Exhibit
10.1

    


    Execution
Version

     

      
        

      

    

     

    SETTLEMENT
AGREEMENT

     

      
        

      

       

    

    This Settlement Agreement (this “Agreement” or “Settlement Agreement”) is
entered into this fifth day of April, 2010, by and among Quicksilver Resources
Inc. (“Quicksilver”),
BreitBurn Energy Partners L.P. (“BreitBurn LP”), BreitBurn GP,
LLC (“BreitBurn GP”),
Provident Energy Trust (“Provident”), Randall H.
Breitenbach (“Breitenbach”) and Halbert S.
Washburn (“Washburn,”
and collectively with Quicksilver, BreitBurn LP, BreitBurn GP, Provident and
Breitenbach, the “Parties”).

     

    
      	
              1.

            	
              DEFINITIONS

            


    

     

    The
following words shall have the meanings described below when used in this
Settlement Agreement:

     

    
      	
               
      

            	
              1.1

            	
              “Affiliate,” with
      respect to a specified Person, means any other Person that directly, or
      indirectly through one or more intermediaries, controls, or is controlled
      by, or is under common control with, such specified
  Person.

            


    

     

    
      	
               
      

            	
              1.2

            	
              “BreitBurn Entities”
      means BreitBurn LP, BreitBurn GP, BreitBurn Operating L.P. and BreitBurn
      Operating GP, LLC.

            


    

     

    
      	
               
      

            	
              1.3

            	
              “BreitBurn LP/Provident June
      2008 Agreement” means the Purchase Agreement by and among Pro LP
      Corp., Pro GP Corp., and BreitBurn LP for the purchase and sale of all of
      the Common Units of BreitBurn LP owned by Pro LP Corp. and Pro GP Corp.
      dated as of June 17, 2008.

            


    

     

    
      	
               
      

            	
              1.4

            	
              “BreitBurn Management Company
      LLC/Provident June 2008 Agreement” means the Purchase Agreement by
      and among Pro LP Corp., Pro GP Corp., and BreitBurn LP for the purchase
      and sale of all the limited liability company interests of BreitBurn
      Management Company LLC owned by Pro LP Corp. and Pro GP Corp. dated as of
      June 17, 2008.

            


    

     

    
      	
               
      

            	
              1.5

            	
              “BreitBurn Parties” means
      BreitBurn LP, BreitBurn GP, BreitBurn Operating L.P., BreitBurn Operating
      GP, LLC, and their Parents, Affiliates (other than Quicksilver),
      Subsidiaries, representatives, agents, financial advisors, attorneys,
      other consultants, employees, officers, current and former directors
      (including Washburn, Breitenbach, Charles S. Weiss, Gregory J. Moroney,
      David Kilpatrick, John Butler, Gregory Armstrong, Randall J. Findlay,
      Thomas W. Buchanan, and Grant D. Billing), partners, members, controlling
      persons (within the meaning of Section 15 of the Securities Act of 1933 or
      Section 20 of the Securities Exchange Act of 1934), predecessors,
      successors, and assigns.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.6

            	
              “BreitBurn/Provident June 2008
      Transaction” means the series of agreements between BreitBurn LP
      and its Affiliates, Provident and its Affiliates, and among BreitBurn LP’s
      Affiliates on June 17, 2008, in which Provident sold its indirect
      interests in BreitBurn LP and BreitBurn Management Company LLC and
      BreitBurn GP became wholly owned by BreitBurn LP, including but not
      limited to the BreitBurn LP/Provident June 2008 Agreement and the
      BreitBurn Management Company LLC/Provident June 2008
      Agreement.

            


    

     

    
      	
               
      

            	
              1.7

            	
              “BreitBurn/Quicksilver
      Contribution Agreement” means the Contribution Agreement between
      Quicksilver and BreitBurn Operating L.P., dated as of September 11, 2007,
      as amended.

            


    

     

    
      	
               
      

            	
              1.8

            	
              “Claim” means any and all
      claims, demands, causes of action, actions, suits, complaints and theories
      of recovery of any nature whatsoever, whether known or unknown, disclosed
      or undisclosed, foreseen or unforeseen, matured or unmatured, asserted or
      which could have been asserted, individual, derivative or representative
      in nature, recognized by the law of any jurisdiction, that accrued before
      the Effective Time, which arise out of, are related to, are in any way
      connected with, or are in any way the result of (i) the
      BreitBurn/Provident June 2008 Transaction, (ii) the BreitBurn/Quicksilver
      Contribution Agreement, or (iii) the allegations, facts, statements,
      representations or causes of action asserted in or referred to in the
      pleadings of or any other paper filed in the
  Litigation.

            


    

     

    
      	
               
      

            	
              1.9

            	
              “Common Units” means
      common units representing limited partner interests of BreitBurn
      LP.

            


    

     

    
      	
               
      

            	
              1.10

            	
              “Controlled Affiliate,”
      with respect to a specified Person, means any other Person that
      directly, or indirectly through one or more intermediaries, is controlled
      by such specified Person.

            


    

     

    
      	
               
      

            	
              1.11

            	
              “Damages” means any and all
      elements of relief or recovery, whether known or unknown, asserted or
      which could have been asserted, recognized by the law of any jurisdiction
      and comprehensively includes, but is not limited to, requests for specific
      performance, injunctive relief, declaratory relief, actual or compensatory
      damages of every description, such as economic or property loss or
      personal injury, any other item or loss or injury, statutory, exemplary or
      punitive damages, attorney’s fees, prejudgment or post-judgment interest,
      other equitable relief, and costs or
      expenses, that accrued before the Effective Time, which arise out of, are
      related to, are in any way connected with, or are in any way the result of
      (i) the BreitBurn/Provident June 2008 Transaction, (ii) the
      BreitBurn/Quicksilver Contribution Agreement, or (iii) the allegations,
      facts, statements, representations or causes of action asserted in or
      referred to in the pleadings of or any other paper filed in the
      Litigation.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.12

            	
              “Effectiveness Period”
      means the period beginning at the Effective Time and ending when
      Quicksilver, together with its Controlled Affiliates, owns fewer than
      2,638,500 Common Units.

            


    

     

    
      	
               
      

            	
              1.13

            	
              “Effective Time” means
      the time at which an order and final judgment in the form of Exhibit 1(A)
      is entered by the 48th
      District Court, Tarrant County,
Texas.

            


    

     

    
      	
               
      

            	
              1.14

            	
              “Initial Quicksilver
      Designees” means W. Yandell Rogers, III and Walker C.
      Friedman.

            


    

     

    
      	
               
      

            	
              1.15

            	
              “Litigation” means the
      action filed by Quicksilver on October 31, 2008, in the 48th
      District Court, Tarrant County, Texas, Cause No. 048-233656-08, against
      BreitBurn LP, BreitBurn GP, BreitBurn Operating L.P., BreitBurn Operating
      GP, LLC, Breitenbach, Washburn, Gregory J. Moroney, Charles S. Weiss,
      Randall J. Findlay, Thomas W. Buchanan, Grant D. Billing, and
      Provident.

            


    

     

    
      	
               
      

            	
              1.16

            	
              “Quicksilver Parties”
      means Quicksilver, its Parents, Affiliates (other than the BreitBurn
      Entities), Subsidiaries (other than the BreitBurn Entities),
      representatives, agents, financial advisors, attorneys, other consultants,
      employees, officers, current and former directors, partners, shareholders,
      members, controlling persons (within the meaning of Section 15 of the
      Securities Act of 1933 or Section 20 of the Securities Exchange Act of
      1934), predecessors, successors, and
assigns.

            


    

     

    
      	
               
      

            	
              1.17

            	
              “Provident Parties” means
      Provident, its Parents, Affiliates, Subsidiaries, representatives, agents,
      financial advisors, attorneys, other consultants, employees, officers,
      current and former directors (including but not limited to Randall J.
      Findlay, Thomas W. Buchanan, and Grant D. Billing), partners, members,
      controlling persons (within the meaning of Section 15 of the Securities
      Act of 1933 or Section 20 of the Securities Exchange Act of 1934),
      predecessors, successors, and
assigns.

            


    

     

    
      	
               
      

            	
              1.18

            	
              “Parent” means a
      corporation or other entity that owns or controls, directly or indirectly,
      a Party to this Settlement
Agreement.

            


    

     

    
      	
               
      

            	
              1.19

            	
              “Partnership Agreement”
      means the First Amended and Restated Agreement of Limited Partnership of
      BreitBurn LP, as amended.

