REGISTRATION RIGHTS AGREEMENT
Exhibit
10.1
BY
AND BETWEEN
BREITBURN
ENERGY PARTNERS L.P.
AND
|
Article I
|
DEFINITIONS
|
1
|
|
Section
1.1
|
Definitions
|
1
|
|
Section
1.2
|
Registrable
Securities
|
3
|
|
Article II
|
REGISTRATION
RIGHTS
|
3
|
|
Section
2.1
|
Registration
|
3
|
|
Section
2.2
|
Piggyback
Rights
|
5
|
|
Section
2.3
|
Underwritten
Offering
|
7
|
|
Section
2.4
|
Sale
Procedures
|
8
|
|
Section
2.5
|
Cooperation
by Holders
|
11
|
|
Section
2.6
|
Restrictions
on Public Sale by Holders of Registrable Securities
|
11
|
|
Section
2.7
|
Expenses
|
12
|
|
Section
2.8
|
Indemnification
|
12
|
|
Section
2.9
|
Rule
144 Reporting
|
15
|
|
Section
2.10
|
Transfer
or Assignment of Registration Rights
|
15
|
|
Section
2.11
|
Limitation
on Subsequent Registration Rights
|
15
|
|
Article III
|
MISCELLANEOUS
|
16
|
|
Section
3.1
|
Communications
|
16
|
|
Section
3.2
|
Successor
and Assigns
|
16
|
|
Section
3.3
|
Aggregation
of Acquired Units
|
16
|
|
Section
3.4
|
Recapitalization,
Exchanges, Etc
|
16
|
|
Section
3.5
|
Specific
Performance
|
16
|
|
Section
3.6
|
Counterparts
|
17
|
|
Section
3.7
|
Headings
|
17
|
|
Section
3.8
|
Governing
Law
|
17
|
|
Section
3.9
|
Severability
of Provisions
|
17
|
|
Section
3.10
|
Entire
Agreement
|
17
|
|
Section
3.11
|
Amendment
|
17
|
|
Section
3.12
|
No
Presumption
|
17
|
|
Section
3.13
|
Obligations
Limited to Parties to Agreement
|
17
|
|
Section
3.14
|
Interpretation
|
18
|
i
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into
as of November 1, 2007, by and between BreitBurn Energy Partners L.P., a
Delaware limited partnership (“BBEP”), and Quicksilver Resources Inc., a
Delaware corporation (“Quicksilver”).
WHEREAS,
this Agreement is made in connection with the issuance 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 has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of Quicksilver pursuant to the Contribution Agreement;
and
WHEREAS,
it is a condition to the obligations of each of Quicksilver and BBEP under
the
Contribution Agreement that this Agreement be executed and
delivered.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each party hereto, the parties
hereby agree as follows:
ARTICLE I
DEFINITIONS
Section
1.1 Definitions. Capitalized
terms used herein without definition shall have the meanings given to them
in
the Contribution Agreement. The terms set forth below are used herein
as so defined:
“Acquired
Units” means the Common Units issued to Quicksilver upon consummation of the
transactions contemplated by the Contribution Agreement.
“Agreement”
has the meaning specified therefor in the introductory paragraph.
“BBEP”
has the meaning specified therefor in the introductory paragraph.
“Contribution
Agreement” has the meaning specified therefor in the Recitals of this
Agreement.
“Contribution
Amount” means $32.79 per Common Unit.
“Effectiveness
Period” has the meaning specified therefor in Section 2.1(a)(i) of
this Agreement.
“Fall
2007 Registration Rights Agreement” has the meaning specified therefor in
Section 2.2(b) of this Agreement.
“Holder”
means the record holder of any Registrable Securities.
“Included
Registrable Securities” has the meaning specified therefor in Section
2.2(a) of this Agreement.
“Liquidated
Damages” has the meaning specified therefor in Section 2.1(a)(ii) of
this Agreement.
“Liquidated
Damages Multiplier” means the product of $32.79 times the number of Acquired
Units.
“Lock-Up”
means the lock-up described in Section 6.20 of the Contribution
Agreement.
“Losses”
has the meaning specified therefor in Section 2.8(a) of this
Agreement.
“Managing
Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager of such Underwritten Offering.
“Opt
Out Notice” has the meaning specified therefor in Section 2.2(a) of
this Agreement.
“Other
Holders” has the meaning specified therefor in Section
2.2(b).
“Partnership
Agreement” means the First Amended and Restated Limited Partnership
Agreement of BreitBurn Energy Partners L.P., dated as of October 10,
2006.
“Quicksilver
Underwriter Registration Statement” has the meaning specified therefor in
Section 2.4 of this Agreement.
“Quicksilver”
has the meaning specified therefor in the introductory paragraph.
“Registrable
Securities” means: (i) the Acquired Units, and (ii) any Common
Units issued as Liquidated Damages pursuant to this Agreement, all of which
Registrable Securities are subject to the rights provided herein until such
rights terminate pursuant to the provisions hereof.
“Registration
Deadline” means one (1) year from the Closing Date.
“Registration
Expenses” has the meaning specified therefor in Section 2.7(a) of
this Agreement.
“Registration
Statement” has the meaning specified therefor in Section 2.1(a)(i) of
this Agreement.
“Selling
Expenses” has the meaning specified therefor in Section 2.7(a) of
this Agreement.
“Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.
2
“Underwritten
Offering” means an offering (including an offering pursuant to a
Registration Statement) in which Common Units are sold to an underwriter on
a
firm commitment basis for reoffering to the public or an offering that is a
“bought deal” with one or more investment banks.
