Exhibit 10.2


 


TRANSITION SERVICES AGREEMENT


 


This Transition Services Agreement (this “Agreement”)
is made and entered into this 1st day of November, 2007 (the “Closing
Date”), by and between Quicksilver Resources Inc., a Delaware corporation (“Quicksilver”),
and BreitBurn Operating L.P., a Delaware limited partnership (“BreitBurn”).


 


RECITALS


 


1.                                       Quicksilver and BreitBurn
are parties to that certain Contribution Agreement dated as of September 11,
2007 (as amended, the “Contribution Agreement”). Capitalized terms not
otherwise defined herein shall have the same meanings ascribed thereto in the Contribution
Agreement.


 


2.                                       In order to
facilitate the orderly transfer of the Interests from Quicksilver to BreitBurn,
the parties recognize that it is necessary and desirable for Quicksilver to
provide to BreitBurn and the Acquired Companies certain transition services in
connection with the Oil and Gas Properties for a limited period of time after
the Closing Date, pursuant to the terms of this Agreement.


 


3.                                       For purposes of
this Agreement, the Marketing Services, Land Administration Services and Accounting
Services (each as defined below) shall be collectively referred to as the “Services.”


 


NOW, THEREFORE, in consideration of the
premises, the covenants set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Quicksilver
and BreitBurn agree as follows:


 


TERMS AND
CONDITIONS


 


1.                                      Term.
This Agreement shall commence on the Closing Date and terminate on the
earlier of (i) March 31, 2008 (provided, if the Closing occurs after November 1,
2007, the number of days from, and including, November 1, 2007 to, and
excluding, the Closing Date shall be added to March 31, 2008 to establish
the new date covered by this clause (i)) or (ii) the date on which BreitBurn
has assumed responsibility for all of the Services pursuant to Section 3. This
Agreement may be extended or terminated upon mutual written agreement of
the Parties. The date on which this Agreement terminates shall be hereinafter
referred to as the “Termination Date.” 
With respect to each Service, the “Transition Period” shall be
the period of time between the Closing Date and the earlier of (i) the
Termination Date or (ii) the date on which BreitBurn assumes responsibility
for such Service pursuant to Section 3. Termination of this Agreement in
whole or in part shall not (x) release any obligations, liabilities,
rights and remedies arising out any breach of, or failure to comply with, this
Agreement occurring prior to such termination or


 

















 


(y) release, impair or affect the covenants and
agreements contained in Sections 8, 12, 15, 16 and 17, each of which shall
survive such termination and continue in full force and effect.


 


2.                                      Fees.
In consideration for the Land Administration Services and the Accounting
Services to be provided by Quicksilver pursuant to this Agreement, on the date
hereof and on the first day of each calendar month thereafter during the term
of this Agreement, BreitBurn shall pay Quicksilver a monthly fee in the amount
of $30,000 for the Land Administration Services and $220,000 for the Accounting
Services. If Quicksilver’s obligation to provide Land Administration Services
or Accounting Services ceases prior to the Termination Date, then BreitBurn’s
obligation to pay the aforesaid fee for such category of Services shall
terminate on the same date as such obligation of Quicksilver ceases. If this
Agreement commences on a day other than the first day of a calendar month or
this Agreement or Quicksilver’s provision of Land Administration Services or
Accounting Services terminates on a day other than the last day of a calendar
month, then the monthly fee to be paid to Quicksilver for each such month (or
the monthly fee for such terminated category of Services for such month) shall
be prorated. In addition, in consideration for the Marketing Services to be
provided by Quicksilver pursuant to this Agreement, BreitBurn shall pay
Quicksilver a monthly fee determined by multiplying the total number of mcfe
sold during the previous month pursuant to the Marketing Services multiplied by
$0.02. By way of clarification, the Marketing Services shall not cover any
Hydrocarbons sold pursuant to the Subject Contracts referenced in Section 6.23(d) of
the Contribution Agreement.