            


    

     

    
      	
               
      

            	
              1.20

            	
              “Person” means any
      individual, partnership (whether general or limited), trust, estate,
      association, corporation, custodian, nominee, limited liability company,
      or other entity, in each case whether domestic or
  foreign.

            


    

     

    
      	
               
      

            	
              1.21

            	
              “Subsidiary” means a
      corporation or other entity that is owned or controlled, directly or
      indirectly, by a Party to this Settlement
  Agreement.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              RECITALS

            


    

     

    
      	
               
      

            	
              2.1

            	
              In
      the Litigation, Quicksilver has alleged breach of contract, fraud, breach
      of fiduciary duty, and related claims against BreitBurn LP, BreitBurn GP,
      Provident, Washburn, Breitenbach, and the other defendants in the
      Litigation, seeking declaratory and injunctive relief, damages, attorney’s
      fees and costs.  Quicksilver desires to enter into this
      Settlement Agreement to provide for certain payments and other
      consideration in full and final settlement and discharge of all Claims and
      Damages that Quicksilver has or might have against the BreitBurn Parties
      and the Provident Parties.

            


    

     

    
      	
               
      

            	
              2.2

            	
              BreitBurn
      LP, BreitBurn GP, Breitenbach and Washburn deny that any of the BreitBurn
      Parties are liable to Quicksilver for any of the relief asserted,
      including damages or declaratory or injunctive
      relief.  BreitBurn LP, BreitBurn GP, Breitenbach and Washburn
      desire to enter into this Settlement Agreement to provide for certain
      payments and other considerations in full and final settlement and
      discharge of all Claims and Damages that were or could have been asserted
      against the BreitBurn Parties by
Quicksilver.

            


    

     

    
      	
               
      

            	
              2.3

            	
              Provident
      denies that any of the Provident Parties are liable to Quicksilver for any
      of the relief asserted, including damages and equitable
      relief.  Provident desires to enter into this Settlement
      Agreement to provide for certain payments and other considerations in full
      and final settlement and discharge of all Claims and Damages that were or
      could have been asserted against the Provident Parties by
      Quicksilver.

            


    

     

    
      	
              3.

            	
              PAYMENT

            


    

     

    
      	
               
      

            	
              3.1

            	
              BreitBurn LP agrees to pay
      to Quicksilver thirteen million dollars (U.S.$13,000,000) within one (1) business day after this Settlement
      Agreement is executed and delivered by all of the Parties (the
      “BreitBurn
      Payment”).

            


    

     

    
      	
               
      

            	
              3.2

            	
              Provident agrees to pay Quicksilver five million
      dollars (U.S.$5,000,000) within one (1) business day after this Settlement
      Agreement is executed and delivered by all of the Parties (the
      “Provident
      Payment”).

            


    

     

    
      	
              4.

            	
              RELEASES AND DISMISSAL
      OF LITIGATION

            


    

     

    
      	
               
      

            	
              4.1

            	
              Within
      two (2) business days after the later of the BreitBurn Payment or the
      Provident Payment, the Parties will execute and file an Agreed Motion for
      Entry of Final Judgment and Order of Dismissal in the form attached hereto
      as Exhibit 1, which motion shall have attached to it as an exhibit a form
      of Final Judgment and Order of Dismissal in the form attached as Exhibit
      1(A).  Each Party agrees that it will not subsequently seek any
      additional relief from the Court that is inconsistent with the relief
      requested in Exhibits 1 and 1(A).

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	

            	
              4.2

            	
              At
      the Effective Time:

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              Quicksilver
      Release of BreitBurn Parties.  Quicksilver, for itself
      and for its Parents, Affiliates (other than the BreitBurn Entities),
      Subsidiaries (other than the BreitBurn Entities), predecessors,
      successors, and assigns, hereby fully releases any and all Claims and
      Damages against the BreitBurn Parties, except for (i) any claims or
      damages resulting from the breach of this Settlement Agreement, or (ii)
      Claims or Damages relating to the BreitBurn/Quicksilver Contribution
      Agreement other than those Claims or Damages alleged by Quicksilver in any
      of its petitions in the Litigation.

            


    

     

    
      	
               
      

            	
              4.2.2

            	
              BreitBurn
      Release of Quicksilver Parties.  BreitBurn LP, BreitBurn
      GP, Breitenbach and Washburn for themselves and for their Parents,
      Affiliates (other than Quicksilver), Subsidiaries, predecessors,
      successors, and assigns, hereby fully release any and all Claims and
      Damages against the Quicksilver Parties, except for (i) any claims or
      damages resulting from the breach of this Settlement Agreement, or (ii)
      Claims or Damages relating to the BreitBurn/Quicksilver Contribution
      Agreement other than those Claims or Damages alleged by Quicksilver in any
      of its petitions in the Litigation.

            


    

     

    
      	
               
      

            	
              4.2.3

            	
              Quicksilver
      Release of Provident Parties.  Quicksilver, for itself
      and for its Parents, Affiliates (other than the BreitBurn Entities),
      Subsidiaries (other than the BreitBurn Entities), predecessors,
      successors, and assigns, hereby fully releases any and all Claims and
      Damages against the Provident Parties, except
      for any claims or
      damages resulting from the breach of this
      Settlement Agreement.

            


    

     

    
      	
               
      

            	
              4.2.4

            	
              Provident
      Release of Quicksilver Parties.  Provident, for itself
      and for its Parents, Affiliates, Subsidiaries, predecessors, successors,
      and assigns, hereby fully releases any and all Claims and Damages against
      the Quicksilver Parties, except for any claims or damages resulting from
      the breach of this Settlement
Agreement.

            


    

     

    
      	
               
      

            	
              4.2.5

            	
              BreitBurn
      Release of Provident Parties.  BreitBurn LP and BreitBurn
      GP, for themselves and for their Parents, Affiliates (other than
      Quicksilver), Subsidiaries, predecessors, successors, and assigns, hereby
      fully release any and all Claims and Damages against the Provident
      Parties, except for (i) any claims or damages resulting from the breach of
      this Settlement Agreement, and (ii) the rights and obligations under the
      BreitBurn Management Company LLC/Provident June 2008 Agreement and the
      BreitBurn LP/Provident June 2008 Agreement unrelated to the
      Litigation.

            


    

     

    
      	
               
      

            	
              4.2.6

            	
              Provident
      Release of BreitBurn Parties.  Provident, for itself and
      for its Parents, Affiliates, Subsidiaries, predecessors, successors, and
      assigns, hereby fully releases any and all Claims and Damages against the
      BreitBurn Parties, except for (i) any claims or damages resulting from the
      breach of this Settlement Agreement, and (ii) the rights and obligations
      under the BreitBurn Management Company LLC/Provident June 2008 Agreement
      and the BreitBurn LP/Provident June 2008 Agreement unrelated to the
      Litigation.

            


    

     

    
      	
               
      

            	
              4.3

            	
              Each
      Party will bear its own costs and expenses in the
    Litigation.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              REPRESENTATIONS AND
      WARRANTIES

            


    

     

    
      	
               
      

            	
              5.1

            	
              Each
      Party represents and warrants that it has read this Settlement Agreement
      and fully understands it to be a settlement in full and final release of
      all of its Claims and Damages, except as specifically excluded above, and
      that it has neither received, nor based its assent to this release on, any
      other inducement or promise of any
kind.

            


    

     

    
      	
               
      

            	
              5.2

            	
              The
      Parties agree that in entering into this Settlement Agreement they have
      relied upon their own knowledge and judgment and upon the advice of
      attorneys or other advisors of their own free
  choice.

            


    

     

    
      	
               
      

            	
              5.3

            	
              The
      Parties, and each of them, understand, agree, and represent that in
      entering into this Settlement Agreement they have not acted in reliance
      upon any representation, advice, or action by another Party’s attorneys or
      representatives.  The Parties, and each of them, expressly
      accept and assume the risk that if any fact now believed by them, or any
      of them, to be true and relied on by them, or any of them, in entering
      into this Settlement Agreement is hereafter found to be other than or
      different from their current belief, this Settlement Agreement shall be
      and remain effective notwithstanding such difference in
    fact.

            


    

     

    
      	
               
      

            	
              5.4

            	
              Each
      Party represents and warrants that it is the sole owner of all Claims and
      Damages released herein, that it has the capacity and authority to
      execute, deliver and fully perform its obligations under this Settlement
      Agreement, and that no portion of any Claim or Damage that was released
      herein has been sold, transferred, assigned, pledged or hypothecated to
      any other Person.  Each Party further represents and warrants
      that no consent, approval or authorization of or filing with any third
      party or governmental authority (other than as expressly contemplated in
      this Settlement Agreement) is required on the part of such Party in
      connection with its execution and delivery of this Settlement Agreement or
      the performance of its obligations hereunder, except as may be required by
      applicable securities exchange and Securities and Exchange Commission
      (“SEC”) rules and
      regulations.

