Exhibit 4.1


 


Execution Copy


 




 





 


 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


BREITBURN ENERGY PARTNERS L.P.


 


AND


 


THE PURCHASERS NAMED HEREIN


 


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
   

  	
  Registrable Securities

  	
  3

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REGISTRATION
  RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  14

  
	
  Section 2.10

  	
   

  	
  Transfer or Assignment
  of Registration Rights

  	
  15

  
	
  Section 2.11

  	
   

  	
  Limitation on
  Subsequent Registration Rights

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  
	
  Section 3.1

  	
   

  	
  Communications

  	
  15

  
	
  Section 3.2

  	
   

  	
  Successor and Assigns

  	
  16

  
	
  Section 3.3

  	
   

  	
  Aggregation of
  Purchased Units

  	
  16

  
	
  Section 3.4

  	
   

  	
  Recapitalization,
  Exchanges, Etc. Affecting the Common Units

  	
  16

  
	
  Section 3.5

  	
   

  	
  Specific Performance

  	
  16

  
	
  Section 3.6

  	
   

  	
  Counterparts

  	
  16

  
	
  Section 3.7

  	
   

  	
  Headings

  	
  16

  
	
  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 among BreitBurn Energy
Partners L.P., a Delaware limited partnership (“BreitBurn”), and each of
Purchasers listed in Schedule 2.1 to the Purchase Agreement (a “Purchaser” and,
collectively, the “Purchasers”).


 


WHEREAS, this Agreement is made in connection with the
Closing of the issuance and sale of the Purchased Units pursuant to the Unit
Purchase Agreement, dated as of September 11, 2007, by and among BreitBurn and
the Purchasers (the “Purchase Agreement”);


 


WHEREAS, BreitBurn has agreed to provide the
registration and other rights set forth in this Agreement for the benefit of
the Purchasers pursuant to the Purchase Agreement; and


 


WHEREAS, it is a condition to the obligations of each
Purchaser and BreitBurn under the Purchase 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 Purchase Agreement. The
terms set forth below are used herein as so defined:


 


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


 


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


 


“Effectiveness Period” has the meaning
specified therefor in Section 2.1(a)(i) 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 $27.00 times the number of Common Units purchased by such Purchaser.


 


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“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).


 


“Other Registrable Securities” means
Registrable Securities as defined in (i) that certain Registration Rights
Agreement of BreitBurn dated as of May 24, 2007, and (ii) that certain
Registration Rights Agreement of BreitBurn dated as of May 25, 2007.


 


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


 


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


 


“Purchaser” and “Purchasers” have the
meanings specified therefor in the introductory paragraph of this Agreement.


 


“Purchaser Underwriter Registration Statement”
has the meaning specified therefor in Section 2.4(o) of this Agreement.


 


“Registrable Securities” means:  (i) the Purchased 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 275 days 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.


 


“Underwritten Offering” means an offering
(including an offering pursuant to a Registration Statement) in which Common
Units are sold by BreitBurn 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.


 


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“Underwritten Offering Request” has the meaning
specified therefor in Section 2.3(a) of this Agreement.


 


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 Commission 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 BreitBurn 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.
BreitBurn shall prepare and file a registration statement under the Securities
Act to permit the resale 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”). BreitBurn 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
Commission as shall be selected by BreitBurn. BreitBurn 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 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 each Purchaser shall be
entitled to a payment with respect to the Purchased Units of each such
Purchaser, 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


 


3





















 


60 days, up to a
maximum of 1.0% of the Liquidated Damages Multiplier per 30-day period or
applicable portion thereof (the “Liquidated Damages”); provided,  however,
the aggregate amount of Liquidated Damages payable by BreitBurn under this
Agreement to each Purchaser shall not exceed 10.0% of the aggregate proceeds
from the sale of the Purchased Units. 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 each Purchaser in cash or immediately
available funds; provided, however, if BreitBurn 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 BreitBurn’s or BreitBurn’s
Subsidiaries’ credit facilities or other indebtedness filed as exhibits to the
BreitBurn SEC Documents, then to the extent it is unable to pay Liquidated
Damages in cash, BreitBurn 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, BreitBurn 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 a Purchaser shall cease at the earlier of (i) the effectiveness of the
Registration Statement and (ii) such time as the Purchased Units of such
Purchaser 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, BreitBurn
shall provide the Purchasers with written notice of the effectiveness of the
Registration Statement.


 


(iii)                               Waiver of Liquidated Damages.
If BreitBurn 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 BreitBurn 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 Purchased Units, taken as a
whole, in their sole discretion.


