BreitBurn Energy Partners L.P. (Form: 8-K, Received: 04/09/2010 06:02:09)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

April 8, 2010 (April 5, 2010)

BREITBURN ENERGY PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware	001-33055	74-3169953
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

515 South Flower Street, Suite 4800

Los Angeles, CA 90071

(Address of principal executive office)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

Settlement Agreement

On April 5, 2010, BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Partnership” or “BreitBurn”), its general partner, BreitBurn GP, LLC (the "General Partner"), Quicksilver Resources Inc. ("Quicksilver"), Provident Energy Trust (“Provident”), Halbert S. Washburn and Randall H. Breitenbach entered into a Settlement Agreement (the “Settlement Agreement”), confirming the terms of the original settlement agreement dated February 3, 2010 wherein the parties agreed to settle all claims with respect to the litigation filed by Quicksilver against the Partnership, the General Partner, certain of its subsidiaries and directors and Provident pending in the 48th District Court in Tarrant County, Texas (the "Court"). The Settlement Agreement supersedes the original settlement agreement dated February 3, 2010 in its entirety. The description set forth below of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K.

Pursuant to the Settlement Agreement, the parties agreed to dismiss all pending claims before the Court and mutually released each party, its affiliates, agents, officers, directors and attorneys from any and all claims arising from the subject matter of the litigation filed by Quicksilver before the Court. On April 6, 2010, the Partnership paid Quicksilver $13 million and expects this amount to be reimbursed by insurance. However, discussions with the Partnership’s insurers are ongoing. Provident has paid Quicksilver a separate settlement amount.

The terms of the Settlement Agreement as described below in greater detail were effective on April 6, 2010 (the “Effective Time”) upon the entry of the final judgment and order of dismissal by the Court in the form attached to the Settlement Agreement as Exhibit 1(A) (the “Order”), which, among other things, dismissed the lawsuit in Texas. Pursuant to the Order, the Court held that Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, 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. The Court further held that Revised Amendment No. 1 to the Partnership Agreement, dated as of December 29, 2009, is not part of the Partnership Agreement .

Other terms of the Settlement Agreement are summarized below:

Designation, Nomination and Election of Directors; Management. As the Partnership previously disclosed in a Current Report on Form 8-K dated March 31, 2010 and filed on April 6, 2010 (the “Form 8-K dated March 31, 2010”), pursuant to the Settlement Agreement, there will continue to be six members serving on the Board of Directors (the “Board”) of the General Partner. As of the Effective Time, the directors include the four continuing independent members serving on the Board, John R. Butler, Jr., Gregory J. Moroney, Charles S. Weiss and David B. Kilpatrick, and the two new directors designated by Quicksilver, Mr. Walker C. Friedman and Mr. W. Yandell Rogers, III. Mr. Butler is Chairman of the Board. As the Partnership previously disclosed in the Form 8-K dated March 31, 2010, Mr. Breitenbach has been appointed to the office of President of the General Partner, and has resigned as Co-Chief Executive Officer of the General Partner. Mr. Washburn will remain as Chief Executive Officer of the General Partner.

The Form 8-K dated March 31, 2010 contains a description of the provisions of the Settlement Agreement relating to the designation, nomination and election of directors and changes to management and is incorporated herein by reference. The description set forth in the Form 8-K dated March 31, 2010 is qualified in its entirety by reference to the Settlement Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K.

In order to implement the terms of the Settlement Agreement with respect to the designation, nomination and election of directors, changes to management and the voting rights as described above, on April 5, 2010, the General Partner entered into Amendment No. 4 to the Partnership Agreement (“Amendment No. 4”), and the Partnership entered into the Fourth Amended and Restated Limited Liability Company Agreement of the General Partner (the “Fourth Amended LLC Agreement”), which agreements are described in more detail below. The descriptions set forth below of Amendment No. 4 and the Fourth Amended LLC Agreement are qualified in their entirety by reference to such agreements, which have been filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

Voting Rights . Subject to certain exceptions, Quicksilver will accept and agree not to challenge the voting rights as set forth in the original Amendment No. 1 to the Partnership Agreement, dated June 17, 2008. During the period beginning at the Effective Time and ending when Quicksilver, together with its Controlled Affiliates, owns fewer than 2,638,500 Common Units (the “Effectiveness Period”), the General Partner has agreed not to effect any amendment to the Partnership Agreement that would restrict in any manner Quicksilver’s rights to vote any or all of its Common Units in the election of directors or any other matters presented to the unitholders. The General Partner has withdrawn Revised Amendment No. 1 to the Partnership Agreement, dated December 29, 2009. During the Effectiveness Period, the General Partner will not 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.

Waiver of Voting Cap . The Board has permanently and irrevocably determined that the 20% voting cap limitation in the election of directors set forth in clause (B) of the first sentence of Section 13.4(b)(iii) of the Partnership Agreement 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 the Partnership or its Common Units or other voting securities.

Piggyback Rights and Registration Rights Agreement . Pursuant to the Settlement Agreement, Quicksilver will have the right to participate by including its Common Units in every Equity Offering (as such term is defined in the Settlement Agreement) in an amount up to 20% of the aggregate amount of the securities offered in such Equity Offering (the “Piggyback Right”).

Pursuant to the Settlement Agreement, the Partnership and Quicksilver entered into the First Amendment to the Registration Rights Agreement dated as of November 1, 2007, by and between the Partnership and Quicksilver (as amended, the “Registration Rights Agreement”), which is described in more detail below. The Registration Rights Agreement will exclusively govern the Piggyback Right as it relates to an “Underwritten Offering” (as such term is defined in the Registration Rights Agreement). The description of the First Amendment to the Registration Rights Agreement set forth below is qualified in its entirety by reference to such amendment, which has been filed as Exhibit 4.1 to this Current Report on Form 8-K.

With respect to any Equity Offering that is not an Underwritten Offering, Quicksilver and the Partnership have agreed to be bound by certain notice and other provisions contained in the Settlement Agreement. The Piggyback Right set forth in the Settlement Agreement will terminate on the date that is the three month anniversary of the date on which Quicksilver ceases to be an Affiliate (as defined in the Settlement Agreement) of the Partnership.

Voting on Removal of the General Partner. During the Effectiveness Period, with respect to any proposal to remove the General Partner as the general partner of the Partnership, 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.

Quicksilver Standstill.

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:

(i) 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);

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

(iii) call a special meeting of the unitholders; or

(iv) propose to remove the General Partner as the general partner of the Partnership or, other than in accordance with the provisions of the Settlement Agreement described above under “Voting on Removal of the General Partner,” vote to remove the General Partner as the general partner of the Partnership.