 


3.                                      Services.
The Services to be provided by Quicksilver to BreitBurn, the Acquired
Companies and their respective Affiliates pursuant to this Agreement are as
follows:


 


(a)                                  Land Administration Services. From the Closing Date through
the Termination Date (or until such earlier date as BreitBurn notifies Quicksilver
in writing that BreitBurn assumes responsibility for such land administration
activities for the Oil and Gas Properties), Quicksilver shall provide the
following lease, division order, and land administration services with respect
to the Oil and Gas Properties (collectively, the “Land Administration
Services”), except to the extent that a third party operator is responsible
for such matters:


 


(i)                                     administering
and maintaining in force all Oil and Gas Properties;


 


(ii)                                  Maintaining
and updating all lease, ownership, contract, and property records and databases
relating to the Oil and Gas Properties;


 


(iii)                               Maintaining and updating
all royalty payment and division order reports and databases;


 


(iv)                              Identifying,
paying, and appropriately invoicing all rentals, surface damage payments, right
of way payments, shut in payments, and other payments required by the Oil and
Gas Properties;


 


(v)                                 Maintaining
all land, contract, division of interest, lease files, and other files relating
to the subject land administration functions; and


 


1

















 


(vi)                              Such
other administrative services as Quicksilver may reasonably deem necessary
or advisable to administer or maintain the Oil and Gas Properties including
with respect to suspense accounts.


 


(b)                                 Accounting Services. From Closing Date through the
Termination Date (or until such earlier date as BreitBurn notifies Quicksilver
in writing that BreitBurn assumes responsibility for such accounting activities
for the Oil and Gas Properties), Quicksilver shall provide the following financial,
revenue, and expense accounting services relating to the Oil and Gas Properties
(collectively, the “Accounting Services”):


 


(i)                                     Every
month, Quicksilver and BreitBurn shall identify all cash, checks or other
proceeds received and expenses paid which relate to periods on or after the
Effective Time. On or before thirty (30) days after the end of every calendar
month, Quicksilver shall prepare a settlement statement indicating all such
receipts and disbursements during the previous calendar month. The form and
content of such statement shall be in substantially the same form as the
attached Exhibit A (the “Monthly
Settlement Statement”). On or before thirty (30) days after the end of each
calendar month, Quicksilver shall remit to BreitBurn, the net amount calculated
as set forth on the Monthly Settlement Statement. All remittances shall be made
by wire transfer of immediately available funds to the account of BreitBurn to
such bank or account as may be specified by BreitBurn in writing;


 


(ii)                                  Except
to the extent that a third party operator is responsible for such matters, Quicksilver
shall perform all revenue accounting functions relating to the Oil and Gas
Properties including the disbursement of revenue proceeds to all working
interest, third party, royalty and overriding royalty owners as well as all
rental, severance or production taxes, ad valorem or property taxes, and right
of way payments and any and all leasehold, minimum or advance payments due in
the normal course of business;


 


(iii)                               Quicksilver shall comply
with all state and federal regulatory reporting and filing requirements,
including any reports required by the regulatory agencies;


 


(iv)                              Except
to the extent that a third party operator is responsible for such matters, Quicksilver
shall perform all expenditure accounting functions relating to the Oil and
Gas Properties including the payment of all invoices and subsequent billing of
same to all working interest owners;


 


(v)                                 Within
twelve (12) Business Days following the end of a calendar month, Quicksilver
shall provide BreitBurn with estimates of production volumes, revenue, direct
operating expenses, production taxes and capital expenditures attributable to
the Oil and Gas Properties for the proceeding calendar month and any other such
information relating to the Oil and Gas


 


2

















 


Properties that the BreitBurn would need to prepare accrual basis
financial statements in accordance with generally accepted accounting
principles;


 


(vi)                              Except
to the extent that a third party operator is responsible for such matters Quicksilver
shall prepare monthly gas and oil balancing and payout statements;


 


(vii)                           Quicksilver shall provide information
on property revenues, expenses, taxes and capital expenditures to BreitBurn
from Quicksilver’s lease operating statements with each monthly settlement. If
available, this information will be provided to BreitBurn electronically;


 


(viii)                        Payroll administration services
with respect to former Quicksilver employees hired by BreitBurn which will be
substantially similar to the payroll administration services provided with
respect to such employees prior to the Closing Date; and


 


(ix)                                Quicksilver
shall continue to apply substantially the same Sarbanes-Oxley related processes
that Quicksilver has historically utilized and Quicksilver shall use reasonable
efforts to cooperate with BreitBurn’s internal audit department in facilitating
the integration of such Sarbanes-Oxley related processes into BreitBurn’s
control processes.


 


For the avoidance of
doubt, the Accounting Services shall not include the preparation of any income Tax
Returns on behalf of BreitBurn or any of the Transferred Companies.