Section
1.2 Registrable
Securities. Any Registrable Security will cease to be a
Registrable Security when: (a) a registration statement covering such
Registrable Security has been declared effective by the SEC and such Registrable
Security has been sold or disposed of pursuant to such effective registration
statement; (b) such Registrable Security has been disposed of pursuant to any
section of Rule 144 (or any similar provision then in force) under the
Securities Act; (c) such Registrable Security can be disposed of pursuant to
Rule 144(k) (or any similar provision then in force) under the Securities Act;
(d) such Registrable Security is held by BBEP or one of its Subsidiaries; or
(e)
such Registrable Security has been sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned to the transferee of
such securities.
ARTICLE II
REGISTRATION
RIGHTS
Section
2.1 Registration.
(a) Registration.
(i) Deadline
To Go Effective. BBEP shall prepare and file one or more
registration statements under the Securities Act to permit the resale of all
of
the Registrable Securities from time to time, including as permitted by Rule
415
under the Securities Act (or any similar provision then in force) with respect
to all of the Registrable Securities (the “Registration
Statement”). For the avoidance of doubt, Quicksilver shall be
entitled to specify the plan of distribution under the Registration Statement,
which may include one or more Underwritten Offerings. BBEP shall use
its commercially reasonable efforts to cause the Registration Statement to
become effective no later than the Registration Deadline. A
Registration Statement filed pursuant to this Section 2.1 shall be on
such appropriate registration form of the SEC as shall be selected by
BBEP. BBEP will use its commercially reasonable efforts to cause the
Registration Statement filed pursuant to this Section 2.1 to be
continuously effective under the Securities Act until the date on which all
Registrable Securities have ceased to be Registrable Securities pursuant to
Section 1.2 (the “Effectiveness Period”). The
Registration Statement when declared effective (including the documents
incorporated therein by reference) shall comply as to form with all applicable
requirements of the Securities Act and the Exchange Act and shall not contain
an
untrue statement of a material fact or omit to state a material fact required
to
be stated therein or necessary to make the statements therein not
misleading.
(ii) Failure
To Go Effective. If the Registration Statement required by
Section 2.1 of this Agreement is not declared effective by the
Registration Deadline, then Quicksilver shall be entitled to a payment with
respect to the
3
Acquired
Units, as liquidated damages and not as a penalty, of 0.25% of the Liquidated
Damages Multiplier per 30-day period or applicable portion thereof for the
first
60 days following the Registration Deadline, increasing by an additional 0.25%
of the Liquidated Damages Multiplier per 30-day period or applicable portion
thereof for each subsequent 60 days, up to a maximum of 1.0% of the Liquidated
Damages Multiplier per 30-day period (the “Liquidated Damages”);
provided, however, the aggregate amount of Liquidated Damages payable by BBEP
under this Agreement to Quicksilver shall not exceed 10.0% of the Liquidated
Damages Multiplier. The Liquidated Damages payable pursuant to the
immediately preceding sentence shall be payable within ten (10) Business Days
of
the end of each such 30-day period or applicable portion thereof. Any
Liquidated Damages shall be paid to Quicksilver in cash or immediately available
funds; provided, however, if BBEP certifies that it is unable to pay Liquidated
Damages in cash or immediately available funds because such payment would result
in a breach under any of BBEP’s or BBEP’s Subsidiaries’ credit facilities or
other indebtedness filed as exhibits to the BreitBurn Parent SEC Documents,
then
to the extent it is unable to pay Liquidated Damages in cash BBEP may pay the
Liquidated Damages in kind in the form of the issuance of additional Common
Units. Upon any issuance of Common Units as Liquidated Damages, BBEP
shall promptly prepare and file an amendment to the Registration Statement
prior
to its effectiveness adding such Common Units to such Registration Statement
as
additional Registrable Securities. The determination of the number of
Common Units to be issued as Liquidated Damages shall be equal to the amount
of
Liquidated Damages divided by the volume weighted average closing price of
the
Common Units (as reported by The Nasdaq Global Market) for the ten (10) trading
days immediately preceding the date on which the Liquidated Damages payment
is
due. The payment of Liquidated Damages to Quicksilver shall cease at
the earlier of (i) the effectiveness of the Registration Statement and (ii)
such
time as the Acquired Units become eligible for resale under Rule 144(k)
promulgated under the Securities Act. As soon as practicable
following the date that the Registration Statement becomes effective, but in
any
event within two Business Days of such date, BBEP shall provide Quicksilver
with
written notice of the effectiveness of the Registration Statement.
(iii) Waiver
of Liquidated Damages. If BBEP is unable to cause a Registration
Statement to be declared effective by the Registration Deadline as a result
of
an acquisition, merger, reorganization, disposition or other similar
transaction, then BBEP may request a waiver of the Liquidated Damages, which
may
be granted or withheld by the consent of the Holders of a majority of the
Acquired Units, taken as a whole, in their sole discretion.
(iv) Termination
of Quicksilver’s Rights. Quicksilver’s rights (and any
transferee’s rights pursuant to Section 2.10 of this Agreement) under
this Section 2.1 shall terminate upon the termination of the
Effectiveness Period.
