ex10_2.htm


    Exhibit
      10.2

     

    CONTRIBUTION
      AGREEMENT

     

    between

     

    QUICKSILVER
      RESOURCES INC.

     

    and

     

    BREITBURN
      OPERATING L.P.

     

    


     

     

    


     

    Dated
      as of September 11, 2007

     

    
      
        
        

        
          

        

      

      
        
        

      

       

      TABLE
        OF CONTENTS

       

      
        	
                 

              	 	
                Page

              
	ARTICLE
                I	
                DEFINITIONS

              	 
                1
	
                Section
                  1.1

              	
                Certain
                  Definitions

              	
                 
                  1

              
	
                Section
                  1.2

              	
                Interpretation

              	
                22

              
	
                Section
                  1.3

              	
                WCGP

              	
                22

              
	 	 	 
	
                ARTICLE
                  II

              	
                CONSIDERATION;
                  CLOSING

              	
                23

              
	
                Section
                  2.1

              	
                Contribution

              	
                23

              
	
                Section
                  2.2

              	
                Deposit

              	
                24

              
	
                Section
                  2.3

              	
                Adjustments
                  to Initial Consideration Regarding QRI Assets and Certain Other
                  Adjustments

              	
                25

              
	
                Section
                  2.4

              	
                Adjustment
                  to Initial Consideration Regarding Transferred Companies

              	
                26

              
	
                Section
                  2.5

              	
                Adjustment
                  Methodology; Preliminary Settlement Statement; Final Settlement
                  Statement

              	
                26

              
	
                Section
                  2.6

              	
                Disputes

              	
                28

              
	
                Section
                  2.7

              	
                Pre-Closing
                  Distributions

              	
                28

              
	
                Section
                  2.8

              	
                Suspended
                  Proceeds

              	
                29

              
	
                Section
                  2.9

              	
                Assumed
                  Liabilities Regarding the Acquired Assets

              	
                29

              
	
                Section
                  2.10

              	
                Closing

              	
                29

              
	
                Section
                  2.11

              	
                Closing
                  Deliveries of BreitBurn

              	
                30

              
	
                Section
                  2.12

              	
                Closing
                  Deliveries of Quicksilver

              	
                30

              
	 	 	 
	
                ARTICLE
                  III

              	
                REPRESENTATIONS
                  AND WARRANTIES RELATING TO QUICKSILVER

              	
                31

              
	
                Section
                  3.1

              	
                Due
                  Incorporation and Power of Quicksilver

              	
                32

              
	
                Section
                  3.2

              	
                Authorization
                  and Validity of Agreement

              	
                32

              
	
                Section
                  3.3

              	
                Non-Contravention

              	
                32

              
	
                Section
                  3.4

              	
                Equity
                  Interests

              	
                32

              
	
                Section
                  3.5

              	
                Investment
                  Intent

              	
                33

              
	 	 	 
	
                ARTICLE
                  IV

              	
                REPRESENTATIONS
                  AND WARRANTIES RELATING TO ACQUIRED COMPANIES, TRANSFERRED COMPANIES
                  AND
                  THE ACQUIRED ASSETS

              	
                33

              
	
                Section
                  4.1

              	
                Due
                  Incorporation

              	
                33

              
	
                Section
                  4.2

              	
                Non-Contravention

              	
                33

              
	
                Section
                  4.3

              	
                Governmental
                  Approvals; Consents and Actions

              	
                33

              
	
                Section
                  4.4

              	
                Financial
                  Statements

              	
                34

              
	
                Section
                  4.5

              	
                Books
                  and Records

              	
                34

              
	
                Section
                  4.6

              	
                No
                  Undisclosed Liabilities

              	
                34

              
	
                Section
                  4.7

              	
                Absence
                  of Changes

              	
                34

              
	
                Section
                  4.8

              	
                Contracts

              	
                35

              
	
                Section
                  4.9

              	
                Litigation

              	
                36

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  4.10

              	
                Compliance
                  with Laws

              	
                37

              
	
                Section
                  4.11

              	
                Tax
                  Matters

              	
                37

              
	
                Section
                  4.12

              	
                Employee
                  and Labor Matters

              	
                38

              
	