            


    

     

    
      	
               
      

            	
              5.5

            	
              No
      Party makes any representations or warranties except for those expressly
      set forth in this Settlement
Agreement.

            


    

     

    
      	
              6.

            	
              OTHER
      AGREEMENTS.  This Section 6 is binding on BreitBurn GP,
      BreitBurn LP, Quicksilver, Breitenbach and Washburn, and is not binding on
      Provident.

            


    

     

    
      	
               
      

            	
              6.1

            	
              Breitenbach.  Breitenbach
      hereby agrees to resign, effective as of the Effective Time, from his
      positions as (a) Co-Chief Executive Officer of BreitBurn GP and (b) a
      member of the Board of Directors of BreitBurn GP (the
      “Board”).  Breitenbach has been appointed by the Board,
      effective as of the Effective Time, as President of BreitBurn GP, and the
      Board has not taken, and shall not take, any action to rescind or revoke
      such appointment prior to the Effective Time.  Breitenbach
      agrees that he shall not serve on the Board after the Effective Time
      without the prior written consent of
  Quicksilver.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.2

            	
              Washburn.  Washburn
      hereby agrees to resign, effective as of the Effective Time, from his
      position as Chairman of the Board and as a member of the
      Board.  Washburn has been appointed by the Board, effective as
      of the Effective Time, to serve as Chief Executive Officer of BreitBurn
      GP, and the Board has not taken, and shall not take, any action to rescind
      or revoke such appointment prior to the Effective
      Time.  Washburn agrees that he shall not serve on the Board
      after the Effective Time without the prior written consent of
      Quicksilver.

            


    

     

    
      	
               
      

            	
              6.3

            	
              Appointment
      of Independent Chairman of the Board.  Mr. John R.
      Butler, Jr. has been elected by the Board, effective as of the Effective
      Time, as Chairman of the Board, and the Board has not taken, and shall not
      take, any action to rescind or revoke such appointment prior to the
      Effective Time.

            


    

     

    
      	
               
      

            	
              6.4

            	
              Size of the
      Board; Committees; Single Chief Executive Officer.  From and
      after the Effective Time, (a) the Board shall continue to be comprised of
      six members, (b) Quicksilver shall have the right to designate two of the
      six members in accordance with the provisions of Section 7.1 of this
      Agreement, (c) the Board size shall not be increased without Quicksilver’s
      prior written consent, (d) subject to applicable NASDAQ Stock Market and
      SEC rules, at least one Quicksilver designee shall be appointed by the
      Board to serve on each Board Committee, (e) BreitBurn GP shall only have
      one Chief Executive Officer, and the President and Chief Financial Officer
      of BreitBurn GP shall report to the Chief Executive Officer and (f) no
      officer of any of the BreitBurn Entities shall be elected Chairman of the
      Board.

            


    

     

    
      	
               
      

            	
              6.5

            	
              Voting
      Rights.  As of the
      date of this Agreement, Quicksilver represents that it owns 21,347,972
      Common Units.  From and after the Effective Time, Quicksilver
      shall have the right to vote all of its Common Units on all matters on
      which it has the right to vote pursuant to the Partnership Agreement,
      subject to the specific limitations provided in this
      Agreement.  From and after the Effective Time, subject to
      Sections 6.6 and 7.2 of this Agreement, Quicksilver shall accept and shall
      not challenge the voting rights as set forth in original Amendment No. 1
      to the Partnership Agreement dated June 17, 2008.  During the
      Effectiveness Period, BreitBurn GP shall not effect any amendment that
      would restrict or otherwise impair in any manner Quicksilver’s rights to
      vote any or all of its Common Units on the election of directors or any
      other matters presented to the Unitholders.  BreitBurn GP has
      taken all necessary actions to withdraw, effective as of the Effective
      Time, the Revised Amendment No. 1 to the Partnership Agreement dated
      December 29, 2009, and such actions have not been, and during the
      Effectiveness Period shall not be, rescinded or revoked.  During
      the Effectiveness Period, BreitBurn GP shall not take any action, or
      propose or adopt any new amendment, provision, resolution, or change that
      would limit, deprive, or restrict Quicksilver’s right to vote all its
      Common Units, one vote per unit, on any matter.  Quicksilver
      shall support and, if necessary, vote to approve, all amendments to the
      Partnership Agreement or the Amended and Restated LLC Agreement (as
      defined below) and all related agreements solely necessary to implement
      the terms of this Agreement.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.6

            	
              Waiver of
      Voting Cap.  The Board
      has taken all actions to permanently and irrevocably, effective as of the
      Effective Time, waive the 20% voting cap for the election of directors as
      applicable to Quicksilver with respect to Common Units currently owned by
      Quicksilver, and any units or other voting securities received pursuant to
      a distribution, rights offering, reclassification or reorganization
      involving BreitBurn LP or its Common Units or other voting
      securities.  Specifically, the Board has, by action specifically
      referencing votes for the election of directors under Section 13.4(b)(iii)
      of the Partnership Agreement, taken all actions to permanently and
      irrevocably, effective as of the Effective Time, determine that the
      limitation set forth in clause (B) of the first sentence of Section
      13.4(b)(iii) shall not apply to Quicksilver or its Controlled Affiliates
      with respect to the Common Units currently owned by Quicksilver, and any
      units or other voting securities received by Quicksilver or its Controlled
      Affiliates in respect of such Common Units currently owned by Quicksilver
      pursuant to a distribution, rights offering, reclassification or
      reorganization involving BreitBurn LP or its Common Units or other voting
      securities.  For the avoidance of doubt, the Parties agree that
      if Quicksilver or its Controlled Affiliates receives any units
      or other voting securities in respect of the Common Units currently
      owned by Quicksilver pursuant to a distribution, rights offering,
      reclassification or reorganization involving BreitBurn LP or its Common
      Units or other voting securities, such units or other voting
      securities received by Quicksilver or its Controlled Affiliates shall
      be deemed to be "Common Units currently owned by Quicksilver" for purposes
      of this Section 6.6.

            


    

     

    
      	
               
      

            	
              6.7

            	
              Distributions.  The Board
      shall approve the reinstitution of regular distributions beginning in the
      first quarter of 2010 at a minimum amount of $.375 per Common Unit, or
      $1.50 on an annual basis, and minimum coverage ratio of no less than
      1.2x.  The first quarter’s distribution shall be payable in the
      second quarter of 2010.

            


    

     

    
      	
               
      

            	
              6.8

            	
              Piggyback
      Rights and Registration Rights Agreement. 
     

            


    

     

    
      	
               
      

            	
              6.8.1

            	
              From
      and after the Effective Time, Quicksilver shall have the right to
      participate by including its Common Units in every Equity
      Offering (as such term is defined in Section 6.8.5 below) in an
      amount up to 20% of the aggregate amount of the
      securities offered in such Equity Offering (the “Piggyback
      Right”).

            


    

     

    
      	
               
      

            	
              6.8.2

            	
              BreitBurn
      LP and Quicksilver have entered into the First Amendment to the
      Registration Rights Agreement dated as of November 1, 2007, by and between
      BreitBurn LP and Quicksilver (as amended, the “Registration Rights
      Agreement”), which is to be effective as of the Effective
      Time.  The Registration Rights Agreement shall exclusively
      govern the Piggyback Right as it relates to an “Underwritten Offering”
      (as such term is defined in the Registration Rights
      Agreement).    