(b) Delay
Rights. Notwithstanding anything to the contrary contained
herein, BBEP may, upon written notice to any Selling Holder whose Registrable
Securities are
4
included
in the Registration Statement, suspend such Selling Holder’s use of any
prospectus which is a part of the Registration Statement (in which event
the
Selling Holder shall discontinue sales of the Registrable Securities pursuant
to
the Registration Statement, but such Selling Holder may settle any such sales
of
Registrable Securities) if (i) BBEP is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and BBEP determines
in
good faith that BBEP’s ability to pursue or consummate such a transaction would
be materially adversely affected by any required disclosure of such transaction
in the Registration Statement or (ii) BBEP has experienced some other material
non-public event the disclosure of which at such time, in the good faith
judgment of BBEP, would materially adversely affect BBEP; provided, however,
in
no event shall Quicksilver be suspended for a period that exceeds an aggregate
of 60 days in any 180-day period or 90 days in any 365-day
period. Upon disclosure of such information or the termination of the
condition described above, BBEP shall provide prompt notice to the Selling
Holders whose Registrable Securities are included in the Registration Statement,
shall promptly terminate any suspension of sales it has put into effect and
shall take such other actions to permit registered sales of Registrable
Securities as contemplated in this Agreement.
(c) Additional
Rights to Liquidated Damages. If (i) the Holders shall be
prohibited from selling their Registrable Securities under the Registration
Statement as a result of a suspension pursuant to Section 2.1(b) of this
Agreement in excess of the periods permitted therein or (ii) the Registration
Statement is filed and declared effective but, during the Effectiveness Period,
shall thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded by a post-effective amendment to the
Registration Statement, a supplement to the prospectus or a report filed with
the SEC pursuant to Sections 13(a), 13(c), 14 or l5(d) of the Exchange Act,
then, until the suspension is lifted or a post-effective amendment, supplement
or report is filed with the SEC, but not including any day on which a suspension
is lifted or such amendment, supplement or report is filed and declared
effective, if applicable, BBEP shall owe the Holders an amount equal to the
Liquidated Damages, following (x) the date on which the suspension period
exceeded the permitted period under Section 2.1(b) of this Agreement or
(y) the day after the Registration Statement ceased to be effective or failed
to
be useable for its intended purposes, as liquidated damages and not as a
penalty. For purposes of this Section 2.1(c), a suspension
shall be deemed lifted on the date that notice that the suspension has been
lifted is delivered to the Holders pursuant to Section 3.1 of this
Agreement.
Section
2.2 Piggyback
Rights.
(a) Participation. Subject
to the Lock-Up, if BBEP proposes to file a prospectus supplement to an effective
shelf registration statement, other than the Registration Statement contemplated
by Section 2.1 of this Agreement, or BBEP proposes to file a registration
statement, other than a shelf registration statement, in either case, for the
sale of Common Units in an Underwritten Offering for its own account and/or
another Person, then as soon as practicable but not less than three Business
Days prior to the filing of (x) any preliminary prospectus supplement relating
to such Underwritten Offering pursuant to Rule 424(b) under the Securities
Act,
(y) the
5
prospectus
supplement relating to such Underwritten Offering pursuant to Rule 424(b)
under
the Securities Act (if no preliminary prospectus supplement is used) or (z)
such
registration statement, as the case may be, then BBEP shall give notice
(including, but not limited to, notification by electronic mail) of such
proposed Underwritten Offering to the Holders and such notice shall offer
the
Holders the opportunity to include in such Underwritten Offering such number
of
Registrable Securities (the “Included Registrable Securities”) as each
such Holder may request in writing; provided, however, that if BBEP has been
advised by the Managing Underwriter that the inclusion of Registrable Securities
for sale for the benefit of the Holders will have a material adverse effect
on
the price, timing or distribution of the Common Units in the Underwritten
Offering, then the amount of Registrable Securities to be offered for the
accounts of Holders shall be determined based on the provisions of Section
2.2(b) of this Agreement; provided, further, that BBEP shall not be
obligated to include any Registrable Securities in any Underwritten Offering
unless the Holders request inclusion of at least $10 million of Registrable
Securities in such offering. The notice required to be provided in
this Section 2.2(a) to Holders shall be provided on a Business Day
pursuant to Section 3.1 hereof and receipt of such notice shall be
confirmed by such Holder. Each such Holder shall then have three
Business Days after receiving such notice to request inclusion of Registrable
Securities in the Underwritten Offering, except that such Holder shall have
one
Business Day after such Holder confirms receipt of the notice to request
inclusion of Registrable Securities in the Underwritten Offering in the case
of
a “bought deal” or “overnight transaction” where no preliminary prospectus is
used. If no request for inclusion from a Holder is received within
the specified time, such Holder shall have no further right to participate
in
such Underwritten Offering. If, at any time after giving written
notice of its intention to undertake an Underwritten Offering and prior to
the
closing of such Underwritten Offering, BBEP shall determine for any reason
not
to undertake or to delay such Underwritten Offering, BBEP may, at its election,
give written notice of such determination to the Selling Holders and, (x)
in the
case of a determination not to undertake such Underwritten Offering, shall
be
relieved of its obligation to sell any Included Registrable Securities in
connection with such terminated Underwritten Offering, and (y) in the case
of a
determination to delay such Underwritten Offering, shall be permitted to
delay
offering any Included Registrable Securities for the same period as the delay
in
the Underwritten Offering. Any Selling Holder shall have the right to
withdraw such Selling Holder’s request for inclusion of such Selling Holder’s
Registrable Securities in such offering by giving written notice to BBEP
of such
withdrawal up to and including the time of pricing of such
offering. Each Holder’s rights under this Section 2.2(a) shall
terminate when such Holder (together with any Affiliates or swap counterparties
of such Holder) holds less than $20 million of Acquired Units (valued at
the
Contribution Amount). Notwithstanding the foregoing, any Holder may
deliver written notice (an “Opt Out Notice”) to BBEP requesting that such
Holder not receive notice from BBEP of any proposed Underwritten Offering;
provided that such Holder may later revoke any such notice.