                Section
                  4.13

              	
                Environmental
                  Matters

              	
                39

              
	
                Section
                  4.14

              	
                Finders;
                  Brokers

              	
                40

              
	
                Section
                  4.15

              	
                Insurance

              	
                40

              
	
                Section
                  4.16

              	
                Bank
                  Accounts

              	
                40

              
	
                Section
                  4.17

              	
                Officers
                  and Directors

              	
                40

              
	
                Section
                  4.18

              	
                Oil
                  and Gas Properties

              	
                40

              
	
                Section
                  4.19

              	
                Gas
                  Regulatory Matters

              	
                41

              
	
                Section
                  4.20

              	
                Affiliate
                  Transactions

              	
                41

              
	
                Section
                  4.21

              	
                Special
                  Warranty of Title

              	
                41

              
	
                Section
                  4.22

              	
                Accuracy
                  of Data

              	
                41

              
	 	 	 
	
                ARTICLE
                  V

              	
                REPRESENTATIONS
                  AND WARRANTIES RELATING TO BREITBURN AND BREITBURN PARENT

              	
                42

              
	
                Section
                  5.1

              	
                Due
                  Organization and Power of BreitBurn

              	
                42

              
	
                Section
                  5.2

              	
                Authorization
                  and Validity of Agreement

              	
                42

              
	
                Section
                  5.3

              	
                Non-Contravention

              	
                42

              
	
                Section
                  5.4

              	
                Governmental
                  Approvals; Consents and Actions

              	
                42

              
	
                Section
                  5.5

              	
                Investment
                  Intent

              	
                43

              
	
                Section
                  5.6

              	
                Independent
                  Decision; Hazardous Materials

              	
                43

              
	
                Section
                  5.7

              	
                Financial
                  Capacity; No Financing Condition

              	
                43

              
	
                Section
                  5.8

              	
                Finders;
                  Brokers

              	
                44

              
	
                Section
                  5.9

              	
                No
                  Knowledge of Quicksilver’s Breach

              	
                44

              
	
                Section
                  5.10

              	
                Capitalization
                  of BreitBurn Parent and Valid Issuance of Common Units

              	
                44

              
	
                Section
                  5.11

              	
                SEC
                  Documents

              	
                45

              
	
                Section
                  5.12

              	
                Tax

              	
                46

              
	
                Section
                  5.13

              	
                Investment
                  Company Status

              	
                46

              
	
                Section
                  5.14

              	
                Offering

              	
                46

              
	
                Section
                  5.15

              	
                Internal
                  Accounting Controls

              	
                46

              
	
                Section
                  5.16

              	
                Material
                  Agreements

              	
                46

              
	 	 	 
	
                ARTICLE
                  VI

              	
                AGREEMENTS
                  OF BREITBURN AND QUICKSILVER

              	
                47

              
	
                Section
                  6.1

              	
                Operation
                  of the Business

              	
                47

              
	
                Section
                  6.2

              	
                Efforts;
                  Cooperation; HSR and Other Filings

              	
                49

              
	
                Section
                  6.3

              	
                Public
                  Disclosures

              	
                49

              
	
                Section
                  6.4

              	
                Pre-Closing
                  Access; Post-Closing Delivery and Access to Records and
                  Personnel

              	
                49

              
	
                Section
                  6.5

              	
                Employee
                  Matters

              	
                52

              
	
                Section
                  6.6

              	
                Workforce
                  Reduction Notices

              	
                52

              
	
                Section
                  6.7

              	
                Inter-Company
                  Transactions; Insurance

              	
                52

              
	
                Section
                  6.8

              	
                Release
                  of Guarantees and Bonds

              	
                53

              
	
                Section
                  6.9

              	
                Amendments
                  of Disclosure Schedules

              	
                53

              
	
                Section
                  6.10

              	
                Removal
                  of Quicksilver Identification

              	
                54

              
	
                Section
                  6.11

              	
                Assigned
                  QRI Assets

              	
                54

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  6.12

              	
                Title
                  Defects; Title Defect Procedure and Adjustments

              	
                54

              
	
                Section
                  6.13

              	
                Preferential
                  Purchase Rights

              	
                60

              
	
