Exhibit 4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


 


BY
AND BETWEEN


 


 


BREITBURN
ENERGY PARTNERS L.P.


 


 


AND


 


 


QUICKSILVER
RESOURCES INC.


 


 

















TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  Article I

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Registrable Securities

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article II

  	
   

  	
  REGISTRATION RIGHTS

  	
   

  	
  3

  
	
  Section 2.1

  	
   

  	
  Registration

  	
   

  	
  3

  
	
  Section 2.2

  	
   

  	
  Piggyback Rights

  	
   

  	
  5

  
	
  Section 2.3

  	
   

  	
  Underwritten Offering

  	
   

  	
  7

  
	
  Section 2.4

  	
   

  	
  Sale Procedures

  	
   

  	
  8

  
	
  Section 2.5

  	
   

  	
  Cooperation by Holders

  	
   

  	
  11

  
	
  Section 2.6

  	
   

  	
  Restrictions on Public Sale by Holders of
  Registrable Securities

  	
   

  	
  11

  
	
  Section 2.7

  	
   

  	
  Expenses

  	
   

  	
  12

  
	
  Section 2.8

  	
   

  	
  Indemnification

  	
   

  	
  12

  
	
  Section 2.9

  	
   

  	
  Rule 144 Reporting

  	
   

  	
  15

  
	
  Section 2.10

  	
   

  	
  Transfer or Assignment of Registration
  Rights

  	
   

  	
  15

  
	
  Section 2.11

  	
   

  	
  Limitation on Subsequent Registration
  Rights

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article III

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  16

  
	
  Section 3.1

  	
   

  	
  Communications

  	
   

  	
  16

  
	
  Section 3.2

  	
   

  	
  Successor and Assigns

  	
   

  	
  16

  
	
  Section 3.3

  	
   

  	
  Aggregation of Acquired Units

  	
   

  	
  16

  
	
  Section 3.4

  	
   

  	
  Recapitalization, Exchanges, Etc

  	
   

  	
  16

  
	
  Section 3.5

  	
   

  	
  Specific Performance

  	
   

  	
  16

  
	
  Section 3.6

  	
   

  	
  Counterparts

  	
   

  	
  17

  
	
  Section 3.7

  	
   

  	
  Headings

  	
   

  	
  17

  
	
  Section 3.8

  	
   

  	
  Governing Law

  	
   

  	
  17

  
	
  Section 3.9

  	
   

  	
  Severability of Provisions

  	
   

  	
  17

  
	
  Section 3.10

  	
   

  	
  Entire Agreement

  	
   

  	
  17

  
	
  Section 3.11

  	
   

  	
  Amendment

  	
   

  	
  17

  
	
  Section 3.12

  	
   

  	
  No Presumption

  	
   

  	
  17

  
	
  Section 3.13

  	
   

  	
  Obligations Limited to Parties to Agreement

  	
   

  	
  17

  
	
  Section 3.14

  	
   

  	
  Interpretation

  	
   

  	
  18

  



 


i

















REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of November 1, 2007, by and between BreitBurn Energy Partners L.P., a
Delaware limited partnership (“BBEP”), and Quicksilver Resources Inc., a
Delaware corporation (“Quicksilver”).


 


WHEREAS, this
Agreement is made in connection with the issuance of the Acquired Units
pursuant to the Contribution Agreement, dated as of September 11, 2007, by and
between BreitBurn Operating L.P., a Delaware limited partnership, and
Quicksilver (as amended, the “Contribution Agreement”);


 


WHEREAS, BBEP has
agreed to provide the registration and other rights set forth in this Agreement
for the benefit of Quicksilver pursuant to the Contribution Agreement; and


 


WHEREAS, it is a
condition to the obligations of each of Quicksilver and BBEP under the
Contribution Agreement that this Agreement be executed and delivered.


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1                                      Definitions.
Capitalized terms used herein without definition shall have the meanings given
to them in the Contribution Agreement. The terms set forth below are used
herein as so defined:


 


“Acquired
Units” means the Common Units issued to Quicksilver upon consummation of
the transactions contemplated by the Contribution Agreement.


 


“Agreement”
has the meaning specified therefor in the introductory paragraph.


 


“BBEP”
has the meaning specified therefor in the introductory paragraph.


 


“Contribution
Agreement” has the meaning specified therefor in the Recitals of this
Agreement.


 


“Contribution
Amount” means $32.79 per Common Unit.


 


“Effectiveness
Period” has the meaning specified therefor in Section 2.1(a)(i) of
this Agreement.


 


“Fall 2007
Registration Rights Agreement” has the meaning specified therefor in Section
2.2(b) of this Agreement.


 


 

















 


“Holder”
means the record holder of any Registrable Securities.


 


“Included
Registrable Securities” has the meaning specified therefor in Section
2.2(a) of this Agreement.


 


“Liquidated
Damages” has the meaning specified therefor in Section 2.1(a)(ii) of
this Agreement.


 


“Liquidated
Damages Multiplier” means the product of $32.79 times the number of
Acquired Units.


 


“Lock-Up”
means the lock-up described in Section 6.20 of the Contribution Agreement.


 


“Losses”
has the meaning specified therefor in Section 2.8(a) of this Agreement.


 


“Managing
Underwriter” means, with respect to any Underwritten Offering, the book-running
lead manager of such Underwritten Offering.


 


“Opt Out
Notice” has the meaning specified therefor in Section 2.2(a) of this
Agreement.


 


“Other
Holders” has the meaning specified therefor in Section 2.2(b).


 


“Partnership
Agreement” means the First Amended and Restated Limited Partnership
Agreement of BreitBurn Energy Partners L.P., dated as of October 10, 2006.