(b) Priority
of Rights. If the Managing Underwriter or Underwriters of any
proposed Underwritten Offering of Common Units included in an Underwritten
Offering involving Included Registrable Securities advises BBEP that the total
amount of Common Units that the Selling Holders and any other Persons intend
to
include in such
6
offering
exceeds the number that can be sold in such offering without being likely
to
have a material adverse effect on the price, timing or distribution of the
Common Units offered or the market for the Common Units, then the Common
Units
to be included in such Underwritten Offering shall include the number of
Registrable Securities that such Managing Underwriter or Underwriters advises
BBEP can be sold without having such adverse effect, with such number to
be
allocated (i) first, to BBEP and, in the case of any Underwritten Offering
pursuant to a registration statement filed pursuant to Section 7.12 of the
Partnership Agreement, the Person requesting the filing of such registration
statement, and (ii) second, pro rata among the Selling Holders party to this
Agreement and any other Persons who have been or are granted registration
rights
(including the General Partner, “Other Holders”) who have requested
participation in the Underwritten Offering, in each case, who have requested
participation in such Underwritten Offering. The pro rata allocations
for each such Selling Holder shall be the product of (a) the aggregate number
of
Common Units proposed to be sold by all Selling Holders and Other Holders
in
such Underwritten Offering multiplied by (b) the fraction derived by dividing
(x) the number of Common Units owned on the Registration Deadline by such
Selling Holder or Other Holder by (y) the aggregate number of Common Units
owned
on the Registration Deadline by all Selling Holders and Other Holders
participating in the Underwritten Offering. All participating Selling
Holders shall have the opportunity to share pro rata that portion of such
priority allocable to any Selling Holder(s) not so participating. As
of the date of execution of this Agreement, there are no other Persons with
Registration Rights relating to Common Units other than (i) the rights granted
pursuant to that certain Registration Rights Agreement of BBEP dated May
24,
2007, that certain Registration Rights Agreement of BBEP dated May 25, 2007,
and
that certain Registration Rights Agreement to be entered into in connection
with
the Unit Purchase Agreement dated as of September 11, 2007 (the “Fall 2007
Registration Rights Agreement”), (ii) as described in this Section
2.2(b), and (iii) as set forth in the Partnership
Agreement.
Section
2.3 Underwritten
Offering.
(a) Request
for Underwritten Offering. If a Selling Holder elects to dispose
of Registrable Securities under the Registration Statement pursuant to an
Underwritten Offering and reasonably anticipates gross proceeds of greater
than
seventy five million dollars ($75,000,000.00) from such Underwritten Offering,
BBEP shall, at the request of such Selling Holder (each, an “Underwritten
Offering Request”), enter into an underwriting agreement in customary form
with the Managing Underwriter or Underwriters, which shall include, among other
provisions, indemnities to the effect and to the extent provided in Section
2.8,
and shall take all such other reasonable actions as are requested by the
Managing Underwriter to expedite or facilitate the disposition of the
Registrable Securities; provided, however, that the Holders will not make more
than one Underwritten Offering Request in any 180-day period.
(b) General
Procedures. In connection with any Underwritten Offering under
this Agreement, BBEP shall be entitled to select the Managing Underwriter or
Underwriters. In connection with an Underwritten Offering
contemplated by this Agreement in which a Selling Holder participates, each
Selling Holder and BBEP shall
7
be
obligated to enter into an underwriting agreement that contains such
representations, covenants, indemnities and other rights and obligations
as are
customary in underwriting agreements for firm commitment offerings of
securities. No Selling Holder may participate in such Underwritten
Offering unless such Selling Holder agrees to sell its Registrable Securities
on
the basis provided in such underwriting agreement and completes and executes
all
questionnaires, powers of attorney, indemnities and other documents reasonably
required under the terms of such underwriting agreement. Each Selling
Holder may, at its option, require that any or all of the representations
and
warranties by, and the other agreements on the part of, BBEP to and for the
benefit of such underwriters also be made to and for such Selling Holder’s
benefit and that any or all of the conditions precedent to the obligations
of
such underwriters under such underwriting agreement also be conditions precedent
to its obligations. No Selling Holder shall be required to make any
representations or warranties to or agreements with BBEP or the underwriters
other than representations, warranties or agreements regarding such Selling
Holder and its ownership of the securities being registered on its behalf,
its
intended method of distribution and any other representation required by
Law. If any Selling Holder disapproves of the terms of an
underwriting, such Selling Holder may elect to withdraw therefrom by notice
to
BBEP and the Managing Underwriter; provided, however, that such withdrawal
may
only be made up to and including the time of pricing of such Underwritten
Offering. No such withdrawal or abandonment shall affect BBEP’s
obligation to pay Registration Expenses.
