Exhibit
4.1


Execution Copy




 





REGISTRATION
RIGHTS AGREEMENT


BY AND
AMONG


BREITBURN
ENERGY PARTNERS L.P.


AND


THE PURCHASERS NAMED HEREIN




 





















TABLE
OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Registrable Securities

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REGISTRATION
  RIGHTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Registration

  	
   

  	
  3

  
	
  Section 2.2

  	
   

  	
  Piggyback Rights

  	
   

  	
  5

  
	
  Section 2.3

  	
   

  	
  Underwritten Offering

  	
   

  	
  7

  
	
  Section 2.4

  	
   

  	
  Sale Procedures

  	
   

  	
  7

  
	
  Section 2.5

  	
   

  	
  Cooperation by Holders

  	
   

  	
  11

  
	
  Section 2.6

  	
   

  	
  Restrictions on Public Sale by Holders of
  Registrable Securities

  	
   

  	
  11

  
	
  Section 2.7

  	
   

  	
  Expenses

  	
   

  	
  11

  
	
  Section 2.8

  	
   

  	
  Indemnification

  	
   

  	
  12

  
	
  Section 2.9

  	
   

  	
  Rule 144 Reporting

  	
   

  	
  14

  
	
  Section 2.10

  	
   

  	
  Transfer or Assignment of Registration Rights

  	
   

  	
  14

  
	
  Section 2.11

  	
   

  	
  Limitation on Subsequent Registration Rights

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  III

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Communications

  	
   

  	
  15

  
	
  Section 3.2

  	
   

  	
  Successor and Assigns

  	
   

  	
  15

  
	
  Section 3.3

  	
   

  	
  Aggregation of Purchased Units

  	
   

  	
  15

  
	
  Section 3.4

  	
   

  	
  Recapitalization, Exchanges, Etc. Affecting the
  Common Units

  	
   

  	
  15

  
	
  Section 3.5

  	
   

  	
  Specific Performance

  	
   

  	
  16

  
	
  Section 3.6

  	
   

  	
  Counterparts

  	
   

  	
  16

  
	
  Section 3.7

  	
   

  	
  Headings

  	
   

  	
  16

  
	
  Section 3.8

  	
   

  	
  Governing Law

  	
   

  	
  16

  
	
  Section 3.9

  	
   

  	
  Severability of Provisions

  	
   

  	
  16

  
	
  Section 3.10

  	
   

  	
  Entire Agreement

  	
   

  	
  16

  
	
  Section 3.11

  	
   

  	
  Amendment

  	
   

  	
  16

  
	
  Section 3.12

  	
   

  	
  No Presumption

  	
   

  	
  16

  
	
  Section 3.13

  	
   

  	
  Obligations Limited to Parties to Agreement

  	
   

  	
  16

  
	
  Section 3.14

  	
   

  	
  Interpretation

  	
   

  	
  17

  



 



 i















REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of May 25, 2007 by and among BreitBurn
Energy Partners L.P., a Delaware limited partnership (“BreitBurn”), and each
of KAYNE ANDERSON MLP INVESTMENT COMPANY, KAYNE ANDERSON CAPITAL INCOME
PARTNERS (QP), LP, KAYNE ANDERSON MLP FUND, LP, KAYNE ANDERSON REAL ASSETS
FUND, L.P., KAYNE ANDERSON INCOME PARTNERS, L.P., KAYNE ANDERSON
NON-TRADITIONAL INVESTMENTS, LP, ARBCO II, L.P., KAYNE ANDERSON ENERGY INFRASTRUCTURE
FUND, LP, ROYAL BANK OF CANADA, LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.,
LEHMAN BROTHERS INC., ZLP FUND, L.P., STRUCTURED FINANCE AMERICAS, LLC, and CREDIT
SUISSE MANAGEMENT LLC (a
“Purchaser” and, collectively, the “Purchasers”).


WHEREAS, this Agreement is made in connection with the
Closing of the issuance and sale of the Purchased Units pursuant to the Unit
Purchase Agreement, dated as of May 25, 2007, by and among BreitBurn
and the Purchasers (the “Purchase Agreement”);


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


WHEREAS, it is a condition to the obligations of each
Purchaser and BreitBurn under the Purchase Agreement that this Agreement be
executed and delivered.


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


ARTICLE I


DEFINITIONS


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


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


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


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


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


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



 1
 









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


“Liquidated Damages Multiplier” means the
product of $31.00 times the number of Common Units purchased by such Purchaser.


