UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~Date~~DATE ofOF ~~Report~~REPORT (~~Date~~DATE ofOF ~~Earliest~~EARLIEST ~~Event~~EVENT ~~Reported~~REPORTED)

~~June~~August 810, 2017 (~~June~~August 79, 2017)

BREITBURN ENERGY PARTNERS LP

(Exact name of Registrant as specified in its charter)



Delaware	001-33055	74-3169953
(State or other jurisdiction of incorporation or jurisdiction)	(Commission File Number)	(IRS Employer Identification No.)

707 Wilshire Boulevard, Suite 4600

Los Angeles, CA 90017

(Address of Principal Executive Offices)

(213) 225-5900

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 (§230~~1.~~405~~01 ofEntry ~~this~~into ~~chapter)~~a ofMaterial ~~the~~Definitive ~~Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240~~Agreement.~~12b-2 of this chapter).~~

~~Emerging~~Fourth ~~growth~~Amendment ~~company~~to oDIP Credit Facility

IfAs anpreviously ~~emerging~~reported, ~~growth~~on ~~company~~May 15, ~~indicate~~2016, byBreitburn ~~check~~Energy ~~mark~~Partners ifLP (the ~~registrant~~“Partnership”) ~~has~~and ~~elected~~certain ~~not~~of toits ~~use~~affiliates (the ~~extended~~“Debtors”) ~~transition~~filed ~~period~~voluntary petitions for ~~complying~~relief ~~with~~(and ~~any~~the ~~new~~cases orcommenced ~~revised~~thereby, ~~financial~~the ~~accounting~~“Chapter ~~standards~~11 ~~provided~~Cases”) ~~pursuant~~under tochapter ~~Section~~11 13of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (athe “Bankruptcy Court”). ofThe Chapter 11 Cases are being administered jointly under the ~~Exchange~~caption ~~Act~~“In ore Breitburn Energy Partners LP, et al.,” Case No. 16-11390.

~~Item~~On ~~1.02~~May ~~Termination~~23, of2016, in connection with the Chapter 11 Cases, a ~~Material~~Debtor-in-Possession ~~Definitive~~Credit ~~Agreement~~Facility (“DIP Credit Facility”) was entered into among Breitburn Operating LP, a wholly owned subsidiary of the Partnership, as borrower (the “DIP Borrower”), the lenders from time to time party thereto (the “DIP Lenders”) and Wells Fargo, National Association, as administrative agent (the “Administrative Agent”).

On ~~June~~August 79, 2017, ~~Pacific~~the ~~Coast~~Bankruptcy ~~Energy~~Court ~~Holdings~~entered ~~LLC~~an order (the “~~PCEH~~Order”), ~~PCEC~~authorizing ~~(GP)~~the ~~LLC~~Debtors ~~(“PCEC~~to ~~GP”)~~enter ~~and~~into ~~Pacific~~swap ~~Coast~~agreements ~~Energy~~(as ~~Company~~defined LPin ~~(“PCEC,”~~the ~~and~~Bankruptcy ~~collectively~~Code) with ~~PCEH~~certain of the DIP Lenders and/or ~~PCEC~~their GPaffiliates, as counterparties (the “~~PCEC~~Lender ~~Parties~~Derivative Providers”), ~~provided~~and ~~written~~to ~~notice~~pledge tocollateral, ~~Breitburn~~grant ~~Energy~~superpriority ~~Partners~~administrative LPexpense ~~(the~~claims ~~“Partnership”),~~and ~~Breitburn~~honor GPobligations ~~LLC~~thereunder. ~~(“Breitburn~~The ~~GP”)~~Order ~~and~~also ~~Breitburn~~approved ~~Management~~that ~~Company~~certain ~~LLC~~Fourth ~~(“BMC~~Amendment to Debtor-in-Possession Credit Agreement,” ~~and~~dated ~~collectively~~effective ~~with~~as ~~the~~of ~~Partnership~~July 17, 2017, by and ~~Breitburn~~among GPthe DIP Borrower, the ~~“Breitburn~~Partnership, ~~Parties”)~~the ofDIP ~~their~~Lenders ~~intent~~and tothe ~~terminate~~Administrative Agent (the ~~Omnibus~~“Fourth ~~Agreement,~~Amendment”). ~~dated~~The ~~August~~Fourth 26Amendment, ~~2008~~among other things, ~~among~~modified the ~~PCEC~~payment ~~Parties~~priorities ~~and~~in Section 9.02 of the ~~Breitburn~~DIP ~~Parties~~Credit (Facility so as ~~amended,~~to provide that any obligations owed to Lender Derivative Providers under the ~~“Omnibus~~swap ~~Agreement”),~~agreements ~~effectively~~shall ~~immediately,~~have ~~pursuant~~the tosame ~~Section~~priority ~~4.12~~as ofobligations under the ~~Omnibus~~DIP ~~Agreement~~Credit Facility.

The ~~Omnibus~~foregoing ~~Agreement~~description ~~detailed rights between the PCEC Parties and the Breitburn Parties with respect to certain business opportunities. Pursuant to Section 4.12~~ of the ~~Omnibus~~Fourth ~~Agreement,~~Amendment ~~either~~does ~~PCEH,~~not onpurport ~~behalf of the PCEC Parties, or BMC, on behalf of the Breitburn Parties, had the right~~ to ~~terminate~~be ~~the~~complete ~~Omnibus~~and ~~Agreement~~is atqualified ~~such~~in ~~time~~its asentirety ~~PCEC~~by ~~and~~reference ~~BMC ceased~~ to ~~be under common management or upon~~ the ~~termination~~Fourth ~~of the Third Amended and Restated Administrative Services Agreement~~Amendment, ~~dated~~which asis offiled ~~May 8, 2012, by and between PCEC and BMC (~~as ~~amended,~~Exhibit ~~the “Administrative Services Agreement”)~~10.1 ~~As previously reported~~hereto, ~~the~~and ~~Administrative~~which ~~Services~~is ~~Agreement~~incorporated ~~terminated~~herein ~~on June 30, 2016. No early termination penalties will be incurred~~ by ~~any of the Breitburn Parties~~reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The description of the Fourth Amendment set forth in Item 1.01 is also incorporated into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



10.1	Fourth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of July 17, 2017, among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, the financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BREITBURN ENERGY PARTNERS LP
	By:	BREITBURN GP LLC,
		its general partner
Date: June 8, 2017	By:	/s/ Gregory C. Brown
Date: August 10, 2017	By:	/s/ Halbert S. Washburn
		Gregory C. Brown
		Halbert S. Washburn
		Executive Vice President, General Counsel and Chief Administrative Officer
		Chief Executive Officer

Exhibit Index



10.1	Fourth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of July 17, 2017, among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, the financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender.

Filing Compare · Breitburn Energy Partners LP