Exhibit
4.2

    


    REGISTRATION
RIGHTS AGREEMENT

    


    by
and among

    


    BreitBurn
Energy Partners L.P.,

    


    BreitBurn
Finance Corporation,

    


    the
Guarantors party hereto,

    


    and

    


    Barclays
Capital Inc.,

    


    as
representative of the Initial Purchasers

    


    Dated
as of October 6, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”)
is made and entered into as of October 6, 2010, by and among BreitBurn Energy
Partners L.P., a Delaware limited partnership (the “Company”),
BreitBurn Finance Corporation, a Delaware corporation (“FinCo,”
and together with the Company, the “Issuers”),
the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Barclays Capital
Inc., as representative of the initial purchasers listed on Schedule A to the
Purchase Agreement (each an
“Initial
Purchaser” and,
collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the Issuers’ 8.625%
Senior Notes due 2020 (the “Initial
Notes”), fully and unconditionally guaranteed by the Guarantors (the
“Guarantees”)
pursuant to the Purchase Agreement (as defined below).  The Initial
Notes and the Guarantees attached thereto are herein collectively referred to as
the “Initial
Securities.”

     

    This
Agreement is made pursuant to the Purchase Agreement, dated October 1, 2010 (the
“Purchase
Agreement”), by and among the Issuers, the Guarantors and the Initial
Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the
benefit of the holders from time to time of Initial Securities, including the
Initial Purchasers.  In order to induce the Initial Purchasers to
purchase the Initial Securities, the Issuers have agreed to provide the
registration rights set forth in this Agreement.  The execution and
delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 7(n) of the Purchase Agreement.

     

    The
parties hereby agree as follows:

     

    SECTION
1.           Definitions.  As
used in this Agreement, the following capitalized terms shall have the following
meanings:

     

    Additional
Interest: As defined in Section 5 hereof.

     

    Advice: As defined in Section 6(c)
hereof.

     

    Affiliate:
As defined in Rule 144 promulgated by the Commission.

     

    Agreement:  As
defined in the preamble hereto.

     

    Blackout
Period:  As defined in
the last paragraph of Section 4(a) hereof.

     

    Broker-Dealer:  Any broker or
dealer registered under the Exchange Act.

     

    Business
Day:  Any day other
than a Saturday, Sunday or U.S. federal holiday or a day on which banking
institutions or trust companies located in New York, New York are authorized or
obligated to be closed.

     

    Closing
Date:  The date of this
Agreement.

     

    Commission:  The Securities
and Exchange Commission.

     

    Company:
As defined in the preamble hereto


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Consummate:  A registered
Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon
the occurrence of (i) the filing and effectiveness under the Securities Act of
the Exchange Offer Registration Statement relating to the Exchange Securities to
be issued in the Exchange Offer, (ii) the maintenance of such Registration
Statement continuously effective and the keeping of the Exchange Offer open for
a period not less than the minimum period required pursuant to Section 3(b)
hereof, and (iii) the delivery by the Issuers to the Registrar under the
Indenture of Exchange Securities in the same aggregate principal amount as the
aggregate principal amount of Initial Securities that were tendered by Holders
thereof pursuant to the Exchange Offer.

     

    Controlling
Person: As defined in Section 8(a) hereof.

     

    Exchange
Act:  The Securities
Exchange Act of 1934, as amended.

     

    Exchange
Date: The date that Exchange Securities are delivered by the Issuers to
the Registrar under the Indenture of Exchange Securities in the same aggregate
principal amount as the aggregate principal amount of Initial Securities that
were tendered by Holders thereof pursuant to the Exchange Offer.

     

    Exchange
Deadline: As defined in Section 3(b) hereof.

     

    Exchange
Offer:  An offer
registered under the Securities Act by the Issuers and the Guarantors pursuant
to a Registration Statement pursuant to which the Issuers offer the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all
such outstanding Transfer Restricted Securities held by such Holders for
Exchange Securities in an aggregate principal amount equal to the aggregate
principal amount of the Transfer Restricted Securities tendered in such exchange
offer by such Holders with terms that are identical in all respects to the
Transfer Restricted Securities (except that Exchange Securities will not contain
terms with respect to any increase in annual interest rate as described herein
and the transfer restrictions).

     

    Exchange Offer
Registration Statement:  The Registration
Statement relating to the Exchange Offer, including the related Prospectus, as
defined in Section 3(a) hereof.

     

    Exchange
Securities:  The 8.625%
Senior Notes due 2020, of the same series under the Indenture as the Initial
Securities, including the Guarantees attached thereto, to be offered to Holders
in exchange for Transfer Restricted Securities pursuant to this
Agreement.

     

    FinCo: As
defined in the preamble.

     

    FINRA: The
Financial Industry Regulatory Authority, Inc., an independent regulatory
organization (formerly National Association of Securities Dealers or
NASD).

     

    Guarantees:
As defined in the preamble hereto.


    
      
         


      

      
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    Holder:  As defined in
Section 2(b) hereof.

     

    Indemnified
Holder:  As defined in
Section 8(a) hereof.

     

    Indenture:  The Indenture,
dated as of October 6, 2010, by and among the Issuers, the Guarantors and U.S.
Bank, National Association, as trustee (the “Trustee”),
pursuant to which the Initial Securities and the Exchange Securities are to be
issued, as such Indenture is amended or supplemented from time to time in
accordance with the terms thereof.