 


“Quicksilver
Underwriter Registration Statement” has the meaning specified therefor in Section
2.4 of this Agreement.


 


“Quicksilver”
has the meaning specified therefor in the introductory paragraph.


 


“Registrable
Securities” means:  (i) the Acquired
Units, and (ii) any Common Units issued as Liquidated Damages pursuant to this
Agreement, all of which Registrable Securities are subject to the rights
provided herein until such rights terminate pursuant to the provisions hereof.


 


“Registration
Deadline” means one (1) year from the Closing Date.


 


“Registration
Expenses” has the meaning specified therefor in Section 2.7(a) of
this Agreement.


 


“Registration
Statement” has the meaning specified therefor in Section 2.1(a)(i)
of this Agreement.


 


“Selling
Expenses” has the meaning specified therefor in Section 2.7(a) of
this Agreement.


 


“Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.


 


2

















 


“Underwritten
Offering” means an offering (including an offering pursuant to a
Registration Statement) in which Common Units are sold to an underwriter on a
firm commitment basis for reoffering to the public or an offering that is a “bought
deal” with one or more investment banks.


 


Section 1.2                                      Registrable
Securities. Any Registrable Security will cease to be a Registrable
Security when:  (a) a registration
statement covering such Registrable Security has been declared effective by the
SEC and such Registrable Security has been sold or disposed of pursuant to such
effective registration statement; (b) such Registrable Security has been
disposed of pursuant to any section of Rule 144 (or any similar provision then
in force) under the Securities Act; (c) such Registrable Security can be
disposed of pursuant to Rule 144(k) (or any similar provision then in force)
under the Securities Act; (d) such Registrable Security is held by BBEP or one
of its Subsidiaries; or (e) such Registrable Security has been sold in a
private transaction in which the transferor’s rights under this Agreement are
not assigned to the transferee of such securities.


 


ARTICLE II

REGISTRATION RIGHTS


 


Section 2.1                                      Registration.


 


(a)                                  Registration.


 


(i)                                     Deadline
To Go Effective. BBEP shall prepare and file one or more registration
statements under the Securities Act to permit the resale of all of the
Registrable Securities from time to time, including as permitted by Rule 415
under the Securities Act (or any similar provision then in force) with respect
to all of the Registrable Securities (the “Registration Statement”). For
the avoidance of doubt, Quicksilver shall be entitled to specify the plan of
distribution under the Registration Statement, which may include one or more
Underwritten Offerings. BBEP shall use its commercially reasonable efforts to
cause the Registration Statement to become effective no later than the
Registration Deadline. A Registration Statement filed pursuant to this Section
2.1 shall be on such appropriate registration form of the SEC as shall be
selected by BBEP. BBEP will use its commercially reasonable efforts to cause
the Registration Statement filed pursuant to this Section 2.1 to be
continuously effective under the Securities Act until the date on which all
Registrable Securities have ceased to be Registrable Securities pursuant to Section
1.2 (the “Effectiveness Period”). The Registration Statement when
declared effective (including the documents incorporated therein by reference)
shall comply as to form with all applicable requirements of the Securities Act
and the Exchange Act and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


 


(ii)                                  Failure
To Go Effective. If the Registration Statement required by Section 2.1
of this Agreement is not declared effective by the Registration Deadline, then
Quicksilver shall be entitled to a payment with respect to the


 


3

















 


Acquired
Units, as liquidated damages and not as a penalty, of 0.25% of the Liquidated
Damages Multiplier per 30-day period or applicable portion thereof for the
first 60 days following the Registration Deadline, increasing by an additional
0.25% of the Liquidated Damages Multiplier per 30-day period or applicable
portion thereof for each subsequent 60 days, up to a maximum of 1.0% of the
Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”);
provided, however, the aggregate amount of Liquidated Damages payable by BBEP
under this Agreement to Quicksilver shall not exceed 10.0% of the Liquidated
Damages Multiplier. The Liquidated Damages payable pursuant to the immediately
preceding sentence shall be payable within ten (10) Business Days of the end of
each such 30-day period or applicable portion thereof. Any Liquidated Damages
shall be paid to Quicksilver in cash or immediately available funds; provided,
however, if BBEP certifies that it is unable to pay Liquidated Damages in cash
or immediately available funds because such payment would result in a breach
under any of BBEP’s or BBEP’s Subsidiaries’ credit facilities or other
indebtedness filed as exhibits to the BreitBurn Parent SEC Documents, then to
the extent it is unable to pay Liquidated Damages in cash BBEP may pay the
Liquidated Damages in kind in the form of the issuance of additional Common
Units. Upon any issuance of Common Units as Liquidated Damages, BBEP shall
promptly prepare and file an amendment to the Registration Statement prior to
its effectiveness adding such Common Units to such Registration Statement as
additional Registrable Securities. The determination of the number of Common
Units to be issued as Liquidated Damages shall be equal to the amount of
Liquidated Damages divided by the volume weighted average closing price of the
Common Units (as reported by The Nasdaq Global Market) for the ten (10) trading
days immediately preceding the date on which the Liquidated Damages payment is
due. The payment of Liquidated Damages to Quicksilver shall cease at the
earlier of (i) the effectiveness of the Registration Statement and (ii) such
time as the Acquired Units become eligible for resale under Rule 144(k)
promulgated under the Securities Act. As soon as practicable following the date
that the Registration Statement becomes effective, but in any event within two
Business Days of such date, BBEP shall provide Quicksilver with written notice
of the effectiveness of the Registration Statement.