Section
2.4 Sale
Procedures. In connection with its obligations under this
Article II, BBEP will, as expeditiously as possible:
(a) prepare
and file with the SEC such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary
to
keep the Registration Statement effective for the Effectiveness Period and
as
may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the Registration
Statement;
(b) if
a
prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Registration Statement and the Managing
Underwriter at any time shall notify BBEP in writing that, in the sole judgment
of such Managing Underwriter, inclusion of detailed information to be used
in
such prospectus supplement is of material importance to the success of the
Underwritten Offering of such Registrable Securities, use its commercially
reasonable efforts to include such information in such prospectus
supplement;
(c) furnish
to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Registration Statement or any other registration statement
contemplated by this Agreement or any supplement or amendment thereto, upon
request, copies of reasonably complete drafts of all such documents proposed
to
be filed (including exhibits and each document incorporated by reference therein
to the extent then required by the rules and regulations of the SEC), and
provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is contained
therein and make the corrections reasonably
8
requested
by such Selling Holder with respect to such information prior to filing the
Registration Statement or such other registration statement or supplement
or
amendment thereto, and (ii) such number of copies of the Registration Statement
or such other registration statement and the prospectus included therein
and any
supplements and amendments thereto as such Persons may reasonably request
in
order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement or other registration
statement;
(d) if
applicable, use its commercially reasonable efforts to register or qualify
the
Registrable Securities covered by the Registration Statement or any other
registration statement contemplated by this Agreement under the securities
or
blue sky laws of such jurisdictions as the Selling Holders or, in the case
of an
Underwritten Offering, the Managing Underwriter, shall reasonably
request; provided, however, that BBEP will not be required to qualify
generally to transact business in any jurisdiction where it is not then required
to so qualify or to take any action which would subject it to general service
of
process in any such jurisdiction where it is not then so subject;
(e) promptly
notify each Selling Holder and each underwriter of Registrable Securities,
at
any time when a prospectus relating thereto is required to be delivered by any
of them under the Securities Act, of (i) the filing of the Registration
Statement or any other registration statement contemplated by this Agreement
or
any prospectus or prospectus supplement to be used in connection therewith,
or
any amendment or supplement thereto, and, with respect to such Registration
Statement or any such other registration statement or any post-effective
amendment thereto, when the same has become effective; and (ii) any written
comments from the SEC with respect to any filing referred to in clause (i)
and
any written request by the SEC for amendments or supplements to the Registration
Statement or any other registration statement or any prospectus or prospectus
supplement thereto;
(f) immediately
notify each Selling Holder and each underwriter of Registrable Securities,
at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act, of (i) the happening of any event as a result of which
the
prospectus or prospectus supplement contained in the Registration Statement
or
any other registration statement contemplated by this Agreement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; (ii)
the
issuance or threat of issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or any other registration statement
contemplated by this Agreement, or the initiation of any proceedings for that
purpose; or (iii) the receipt by BBEP of any notification with respect to the
suspension of the qualification of any Registrable Securities for sale under
the
applicable securities or blue sky laws of any jurisdiction. Following
the provision of such notice, BBEP agrees to as promptly as practicable amend
or
supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an
untrue statement of a material fact or omit to state a material fact required
to
be stated therein or necessary to make the statements therein not misleading
in
the light of the circumstances then existing and to
9
(g) upon
request, furnish to each Selling Holder copies of any and all transmittal
letters or other correspondence with the SEC or any other governmental agency
or
self-regulatory body or other body having jurisdiction (including any domestic
or foreign securities exchange) relating to such offering of Registrable
Securities;
(h) in
the
case of an Underwritten Offering, furnish upon request, (i) an opinion of
counsel for BBEP and a letter of like kind both dated the date of the closing
under the underwriting agreement, and (ii) a “cold comfort” letter, dated the
date of the applicable registration statement or the date of any amendment
or
supplement thereto and a letter of like kind dated the date of the closing
under
the underwriting agreement, in each case, signed by the independent public
accountants who have certified BBEP’s financial statements included or
incorporated by reference into the applicable registration
statement. Each of the opinion and the “cold comfort” letter shall be
in customary form and covering substantially the same matters with respect
to
such registration statement (and the prospectus and any prospectus supplement
included therein) as are customarily covered in opinions of issuer’s counsel and
in accountants’ letters delivered to the underwriters in Underwritten Offerings
of securities and such other matters as such underwriters or Selling Holders
may
reasonably request;
(i) otherwise
use its commercially reasonable efforts to comply with all applicable rules
and
regulations of the SEC, and make available to its security holders, as soon
as
reasonably practicable, an earnings statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder;
(j) make
available to the appropriate representatives of the Managing Underwriter and
Selling Holders access to such information and BBEP personnel as is reasonable
and customary to enable such parties to establish a due diligence defense under
the Securities Act; provided, however, that BBEP need not disclose any such
information to any such representative unless and until such representative
has
entered into or is otherwise subject to a confidentiality agreement with BBEP
satisfactory to BBEP;
(k) cause
all
such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange on which similar securities issued by BBEP are
then
listed;
(l) use
its
commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of BBEP to enable
the Selling Holders to consummate the disposition of such Registrable
Securities;
10
(m) provide
a
transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement; and
(n) enter
into customary agreements and take such other actions as are reasonably
requested by the Selling Holders or the underwriters, if any, in order to
expedite or facilitate the disposition of such Registrable
Securities.
BBEP
agrees that, if Quicksilver could reasonably be deemed to be an “underwriter”,
as defined in Section 2(a)(11) of the Securities Act, in connection with the
registration statement in respect of any registration of BBEP’s securities
pursuant to this Agreement, and any amendment or supplement thereof (any such
registration statement or amendment or supplement a “Quicksilver Underwriter
Registration Statement”), then BBEP will cooperate with Quicksilver in
allowing Quicksilver to conduct customary “underwriter’s due diligence” with
respect to BBEP and satisfy its obligations in respect thereof. In
addition, at Quicksilver’s request, BBEP will furnish to Quicksilver, on the
date of the effectiveness of any Quicksilver Underwriter Registration Statement
and thereafter from time to time on such dates as Quicksilver may reasonably
request, (i) a letter, dated such date, from BBEP’s independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to Quicksilver, and (ii) an opinion, dated as of such date, of counsel
representing BBEP for purposes of such Quicksilver Underwriter Registration
Statement, in form, scope and substance as is customarily given in an
underwritten public offering, including a standard “10b-5” opinion for such
offering, addressed to Quicksilver. BBEP will also permit legal
counsel to Quicksilver to review and comment upon any such Quicksilver
Underwriter Registration Statement at least five Business Days prior to its
filing with the SEC and all amendments and supplements to any such Quicksilver
Underwriter Registration Statement within a reasonable time period prior to
their filing with the SEC and not file any Quicksilver Underwriter Registration
Statement or amendment or supplement thereto in a form to which Quicksilver’s
legal counsel reasonably objects.