                Section
                  6.14

              	
                Environmental
                  Defects; Environmental Defect Procedure and Adjustments

              	
                61

              
	
                Section
                  6.15

              	
                Historical
                  Financial Statements

              	
                64

              
	
                Section
                  6.16

              	
                Operatorship

              	
                65

              
	
                Section
                  6.17

              	
                Cash
                  Items

              	
                65

              
	
                Section
                  6.18

              	
                Standstill

              	
                66

              
	
                Section
                  6.19

              	
                Release

              	
                66

              
	
                Section
                  6.20

              	
                Quicksilver
                  Lock-Up

              	
                66

              
	
                Section
                  6.21

              	
                Redemption
                  Prohibition

              	
                66

              
	
                Section
                  6.22

              	
                Consent

              	
                66

              
	
                Section
                  6.23

              	
                End
                  User Contracts

              	
                67

              
	 	 	 
	
                ARTICLE
                  VII

              	
                CONDITIONS

              	
                68

              
	
                Section
                  7.1

              	
                Conditions
                  Precedent to Obligations of BreitBurn and Quicksilver

              	
                68

              
	
                Section
                  7.2

              	
                Conditions
                  Precedent to Obligation of Quicksilver

              	
                68

              
	
                Section
                  7.3

              	
                Conditions
                  Precedent to Obligation of BreitBurn

              	
                69

              
	 	 	 
	
                ARTICLE
                  VIII

              	
                TERMINATION

              	
                69

              
	
                Section
                  8.1

              	
                Termination
                  Events

              	
                69

              
	
                Section
                  8.2

              	
                Effect
                  of Termination

              	
                70

              
	 	 	 
	
                ARTICLE
                  IX

              	
                SURVIVAL;
                  INDEMNIFICATION

              	
                71

              
	
                Section
                  9.1

              	
                Survival

              	
                71

              
	
                Section
                  9.2

              	
                Indemnification
                  by Quicksilver

              	
                72

              
	
                Section
                  9.3

              	
                Indemnification
                  by BreitBurn

              	
                75

              
	
                Section
                  9.4

              	
                Other
                  Indemnification Matters and Limitations

              	
                76

              
	
                Section
                  9.5

              	
                Materiality
                  Exclusion

              	
                77

              
	 	 	 
	
                ARTICLE
                  X

              	
                TAX
                  MATTERS

              	
                77

              
	
                Section
                  10.1

              	
                Preparation
                  and Filing of Tax Returns

              	
                77

              
	
                Section
                  10.2

              	
                Tax
                  Treatment of Payments

              	
                80

              
	
                Section
                  10.3

              	
                Transfer
                  Taxes

              	
                80

              
	
                Section
                  10.4

              	
                Allocation
                  of Consideration

              	
                80

              
	
                Section
                  10.5

              	
                Tax
                  Treatment of Transaction

              	
                80

              
	
                Section
                  10.6

              	
                BreitBurn’s
                  Tax Indemnity

              	
                81

              
	
                Section
                  10.7

              	
                Tax
                  Sharing Agreements

              	
                81

              
	
                Section
                  10.8

              	
                Conflict

              	
                81

              
	
                Section
                  10.9

              	
                Procedures
                  Relating to Indemnification of Tax Claims

              	
                81

              
	
                Section
                  10.10

              	
                Like
                  Kind Exchange

              	
                82

              
	
                Section
                  10.11

              	
                Consents

              	
                82

              
	
                Section
                  10.12

              	
                Survival

              	
                82

              
	 	 	 
	
                ARTICLE
                  XI

              	
                MISCELLANEOUS

              	
                82

              
	
                Section
                  11.1

              	
                Notices

              	
                82

              


      

      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

      
        	
                Section
                  11.2

              	
                Expenses

              	
                83

              
	
                Section
                  11.3

              	
                Non-Assignability

              	
                84

              
	
                Section
                  11.4

              	
                Amendment;
                  Waiver

              	
                84

              
	
                Section
                  11.5

              	
                No
                  Third Party Beneficiaries

              	
                84

              
	
                Section
                  11.6

              	
                Governing
                  Law

              	
                84

              
	