     

    Initial
Notes:  As defined in
the preamble hereto.

     

    Initial
Placement:  The issuance and
sale by the Issuers of the Initial Securities to the Initial Purchasers pursuant
to the Purchase Agreement.

     

    Initial
Purchaser:  As defined in
the preamble hereto.

     

    Initial
Securities:  As defined in
the preamble hereto.

     

    Issuers:
As defined in the preamble hereto

     

    Person:  An individual,
partnership, corporation, limited liability company, trust, unincorporated
organization or other legal entity, or a government or agency or political
subdivision thereof.

     

    Prospectus:  The prospectus
included in a Registration Statement, as amended or supplemented by any
prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

     

    Registration
Default:  As defined in
Section 5 hereof.

     

    Registration
Statement:  Any Exchange
Offer Registration Statement or Shelf Registration Statement, which is filed
pursuant to the provisions of this Agreement, in each case, including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

     

    Securities
Act:  The Securities
Act of 1933, as amended.

     

    Shelf Filing
Deadline:  As defined in
Section 4(a) hereof.

     

    Shelf
Registration Statement:  As defined in
Section 4(a)(x) hereof.


    
      
         


      

      
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    Transfer
Restricted Securities: Each Initial Security,
until the earliest to occur of (a) the date on which such Initial Security is
exchanged in the Exchange Offer for an Exchange Security and entitled to be
resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act; (b) the date on which such Initial
Security has been effectively registered under the Securities Act and disposed
of in accordance with a Shelf Registration Statement; (c) if a Shelf
Registration Statement is required to be filed in accordance with Section 4
hereof, one year from the effective date of such Shelf Registration Statement;
(d) the date on which such Initial Security is sold pursuant to Rule 144 under
circumstances in which any legend borne by such Initial Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed, or the restrictive CUSIP number is redesignated as non-restrictive,
by the Issuers or pursuant to the Indenture; (e) the date upon which such
Initial Security is distributed to the public by a Broker-Dealer pursuant to the
“Plan of Distribution” contemplated by the Exchange Offer Registration Statement
(including delivery of the Prospectus contained therein) and (f) the date on
which such Initial Security ceases to be outstanding.

     

    Trust Indenture
Act:  The Trust
Indenture Act of 1939, as amended.

     

    Underwritten
Registration or Underwritten
Offering:  A registration
in which securities of the Issuers are sold to an underwriter for reoffering to
the public.

     

    SECTION
2.           Securities Subject to this
Agreement.

     

    (a)           Transfer Restricted
Securities.  The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.

     

    (b)           Holders of Transfer Restricted
Securities.  A Person is deemed to be a holder of Transfer
Restricted Securities (a “Holder”)
whenever such Person owns Transfer Restricted Securities.

     

    SECTION
3.           Registered Exchange
Offer.

     

    (a)           Unless
the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied
with), the Issuers and the Guarantors shall (i) cause to be filed with the
Commission sufficiently promptly so as to avoid a Registration Default with
respect to the Exchange Offer, a Registration Statement under the Securities Act
relating to the Exchange Securities and the Exchange Offer (the “Exchange Offer
Registration Statement”), (ii) use their commercially reasonable efforts
to cause such Exchange Offer Registration Statement to become effective under
the Securities Act sufficiently promptly so as to avoid a Registration Default
with respect to the Exchange Offer, (iii) in connection with the foregoing, file
(A) all pre-effective amendments to such Exchange Offer Registration Statement
as may be necessary in order to cause such Exchange Offer Registration Statement
to become effective, (B) if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Securities
Act and (C) cause all necessary filings in connection with the registration and
qualification of the Exchange Securities to be made under the state securities
or blue sky laws of such jurisdictions as are necessary to permit Consummation
of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence the Exchange Offer.  The Exchange
Offer shall be on the appropriate form permitting registration of the Exchange
Securities to be offered in exchange for the Transfer Restricted Securities and
to permit resales of Transfer Restricted Securities held by Broker-Dealers as
contemplated by Section 3(c) hereof.


    
      
         


      

      
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    (b)           The
Issuers and the Guarantors shall cause the Exchange Offer Registration Statement
to be effective continuously and shall keep the Exchange Offer open for a period
of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 Business Days after the date notice of
the Exchange Offer is mailed to the Holders.  The Issuers shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the Exchange Securities shall be
included in the Exchange Offer Registration Statement.  The Issuers
and the Guarantors shall use commercially reasonable efforts to cause the
Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective, but in no event
later than 400 days after the Closing Date (or if such 400th day is not a
Business Day, the next succeeding Business Day) (such 400th day
herein referred to as the “Exchange
Deadline”).

     

    (c)           The
Issuers shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Initial Securities that are Transfer Restricted
Securities that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Issuers), may exchange such Initial
Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be
deemed to be an “underwriter” within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with any resales of the Exchange Securities received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of the Prospectus contained
in the Exchange Offer Registration Statement.  Such “Plan of
Distribution” section shall also contain all other information with respect to
such resales by Broker-Dealers that the Commission may require in order to
permit such resales pursuant thereto, but such “Plan of Distribution” shall not
name any such Broker-Dealer or disclose the amount of Initial Securities held by
any such Broker-Dealer except to the extent required by the
Commission.