 


(c)                                  Marketing Services. From Closing Date through the
Termination Date (or until such earlier date as BreitBurn notifies Quicksilver
in writing that BreitBurn assumes responsibility for marketing activities for
the Oil and Gas Properties), Quicksilver shall provide marketing,
transportation, gas control, gas scheduling, and contract administration
services as reasonably requested by BreitBurn necessary to transport and sell
the oil, gas, and other production from the Oil and Gas Properties (the “Marketing
Services”). Notwithstanding anything herein provided to the contrary,
Quicksilver’s obligation to provide the Marketing Services shall be conditioned
upon BreitBurn timely providing Quicksilver with written notice and direction as
to the quantity of oil, gas and other production from the Oil and Gas
Properties that should be nominated by Quicksilver on behalf of BreitBurn as
well as all other information required by Quicksilver to perform the
Marketing Services hereunder, including, without limitation, written
designation of the parties to whom such production should be sold.


 


(d)                                 Scope of Services. The Marketing Services, Land
Administration Services and Accounting Services described above shall be substantially
the same as such marketing, land administration and accounting services with
respect to the Oil and Gas Properties that Quicksilver provided for its own
behalf (or on behalf of the Acquired Companies or their Affiliates) for the
management of the Oil and Gas Properties prior to the Closing Date. Notwithstanding
anything to the contrary in this Agreement, Quicksilver is not obligated to
provide any Services that Quicksilver did not perform with respect to the
Oil and Gas Properties for its own account (or the account of the Acquired
Companies) immediately prior to the Closing 


 


3

















 


or perform any
such Services in a manner substantially different from the manner in which Quicksilver
performed such Services for its own account (or the account of the Acquired
Companies) immediately prior to the Closing. At Quicksilver’s election all or
any part of the Services may be performed or provided by any
Affiliate or Affiliates of Quicksilver or any service provider who has
historically provided the applicable Service to Quicksilver. To the extent any
Services are performed or provided by an Affiliate of Quicksilver or any such
service provider, such Services shall nevertheless be considered as having been
performed or provided by Quicksilver hereunder.


 


4.                                      Payments
and Reimbursements.


 


(a)                                  Notwithstanding
anything in this Agreement to the contrary, Quicksilver shall not be obligated
to make or advance any payments on behalf of BreitBurn, the Acquired Companies
or any of their Affiliates pursuant to any of the Services except to the extent
that at least five (5) Business Days before such payment is due (i) BreitBurn
has advanced adequate immediately available funds to Quicksilver for such
purpose or (ii) Quicksilver has received and is then holding adequate
immediately available funds of BreitBurn, the Acquired Companies or their
Affiliates pursuant to the Services rendered by Quicksilver pursuant to this
Agreement.


 


(b)                                 Quicksilver, at its
option, may advance any funds needed to make any payments on behalf of BreitBurn,
the Acquired Companies or any of their Affiliates pursuant to any of the
Services, and BreitBurn shall reimburse Quicksilver for all such advances. In
lieu of advancing such funds, Quicksilver may, at its election, require BreitBurn
to advance to Quicksilver the estimated amount of the payments required to be
made on behalf of BreitBurn, the Acquired Companies or any of their Affiliates
pursuant to any of the Services for any month; and adjustment between the
estimated payment amounts and the actual payment amounts shall be made on the
next month’s billing. Such advances shall be reflected in an invoice from Quicksilver
to BreitBurn and shall be due and payable on or before the later of (i) three
(3) Business Days before the first day of the calendar month in which it
is anticipated such estimated payments will be incurred or (ii) five (5) Business
Days after such invoice is received by BreitBurn.


 


(c)                                  In addition to the
fees provided for in Section 2, BreitBurn shall reimburse Quicksilver for
all out-of-pocket costs reasonably incurred by Quicksilver in providing the
Services (including all costs Quicksilver incurs in connection with using the
Property Tax Management System licensed from Tax Compliance Inc. to perform the
Services hereunder and any fees due the service provider who provides payroll
administration services), excluding salaries, overtime and other employee costs
and overhead and administrative costs.