                Section
                  11.7

              	
                Consent
                  to Jurisdiction

              	
                85

              
	
                Section
                  11.8

              	
                Entire
                  Agreement

              	
                85

              
	
                Section
                  11.9

              	
                Severability

              	
                85

              
	
                Section
                  11.10

              	
                Counterparts

              	
                85

              
	
                Section
                  11.11

              	
                Further
                  Assurances

              	
                85

              
	
                Section
                  11.12

              	
                Schedules
                  and Exhibits

              	
                85

              
	
                Section
                  11.13

              	
                Specific
                  Performance; Limitation on Damages

              	
                86

              
	
                Section
                  11.14

              	
                Waiver
                  of Jury Trial

              	
                86

              
	
                Section
                  11.15

              	
                Time

              	
                86

              
	
                Section
                  11.16

              	
                No
                  Further Representations; Disclaimers

              	
                86

              
	
                Section
                  11.17

              	
                Confidentiality

              	
                87

              


      

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

       

      
        EXHIBITS

        


        
          	
                  Exhibit
                    A-1

                	
                  Wells

                
	
                  Exhibit
                    A-2

                	
                  Oil,
                    Gas & Mineral Leases- HBP

                
	
                  Exhibit
                    A-3

                	
                  Oil,
                    Gas & Mineral Leases- Undeveloped

                
	
                  Exhibit
                    A-4

                	
                  Fixed
                    Facilities and Gas Pipeline Systems

                
	
                  Exhibit
                    A-5

                	
                  Real
                    Property Interests

                
	
                  Exhibit
                    A-6

                	
                  Office
                    and Storage Leases

                
	
                  Exhibit
                    B

                	
                  Excluded
                    Assets

                
	
                  Exhibit
                    C-1

                	
                  Form
                    of Asset Assignment

                
	
                  Exhibit
                    C-2

                	
                  Form
                    of Venture Interest Assignment

                
	
                  Exhibit
                    D

                	
                  Tax
                    Allocated Values

                
	
                  Exhibit
                    E

                	
                  Transition
                    Services Agreement

                
	
                  Exhibit
                    F

                	
                  Registration
                    Rights Agreement

                
	
                  Exhibit
                    G

                	
                  Tax
                    Opinion

                


        

        


        SCHEDULES

        


        
          	
                  Schedule
                    K-B

                	
                  Knowledge
                    (BreitBurn)

                
	
                  Schedule
                    K-Q

                	
                  Knowledge
                    (Quicksilver)

                
	
                  Schedule
                    1.1

                	
                  Audits

                
	
                  Schedule
                    3.4

                	
                  Burdens
                    on Equity Interests

                
	
                  Schedule
                    4.1

                	
                  Equity
                    Interests of Acquired Companies

                
	
                  Schedule
                    4.3(a)

                	
                  Governmental
                    Approvals; Consents

                
	
                  Schedule
                    4.3(b)

                	
                  Actions

                
	
                  Schedule
                    4.4

                	
                  Financial
                    Statements

                
	
                  Schedule
                    4.6

                	
                  No
                    Undisclosed Liabilities

                
	
                  Schedule
                    4.7

                	
                  Absence
                    of Changes

                
	
                  Schedule
                    4.8

                	
                  Disclosed
                    Contracts

                
	
                  Schedule
                    4.9

                	
                  Litigation

                
	
                  Schedule
                    4.10

                	
                  Compliance
                    with Laws

                
	
                  Schedule
                    4.11

                	
                  Tax
                    Matters

                
	
                  Schedule
                    4.12

                	
                  Business
                    Employees

                
	
                  Schedule
                    4.12(a)

                	
                  Business
                    Employee Agreements

                
	
                  Schedule
                    4.13

                	
                  Environmental
                    Matters

                
	
                  Schedule
                    4.15

                	
                  Insurance

                
	
                  Schedule
                    4.16

                	
                  Bank
                    Accounts

                
	
                  Schedule
                    4.17

                	
                  Officers
                    and Directors

                
	
                  Schedule
                    4.18(a)

                	
                  Oil
                    and Gas Allowables

                
	
                  Schedule
                    4.18(b)

                	
                  Take
                    or Pay

                
	