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

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

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

(iii) 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 the Partnership or any of its Affiliates;

(iv) 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 the Partnership or any of its Affiliates;

(v) act to seek to control or influence the management, Board or policies of the Partnership, except through Quicksilver’s Board designees or as permitted by the Settlement Agreement;

(vi) propose to remove the General Partner as the general partner of the Partnership or, other than in accordance with the provisions of the Settlement Agreement described above under “Voting on Removal of the General Partner,” vote to remove the General Partner as the general partner of the Partnership;

(vii) publicly disclose any intent, plan or arrangement inconsistent with the Settlement Agreement; or

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

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:

(i) 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;

(ii) in connection with a business combination approved by the Board and/or the unitholders;

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

(iv) 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.

Notwithstanding the foregoing, the provisions of the Settlement Agreement described above under “Quicksilver Standstill” shall not, and are not intended to:

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

(ii) restrict in any manner how Quicksilver votes its Common Units, except as provided in the Settlement Agreement;

(iii) 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

(iv) restrict Quicksilver from selling or transferring any of its Common Units to any Affiliate or successor of Quicksilver that agrees to be bound by certain provisions of the Settlement Agreement.

The provisions of the Settlement Agreement described above under “Quicksilver Standstill” shall immediately and automatically be suspended upon the increase or acceleration of a material financial obligation of the Partnership 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.

Amendment No. 4 to the Partnership Agreement

Pursuant to the Order, the Court held 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. The Court further held that Revised Amendment No. 1 to the Partnership Agreement, dated as of December 29, 2009, is not part of the Partnership Agreement . The General Partner entered into Amendment No. 4 to the Partnership Agreement, which was effective on April 6, 2010. Amendment No. 4 implemented the terms of the Settlement Agreement with respect to the voting rights as described above.

Pursuant to Amendment No. 4, Section 13.4 of the Partnership Agreement was amended to provide that any vote, consent or other action taken by or on behalf of Quicksilver in breach of certain provisions of the Settlement Agreement relating to voting rights will, to the extent in breach, be null and void and shall not be counted or considered as a vote, consent or other action. Quicksilver will not, as a result of the foregoing, be considered a separate class of Limited Partner and the Common Units held by Quicksilver will not be considered a separate class of Common Units.

A copy of Amendment No. 4 is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Fourth Amended and Restated Limited Liability Company Agreement of the General Partner

The Partnership, as sole member of the General Partner, entered into the Fourth Amended and Restated Limited Liability Company Agreement of the General Partner, which was effective on April 6, 2010. The Fourth Amended LLC Agreement implemented certain terms of the Settlement Agreement with respect to the designation, nomination and election of directors.

The Fourth Amended LLC Agreement provides that the members of the Board will be elected by the unitholders and nominated in accordance with the terms of the Partnership Agreement. The Board is divided into three classes, Class I, Class II, and Class III. The directors designated to Class I will serve for an initial term that expires at the annual meeting of Limited Partners originally intended to be held in 2009, the directors designated to Class II will serve for an initial term that expires at the annual meeting of unitholders held in 2010, and the directors designated to Class III will serve for an initial term that expires at the annual meeting of unitholders held in 2011. At each succeeding annual meeting of unitholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term; provided, however, because the first annual meeting of the unitholders, which was originally intended to be held in 2009, was postponed as a result of the litigation addressed in the Settlement Agreement and is now expected to be held in 2010, (i) at that first annual meeting, it is expected that an election will be held to elect successors to the directors whose term was originally intended to expire in 2009 ( i.e. , the Class I directors) and the directors whose term was originally intended to expire in 2010 ( i.e. , the Class II directors), and (ii) the Class I directors to be elected at the first annual meeting will be elected for a term that will expire three years after the year in which the initial annual meeting was originally intended to be held ( i.e. , 2012), and the Class II directors to be elected at the first annual meeting will be elected for a term that will expire three years after the year in which the annual meeting for their election was originally intended to be held ( i.e. , 2013).

Each director will hold office for the term for which such director is elected and thereafter until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal. Any vacancy on the Board of directors (including, without limitation, any vacancy caused by an increase in the number of directors on the Board of directors) may only be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his predecessor. A director may be removed only for cause and only upon a vote of the majority of the remaining directors then in office.

The Board consists of six directors. The directors of the General Partner as of the date hereof and the Class that each such director is a member of is hereby designated as follows:

John R. Butler, Jr.	Class I
Gregory J. Moroney	Class I
Walker C. Friedman	Class II
Charles S. Weiss	Class II
David B. Kilpatrick	Class III
W. Yandell Rogers, III	Class III

A copy of the Fourth Amended LLC Agreement is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

First Amendment to the Registration Rights Agreement, by and between the Partnership and Quicksilver

The Partnership and Quicksilver entered into the First Amendment to the Registration Rights Agreement, which was effective on April 6, 2010.

Pursuant to the First Amendment to the Registration Rights Agreement, Quicksilver will have the right to include its Common Units in any Underwritten Offering subject to the Registration Rights Agreement in a number up to the greater of (i) 20% of the number of Common Units to be sold in such Underwritten Offering or (ii) the number of Common Units that Quicksilver could include in such Underwritten Offering without regard to clause (i) above, provided that Quicksilver complies with the notice provisions for requesting inclusion of its Registrable Securities (as defined in the Registration Rights Agreement) in any such Underwritten Offering. The operative provisions of the Registration Rights Agreement, other than the indemnification provisions, will terminate on the date that is the three month anniversary of the date on which Quicksilver ceases to be an affiliate of the Partnership.

A copy of the First Amendment to the Registration Rights Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.03 Amendment to Articles of Incorporation or Bylaws

Amendment No. 4 to the Partnership Agreement

The General Partner entered into Amendment No. 4 to the Partnership Agreement, which was effective on April 6, 2010. The description of Amendment No. 4 is incorporated herein by reference from Item 1.01 of this Current Report on Form 8-K.

A copy of Amendment No. 4 is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Fourth Amended and Restated Limited Liability Company Agreement of the General Partner

The Partnership, as sole member of the General Partner, entered into the Fourth Amended and Restated Limited Liability Company Agreement of the General Partner, which was effective on April 6, 2010. The description of the Fourth Amended LLC Agreement is incorporated herein by reference from Item 1.01 of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

	(d)	Exhibits
3.1			Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P., dated as of April 5, 2010.

3.2			Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC, dated as of April 5, 2010.

4.1			First Amendment to the Registration Rights Agreement by and between BreitBurn Energy Partners L.P. and Quicksilver Resources Inc., dated as of April 5, 2010.