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.8.3

            	
              With
      respect to any Equity Offering that is not an Underwritten Offering, each
      of Quicksilver and BreitBurn LP agrees to be bound
      by the following notice and other
  provisions:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Participation.  If
      BreitBurn LP proposes to make an Equity Offering (other than an
      Underwritten Offering), then BreitBurn LP shall give notice (including,
      but not limited to, notification by electronic mail) of such
      proposed Equity Offering to Quicksilver and such notice shall
      offer Quicksilver the opportunity to include in such Equity
      Offering such number of its Common Units as Quicksilver may request
      in writing; provided, however, that such number of Common Units shall not
      exceed an amount equal to 20% of the aggregate amount of
      the securities offered in such Equity Offering. The notice required
      to be provided pursuant to this Section 6.8.3
      to Quicksilver shall be provided on a Business Day (as such term
      is defined in the Registration Rights Agreement) and receipt of such
      notice shall be confirmed by Quicksilver.  Quicksilver
      shall then have three Business Days after receiving such notice to request
      inclusion of its Common Units in such Equity
      Offering.  If no request for inclusion
      from Quicksilver is received within the specified time, Quicksilver
      shall have no further right to participate in such Equity
      Offering.  If a request for inclusion from Quicksilver
      is received within the specified time, and if, at any time after such
      written notice is given of its intention to undertake such Equity
      Offering and prior to the closing of such Equity Offering, BreitBurn
      LP shall determine for any reason not to undertake or to delay
      such Equity Offering, BreitBurn LP may, at its election, give
      written notice of such determination to Quicksilver and, (x) in the
      case of a determination not to undertake such Equity Offering, shall
      be relieved of its obligation to sell any of Quicksilver’s Common
      Units in connection with such terminated Equity Offering, and (y) in
      the case of a determination to delay such Equity Offering, shall be
      permitted to delay offering any such Common Units for the same period
      as the delay in the Equity Offering.  Quicksilver shall
      have the right to withdraw its request for inclusion of its
      Common Units in such offering by giving written notice to BreitBurn LP of
      such withdrawal up to and including the time of pricing of such
      offering.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              General
      Procedures.  In connection with any such
      Equity Offering, BreitBurn LP shall be entitled to select
      the placement agent or agents, if any.  In connection with
      any such Equity Offering in which Quicksilver
      participates, Quicksilver and BreitBurn LP may be obligated to
      enter into a purchase or other agreement that contains such
      representations, covenants, lock-ups, indemnities and other rights
      and obligations as are customary in purchase or other agreements
      relating to offerings of securities.  If such a customary
      agreement is required (and is not more burdensome than any similar
      agreement required of BreitBurn LP) by any party to any such Equity
      Offering, Quicksilver may not participate in such Equity
      Offering unless Quicksilver agrees to sell its Common Units on
      the basis provided in such purchase or other agreement and
      completes and executes all questionnaires, powers of attorney, indemnities
      and other documents reasonably required under the terms of such
      agreement.  Quicksilver may, at its option, require that any or
      all of the representations and warranties by, and the other agreements on
      the part of, BreitBurn LP to and for the benefit of such placement
      agents or purchasers also be made to and for Quicksilver’s
      benefit and that any or all of the conditions precedent to the obligations
      of such placement agents or purchasers under such agreement also
      be conditions precedent to its obligations.  Quicksilver
      shall not be required to make any representations or warranties to or
      agreements with BreitBurn LP or the placement agents or purchasers
      other than representations, warranties or agreements
      regarding Quicksilver and its ownership of the Common Units
      being offered and any other representations required as a result of
      Quicksilver’s status as an Affiliate of BreitBurn LP or required
      by law.  If Quicksilver disapproves of the terms of
      an Equity Offering, Quicksilver may elect to withdraw therefrom
      by notice to BreitBurn LP and the placement agents, if any; provided,
      however, that such withdrawal may only be made up to and including the
      time of pricing of such Equity
Offering.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Cooperation
      by Quicksilver.  BreitBurn LP shall have no
      obligation to include in any Equity Offering pursuant to this Section
      6.8.3 any Common Units of Quicksilver if Quicksilver has failed
      to enter into or perform its obligations under any agreement that may
      be reasonably required in connection with such Equity Offering pursuant to
      Section 6.8.3(b) or timely furnish such information that, in the opinion
      of counsel to BreitBurn LP, is reasonably required in order for such
      Equity Offering or any offering documents related thereto, as applicable,
      to comply with the Securities Act of
      1933.             

            


    

     

    
      	
               
      

            	
              (d)

            	
              Expenses.  BreitBurn
      LP shall pay all reasonable expenses as determined in good faith incident
      to its performance under or compliance with this Section
      6.8.3 to effect any such Equity Offering and the disposition of
      such securities.  Except as otherwise provided in this Section 6.8.3,
      BreitBurn LP shall not be responsible for any expenses or legal fees
      incurred by Quicksilver in connection with the exercise of Quicksilver’s
      rights hereunder.  Quicksilver shall pay all placement
      agent or other fees, discounts and selling commissions allocable to
      the sale of its Common Units pursuant to this Section
    6.8.3.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.8.4

            	
              The
      Piggyback Right set forth in this Section 6.8 shall terminate on the
      date that is the three month anniversary of the date on which Quicksilver
      ceases to be an Affiliate of BreitBurn
LP.

            


    

     

    
      	
               
      

            	
              6.8.5

            	
              As
      used in this Section 6.8, “Equity Offering” shall
      mean an offering by BreitBurn LP of Common Units or other equity or voting
      securities of BreitBurn LP other than (i) the offering or
      issuance of any equity security or equity-based security, including
      without limitation Common Units, restricted phantom units, convertible
      phantom units, performance units and unit appreciation rights, pursuant to
      a management, director or employee incentive
      compensation plan or in connection with the restructuring of such a
      plan or the filing of a registration statement with respect thereto, (ii)
      the offering or issuance of any Common Units or other equity or
      voting securities of BreitBurn LP pursuant to a distribution, stock split,
      reclassification or reorganization involving BreitBurn LP or its Common
      Units or other equity or voting securities of BreitBurn LP, and (iii) the
      issuance or sale of any Common Units or other equity or voting
      securities of BreitBurn LP issued as payment of any part of the
      purchase price for businesses that are acquired by BreitBurn LP or any
      of its Affiliates from any third
  party.

            


    

     

    
      	
               
      

            	
              6.9

            	
              BreitBurn
      Energy Company L.P. Administrative Services Agreement.  BreitBurn
      LP and BreitBurn GP (a) represent and warrant that the Second Amended and
      Restated Administrative Services Agreement dated as of August 26, 2008,
      between BreitBurn Energy Company L.P. and BreitBurn Management Company,
      LLC (the “ASA”)
      has not been amended or renewed prior to the date of this Agreement, and
      (b) agree that the ASA shall not be amended or renewed prior to the
      Effective Time and, from and after the Effective Time, the ASA shall not
      be amended or renewed without the approval of the
  Board.

            


    

     

    
      	
               
      

            	
              6.10

            	
              Amendments
      to the Partnership Agreement and BreitBurn GP LLC Agreement.  BreitBurn
      GP has entered into Amendment No. 4 to the Partnership Agreement (“Amendment No. 4”) and
      BreitBurn LP has entered into the Fourth Amended and Restated Limited
      Liability Company Agreement of BreitBurn GP (the “Amended and Restated LLC
      Agreement”), each of which is to be effective as of the Effective
      Time.  Quicksilver acknowledges and agrees that it has reviewed
      and approved the terms of Amendment No. 4 and the Amended and Restated LLC
      Agreement and confirms that neither of Amendment No. 4 or the Amended and
      Restated LLC Agreement adversely affects it or its interests in BreitBurn
      LP in any material respect.  BreitBurn LP has not, and shall
      not, (a) prior to the Effective Time, revoke or rescind the Amended and
      Restated LLC Agreement, or approve, adopt or enter into any further
      amendment to the Amended and Restated LLC Agreement in any manner
      inconsistent with this Agreement, or (b) during the Effectiveness Period,
      revoke, rescind or amend the Amended and Restated LLC Agreement in any
      manner inconsistent with this
Agreement.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.11

            	
              Termination
      of Certain Provisions.  Sections
      6.1, 6.2, 6.3, 6.4, 6.7, and 6.9 of this Settlement Agreement will
      terminate when Quicksilver, together with its Controlled Affiliates, owns
      less than 10% of the outstanding Common
Units.

            


    

     

    
      	
               
      

            	
              6.12

            	
              Further
      Assurances.  The Parties
      shall execute and deliver any additional documents and take such further
      actions as may reasonably be deemed to be necessary or desirable to carry
      out the provisions of this Section
6.

            


    

     

    
      	
              7.

            	
              VOTING AND STANDSTILL
      PROVISIONS

            


    

     

    This
Section 7 is binding on BreitBurn GP, BreitBurn LP, and Quicksilver, and is not
binding on Breitenbach, Washburn or Provident.

     

    
      	
               
      

            	
              7.1

            	
              Designation,
      Nomination and Election of Directors.

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              The
      Initial Quicksilver Designees have been appointed by the Board, effective
      as of the Effective Time and categorized as Class II (up for election in
      2010) and Class III (up for election in 2011) directors as specified by
      Quicksilver, to fill the vacancies resulting from the resignations of
      Breitenbach and Washburn from the Board pursuant to Sections 6.1 and
      6.2.  The Board has not taken, and shall not take, any action to
      rescind or revoke such appointments prior to the Effective
      Time.