                  Schedule
                    4.18(c)

                	
                  Production
                    Sales Contracts

                
	
                  Schedule
                    4.18(d)

                	
                  Imbalances

                
	
                  Schedule
                    4.19

                	
                  Certain
                    Gathering Facilities

                
	
                  Schedule
                    5.4(a)

                	
                  Governmental
                    Approvals, Consents (BreitBurn)

                
	
                  Schedule
                    5.4(b)

                	
                  Actions
                    (BreitBurn)

                
	
                  Schedule
                    5.10(c)

                	
                  BreitBurn
                    Parent Obligations

                
	
                  Schedule
                    5.10(d)

                	Liens
                  on BreitBurn Parent Subsidiaries' Equity Interests
	
                  Schedule
                    6.1

                	Operation
                  of the Business
	
                  Schedule
                    6.7(a)

                	Inter-Company
                  Transactions
	
                  Schedule
                    6.8

                	Guarantees
                  & Bonds
	
                  Schedule
                    6.12(a) 

                	Preliminary
                  Allocated Values


        

         
          

      

    

    
      -v-

      
        

      

    

    
      
      

    

    
       

      CONTRIBUTION
        AGREEMENT

       

      This
        Contribution Agreement, dated as of September 11, 2007 (hereinafter this
        “Agreement”), is made by and between Quicksilver Resources Inc., a
        Delaware corporation (“Quicksilver”), and BreitBurn Operating L.P., a
        Delaware limited partnership (“BreitBurn”).  Quicksilver and
        BreitBurn are sometimes collectively referred to herein as the “Parties”,
        and individually as a “Party”.

       

      RECITALS

       

      WHEREAS,
        Quicksilver owns 100% of all of the issued and outstanding capital stock
        of (i)
        Terra Energy Ltd., a Michigan corporation (“Terra”), (ii) GTG Pipeline
        Corporation, a Virginia corporation (“GTG”), and (iii) Mercury Michigan,
        Inc., a Michigan corporation (“Mercury”);

       

      WHEREAS,
        Quicksilver owns (i) an undivided 50% of the limited liability company interests
        of Beaver Creek Pipeline, L.L.C., a Michigan limited liability company
        (“Beaver Creek”), and the remaining 50% of the limited liability company
        interest of Beaver Creek is owned by Mercury, and (ii) a 5.5385% limited
        partnership interest of Wilderness - Chester Gas Processing LP, a Michigan
        limited partnership (“WCGP”); and the capital stock of Terra, GTG, and
        Mercury owned by Quicksilver, together with Quicksilver’s limited liability
        company interest in Beaver Creek and its limited partnership interest of
        WCGP,
        are collectively referred to herein as the “Equity
        Interests”;

       

      WHEREAS,
        Quicksilver also owns the QRI Assets (as hereinafter defined); and

       

      WHEREAS,
        Quicksilver desires to contribute to BreitBurn, and BreitBurn desires to
        acquire
        from Quicksilver, subject to and in accordance with the terms hereof, the
        Equity
        Interests and all of Quicksilver’s right, title and interest in and to the QRI
        Assets, as hereinafter defined (collectively, the
“Interests”).

       

      AGREEMENT

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements contained herein and for other good and valuable consideration,
        the
        receipt and sufficiency of which is acknowledged, and intending to be legally
        bound, the Parties hereby agree as follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      Section
        1.1  Certain
        Definitions.  As used in this Agreement, the following terms will
        have the respective meanings set forth below:

       

      “Acquired
        Assets” shall mean and include, collectively, the following (excluding any
        Excluded Assets):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (a)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to the oil, gas and/or mineral leases, leasehold
        interests, mineral fee interests, royalty and overriding royalty interests
        (“O&G Interests”), described on Exhibits A-2 and
A-3 (with Exhibit A-2 being those leases currently being held
        by
        production, and Exhibit A-3 being those leases that are currently
        undeveloped), together with any rights and interests of Quicksilver and its
        Affiliates (including the Acquired Companies) attributable or allocable to
        any
        of the foregoing interests by virtue of any pooling, unitization,
        communitization, operating or other agreements, and in and to any ratifications
        and/or amendments to such leases, whether or not such ratifications or
        amendments are described in Exhibits A-2 or A-3 (individually, an
“Oil and Gas Property”, and collectively, the “Oil and Gas
        Properties”); and without limitation to the above, it is the intention of
        Quicksilver that the Oil and Gas Properties include all O&G Interests owned
        directly by Quicksilver and its Affiliates (including the Acquired Companies)
        which are located in the States of Michigan, Kentucky and Indiana, whether
        or
        not described on Exhibits A-2 and A-3;