10.1			Settlement Agreement by and among Quicksilver Resources Inc., BreitBurn Energy Partners L.P., BreitBurn GP, LLC, Provident Energy Trust, Randall H. Breitenbach and Halbert S. Washburn, dated April 5, 2010.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BREITBURN ENERGY PARTNERS L.P.

	By:	BREITBURN GP, LLC,
		its general partner


Dated: April 8, 2010	By:	/s/Halbert S. Washburn
		Halbert S. Washburn
		Chief Executive Officer

Exhibit Number					Exhibit Title

3.1					Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P., dated as of April 5, 2010.

3.2					Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC, dated as of April 5, 2010.

4.1					First Amendment to the Registration Rights Agreement by and between BreitBurn Energy Partners L.P. and Quicksilver Resources Inc., dated as of April 5, 2010.

10.1					Settlement Agreement by and among Quicksilver Resources Inc., BreitBurn Energy Partners L.P., BreitBurn GP, LLC, Provident Energy Trust, Randall H. Breitenbach and Halbert S. Washburn, dated April 5, 2010.

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

BREITBURN ENERGY PARTNERS L.P.

This Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P., a Delaware limited partnership (the “ Partnership ”), dated as of April 5, 2010 (this “ Amendment ”), is made and entered into by BreitBurn GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “ General Partner ”) and as the lawful agent and attorney-in-fact for and on behalf of each of the limited partners of the Partnership. Capitalized terms used herein and not otherwise defined are used as defined in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 10, 2006 (the “ First Amended LP Agreement ”), as amended by Amendment No. 1 thereto (“ Original Amendment No. 1 ”), dated as of June 17, 2008, Amendment No. 2 thereto (“ Amendment No. 2 ”), dated as of April 7, 2009, and Amendment No. 3 thereto (collectively with Original Amendment No. 1 and Amendment No. 2, the “ Amendments ”), dated as of August 27, 2009 (as so amended, the “ LP Agreement ”).

WHEREAS , the Partnership is a Delaware limited partnership that was formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq ., and is currently governed by the LP Agreement;

WHEREAS , the Partnership was involved in litigation (the “ Litigation ”) filed by Quicksilver Resources Inc. (“ Quicksilver ”) in the 48 th District Court, Tarrant County, Texas (the “ Court ”) relating to, among other things, the adoption of Section 13.4(b) of the LP Agreement;

WHEREAS , the first annual meeting of the Limited Partners, which was originally intended to be held in 2009, was postponed as a result of the Litigation and is now expected to be held in 2010;

WHEREAS , at that first annual meeting, it is expected that an election will be held to elect successors to the Directors whose term was originally intended to expire in 2009 ( i.e. , the Class I Directors) and the Directors whose term was originally intended to expire in 2010 ( i.e. , the Class II Directors);

WHEREAS , the Class I Directors to be elected at the first annual meeting shall be elected for a term that will expire three years after the year in which the initial annual meeting was originally intended to be held ( i.e. , 2012), and the Class II Directors to be elected at the first annual meeting shall be elected for a term that will expire three years after the year in which the annual meeting for their election was originally intended to be held ( i.e. , 2013);

WHEREAS , in connection with the settlement of the Litigation, the Partnership, BreitBurn GP, LLC, Quicksilver, Provident Energy Trust, Randall H. Breitenbach and Halbert S. Washburn entered into a Settlement Agreement dated April 5, 2010 (the “ Settlement Agreement ”), pursuant to which the Partnership and Quicksilver agreed to the dismissal of the Litigation in exchange for mutual promises and covenants;

WHEREAS , as contemplated by the Settlement Agreement, the Court entered an order declaring that the Amendments have been validly adopted and constitute valid and binding amendments to the First Amended LP Agreement;

WHEREAS , the Court entered an order declaring that Revised Amendment No. 1 to the First Amended LP Agreement, dated as of December 29, 2009 (“ Revised Amendment No. 1 ”) was not validly adopted and is not part of the LP Agreement, and the General Partner has withdrawn Revised Amendment No. 1 and, as a result, Revised Amendment No. 1 is invalid and of no force or effect; and

WHEREAS , the General Partner desires to amend Section 13.4 of the LP Agreement to address certain of the mutual obligations of the Partnership and Quicksilver contained in the Settlement Agreement.

NOW, THEREFORE, intending to be legally bound, the General Partner, on its own behalf and on behalf of all Limited Partners, agrees as follows:

Section 13.4 of the LP Agreement is hereby amended by inserting a new subsection (c) thereof that reads as follows:

“(c) Any vote, consent or other action taken by or on behalf of Quicksilver Resources Inc. (“Quicksilver”) in breach of Sections 6.5, 7.1 or 7.2 of the Settlement Agreement, dated as of April 5, 2010, among the Partnership, BreitBurn GP, LLC, Quicksilver, Provident Energy Trust, Randall H. Breitenbach and Halbert S. Washburn, shall, to the extent in breach, be null and void and shall not be counted or considered as a vote, consent or other action. For the avoidance of doubt, Quicksilver shall not, as a result of the foregoing, be considered a separate class of Limited Partner and the Common Units held by Quicksilver shall not be considered a separate class of Common Units.”

II.	MISCELLANEOUS .

1. Successors and Assigns . This Amendment shall be binding upon, and shall enure to the benefit of, each of the Partners, and their respective successors and assigns.

2. Full Force and Effect . Except to the extent modified hereby, the LP Agreement shall remain in full force and effect.

3. Governing Law . This Amendment shall be interpreted in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by such laws.

4. Execution in Counterparts . This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

5. Effectiveness . This Amendment shall be effective as of the Effective Time (as defined in the Settlement Agreement).

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.

GENERAL PARTNER:

BREITBURN GP, LLC

By:	/s/Halbert S. Washburn
	Name:	Halbert S. Washburn
	Title:	Chief Executive Officer

LIMITED PARTNERS:

ALL LIMITED PARTNERS PREVIOUSLY ADMITTED TO THE PARTNERSHIP THAT CONTINUE TO BE LIMITED PARTNERS ON THE DATE HEREOF:

By:	BreitBurn GP, LLC, as attorney-in-fact pursuant to the power of attorney granted under Section 2.6 of the LP Agreement

	By:	/s/Halbert S. Washburn
		Name:	Halbert S. Washburn
		Title:	Chief Executive Officer

Exhibit 3.2

Execution Version

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

BREITBURN GP, LLC

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINITIONS	1
Section 1.1	Definitions	1
Section 1.2	Construction	4

ARTICLE II	ORGANIZATION	4
Section 2.1	Formation	4
Section 2.2	Name	4
Section 2.3	Registered Office; Registered Agent; Other Offices	5
Section 2.4	Purpose and Business	5
Section 2.5	Powers	5
Section 2.6	Term	5
Section 2.7	Title to Company Assets	5