Each
Selling Holder, upon receipt of notice from BBEP of the happening of any event
of the kind described in Section 2.4(f) of this Agreement, shall
forthwith discontinue disposition of the Registrable Securities until such
Selling Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.4(f) of this Agreement or until it is advised
in writing by BBEP that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings incorporated by
reference in the prospectus, and, if so directed by BBEP, such Selling Holder
will, or will request the managing underwriter or underwriters, if any, to
deliver to BBEP (at BBEP’s expense) all copies in their possession or control,
other than permanent file copies then in such Selling Holder’s possession, of
the prospectus covering such Registrable Securities current at the time of
receipt of such notice.
If
requested by Quicksilver, BBEP shall: (i) as soon as practicable
incorporate in a prospectus supplement or post-effective amendment such
information as Quicksilver reasonably requests to be included therein relating
to the sale and distribution of Registrable Securities, including information
with respect to the number of Registrable Securities being offered or sold,
the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering; (ii) as soon as practicable
make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in
such
11
prospectus
supplement or post-effective amendment; and (iii) as soon as practicable,
supplement or make amendments to any Registration Statement.
Section
2.5 Cooperation
by Holders. BBEP shall have no obligation to include in the
Registration Statement Common Units of a Holder, or in an Underwritten Offering
pursuant to Section 2.2 of this Agreement, Common Units of a Selling
Holder who has failed to timely furnish such information that, in the opinion
of
counsel to BBEP, is reasonably required in order for the registration statement
or prospectus supplement, as applicable, to comply with the Securities
Act.
Section
2.6 Restrictions
on Public Sale by Holders of Registrable Securities. For one year
following the Closing Date, each Holder of Registrable Securities who is
included in the Registration Statement agrees not to effect any public sale
or
distribution of the Registrable Securities during the 30-day period following
pricing of an Underwritten Offering of equity securities by BBEP (except as
provided in this Section 2.6); provided, however, that the duration of
the foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the officers or directors
or any other Common Unitholder of BBEP on whom a restriction is imposed in
connection with such public offering. In addition, the provisions of
this Section 2.6 shall not apply with respect to a Holder that (A) owns
less than $20 million of Acquired Units (valued in accordance with the
Contribution Agreement), (B) has delivered an Opt Out Notice to BBEP pursuant
to
Section 2.2 hereof or (C) has submitted a notice requesting the inclusion
of Registrable Securities in an Underwritten Offering pursuant to Section
2.2 hereof but is unable to do so as a result of the priority provisions
contained in Section 2.2(b) hereof.
Section
2.7 Expenses.
(a) Certain
Definitions. “Registration Expenses” means all expenses
incident to BBEP’s performance under or compliance with this Agreement to effect
the registration of Registrable Securities on the Registration Statement
pursuant to Section 2.1 hereof or an Underwritten Offering covered under
this Agreement, and the disposition of such securities, including, without
limitation, all registration, filing, securities exchange listing and The Nasdaq
Global Market fees, all registration, filing, qualification and other fees
and
expenses of complying with securities or blue sky laws, fees of the National
Association of Securities Dealers, Inc., transfer taxes and fees of transfer
agents and registrars, all word processing, duplicating and printing expenses
and the fees and disbursements of counsel and independent public accountants
for
BBEP, including the expenses of any special audits or “cold comfort” letters
required by or incident to such performance and
compliance. “Selling Expenses” means all underwriting fees,
discounts and selling commissions allocable to the sale of the Registrable
Securities.
(b) Expenses. BBEP
will pay all reasonable Registration Expenses as determined in good faith,
including, in the case of an Underwritten Offering, whether or not any sale
is
made pursuant to such Underwritten Offering. In addition, except as
otherwise provided in Section 2.8 hereof, BBEP shall not be responsible
for legal fees incurred by Holders in connection with the exercise of such
Holders’ rights hereunder.
12
Each
Selling Holder shall pay all Selling Expenses in connection with any sale
of its
Registrable Securities hereunder.
Section
2.8 Indemnification.
(a) By
BBEP. In the event of an offering of any Registrable Securities
under the Securities Act pursuant to this Agreement, BBEP will indemnify and
hold harmless each Selling Holder thereunder, its directors and officers, and
each underwriter, pursuant to the applicable underwriting agreement with such
underwriter, of Registrable Securities thereunder and each Person, if any,
who
controls such Selling Holder or underwriter within the meaning of the Securities
Act and the Exchange Act, and its directors and officers, against any losses,
claims, damages, expenses or liabilities (including reasonable attorneys’ fees
and expenses) (collectively, “Losses”), joint or several, to which such
Selling Holder, director, officer, underwriter or controlling Person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as
such
Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement or any
other registration statement contemplated by this Agreement, any preliminary
prospectus, free writing prospectus or final prospectus contained therein,
or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of
a
prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors and
officers, each such underwriter and each such controlling Person for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such Loss or actions or proceedings; provided, however, that
BBEP will not be liable in any such case if and to the extent that any such
Loss
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in strict conformity with information
furnished by such Selling Holder, its directors or officers or any underwriter
or controlling Person in writing specifically for use in the Registration
Statement or such other registration statement, or prospectus supplement, as
applicable. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Selling Holder,
its
directors or officers or any underwriter or controlling Person, and shall
survive the transfer of such securities by such Selling Holder.