 


(iii)                               Waiver
of Liquidated Damages. If BBEP is unable to cause a Registration Statement
to be declared effective by the Registration Deadline as a result of an
acquisition, merger, reorganization, disposition or other similar transaction,
then BBEP may request a waiver of the Liquidated Damages, which may be granted
or withheld by the consent of the Holders of a majority of the Acquired Units,
taken as a whole, in their sole discretion.


 


(iv)                              Termination
of Quicksilver’s Rights. Quicksilver’s rights (and any transferee’s rights
pursuant to Section 2.10 of this Agreement) under this Section 2.1
shall terminate upon the termination of the Effectiveness Period.


 


(b)                                 Delay
Rights. Notwithstanding anything to the contrary contained herein, BBEP
may, upon written notice to any Selling Holder whose Registrable Securities are


 


4

















 


included in
the Registration Statement, suspend such Selling Holder’s use of any prospectus
which is a part of the Registration Statement (in which event the Selling
Holder shall discontinue sales of the Registrable Securities pursuant to the
Registration Statement, but such Selling Holder may settle any such sales of
Registrable Securities) if (i) BBEP is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and BBEP determines in
good faith that BBEP’s ability to pursue or consummate such a transaction would
be materially adversely affected by any required disclosure of such transaction
in the Registration Statement or (ii) BBEP has experienced some other material
non-public event the disclosure of which at such time, in the good faith
judgment of BBEP, would materially adversely affect BBEP; provided, however, in
no event shall Quicksilver be suspended for a period that exceeds an aggregate
of 60 days in any 180-day period or 90 days in any 365-day period. Upon
disclosure of such information or the termination of the condition described
above, BBEP shall provide prompt notice to the Selling Holders whose
Registrable Securities are included in the Registration Statement, shall
promptly terminate any suspension of sales it has put into effect and shall
take such other actions to permit registered sales of Registrable Securities as
contemplated in this Agreement.


 


(c)                                  Additional
Rights to Liquidated Damages. If (i) the Holders shall be prohibited from
selling their Registrable Securities under the Registration Statement as a
result of a suspension pursuant to Section 2.1(b) of this Agreement in
excess of the periods permitted therein or (ii) the Registration Statement is
filed and declared effective but, during the Effectiveness Period, shall
thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded by a post-effective amendment to the Registration
Statement, a supplement to the prospectus or a report filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until
the suspension is lifted or a post-effective amendment, supplement or report is
filed with the SEC, but not including any day on which a suspension is lifted
or such amendment, supplement or report is filed and declared effective, if
applicable, BBEP shall owe the Holders an amount equal to the Liquidated
Damages, following (x) the date on which the suspension period exceeded the
permitted period under Section 2.1(b) of this Agreement or (y) the day
after the Registration Statement ceased to be effective or failed to be useable
for its intended purposes, as liquidated damages and not as a penalty. For
purposes of this Section 2.1(c), a suspension shall be deemed lifted on
the date that notice that the suspension has been lifted is delivered to the
Holders pursuant to Section 3.1 of this Agreement.


 


Section 2.2                                      Piggyback
Rights.


 


(a)                                  Participation.
Subject to the Lock-Up, if BBEP proposes to file a prospectus supplement to an
effective shelf registration statement, other than the Registration Statement
contemplated by Section 2.1 of this Agreement, or BBEP proposes to file
a registration statement, other than a shelf registration statement, in either
case, for the sale of Common Units in an Underwritten Offering for its own
account and/or another Person, then as soon as practicable but not less than
three Business Days prior to the filing of (x) any preliminary prospectus
supplement relating to such Underwritten Offering pursuant to Rule 424(b) under
the Securities Act, (y) the


 


5

















 


prospectus
supplement relating to such Underwritten Offering pursuant to Rule 424(b) under
the Securities Act (if no preliminary prospectus supplement is used) or (z)
such registration statement, as the case may be, then BBEP shall give notice (including,
but not limited to, notification by electronic mail) of such proposed
Underwritten Offering to the Holders and such notice shall offer the Holders
the opportunity to include in such Underwritten Offering such number of
Registrable Securities (the “Included Registrable Securities”) as each
such Holder may request in writing; provided, however, that if BBEP has been
advised by the Managing Underwriter that the inclusion of Registrable
Securities for sale for the benefit of the Holders will have a material adverse
effect on the price, timing or distribution of the Common Units in the
Underwritten Offering, then the amount of Registrable Securities to be offered
for the accounts of Holders shall be determined based on the provisions of Section
2.2(b) of this Agreement; provided, further, that BBEP shall not be
obligated to include any Registrable Securities in any Underwritten Offering
unless the Holders request inclusion of at least $10 million of Registrable
Securities in such offering. The notice required to be provided in this Section
2.2(a) to Holders shall be provided on a Business Day pursuant to Section
3.1 hereof and receipt of such notice shall be confirmed by such Holder. Each
such Holder shall then have three Business Days after receiving such notice to
request inclusion of Registrable Securities in the Underwritten Offering,
except that such Holder shall have one Business Day after such Holder confirms
receipt of the notice to request inclusion of Registrable Securities in the
Underwritten Offering in the case of a “bought deal” or “overnight transaction”
where no preliminary prospectus is used. If no request for inclusion from a
Holder is received within the specified time, such Holder shall have no further
right to participate in such Underwritten Offering. If, at any time after
giving written notice of its intention to undertake an Underwritten Offering
and prior to the closing of such Underwritten Offering, BBEP shall determine
for any reason not to undertake or to delay such Underwritten Offering, BBEP
may, at its election, give written notice of such determination to the Selling
Holders and, (x) in the case of a determination not to undertake such
Underwritten Offering, shall be relieved of its obligation to sell any Included
Registrable Securities in connection with such terminated Underwritten
Offering, and (y) in the case of a determination to delay such Underwritten
Offering, shall be permitted to delay offering any Included Registrable
Securities for the same period as the delay in the Underwritten Offering. Any
Selling Holder shall have the right to withdraw such Selling Holder’s request
for inclusion of such Selling Holder’s Registrable Securities in such offering
by giving written notice to BBEP of such withdrawal up to and including the
time of pricing of such offering. Each Holder’s rights under this Section
2.2(a) shall terminate when such Holder (together with any Affiliates or
swap counterparties of such Holder) holds less than $20 million of Acquired
Units (valued at the Contribution Amount). Notwithstanding the foregoing, any
Holder may deliver written notice (an “Opt Out Notice”) to BBEP
requesting that such Holder not receive notice from BBEP of any proposed
Underwritten Offering; provided that such Holder may later revoke any such
notice.