 


(iv)                              Termination of Purchaser’s Rights.
A Purchaser’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,
BreitBurn may, upon written notice to any Selling Holder whose Registrable
Securities are 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) BreitBurn is pursuing
an


 


4





















 


acquisition, merger, reorganization, disposition or
other similar transaction and BreitBurn determines in good faith that BreitBurn’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) BreitBurn has experienced some other material
non-public event the disclosure of which at such time, in the good faith
judgment of BreitBurn, would materially adversely affect BreitBurn; provided, however,
in no event shall the Purchasers 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, BreitBurn 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 Commission 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 Commission, but not including any day on which a suspension is lifted
or such amendment, supplement or report is filed and declared effective, if
applicable, BreitBurn 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 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.
If (i) at any time after the Lock-up Date BreitBurn proposes to file a
prospectus supplement to an effective shelf registration statement, other than
the Registration Statement contemplated by Section 2.1, or (ii) at any time
after the Lock-up Date BreitBurn proposes to file a registration statement,
other than a shelf registration statement, for the sale of Common Units in an
Underwritten Offering for its own account and/or the account of 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
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 BreitBurn
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


 


5





















 


Registrable Securities”) as each
such Holder may request in writing; provided,
however, that if BreitBurn 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 BreitBurn 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 the aggregate 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, each 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, BreitBurn shall determine for any reason
not to undertake or to delay such Underwritten Offering, BreitBurn 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 BreitBurn
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 Purchased Units, based on the Commitment Amounts. Notwithstanding
the foregoing, any Holder may deliver written notice (an “Opt Out Notice”)
to BreitBurn requesting that such Holder not receive notice from BreitBurn 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 BreitBurn that the total
amount of Common Units that the Selling Holders and any other Persons intend to
include in such 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 BreitBurn can be sold without having such adverse effect,
with such number to be allocated (i) first, to BreitBurn, (ii) second, to the
General Partner and its Affiliates to the extent they have been granted
registration rights pursuant to the Partnership Agreement, and (iii) third, pro
rata among


 


6





















 


the Selling Holders party to this Agreement and any
other Persons who have been or are granted registration rights, “Other
Holders”), 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
BreitBurn dated as of May 24, 2007, that certain Registration Rights Agreement
of BreitBurn dated as of May 25, 2007, and that certain Registration Rights
Agreement of BreitBurn to be entered into with Hermes pursuant to the Hermes
Contribution 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 and Other Registrable
Securities under the registration statement applicable to such securities
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, BreitBurn 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
Purchasers will not make more than one Underwritten Offering Request in any
180-day period.


 


General Procedures. In connection
with any Underwritten Offering under this Agreement, BreitBurn 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 BreitBurn shall 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, BreitBurn 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


 


7

















 


also be conditions
precedent to its obligations. No Selling Holder shall be required to make any
representations or warranties to or agreements with BreitBurn 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 BreitBurn 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 BreitBurn’s obligation to pay
Registration Expenses.


 


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


 


(a)                                  prepare
and file with the Commission 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 BreitBurn 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
Commission), 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 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 BreitBurn will not be required to qualify generally to


 


8





















 


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 Commission with respect to any filing referred to in clause
(i) and any written request by the Commission 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 Commission 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 BreitBurn 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, BreitBurn
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 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 Commission 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 BreitBurn 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 BreitBurn’s financial statements included
or incorporated by reference into the applicable registration statement. Each
of the opinion and the


 


9





















 


“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 Commission, 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 BreitBurn personnel as is
reasonable and customary to enable such parties to establish a due diligence
defense under the Securities Act; provided,
however, that BreitBurn 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 BreitBurn satisfactory to BreitBurn (including, if applicable,
any confidentiality agreement referenced in Section 8.6 of the Purchase
Agreement);


 


(k)                                  cause
all such Registrable Securities registered pursuant to this Agreement to be
listed on each securities exchange on which similar securities issued by
BreitBurn 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 BreitBurn to
enable the Selling Holders to consummate the disposition of such Registrable
Securities;


 


(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.


 


(o)                                 BreitBurn
agrees that, if any Purchaser 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 BreitBurn’s securities
of any Purchaser pursuant to this Agreement, and any amendment or supplement
thereof (any such registration statement or amendment or supplement a “Purchaser
Underwriter Registration Statement”), then BreitBurn will cooperate with
such Purchaser in allowing such Purchaser to conduct customary “underwriter’s
due diligence” with respect to BreitBurn and satisfy its obligations in respect
thereof. In addition, at any Purchaser’s request, BreitBurn will furnish to
such Purchaser, on the date of the effectiveness of any Purchaser Underwriter
Registration Statement and thereafter from time to time on such dates as such
Purchaser may reasonably request, (i) a letter, dated such date, from BreitBurn’s
independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters
in an underwritten


 


10





















 


public offering, addressed to such Purchaser, and (ii)
an opinion, dated as of such date, of counsel representing BreitBurn for
purposes of such Purchaser 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 such
Purchaser. BreitBurn will also permit legal counsel to such Purchaser to review
and comment upon any such Purchaser Underwriter Registration Statement at least
five Business Days prior to its filing with the Commission and all amendments
and supplements to any such Purchaser Underwriter Registration Statement within
a reasonable time period prior to their filing with the Commission and not file
any Purchaser Underwriter Registration Statement or amendment or supplement
thereto in a form to which such Purchaser’s legal counsel reasonably objects.


