Phoenix Production Co (Form: POSASR, Received: 11/24/2014 17:31:14)

As filed with the Securities and Exchange Commission on November 24, 2014

Registration No. 333-181531

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BREITBURN ENERGY PARTNERS LP*

BREITBURN FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1311

74-3169953

Delaware

1311

27-0322548

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

515 South Flower Street, Suite 4800

Los Angeles, California 90071

(213) 225-5900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory C. Brown

515 South Flower Street, Suite 4800

Los Angeles, California 90071

(213) 225-5900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Shelley A. Barber

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, New York 10103

(212) 237-0000

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Includes certain subsidiaries of Breitburn Energy Partners LP identified on the following page that may guarantee the Debt Securities and the 7.875% Senior Notes due 2022.

ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor(1)	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Breitburn GP LLC	Delaware	74-3169948
Breitburn Management Company LLC	Delaware	76-0822858
Breitburn Operating LP	Delaware	11-3785529
Breitburn Operating GP LLC	Delaware	11-3785525
Alamitos Company	California	33-0449156
Breitburn Florida LLC	Delaware	26-0267424
Breitburn Sawtelle LLC	Delaware	35-2417661
GTG Pipeline LLC	Virginia	26-2033760
Mercury Michigan Company, LLC	Michigan	26-2033380
Phoenix Production Company	Wyoming	83-0291427
Terra Energy Company LLC	Michigan	26-1389616
Terra Pipeline Company LLC	Michigan	26-2033146
Beaver Creek Pipeline, L.L.C.	Michigan	74-2927887
Breitburn Oklahoma LLC	Delaware	46-3094714
Breitburn Transpetco GP LLC	Delaware	20-2717222
Breitburn Transpetco LP LLC	Delaware	20-2717188
Transpetco Pipeline Company, L.P.	Delaware	72-1302620
QR Energy, LP	Delaware	90-0613069
QRE GP, LLC	Delaware	90-0612855
QRE Operating, LLC	Delaware	80-0659097
QRE Finance Corporation	Delaware	80-0814562

(1)

The address for the registrant guarantors is 515 South Flower Street, Suite 4800, Los Angeles, California 90071, and the telephone number for the registrant guarantors is (213) 225-5900. The Primary Industrial Classification Code for the registrant guarantors is 1311.

Explanatory Note

This Post-Effective Amendment No. 2 to Breitburn Energy Partners LP’s Registration Statement on Form S-3 (File No. 333-181531) is being filed to (i) add QRE Energy, LP, QRE GP LLC, QRE Operating, LLC and QRE Finance Corporation, each a 100% owned subsidiary of Breitburn Energy Partners LP, listed on the previous page under the caption “Additional Registrant Guarantors” as co-registrants to the Registration Statement to allow such Subsidiary Guarantors to guarantee the Debt Securities and the 7.875% Senior Notes due 2022 covered by the Registration Statement, (ii) add such guarantees of the Debt Securities and the 7.875% Senior Notes due 2022 to the Registration Statement and (iii) file or incorporate by reference the required exhibits to the Registration Statement. No changes or additions are being made hereby to the Prospectuses that form a part of the Registration Statement. Accordingly, the Prospectuses have been omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the amounts set forth below are estimates.

Expenses		Amount
Securities and Exchange Commission registration fee	$	*
FINRA filing fee		**
Legal fees and expenses		**
Accounting fees and expenses		**
Printing expenses		**
Listing expenses		**
Fees and expenses of the Trustee		**
Miscellaneous		**
TOTAL	$	**

The registrant is deferring payment on the registration fee in reliance on Rule 456(b) and Rule 457(r).

These fees are calculated based on the number of issuances and amount of securities afforded and cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

Breitburn Energy Partners LP

The section of the prospectus entitled “The Partnership Agreement — Indemnification” is incorporated herein by this reference. Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

Breitburn Finance Corporation

Section 145 of the General Corporation Law of the State of Delaware, among other things, empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of any such threatened, pending, or completed action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors or by independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct.

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Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Also, the bylaws of Breitburn Finance Corporation provide for the indemnification of directors and officers of and such directors and officers who serve at the request of the company as directors, officers, employees, or agents of any other enterprise against certain liabilities under certain circumstances.

Breitburn Operating GP LLC

The limited liability company agreement of Breitburn Operating GP LLC provides that it will indemnify its member or officers to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost, or expense incurred by or asserted against its member or officers (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of any of its member or officers in connection with the company, unless such act or omission constitutes bad faith, gross negligence, or willful misconduct on the part of its member or officers. This indemnification would under certain circumstances include indemnification for liabilities under the Securities Act. Any indemnification under these provisions will only be out of the assets of the company.

Breitburn Operating LP

Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

Item 16. Exhibits.

Exhibit Number		Description
1.1****		Form of Underwriting Agreement.
3.1*		Certificate of Limited Partnership of Breitburn Energy Partners LP (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 (File No. 333-134049) filed on July 13, 2006).
3.2*		Second Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP(incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on May 21, 2014).
3.3*		Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP dated July 1, 2014 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-33055) filed on July 2, 2014).
3.4*		Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of April 5, 2010 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2010).
3.5*		Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of December 30, 2010 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 6, 2011).
3.6*		Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of July 1, 2014 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on July 2, 2014).
3.7*		Certificate of Incorporation of Breitburn Finance Corporation (incorporated herein by reference to Exhibit 3.10 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).
3.8*		Bylaws of Breitburn Finance Corporation (incorporated herein by reference to Exhibit 3.11 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).