 


(d)                                 Quicksilver
shall send BreitBurn a monthly invoice setting forth the amounts of (i) fees
due under Section 2 for that month (provided, however, in the case of the
fee payable to Quicksilver for Marketing Services, such fee shall be calculated
based upon the assumption that the volume of mcfe sold during the month in
question is equal to the volume of mcfe nominated for such month), (ii) any
advances made by Quicksilver on behalf of BreitBurn, the Acquired Companies or
any of their Affiliates pursuant to Section 4(b) for which BreitBurn
has not made an advance payment pursuant to Section 4(b), and (iii) any
reimbursable out-of-pocket costs under Section 4(c); provided, however,
that Quicksilver’s failure to include any 


 


4

















 


fees, advances or
reimbursable costs for any month in any monthly invoice shall not waive or
release BreitBurn’s obligation therefor under this Agreement. Notwithstanding
the foregoing, if it is determined that the actual volume of mcfe sold in a
given month during the term of this Agreement is different than the volume that
was used to calculate the fee paid by BreitBurn to Quicksilver for Marketing
Services for such month, the marketing fee shall be recalculated for such month
and any amount owed by Quicksilver to BreitBurn or BreitBurn to Quicksilver, as
the case may be, shall be reflected in the next monthly invoice sent by
Quicksilver to BreitBurn pursuant to this Section 4(d). BreitBurn shall
pay Quicksilver the total amount shown to be due on any such invoice within
fifteen (15) days of receipt of such invoice. The amount properly included in
any invoice not paid within fifteen (15) days after BreitBurn’s receipt of the
invoice shall accrue interest as provided in Section 4(e).


 


(e)                                  All
amounts due and payable by either Party under this Agreement shall accrue
simple interest at the Interest Rate from the first date on which such amounts
are payable hereunder until the date payment is received.


 


(f)                                    All
amounts owing by either Party to the other Party under this Agreement shall be
paid by wire transfer of immediately available funds in U.S. dollars sent to
the bank and account designated by the receiving Party.


 


5.                                      Cooperation.


 


(a)                                  General Cooperation. Contemporaneously with or immediately
following the Closing Date, Quicksilver and BreitBurn shall each designate, by
written notice to the other, a contact person or persons to act on its (and its
Affiliates’) behalf for the purpose of coordinating the provision of each of
the Services, including in such notice the address, telephone number, fax number
and e-mail address of such contact person. Quicksilver or BreitBurn may change
its contact person for any Service by written notice to the other Party. Quicksilver
may conclusively rely upon and shall be fully protected in acting or
refraining from acting upon any request or instruction (oral or written) with
respect to any of the Services received from any contact person designated by BreitBurn
with respect to such Services pursuant to this Section. BreitBurn acknowledges
and agrees that Quicksilver’s ability to perform the Services in
accordance with the terms of this Agreement is contingent upon the assistance
of the Business Employees. As such, BreitBurn agrees to make available to
Quicksilver any Designated Employee that accepts a job with BreitBurn or an
Affiliate of BreitBurn or any other employee of BreitBurn or an Affiliate of
BreitBurn whose employment relates to the Oil and Gas Properties that
Quicksilver reasonably requires to perform the Services hereunder.


 


(b)                                 Accounting Services Cooperation. BreitBurn shall send such
notices to operators, vendors and other payees as are reasonably necessary to
cause such payees to continue to send bills and statements during the applicable
Transition Period to Quicksilver. Should any of these bills or statements
nevertheless be sent to BreitBurn, BreitBurn shall promptly forward such bills
and statements to Quicksilver in sufficient time to allow Quicksilver to make
timely payment. Upon request from BreitBurn, Quicksilver will assist BreitBurn
by sending a notice to an operator, vendor, or a payee in instances where that Person
has requested a notice from the Quicksilver. BreitBurn shall cooperate with Quicksilver
by disclosing to Quicksilver 


 


5

















 


BreitBurn’s receipt of monies and payment of invoices
during the Transition Period with respect to the Accounting Services.


 


6.                                      No
Additional Services. Nothing herein shall require Quicksilver to provide
records, financial information, or other information, which is not kept or
reported by Quicksilver in the ordinary course of business. Further, nothing
herein shall require Quicksilver to install equipment or expand any systems or
services at any location beyond the level provided by Quicksilver as of the
date hereof.


 


7.                                      Scope
of Authority. Except to the extent Quicksilver, after receiving consent
from BreitBurn in writing or via electronic mail, elects to enter into any
contracts on behalf of BreitBurn, the Acquired Companies of their Affiliates in
connection with providing the Marketing Services, Quicksilver understands and
agrees that Quicksilver has not been granted authority to enter into any
contracts on behalf of BreitBurn, the Acquired Companies or their Affiliates.