       

      (b)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to all wells located on, allocable to or
        attributable to the Oil and Gas Properties, including, without limitation,
        those
        oil and gas wells, wellbores, water wells, CO2 wells
        and injection
        wells described on Exhibit A-1 (individually, a “Well”, and
        collectively, the “Wells”), and without limitation to the above, it is
        the intention of Quicksilver that the Wells include all of such interests
        owned
        directly by Quicksilver and its Affiliates (including the Acquired Companies)
        in
        wells located on, allocable to or attributable to the Oil and Gas Properties
        which are located in the States of Michigan, Kentucky and Indiana, whether
        or
        not described on Exhibit A-1;

       

      (c)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to the Fixed Facilities;

       

      (d)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to all materials, supplies, inventories,
        machinery, equipment, improvements and other personal property and fixtures
        (including, but not by way of limitation, all casing, wellhead equipment,
        pumping units, tanks, vehicles, and other equipment), which are located on,
        allocable to, or directly and primarily used by Quicksilver or its Affiliates
        (including the Acquired Companies) in connection with the ownership, operation,
        development, or maintenance of the Fixed Facilities, Oil and Gas Properties,
        Wells, Real Property Interests, Office and Storage Leases or the Hydrocarbons
        (collectively, the “Personal Property”);

       

      (e)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to all contracts and agreements allocable
        or
        attributable or directly relating to the Fixed Facilities, Oil and Gas
        Properties, Wells, Real Property Interests, Office and Storage Leases, the
        Personal Property or the Hydrocarbons, including, but not limited to, production
        sales contracts, joint operating agreements, unit agreements, pooling
        agreements, area of mutual interest agreements, farmout agreements, farmin
        agreements, joint venture agreements, participation agreements, exploration
        agreements, processing agreements, transportation agreements, gathering
        agreements,

      
        
          
          

        

        
          -2-

          
            

          

        

        balancing
          agreements, storage agreements, platform sharing agreements, and other
          contracts
          and agreements (collectively, the “Contracts”); provided, however,
          Contracts shall not include any O&G Interests;

      

       

      (f)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to all other real property interests located
        in
        the States of Michigan, Kentucky and Indiana (other than Oil and Gas Properties,
        Fixed Facilities and Office and Storage Leases), together with all rights
        of
        way, easements, surface leases, permits, licenses, servitudes, and other
        rights
        of surface use located in the States of Michigan, Kentucky and Indiana
        attributable to or used in connection with the ownership and operation of
        the
        Fixed Facilities, Oil and Gas Properties, Wells, Office and Storage Leases,
        the
        Personal Property, or the Hydrocarbons, including those as may be described
        on
Exhibit A-5 (collectively, the “Real Property
        Interests”);

       

      (g)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to all office and storage leases used in
        connection with the Fixed Facilities, Oil and Gas Properties, Wells, Real
        Property Interests or the Personal Property, that are described on Exhibit
        A-6 (collectively, the “Office and Storage Leases”);

       

      (h)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to all natural gas, casinghead gas, drip
        gasoline, natural gasoline, natural gas liquids, condensate, products, crude
        oil
        and all other liquid or gaseous hydrocarbons allocable to the Wells, Oil
        and Gas
        Properties and Fixed Facilities produced, saved and marketed on and after
        the
        Effective Time, together with all Imbalances attributable to the QRI Assets
        (collectively, the “Hydrocarbons”); and

       

      (i)  all
        of
        the rights, titles and interests of Quicksilver and its Affiliates (including
        the Acquired Companies) in and to all seismic data and seismic surveys owned
        by
        Quicksilver or the Acquired Companies that cover the Oil and Gas Properties
        (“Owned Seismic”); provided, however, that to the
        extent any such data or surveys are licensed from third parties and will
        require
        licensor approval or the payment of a transfer fee in connection with the
        transactions contemplated herein, Quicksilver shall use commercially reasonable
        efforts to assist BreitBurn in securing a transfer to BreitBurn at Closing
        thereof (but BreitBurn shall be solely responsible for any and all fees and
        costs relating to any approval or transfer).

