ex10_1.htm


    Exhibit
      10.1
      REGISTRATION
        RIGHTS AGREEMENT

       

      BY
        AND BETWEEN

       

      BREITBURN
        ENERGY PARTNERS L.P.

       

      AND

       

      QUICKSILVER
        RESOURCES INC.

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                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.

     

    
      
         

      

      
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    “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

    
      
         

      

      
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      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

    
      
         

      

      
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      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 prospectus supplement or post-effective
      amendment after being notified of the matters to be incorporated in
      such

    
      
         

      

      
        11

        
          

        

      

      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.

     

    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.

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    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:

            	
              /s/ Halbert
                S.
                Washburn

            	 
	 	 	
              Halbert
                S.
                Washburn

            	 
	 	 	
              Co-Chief
                Executive Officer

            	 
	 	 	 	 


    

    
      	 	QUICKSILVER
              RESOURCES INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	
              /s/ Philip
                Cook

            	 
	 	 	
              Philip
                Cook

            	 
	 	 	
              Senior
                Vice President - Chief Financial Officer

            	 
	 	 	 	 


    

     

    [Signature
      Page to Registration Rights Agreement]