 


(p)                                 Each
Selling Holder, upon receipt of notice from BreitBurn 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 BreitBurn 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 BreitBurn, such Selling
Holder will, or will request the managing underwriter or underwriters, if any,
to deliver to BreitBurn (at BreitBurn’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.


 


(q)                                 If requested by a Purchaser, BreitBurn
shall:  (i) as soon as practicable
incorporate in a prospectus supplement or post-effective amendment such
information as such Purchaser 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 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. BreitBurn 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 BreitBurn, 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 BreitBurn
(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


 


11

















 


restriction generally
imposed by the underwriters on the officers or directors or any other Common
Unitholder of BreitBurn 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 Purchased
Units, based on the Commitment Amounts, (B) has delivered an Opt Out Notice to
BreitBurn 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 BreitBurn’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 BreitBurn, 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.
BreitBurn 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, BreitBurn shall not be responsible
for legal fees incurred by Holders in connection with the exercise of such
Holders’ rights hereunder. Each Selling Holder shall pay all Selling Expenses
in connection with any sale of its Registrable Securities hereunder.


 


Section 2.8                                      Indemnification.


 


(a)                                  By
BreitBurn. In the event of an offering of any Registrable Securities under
the Securities Act pursuant to this Agreement, BreitBurn 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


 


12





















 


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 BreitBurn 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 BreitBurn, its directors and officers, and each
Person, if any, who controls BreitBurn 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 BreitBurn 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 (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


 


13





















 


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 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 Commission that may permit the sale of
the Registrable


 


14

















 


Securities to the public
without registration, BreitBurn agrees to use its commercially reasonable efforts
to:


 


(a)                                  make
and keep public information regarding BreitBurn 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 Commission in a timely manner all reports and other documents required
of BreitBurn 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 Commission’s EDGAR
filing system, to such Holder forthwith upon request a copy of the most recent
annual or quarterly report of BreitBurn, and such other reports and documents
so filed as such Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing such Holder to sell any such
securities without registration.


 


Section 2.10           Transfer or Assignment of Registration Rights. The rights to
cause BreitBurn to register Registrable Securities granted to the Purchasers by
BreitBurn under this Section 2.10 may be transferred or assigned by one or more
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, or the transfer is to a
swap counterparty, following such transfer or assignment, each such transferee
or assignee holds Registrable Securities representing at least $20 million of
the Purchased Units, based on the Commitment Amounts, (b) BreitBurn is given
written notice prior to any said transfer or assignment, stating the name and
address of each such transferee and identifying the securities with respect to
which such registration rights are being transferred or assigned, and (c) each
such transferee assumes in writing responsibility for its portion of the
obligations of such Purchaser under this Agreement.


 


Section 2.11           Limitation on Subsequent Registration Rights. From and after
the date hereof, BreitBurn 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 BreitBurn that
would allow such current or future holder to require BreitBurn to include
securities in any registration statement filed by BreitBurn on a basis other
than pari passu with, or subject to priority in favor of, the Purchasers
hereunder.


 


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 Purchaser, to the address set forth under that Purchaser’s signature block
in accordance with the provisions of this Section 3.1;


 


15





















 


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


 


(c)                                  if
to BreitBurn, at 515 South Flower Street, Suite 4800, Los Angeles,
California  90071 (facsimile:  (213) 225-5916)), notice of which is given in
accordance with the provisions of this Section 3.1.


 


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 Purchased Units. All Purchased 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. Energy Income and Growth Fund and Fiduciary/Claymore MLP
Opportunity Fund shall be deemed to be Affiliates for the purposes of this
Section 3.3.


 


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 BreitBurn or any successor or
assign of BreitBurn (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.


 


16

















 


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 BreitBurn set forth herein. This Agreement and
the Purchase 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
BreitBurn 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.


 


Section 3.13                                Obligations
Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that no
Person other than the Purchasers (and their permitted assignees) and BreitBurn
shall have any obligation hereunder and that, notwithstanding that one or more
of the Purchasers may be a corporation, partnership or limited liability
company, 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, trustee officer, employee, agent, general or
limited partner, manager, member, stockholder, trustee or Affiliate of any of the
Purchasers or any former, current or future director, trustee, 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, trustee, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the Purchasers or
any former, current or future director, trustee, officer, employee, agent,
general or limited partner, manager, member, stockholder or Affiliate of any of
the foregoing, as such, for any obligations of the Purchasers under this
Agreement or the Purchase 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.