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


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


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


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


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


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


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


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


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


“Registration Deadline” means 275 days from the
Closing Date.


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


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


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


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


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



 2
 









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


ARTICLE
II


REGISTRATION
RIGHTS


Section 2.1                                      Registration.


(a)                                  Registration


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


(ii)                                  Failure To Go Effective.  If the Registration Statement required by Section
2.1 of this Agreement is not declared effective by the Registration Deadline,
then each Purchaser shall be entitled to a payment with respect to the
Purchased Units of each such Purchaser, as liquidated damages and not as a penalty,
of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first
60 days following the Registration Deadline, increasing by an additional 0.25%
of the Liquidated Damages Multiplier per 30-day period for each subsequent 60
days, up to a maximum of 1.0% of the Liquidated Damages Multiplier per 30-day
period (the “Liquidated Damages”); provided,
however, the aggregate amount of
Liquidated Damages payable by BreitBurn under this



 3
 









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


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


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


(b)                                 Delay Rights.  Notwithstanding anything to the contrary
contained herein, BreitBurn may, upon written notice to any Selling Holder
whose Registrable Securities are included in the Registration Statement,
suspend such Selling Holder’s use of any prospectus which is a part of the
Registration Statement (in which event the Selling Holder shall discontinue
sales of the Registrable Securities pursuant to the Registration Statement, but
such Selling Holder may settle any such sales of Registrable Securities) if (i)
BreitBurn is pursuing an acquisition, merger, reorganization, disposition or
other similar transaction and BreitBurn determines in good faith that BreitBurn’s
ability to pursue or consummate such a transaction would be materially
adversely affected by any required disclosure of such transaction in the
Registration Statement or (ii) BreitBurn has experienced some other material
non-public event the disclosure of which at such time, in the good faith
judgment of BreitBurn, would materially 



 4
 









adversely affect BreitBurn; provided,
however, in no event shall the
Purchasers be suspended for a period that exceeds an aggregate of 60 days in
any 180-day period or 90 days in any 365-day period.  Upon disclosure of such information or the
termination of the condition described above, BreitBurn shall provide prompt
notice to the Selling Holders whose Registrable Securities are included in the
Registration Statement, shall promptly terminate any suspension of sales it has
put into effect and shall take such other actions to permit registered sales of
Registrable Securities as contemplated in this Agreement.


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


Section 2.2                                      Piggyback Rights.


(a)                                  Participation.  If BreitBurn proposes to file a prospectus
supplement to an effective shelf registration statement, other than the
Registration Statement contemplated by Section 2.1 of this Agreement, or BreitBurn
proposes to file a registration statement, other than a shelf registration
statement, in either case, for the sale of Common Units in an Underwritten
Offering for its own account and/or another Person, then as soon as practicable
but not less than three Business Days prior to the filing of (x) any
preliminary prospectus supplement relating to such Underwritten Offering
pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement
relating to such Underwritten Offering pursuant to Rule 424(b) under the
Securities Act (if no preliminary prospectus supplement is used) or (z) such
registration statement, as the case may be, then BreitBurn shall give notice
(including, but not limited to, notification by electronic mail) of such
proposed Underwritten Offering to the Holders and such notice shall offer the
Holders the opportunity to include in such Underwritten Offering such number of
Registrable Securities (the “Included Registrable Securities”) as each
such Holder may request in writing; provided,
however, that if BreitBurn has
been advised by the Managing Underwriter that the inclusion of Registrable
Securities for sale for the benefit of the Holders will have a material adverse
effect on the price, timing or distribution of the Common Units in the
Underwritten Offering, then the amount of Registrable Securities to be offered
for the accounts of Holders shall be determined based on the provisions of Section
2.2(b) of this Agreement; provided, further,
that BreitBurn shall not be obligated to include any Registrable Securities in
any 