 


8.                                      Disclaimer,
Indemnification and Liability Limitations.


 


(a)                                  Disclaimer. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, QUICKSILVER
DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES,
WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE
OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY
EXPRESSLY EXCLUDED AND DISCLAIMED.


 


(b)                                 Exculpation and Indemnification. BreitBurn hereby agrees to DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS Quicksilver and
each of the other Quicksilver Indemnified Parties from and against any and all
Damages arising out of, resulting from or relating to any act or omission
performed or omitted in connection with the Services or under or on account of
this Agreement (a) in a manner reasonably believed by Quicksilver to be
within the scope of the authority granted to Quicksilver in this Agreement and (b) in
a manner not constituting willful misconduct or gross negligence, EVEN IF SUCH DAMAGES ARISE
OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT
OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW
OF OR BY QUICKSILVER OR ANY OTHER QUICKSILVER INDEMNIFIED PARTIES.


 


(c)                                  Liability Limitations. IN NO EVENT SHALL ANY PARTY AND/OR ITS
AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE
DAMAGES CLAIMED BY A PARTY HERETO OR ANY BREITBURN INDEMNIFIED PARTIES OR QUICKSILVER
INDEMNIFIED PARTIES ARISING FROM OR RELATING TO (A) ANY ACTIONS FOR
INDEMNIFICATION UNDER SECTION 8(b) OR (B) ANY BREACH OR ALLEGED
BREACH OF THIS AGREEMENT (INCLUDING ANY FAILURE OR ALLEGED FAILURE TO COMPLY
WITH THIS AGREEMENT); PROVIDED, HOWEVER,
THAT THE FOREGOING 


 


6

















 


SHALL NOT BAR RECOVERY BY A QUICKSILVER
INDEMNIFIED PARTY FOR INDEMNIFIED DAMAGES UNDER SECTION 8(b) TO THE
EXTENT SUCH DAMAGES ARE OWED BY THE QUICKSILVER INDEMNIFIED PARTY TO AN
UNAFFILIATED THIRD PARTY (WHICH SHALL NOT INCLUDE ANY QUICKSILVER INDEMNIFIED
PARTIES AND ANY OF THEIR RESPECTIVE AFFILIATES).


 


9.                                      Notices.    Subject to Quicksilver’s right
to rely on communications from BreitBurn’s contact persons pursuant to Section 5,
all written notices and communications required or permitted under this
Agreement shall be delivered as provided in Section 11.1 of the Contribution
Agreement.


 


10.                               Amendments.
This Agreement may not be amended except by an instrument in writing
signed by Quicksilver and BreitBurn. Any rights hereunder shall not be waived
except by an instrument in writing signed by Quicksilver and BreitBurn.


 


11.                               Assignment.
Neither Party may assign all or any portion of its rights, or delegate
all or any portion of its duties hereunder, unless it continues to remain
liable for the performance of its obligations hereunder and obtains the prior
written consent of the other Party. Nothing contained in this Agreement,
express or implied, shall confer on any Person other than the Parties or their
respective successors and permitted assigns, any rights or remedies under or by
reason of this Agreement.


 


12.                               Governing
Law. This Agreement and the rights and duties of the Parties hereunder
shall be governed by, and construed in accordance with, the laws of the State
of Texas (excluding any conflict of laws rule or principle that might
refer the governance or construction of this Agreement to the law of another
jurisdiction), other than matters dealing with the ownership of real property
or interests therein, which shall be governed by the laws of the state where
such property is located. It is acknowledged and agreed that this Agreement is
contemplated by the Contribution Agreement. Accordingly, the provisions of Section 11.7
(Consent to Jurisdiction) and Section 11.14 (Waiver of Jury Trial) of the Contribution
Agreement apply to this Agreement and hereby expressly incorporated herein and
made a part hereof.


 


13.                               Entire
Agreement. This Agreement and the Contribution Agreement constitute the
entire understanding among Quicksilver, BreitBurn, the Acquired Companies and
their respective Affiliates with respect to the subject matter hereof,
superseding all negotiations, prior discussions, and prior agreements and
understandings relating to such subject matter.


 


14.                               Independent
Contractor. In its performance of Services, Quicksilver shall be considered
an independent contractor, and in no event shall either Party be deemed a
partner, co-venturer or agent of the other Party.