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Exhibit Number		Description
4.1*		Indenture, dated as of October 6, 2010 (the “2010 Indenture”), by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 7, 2010).
4.2*		Indenture, dated as of January 13, 2012 (the “2012 Indenture”), by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.3*		Registration Rights Agreement, dated as of January 13, 2012, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers named therein (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.4***		Form of Senior Indenture.
4.5***		Form of Subordinated Indenture.
4.6*		First Supplemental Indenture, dated as of August 8, 2013, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2010 Indenture (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-33055) filed on November 22, 2013).
4.7*		First Supplemental Indenture, dated as of August 8, 2013, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2012 Indenture (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-33055) filed on November 22, 2013).
4.8**		Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2010 Indenture.
4.9**		Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2012 Indenture.
5.1***		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
5.2**		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
8.1***		Opinion of Vinson & Elkins L.L.P. as to tax matters.
12.1*		Computation of ratio of earnings to fixed charges (incorporated herein by reference to Exhibit 12.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 6, 2014).
15.1**		Letter of Deloitte & Touche LLP re: Unaudited Interim Financial Information.
23.1**		Consent of PricewaterhouseCoopers LLP (Breitburn Energy Partners LP).
23.2**		Consent of PricewaterhouseCoopers LLP (QR Energy, LP).
23.3**		Consent of Deloitte & Touche LLP.
23.4**		Consent of Johnson Miller & Co., CPA’s PC. (CrownRock L.P.).
23.5**		Consent of Johnson Miller & Co., CPA’s PC. (Lynden USA Inc.).
23.6**		Consent of Netherland, Sewell & Associates, Inc. (QR Energy, LP).
23.7**		Consent of Miller and Lents.
23.8**		Consent of Netherland, Sewell & Associates, Inc. (Breitburn Energy Partners LP).
23.9**		Consent of Schlumberger Data & Consulting, Inc.

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Exhibit Number		Description
23.10**		Consent of Cawley, Gillespie & Associates, Inc.
23.11**		Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1, 5.2 and 8.1).
24.1***		Powers of Attorney (included on the signature pages to this registration statement).
25.1+		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture.
25.2+		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture.
25.3**		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the 2010 Indenture.
25.4***		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the 2012 Indenture.

Incorporated by reference, as indicated.

Filed herewith.

***

Previously filed.

****

To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement.

To be filed later in accordance with subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended.

Item 17. Undertakings.

Each undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however , that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;

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(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(a)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(b)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II- 5

Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, such registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Breitburn Energy Partners LP hereby undertakes to file an application for the purpose of determining the eligibility of the trustee under each of the indentures to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 24, 2014.

	BREITBURN ENERGY PARTNERS LP

	By:	BREITBURN GP LLC,
		its general partner

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	BREITBURN FINANCE CORPORATION

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	BREITBURN GP LLC

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	BREITBURN OPERATING GP LLC

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	BREITBURN OPERATING LP

	By:	BREITBURN OPERATING GP LLC,
		its general partner

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	BREITBURN MANAGEMENT COMPANY LLC

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

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	BREITBURN FLORIDA LLC

	By:	BREITBURN OPERATING LP,
		its sole member

	By:	BREITBURN OPERATING GP LLC,
		its general partner


	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	BREITBURN SAWTELLE LLC

	By:	/s/ Bruce D. McFarland
		Bruce D. McFarland
		Secretary

	GTG PIPELINE LLC
	MERCURY MICHIGAN COMPANY, LLC
	TERRA ENERGY COMPANY LLC
	TERRA PIPELINE COMPANY LLC
	BEAVER CREEK PIPELINE, L.L.C.

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	ALAMITOS COMPANY

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	PHOENIX PRODUCTION COMPANY

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

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	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
		James G. Jackson
		Chief Financial Officer

	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
		James G. Jackson
		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
		James G. Jackson
		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
		James G. Jackson
		Chief Financial Officer

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	QR Energy, LP
		a Delaware limited partnership

	By:	QRE GP LLC,
		Its general partner

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	QRE GP LLC,
		a Delaware limited partnership

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	QRE Operating LLC,
		a Delaware limited partnership

	By:	QR Energy, LP,
		its sole member

	By:	QRE GP LLC,
		its general partner

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

	By:	QRE Finance Corporation,
		a Delaware corporation

	By:	/s/ James G. Jackson
		James G. Jackson
		Chief Financial Officer

II- 10

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

BREITBURN GP LLC, on behalf of itself and as the general partner of BREITBURN ENERGY PARTNERS LP, on behalf of itself and as the sole member of BREITBURN MANAGEMENT company llc and as the sole member of BREITBURN OPERATING GP LLC, on behalf of itself and as the general partner of BREITBURN OPERATING LP, on behalf of itself and as the sole member of each of BREITBURN FLORIDA LLC, BREITBURN OKLAHOMA LLC, BREITBURN TRANSPETCO GP LLC, BREITBURN TRANSPETCO LP LLC and TRANSPETCO PIPELINE COMPANY, L.P, and as the manager of QRE GP, LLC, on behalf of itself and as the general partner of QR Energy, LP , on behalf of itself and as the sole member of QRE Operating, LLC .

Signatures	Title	Date

* Halbert S. Washburn	Chief Executive Officer and Director (Principal Executive Officer)	November 24, 2014

/s/ James G. Jackson James G. Jackson	Chief Financial Officer (Principal Financial Officer)	November 24, 2014

* Lawrence C. Smith	Controller (Principal Accounting Officer)	November 24, 2014

* Randall H. Breitenbach	Vice Chairman of the Board of Directors	November 24, 2014

* John R. Butler, Jr.	Chairman of the Board of Directors	November 24, 2014

* David B. Kilpatrick	Director	November 24, 2014

* Gregory J. Moroney	Director	November 24, 2014

* Charles S. Weiss	Director	November 24, 2014

* Donald D. Wolf	Director	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

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BREITBURN OPERATING GP LLC, as the general partner of BREITBURN OPERATING LP, as the sole member of BREITBURN SAWTELLE LLC.