 


(b)                                 Priority
of Rights. If the Managing Underwriter or Underwriters of any proposed
Underwritten Offering of Common Units included in an Underwritten Offering
involving Included Registrable Securities advises BBEP that the total amount of
Common Units that the Selling Holders and any other Persons intend to include
in such


 


6

















 


offering
exceeds the number that can be sold in such offering without being likely to
have a material adverse effect on the price, timing or distribution of the
Common Units offered or the market for the Common Units, then the Common Units
to be included in such Underwritten Offering shall include the number of
Registrable Securities that such Managing Underwriter or Underwriters advises
BBEP can be sold without having such adverse effect, with such number to be
allocated (i) first, to BBEP and, in the case of any Underwritten Offering
pursuant to a registration statement filed pursuant to Section 7.12 of the
Partnership Agreement, the Person requesting the filing of such registration
statement, and (ii) second, pro rata among the Selling Holders party to this
Agreement and any other Persons who have been or are granted registration
rights (including the General Partner, “Other Holders”) who have
requested participation in the Underwritten Offering, in each case, who have
requested participation in such Underwritten Offering. The pro rata allocations
for each such Selling Holder shall be the product of (a) the aggregate number
of Common Units proposed to be sold by all Selling Holders and Other Holders in
such Underwritten Offering multiplied by (b) the fraction derived by dividing
(x) the number of Common Units owned on the Registration Deadline by such
Selling Holder or Other Holder by (y) the aggregate number of Common Units
owned on the Registration Deadline by all Selling Holders and Other Holders
participating in the Underwritten Offering. All participating Selling Holders
shall have the opportunity to share pro rata that portion of such priority
allocable to any Selling Holder(s) not so participating. As of the date of
execution of this Agreement, there are no other Persons with Registration
Rights relating to Common Units other than (i) the rights granted pursuant to
that certain Registration Rights Agreement of BBEP dated May 24, 2007, that
certain Registration Rights Agreement of BBEP dated May 25, 2007, and that
certain Registration Rights Agreement to be entered into in connection with the
Unit Purchase Agreement dated as of September 11, 2007 (the “Fall 2007
Registration Rights Agreement”), (ii) as described in this Section
2.2(b), and (iii) as set forth in the Partnership Agreement.


 


Section 2.3                                      Underwritten
Offering.


 


(a)                                  Request
for Underwritten Offering. If a Selling Holder elects to dispose of
Registrable Securities under the Registration Statement pursuant to an
Underwritten Offering and reasonably anticipates gross proceeds of greater than
seventy five million dollars ($75,000,000.00) from such Underwritten Offering,
BBEP shall, at the request of such Selling Holder (each, an “Underwritten
Offering Request”), enter into an underwriting agreement in customary form
with the Managing Underwriter or Underwriters, which shall include, among other
provisions, indemnities to the effect and to the extent provided in Section
2.8, and shall take all such other reasonable actions as are requested by the
Managing Underwriter to expedite or facilitate the disposition of the
Registrable Securities; provided, however, that the Holders will not make more
than one Underwritten Offering Request in any 180-day period.


 


(b)                                 General
Procedures. In connection with any Underwritten Offering under this
Agreement, BBEP shall be entitled to select the Managing Underwriter or
Underwriters. In connection with an Underwritten Offering contemplated by this
Agreement in which a Selling Holder participates, each Selling Holder and BBEP
shall


 


7

















 


be obligated
to enter into an underwriting agreement that contains such representations,
covenants, indemnities and other rights and obligations as are customary in
underwriting agreements for firm commitment offerings of securities. No Selling
Holder may participate in such Underwritten Offering unless such Selling Holder
agrees to sell its Registrable Securities on the basis provided in such
underwriting agreement and completes and executes all questionnaires, powers of
attorney, indemnities and other documents reasonably required under the terms
of such underwriting agreement. Each Selling Holder may, at its option, require
that any or all of the representations and warranties by, and the other
agreements on the part of, BBEP to and for the benefit of such underwriters
also be made to and for such Selling Holder’s benefit and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement also be conditions precedent to its obligations. No
Selling Holder shall be required to make any representations or warranties to
or agreements with BBEP or the underwriters other than representations,
warranties or agreements regarding such Selling Holder and its ownership of the
securities being registered on its behalf, its intended method of distribution
and any other representation required by Law. If any Selling Holder disapproves
of the terms of an underwriting, such Selling Holder may elect to withdraw
therefrom by notice to BBEP and the Managing Underwriter; provided, however,
that such withdrawal may only be made up to and including the time of pricing
of such Underwritten Offering. No such withdrawal or abandonment shall affect
BBEP’s obligation to pay Registration Expenses.