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              7.1.2

            	
              From
      and after the Effective Time, Quicksilver shall have the right to
      designate two directors as follows: (a) at least one designee must meet
      the independence standards established by the NASDAQ Stock Market and SEC
      rules with respect to BreitBurn (as determined in the reasonable judgment
      of the Board) and must be independent of Quicksilver under the
      independence standards established by the New York Stock Exchange and SEC
      rules (as determined in the reasonable judgment of the board of directors
      of Quicksilver) and (b) the other designee shall be a current member of
      the board of directors of Quicksilver other than a member of Quicksilver’s
      management and must be independent of Quicksilver under the independence
      standards established by the New York Stock Exchange and SEC rules (as
      determined in the reasonable judgment of the board of directors of
      Quicksilver);
      provided, however, that if no member of the Quicksilver board of
      directors shall be eligible to serve as a designee under this clause (b),
      then Quicksilver shall be entitled to designate an individual that meets
      the requirements set forth in clause (a) of this Section 7.1.2 subject to
      the approval of the independent members of the Board (other than the
      Quicksilver designees), such approval not to be unreasonably withheld,
      conditioned or delayed.  The directors designated by Quicksilver
      will be categorized one each to Class II and Class III as specified by
      Quicksilver.  At each applicable election of directors, the
      Board shall nominate the director designated by Quicksilver (or such
      substitute as Quicksilver may designate), which designee must meet the
      standards set forth above, as part of the slate of directors nominated by
      the Board for election by the unitholders of BreitBurn LP (the “Unitholders”), and shall
      recommend that the Unitholders vote for such Quicksilver
      designees.  Quicksilver, together with its Controlled
      Affiliates, shall cast its votes in the election of directors in favor of
      the slate of directors nominated by the Board; provided that so long as
      Quicksilver is subject to the provisions of Section 7.3, the Board shall
      not include Breitenbach or Washburn on any slate of directors nominated by
      the Board for election by the Unitholders.  Additionally, in the
      event of the resignation, death or removal (for cause or otherwise) of a
      director designated by Quicksilver, Quicksilver shall have the right to
      designate the person to be appointed by the Board to fill the resulting
      vacancy (subject to such designee meeting the standards set forth
      above).  The number of directors that may be designated by
      Quicksilver as described above shall be reduced if Quicksilver’s ownership
      percentage of Common Units is reduced.  At such time as
      Quicksilver, together with its Controlled Affiliates, owns fewer than 10%
      of the Common Units but at least 2,638,500 Common Units, one of the
      directors designated by Quicksilver (as selected by Quicksilver) shall
      tender his or her resignation to the Board effective as of the next annual
      meeting of Unitholders or, if such director’s term is expiring at the next
      annual meeting of Unitholders, such director shall, at the option of the
      Board, not be nominated for reelection.  From and after such
      time as Quicksilver has one designee on the Board, Quicksilver shall be
      entitled to designate a person that meets either of the requirements set
      forth in clause (a) or (b) of this Section 7.1.2.  At such time
      as Quicksilver, together with its Controlled Affiliates, owns fewer than
      2,638,500 Common Units, the remaining director designated by Quicksilver
      shall tender his or her resignation to the Board effective immediately or,
      if such director’s term is expiring at the next annual meeting of
      Unitholders, such director shall, at the option of the Board, not be
      nominated for reelection.  As a condition to service on the
      Board, each Quicksilver designee shall deliver to the Board his or her
      agreement to resign from the Board as provided in this Section
      7.1.2.

            


    

     

    
      	
               
      

            	
              7.1.3

            	
              The
      Quicksilver designees to the Board shall be compensated on the same basis
      as other non-employee directors of BreitBurn GP, provided that any
      component of any such Quicksilver designee’s compensation (including
      phantom units) which is subject to time-based vesting shall become vested
      on a pro rata basis in respect of the time served on the Board by such
      designee and exercisable on the date of the next annual meeting of
      Unitholders following (a) such Quicksilver designee’s tendering of his or
      her resignation from the Board as required by Section 7.1.2 and the
      Board’s acceptance of or failure to refuse such designee’s resignation, or
      (b) the Board’s failure to nominate such Quicksilver designee for
      reelection as permitted by Section
7.1.2.

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              7.1.4

            	
              The
      threshold of 2,638,500 Common Units in Section 7.1.2 and in the definition
      of “Effectiveness Period” shall be appropriately adjusted for any
      distribution of Common Units, any split, subdivision, reverse split or
      combination of Common Units, or any similar action with respect to the
      Common Units.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Voting on
      Removal of BreitBurn GP.  During the
      Effectiveness Period, with respect to any proposal to remove BreitBurn GP
      as the general partner of BreitBurn LP, Quicksilver and its Controlled
      Affiliates may not vote a proportion of their Common Units in favor of
      removal that exceeds the proportion of the Common Units voted in favor of
      such proposal by the Unitholders other than Quicksilver and its Controlled
      Affiliates as compared to all Common Units held by the Unitholders other
      than Quicksilver and its Controlled
Affiliates.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Standstill.

            


    

     

    
      	
               
      

            	
              7.3.1

            	
              For
      a period beginning on the Effective Time and ending on the date on which
      Quicksilver, together with its Controlled Affiliates, ceases to hold at
      least 10% of the outstanding Common Units, Quicksilver and its Controlled
      Affiliates shall not:

            


    

     

    
      	
               
      

            	
              (a)

            	
              engage
      in any hostile or takeover activities (including by means of a tender
      offer, soliciting proxies or written consents, other than as recommended
      by the Board);

            


    

     

    
      	
               
      

            	
              (b)

            	
              acquire
      or propose to acquire additional Common Units, securities or properties of
      BreitBurn LP, except pursuant to a distribution, rights offering,
      reclassification or reorganization involving BreitBurn LP or its Common
      Units or other securities that is approved by the
  Board;

            


    

     

    
      	
               
      

            	
              (c)

            	
              call
      a special meeting of the Unitholders;
or

            


    

     

    
      	
               
      

            	
              (d)

            	
              propose
      to remove BreitBurn GP as the general partner of BreitBurn LP or, other
      than in accordance with Section 7.2 of this Agreement, vote to remove
      BreitBurn GP as the general partner of BreitBurn
  LP.

            


    

     

    
      	
               
      

            	
              7.3.2

            	
              Specifically,
      without the prior written consent of the Board, Quicksilver and its
      Controlled Affiliates shall not, directly or
  indirectly:

            


    

     

    
      	
               
      

            	
              (a)

            	
              acquire
      any securities or property of BreitBurn LP or any of its Affiliates,
      except pursuant to a distribution, rights offering, reclassification or
      reorganization involving BreitBurn LP or its Common Units or other
      securities approved by the Board;

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              propose
      to enter into, directly or indirectly, any merger, consolidation,
      recapitalization, business combination, partnership, joint venture or
      similar transaction involving BreitBurn LP or any of its Affiliates,
      except as permitted hereby;

            


    

     

    
      	
               
      

            	
              (c)

            	
              make
      or in any way participate in any “solicitation” of “proxies” (as such
      terms are used in Rule 14a-1 of Regulation 14A under the Securities
      Exchange Act of 1934) or written consents to vote, seek to influence, or
      advise others with respect to the voting of any voting securities of
      BreitBurn LP or any of its
Affiliates;

            


    

     

    
      	
               
      

            	
              (d)

            	
              form,
      join or participate in a “group” (within the meaning of Section 13(d) of
      the Securities Exchange Act of 1934) with respect to any voting securities
      of BreitBurn LP or any of its
Affiliates;

            


    

     

    
      	
               
      

            	
              (e)

            	
              act
      to seek to control or influence the management, Board or policies of
      BreitBurn LP, except through Quicksilver’s Board designees or as permitted
      by Section 7.3.4 of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              propose
      to remove BreitBurn GP as the general partner of BreitBurn LP or, other
      than in accordance with Section 7.2 of this Agreement, vote to remove
      BreitBurn GP as the general partner of BreitBurn
  LP;

            


    

     

    
      	
               
      

            	
              (g)

            	
              publicly
      disclose any intent, plan or arrangement inconsistent with this Agreement;
      or

            


    

     

    
      	
               
      

            	
              (h)

            	
              advise,
      assist or encourage others in connection with the
  above.

            


    

     

    
      	
               
      

            	
              7.3.3

            	
              Quicksilver
      and its Controlled Affiliates shall not sell or transfer in a single
      transaction or series of related transactions their respective Common
      Units without the prior written consent of the Board,
    except:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      a party that would not own, individually or as a member of a group, 20% or
      more of the outstanding Common Units after such
  transfer;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      connection with a business combination approved by the Board and/or the
      Unitholders;

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      a bona fide pledge of any voting securities to a financial institution or
      brokerage firm; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              in
      an underwritten offering where the Common Units will be widely distributed
      or would not result in any purchaser in such offering owning, individually
      or as a member of a group, 20% or more of the outstanding Common Units
      after the offering.

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              7.3.4

            	
              Notwithstanding
      the foregoing (including Section 7.3.2), the foregoing provisions shall
      not, and are not intended to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              prohibit
      Quicksilver from privately communicating with, including making any offer
      or proposal to, the Board;

            


    

     

    
      	
               
      

            	
              (b)

            	
              restrict
      in any manner how Quicksilver votes its Common Units, except as provided
      in Sections 6.5, 7.1.2, and 7.2;

            


    

     

    
      	
               
      

            	
              (c)

            	
              restrict
      the manner in which Quicksilver’s designees to the Board (A) may vote on
      any matter submitted to the Board or the Unitholders, (B) participate in
      deliberations or discussions of the Board (including making suggestions or
      raising issues to the Board) in their capacity as members of the Board, or
      (C) may take actions required by their exercise of legal duties and
      obligations as members of the Board or refrain from taking any action
      prohibited by their legal duties and obligations as members of the Board;
      or

            


    

     

    
      	
               
      

            	
              (d)

            	
              restrict
      Quicksilver from selling or transferring any of its Common Units to any
      Affiliate or successor of Quicksilver that agrees to be bound by the
      provisions contained in Sections 6.5, 7.1.2, 7.2 and this Section
      7.3.

            


    

     

    
      	
               
      

            	
              7.3.5

            	
              The
      provisions contained in this Section 7.3 shall immediately and
      automatically be suspended upon the increase or acceleration of a material
      financial obligation of BreitBurn LP that results from the breach of a
      material provision thereof or the occurrence of a material event of
      default thereunder, unless such breach is caused solely by the action or
      inaction of Quicksilver, its Controlled Affiliates or its designees to the
      Board.

            


    

     

    
      	
               
      

            	
              7.4

            	
              Further
      Assurances.  The Parties
      shall execute and deliver any additional documents and take such further
      actions as may reasonably be deemed to be necessary or desirable to carry
      out the provisions of this Section
7.

            


    

     

    
      	
              8.

            	
              MISCELLANEOUS

            


    

     

    
      	
               
      

            	
              8.1

            	
              Settlement
      not an Admission of Liability.  Each of the Parties to
      this Settlement Agreement acknowledges that this Settlement Agreement is
      entered into as a compromise to buy peace, and to avoid further expense,
      and nothing contained herein shall be construed as an admission of
      liability.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Notices.  All
      notices, requests, claims, demands and other communications under this
      Agreement shall be in writing and shall be deemed given if delivered
      personally or sent by overnight courier (providing proof of delivery) to
      the Parties at the following addresses (or at such other address for a
      Party as shall be specified by like
notice):

            


    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    If to
BreitBurn LP and/or BreitBurn GP:

     

    BreitBurn
Energy Partners L.P.

    515 S.
Flower Street, Suite 4800

    Los
Angeles, CA 90071

    Attention:  Gregory
C. Brown, Executive Vice-President and General Counsel

    Facsimile:  213-225-5916

    


    and

    


    BreitBurn
GP, LLC

    515 S.
Flower Street, Suite 4800

    Los
Angeles, CA 90071

    Attention:  Gregory
C. Brown, Executive Vice-President and General Counsel

    Facsimile:  213-225-5916

    


    With a
copy (which shall not itself constitute notice) to:

    


    Vinson
& Elkins LLP

    666 Fifth
Avenue

    26th
Floor

    New
York, NY 10103-0040

    Attention:  Shelley
Barber

    Facsimile:  917-849-5353

    


    If to Quicksilver:

    


    Quicksilver
Resources Inc.

    777 West
Rosedale Street

    Ft.
Worth, Texas  76104

    Attention:  John
C. Cirone, Senior Vice President and General Counsel

    


    With a
copy (which shall not itself constitute notice) to:

    


    Fulbright
& Jaworski L.L.P.

    1301
McKinney, Suite 5100

    Houston,
Texas  77010

    Attention:  Gene
G. Lewis

    Facsimile:  713-651-5246


     

    If to
Provident:

    


    Provident
Energy Trust

    Corporate
Office

    2100,
250–2nd Street S.W.

    Calgary,
AB T2P 0C1

    Attention:  Thomas
Buchanan

    Facsimile:  403-294-0111

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    With a
copy (which shall not itself constitute notice) to:


     

    Macleod
Dixon LLP

    3700
Canterra Tower

    400 Third
Avenue SW

    Calgary,
Alberta   T2P 4H2

    Attention:  Jack
MacGillivray

    Facsimile:  403-264-5973

    


    and

    


    Andrews
Kurth LLP

    600
Travis, Suite 4200

    Houston,
Texas  77002

    Attention:  Greg
Waller

    Facsimile:  713-238-7434


     

    If to
Washburn:

     

    Halbert
S. Washburn

    515 S.
Flower Street, Suite 4800

    Los
Angeles, CA 90071

    Facsimile:  213-225-5916

    


    With a
copy (which shall not itself constitute notice) to:

    


    Vinson
& Elkins LLP

    666 Fifth
Avenue

    26th
Floor

    New
York, NY 10103-0040

    Attention:  Shelley
Barber

    Facsimile:  917-849-5353


    


    If to
Breitenbach:

     

    Randall
H. Breitenbach

    515 S.
Flower Street, Suite 4800

    Los
Angeles, CA 90071

    Facsimile:  213-225-5916


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    
    

     

    With a
copy (which shall not itself constitute notice) to:

    


    Vinson
& Elkins LLP

    


    666 Fifth
Avenue

    26th
Floor

    New
York, NY 10103-0040

    Attention:  Shelley
Barber

    Facsimile:  917-849-5353

     

    
      	
               
      

            	
              8.3

            	
              Headings.  The
      headings contained in this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

            


    

     

    
      	
               
      

            	
              8.4

            	
              Counterparts.  This
      Agreement may be executed in two or more counterparts, all of which shall
      be considered one and the same agreement and shall become effective when
      one or more counterparts have been signed by each of the Parties and
      delivered to each of the Parties.

            


    

     

    
      	
               
      

            	
              8.5

            	
              Entire
      Agreement.  This Agreement (including the documents and
      instruments referred to herein) constitutes the entire agreement, and
      supersedes all prior agreements and understandings, both written and oral,
      among some or all of the Parties with respect to the subject matter
      hereof, including the Settlement Agreement dated February 3, 2010, by and
      among Quicksilver, BreitBurn LP, BreitBurn GP and Provident, and this
      Agreement is not intended to confer upon any other Person any rights or
      remedies hereunder, except to the extent expressly provided
      herein.

            


    

     

    
      	
               
      

            	
              8.6

            	
              Controlling
      Law.  This
      Agreement shall be governed by, and construed in accordance with, the laws
      of the State of Delaware, without giving effect to the principles of
      conflicts of law thereof.

            


    

     

    
      	
               
      

            	
              8.7

            	
              Assignment.  Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned, in whole or in part, by operation of law or
      otherwise, by any of the Parties without the prior written consent of the
      other Parties, except by laws of descent.  Any assignment in
      violation of the foregoing shall be
void.

            


    

     

    
      	
               
      

            	
              8.8

            	
              No Adequate
      Remedy at Law.  Each Party agrees that irreparable damage
      to the other, non-breaching Parties would occur and that such
      non-breaching Parties would not have any adequate remedy at law in the
      event that any of the provisions of Section 6 or 7 of this Settlement
      Agreement were not performed in accordance with their specific terms or
      were otherwise breached.  It is accordingly agreed that the
      non-breaching Parties shall be entitled (i) to an injunction or
      injunctions to prevent breaches by the other Party of Section 6 or 7 of
      this Settlement Agreement and (ii) to enforce specifically the terms and
      provisions of Section 6 or 7 of this Settlement Agreement, this being in
      addition to any other remedy to which it may be entitled at law or in
      equity.

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              8.9

            	
              Amendments.  No
      amendment, modification or waiver in respect of this Agreement shall be
      effective against any Party unless it shall be in writing and signed by
      such Party.

            


    

     

    
      	
               
      

            	
              8.10

            	
              Severability. If
      any provision of this Agreement is deemed by a court of competent
      jurisdiction to be unenforceable or contrary to any applicable law or
      regulation, such provision shall be enforced to the maximum extent
      permitted by law, and the remainder of this Agreement shall continue in
      full force and effect.  In addition, if necessary to effect
      the Parties’ fundamental intentions under this Agreement, the remainder of
      the Agreement shall be reformed consistent with the mutual intent
      expressed in the Agreement.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    Done this
5th day of April, 2010 in multiple counterparts.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	 
      	
                                                                                              QUICKSILVER
      RESOURCES INC.,

                                                                                            
	 
      	
                                                                                              a
      Delaware corporation

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              /s/Glenn Darden

                                                                                            
	 
      	 
      	
                                                                                              Glenn
      Darden

                                                                                            
	 
      	 
      	
                                                                                              President
      and Chief Executive Officer

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              BREITBURN
      ENERGY PARTNERS L.P.,

                                                                                            
	 
      	
                                                                                              a
      Delaware limited partnership

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              BreitBurn
      GP, LLC

                                                                                            
	 
      	 
      	
                                                                                              a
      Delaware limited liability company,

                                                                                            
	 
      	 
      	
                                                                                              its
      General Partner

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                              By: 

                                                                                            	
                                                                                              /s/Halbert S. Washburn

                                                                                            
	 
      	 
      	 
      	
                                                                                              Halbert
      S. Washburn

                                                                                            
	 
      	 
      	 
      	
                                                                                              Co-Chief
      Executive Officer

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              BREITBURN
      GP, LLC,

                                                                                            
	 
      	
                                                                                              a
      Delaware limited liability company

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              /s/Halbert S. Washburn

                                                                                            
	 
      	 
      	
                                                                                              Halbert
      S. Washburn

                                                                                            
	 
      	 
      	
                                                                                              Co-Chief
      Executive Officer

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              PROVIDENT
      ENERGY TRUST

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              By:

                                                                                            	
                                                                                              /s/Thomas W. Buchanan

                                                                                            
	 
      	 
      	
                                                                                              Thomas
      W. Buchanan

                                                                                            
	 
      	 
      	
                                                                                              President
      and Chief Financial Officer

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              /s/Randall H.
Breitenbach

                                                                                            
	 
      	
                                                                                              Randall
      H. Breitenbach, Individually

                                                                                            
	 
      	 
      	 
      	 
      
	 
      	
                                                                                              /s/Halbert S. Washburn

                                                                                            
	 
      	
                                                                                              Halbert
      S. Washburn,
Individually

                                                                                            


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    EXHIBIT
1

    


    NO.
048-233656-08

    


    
      
        
          
            
              
                
                  	
                          Quicksilver
      Resources Inc.,

                        	
                          §

                        	
                          In
      The District Court

                        
	 
      	 
      	
                          §

                        	 
      
	
                          Plaintiff,

                        	
                          §

                        	 
      
	 
      	 
      	
                          §

                        	 
      
	
                          v.

                        	 
      	
                          §

                        	
                          Tarrant
      County, Texas

                        
	 
      	 
      	
                          §

                        	 
      
	
                          BreitBurn
      Energy Partners  l.p., et al,

                        	
                          §

                        	 
      
	 
      	 
      	
                          §

                        	 
      
	
                          Defendants.

                        	
                          §

                        	
                          48th
      Judicial
District

                        


                

              

            

          

        

      

    

     

    AGREED
MOTION FOR ENTRY OF FINAL JUDGMENT

    AND
ORDER OF DISMISSAL

    


    Quicksilver
Resources Inc., BreitBurn Energy Partners, L.P., BreitBurn GP, LLC, BreitBurn
Operating, L.P., and BreitBurn Operating GP, LLC, Randall H. Breitenbach,
Halbert S. Washburn, and Provident Energy Trust respectfully file this Agreed
Motion for Entry of Final Judgment and Order of Dismissal.

     

    1.           The
parties have reached a settlement of this matter, as reflected in the Settlement
Agreement dated April 5, 2010, between the parties to this case.

     

    2.           As
part of this settlement, the parties have reached a resolution of the
declaratory and injunctive relief sought by Quicksilver that addresses the
findings stated in this Court’s interlocutory November 25, 2009 Amended Summary
Judgment Order.

     

    3.           The
parties respectfully request that this Court enter the proposed Final Judgment
and Order of Dismissal attached hereto as Exhibit “A”.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Respectfully
      submitted,

                    
	 
      
	
                      KELLY
      HART & HALLMAN LLP

                    
	 
      
	 
	
                      Dee
      J. Kelly

                    
	
                      State
      Bar No. 11217000

                    
	
                      Marshall
      M. Searcy

                    
	
                      State
      Bar No. 17955500

                    
	
                      David
      E. Keltner

                    
	
                      State
      Bar No. 11249500

                    
	
                      Dee
      J. Kelly,
      Jr.

                    
	
                      State
      Bar No. 11217250

                    
	
                      Lars
      L. Berg

                    
	
                      State
      Bar No. 00787072

                    
	
                      Wells
      Fargo Tower

                    
	
                      201
      Main Street, Suite 2500

                    
	
                      Fort
      Worth, Texas 76102

                    
	
                      Telephone:
      (817) 332-2500

                    
	
                      Facsimile:
      (817) 878-9280

                    
	 
      
	
                      FULBRIGHT
      &
      JAWORSKI L.L.P.

                    
	
                      Gerard
      G. Pecht

                    
	
                      State
      Bar No.15701800

                    
	
                      Daniel
      M. McClure

                    
	
                      State
      Bar No. 13427400

                    
	
                      Darryl
      W. Anderson

                    
	
                      State
      Bar No. 24008694

                    
	
                      Peter
      A. Stokes

                    
	
                      State
      Bar. No. 24028017

                    
	
                      1301
      McKinney, Suite 5100

                    
	
                      Houston,
      TX 77010-3095

                    
	
                      Telephone:
      (713) 651-5151

                    
	
                      Facsimile:
      (713) 651-5246

                    
	 
      
	
                      Attorneys
      For Plaintiff

                    
	
                      Quicksilver
      Resources
Inc.

                    


            

          

        

      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      ANDREWS
      KURTH LLP

                    
	 
      
	
                       

                    
	
                      Greg
      Waller

                    
	
                      State
      Bar No. 00794813

                    
	
                      Richard
      Deutsch

                    
	
                      State
      Bar No. 24040798

                    
	
                      600
      Travis, Suite 4200

                    
	
                      Houston,
      Texas 77002

                    
	
                      Phone:
      (713) 220-4200

                    
	
                      Fax:
      (713) 220-4285

                    
	 
      
	
                      Scott
      A. Brister

                    
	
                      State
      Bar No. 00000024

                    
	
                      Casey
      Low

                    
	
                      State
      Bar No. 24041363

                    
	
                      111
      Congress Avenue, Suite 1700

                    
	
                      Austin,
      Texas 787011

                    
	
                      Phone:
      (512)320-9200

                    
	
                      Fax:
      (512) 320-9292

                    
	 
      
	
                      K&L
      GATES

                    
	
                      David
      R. Seidler

                    
	
                      State
      Bar No. 18000500

                    
	
                      301
      Commerce St., Suite 3000

                    
	
                      Fort
      Worth, Texas 76102-0000

                    
	
                      Phone:
      (817) 347-5275

                    
	
                      Fax:
      (817)347-5299

                    
	 
      
	
                      Attorneys
      For Defendant

                    
	
                      Provident
      Energy
Trust

                    


            

          

        

      

    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 	 
	
                      William
      L. Kirkman

                    	
                      Harry
      M. Reasoner

                    
	
                      Texas
      State Bar No. 11518700

                    	
                      Texas
      State Bar No. 16642000

                    
	
                      Susanna
      Johnson

                    	
                      Karl
      S. Stern

                    
	
                      Texas
      State Bar No. 22136550

                    	
                      Texas
      State Bar No. 19175665

                    
	
                      Bourland
      & Kirkman, l.l.p.

                    	
                      George
      M. Kryder

                    
	
                      201
      Main Street, Suite 1400

                    	
                      Texas
      State Bar No. 11742900

                    
	
                      Fort
      Worth, Texas 76102

                    	
                      Jennifer
      B. Poppe

                    
	 
      	
                      Texas
      State Bar No. 24007855

                    
	 
      	
                      Matthew
      B. Ploeger

                    
	 
      	
                      Texas
      State Bar No. 24032838

                    
	 
      	
                      Jessica
      C. Mederson

                    
	 
      	
                      Texas
      State Bar No. 24037086

                    
	 
      	
                      Vinson
      & Elkins llp

                    
	 
      	
                      First
      City Tower

                    
	 
      	
                      1001
      Fannin Street, Suite 2500

                    
	 
      	
                      Houston,
      Texas
77002-6760

                    


            

          

        

      

    

    


    
      
        	 
      	
                Attorneys
      For BreitBurn Energy

                Partners,
      l.p. ,BreitBurn GP, llc,

                BreitBurn
      Operating l.p., and BreitBurn

                Operating
      GP, llc.

              
	 
      	 
      
	
                OF
      COUNSEL:

              	 
      
	
                Srinivas
      M. Raju

              	 
      
	
                Richards,
      Layton & Finger, p.a.

              	 
      
	
                One
      Rodney Square

              	 
      
	
                920
      North King Street

              	 
      
	
                Wilmington,
      Delaware  19801

              	 
      


      

    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    CERTIFICATE OF
SERVICE

    


    I hereby
certify that a true and correct copy of the foregoing instrument has been served
upon counsel of record on April __, 2010, as stated below:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Gerard
      G. Pecht, Esq.

                            	 	
                              _____
      (a) by certified mail, return

                            
	
                              Daniel
      M. McClure, Esq.

                            	 	
                              receipt
      requested;

                            
	
                              Darryl
      W. Anderson, Esq.

                            	 	
                              _____
      (b) by first-class U. S. Mail;

                            
	
                              Peter
      A. Stokes, Esq.

                            	 	
                              _____
      (c) by fax transmission; or

                            
	
                              Fulbright
      & Jaworski l.l.p.

                            	 	
                              _____
      (d) by hand delivery

                            
	
                              1301
      McKinney, Suite 5100

                            	 	
                              _____
      (e) by FedEx

                            
	
                              Houston,
      Texas 77010-3095

                            	 	
                              _____
      (f) by Electronic Mail (e-mail)

                            
	
                              Facsimile:
      (713) 651-5246

                            	 	 
      
	 	 	 
	
                              Dee
      J. Kelly, Esq.

                            	 	
                              _____
      (a) by certified mail, return

                            
	
                              Marshall
      M. Searcy, Esq.

                            	 	
                              receipt
      requested;

                            
	
                              David
      E. Keltner, Esq.

                            	 	
                              _____
      (b) by first-class U. S. Mail;

                            
	
                              Kelly
      Hart & Hallman llp

                            	 	
                              _____
      (c) by fax transmission; or

                            
	
                              Wells
      Fargo Tower

                            	 	
                              _____
      (d) by hand delivery

                            
	
                              201
      Main Street, Suite 2500

                            	 	
                              _____
      (e) by FedEx

                            
	
                              Fort
      Worth, Texas 76102

                            	 	
                              _____
      (f) by Electronic Mail (e-mail)

                            
	
                              Facsimile:
      (817) 878-9280

                            	 	 
      
	 	 	 
	
                              Greg
      Waller, Esq.

                            	 	
                              _____
      (a) by certified mail, return

                            
	
                              Andrews
      Kurth llp

                            	 	
                              receipt
      requested;

                            
	
                              600
      Travis, Suite 4200

                            	 	
                              _____
      (b) by first-class U. S. Mail;

                            
	
                              Houston,
      Texas 77002

                            	 	
                              _____
      (c) by fax transmission; or

                            
	
                              Facsimile:
      (713) 238-7434

                            	 	
                              _____
      (d) by hand delivery

                            
	 
      	 	
                              _____
      (e) by FedEx

                            
	 
      	 	
                              _____
      (f) by Electronic Mail (e-mail)

                            
	 
      	 	 
      
	
                              David
      Seidler, Esq.

                            	 	
                              _____
      (a) by certified mail, return

                            
	
                              K&L
      Gates

                            	 	
                              receipt
      requested;

                            
	
                              301
      Commerce Street, Suite 3000

                            	 	
                              _____
      (b) by first-class U. S. Mail;

                            
	
                              Forth
      Worth, Texas 76102

                            	 	
                              _____
      (c) by fax transmission; or

                            
	
                              Facsimile:
      (817) 347-5299

                            	 	
                              _____
      (d) by hand delivery

                            
	 
      	 	
                              _____
      (e) by FedEx

                            
	 
      	 	
                              _____
      (f) by Electronic Mail (e-mail)

                            
	 	 	 
	 	 	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    EXHIBIT
1(A)

    


    NO.
048-233656-08

    


    
      
        
          
            
              	
                      Quicksilver
      Resources Inc.,

                    	
                      §

                    	
                      In
      The District Court

                    
	 
      	 
      	
                      §

                    	 
      
	
                      Plaintiff,

                    	 
      	
                      §

                    	 
      
	 
      	 
      	
                      §

                    	 
      
	
                      v.

                    	 
      	
                      §

                    	
                      Tarrant
      County, Texas

                    
	 
      	 
      	
                      §

                    	 
      
	
                      BreitBurn
      Energy Partners  l.p., et al,

                    	
                      §

                    	 
      
	 
      	 
      	
                      §

                    	 
      
	
                      Defendants.

                    	 
      	
                      §

                    	
                      48th
      Judicial
District

                    


            

          

        

      

    

    


    FINAL
JUDGMENT

    AND
ORDER OF DISMISSAL

    


    The Court
considered the parties’ Agreed Motion for Entry of Final Judgment and Order of
Dismissal and makes the following findings and
orders:

     

    1.           The
Court previously entered an order holding that Section 13.4(b)(iii) of Amendment
No. 1 (dated June 17, 2008) to the First Amended and Restated Agreement of the
Limited Partnership (the “Partnership Agreement”)
of BreitBurn Energy Partners L.P., dated as
of October 10, 2006, as amended, was invalid.  However, the
Court has been advised of a settlement agreement between Quicksilver Resources
Inc. (“Quicksilver”) and the BreitBurn Defendants by which all issues relating to the validity of the amendment
have been resolved and the BreitBurn GP, LLC Board has determined that the 20%
cap imposed by Section 13.4(b)(iii) does not apply to Quicksilver on the terms
and subject to the conditions set forth in the Settlement
Agreement.  As a result, the Court finds that Amendment No.
1 to the Partnership Agreement, dated as of June 17, 2008, Amendment No. 2 to the Partnership Agreement, dated as of April 7, 2009, and Amendment No. 3 to the
Partnership Agreement, dated as of August 27,
2009 were validly adopted and are part of the Partnership
Agreement.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

    


    2.           Revised
Amendment No. 1 to the Partnership Agreement, dated as of December 29, 2009, was not validly adopted
and is not part of the Partnership Agreement.

     

    3.           Quicksilver
is entitled to vote all of its units on any action for which a limited partner
vote is required or permitted by the Partnership Agreement, including the
election of directors of BreitBurn GP, LLC on the
terms and subject to the conditions set forth in the Settlement
Agreement.

     

    4.           This Final Judgment and Order is not intended to enlarge
or modify the rights and obligations set forth in that settlement
agreement.

     

    IT IS
THEREFORE ORDERED, ADJUDGED, and DECREED:

     

    All
parties’ claims for relief are dismissed with prejudice.  All prior
partial summary judgment orders are superseded by this Final
Judgment.  This judgment finally disposes of all parties and all
claims and is appealable.  All costs of court are taxed against the
parties which incurred them.

     

    SIGNED
this ___ day of _____________, 2010.

    


    
      
        
          	 
      	 
      
	 
      	
                  DISTRICT
      JUDGE PRESIDING

                


        

      

    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  APPROVED
      ON THE ______ day of ____________, 2010.

                                
	 
      
	 
      
	
                                  David
      E. Keltner

                                
	
                                  Counsel
      for Quicksilver Resources Inc.

                                
	 
      
	 
      
	
                                  William
      L. Kirkman

                                
	
                                  Counsel
      for BreitBurn Energy Partners L.P.,

                                
	
                                  BreitBurn
      Operating L.P., BreitBurn GP, LLC,

                                
	
                                  BreitBurn
      Operating GP, LLC,

                                
	
                                  Randall
      H. Breitenbach,

                                
	
                                  Halbert
      S. Washburn

                                
	 
      
	 
      
	
                                  Greg
      Waller

                                
	
                                  David
      R. Seidler

                                
	
                                  Counsel
      for Provident Energy
Trust

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        29