       

      “Acquired
        Companies” shall mean Terra, GTG, Mercury and Beaver Creek.  The
        term “Acquired Companies” shall also include the limited liability companies
        into which Terra, GTG and Mercury merge as contemplated in Section
        10.5.

       

      “Acquired
        Company Liabilities” shall mean all the liabilities that are treated as
        being assumed by Breitburn Parent for United States federal income Tax purposes
        at the Closing.

       

      “Action”
        shall mean any claim, action, litigation, suit, arbitration, other legal
        or
        administrative proceeding or investigation by or before any Governmental
        Entity
        or arbitrator.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      “Additional
        Cash Consideration” has the meaning specified in Section
        2.1(b)(ii).

       

      “Affiliate”
        of a Person shall mean any other Person that directly or indirectly, through
        one
        or more intermediaries, Controls, is Controlled by or is under common Control
        with the first mentioned Person.  For avoidance of doubt, Pennsylvania
        Avenue Limited Partnership shall not be considered to be an Affiliate of
        Quicksilver.

       

      “Affiliate
        Agreements” shall mean any Contracts between Quicksilver or any of its
        Affiliates (other than any of the Transferred Companies), on the one hand,
        and
        any of the Transferred Companies, on the other.

       

      “Aggregate
        Deductible” shall mean an amount equal to $30,000,000.

       

      “Aggregate
        Indemnity Cap” shall have the meaning specified in Section
        9.2(b)(v).

       

      “Agreement”
        shall have the meaning specified in the Preamble.

       

      “Asset
        Assignments” shall mean the one or more forms of assignment and bill of
        sale, transferring the QRI Assets to BreitBurn, acknowledging BreitBurn’s
        assumption of the Assumed Liabilities, acknowledging that it is being made
        expressly subject to this Agreement, and otherwise in substantially the form
        attached hereto as Exhibit C-1.

       

      “Assumed
        Liabilities” shall have the meaning specified in Section
        2.9.

       

      “Audited
        Special Financial Statements” shall have the meaning specified in Section
        6.15(c).

       

      “Beaver
        Creek” shall have the meaning specified in the Recitals.

       

      “Bonds”
        shall have the meaning specified in Section 6.8.

       

      “Books
        and Records” shall have the meaning specified in Section
        6.4(b).

       

       “BreitBurn”
        shall have the meaning specified in the Preamble.

       

      “BreitBurn
        Employer” shall have the meaning specified in Section
        6.5(a).

       

      “BreitBurn
        Indemnified Parties” shall have the meaning specified in Section
        9.2(a).

       

      “BreitBurn
        Parent” shall mean BreitBurn Energy Partners L.P., a Delaware limited
        partnership.

       

      “BreitBurn
        Parent Financial Statements” shall have the meaning specified in Section
        5.11.

       

      “BreitBurn
        Parent SEC Documents” shall have the meaning specified in Section
        5.11.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      “Business”
        shall mean both: (a) the ownership and operation by Quicksilver of the QRI
        Assets, as currently owned and operated by Quicksilver, and (b) the
        business and operations of each of the Transferred Companies, as currently
        conducted by such Transferred Companies.

       

      “Business
        Day” shall mean any day other than a Saturday, a Sunday or a day banks in
        the State of New York are authorized or required to be closed.

       

      “Business
        Employee” shall mean any individual who is an employee of Quicksilver whose
        employment relates primarily to the Business or to Quicksilver’s ownership of
        the Transferred Companies, insofar as such employees are identified on
Schedule 4.12.

       

      “Cash
        Consideration” shall have the meaning specified in Section
        2.1(b)(ii).

       

      “Claim
        Notice” shall have the meaning specified in Section
        9.1(b).

       

      “Closing”
        shall have the meaning specified in Section 2.10.