 5
 









Underwritten Offering unless the Holders request inclusion of at least
$5 million of Registrable Securities in such offering.  The notice required to be provided in this Section
2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1
hereof and receipt of such notice shall be confirmed by such Holder.  Each such Holder shall then have three
Business Days after receiving such notice to request inclusion of Registrable
Securities in the Underwritten Offering, except that such Holder shall have one
Business Day after such Holder confirms receipt of the notice to request
inclusion of Registrable Securities in the Underwritten Offering in the case of
a “bought deal” or “overnight transaction” where no preliminary prospectus is
used.  If no request for inclusion from a
Holder is received within the specified time, such Holder shall have no further
right to participate in such Underwritten Offering.  If, at any time after giving written notice
of its intention to undertake an Underwritten Offering and prior to the closing
of such Underwritten Offering, BreitBurn shall determine for any reason not to
undertake or to delay such Underwritten Offering, BreitBurn may, at its
election, give written notice of such determination to the Selling Holders and,
(x) in the case of a determination not to undertake such Underwritten Offering,
shall be relieved of its obligation to sell any Included Registrable Securities
in connection with such terminated Underwritten Offering, and (y) in the case
of a determination to delay such Underwritten Offering, shall be permitted to
delay offering any Included Registrable Securities for the same period as the
delay in the Underwritten Offering.  Any
Selling Holder shall have the right to withdraw such Selling Holder’s request
for inclusion of such Selling Holder’s Registrable Securities in such offering
by giving written notice to BreitBurn of such withdrawal up to and including
the time of pricing of such offering. 
Each Holder’s rights under this Section 2.2(a) shall terminate when such
Holder (together with any Affiliates or swap counterparties of such Holder)
holds less than $10 million of Purchased Units, based on the Commitment
Amounts.  Notwithstanding the foregoing,
any Holder may deliver written notice (an “Opt Out Notice”) to BreitBurn
requesting that such Holder not receive notice from BreitBurn of any proposed
Underwritten Offering; provided that
such Holder may later revoke any such notice.


(b)                                 Priority of Rights.  If the Managing Underwriter or Underwriters
of any proposed Underwritten Offering of Common Units included in an
Underwritten Offering involving Included Registrable Securities advises
BreitBurn that the total amount of Common Units that the Selling Holders and
any other Persons intend to include in such offering exceeds the number that
can be sold in such offering without being likely to have a material adverse
effect on the price, timing or distribution of the Common Units offered or the
market for the Common Units, then the Common Units to be included in such
Underwritten Offering shall include the number of Registrable Securities that
such Managing Underwriter or Underwriters advises BreitBurn can be sold without
having such adverse effect, with such number to be allocated (i) first, to
BreitBurn, and (ii) second, pro rata among the Selling Holders party to this
Agreement and any other Persons who have been or are granted registration
rights on or after the date of this Agreement (including the General Partner, “Other
Holders”) who have requested participation in the Underwritten Offering, in
each case, who have requested participation in such Underwritten Offering.  The pro rata allocations for each such
Selling Holder shall be the product of (a) the aggregate number of Common Units
proposed to be sold by all Selling Holders and Other Holders in such
Underwritten Offering multiplied by (b) the fraction derived by dividing (x)
the number of Common Units owned on the Registration Deadline by such Selling
Holder or Other Holder by (y) the aggregate number of Common Units owned on the
Registration Deadline by all Selling Holders and Other Holders participating in
the Underwritten Offering.  All participating




 6
 









Selling Holders shall have the opportunity to share pro rata that
portion of such priority allocable to any Selling Holder(s) not so
participating.  As of the date of
execution of this Agreement, there are no other Persons with Registration Rights
relating to Common Units other than as described in this Section 2.2(b) and as
set forth in the Partnership Agreement.


Section 2.3                                      Underwritten
Offering.


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


(b)                                 No Demand Rights.
Notwithstanding any other provision of this Agreement, no Holder of Registrable
Securities shall be entitled to any “demand” rights or similar rights that
would require BreitBurn to effect an Underwritten Offering solely on behalf of
such Holder.


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


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


(b)                                 if a prospectus
supplement will be used in connection with the marketing of an Underwritten
Offering from the Registration Statement and the Managing Underwriter at any
time shall notify BreitBurn in writing that, in the sole judgment of such Managing
Underwriter, 



 7
 









inclusion of detailed information to be used in such prospectus
supplement is of material importance to the success of the Underwritten
Offering of such Registrable Securities, use its commercially reasonable
efforts to include such information in such prospectus supplement;


(c)                                  furnish to each
Selling Holder (i) as far in advance as reasonably practicable before filing
the Registration Statement or any other registration statement contemplated by
this Agreement or any supplement or amendment thereto, upon request, copies of
reasonably complete drafts of all such documents proposed to be filed
(including exhibits and each document incorporated by reference therein to the
extent then required by the rules and regulations of the Commission), and
provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is
contained therein and make the corrections reasonably requested by such Selling
Holder with respect to such information prior to filing the Registration
Statement or such other registration statement or supplement or amendment
thereto, and (ii) such number of copies of the Registration Statement or such
other registration statement and the prospectus included therein and any
supplements and amendments thereto as such Persons may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement or other registration statement;