Signatures	Title	Date


/s/ James G. Jackson James G. Jackson	Executive Vice President and Chief Financial Officer of Breitburn Operating GP LLC	November 24, 2014
* W. Jackson Washburn	President (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

II- 12

BREITBURN FINANCE CORPORATION

Signatures	Title	Date

* Halbert S. Washburn	Chief Executive Officer and Director (Principal Executive Officer)	November 24, 2014

/s/ James G. Jackson James G. Jackson	Chief Financial Officer and Director (Principal Financial Officer)	November 24, 2014

* Lawrence C. Smith	Controller (Principal Accounting Officer)	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

GTG PIPELINE LLC, MERCURY MICHIGAN COMPANY, LLC, TERRA ENERGY COMPANY LLC, and TERRA PIPELINE COMPANY LLC

Signatures	Title	Date

* Halbert S. Washburn	Chief Executive Officer and Manager (Principal Executive Officer)	November 24, 2014

/s/ James G. Jackson James G. Jackson	Chief Financial Officer and Manager (Principal Financial Officer and Principal Accounting Officer)	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

BEAVER CREEK PIPELINE, L.L.C.

Signatures	Title	Date

* Halbert S. Washburn	Chief Executive Officer and Manager (Principal Executive Officer)	November 24, 2014

/s/ James G. Jackson James G. Jackson	Chief Financial Officer and Manager (Principal Financial Officer)	November 24, 2014

* Lawrence C. Smith	Controller (Principal Accounting Officer)	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

II- 13

ALAMITOS COMPANY

Signatures	Title	Date

* Halbert S. Washburn	President and Director (Principal Executive Officer)	November 24, 2014

/s/ James G. Jackson James G. Jackson	Chief Financial Officer and Director (Principal Financial Officer)	November 24, 2014

* Lawrence C. Smith	Controller (Principal Accounting Officer)	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

PHOENIX PRODUCTION COMPANY

Signatures	Title	Date

* Halbert S. Washburn	President and Sole Director (Principal Executive Officer)	November 24, 2014

/s/ James G. Jackson James G. Jackson	Chief Financial Officer (Principal Financial Officer)	November 24, 2014

* Lawrence C. Smith	Controller (Principal Accounting Officer)	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

II- 14

QRE FINANCE CORPORATION

Signatures	Title	Date

* Halbert S. Washburn	Chief Executive Officer and Director (Principal Executive Officer)	November 24, 2014

/s/ James G. Jackson James G. Jackson	Chief Financial Officer and Director (Principal Financial Officer)	November 24, 2014

* Lawrence C. Smith	Controller (Principal Accounting Officer)	November 24, 2014

By:	/s/ James G. Jackson
	James G. Jackson
	Attorney-in-fact

II- 15

INDEX TO EXHIBITS

Exhibit Number		Description
1.1****		Form of Underwriting Agreement.
3.1*		Certificate of Limited Partnership of Breitburn Energy Partners LP (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to Form S-1 (File No. 333-134049) filed on July 13, 2006).
3.2*		Second Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP(incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on May 21, 2014).
3.3*		Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Breitburn Energy Partners LP dated July 1, 2014 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-33055) filed on July 2, 2014).
3.4*		Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of April 5, 2010 (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-33055) filed on April 9, 2010).
3.5*		Amendment No. 1 to the Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of December 30, 2010 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 6, 2011).
3.6*		Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement of Breitburn GP LLC dated as of July 1, 2014 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-33055) filed on July 2, 2014).
3.7*		Certificate of Incorporation of Breitburn Finance Corporation (incorporated herein by reference to Exhibit 3.10 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).
3.8*		Bylaws of Breitburn Finance Corporation (incorporated herein by reference to Exhibit 3.11 to Form S-4 (File No. 333-171773-01) filed on January 19, 2011).
4.1*		Indenture, dated as of October 6, 2010 (the “2010 Indenture”), by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 7, 2010).
4.2*		Indenture, dated as of January 13, 2012 (the “2012 Indenture”), by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. National Bank Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.3*		Registration Rights Agreement, dated as of January 13, 2012, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers named therein (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-33055) filed on January 13, 2012).
4.4***		Form of Senior Indenture.
4.5***		Form of Subordinated Indenture.
4.6*		First Supplemental Indenture, dated as of August 8, 2013, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2010 Indenture (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-33055) filed on November 22, 2013).

II- 16

Exhibit Number		Description
4.7*		First Supplemental Indenture, dated as of August 8, 2013, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2012 Indenture (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-33055) filed on November 22, 2013).
4.8**		Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2010 Indenture.
4.9**		Second Supplemental Indenture, dated as of November 24, 2014, by and among Breitburn Energy Partners LP, Breitburn Finance Corporation, the Guarantors named therein and U.S. Bank National Association, to the 2012 Indenture.
5.1***		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
5.2**		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
8.1***		Opinion of Vinson & Elkins L.L.P. as to tax matters.
12.1*		Computation of ratio of earnings to fixed charges (incorporated herein by reference to Exhibit 12.1 to the Current Report on Form 8-K (File No. 001-33055) filed on October 6, 2014).
15.1**		Letter of Deloitte & Touche LLP re: Unaudited Interim Financial Information.
23.1**		Consent of PricewaterhouseCoopers LLP (Breitburn Energy Partners LP).
23.2**		Consent of PricewaterhouseCoopers LLP (QR Energy, LP).
23.3**		Consent of Deloitte & Touche LLP.
23.4**		Consent of Johnson Miller & Co., CPA’s PC. (CrownRock L.P.).
23.5**		Consent of Johnson Miller & Co., CPA’s PC. (Lynden USA Inc.).
23.6**		Consent of Netherland, Sewell & Associates, Inc. (QR Energy, LP).
23.7**		Consent of Miller and Lents.
23.8**		Consent of Netherland, Sewell & Associates, Inc. (Breitburn Energy Partners LP).
23.9**		Consent of Schlumberger Data & Consulting, Inc.
23.10**		Consent of Cawley, Gillespie & Associates, Inc.
23.11**		Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1, 5.2 and 8.1).
24.1***		Powers of Attorney (included on the signature pages to this registration statement).
25.1+		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture.
25.2+		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture.
25.3**		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the 2010 Indenture.
25.4***		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the 2012 Indenture.