ARTICLE III	RIGHTS OF THE SOLE MEMBER	5
Section 3.1	Distributions	5

ARTICLE IV	CAPITAL CONTRIBUTIONS; PREEMPTIVE RIGHTS; NATURE OF MEMBERSHIP INTEREST	6
Section 4.1	Capital Contributions	6
Section 4.2	No Preemptive Rights	6
Section 4.3	Fully Paid and Non-Assessable Nature of Membership Interests	6

ARTICLE V	MANAGEMENT AND OPERATION OF BUSINESS	6
Section 5.1	Establishment of the Board Number; Election; Tenure	6
Section 5.2	The Board; Delegation of Authority and Duties	8
Section 5.3	Meetings of the Board and Committees	9
Section 5.4	Voting	10
Section 5.5	Responsibility and Authority of the Board	10
Section 5.6	Devotion of Time	10
Section 5.7	Certificate of Formation	10
Section 5.8	Benefit Plans	10
Section 5.9	Indemnification	11
Section 5.10	Liability of Indemnitees	12

ARTICLE VI	OFFICERS	12
Section 6.1	Officers	12
Section 6.2	Compensation	14

ARTICLE VII	BOOKS, RECORDS, ACCOUNTING AND REPORTS	14
Section 7.1	Records and Accounting	14
Section 7.2	Reports	14
Section 7.3	Bank Accounts	14

ARTICLE VIII	DISSOLUTION AND LIQUIDATION	15
Section 8.1	Dissolution	15

TABLE OF CONTENTS

(continuing)

		Page

Section 8.2	Effect of Dissolution	15
Section 8.3	Application of Proceeds	15

ARTICLE IX	GENERAL PROVISIONS	16
Section 9.1	Addresses and Notices	16
Section 9.2	Creditors	16
Section 9.3	Applicable Law	16
Section 9.4	Invalidity of Provisions	16
Section 9.5	Amendment	16
Section 9.6	Effectiveness	16

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

BREITBURN GP, LLC

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “ Agreement ”) of BREITBURN GP, LLC (the “ Company ”), dated as of April 5, 2010, is entered into by BreitBurn Energy Partners L.P., a Delaware limited partnership (the “ MLP ”), as sole member of the Company (the “ Sole Member ”).

RECITALS

WHEREAS , the Company is a Delaware limited liability company that was formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. , and is currently governed by the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 29, 2009 (the “ Third Amended Agreement ”), entered into by the MLP;

WHEREAS , pursuant to the Settlement Agreement (as defined herein), the Sole Member now desires to amend and restate the Third Amended Agreement and to execute this Fourth Amended and Restated Limited Liability Company Agreement in order to effect the matters set forth herein.

NOW THEREFORE , in consideration of the covenants, conditions and agreements contained herein, the party hereto hereby amends and restates the Third Amended Agreement in its entirety as follows:

AGREEMENT

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Act ” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” means this Fourth Amended and Restated Limited Liability Company Agreement of BreitBurn GP, LLC, as it may be amended, supplemented or restated from time to time. This Agreement shall constitute a “limited liability company agreement” as such term is defined in the Act.

Fourth Amended and Restated Limited Liability Company Agreement

“ Board ” shall have the meaning assigned to such term in Section 5.1 .

“ BreitBurn Energy ” means BreitBurn Energy Company L.P., a Delaware limited partnership.

“ BreitBurn Management ” means BreitBurn Management Company, LLC, a Delaware limited liability company.

“ Capital Contribution ” means any cash, cash equivalents or the value of Contributed Property contributed to the Company pursuant to this Agreement.

“ Certificate of Formation ” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.1 , as such Certificate of Formation may be amended, supplemented or restated from time to time.

“ Company ” means BreitBurn GP, LLC, a Delaware limited liability company, and any successors thereto.

“ Company Group ” means the Company and any Subsidiary of the Company, treated as a single consolidated entity.

“ Contributed Property ” means each property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed to the Company.

“ Directors ” shall have the meaning assigned to such term in Section 5.1 .

“ Effective Time ” shall have the meaning assigned to such term in the Settlement Agreement.

“ Employment Agreements ” shall mean (i) the Amended and Restated Employment Agreement, dated December 31, 2007 among Randall H. Breitenbach, BreitBurn Management, Pro GP Corp. and the Company, (ii) the Amended and Restated Employment Agreement, dated December 31, 2007 among Halbert S. Washburn, BreitBurn Management, Pro GP Corp. and the Company, (iii) the Employment Agreement, dated July 7, 2006, between James G. Jackson and BreitBurn Energy, as amended by the Amendment to Employment Agreement, dated October 10, 2006, among James G. Jackson, BreitBurn Management, BreitBurn Energy and the Company, (iv) the Employment Agreement, dated December 26, 2007, among Mark L. Pease, BreitBurn Management, Pro GP Corp. and the Company, and (v) the Employment Agreement dated January 29, 2008, among Gregory C. Brown, BreitBurn Management, Pro GP Corp and the Company, as each such agreement may be amended, supplemented or restated from time to time.

“ Group Member ” means a member of the Company Group.

“ Indemnitee ” means (a) the Sole Member; (b) any Person who is or was an Affiliate, member, partner, director, officer, employee, agent or trustee of the Company, any Group Member, the MLP, or any of their respective Affiliates; and (c) any Person who is or was serving at the request of the Sole Member as a member, partner, director, officer, employee, partner, agent, fiduciary or trustee of another Person, in each case, acting in such capacity; provided , however , that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services.

Fourth Amended and Restated Limited Liability Company Agreement

“ Independent Director ” shall mean Directors meeting the independence and experience requirements as set forth most recently by the National Securities Exchange.

“ Limited Partner ” has the meaning assigned to such term in the MLP Agreement.

“ Membership Interest ” means all of the Sole Member’s rights and interest in the Company, all as provided in the Certificate of Formation, this Agreement and the Act, including, without limitation, the Sole Member’s interest in the capital, income, gain, deductions, losses and credits of the Company.

“ MLP ” shall have the meaning assigned to such term in the introductory paragraph.

“ MLP Agreement ” means the First Amended and Restated Agreement of Limited Partnership of BreitBurn Energy Partners L.P., as it may be amended, supplemented or restated from time to time.

“ National Securities Exchange ” means the principal national securities exchange on which common units of the MLP trade.

“ Operating GP ” means BreitBurn Operating GP, LLC, a Delaware limited liability company.

“ Operating LP ” means BreitBurn Operating L.P., a Delaware limited partnership.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“ Quicksilver ” means Quicksilver Resources Inc.