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


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


(f)                                    immediately notify
each Selling Holder and each underwriter of Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of (i) the happening of any event as a result of which the
prospectus or prospectus supplement contained in the Registration Statement or
any other registration statement contemplated by this Agreement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; (ii)
the issuance or threat of issuance by the Commission of any stop order suspending
the effectiveness of the 



 8
 









Registration Statement or any other registration statement contemplated
by this Agreement, or the initiation of any proceedings for that purpose; or
(iii) the receipt by BreitBurn of any notification with respect to the suspension
of the qualification of any Registrable Securities for sale under the
applicable securities or blue sky laws of any jurisdiction.  Following the provision of such notice,
BreitBurn agrees to as promptly as practicable amend or supplement the prospectus
or prospectus supplement or take other appropriate action so that the
prospectus or prospectus supplement does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing and to take such other action as is necessary to
remove a stop order, suspension, threat thereof or proceedings related thereto;


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


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


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


(j)                                     make available to
the appropriate representatives of the Managing Underwriter and Selling Holders
access to such information and BreitBurn personnel as is reasonable and
customary to enable such parties to establish a due diligence defense under the
Securities Act; provided, however, that BreitBurn need not disclose
any such information to any such representative unless and until such
representative has entered into or is otherwise subject to a confidentiality
agreement with BreitBurn satisfactory to BreitBurn (including, if applicable,
any confidentiality agreement referenced in Section 8.6 of the Purchase
Agreement);


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


(l)                                     use its
commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be 



 9
 









necessary by virtue of the business and operations of BreitBurn to enable
the Selling Holders to consummate the disposition of such Registrable
Securities;


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


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


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


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


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



 10
 









reasonably requests to be
included therein relating to the sale and distribution of Registrable
Securities, including information with respect to the number of Registrable
Securities being offered or sold, the purchase price being paid therefor and
any other terms of the offering of the Registrable Securities to be sold in
such offering; (ii) as soon as practicable make all required filings of such
prospectus supplement or post-effective amendment after being notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) as soon as practicable, supplement or make amendments to
any Registration Statement.


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


Section 2.6                                      Restrictions on
Public Sale by Holders of Registrable Securities.  For one year following the Closing Date, each
Holder of Registrable Securities who is included in the Registration Statement
agrees not to effect any public sale or distribution of the Registrable
Securities during the 30-day period following pricing of an Underwritten
Offering of equity securities by BreitBurn (except as provided in this Section
2.6); provided, however, that the duration of the
foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the officers or directors
or any other Common Unitholder of BreitBurn on whom a restriction is imposed in
connection with such public offering.  In
addition, the provisions of this Section 2.6 shall not apply with respect to a
Holder that (A) owns less than $10 million of Purchased Units, based on the
Commitment Amounts, (B) has delivered an Opt Out Notice to BreitBurn pursuant
to Section 2.2 hereof or (C) has submitted a notice requesting the inclusion of
Registrable Securities in an Underwritten Offering pursuant to Section 2.2
hereof but is unable to do so as a result of the priority provisions contained
in Section 2.2(b) hereof.


Section 2.7                                      Expenses.


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



 11
 









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


Section 2.8                                      Indemnification.


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


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



 12
 









by such Selling Holder from the sale of the Registrable Securities
giving rise to such indemnification.


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


(d)                                 Contribution.  If the indemnification provided for in this Section
2.8 is held by a court or government agency of competent jurisdiction to be
unavailable to any indemnified party or is insufficient to hold it harmless in
respect of any Losses, then each such indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Loss in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of such indemnified party on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations; provided,
however, that in no event shall
such Selling Holder be required to contribute an aggregate amount in excess of
the dollar amount of proceeds (net of Selling Expenses) received by such
Selling Holder from the sale of Registrable Securities giving rise to such
indemnification.  The relative fault of
the indemnifying party on the one hand and the indemnified party on the other
shall be determined by reference to, among 



 13
 









other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact has
been made by, or relates to, information supplied by such party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The parties hereto agree that it would not be just and equitable if
contributions pursuant to this paragraph were to be determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to herein.  The amount paid by an indemnified party as a
result of the Losses referred to in the first sentence of this paragraph shall
be deemed to include any legal and other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any Loss which
is the subject of this paragraph.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who is not guilty of such fraudulent misrepresentation.