 


15.                               Audit
Right. BreitBurn has a right for a period of ninety (90) days after the
Transition Period for the Marketing Services, Land Administration Services or
Accounting Services, as applicable, (the “Audit Period”) to conduct, at
its sole cost and expense, during normal business hours upon at least thirty
(30) days prior notice, an audit of Quicksilver’s 


 


7

















 


records to the extent relating to such particular Services
and shall be entitled to an adjustment if any error is discovered. If BreitBurn
does not exercise its audit right within the Audit Period, BreitBurn shall be
deemed to have waived its audit right. All statements and reports rendered to BreitBurn
by Quicksilver pursuant to this Agreement shall conclusively be presumed to be
true and correct after the Audit Period, except for audit issues raised by
written notice from BreitBurn to Quicksilver during the Audit Period. Furthermore,
any audit issues not raised by written notice from BreitBurn to Quicksilver during
the Audit Period shall be deemed to have been waived by BreitBurn, the Acquired
Companies and their Affiliates. Quicksilver shall retain all its records
relating to the Services performed hereunder for no less than six (6) months
after the end of the Audit Period, and if audit issues are timely raised shall
retain them until all such issues are resolved by agreement of BreitBurn and Quicksilver,
or as otherwise provided by Law.


 


16.                               Contribution
Agreement. This Agreement is made in accordance with and is subject to the
terms and conditions of the Contribution Agreement. If there is a conflict
between the provisions of the Contribution Agreement and this Agreement, the
provisions of the Contribution Agreement control.


 


17.                               Relief
of Obligations. Quicksilver shall be relieved of its obligations under this
Agreement to the extent it is rendered unable wholly or in part by causes
or conditions not reasonably within Quicksilver’s control to carry out is
obligations under this Agreement.


 


18.                               Acquired
Companies and Affiliates Bound. The Acquired Companies join in this
Agreement to evidence and acknowledge the agreement and acceptance by the Acquired
Companies and their Affiliates of all terms and provisions of this Agreement,
including, without limitation, the release, exculpation, indemnification, hold
harmless, and other provisions of Section 8. The Acquired Companies for
themselves and on behalf of their Affiliates hereby approve and consent to, and
shall be bound by, any amendment, modification, waiver or release, in whole or
in part, of this Agreement by BreitBurn whether or not the Acquired Companies
or any of their Affiliates approve such amendment, modification, waiver or
release or have any notice thereof. All notices given in connection herewith by
Quicksilver to BreitBurn shall be deemed to have been given also to the Acquired
Companies and their Affiliates whether or not the Acquired Companies or any of
their Affiliates receive such notice.


 


EXECUTED as of the Closing Date


 


	
   

  	
  QUICKSILVER RESOURCES INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Glenn M. Darden

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  



 


8

















 


	
   

  	
  BREITBURN OPERATING L.P.,

  
	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BreitBurn Operating GP, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


 


AGREED AND ACCEPTED:


 


	
   

  	
  TERRA ENERGY COMPANY LLC

  	
  GTG PIPELINE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Glenn M.
  Darden

  	
  Glenn M.
  Darden

  
	
   

  	
  President
  and Chief Executive Officer

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MERCURY MICHIGAN COMPANY, LLC

  	
  BEAVER CREEK PIPELINE, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Glenn M.
  Darden

  	
  Glenn M.
  Darden

  
	
   

  	
  President
  and Chief Executive Officer

  	
  President
  and Chief Executive Officer

  



 


9

















 


Exhibit A


 


Transition
Services Agreement


(Accounting
Services)


 


Monthly
Settlement Statement


Cash Flow
Due to BreitBurn from Quicksilver


 


	
  Post-Effective Time Revenues (Net BreitBurn share)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   XXX

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COPAS
  Overhead Recoveries

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  Receipts Attributable to Post-Effective Time 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operations

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Receipts

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Post-Effective
  Time Expenditures (Net BreitBurn share)

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Operating
  Expenses

  	
   

  	
  $

  	
  XXX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital
  Expenditures

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rental,
  Rights-of-way, Leasehold, Minimum or

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advanced
  Payments

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Services Fee

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  Expenditures Attributable to Post-Effective Time Operations

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenditures

  	
   

  	
   

  	
   

  	
  XXX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly
  Settlement

  	
   

  	
   

  	
   

  	
  $

  	
  XXX

  	
   

  	
   

  	
   

  
											



 


[Include accruals, as applicable]


 


10