 


Section 2.4                                      Sale
Procedures. In connection with its obligations under this Article II,
BBEP will, as expeditiously as possible:


 


(a)                                  prepare
and file with the SEC such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary
to keep the Registration Statement effective for the Effectiveness Period and
as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Registration
Statement;


 


(b)                                 if
a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Registration Statement and the Managing
Underwriter at any time shall notify BBEP in writing that, in the sole judgment
of such Managing Underwriter, inclusion of detailed information to be used in
such prospectus supplement is of material importance to the success of the
Underwritten Offering of such Registrable Securities, use its commercially
reasonable efforts to include such information in such prospectus supplement;


 


(c)                                  furnish
to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Registration Statement or any other registration statement
contemplated by this Agreement or any supplement or amendment thereto, upon
request, copies of reasonably complete drafts of all such documents proposed to
be filed (including exhibits and each document incorporated by reference
therein to the extent then required by the rules and regulations of the SEC),
and provide each such Selling Holder the opportunity to object to any
information pertaining to such Selling Holder and its plan of distribution that
is contained therein and make the corrections reasonably


 


8

















 


requested by
such Selling Holder with respect to such information prior to filing the
Registration Statement or such other registration statement or supplement or
amendment thereto, and (ii) such number of copies of the Registration Statement
or such other registration statement and the prospectus included therein and
any supplements and amendments thereto as such Persons may reasonably request
in order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement or other registration
statement;


 


(d)                                 if
applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Registration Statement or any other
registration statement contemplated by this Agreement under the securities or
blue sky laws of such jurisdictions as the Selling Holders or, in the case of
an Underwritten Offering, the Managing Underwriter, shall reasonably
request;  provided, however, that BBEP
will not be required to qualify generally to transact business in any
jurisdiction where it is not then required to so qualify or to take any action
which would subject it to general service of process in any such jurisdiction
where it is not then so subject;


 


(e)                                  promptly
notify each Selling Holder and each underwriter of Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered by any
of them under the Securities Act, of (i) the filing of the Registration
Statement or any other registration statement contemplated by this Agreement or
any prospectus or prospectus supplement to be used in connection therewith, or
any amendment or supplement thereto, and, with respect to such Registration
Statement or any such other registration statement or any post-effective
amendment thereto, when the same has become effective; and (ii) any written comments
from the SEC with respect to any filing referred to in clause (i) and any
written request by the SEC for amendments or supplements to the Registration
Statement or any other registration statement or any prospectus or prospectus
supplement thereto;


 


(f)                                    immediately
notify each Selling Holder and each underwriter of Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of (i) the happening of any event as a result of which the
prospectus or prospectus supplement contained in the Registration Statement or
any other registration statement contemplated by this Agreement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; (ii)
the issuance or threat of issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or any other registration statement
contemplated by this Agreement, or the initiation of any proceedings for that
purpose; or (iii) the receipt by BBEP of any notification with respect to the
suspension of the qualification of any Registrable Securities for sale under
the applicable securities or blue sky laws of any jurisdiction. Following the
provision of such notice, BBEP agrees to as promptly as practicable amend or
supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing and to


 


9
















take such
other action as is necessary to remove a stop order, suspension, threat thereof
or proceedings related thereto;


 


(g)                                 upon
request, furnish to each Selling Holder copies of any and all transmittal
letters or other correspondence with the SEC or any other governmental agency
or self-regulatory body or other body having jurisdiction (including any
domestic or foreign securities exchange) relating to such offering of
Registrable Securities;


 


(h)                                 in
the case of an Underwritten Offering, furnish upon request, (i) an opinion of
counsel for BBEP and a letter of like kind both dated the date of the closing
under the underwriting agreement, and (ii) a “cold comfort” letter, dated the
date of the applicable registration statement or the date of any amendment or
supplement thereto and a letter of like kind dated the date of the closing
under the underwriting agreement, in each case, signed by the independent
public accountants who have certified BBEP’s financial statements included or
incorporated by reference into the applicable registration statement. Each of
the opinion and the “cold comfort” letter shall be in customary form and
covering substantially the same matters with respect to such registration
statement (and the prospectus and any prospectus supplement included therein)
as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to the underwriters in Underwritten Offerings of securities
and such other matters as such underwriters or Selling Holders may reasonably request;


 


(i)                                     otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder;


 


(j)                                     make
available to the appropriate representatives of the Managing Underwriter and
Selling Holders access to such information and BBEP personnel as is reasonable
and customary to enable such parties to establish a due diligence defense under
the Securities Act; provided, however, that BBEP need not disclose any such
information to any such representative unless and until such representative has
entered into or is otherwise subject to a confidentiality agreement with BBEP
satisfactory to BBEP;


 


(k)                                  cause
all such Registrable Securities registered pursuant to this Agreement to be
listed on each securities exchange on which similar securities issued by BBEP
are then listed;


 


(l)                                     use
its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of BBEP to enable
the Selling Holders to consummate the disposition of such Registrable
Securities;


 


10

















 


(m)                               provide
a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement; and


 


(n)                                 enter
into customary agreements and take such other actions as are reasonably
requested by the Selling Holders or the underwriters, if any, in order to
expedite or facilitate the disposition of such Registrable Securities.