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


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


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


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


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


Section 2.10                                Transfer
or Assignment of Registration Rights. 
The rights to cause BreitBurn to register Registrable Securities granted
to the Purchasers by BreitBurn under this Section 2.10 may be transferred or
assigned by one or more Holders to one or more transferee(s) or assignee(s) of
such Registrable Securities; provided,
however, that (a) unless such
transferee is a Holder or an Affiliate of the transferring Holder, or the
transfer is to a swap counterparty, following such transfer or assignment, each
such transferee or assignee holds Registrable Securities representing at least
$10 million of the Purchased Units, based on the Commitment Amounts, (b) BreitBurn
is given written notice prior to any said transfer or assignment, stating the
name and address of each such transferee and identifying the securities with
respect to which 



 14
 









such registration rights are being transferred or assigned, and (c)
each such transferee assumes in writing responsibility for its portion of the
obligations of such Purchaser under this Agreement.


Section 2.11                                Limitation
on Subsequent Registration Rights. 
From and after the date hereof, BreitBurn shall not, without the prior
written consent of the Holders of a majority of the outstanding Registrable
Securities, enter into any agreement with any current or future holder of any
securities of BreitBurn that would allow such current or future holder to
require BreitBurn to include securities in any registration statement filed by
BreitBurn on a basis other than pari passu with, or subject to priority in
favor of, the Purchasers hereunder.


ARTICLE
III


MISCELLANEOUS


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


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


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


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


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


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


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


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



 15
 









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


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


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


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


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


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


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


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


Section 3.13                                Obligations Limited to Parties to Agreement.  Each
of the Parties hereto covenants, agrees and acknowledges that no Person other
than the Purchasers (and their permitted assignees) and BreitBurn shall have
any obligation hereunder and that, 



 16
 









notwithstanding that one or
more of the Purchasers may be a corporation, partnership or limited liability
company, no recourse under this Agreement or under any documents or instruments
delivered in connection herewith or therewith shall be had against any former,
current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the Purchasers or
any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of the
foregoing, whether by the enforcement of any assessment or by any legal or
equitable proceeding, or by virtue of any applicable Law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to,
be imposed on or otherwise be incurred by any former, current or future
director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchasers or any former,
current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the foregoing, as
such, for any obligations of the Purchasers under this Agreement or the
Purchase Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of
such obligation or its creation.


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


The
remainder of this page is intentionally left blank.



 17















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


	
   

  	
  BREITBURN ENERGY PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BreitBurn GP, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Halbert S. Washburn

  
	
   

  	
   

  	
  Title:

  	
  Co-Chief Executive Officer

  
					



 


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE













 


	
  

  	
  ROYAL BANK OF CANADA

  
	
   

  	
  by its agent

  
	
   

  	
   

  
	
   

  	
  RBC CAPITAL MARKETS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Josef Muskatel

  
	
   

  	
   

  	
  Director and Senior
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  David Weiner

  
	
   

  	
   

  	
  Managing Director

  



 


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE


 













 


	
  

  	
  ZLP
  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Zimmer Lucas Partners,
  LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Craig M. Lucas

  
	
   

  	
   

  	
   

  	
  Managing Member

  



 


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE













 


	
  

  	
  LEHMAN
  BROTHERS MLP OPPORTUNITY FUND 

  
	
   

  	
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Lehman Brothers MLP Opportunity

  
	
   

  	
   

  	
  Associates L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Lehman Brothers MLP Opportunity

  
	
   

  	
   

  	
  Associates L.L.C., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  LEHMAN
  BROTHERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  CREDIT
  SUISSE MANAGEMENT LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  KAYNE
  ANDERSON MLP INVESTMENT 

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: James C.
  Baker

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


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  KAYNE
  ANDERSON CAPITAL INCOME PARTNERS (QP), LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 


 


	
  

  	
  KAYNE
  ANDERSON MLP FUND, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 


 


	
  

  	
  KAYNE
  ANDERSON REAL ASSETS FUND,

  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 


 


	
  

  	
  KAYNE
  ANDERSON INCOME PARTNERS,

  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE













 


	
  

  	
  KAYNE
  ANDERSON NON-TRADITIONAL INVESTMENTS, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 


 


	
  

  	
  ARBCO
  II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital Advisors,
  L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 


 


	
  

  	
  KAYNE
  ANDERSON ENERGY INFRASTRUCTURE FUND, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Kayne Anderson Capital
  Advisors, L.P.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: David Shladovsky

  
	
   

  	
   

  	
   

  	
  Title: General Counsel

  
						



 


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  STRUCTURED
  FINANCE AMERICAS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


REGISTRATION RIGHTS AGREEMENT – SIGNATURE PAGE