     

    The
Issuers and the Guarantors shall use commercially reasonable efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 6(c) hereof to the extent
necessary to ensure that it is available for resales of Transfer Restricted
Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the earlier of (i) 180 days from the date on which
the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.


    
      
         


      

      
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    The
Issuers shall provide sufficient copies of the latest version of such Prospectus
to Broker-Dealers promptly upon request at any time during such 180-day (or
shorter as provided in the foregoing sentence) period in order to facilitate
such resales.

     

    SECTION
4.           Shelf
Registration.

     

    (a)           Shelf
Registration.  If (i) the issuers and the Guarantors are not
required to file an Exchange Offer Registration Statement or to consummate the
Exchange Offer for the Initial Securities because the Exchange Offer is not
permitted by applicable law or Commission policy; (ii) for any reason the
Exchange Offer for the Initial Securities is not Consummated by the Exchange
Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities
that is not an Affiliate of the Issuer or Guarantors (A) such Holder is
prohibited by applicable law or Commission policy from participating in the
Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired
by it in the Exchange Offer to the public without delivering a prospectus and
that the Prospectus contained in the Exchange Offer Registration Statement is
not appropriate or available for such resales by such Holder, or (C) such Holder
is a Broker-Dealer and holds Initial Securities acquired directly from the
Issuers or one of their Affiliates, then, upon such Holder’s request, the
Issuers and the Guarantors shall (1) if permitted by law, cause the Transfer
Restricted Securities of such Holder to be reissued in a form that does not bear
any restrictive legends relating to the Securities Act or a restrictive CUSIP
number so that such Securities may be sold to the public in accordance with Rule
144 under the Securities Act by a person that is not an Affiliate of the Issuer
or any of the Guarantors where no conditions of Rule 144 are then applicable
(other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144
so long as such holding period requirement is satisfied at such time of such
reissue) and (2) in the event the Issuers cannot or do not comply with the
provisions of the foregoing clause within 20 Business Days of the later of (I)
the date of receipt by the Issuer of such notice of such Holder and (II) the
first to occur of the Exchange Date and the Exchange Deadline (such later date
being a “Shelf Filing
Deadline”), then the Issuers and the Guarantors shall

    


    (x)    cause
to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf
Registration Statement”) on or prior to the Shelf Filing Deadline which
Shelf Registration Statement shall provide for resales of all Transfer
Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and

     

    (y)           use
their commercially reasonable efforts to cause such Shelf Registration Statement
to be declared effective by the Commission on or before the 90th day after the
Shelf Filing Deadline (or if such 90th day is not a Business Day, the next
succeeding Business Day).


    
      
         


      

      
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    Each of
the Issuers and the Guarantors shall keep any such Shelf Registration Statement
continuously effective, supplemented and amended as required by the provisions
of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Transfer Restricted Securities by the Holders entitled
to the benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of
one year following the effective date of such Shelf Registration Statement (or
such shorter period that will terminate when all the Transferred Registered
Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement).  Each of the Issuers and the
Guarantors shall be deemed not to have used commercially reasonable efforts to
keep the Shelf Registration Statement effective during the requisite period if
any of the Issuers or the Guarantors voluntarily takes any action that would
result in Holders of Transfer Restricted Securities covered thereby not being
able to offer and sell such Transfer Restricted Securities during that period,
unless (X) such action is required by applicable law; or (Y) such action is
taken by any of the Issuers or Guarantors in good faith and for valid business
reasons (not including avoidance of the Issuers or the Guarantors obligations
hereunder) including, but not limited to, the acquisition or divestiture of
assets, so long as the Issuers and the Guarantors promptly thereafter comply
with the requirements of the last paragraph of Section 6(c) hereof (the period
during which the Shelf Registration Statement is not available under clauses (X)
or (Y) above, the “Blackout
Period”).  The Blackout Period shall not exceed 45 days in any
three-month period or 90 days in any
twelve-month period.

     

    (b)           Provision by Holders of Certain
Information in Connection with the Shelf Registration
Statement.  No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Issuers in writing, within ten Business Days after receipt of a request
therefor, such information as the Issuers may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein.  Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the
Issuers all information required to be disclosed in order to make the
information previously furnished to the Issuers by such Holder not materially
misleading.


    
      
         


      

      
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    SECTION
5.           Additional
Interest.  If (a) the Exchange Offer is not Consummated on or
prior to the Exchange Deadline, (b) a Shelf Registration Statement applicable to
the Transfer Restricted Securities required to be filed by the terms of this
Agreement is not declared effective (or does not automatically become effective)
on or prior to the 90th calendar day following any Shelf Filing Deadline (or if
such 90th day is not a Business Day, the next succeeding Business Day), or (c) a
Shelf Registration Statement applicable to the Transfer Restricted Securities
required to be filed by the terms of this Agreement is declared effective (or
automatically becomes effective) as required but thereafter fails to remain
effective or becomes unusable in connection with resales for more than 30
calendar days, excluding any Blackout Period (each such event referred to in
clauses (a) through (c) above, a “Registration Default”), the
Issuers hereby agree that the interest rate borne by the Transfer Restricted
Securities shall be increased by 1.0% per annum (“Additional Interest”) for the
period of occurrence of the Registration Default until the earlier of the
consummation of the Exchange Offer and such time as no Registration Default is
in effect.  Following the cure of all Registration Defaults,
Additional Interest will cease to accrue and the interest rate on the Transfer
Restricted Securities will revert to the original rate; provided, however, that, if after the
date such Additional Interest ceases to accrue, another Registration Default
occurs, Additional Interest will again commence accruing pursuant to the
foregoing provisions.