 


BBEP agrees that, if Quicksilver could
reasonably be deemed to be an “underwriter”, as defined in Section 2(a)(11) of
the Securities Act, in connection with the registration statement in respect of
any registration of BBEP’s securities pursuant to this Agreement, and any
amendment or supplement thereof (any such registration statement or amendment
or supplement a “Quicksilver Underwriter Registration Statement”), then
BBEP will cooperate with Quicksilver in allowing Quicksilver to conduct
customary “underwriter’s due diligence” with respect to BBEP and satisfy its
obligations in respect thereof. In addition, at Quicksilver’s request, BBEP
will furnish to Quicksilver, on the date of the effectiveness of any Quicksilver
Underwriter Registration Statement and thereafter from time to time on such
dates as Quicksilver may reasonably request, (i) a letter, dated such date,
from BBEP’s independent certified public accountants in form and substance as
is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to Quicksilver, and
(ii) an opinion, dated as of such date, of counsel representing BBEP for
purposes of such Quicksilver Underwriter Registration Statement, in form, scope
and substance as is customarily given in an underwritten public offering,
including a standard “10b-5” opinion for such offering, addressed to
Quicksilver. BBEP will also permit legal counsel to Quicksilver to review and
comment upon any such Quicksilver Underwriter Registration Statement at least
five Business Days prior to its filing with the SEC and all amendments and
supplements to any such Quicksilver Underwriter Registration Statement within a
reasonable time period prior to their filing with the SEC and not file any
Quicksilver Underwriter Registration Statement or amendment or supplement
thereto in a form to which Quicksilver’s legal counsel reasonably objects.


 


Each Selling Holder, upon receipt of notice
from BBEP of the happening of any event of the kind described in Section
2.4(f) of this Agreement, shall forthwith discontinue disposition of the
Registrable Securities until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.4(f) of
this Agreement or until it is advised in writing by BBEP that the use of the
prospectus may be resumed, and has received copies of any additional or
supplemental filings incorporated by reference in the prospectus, and, if so
directed by BBEP, such Selling Holder will, or will request the managing
underwriter or underwriters, if any, to deliver to BBEP (at BBEP’s expense) all
copies in their possession or control, other than permanent file copies then in
such Selling Holder’s possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice.


 


If requested by Quicksilver, BBEP shall:  (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as
Quicksilver reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including information with respect to
the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) as soon as practicable make all
required filings of such


 


11

















 


prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) as soon as practicable, supplement or make
amendments to any Registration Statement.


 


Section 2.5                                      Cooperation by
Holders. BBEP shall have no obligation to include in the Registration
Statement Common Units of a Holder, or in an Underwritten Offering pursuant to Section
2.2 of this Agreement, Common Units of a Selling Holder who has failed to
timely furnish such information that, in the opinion of counsel to BBEP, is
reasonably required in order for the registration statement or prospectus
supplement, as applicable, to comply with the Securities Act.


 


Section 2.6                                      Restrictions
on Public Sale by Holders of Registrable Securities. For one year following
the Closing Date, each Holder of Registrable Securities who is included in the
Registration Statement agrees not to effect any public sale or distribution of
the Registrable Securities during the 30-day period following pricing of an
Underwritten Offering of equity securities by BBEP (except as provided in this Section
2.6); provided, however, that the duration of the foregoing restrictions
shall be no longer than the duration of the shortest restriction generally
imposed by the underwriters on the officers or directors or any other Common
Unitholder of BBEP on whom a restriction is imposed in connection with such
public offering. In addition, the provisions of this Section 2.6 shall
not apply with respect to a Holder that (A) owns less than $20 million of
Acquired Units (valued in accordance with the Contribution Agreement), (B) has
delivered an Opt Out Notice to BBEP pursuant to Section 2.2 hereof or
(C) has submitted a notice requesting the inclusion of Registrable Securities
in an Underwritten Offering pursuant to Section 2.2 hereof but is unable
to do so as a result of the priority provisions contained in Section 2.2(b)
hereof.


 


Section 2.7                                      Expenses.


 


(a)                                  Certain
Definitions. “Registration Expenses” means all expenses incident to
BBEP’s performance under or compliance with this Agreement to effect the
registration of Registrable Securities on the Registration Statement pursuant
to Section 2.1 hereof or an Underwritten Offering covered under this
Agreement, and the disposition of such securities, including, without
limitation, all registration, filing, securities exchange listing and The
Nasdaq Global Market fees, all registration, filing, qualification and other
fees and expenses of complying with securities or blue sky laws, fees of the
National Association of Securities Dealers, Inc., transfer taxes and fees of
transfer agents and registrars, all word processing, duplicating and printing
expenses and the fees and disbursements of counsel and independent public
accountants for BBEP, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance. “Selling
Expenses” means all underwriting fees, discounts and selling commissions
allocable to the sale of the Registrable Securities.


 


(b)                                 Expenses.
BBEP will pay all reasonable Registration Expenses as determined in good faith,
including, in the case of an Underwritten Offering, whether or not any sale is
made pursuant to such Underwritten Offering. In addition, except as otherwise
provided in Section 2.8 hereof, BBEP shall not be responsible for legal
fees incurred by Holders in connection with the exercise of such Holders’
rights hereunder.


 


12

















 


Each Selling
Holder shall pay all Selling Expenses in connection with any sale of its
Registrable Securities hereunder.


 


Section 2.8                                      Indemnification.