Incorporated by reference, as indicated.

Filed herewith.

***

Previously filed.

****

To be filed as an Exhibit to a Current Report on Form 8-K or in a post-effective amendment to this registration statement.

To be filed later in accordance with subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended.

II- 17

Exhibit 4.8

BREITBURN ENERGY PARTNERS LP

BREITBURN FINANCE CORPORATION

and

the Guarantors named herein

8.625% SENIOR NOTES DUE 2020

SECOND SUPPLEMENTAL INDENTURE

Dated as of November 24, 2014

INDENTURE

Dated as of October 6, 2010

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 October 6, 2010 (as heretofore supplemented, the “Indenture”), pursuant to which the Company has issued $305,000,000 in the aggregate principal amount of 8.625% Senior Notes due 2020 (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 – 8.625% Senior Notes Due 2020

	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 – 8.625% Senior Notes Due 2020

	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 – 8.625% Senior Notes Due 2020

	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 – 8.625% Senior Notes Due 2020

	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

Signature Page to Second Supplemental Indenture – 8.625% Senior Notes Due 2020

	U.S. Bank National Association ,
	as Trustee

	By:	/s/ Leland Hansen
	Name:	Leland Hansen
	Title:	Vice President

Signature Page to Second Supplemental Indenture – 8.625% Senior Notes Due 2020

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

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”);

ARTICLE 1

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

ARTICLE 3

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

[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

Exhibit 5.2

November 24, 2014

Breitburn Energy Partners LP

515 South Flower Street, Suite 4800

Los Angeles, California 90071

Ladies and Gentlemen:

We have acted as counsel to Breitburn Energy Partners LP, a Delaware limited partnership (the “ Partnership ”), Breitburn Finance Corporation, a Delaware corporation (“ Finance Corp ”), and certain other subsidiaries of the Partnership with respect to certain legal matters in connection with the preparation of the Post-Effective Amendment No. 2 to the shelf registration statement on Form S-3 (Registration No. 333-181531) (such registration statement, as amended, being referred to herein as the “ Shelf Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), filed on May 18, 2012 by the Partnership, Finance Corp and certain other subsidiaries identified on the Shelf Registration Statement (each, a “ Subsidiary Guarantor ” and collectively, the “ Subsidiary Guarantors ”), with the Securities and Exchange Commission (the “ Commission ”) in connection with the possible offer from time to time, pursuant to Rule 415 of the Securities Act, of an indeterminate aggregate principal amount of guarantees (the “ Guarantees ”) by the Subsidiary Guarantors of debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “ Debt Securities ”) of the Partnership and Finance Corp, as co-issuer, and the 7.875% Senior Notes due 2022 (the “ 2022 Senior Notes ”) of the Partnership and Finance Corp, as co-issuer.

The Shelf Registration Statement, to which this opinion is an exhibit, contains two separate forms of prospectuses, the first to be used in connection with offerings of the common units representing limited partner interests in the Partnership and the Debt Securities (the “ Common Units and Debt Securities Prospectus ”) and the second to be used in connection with offerings of the 2022 Senior Notes (together with the Common Units and Debt Securities Prospectus, the “ Prospectuses ”).

In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Shelf Registration Statement, including the Prospectuses, (ii) the form of senior indenture (the “ Senior Indenture ”), the form of subordinated indenture (the “ Subordinated Indenture ”), the Indenture, dated as of October 6, 2010, by and among the Partnership, Finance Corp., the Guarantors named therein and U.S. National Bank Association (as heretofore supplemented, the “ 2010 Indenture ”) and the Indenture, dated as of January 13, 2012, by and among the Partnership, Finance Corp, the Guarantors named therein and U.S. Bank National Association (as heretofore supplemented, the “ 2012 Indenture ” and, together with the Senior Indenture, the Subordinated Indenture and the 2010 Indenture, the “ Indentures ”), each filed as an exhibit to the Shelf Registration Statement, (iii) the certificates of incorporation, bylaws, limited liability company agreements, limited partnership agreements and other formation documents and agreements, as applicable, of the Subsidiary Guarantors and (iv) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

Vinson & Elkins LLP Attorneys at Law

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666 Fifth Avenue, 26th Floor

New York, NY 10103-0040

Tel +1.212.237.0000 Fax +1.212.237.0100 www.velaw.com

November 24, 2014 Page 2

In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and complete and all documents submitted to us as copies conform to the originals of those documents; (iv) all Guarantees will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Shelf Registration Statement and the applicable Prospectus Supplement to the applicable Prospectus; (v) one or more Prospectus Supplements to the Prospectuses will have been prepared and filed with the Commission describing the Guarantees offered thereby and will comply with all applicable laws; (vi) the Senior Indenture and the Subordinated Indenture, and any supplemental indenture relating to the Guarantees, will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (vii) a definitive underwriting or similar agreement with respect to any Guarantees offered will have been duly authorized and validly executed and delivered by the Partnership and the other parties thereto; and (viii) the form and terms of any Guarantees, the issuance, sale and delivery thereof by the Subsidiary Guarantors, and their incurrence and performance of their obligations thereunder or in respect thereof in accordance with the terms thereof, will be in full compliance with, and will not violate, the formation documents and agreements, as applicable, of the Subsidiary Guarantors, or any applicable law, rule, regulation, order, judgment, decree, award, or agreement binding upon any of them, or to which the issuance, sale and delivery of such Guarantees, or the incurrence and performance of such obligations, may be subject, or violate any applicable public policy, or be subject to any defense in law or equity.