“ Settlement Agreement ” means the Settlement Agreement, dated as of April 5, 2010, among the MLP, the Company, Quicksilver, Provident Energy Trust, Randall H. Breitenbach and Halbert S. Washburn.

“ Sole Member ” means the MLP and its successors and permitted assigns as sole member of the Company.

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof; (b) a partnership (whether general or limited) or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership or member of such limited liability company, but only if more than 50% of the partnership interests of such partnership or limited liability company interests of such limited liability company (considering all of the partnership interests or limited liability company interests as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof; or (c) any other Person (other than a corporation or a partnership or a limited liability company) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

Fourth Amended and Restated Limited Liability Company Agreement

“ U.S. GAAP ” means United States Generally Accepted Accounting Principles consistently applied.

Section 1.2 Construction .

(a) Unless the context requires otherwise: (i) capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the MLP Agreement; (ii) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (iii) references to Articles and Sections refer to Articles and Sections of this Agreement; and (iv) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.

(b) A reference to any Person includes such Person’s successors and permitted assigns.

ARTICLE II

ORGANIZATION

Section 2.1 Formation . On March 23, 2006, the original members of the Company formed the Company as a limited liability company pursuant to the provisions of the Act by virtue of the filing of the Certificate of Formation with the Secretary of State of the State of Delaware.

Section 2.2 Name . The name of the Company shall be “BreitBurn GP, LLC”. The Company’s business may be conducted under any other name or names deemed necessary or appropriate by the Board in its sole discretion, including, if consented to by the Board, the name of the MLP. The words “Limited Liability Company,” “L.L.C.” or “LLC” or similar words or letters shall be included in the Company’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The Board in its discretion may change the name of the Company at any time and from time to time and shall notify the Sole Member of such change in the next regular communication to the Sole Member.

Fourth Amended and Restated Limited Liability Company Agreement

Section 2.3 Registered Office; Registered Agent; Other Offices . Unless and until changed by the Board, the registered office of the Company in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be The Corporation Trust Company. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Board deems necessary or appropriate.

Section 2.4 Purpose and Business . The purpose and nature of the business to be conducted by the Company shall be to (a) serve as general partner of the MLP and, in connection therewith, to exercise all rights conferred upon the Company as the general partner of the MLP pursuant to the MLP Agreement, or otherwise; (b) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that the Company is permitted to engage in, and in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity; (c) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the Board and that lawfully may be conducted by a limited liability company organized pursuant to the Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Company pursuant to the agreements relating to such business activity; and (d) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member, the MLP or any Subsidiary of the MLP.

Section 2.5 Powers. The Company shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Company.

Section 2.6 Term . The term of the Company commenced upon the filing of the Certificate of Formation in accordance with the Act and shall continue in existence in perpetuity or until the earlier dissolution of the Company in accordance with the provisions of Article VIII . The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Act.

Section 2.7 Title to Company Assets . Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

ARTICLE III

RIGHTS OF THE SOLE MEMBER

Section 3.1 Distributions . Distributions by the Company of cash or other property shall be made to the Sole Member at such time as the Board deems appropriate, but subject in all cases to the Act and other applicable law.

Fourth Amended and Restated Limited Liability Company Agreement

ARTICLE IV

CAPITAL CONTRIBUTIONS; PREEMPTIVE RIGHTS;

NATURE OF MEMBERSHIP INTEREST

Section 4.1 Capital Contributions . The Sole Member shall not be obligated to make any additional Capital Contributions to the Company.

Section 4.2 No Preemptive Rights . No Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

Section 4.3 Fully Paid and Non-Assessable Nature of Membership Interests . All Membership Interests issued pursuant to, and in accordance with, the requirements of this Article IV shall be fully paid and non-assessable Membership Interests, except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Act.

ARTICLE V

MANAGEMENT AND OPERATION OF BUSINESS

Section 5.1 Establishment of the Board Number; Election; Tenure .

(a) The number of directors (the “Directors”) constituting the Board of Directors of the Company (the “Board”) shall be at least five and not more than nine as shall be established from time to time pursuant to a resolution adopted by a majority of the Directors.

(b) The Directors shall be elected by the Limited Partners and shall be nominated in accordance with the terms of the MLP Agreement. The Board of Directors shall be divided into three classes, Class I, Class II, and Class III. The number of Directors in each class shall be the whole number contained in the quotient arrived at by dividing the authorized number of Directors by three, and if a fraction is also contained in such quotient, then if such fraction is one-third, the extra director shall be a member of Class I and if the fraction is two-thirds, one of the extra directors shall be a member of Class I and the other shall be a member of Class II. Each Director shall serve for a term ending as provided herein; provided, however, that the Directors designated in Section 5.1(d) to Class I shall serve for an initial term that expires at the annual meeting of Limited Partners originally intended to be held in 2009, the Directors designated in Section 5.1(d) to Class II shall serve for an initial term that expires at the annual meeting of Limited Partners held in 2010, and the Directors designated in Section 5.1(d) to Class III shall serve for an initial term that expires at the annual meeting of Limited Partners held in 2011. At each succeeding annual meeting of Limited Partners, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three-year term; provided, however, because the first annual meeting of the Limited Partners, which was originally intended to be held in 2009, was postponed as a result of the litigation addressed in the Settlement Agreement and is now expected to be held in 2010, (i) at that first annual meeting, it is expected that an election will be held to elect successors to the Directors whose term was originally intended to expire in 2009 ( i.e. , the Class I Directors) and the Directors whose term was originally intended to expire in 2010 ( i.e. , the Class II Directors), and (ii) the Class I Directors to be elected at the first annual meeting shall be elected for a term that will expire three years after the year in which the initial annual meeting was originally intended to be held ( i.e. , 2012), and the Class II Directors to be elected at the first annual meeting shall be elected for a term that will expire three years after the year in which the annual meeting for their election was originally intended to be held ( i.e. , 2013).

Fourth Amended and Restated Limited Liability Company Agreement

(c) Each Director shall hold office for the term for which such Director is elected and thereafter until such Director’s successor shall have been duly elected and qualified, or until such Director’s earlier death, resignation or removal. If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. A Director shall hold office until the annual meeting of the Limited Partners of the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to death, resignation or removal from office. Any vacancy on the Board of Directors (including, without limitation, any vacancy caused by an increase in the number of Directors on the Board of Directors) may only be filled by a majority of the Directors then in office, even if less than a quorum, or by a sole remaining Director. Any Director elected to fill a vacancy not resulting from an increase in the number of Directors shall have the same remaining term as that of his predecessor. A Director may be removed only for cause and only upon a vote of the majority of the remaining Directors then in office.

(d) As of the date hereof, the Board shall consist of six Directors. The Directors of the Company as of the date hereof and the Class that each such Director is a member of is hereby designated as follows:

John R. Butler, Jr.	Class I

Gregory J. Moroney	Class I

Walker C. Friedman	Class II

Charles S. Weiss	Class II

David B. Kilpatrick	Class III

W. Yandell Rogers, III	Class III

Fourth Amended and Restated Limited Liability Company Agreement

Section 5.2 The Board; Delegation of Authority and Duties .

(a) Members and Board . The business and affairs of the Company shall be managed under the direction of the Board, which shall possess all rights and powers which are possessed by “managers” under the Act and otherwise by applicable law, pursuant to Section 18-402 of the Act, subject to the provisions of this Agreement. The Sole Member hereby consents to the exercise by the Board of all such powers and rights conferred on it by the Act or otherwise by applicable law with respect to the management and control of the Company. To the fullest extent permitted by applicable law, each Director shall have such rights and duties as are applicable to directors of a corporation organized under the General Corporation Law of the State of Delaware.

(b) Delegation by the Board . The Board shall have the power and authority to delegate to one or more other Persons the Board’s rights and powers to manage and control the business and affairs of the Company, including delegating such rights and powers of the Board to agents and employees of the Company (including Officers). The Board may authorize any Person (including, without limitation, the Sole Member, or any Director or Officer) to enter into any document on behalf of the Company and perform the obligations of the Company thereunder. Notwithstanding the foregoing, the Board shall not have the power and authority to delegate any rights or powers customarily requiring the approval of the directors of a Delaware corporation and no Officer or other Person shall be authorized or empowered to act on behalf of the Company in any way beyond the customary rights and powers of an officer of a Delaware corporation.

(i) The Board may establish committees of the Board and may delegate certain of its responsibilities to such committees, including a Conflicts Committee, as contemplated by the MLP Agreement.

(ii) For so long as the Company serves as the general partner of the MLP, the Board shall have:

(A) an audit committee that complies with the then current requirements of the National Securities Exchange; and

(B) such other committees as required by the National Securities Exchange.

(d) Chairman of the Board . The Board may elect a Chairman of the Board (the “Chairman”). The Chairman, if elected, shall be a member of the Board and shall preside at all meetings of the Board. The Chairman shall not be an officer of the Company by virtue of being the Chairman and no officer of the Company shall be elected as Chairman of the Board. The Chairman may be removed either with or without cause at any time by the affirmative vote of a majority of the Board. No removal or resignation as Chairman shall affect such Chairman’s status as a Director.

Fourth Amended and Restated Limited Liability Company Agreement

Section 5.3 Meetings of the Board and Committees .

(a) Meetings . The Board (or any committee of the Board) shall meet at such time and at such place as the Chairman of the Board (or the chairman of such committee) may designate. Written notice of all regular meetings of the Board (or any committee of the Board) must be given to all Directors (or all members of such committee) at least ten (10) days prior to the regular meeting of the Board (or such committee). Special meetings of the Board (or any committee of the Board) shall be held at the request of a majority of the Directors (or a majority of the members of such committee) upon at least two (2) days (if the meeting is to be held in person) or twenty-four (24) hours (if the meeting is to be held telephonically) oral or written notice to the Directors (or the members of such committee) or upon such shorter notice as may be approved by the Directors (or the members of such committee). All notices and other communications to be given to Directors (or members of a committee) shall be sufficiently given for all purposes hereunder if (i) in writing and delivered by hand, courier or overnight delivery service or three (3) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, (ii) when received in the form of a telegram or facsimile, and directed to the address or facsimile number as such Director (or member) shall designate by notice to the Company or (iii) when received and acknowledged by such Director (or member) in the form of an e-mail and directed to the e-mail address as such Director (or member) shall designate by notice to the Company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board (or committee) need be specified in the notice of such meeting. Any Director (or member of such committee) may waive the requirement of such notice as to such Director (or such member).

(b) Conduct of Meetings . Any meeting of the Board (or any committee of the Board) may be held in person or by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

(c) Quorum . Fifty percent or more of all Directors (or members of a committee of the Board), present in person or participating in accordance with Section 5.3(b) , shall constitute a quorum for the transaction of business, but if at any meeting of the Board (or committee) there shall be less than a quorum present, a majority of the Directors (or members) present may adjourn the meeting without further notice. The Directors (or members of a committee of the Board) present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of Directors (or members) leaving less than a quorum; provided , however , that only the acts of the Directors (or members) meeting the requirements of Section 5.4 shall be deemed to be acts of the Board (or such committee).

(d) Procedures . To the extent not inconsistent with this Agreement or the Act, the procedures and rights governing the Board and its committees shall be as provided to the board of directors and its committees of a corporation under the General Corporation Law of the State of Delaware.

(e) Chairman of the Board at Meetings . The Chairman shall preside at all meetings of the Board. The Directors also may elect a vice-chairman to act in the place of the Chairman upon his absence or inability to act.

Fourth Amended and Restated Limited Liability Company Agreement

Section 5.4 Voting . Except as otherwise provided in this Agreement, the effectiveness of any vote, consent or other action of the Board (or any committee of the Board) in respect of any matter shall require either (i) the presence of a quorum and the affirmative vote of at least a majority of the Directors (or members of such committee) present or (ii) the unanimous written consent (in lieu of meeting) of the Directors (or members of such committee) who are then in office. Any Director (or member of such committee) may vote in person on any matter that is to be voted on by the Board (or such committee) at a meeting thereof.

Section 5.5 Responsibility and Authority of the Board . Except as otherwise specifically provided in this Agreement or the MLP Agreement, the authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are set forth in Section 6.1 hereof and as are specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers who shall be agents of the Company.

In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement , the MLP Agreement, the Act or applicable law.

Section 5.6 Devotion of Time . The Directors shall not be obligated and shall not be expected to devote all of their time or business efforts to the affairs of the Company.

Section 5.7 Certificate of Formation . The Board shall use all reasonable efforts to cause to be filed such additional certificates or documents as may be determined by the Board to be necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company in the State of Delaware or any other state in which the Company may elect to do business or own property. To the extent that such action is determined by the Board to be necessary or appropriate, the Board or its designee or the Sole Member shall file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a limited liability company under the laws of the State of Delaware or of any other state in which the Company may elect to do business or own property.

Section 5.8 Benefit Plans . The Board may propose and adopt on behalf of the Company employee benefit plans, employee programs and employee practices, or cause the Company to issue Company securities, in connection with or pursuant to any employee benefit plan, employee program or employee practice maintained or sponsored by any Group Member or any Affiliate thereof, in each case for the benefit of employees of the Company, any Group Member or any Affiliate thereof, or any of them, in respect of services performed, directly or indirectly, for the benefit of any Group Member.