 


(a)                                  By
BBEP. In the event of an offering of any Registrable Securities under the
Securities Act pursuant to this Agreement, BBEP will indemnify and hold
harmless each Selling Holder thereunder, its directors and officers, and each
underwriter, pursuant to the applicable underwriting agreement with such
underwriter, of Registrable Securities thereunder and each Person, if any, who
controls such Selling Holder or underwriter within the meaning of the
Securities Act and the Exchange Act, and its directors and officers, against
any losses, claims, damages, expenses or liabilities (including reasonable
attorneys’ fees and expenses) (collectively, “Losses”), joint or
several, to which such Selling Holder, director, officer, underwriter or
controlling Person may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement or any other registration statement contemplated by this
Agreement, any preliminary prospectus, free writing prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which
they were made) not misleading, and will reimburse each such Selling Holder,
its directors and officers, each such underwriter and each such controlling
Person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such Loss or actions or
proceedings; provided, however, that BBEP will not be liable in any such case
if and to the extent that any such Loss arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in strict conformity with information furnished by such Selling Holder,
its directors or officers or any underwriter or controlling Person in writing
specifically for use in the Registration Statement or such other registration
statement, or prospectus supplement, as applicable. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of such Selling Holder, its directors or officers or any underwriter or
controlling Person, and shall survive the transfer of such securities by such
Selling Holder.


 


(b)                                 By
Each Selling Holder. Each Selling Holder agrees severally and not jointly
to indemnify and hold harmless BBEP, its directors and officers, and each
Person, if any, who controls BBEP within the meaning of the Securities Act or
of the Exchange Act, and its directors and officers, to the same extent as the
foregoing indemnity from BBEP to the Selling Holders, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf
of such Selling Holder expressly for inclusion in the Registration Statement or
any preliminary prospectus or final prospectus included therein, or any
amendment or supplement thereto; provided, however, that the liability of each
Selling Holder shall not be greater in amount than the dollar amount of the
proceeds


 


13

















 


(net of any
Selling Expenses) received by such Selling Holder from the sale of the
Registrable Securities giving rise to such indemnification.


 


(c)                                  Notice.
Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party other than under this Section 2.8. In any action
brought against any indemnified party, it shall notify the indemnifying party
of the commencement thereof. The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party
shall not be liable to such indemnified party under this Section 2.8 for
any legal expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected; provided, however, that,
(i) if the indemnifying party has failed to assume the defense or employ
counsel reasonably acceptable to the indemnified party or (ii) if the
defendants in any such action include both the indemnified party and the
indemnifying party and counsel to the indemnified party shall have concluded
that there may be reasonable defenses available to the indemnified party that
are different from or additional to those available to the indemnifying party,
or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, then the indemnified
party shall have the right to select one separate counsel and to assume such
legal defense and otherwise to participate in the defense of such action, with
the reasonable expenses and fees of such separate counsel and other reasonable
expenses related to such participation to be reimbursed by the indemnifying
party as incurred. Notwithstanding any other provision of this Agreement, no
indemnified party shall settle any action brought against it with respect to
which it is entitled to indemnification hereunder without the consent of the
indemnifying party, unless the settlement thereof imposes no liability or
obligation on, and includes a complete and unconditional release from all
liability of, the indemnifying party. Notwithstanding any other provision of
this Agreement, no indemnifying party shall settle any action brought against
an indemnified party with respect to which it is entitled to indemnification
hereunder without the consent of the indemnified party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnified party.


 


(d)                                 Contribution.
If the indemnification provided for in this Section 2.8 is held by a
court or government agency of competent jurisdiction to be unavailable to any
indemnified party or is insufficient to hold it harmless in respect of any
Losses, then each such indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Loss in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of
such indemnified party on the other in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant
equitable


 


14

















 


considerations;
provided, however, that in no event shall such Selling Holder be required to
contribute an aggregate amount in excess of the dollar amount of proceeds (net
of Selling Expenses) received by such Selling Holder from the sale of
Registrable Securities giving rise to such indemnification. The relative fault
of the indemnifying party on the one hand and the indemnified party on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact has been made by, or relates to,
information supplied by such party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this paragraph were to be determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to herein. The amount paid by
an indemnified party as a result of the Losses referred to in the first
sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss which is the subject of this paragraph. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who is not guilty of such fraudulent misrepresentation.


 


(e)                                  Other
Indemnification. The provisions of this Section 2.8 shall be in
addition to any other rights to indemnification or contribution that an
indemnified party may have pursuant to law, equity, contract or otherwise.


 


Section 2.9                                      Rule 144
Reporting. With a view to making available the benefits of certain rules
and regulations of the SEC that may permit the sale of the Registrable
Securities to the public without registration, BBEP agrees to use its
commercially reasonable efforts to:


 


(a)                                  make
and keep public information regarding BBEP available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times from
and after the date hereof;


 


(b)                                 file
with the SEC in a timely manner all reports and other documents required of
BBEP under the Securities Act and the Exchange Act at all times from and after
the date hereof; and


 


(c)                                  so
long as a Holder owns any Registrable Securities, furnish, unless otherwise not
available at no charge by access electronically to the SEC’s EDGAR filing
system, to such Holder forthwith upon request a copy of the most recent annual
or quarterly report of BBEP, and such other reports and documents so filed as
such Holder may reasonably request in availing itself of any rule or regulation
of the SEC allowing such Holder to sell any such securities without
registration.


 


Section 2.10                                Transfer
or Assignment of Registration Rights. The Holders acknowledge that the
rights set forth in this Agreement are subject to the provisions of the Lock-Up.
Subject to the Lock-Up, the rights to cause BBEP to register Registrable
Securities granted to Quicksilver by BBEP under this Article II may
be transferred or assigned by one or more


 


15

















 


Holders to one or more transferee(s) or assignee(s) of such Registrable
Securities; provided, however, that (a) unless such transferee is a Holder or
an Affiliate of the transferring Holder following such transfer or assignment,
such transferee or assignee holds Registrable Securities representing at least
$20 million of the Acquired Units (valued at the Contribution Amount), (b) BBEP
is given written notice prior to any said transfer or assignment, stating the
name and address of such transferee and identifying the securities with respect
to which such registration rights are being transferred or assigned, and (c)
such transferee assumes in writing responsibility for its portion of the
obligations of Quicksilver under this Agreement.