(b) By
Each Selling Holder. Each Selling Holder agrees severally and not
jointly to indemnify and hold harmless BBEP, its directors and officers, and
each Person, if any, who controls BBEP within the meaning of the Securities
Act
or of the Exchange Act, and its directors and officers, to the same extent
as
the foregoing indemnity from BBEP to the Selling Holders, but only with respect
to information regarding such Selling Holder furnished in writing by or on
behalf of such Selling Holder expressly for inclusion in the Registration
Statement or any preliminary prospectus or final prospectus included therein,
or
any amendment or supplement thereto; provided, however, that the liability
of
each Selling Holder shall not be greater in amount than the dollar amount of
the
proceeds
13
(net
of
any Selling Expenses) received by such Selling Holder from the sale of the
Registrable Securities giving rise to such indemnification.
(c) Notice. Promptly
after receipt by an indemnified party hereunder of notice of the commencement
of
any action, such indemnified party shall, if a claim in respect thereof is
to be
made against the indemnifying party hereunder, notify the indemnifying party
in
writing thereof, but the omission so to notify the indemnifying party shall
not
relieve it from any liability which it may have to any indemnified party other
than under this Section 2.8. In any action brought against any
indemnified party, it shall notify the indemnifying party of the commencement
thereof. The indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and undertake the defense thereof
with counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not
be
liable to such indemnified party under this Section 2.8 for any legal
expenses subsequently incurred by such indemnified party in connection with
the
defense thereof other than reasonable costs of investigation and of liaison
with
counsel so selected; provided, however, that, (i) if the indemnifying party
has
failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both
the
indemnified party and the indemnifying party and counsel to the indemnified
party shall have concluded that there may be reasonable defenses available
to
the indemnified party that are different from or additional to those available
to the indemnifying party, or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, then the indemnified party shall have the right to select one separate
counsel and to assume such legal defense and otherwise to participate in the
defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be
reimbursed by the indemnifying party as incurred. Notwithstanding any
other provision of this Agreement, no indemnified party shall settle any action
brought against it with respect to which it is entitled to indemnification
hereunder without the consent of the indemnifying party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnifying
party. Notwithstanding any other provision of this Agreement, no
indemnifying party shall settle any action brought against an indemnified party
with respect to which it is entitled to indemnification hereunder without the
consent of the indemnified party, unless the settlement thereof imposes no
liability or obligation on, and includes a complete and unconditional release
from all liability of, the indemnified party.
(d) Contribution. If
the indemnification provided for in this Section 2.8 is held by a court
or government agency of competent jurisdiction to be unavailable to any
indemnified party or is insufficient to hold it harmless in respect of any
Losses, then each such indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Loss in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and
of
such indemnified party on the other in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant
equitable
14
considerations;
provided, however, that in no event shall such Selling Holder be required
to
contribute an aggregate amount in excess of the dollar amount of proceeds
(net
of Selling Expenses) received by such Selling Holder from the sale of
Registrable Securities giving rise to such indemnification. The
relative fault of the indemnifying party on the one hand and the indemnified
party on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact has been made by, or
relates to, information supplied by such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would
not be just and equitable if contributions pursuant to this paragraph were
to be
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to
herein. The amount paid by an indemnified party as a result of the
Losses referred to in the first sentence of this paragraph shall be deemed
to
include any legal and other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any Loss which is the
subject of this paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act)
shall be entitled to contribution from any Person who is not guilty of such
fraudulent misrepresentation.
(e) Other
Indemnification. The provisions of this Section 2.8 shall
be in addition to any other rights to indemnification or contribution that
an
indemnified party may have pursuant to law, equity, contract or
otherwise.
Section
2.9 Rule
144 Reporting. With a view to making available the benefits of
certain rules and regulations of the SEC that may permit the sale of the
Registrable Securities to the public without registration, BBEP agrees to use
its commercially reasonable efforts to:
(a) make
and
keep public information regarding BBEP available, as those terms are understood
and defined in Rule 144 under the Securities Act, at all times from and after
the date hereof;
(b) file
with
the SEC in a timely manner all reports and other documents required of BBEP
under the Securities Act and the Exchange Act at all times from and after the
date hereof; and
(c) so
long
as a Holder owns any Registrable Securities, furnish, unless otherwise not
available at no charge by access electronically to the SEC’s XXXXX filing
system, to such Holder forthwith upon request a copy of the most recent annual
or quarterly report of BBEP, and such other reports and documents so filed
as
such Holder may reasonably request in availing itself of any rule or regulation
of the SEC allowing such Holder to sell any such securities without
registration.
Section
2.10 Transfer
or Assignment of Registration Rights. The Holders acknowledge
that the rights set forth in this Agreement are subject to the provisions of
the
Lock-Up. Subject to the Lock-Up, the rights to cause BBEP to register
Registrable Securities granted to Quicksilver by BBEP under this
Article II may be transferred or assigned by one or
more
15
Holders
to one or more transferee(s) or assignee(s) of such Registrable Securities;
provided, however, that (a) unless such transferee is a Holder or an Affiliate
of the transferring Holder following such transfer or assignment, such
transferee or assignee holds Registrable Securities representing at least
$20
million of the Acquired Units (valued at the Contribution Amount), (b) BBEP
is
given written notice prior to any said transfer or assignment, stating the
name
and address of such transferee and identifying the securities with respect
to
which such registration rights are being transferred or assigned, and (c)
such
transferee assumes in writing responsibility for its portion of the obligations
of Quicksilver under this Agreement.