Fourth Amended and Restated Limited Liability Company Agreement

Section 5.9 Indemnification .

(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided , however , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 5.9 , the Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 5.9 shall be made only out of the assets of the Company, it being agreed that the Sole Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 5.9(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 5.9 .

(c) The indemnification provided by this Section 5.9 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the MLP Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of such Indemnitee.

(d) The Company may purchase and maintain (or reimburse the Sole Member and its Affiliates and such other Persons as the Sole Member shall determine for the cost of) insurance, on behalf of the Sole Member and its Affiliates and such other Persons as the Sole Member shall determine, against any liability that may be asserted against or expense that may be incurred by, such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 5.9 , the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 5.9(a) ; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

Fourth Amended and Restated Limited Liability Company Agreement

(f) In no event may an Indemnitee subject the Sole Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.9 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 5.9 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 5.9 shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 5.9 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 5.10 Liability of Indemnitees .

(a) Notwithstanding anything to the contrary set forth in this Agreement or the MLP Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Sole Member or any other Persons who are bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission if such Indemnitee acted in good faith.

(b) Any amendment, modification or repeal of this Section 5.10 shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 5.10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE VI

OFFICERS

Section 6.1 Officers .

(a) Generally . The Board shall appoint agents of the Company, referred to as “Officers” of the Company as described in this Section 6.1 , who shall be responsible for the day-to-day business affairs of the Company, subject to the overall direction and control of the Board. Unless provided otherwise by the Board, the Officers shall have the titles, power, authority and duties described below in this Section 6.1 .

Fourth Amended and Restated Limited Liability Company Agreement

(b) Titles and Number . The Officers shall be the Chief Executive Officer, the President, any and all Vice Presidents, the Chief Financial Officer, the Secretary and any other Officers appointed pursuant to this Section 6.1 . Any person may hold two or more offices.

(i) Chief Executive Officer . The Chief Executive Officer shall have general supervision, direction and control of the business and the Officers of the Company. The Chief Executive Officer also shall have such other powers and duties as may be assigned by the Board or as may be prescribed by this Agreement.

(ii) President . The President shall have such powers and perform such duties as may be assigned by the Board or by the Chief Executive Officer. In the absence, disability or non-existence of the President, his or her duties shall be performed by such Vice Presidents as the Chief Executive Officer or the Board may designate. The President shall report to the Chief Executive Officer.

(iii) Vice Presidents . In the absence, disability or non-existence of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a Vice President designated by the Board, shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, the Chief Executive Officer or the President. The Board may designate one or more Vice Presidents as Executive Vice President, Senior Vice President or as Vice President for particular areas of responsibility.

(iv) Chief Financial Officer . The Chief Financial Officer shall have general supervision over the financial affairs of the Company, including but not limited to, oversight of capital formation and financial transactions associated therewith, oversight of capital allocation, establishment of corporate budgets, oversight of corporate accounting procedures, maintenance of adequate and correct books and records of accounts of the properties and business transactions of the Company and oversight of investor relations. The Chief Financial Officer shall report to the Chief Executive Officer.

(v) Secretary . The Secretary shall keep or cause to be kept, at the principal executive office of the Company or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board and committees. The Secretary shall cause to be kept such books and records as the affairs of the business may require and the Board, the Chief Executive Officer or the President may require. The Secretary shall attend to such correspondence and such other duties as may be incident to the office of the Secretary. The Secretary shall give, or cause to be given, notice of all meetings of the Board required to be given by law or by this Agreement. The Secretary shall keep the seal of the Company, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be assigned by the Board or as may be prescribed by this Agreement.

Fourth Amended and Restated Limited Liability Company Agreement

(c) Other Officers and Agents . The Board may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

(d) Appointment and Term of Office . The Officers shall be appointed by the Board at such time and for such terms as the Board shall determine. Any Officer may be removed, with or without cause, only by the Board. Vacancies in any office may be filled only by the Board.

(e) Powers of Attorney . The Board may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other Persons.

(f) Officers’ Delegation of Authority . Unless otherwise provided by resolution of the Board, no Officer shall have the power or authority to delegate to any Person such Officer’s rights and powers as an Officer to manage the business and affairs of the Company.

Section 6.2 Compensation . The Officers shall receive such compensation for their services (a) as is provided pursuant to their respective Employment Agreements, or (b) in the absence of such an Employment Agreement, as specified by the Board or a compensation committee appointed by the Board pursuant to Section 5.2(c) .

ARTICLE VII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 7.1 Records and Accounting . The Board shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business. The books of account of the Company shall be (i) maintained on the basis of a fiscal year that is the calendar year and (ii) maintained on an accrual basis in accordance with U.S. GAAP, consistently applied.

Section 7.2 Reports . With respect to each fiscal year, the Board shall prepare, or cause to be prepared, and deliver, or cause to be delivered, to the Sole Member:

(a) Within 120 Days after the end of such fiscal year, a Company balance sheet, profit and loss statement, and statement of cash flows for such year as of the end of such year.

(b) Such federal, state and local income tax returns and such other accounting, tax information and schedules as shall be necessary for the preparation by the Sole Member on or before June 15 following the end of each calendar year of its income tax return with respect to such year.

Section 7.3 Bank Accounts . Funds of the Company shall be deposited in such banks or other depositories as shall be designated from time to time by the Board. All withdrawals from any such depository shall be made only as authorized by the Board and shall be made only by check, wire transfer, debit memorandum or other written instruction.

Fourth Amended and Restated Limited Liability Company Agreement

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

Section 8.1 Dissolution .

(a) The Company shall be of perpetual duration; however, the Company shall dissolve, and its affairs shall be wound up, upon:

(i) an election to dissolve the Company by the Board;

(ii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Act;

(iii) a merger or consolidation under the Act where the Company is not the surviving entity in such merger or consolidation; or

(iv) at any time there are no members of the Company, unless the Company is continued without dissolution in accordance with the Act.

(b) No other event shall cause a dissolution of the Company.

Section 8.2 Effect of Dissolution . Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Board shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Board shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3(b) , and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

Section 8.3 Application of Proceeds . Upon dissolution and liquidation of the Company, the assets of the Company shall be applied and distributed in the following order of priority:

(a) To the satisfaction of debts and liabilities of the Company (including members and managers who are creditors of the Company to the extent permitted by applicable law), to the expenses of liquidation and to the setting up of such reserves as the Person required or authorized by law to wind up the Company's affairs may reasonably deem necessary or appropriate for any disputed, contingent or unforeseen liabilities or obligations of the Company; provided, however , that any such reserves shall be paid over by such Person to an escrow agent appointed by the Board, to be held by such agent or its successor for such period as such Person shall deem advisable but in all cases subject to the Act for the purpose of applying such reserves to the satisfaction of such liabilities or obligations and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as hereinafter provided.

