Exhibit 10.5


 


AMENDMENT TO CONTRIBUTION
AGREEMENT


 


THIS AMENDMENT TO CONTRIBUTION AGREEMENT (this
“Amendment”), dated as of November 1, 2007, is entered into by and between
Quicksilver Resources Inc., a Delaware corporation (“Quicksilver”), and BreitBurn
Operating L.P., a Delaware limited partnership (“BreitBurn”). Each capitalized term used herein and not
otherwise defined herein shall have the meaning ascribed to such term in the Contribution
Agreement referred to below.


 


RECITALS


 


WHEREAS, Quicksilver and BreitBurn entered into that certain Contribution
Agreement dated as of September 11, 2007 (the “Contribution Agreement”);
and


 


WHEREAS, Quicksilver and BreitBurn desire to amend and restate certain Disclosure
Schedules attached to the Contribution Agreement in accordance with the terms
and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, covenants, conditions and agreements contained herein and in the Contribution
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, the Parties,
intending to be legally bound by the terms hereof, agree as follows:


 


Section 1                                               Amendment
and Restatement of certain Disclosure Schedules and Exhibits. Effective immediately
prior to the Closing, Exhibit A-1, Exhibit A-2, Exhibit A-3,
and Schedule 4.17 to the Contribution Agreement are hereby amended
and restated in their entirety to read as set forth on Exhibit A-1,
Exhibit A-2, Exhibit A-3, and Schedule 4.17
, respectively, attached hereto. Effective as of September 11, 2007, Exhibit A-5,
Schedule 4.15 and Schedule 6.8 to the Contribution
Agreement are hereby amended and restated in their entirety to read as set
forth on Exhibit A-5, Schedule 4.15 and Schedule 6.8,
respectively, attached hereto.


 


Section 2                                               Preliminary
Settlement Statement. Notwithstanding anything to the contrary contained in
the Contribution Agreement, no adjustments shall be made to the Initial
Consideration at Closing pursuant to the Preliminary Settlement Statement and
the Closing Date Consideration shall equal the Initial Consideration. All
adjustments to the Closing Date Consideration shall be made pursuant to the
Final Settlement Statement.


 


Section 3                                               Severability.
If any provision of this Amendment shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this
Amendment shall not be affected and shall remain in full force and effect.


 


Section 4                                               Governing
Law. This Amendment 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


 


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of this Amendment 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.


 


Section 5                                               Counterparts.
This Amendment may be executed by facsimile and in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.


 


Section 6                                               Ratification.
The Parties hereby ratify and approve the Contribution Agreement, as amended
hereby, and the Parties acknowledge that all of the terms and provisions of the
Contribution Agreement, as amended hereby, are and remain in full force and
effect.


 


[Signature Page Follows]


 


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IN WITNESS
WHEREOF, this Amendment is executed by the Parties as of the date set forth
above.


 


	
   

  	
  QUICKSILVER
  RESOURCES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Philip Cook

  
	
   

  	
  Senior Vice President – Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BREITBURN
  OPERATING L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BreitBurn
  Operating GP, LLC,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Halbert
  S. Washburn

  
	
   

  	
  Co-Chief
  Executive Officer

  
				



 


 


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