Section
2.11 Limitation
on Subsequent Registration Rights. From and after the date
hereof, BBEP shall not, without the prior written consent of the Holders of
a
majority of the outstanding Registrable Securities, enter into any agreement
with any current or future holder of any securities of BBEP that would allow
such current or future holder to require BBEP to include securities in any
registration statement filed by BBEP on a basis other than pari passu with,
or
subject to priority in favor of, Quicksilver. BBEP hereby represents
and warrants to Quicksilver that the Fall 2007 Registration Rights Agreement
does not contain any rights that are more favorable to the holder(s) of Common
Units or other securities party thereto than the rights granted to Quicksilver
herein.
ARTICLE III
MISCELLANEOUS
Section
3.1 Communications. All
notices and other communications provided for or permitted hereunder shall
be
made in writing by facsimile, electronic mail, courier service or personal
delivery:
(a) if
to
Quicksilver, to 000 Xxxx Xxxxxxxx Xx. Xxxx Xxxxx, Xxxxx 00000 (facsimile: (000)
000-0000);
(b) if
to a
transferee of Quicksilver, to such Holder at the address provided pursuant
to
Section 2.10 hereof; and
(c) if
to
BBEP, at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx,
Xxxxxxxxxx 00000 (facsimile: (000) 000-0000).
All
such
notices and communications shall be deemed to have been received: at
the time delivered by hand, if personally delivered; when receipt acknowledged,
if sent via facsimile or electronic mail; and when actually received, if sent
by
courier service or any other means.
Section
3.2 Successor
and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including
subsequent Holders of Registrable Securities to the extent permitted
herein.
Section
3.3 Aggregation
of Acquired Units. All Acquired Units held or acquired by Persons
who are Affiliates of one another shall be aggregated together for the purpose
of determining the availability of any rights under this Agreement.
16
Section
3.4 Recapitalization,
Exchanges, Etc. Affecting the Common Units. The provisions of
this Agreement shall apply to the full extent set forth herein with respect
to
any and all units of BBEP or any successor or assign of BBEP (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect
of,
in exchange for or in substitution of, the Registrable Securities, and shall
be
appropriately adjusted for combinations, unit splits, recapitalizations and
the
like occurring after the date of this Agreement.
Section
3.5 Specific
Performance. Damages in the event of breach of this Agreement by
a party hereto may be difficult, if not impossible, to ascertain, and it is
therefore agreed that each such Person, in addition to and without limiting
any
other remedy or right it may have, will have the right to an injunction or
other
equitable relief in any court of competent jurisdiction, enjoining any such
breach, and enforcing specifically the terms and provisions hereof, and each
of
the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction
or other equitable relief. The existence of this right will not
preclude any such Person from pursuing any other rights and remedies at law
or
in equity which such Person may have.
Section
3.6 Counterparts. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.
Section
3.7 Headings. The
headings in this Agreement are for convenience of reference only and shall
not
limit or otherwise affect the meaning hereof.
Section
3.8 Governing
Law. The Laws of the State of New York shall govern this
Agreement.
Section
3.9 Severability
of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting or impairing the
validity or enforceability of such provision in any other
jurisdiction.
Section
3.10 Entire
Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of
the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred
to
herein with respect to the rights granted by BBEP set forth
herein. This Agreement and the Contribution Agreement supersede all
prior agreements and understandings between the parties with respect to such
subject matter.
Section
3.11 Amendment. This
Agreement may be amended only by means of a written amendment signed by BBEP
and
the Holders of a majority of the then outstanding Registrable Securities;
provided, however, that no such amendment shall materially and adversely affect
the rights of any Holder hereunder without the consent of such
Holder.
Section
3.12 No
Presumption. If any claim is made by a party relating to any
conflict, omission or ambiguity in this Agreement, no presumption or burden
of
proof or persuasion shall be implied by virtue of the fact that this Agreement
was prepared by or at the request of a particular party or its
counsel.
17
Section
3.13 Obligations
Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than Quicksilver (and
its permitted assignees) and BBEP shall have any obligation hereunder and that
no recourse under this Agreement or under any documents or instruments delivered
in connection herewith or therewith shall be had against any former, current
or
future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of Quicksilver or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, whether by the enforcement
of
any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred
by
any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of Quicksilver or
any
former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the foregoing,
as
such, for any obligations of Quicksilver under this Agreement or the
Contribution Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason
of
such obligation or its creation.
Section
3.14 Interpretation. Article
and Section references are to this Agreement, unless otherwise
specified. All references to instruments, documents, contracts and
agreements are references to such instruments, documents, contracts and
agreements as the same may be amended, supplemented and otherwise modified
from
time to time, unless otherwise specified. The word “including” shall
mean “including but not limited to”. Whenever any determination,
consent or approval is to be made or given by Quicksilver under this Agreement,
such action shall be in Quicksilver’s sole discretion unless otherwise
specified.
[Signature
Page Follows]
18
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date
first
written above.
| BREITBURN ENERGY PARTNERS L.P. | |||
| By: | BreitBurn GP, LLC | ||
| its general partner | |||
|
|
By:
|
/s/ Xxxxxxx
X.
Xxxxxxxx
|
|
|
Xxxxxxx
X.
Xxxxxxxx
|
|||
|
Co-Chief
Executive Officer
|
|||
| QUICKSILVER RESOURCES INC. | |||
|
|
By:
|
/s/ Xxxxxx
Xxxx
|
|
|
Xxxxxx
Xxxx
|
|||
|
Senior
Vice President - Chief Financial Officer
|
|||
[Signature
Page to Registration Rights Agreement]