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that, with respect to the Guarantees, when (i) the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, have taken all necessary action to approve the issuance and terms of the Debt Securities, the 2022 Senior Notes and related Guarantees, the terms of the offering thereof and related matters; and (ii) such Debt Securities and 2022 Senior Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Indenture and the applicable definitive underwriting or similar agreement approved by the Partnership, Finance Corp and the Subsidiary Guarantors, as applicable, upon payment of the consideration for such Debt Securities, 2022 Senior Notes and Guarantees provided for therein, such Guarantees will be legally issued and will constitute valid and legally binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms, except as such enforcement may be subject to any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other law relating to or affecting creditors’ rights generally and general principles of equity.

The opinions expressed herein are qualified in the following respects:

We express no opinions concerning (i) the validity or enforceability of any provisions contained in the Indentures that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived or rendered ineffective under applicable law or (ii) the enforceability of indemnification or contribution provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

This opinion is limited in all respects to the federal laws of the United States of America and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the references to this firm under the caption “Legal Matters” in the Prospectuses and to the filing of this opinion as an exhibit to the Shelf Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

November 24, 2014 Page 3

This opinion is furnished to you in connection with the filing of the Shelf Registration Statement and is not to be used, circulated, quoted or otherwise relied on for any other purpose.

	Very truly yours,

	/s/ Vinson & Elkins L.L.P.

Exhibit 15.1

November 21, 2014

The Board of Directors of Breitburn GP, LLC and
Unitholders of Breitburn Energy Partners LP
515 S. Flower Street, Suite 4800
Los Angeles, California 90071

We have reviewed, in accordance with auditing standards generally accepted in the United States of America, the unaudited interim statements of revenues and direct operating expenses of certain oil and gas producing properties and the related gathering and processing assets located in the Postle and Northeast Hardesty fields in Texas County, Oklahoma of Whiting Oil and Gas Corporation, a wholly-owned subsidiary of Whiting Petroleum Corporation, for the six-month periods ended June 30, 2013 and 2012, and have issued our report dated July 10, 2013 (which report includes an emphasis-of-matter paragraph referring to the purpose of the statements). As indicated in such report, because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your Current Report on
Form 8-K/A dated August 29, 2013, is being incorporated by reference in this Amendment No. 2 to Registration Statement No. 333-181531.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Yours truly,

/s/ Deloitte & Touche LLP

Denver, Colorado

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 of Breitburn Energy Partners LP of our report dated February 28, 2014 relating to consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Breitburn Energy Partners LP’s Annual Report on Form 10-K for the year ended December 31, 2013.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

November 21, 2014

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Amendment No. 2 to Form S-3 (File No. 333-181531) of Breitburn Energy Partners LP of our report dated March 3, 2014 relating to the consolidated financial statements of QR Energy, LP, which appears in the Current Report on Form 8-K of Breitburn Energy Partners LP dated October 6, 2014.

/s/PricewaterhouseCoopers

Houston, TX

November 21, 2014

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-181531 on Form S-3 of Breitburn Energy Partners LP of our report dated July 10, 2013 relating to the statements of revenues and direct operating expenses of certain oil and gas producing properties and the related gathering and processing assets located in the Postle and Northeast Hardesty fields in Texas County, Oklahoma of Whiting Oil and Gas Corporation, a wholly-owned subsidiary of Whiting Petroleum Corporation, for each of the three years in the period ended December 31, 2012 (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph referring to the purpose of the statements), appearing in the Current Report on Form 8-K/A of Breitburn Energy Partners LP dated August 29, 2013.

/s/ Deloitte & Touche LLP

Denver, Colorado

November 21, 2014

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement No. 333-181531 on Form S-3 Amendment No. 2 of Breitburn Energy Partners LP of our report dated February 14, 2014 relating to the statement of revenues and direct operating expenses of Acquired CrownRock Properties for the year ended December 31, 2012 appearing in the Current Report on Form 8-K/A of Breitburn Energy Partners, LP filed on February 27, 2014.

Johnson Miller & Co., CPA’s PC

Midland, Texas

November 24, 2014

Exhibit 23.5

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement No. 333-181531 on Form S-3 Amendment No. 2 of Breitburn Energy Partners LP of our report dated February 21, 2014 relating to the statement of revenues and direct operating expenses of Acquired Lynden USA Inc. Properties for the year ended December 31, 2012 appearing in the Current Report on Form 8-K/A of Breitburn Energy Partners, LP filed on February 27, 2014.

Johnson Miller & Co., CPA’s PC

Midland, Texas

November 24, 2014

Exhibit 23.6

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent oil and gas consultants, Netherland, Sewell & Associates, Inc. hereby consents to incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “ Registration Statement ”) of Breitburn Energy Partners LP of all references to our firm, including under the headings “Experts,” and information from our reserves report relating to the proved oil and gas reserves of QR Energy, LP dated February 6, 2014 (the “ Report ”) and to all references to our firm and information from the Report appearing in the Registration Statement.

	NETHERLAND, SEWELL & ASSOCIATES, INC.

	By:	Danny D. Simmons
		Danny D. Simmons, P.E.
		President and Chief Operating Officer

Houston, Texas

November 21, 2014

Exhibit 23.7

CONSENT OF MILLER AND LENTS, LTD.