 


17

















 


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 a Purchaser under this Agreement, such action shall be in such
Purchaser’s sole discretion unless otherwise specified.


 


[The remainder of this page is intentionally left
blank.]


 


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:

  	
  Halbert S. Washburn

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Co-Chief Executive Officer

  



 


[Registration Rights Agreement –
Signature Page]


 

















 


	
   

  	
   

  	
  LEHMAN BROTHERS MLP OPPORTUNITY
  FUND

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Lehman Brothers MLP Opportunity

  
	
   

  	
   

  	
   

  	
  Associates L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Lehman Brothers MLP Opportunity

  
	
   

  	
   

  	
   

  	
  Associates L.L.C., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jeff Wood

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEHMAN BROTHERS MLP PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Lehman Brothers MLP Associates, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  LB I Group, Inc.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jeff Wood

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
								



 


[Registration Rights Agreement – Signature
Page]


 

















 


	
   

  	
   

  	
  CITIGROUP FINANCIAL PRODUCTS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Bret Engelkemier

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 


[Registration Rights Agreement – Signature
Page]


 
















 


	
   

  	
   

  	
  BAUPOST
  GROUP SECURITIES, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Baupost Group, L.L.C.

  
	
   

  	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Scott A.
  Nathan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  KAYNE ANDERSON MLP INVESTMENT

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James C. Baker

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KAYNE ANDERSON ENERGY TOTAL

  RETURN FUND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James C. Baker

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  KAYNE ANDERSON MLP FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KAYNE ANDERSON CAPITAL INCOME

  PARTNERS (QP), LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KAYNE ANDERSON MIDSTREAM

  OPPORTUNITIES FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KAYNE ANDERSON REAL ASSETS FUND,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  KAYNE ANDERSON NON-TRADITIONAL

  INVESTMENTS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARBCO II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KAYNE ANDERSON INCOME PARTNERS,

  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Shladovsky

  
	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
							



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  MLP
  & STRATEGIC EQUITY FUND INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James J. Cunnane, Jr.

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  ENERGY
  INCOME AND GROWTH FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


[REGISTRATION
RIGHTS AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  FIDUCIARY/CLAYMORE
  MLP

  OPPORTUNITY FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


[REGISTRATION
RIGHTS AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  STROME MLP FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Strome
  Investment Management, LP

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter Davies

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
						



 


[REGISTRATION
RIGHTS AGREEMENT – SIGNATURE PAGE]


 








 


	
   

  	
   

  	
  STRUCTURED FINANCE AMERICAS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Sunil Hariani

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Andrea Leung

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  TORTOISE GAS AND OIL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Zachary A. Hamel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  ZLP FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Zimmer Lucas
  Partners, LLC

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Craig M.
  Lucas

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  DOUBLE BLACK DIAMOND L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Carlson Capital, L.P.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Asgard Investment Corp.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Clint D. Carlson

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BLACK DIAMOND PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Carlson Capital, L.P.

  
	
   

  	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Asgard Investment Corp.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Clint D. Carlson

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
									



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  THE NORTHWESTERN MUTUAL LIFE

  INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Its Authorized Representative

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  MAGNETAR FINANCIAL, LLC, ON BEHALF

  OF ONE OR MORE OF ITS AFFILIATES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  MORGAN STANLEY STRATEGIC

  INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Alan Thomas

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  LB I GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On behalf of Equity Strategies (Special Situations Group)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Leon Zaltzman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  UBS AG LONDON BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Barry Gill

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 


[REGISTRATION RIGHTS AGREEMENT – SIGNATURE
PAGE]


 

















 


	
   

  	
   

  	
  CONTINENTAL CASUALTY COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Swank Energy
  Income Advisor L.P.

  
	
   

  	
   

  	
   

  	
  its investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jerry V.
  Swank

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  SWANK MLP CONVERGENCE FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jerry V.
  Swank

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LLOYDMINSTER CANADIAN

  OPPORTUNITY FUND, LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jerry V.
  Swank

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  AT MLP FUND, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Atlantic
  Trust Company, N.A.

  
	
   

  	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Paul
  McPheeters

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  HARTZ CAPITAL MLP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Hartz
  Capital, Inc.

  
	
   

  	
   

  	
   

  	
  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ronald J.
  Bangs

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  HITE MLP LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HITE Hedge
  Asset Managment LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James Jampel

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HITE HEDGE LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  HITE Hedge
  Asset Managment LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James Jampel

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]


 

















 


	
   

  	
   

  	
  CREDIT SUISSE SECURITIES (USA) LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael Meyers

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 


[REGISTRATION RIGHTS
AGREEMENT – SIGNATURE PAGE]