     

    All
obligations of the Issuers and the Guarantors set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such security
shall have been satisfied in full.

     

    SECTION
6.           Registration
Procedures.

     

    (a)           Exchange Offer Registration
Statement.  In connection with the Exchange Offer, the Issuers
and the Guarantors shall comply with all of the applicable provisions of Section
6(c) hereof, shall use commercially reasonable efforts to effect such exchange
to permit the sale of Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof.  As a
condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish,
upon the request of the Issuers, prior to the Consummation thereof, a written
representation to the Issuers (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate (within the meaning of Rule 405 under the
Securities Act) of the Issuers or the Guarantors, (B) it is not engaged in, and
does not intend to engage in, and has no arrangement or understanding with any
Person to participate in, a distribution (within the meaning of the Securities
Act) of the Exchange Securities to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Securities in its ordinary course of
business.  In addition, all such Holders of Transfer Restricted
Securities shall otherwise cooperate in the Issuers’ preparations for the
Exchange Offer.  Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Exchange Offer to participate in a
distribution of the securities to be acquired in the Exchange Offer (1) could
not under Commission policy as in effect on the date of this Agreement rely on
the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s
letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters, and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K if the
resales are of Exchange Securities obtained by such Holder in exchange for
Initial Securities acquired by such Holder directly from the
Issuers.


    
      
         


      

      
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    (b)           Shelf Registration
Statement.  In connection with any Shelf Registration
Statement, each of the Issuers and the Guarantors shall comply with all the
provisions of Section 6(c) hereof and shall use commercially reasonable efforts
to effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto each of the Issuers and the
Guarantors will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.

     

    (c)           General
Provisions.  In connection with any Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Initial
Securities by Broker-Dealers), each of the Issuers and the Guarantors
shall:

     

    (i)        
    use commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements (including, if required by the Securities Act or any
regulation thereunder, financial statements of the Guarantors) for the period
specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not
to be effective and usable for resale of Transfer Restricted Securities during
the period required by this Agreement, the Issuers shall file promptly an
appropriate amendment to such Registration Statement, in the case of clause (A),
correcting any such misstatement or omission, and, in the case of either clause
(A) or (B), use commercially reasonable efforts to cause such amendment to be
declared effective and such Registration Statement and the related Prospectus to
become usable for their intended purposes as soon as practicable
thereafter;

     

    (ii)           prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section
3 or 4 hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Securities Act, and to comply fully with the applicable provisions of Rules 424,
430A and 430B under the Securities Act in a timely manner; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the
Prospectus;

     

    
      
         


      

      
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    (iii)           advise
the underwriters, if any, and selling Holders promptly and, if requested by such
Persons, to confirm such advice in writing, (A) when the Prospectus or any
prospectus supplement or post-effective amendment has been filed, and, with
respect to any Registration Statement or any post-effective amendment thereto,
when the same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto, (C) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, (D) of the existence of any fact
or the happening of any event that makes any statement of a material fact made
in the Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration Statement
or the Prospectus in order to make the statements therein (with respect to the
Prospectus, in light of the circumstances under which they were made) not
misleading.  If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, each of the
Issuers and the Guarantors shall use commercially reasonable efforts to obtain
the withdrawal or lifting of such order at the earliest possible
time;

     

    (iv)           furnish
without charge to each of the Initial Purchasers, each selling Holder named in
any Registration Statement, and each underwriter, if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus included
therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the initial
filing of such Registration Statement), which documents will be subject to the
review and comment of such Holders and underwriters in connection with such
sale, if any, for a period of at least five Business Days, and the Issuers will
not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such
documents incorporated by reference) to which an Initial Purchaser of Transfer
Restricted Securities covered by such Registration Statement or the
underwriters, if any, shall reasonably object in writing within five Business
Days after the receipt thereof (such objection to be deemed timely made upon
confirmation of telecopy transmission within such period); provided, that this
clause (iv) shall not apply to any filing by the Company of any annual report on
Form 10-K, quarterly report on Form 10-Q or Current Report on Form 8-K with
respect to matters unrelated to the Initial Securities, the Transfer Restricted
Securities and the Exchange Securities and the offering or exchange
therefor.  The objection of an Initial Purchaser or underwriter, if
any, shall be deemed to be reasonable if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains a
material misstatement or omission;

     

    
      
         


      

      
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    (v)           in
the case of a Shelf Registration Statement, make available at during normal
business hours for inspection by the Initial Purchasers, the managing
underwriters, if any, participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by such Initial
Purchasers or any of the underwriters, all financial and other records,
pertinent corporate documents and properties of each of the Issuers and the
Guarantors and cause the Issuers’ and the Guarantors’ officers, directors and
employees to supply all information reasonably requested by any such Holder,
underwriter, attorney or accountant in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness and to participate in meetings with
investors to the extent requested by the managing underwriters, if
any;

     

    (vi)           if
requested by any selling Holders or the underwriters, if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriters, if any, may reasonably request to have
included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities, information with
respect to the principal amount of Transfer Restricted Securities being sold to
such underwriters, the purchase price being paid therefor and any other terms of
the offering of the Transfer Restricted Securities to be sold in such offering;
and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Issuers are notified of the matters
to be incorporated in such Prospectus supplement or post-effective
amendment;

     

    (vii)          in
the case of a Shelf Registration Statement, furnish to each Initial Purchaser,
each selling Holder and each of the underwriters, if any, without charge, at
least one copy of the Registration Statement, as first filed with the
Commission, and of each amendment thereto, including financial statements and
schedules, all documents incorporated by reference therein and all exhibits
(including exhibits incorporated therein by reference);

     

    (viii)        deliver
to each selling Holder and each of the underwriters, if any, without charge, as
many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of
the Issuers and the Guarantors hereby consents to the use of the Prospectus and
any amendment or supplement thereto by each of the selling Holders and each of
the underwriters, if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;

     

    
      
         


      

      
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    (ix)           in
the case of a Shelf Registration Statement, enter into such agreements
(including an underwriting agreement), and make such representations and
warranties, and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to
such extent as may be requested by any Initial Purchaser or by any Holder of
Transfer Restricted Securities or underwriter in connection with any sale or
resale pursuant to any Registration Statement contemplated by this Agreement;
and, whether or not an underwriting agreement is entered into and whether or not
the registration is an Underwritten Registration, each of the Issuers and the
Guarantors shall:

     

    (A)          furnish
to each Initial Purchaser, each selling Holder and each underwriter, if any, in
such substance and scope as they may request and as are customarily made by
issuers to underwriters in primary underwritten offerings, upon the
effectiveness of the Shelf Registration Statement:

     

    (1)           a
certificate, dated the date of effectiveness of the Shelf Registration Statement
signed by (y) the Chief Executive Officer, the President or any Vice President
and (z) a principal financial or accounting officer of each of the Issuers and
the Guarantors, confirming, as of the date thereof, the matters set forth in
Section 7(k) of the Purchase Agreement and such other matters as such parties
may reasonably request;

     

    (2)           an
opinion, dated the date of effectiveness of the Shelf Registration Statement, as
the case may be, of counsel for the Issuers and the Guarantors, covering the
matters set forth in Sections 7(c)-7(e) of the Purchase Agreement and such other
matter as such parties may reasonably request, and in any event including a
statement to the effect that such counsel has participated in conferences with
officers and other representatives of the Issuers and the Guarantors,
representatives of the independent public accountants for the Issuers and the
Guarantors, representatives of the underwriters, if any, and counsel to the
underwriters, if any, in connection with the preparation of such Shelf
Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy, completeness
or fairness of such statements; and that such counsel advises that, on the basis
of the foregoing, no facts came to such counsel’s attention that caused such
counsel to believe that the Shelf Registration Statement, at the time such Shelf
Registration Statement became effective, and contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus contained in such Registration Statement as of its date contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made not misleading.  Without limiting the
foregoing, such counsel may state further that such counsel assumes no
responsibility for, and has not independently verified, the accuracy,
completeness or fairness of the financial statements, notes and schedules and
other financial, accounting and reserve data included in any Shelf Registration
Statement contemplated by this Agreement or the related Prospectus;
and


    
      
         


      

      
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    (3)           a
customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Issuers’ independent accountants, in the
customary form and covering matters of the type customarily requested to be
covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in the
comfort letters delivered pursuant to Section 7(g) of the Purchase Agreement,
without exception;

     

    (B)          set
forth in full or incorporate by reference in the underwriting agreement, if any,
the indemnification provisions and procedures of Section 8 hereof with respect
to all parties to be indemnified pursuant to said Section; and

     

    (C)          deliver
such other documents and certificates as may be reasonably requested by such
parties to evidence compliance with Section 6(c)(ix)(A) hereof and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Issuers or any of the Guarantors pursuant to this Section
6(c)(ix), if any.

     

    If at any
time the representations and warranties of the Issuers and the Guarantors
contemplated in Section 6(c)(ix)(A)(1) hereof cease to be true and correct, the
Issuers or the Guarantors shall so advise the Initial Purchasers and the
underwriters, if any, and each selling Holder promptly and, if requested by such
Persons, shall confirm such advice in writing;


    
      
         


      

      
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    (x)       
    prior to any public offering of Transfer Restricted
Securities pursuant to a Shelf Registration Statement, cooperate with the
selling Holders, the underwriters, if any, and their respective counsel in
connection with the registration and qualification of the Transfer Restricted
Securities under the state securities or blue sky laws of such jurisdictions as
the selling Holders or underwriters, if any, may request and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that none
of the Issuers nor the Guarantors shall be required to register or qualify as a
foreign entity where it is not then so qualified or to take any action that
would subject it to the service of process in suits or to taxation in any
jurisdiction where it is not then so subject;

     

    (xi)           shall
issue, in connection with the Consummation of the Exchange Offer and in
accordance with the Indenture, Exchange Securities having an aggregate principal
amount equal to the aggregate principal amount of Initial Securities surrendered
to the Issuers by the Holders in exchange therefore;

     

    (xii)          cooperate
with the selling Holders and the underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such
Transfer Restricted Securities to be in such denominations and registered in
such names as the Holders or the underwriters, if any, may request at least two
Business Days prior to any sale of Transfer Restricted Securities made by such
Holders or underwriters;

     

    (xiii)         use
commercially reasonable efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such
other domestic governmental agencies or authorities as may be necessary to
enable the seller or sellers thereof or the underwriters, if any, to consummate
the disposition of such Transfer Restricted Securities, subject to the proviso
contained in Section 6(c)(xii) hereof;

     

    (xiv)         if
any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading;

     

    (xv)          provide
a CUSIP number for all Exchange Securities not later than the effective date of
the Registration Statement covering such Exchange Securities and provide the
Trustee under the Indenture with printed certificates for such Exchange
Securities which are in a form eligible for deposit with the Depository Trust
Company and take all other action necessary to ensure that all such Exchange
Securities are eligible for deposit with the Depository Trust
Company;

     

    
      
         


      

      
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    (xvi)         cooperate
and assist in any filings required to be made with the FINRA and in the
performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter” as that term is defined within the rules and
regulations of the FINRA) that is required to be retained in accordance with the
rules and regulations of the FINRA;

     

    (xvii)        otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the
requirements of Rule 158 under the Securities Act (which need not be audited)
for the twelve-month period (A) commencing at the end of any fiscal quarter in
which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of the Issuers’
first fiscal quarter commencing after the effective date of the Registration
Statement;

     

    (xviii)       cause
the Indenture to be qualified under the Trust Indenture Act not later than the
effective date of the first Registration Statement required by this Agreement,
and, in connection therewith, cooperate with the Trustee and the Holders of the
Initial Securities to effect such changes to the Indenture as may be required
for such Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and to execute and use commercially reasonable efforts to cause
the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner;
and

     

    (xix)          in
the case of a Shelf Registration Statement, cause all Transfer Restricted
Securities covered by such Shelf Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities
issued by the Issuers are then listed if requested by the Holders of a majority
in aggregate principal amount of Initial Securities or the managing
underwriters, if any.

     

    Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice from the Issuers of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof or any Blackout Period described in
Section 4(a) hereof, such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xiv) hereof, or until it is advised in
writing (the “Advice”)
by the Issuers that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus.  If so directed by the Issuers, each
Holder will deliver to the Issuers (at the Issuers’ expense) all copies, other
than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of such notice.  In the event the Issuers shall give any such
notice, the time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 6(c)(iii)(D) hereof or notice of any
Blackout Period to and including the date when each selling Holder covered by
such Registration Statement shall have received the copies of the supplemented
or amended Prospectus contemplated by Section 6(c)(xiv) hereof or shall have
received the Advice.

     

    
      
         


      

      
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    SECTION
7.           Registration
Expenses.

     

    (a)           All
expenses incident to the Issuers’ and the Guarantors’ performance of or
compliance with this Agreement will be borne by the Issuers and the Guarantors,
jointly and severally, regardless of whether a Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with the
FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations
of the FINRA)); (ii) all fees and expenses of compliance with federal securities
and state securities or blue sky laws; (iii) all expenses of printing (including
printing of Prospectuses), if any, messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Issuers, the
Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer
Restricted Securities; and (v) all fees and disbursements of independent
certified public accountants of the Issuers and the Guarantors (including the
expenses of any special audit and comfort letters required by or incident to
such performance).

     

    Each of
the Issuers and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Issuers or the Guarantors.

     

    (b)           In
connection with any Shelf Registration Statement required by this Agreement, the
Issuers and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being registered
pursuant to the Shelf Registration Statement, as applicable, for the reasonable
fees and disbursements of not more than one counsel, who shall be Vinson &
Elkins L.L.P. or such other counsel as may be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

     

    
      
         


      

      
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    SECTION
8.           Indemnification.

     

    (a)           The
Issuers and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
any Holder (any of the Persons referred to in this clause (ii) being hereinafter
referred to as a “controlling
person”) and
(iii) the respective officers, directors, partners, employees, representatives
and agents of any Holder or any controlling person (any Person referred to in
clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified
Holder”), to the fullest extent lawful, from and against any and all
losses, claims, damages or liabilities (or actions in respect thereof)
including, without limitation, and as incurred, reimbursement of each such
Indemnified Holder for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim damage,
liability or action, joint or several, directly or indirectly arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (with respect to the Prospectus, in light of the circumstances under
which they were made) not misleading, except insofar as such losses, claims,
damages, liabilities or actions are caused by an untrue statement or omission or
alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing
to the Issuers by any of the Holders expressly for use therein.  This
indemnity agreement shall be in addition to any liability which the Issuers or
any of the Guarantors may otherwise have.

     

    In case
any action or proceeding (including any governmental or regulatory investigation
or proceeding) shall be brought or asserted against any of the Indemnified
Holders with respect to which indemnity may be sought against the Issuers or the
Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by
such controlling person) shall promptly notify the Issuers and the Guarantors in
writing; provided,
however, that the failure to give such notice shall not relieve the
Issuers or any of the Guarantors of their respective obligations pursuant to
this Agreement.  Such Indemnified Holder shall have the right to
employ its own counsel in any such action and the fees and expenses of such
counsel shall be paid, as incurred, by the Issuers and the Guarantors
(regardless of whether it is ultimately determined that an Indemnified Holder is
not entitled to indemnification hereunder).  The Issuers and the
Guarantors shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for such Indemnified
Holders, which firm shall be designated by the Holders.  The Issuers
and the Guarantors shall be liable for any settlement of any such action or
proceeding effected with the Issuers’ and the Guarantors’ prior written consent,
and each of the Issuers and the Guarantors agrees to indemnify and hold harmless
any Indemnified Holder from and against any loss, claim, damage, liability or
expense by reason of any settlement of any action effected with the written
consent of the Issuers and the Guarantors.  The Issuers and the
Guarantors shall not, without the prior written consent of each Indemnified
Holder, settle or compromise or consent to the entry of judgment in or otherwise
seek to terminate any pending or threatened action, claim, litigation or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not any Indemnified Holder is a party thereto), unless
such settlement, compromise, consent or termination includes an unconditional
release of each Indemnified Holder from all liability arising out of such
action, claim, litigation or proceeding.

     

    
      
         


      

      
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    (b)           Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Issuers, the Guarantors and their respective directors, officers of the Issuers
and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) the Issuers or any of the Guarantors, and the respective officers,
directors, partners, employees, representatives and agents of each such Person,
to the same extent as the foregoing indemnity from the Issuers and the
Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement or
Prospectus.  In case any action or proceeding shall be brought against
the Issuers, the Guarantors or their respective directors or officers or any
such controlling person in respect of which indemnity may be sought against a
Holder of Transfer Restricted Securities, such Holder shall have the rights and
duties given the Issuers and the Guarantors, and the Issuers, the Guarantors,
their respective directors and officers and such controlling person shall have
the rights and duties given to each Holder by the preceding
paragraph.

     

    (c)           If
the indemnification provided for in this Section 8 is unavailable to an
indemnified party under Section 8(a) or (b) hereof (other than by reason of
exceptions provided in those Sections) in respect of any losses, claims,
damages, liabilities or actions referred to therein, then each applicable
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 losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative benefits received by the Issuers and the
Guarantors, on the one hand, and the Holders, on the other hand, from the
Initial Placement (which in the case of the Issuers and the Guarantors shall be
deemed to be equal to the total gross proceeds to the Issuers and the Guarantors
from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting
in such losses, claims, damages, liabilities or actions, and such Registration
Statement, or if such allocation is not permitted by applicable law, the
relative fault of the Issuers and the Guarantors, on the one hand, and the
Holders, on the other hand, in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The relative fault of the Issuers
and the Guarantors on the one hand and of the Indemnified Holder 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 relates to information supplied by the Issuers or any
of the Guarantors, on the one hand, or the Indemnified Holders, on the other
hand, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and actions referred to above shall be deemed to include, subject to
the limitations set forth in the second paragraph of Section 8(a) hereof, any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.

     

    
      
         


      

      
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    The
Issuers, the Guarantors and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(c) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or actions referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 8,
none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total discount received by such Holder with respect to the Initial Securities
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  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 was not guilty of such fraudulent
misrepresentation.  The Holders’ obligations to contribute pursuant to
this Section 8(c) are several in proportion to the respective principal amount
of Initial Securities held by each of the Holders hereunder and not
joint.

     

    SECTION
9.           Rule 144A.  Each of
the Issuers and the Guarantors hereby agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Securities
Act.

     

    SECTION
10.         Participation in Underwritten
Registrations.  No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting
arrangements.

     

    SECTION
11.         Selection of
Underwriters.  The Holders of Transfer Restricted Securities
covered by the Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering.  In any
such Underwritten Offering, the investment bankers and managing underwriter(s)
that will administer such offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided,
however, that such investment banker(s) and managing underwriters must be
reasonably satisfactory to the Issuers.

     

    
      
         


      

      
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    SECTION
12.         Miscellaneous.

     

    (a)           Remedies.  Each of
the Issuers and the Guarantors hereby agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.

     

    (b)           No Inconsistent
Agreements.  Each of the Issuers and the Guarantors will not on
or after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof.  The
rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of the Issuers’ or any
of the Guarantors’ securities under any agreement in effect on the date
hereof.

     

    (c)           Adjustments Affecting the
Securities.  The Issuers will not take any action, or permit
any change to occur, with respect to the Initial Securities that would
materially and adversely affect the ability of the Holders to Consummate any
Exchange Offer.

     

    (d)           Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given unless the Issuers have (i) in the case of
Section 5 hereof and this Section 12(d)(i), obtained the written consent of
Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
(excluding any Transfer Restricted Securities held by the Issuers or its
Affiliates).  Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities being tendered or registered; provided, however, that, with respect to
any matter that directly or indirectly affects the rights of any Initial
Purchaser hereunder, the Issuers shall obtain the written consent of each such
Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.

     

    (e)           Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail (registered or certified,
return receipt requested), telex, telecopier, or air courier guaranteeing
overnight delivery:

     

    (i)           
 if to a Holder, at the address set forth on the records of the Trustee
under the Indenture, with a copy to the Trustee under the Indenture;
and

     

    (ii)          
 if to the Issuers:

     

    
      
         


      

      
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    BreitBurn
Energy Partners L.P.

    515 South
Flower Street

    Los
Angeles, CA 90071

    Attention:  Gregory
C. Brown

     

    with a
copy (which shall not constitute notice) to:

     

    Vinson
& Elkins  L.L.P.

    666 Fifth
Avenue

    26th
Floor

    New York,
NY 10103-0040

    Facsimile:  (917)
849-5353

    Attention:
Shelley A. Barber

     

    All such
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

     

    Copies of
all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee at the address specified
in the Indenture.

     

    (f)          
Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without limitation, and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

     

    (g)         Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

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

     

    (i)          Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES THEREOF.

     

    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    (j)           Severability.  In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     

    (k)           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 registration rights granted by the Issuers with
respect to the Transfer Restricted Securities.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.

     

    [signature page
follows]


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    

     

    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

              
	 
      	
                Name:
      Halbert S. Washburn

              
	 
      	
                Title:   Chief
      Executive Officer

              
	 
      	 
      	 
      
	
                BREITBURN
      FINANCE CORPORATION

              
	 
      	 
      	 
      
	
                By:

              	
                s/ Halbert S. Washburn

              
	 
      	
                Name:

              	
                Halbert
      S. Washburn

              
	 
      	 
      	
                Title:   Co-Chief
      Executive Officer

              
	 
      	 
      	 
      
	
                BREITBURN
      OPERATING GP, LLC

              
	 
      	 
      	 
      
	
                By:

              	
                s/ Halbert S. Washburn

              
	 
      	
                Name:

              	
                Halbert
      S. Washburn

              
	 
      	 
      	
                Title:   Chief
      Executive Officer

              
	 
      	 
      	 
      
	
                BREITBURN
      GP, LLC

              
	 
      	 
      	 
      
	
                By:

              	
                s/ Halbert S. Washburn

              
	 
      	
                Name:

              	
                Halbert
      S. Washburn

              
	 
      	 
      	
                Title:   Chief
      Executive Officer

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            BREITBURN
      MANAGEMENT COMPANY, LLC

                          
	 
      	 
      	 
      
	
                            By:

                          	
                            s/ Halbert S. Washburn

                          
	 
      	
                            Name:

                          	
                            Halbert
      S. Washburn

                          
	 
      	 
      	
                            Title:
      Chief Executive Officer

                          
	 
	
                            BREITBURN
      OPERATING L.P.

                          
	 
      	 
      	 
      
	
                            By:

                          	
                            BreitBurn
      Operating GP, LLC,

                          
	 
      	
                            its
      general partner

                          
	 
      	 
      	 
      
	
                            By:

                          	
                            s/ Halbert S. Washburn

                          
	 
      	
                            Name:

                          	
                            Halbert
      S. Washburn

                          
	 
      	 
      	
                            Title:
      Chief Executive Officer

                          
	 
	
                            ALAMITOS
      COMPANY

                          
	 
      	 
      	 
      
	
                            By:

                          	
                            s/ Halbert S. Washburn

                          
	 
      	
                            Name:

                          	
                            Halbert
      S. Washburn

                          
	 
      	 
      	
                            Title:
      Co-President

                          
	 
	
                            BREITBURN
      FLORIDA LLC

                          
	 
      	 
      	 
      
	
                            By:

                          	
                            BreitBurn
      Operating L.P.,

                          
	 
      	
                            its
      sole member

                          
	 	 
	 
      	
                            By:

                          	
                            BreitBurn
      Operating GP, LLC,

                          
	 
      	 
      	
                            its
      general partner

                          
	 
      	 
      	 
      
	
                            By:

                          	
                            s/ Halbert S. Washburn

                          
	 
      	
                            Name:

                          	
                            Halbert
      S. Washburn

                          
	 
      	 
      	
                            Title:
      Chief Executive Officer

                          
	 
	
                            BREITBURN
      FULTON LLC

                          
	 
      	 
      	 
      
	
                            By:

                          	
                            /s/ Bruce D. McFarland

                          
	 
      	
                            Name:

                          	
                            Bruce
      D. McFarland

                          
	 
      	 
      	
                            Title:
      Secretary

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    BEAVER
      CREEK PIPELINE, L.L.C.

                  
	
                    GTG
      PIPELINE LLC

                  
	
                    MERCURY
      MICHIGAN COMPANY, LLC

                  
	
                    TERRA
      ENERGY COMPANY LLC

                  
	
                    TERRA
      PIPELINE COMPANY LLC

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    s/ Halbert S. Washburn

                  
	 
      	
                    Name:

                  	
                    Halbert
      S. Washburn

                  
	 
      	 
      	
                    Title:
      Co-Chief Executive Officer

                  
	 
	
                    PHOENIX
      PRODUCTION COMPANY

                  
	
                    PREVENTIVE
      MAINTENANCE SERVICES LLC

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    s/ Halbert S. Washburn

                  
	 
      	
                    Name:

                  	
                    Halbert
      S. Washburn

                  
	 
      	 
      	
                    Title:
      Co-President

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    The
foregoing Registration Rights Agreement is hereby confirmed and accepted as of
the date first above written:

     

    BARCLAYS
CAPITAL INC.

    acting on
behalf of itself and as the Representative

    of the
several Initial Purchasers

    


    
      
        	
                By:

              	
                /s/ Timothy N. Hartzell

              
	 
      	
                Name:
      Timothy N. Hartzell

              
	 
      	
                Title:  
      Managing Director

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
A

     

    Guarantors

     

    BreitBurn
GP, LLC

    BreitBurn
Management Company, LLC

    BreitBurn
Operating L.P.

    BreitBurn
Operating GP, LLC

    Alamitos
Company

    BreitBurn
Florida LLC

    BreitBurn
Fulton LLC

    GTG
Pipeline LLC

    Mercury
Michigan Company, LLC

    Phoenix
Production Company

    Preventive
Maintenance Services LLC

    Terra
Energy Company LLC

    Terra
Pipeline Company LLC

    Beaver
Creek Pipeline, L.L.C.