INDEPENDENT PETROLEUM ENGINEERS

As independent petroleum engineers, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-181531 on Form S-3 of Breitburn Energy Partners LP (the “ Registration Statement ”) of our letter report dated February 15, 2012, with respect to the proved oil, gas and natural gas liquids reserves and projected future net reserves associated with these reserves as of December 31, 2011 attributable to QR Energy, LP, of our letter report dated April 10, 2012, with respect to the proved oil, gas and natural gas liquids reserves and projected future net revenues associated with these reserves as of December 31, 2011 attributable to Quantum Resources Management, LLC, of our letter report dated January 29, 2013, with respect to the proved oil, gas and natural gas liquids reserves and projected future net revenues associated with these reserves as of December 31, 2012 attributable to QR Energy, LP., and of our abbreviated report dated and November 12, 2013, with respect to the proved oil, gas and natural gas liquids reserves and projected future net revenues associated with these reserves as of December 31, 2012 attributable to QR Energy, LP. We also hereby consent to all references to our firm and information from the reports included in the Registration Statement.

The analysis, conclusions, and methods contained in the reports are based upon information that was in existence at the time the report was rendered and Miller and Lents, Ltd. has not updated and undertakes no duty to update anything contained in the reports. While the reports may be used as a descriptive resource, investors are advised that Miller and Lents, Ltd. has not verified information provided by others except as specifically noted in the reports, and Miller and Lents, Ltd. makes no representation or warranty as to the accuracy of such information. Moreover, the conclusions contained in such reports are based on assumptions that Miller and Lents, Ltd. believed were reasonable at the time of their preparation and that are described in such reports in reasonable detail. However, there are a wide range of uncertainties and risks that are outside of the control of Miller and Lents, Ltd. which may impact these assumptions, including but not limited to unforeseen market changes, actions of governments or individuals, natural events, economic changes, and changes of laws and regulations or interpretation of laws and regulations.

	MILLER AND LENTS, LTD.

	By:	/s/ R. Lee Comer, Jr.
	R. Lee Comer, Jr., P.E.
	Senior Vice President

Houston, Texas

November 21, 2014

Exhibit 23.8

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers, we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “ Registration Statement ”) of information from our firm’s reserves report dated January 29, 2014, entitled Estimates of Reserves and Future Revenue to the BreitBurn Operating L.P. Interest in Certain Oil and Gas Properties located in California, Florida, Texas, and Wyoming as of December 31, 2013 , and all references to our firm included in or made part of the Registration Statement.

	NETHERLAND, SEWELL & ASSOCIATES, INC.

	By:	Danny D. Simmons
		Danny D. Simmons, P.E.
		President and Chief Operating Officer

Houston, Texas

November 21, 2014

Exhibit 23.9

CONSENT OF SCHLUMBERGER TECHNOLOGY CORPORATION

As independent petroleum engineers, PetroTechnical Services Division of Schlumberger Technology Corporation hereby consents to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “ Registration Statement ”) of information from our firm’s reserves report dated 31 January 2014 entitled Reserve and Economic Evaluation Of Proved Reserves Of Certain BreitBurn Management Company, LLC Illinois and Michigan Basin Oil And Gas Interests As Of 31 December 2013 Executive Summary , and all references to our firm included in or made part of the Registration Statement.

	SCHLUMBERGER TECHNOLOGY CORPORATION

	/s/ Charles M. Boyer II
	Charles M. Boyer II, PG, CPG
	Northeast Basin Business Manager
	Advisor – Unconventional Reservoirs

Pittsburgh, Pennsylvania

21 November 2014

Exhibit 23.10

CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC.

As independent petroleum engineers, CAWLEY, GILLESPIE & ASSOCIATES, INC., we hereby consent to the inclusion or incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement File No. 333-181531 on Form S-3 (the “ Registration Statement ”) of information from our firm’s reserves report dated January 16, 2014 entitled Reserve Evaluation BreitBurn Management Company, LLC Interests Total Proved Reserves Postle Area As of December 31, 2013 , and all references to our firm included in or made part of the Registration Statement.

	CAWLEY, GILLESPIE & ASSOCIATES, INC.

	/s/ Robert D. Ravnaas
	By:	Robert D. Ravnaas
	Title:	President

Fort Worth, Texas

November 21, 2014

Exhibit 25.3

securities and exchange commission

Washington, D.C. 20549

FORM T-1

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

Leland Hansen

U.S. Bank National Association

950 17 ^th Street

Denver, CO 80202

303.585.4594

(Name, address and telephone number of agent for service)

BreitBurn Energy Partners L.P

and

BreitBurn Finance Corporation

(Issuer with respect to the Securities)

California		74-3169953
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

515 South Flower Street

Los Angeles, CA

90071

(Address of Principal Executive Offices)

(Zip Code)

8.625% Senior Notes due 2020

(Title of the Indenture Securities)

FORM T-1

Item 1.

GENERAL INFORMATION . Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee, attached as Exhibit 4.

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of September 30, 2014 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Denver, Colorado on the 17 ^th of November, 2014.

	By:	/s/ Leland Hansen
		Leland Hansen
		Vice President

Exhibit 2

Exhibit 3

Exhibit 4

AMENDED AND RESTATED BYLAWS

U.S. BANK NATIONAL ASSOCIATION

ARTICLE I.

MEETINGS OF SHAREHOLDERS

Section 1.

Annual Meeting

The annual meeting of shareholders shall be held at the main banking house of the Association or other convenient place duly authorized by the Board of Directors (the “Board”) at 11:00 a.m. on the second Tuesday in March of each year, or such other date or time which the Board may designate at any Board meeting held prior to the required date for sending notice of the annual meeting to the shareholders. Notice of such meeting shall be mailed to shareholders not less than ten (10) or more than sixty (60) days prior to the meeting date.

Section 2.

Special Meetings

Special meetings of shareholders may be called and held at such times and upon such notice as is specified in the Articles of Association.

Section 3.

Quorum

A majority of the outstanding capital stock represented in person or by proxy shall constitute a quorum of any meeting of the shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice.

Section 4.

Inspectors

The Board of Directors may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

Section 5.

Voting

In deciding on questions at meetings of shareholders, except in the election of directors, each shareholder shall be entitled to one vote for each share of stock held. A majority of votes cast shall decide each matter submitted to the shareholders, except where by law a larger vote is required. In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares equal, or to distribute them on the same principle among as many candidates as he shall think fit.

Section 6.

Waiver and Consent

The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

ARTICLE II.

BOARD OF DIRECTORS

Section 1.

Term of Office

The directors of this Association shall hold office for one year and until their successors are duly elected and qualified.

Section 2.

Number

As provided in the Articles of Association, the Board of this Association shall consist of not less than five nor more than twenty-five members. At any meeting of the shareholders held for the purpose of electing directors, or changing the number thereof, the number of directors may be determined by a majority of the votes cast by the shareholders in person or by proxy.

Any vacancy occurring in the Board shall be filled by the remaining directors. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full Board may increase the size of the Board by not more than four directors in any one but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board. All directors shall hold office until their successors are elected and qualified.

Section 3.

Regular Meetings

The organizational meeting of the Board of Directors shall be held as soon as practicable following the annual meeting of shareholders at such time and place as the Chairman or President may designate. Other regular meetings of the Board of Directors shall be held quarterly at such time and place as may be designated in the notice of the meeting. When any regular meeting of the Board falls on a holiday, the meeting shall be held on the next banking business day, unless the Board shall designate some other day.

Section 4.

Special Meetings

Special meetings of the Board of Directors may be called by the Chairman of the Board of the Association, or at the request of three or more Directors. Notice of the time, place and purposes of such meetings shall be given by letter, by telephone, in person, by facsimile, by electronic mail or other reasonable manner to every Director.

Section 5.

Quorum

A majority of the entire membership of the Board shall constitute a quorum of any meeting of the Board.

Section 6.

Necessary Vote

A majority of those Directors present and voting at any meeting of the Board of Directors shall decide each matter considered, except where otherwise required by law or the Articles or Bylaws of this Association.

Section 7.

Compensation

Directors, excluding full-time employees of the Bank, shall receive such reasonable compensation as may be fixed from time to time by the Board of Directors.

ARTICLE III.

OFFICERS

Section 1.

Who Shall Constitute

The Officers of the Association shall be a Chairman of the Board, Chief Executive Officer, a President, a Secretary, and other officers such as Vice Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Trust Officers, Assistant Trust Officers, Controller, and Assistant Controller, as the Board may appoint from time to time. The Board may choose to delegate authority to elect officers other than the Chairman, Chief Executive Officer, President, Secretary, Vice Chairman and Executive Vice Presidents, to the Chief Executive Officer or President. Any person may hold two offices. The Chief Executive Officer and the President shall at all times be members of the Board of Directors.

Section 2.

Term of Office

All officers shall be elected for and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board of Directors in its sole discretion to discharge any officer at any time.

Section 3.

Chairman of the Board

The Chairman of the Board shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. He shall, when present, preside at all meetings of the shareholders and directors and shall be ex officio a member of all committees of the Board.

Section 4.

Chief Executive Officer

The Chief Executive Officer, who may also be the Chairman or the President, shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors.

Section 5.

President

The President shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the board of Directors. In addition, if designated by the Board of Directors, the President shall be the Chief Executive Officer and shall have all the powers and duties of the Chief Executive Officer, including the same power to name temporarily a Chief Executive Officer to serve in the absence of the President if there is a vacancy in the position of the chairman or in the event of the absence or incapacity of the Chairman.

Section 6.

Vice Chairmen of the Board

The Board of Directors shall have the power to elect one or more Vice Chairmen of the Board of Directors. Any such Vice Chairman of the Board shall participate in the formation of the policies of the Association and shall have such other duties as may be assigned to him from time to time by the Chairman of the Board or by the Board of Directors.

Section 7.

Other Officers

The Secretary and all other officers appointed by the Board of Directors shall have such duties as defined by law and as may from time to time be assigned to them by the Chief Executive Officer or the Board of Directors.

ARTICLE IV.
COMMITTES

Section 1.

Compensation Committee

The duties of the Compensation Committee of the Association shall be carried out by the Compensation Committee of the financial holding company that is the parent of this Association.

Section 2.

Committee on Audit

The duties of the Audit Committee of the Association shall be carried out by the Audit Committee of the financial holding company that is the parent of this Association.

Section 3.

Trust Management Committee

The Board of Directors of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. All actions of the Trust Committee shall be reported to the Board of Directors.

Section 4.

Other Committees

The Board of Directors may appoint, from time to time, other committees for such purposes and with such powers as the Board may direct.

ARTICLE V.

MINUTE BOOK

The organization papers of this Association, the Bylaws as revised or amended from time to time and the proceedings of all regular and special meetings of the shareholders and the directors shall be recorded in a minute book or books. All reports of committees required to be made to the Board shall be recorded in a minute book or shall be filed by the recording officer. The minutes of each meeting of the shareholders and the Board shall be signed by the recording officer.

ARTICLE VI.

CONVEYANCES, CONTRACTS, ETC.

All transfers and conveyances of real estate, mortgages, and transfers, endorsements or assignments of stock, bonds, notes, debentures or other negotiable instruments, securities or personal property shall be signed by any elected or appointed officer.

All checks, drafts, certificates of deposit and all funds of the Association held in its own or in a fiduciary capacity may be paid out by an order, draft or check bearing the manual or facsimile signature of any elected or appointed officer of the Association.

All mortgage satisfactions, releases, all types of loan agreements, all routine transactional documents of the Association, and all other instruments not specifically provided for, whether to be executed in a fiduciary capacity or otherwise, may be signed on behalf of the Association by any elected or appointed officer thereof.

The Secretary or any Assistant Secretary of the Association or other proper officer may execute and certify that required action or authority has been given or has taken place by resolution of the Board under this Bylaw without the necessity of further action by the Board.

ARTICLE VII.

SEAL

The Association shall have no corporate seal.

ARTICLE VIII.

INDEMNIFICATION OF DIRECTORS,

OFFICERS, AND EMPLOYEES

Section 1.

General.

The Association shall indemnify to the full extent permitted by and in the manner permissible under the Delaware General Corporation Law, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment), any person made, or threatened to be made, a party to any action, suit, or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that such person (i) is or was a director, advisory director, or officer of the Association or any predecessor of the Association, or (ii) is or was a director, advisory director or officer of the Association or any predecessor of the Association and served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, advisory director, officer, partner, trustee, employee or agent at the request of the Association or any predecessor of the Association; provided , however , that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person, except for a proceeding contemplated by Section 4 of this Article VIII, only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.

Advancement of Expenses.

The right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding or threatened proceeding in advance of its final disposition, such advances to be paid by the Association within 20 days after the receipt by the Association of a statement or statements from the claimant requesting such advance or advances from time to time; provided , however , that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director, advisory director or officer in his or her capacity as a director, advisory director or officer (and not in any other capacity in which service was or is rendered by such person while a director, advisory director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking by or on behalf of such director, advisory director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director, advisory director or officer is not entitled to be indemnified under this Article VIII or otherwise.

Section 3.

Procedure for Indemnification.

To obtain indemnification under this Article VIII, a claimant shall submit to the Association a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 3, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, or by a majority vote of a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, or (ii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

Section 4.

Certain Remedies.

If a claim under Section 1 of this Article VIII is not paid in full by the Association within thirty days after a written claim pursuant to Section 3 of this Article VIII has been received by the Association, or if a claim under Section 2 of this Article VIII is not paid in full by the Association within twenty days after a written claim pursuant to Section 2 of this Article VIII has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Association) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Association (including its Board of Directors or Independent Counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 5.

Binding Effect.

If a determination shall have been made pursuant to Section 3 of this Article VIII that the claimant is entitled to indemnification, the Association shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VIII.

Section 6.

Validity of this Article VIII.

The Association shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VIII that the procedures and presumptions of this Article VIII are not valid, binding and enforceable and shall stipulate in such proceeding that the Association is bound by all the provisions of this Article VIII.

Section 7.

Nonexclusivity, etc.

The right to indemnification and the payment of expenses incurred in defending a proceeding or threatened proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, Bylaws, agreement, vote of shareholders or Disinterested Directors or otherwise. No repeal or modification of this Article VIII, or adoption of any provision inconsistent herewith shall in any way diminish or adversely affect the rights of any present or former director, advisory director, officer, employee or agent of the Association or any predecessor thereof hereunder in respect of any occurrence or matter arising, or of any claim involving allegations of acts or omissions occurring or arising, prior to any such repeal or modification.

Section 8.

Insurance.

The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Association maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to whom rights to indemnification have been granted as provided in Section 9 of this Article VIII, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

Section 9.

Indemnification of Other Persons.

The Association may grant rights to indemnification, and rights to be paid by the Association the expenses incurred in defending any proceeding in advance of its final disposition, to any present or former employee or agent of the Association or any predecessor of the Association to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors, advisory directors and officers of the Association.

Section 10.

Severability.

If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 11.

Certain Definitions.

For purposes of this Article VI:

(1) “Disinterested Director” means a director of the Association who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(2) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any such person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Association or the claimant in an action to determine the claimant’s rights under this Article VIII.

Section 12.

Notices.

Any notice, request or other communication required or permitted to be given to the Association under this Article VIII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Association and shall be effective only upon receipt by the Secretary.

Section 13.

Payments

Notwithstanding any other provision of this Article VIII, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 USC 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 USC 1828(k) and the associated regulations; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 USC 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be consistent with safe and sound banking practices.

ARTICLE IX.

AMENDMENTS

These Bylaws, or any of them, may be added to, altered, amended or repealed by the Board at any regular or special meeting of the Board.

ARTICLE X.

GOVERNING LAW

This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations.

October 20, 2014

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 17, 2014

	By:	/s/ Leland Hansen
		Leland Hansen
		Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2014

($000’s)

	9/30/2014
Assets
Cash and Balances Due From	$	6,169,498
Depository Institutions
Securities		96,412,984
Federal Funds		61,856
Loans & Lease Financing Receivables		244,220,646
Fixed Assets		4,101,858
Intangible Assets		13,291,012
Other Assets		22,775,893
Total Assets	$	387,033,747

Liabilities
Deposits	$	284,226,575
Fed Funds		1,282,645
Treasury Demand Notes		0
Trading Liabilities		565,781
Other Borrowed Money		42,642,374
Acceptances		0
Subordinated Notes and Debentures		5,023,000
Other Liabilities		12,043,509
Total Liabilities	$	345,783,884

Equity
Common and Preferred Stock		18,200
Surplus		14,266,407
Undivided Profits		26,110,078
Minority Interest in Subsidiaries	$	855,178
Total Equity Capital	$	41,249,863

Total Liabilities and Equity Capital	$	387,033,747