 


Section 2.11                                Limitation
on Subsequent Registration Rights. From and after the date hereof, BBEP
shall not, without the prior written consent of the Holders of a majority of
the outstanding Registrable Securities, enter into any agreement with any
current or future holder of any securities of BBEP that would allow such
current or future holder to require BBEP to include securities in any
registration statement filed by BBEP on a basis other than pari passu with, or
subject to priority in favor of, Quicksilver. BBEP hereby represents and
warrants to Quicksilver that the Fall 2007 Registration Rights Agreement does
not contain any rights that are more favorable to the holder(s) of Common Units
or other securities party thereto than the rights granted to Quicksilver
herein.


 


ARTICLE III

MISCELLANEOUS


 


Section 3.1                                      Communications.
All notices and other communications provided for or permitted hereunder shall
be made in writing by facsimile, electronic mail, courier service or personal
delivery:


 


(a)                                  if
to Quicksilver, to 777 West Rosedale St. Fort Worth, Texas 76104 (facsimile:
(817) 665-5021);


 


(b)                                 if
to a transferee of Quicksilver, to such Holder at the address provided pursuant
to Section 2.10 hereof; and


 


(c)                                  if
to BBEP, at 515 South Flower Street, Suite 4800, Los Angeles, California  90071 (facsimile: (213) 225-5916).


 


All such
notices and communications shall be deemed to have been received:  at the time delivered by hand, if personally
delivered; when receipt acknowledged, if sent via facsimile or electronic mail;
and when actually received, if sent by courier service or any other means.


 


Section 3.2                                      Successor and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including subsequent Holders
of Registrable Securities to the extent permitted herein.


 


Section 3.3                                      Aggregation of
Acquired Units. All Acquired Units held or acquired by Persons who are
Affiliates of one another shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement.


 


16

















 


Section 3.4                                      Recapitalization,
Exchanges, Etc. Affecting the Common Units. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any
and all units of BBEP or any successor or assign of BBEP (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for or in substitution of, the Registrable Securities, and shall be
appropriately adjusted for combinations, unit splits, recapitalizations and the
like occurring after the date of this Agreement.


 


Section 3.5                                      Specific
Performance. Damages in the event of breach of this Agreement by a party
hereto may be difficult, if not impossible, to ascertain, and it is therefore
agreed that each such Person, in addition to and without limiting any other
remedy or right it may have, will have the right to an injunction or other
equitable relief in any court of competent jurisdiction, enjoining any such
breach, and enforcing specifically the terms and provisions hereof, and each of
the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction
or other equitable relief. The existence of this right will not preclude any
such Person from pursuing any other rights and remedies at law or in equity
which such Person may have.


 


Section 3.6                                      Counterparts.
This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.


 


Section 3.7                                      Headings. The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


Section 3.8                                      Governing Law.
The Laws of the State of New York shall govern this Agreement.


 


Section 3.9                                      Severability
of Provisions. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting or impairing the
validity or enforceability of such provision in any other jurisdiction.


 


Section 3.10                                Entire
Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to
the rights granted by BBEP set forth herein. This Agreement and the
Contribution Agreement supersede all prior agreements and understandings
between the parties with respect to such subject matter.


 


Section 3.11                                Amendment.
This Agreement may be amended only by means of a written amendment signed by
BBEP and the Holders of a majority of the then outstanding Registrable
Securities; provided, however, that no such amendment shall materially and
adversely affect the rights of any Holder hereunder without the consent of such
Holder.


 


17

















 


Section 3.12                                No
Presumption. If any claim is made by a party relating to any conflict,
omission or ambiguity in this Agreement, no presumption or burden of proof or
persuasion shall be implied by virtue of the fact that this Agreement was
prepared by or at the request of a particular party or its counsel.


 


Section 3.13                                Obligations
Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees
and acknowledges that no Person other than Quicksilver (and its permitted
assignees) and BBEP shall have any obligation hereunder and that no recourse
under this Agreement or under any documents or instruments delivered in
connection herewith or therewith shall be had against any former, current or
future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of Quicksilver or any former, current or
future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the foregoing, whether by the
enforcement of any assessment or by any legal or equitable proceeding, or by
virtue of any applicable Law, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise be
incurred by any former, current or future director, officer, employee, agent,
general or limited partner, manager, member, stockholder or Affiliate of
Quicksilver or any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the foregoing, as such, for any obligations of Quicksilver under this
Agreement or the Contribution Agreement or any documents or instruments
delivered in connection herewith or therewith or for any claim based on, in
respect of or by reason of such obligation or its creation.


 


Section 3.14                                Interpretation.
Article and Section references are to this Agreement, unless otherwise
specified. All references to instruments, documents, contracts and agreements
are references to such instruments, documents, contracts and agreements as the
same may be amended, supplemented and otherwise modified from time to time,
unless otherwise specified. The word “including” shall mean “including but not
limited to”. Whenever any determination, consent or approval is to be made or
given by Quicksilver under this Agreement, such action shall be in Quicksilver’s
sole discretion unless otherwise specified.


 


[Signature
Page Follows]


 


18

















 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


	
   

  	
   

  	
  BREITBURN
  ENERGY PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  BreitBurn GP, LLC

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  QUICKSILVER
  RESOURCES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Glenn
  M. Darden

  	
   

  
	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer