Beaver Creek Pipeline, L.L.C. POSASR Automatic shelf registration (post-effective amendment)

Exhibit 4.9

BREITBURN ENERGY PARTNERS LP

BREITBURN FINANCE CORPORATION

and

the Guarantors named herein

7.875% SENIOR NOTES DUE 2022

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 24, 2014

To

INDENTURE

Dated as of January 13, 2012

U.S. BANK NATIONAL ASSOCIATION,

As Trustee

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 24, 2014, is among Breitburn Energy Partners LP, a Delaware limited partnership (the “Company”), Breitburn Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and U.S. Bank, National Association, a national banking association, as Trustee.

RECITALS

WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of January 13, 2012 (as heretofore supplemented, the “Indenture”), pursuant to which the Company has issued $850,000,000 in the aggregate principal amount of 7.875% Senior Notes due 2022 (the “Notes”);

WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.13 thereof, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01.     This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.

ARTICLE 3

Section 3.01.     Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03.     THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

BreitBurn Energy Partners LP,
a Delaware limited partnership
By:	BreitBurn GP LLC,
	its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

BreitBurn Finance Corporation,
a Delaware corporation
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

GUARANTORS:
BREITBURN OPERATING GP LLC
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

BREITBURN GP LLC
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

Signature Page to Second Supplemental Indenture – 7.875% Senior Notes Due 2022

BREITBURN MANAGEMENT COMPANY LLC
By	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

BREITBURN OPERATING LP
By:	BreitBurn Operating GP LLC,
	its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

ALAMITOS COMPANY
By	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

BREITBURN FLORIDA LLC
By:	BreitBurn Operating LP,
	its sole member
By:	BreitBurn Operating GP LLC,
	its general partner
By:	/s/ James G. Jackson
	Name: James G. Jackson
	Title: Chief Financial Officer

Signature Page to Second Supplemental Indenture – 7.875% Senior Notes Due 2022

BREITBURN SAWTELLE LLC
By:	/s/ Bruce D. McFarland
Name:	Bruce D. McFarland
Title:	Secretary

BEAVER CREEK PIPELINE, L.L.C.
GTG PIPELINE LLC
MERCURY MICHIGAN COMPANY, LLC
TERRA ENERGY COMPANY LLC
TERRA PIPELINE COMPANY LLC
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

PHOENIX PRODUCTION COMPANY
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer
BreitBurn Oklahoma LLC,
a Delaware limited liability company
By:	BreitBurn Operating LP, its sole member
By:	BreitBurn Operating GP LLC,
	its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

Signature Page to Second Supplemental Indenture – 7.875% Senior Notes Due 2022

BreitBurn Transpetco GP LLC,
a Delaware limited liability company
By:	BreitBurn Operating LP, its sole member
By:	BreitBurn Operating GP LLC,
	its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer
BreitBurn Transpetco LP LLC,
a Delaware limited liability company
By:	BreitBurn Operating LP, its sole member
By:	BreitBurn Operating GP LLC,
	its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

Transpetco Pipeline Company, L.P.,
a Delaware limited partnership
By:	BreitBurn Operating LP, on behalf of itself
	and as the sole member of Breitburn Transpecto
	GP LLC, each a general partner
By:	BreitBurn Operating GP LLC,
	its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Financial Officer

Signature Page to Second Supplemental Indenture – 7.875% Senior Notes Due 2022

QR ENERGY, LP
By:	QRE GP, LLC,
	its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Executive Officer
QRE FINANCE CORPORATION
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Executive Officer
QRE GP, LLC
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Executive Officer
QRE OPERATING, LLC,
By:	QR ENERGY, LP, its sole member
By:	QRE GP, LLC, its general partner
By:	/s/ James G. Jackson
Name:	James G. Jackson
Title:	Chief Executive Officer

U.S. Bank National Association,
as Trustee
By:	/s/ Leland Hansen
Name:	Leland Hansen
Title:	Vice President

Signature Page to Second Supplemental Indenture – 7.875% Senior Notes Due 2022