(b) The remainder to the Sole Member.

Fourth Amended and Restated Limited Liability Company Agreement

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 Addresses and Notices . Any notice, demand, request, report or proxy materials required or permitted to be given or made to the Sole Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Sole Member at the address described below. The Company may rely and shall be protected in relying on any notice or other document from the Sole Member or other Person if believed by it to be genuine.

If to the Sole Member:

BreitBurn Energy Partners L.P.

515 South Flower Street

Suite 4800

Los Angeles, CA 90071

Attn: Halbert S. Washburn

Facsimile No.: (213) 225-5917

Section 9.2 Creditors . None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company (other than Indemnitees).

Section 9.3 Applicable Law . This Agreement shall be construed in accordance with and be governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

Section 9.4 Invalidity of Provisions . If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 9.5 Amendment . This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed by the Sole Member. To the extent any discrepancy arises pursuant to Section 5.1 of this Agreement and the MLP Agreement, the provisions set forth in the MLP Agreement shall control, and this Agreement shall be amended to conform to such MLP Agreement. This Agreement and certain rights of the Sole Member or the Board pursuant to this Agreement are modified, altered, supplemented or amended by the Settlement Agreement.

Section 9.6 Effectiveness. This Agreement shall be effective as of the Effective Time and supersedes and replaces any prior limited liability company agreement of the Company.

Fourth Amended and Restated Limited Liability Company Agreement

IN WITNESS WHEREOF , the undersigned has executed this Agreement as of the date first written above.

BREITBURN ENERGY PARTNERS L.P.

By:	BREITBURN GP, LLC,
	its general partner

By:	/s/Halbert S. Washburn
	Halbert S. Washburn
	Chief Executive Officer

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This First Amendment (this “ Amendment ”) to the Registration Rights Agreement is made and entered into as of April 5, 2010, by and between BreitBurn Energy Partners L.P., a Delaware limited partnership (“ BBEP ”), and Quicksilver Resources Inc., a Delaware corporation (“ Quicksilver ”). Capitalized terms used herein and not otherwise defined are used as defined in the Registration Rights Agreement, dated as of November 1, 2007, between BBEP and Quicksilver (as amended, the “ Registration Rights Agreement ”).

WHEREAS , the Registration Rights Agreement was made and entered into in connection with the issuance on November 1, 2007 of the Acquired Units pursuant to the Contribution Agreement, dated as of September 11, 2007, by and between BreitBurn Operating L.P., a Delaware limited partnership, and Quicksilver (as amended, the “ Contribution Agreement ”);

WHEREAS , BBEP agreed to provide the registration and other rights set forth in the Registration Rights Agreement for the benefit of Quicksilver pursuant to the Contribution Agreement;

WHEREAS , BBEP prepared and filed the Registration Statement (File Number 333-153179) with the Securities and Exchange Commission (the “ SEC ”), and the SEC declared the Registration Statement effective on October 28, 2008, all in accordance with Section 2.1 of the Registration Rights Agreement;

WHEREAS , the Registration Statement has remained continuously effective under the Securities Act since October 28, 2008;

WHEREAS , BBEP has been involved in litigation with Quicksilver relating to matters other than the Registration Rights Agreement since October 31, 2008 (the “ Litigation ”);

WHEREAS , in connection with the Litigation, BBEP, Quicksilver, Provident Energy Trust, Randall H. Breitenbach and Halbert S. Washburn entered into the Settlement Agreement dated April 5, 2010 (the “ Settlement Agreement ”), pursuant to which BBEP and Quicksilver agreed to the dismissal of the Litigation in exchange for mutual promises and covenants; and

WHEREAS , BBEP and Quicksilver have agreed to amend the Registration Rights Agreement pursuant to the Settlement Agreement.

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:

A. Section 2.2 of the Registration Rights Agreement shall be amended by deleting (i) the second proviso of the first sentence of Section 2.2(a) and (ii) the penultimate sentence of Section 2.2(a).

B. Section 2.2 of the Registration Rights Agreement shall be amended by deleting the third sentence of Section 2.2(a) and replacing it with a new third sentence that reads as follows:

“Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering.”

C. Section 2.2 of the Registration Rights Agreement shall be amended by inserting a new subsection (c) thereof that reads as follows:

“(c) Notwithstanding any provision to the contrary in this Section 2.2 , Quicksilver shall have the right to include its Common Units in any Underwritten Offering subject to this Section 2.2 in a number up to the greater of (i) 20% of the number of Common Units to be sold in such Underwritten Offering or (ii) the number of Common Units that Quicksilver could include in such Underwritten Offering without regard to this Section 2.2(c) , provided that Quicksilver complies with the notice provisions for requesting inclusion of its Registrable Securities in any such Underwritten Offering as set forth in this Section 2.2 .”

D. Article III of the Registration Rights Agreement shall be amended by inserting a new Section 3.15 at the end thereof that reads as follows:

“Section 3.15. Termination . Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.9, 2.10 and 2.11 of this Agreement shall terminate on the date that is the three month anniversary of the date on which Quicksilver ceases to be an affiliate of BBEP.”

A. Full Force and Effect . Except to the extent modified hereby, the Registration Rights Agreement shall remain in full force and effect.

B. Counterparts . This Amendment 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.

C. Governing Law . The Laws of the State of New York shall govern this Amendment.

D. Effectiveness . This Amendment shall be effective as of the Effective Time (as such term is defined in the Settlement Agreement).

[Signature Page Follows]

Exhibit 4.1

Execution Version

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

BREITBURN ENERGY PARTNERS L.P.

By:	BreitBurn GP, LLC,
	its general partner

	By:	/s/Halbert S. Washburn
	Name:	Halbert S. Washburn
	Title:	Chief Executive Officer

QUICKSILVER RESOURCES INC.

By:	/s/Glenn Darden
Name:	Glenn Darden
Title:	President and Chief Executive Officer

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” ).

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.

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 48 th 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 48 th 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.

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.

3.1

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).

4.2

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 c laims or d amages 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.	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.

6.2

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.

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).

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.

(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.

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.


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

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)

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

Quicksilver Resources Inc .,	§	In The District Court
	§
Plaintiff ,	§
	§
v.	§	Tarrant County, Texas
	§
BreitBurn Energy Partners l.p., et al,	§
	§
Defendants .	§	48th Judicial District