       

      “Closing
        Cash” shall have the meaning specified in Section
        2.5(c).

       

      “Closing
        Date” shall have the meaning specified in Section 2.10.

       

      “Closing
        Date Consideration” shall have the meaning specified in Section
        2.1(b).

       

      “Closing
        Net Working Capital” shall have the meaning specified in Section
        2.5(c).

       

      “Closing
        Consideration Allocation Schedule” shall have the meaning specified in
Section 10.4.

       

      “Code”
        shall mean the Internal Revenue Code of 1986, as amended.

       

      “Common
        Units” shall have the meaning specified in the Partnership
        Agreement.

       

      “Competing
        Transaction” shall have the meaning specified in Section
        6.18.

       

      “Confidentiality
        Agreement” shall mean that certain Confidentiality Agreement dated as of
        July 9, 2007, between Quicksilver and BreitBurn.

       

      “Consideration
        Allocation” shall have the meaning specified in Section
        10.4.

       

      “Contracts”
        shall have the meaning specified in the definition of “Acquired
        Assets.”

       

      “Contributed
        Assets” shall have the meaning specified in Section
        10.4.

       

      “Control”
        shall mean the possession, directly or indirectly, of the power to direct
        or
        cause the direction of the management and policies of a Person, whether through
        the ownership of voting securities, by contract or otherwise.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      “Conversions”
        shall have the meaning specified in Section 10.5.

       

      “Cure
        Period” shall have the meaning specified in Section
        6.12(c).

       

      “Current
        Assets” as of a specified date shall mean the current assets of the
        Transferred Companies, as would be reflected on a consolidated balance sheet
        as
        of such date, as determined under GAAP, but excluding (a) cash and cash
        equivalents, (b) inter-company accounts between the Transferred Companies,
        on the one hand, and Quicksilver or its Affiliates (other than the Transferred
        Companies), on the other (as such inter-company accounts are to be rendered
        zero
        as of Closing, in accordance with the provisions of Section 6.7),
        (c) insurance proceeds receivable with respect to any casualty event or
        loss incurred before, on or after the date hereof and prior to the Effective
        Time, (d) any prepayments of income taxes and other assets relating to the
        payment of income taxes, and (e) any Imbalances.

       

      “Current
        Liabilities” as of a specified date shall mean the current liabilities of
        the Transferred Companies, as would be reflected on a consolidated balance
        sheet
        as of such date as determined under GAAP, but excluding (a) inter-company
        accounts between the Transferred Companies, on the one hand, and Quicksilver
        or
        its Affiliates (other than the Transferred Companies), on the other,
        (b) any current inter-company liabilities eliminated at Closing pursuant to
Section 6.7, (c) any liabilities for Taxes, and (d) any
        Imbalances.

       

      “Customary
        Post-Closing Consents” shall mean the consents and approvals from
        Governmental Entities (or railroads and public utilities who may have granted
        easements or permits relating to the Business) for the assignment of the
        Interests to BreitBurn that are customarily obtained after the assignment
        of
        properties similar to the Interests.

       

      “Damages”
        shall mean any and all actual damages relating to any demands, claims, lawsuits,
        proceedings, arbitrations, investigations and other Actions, causes of action,
        judgments, injunctions, awards, settlements, obligations, losses, liabilities,
        costs and expenses, including reasonable attorney fees, court costs,
        investigative and preparation expenses and other documented out of pocket
        expenses incurred in connection with any of the foregoing.

       

      “Defensible
        Title” shall mean, subject to any Permitted Liens, title of Quicksilver or
        its Affiliates (including the Acquired Companies), in the aggregate,
        that:

       

      (a)  with
        respect to each Well or well location (or the specified zone(s) therein)
        identified on Exhibit A-1, entitles Quicksilver and its Affiliates
        (including the Acquired Companies), in the aggregate, to receive without
        reduction, suspension or termination throughout the productive life of such
        Well
        or well location not less than the Net Revenue Interest shown in Exhibit
        A-1 therefor, except for (i) decreases in connection with those operations
        in which Quicksilver and its Affiliates (including the Acquired Companies),
        in
        the aggregate, is a non-consenting or non-participating co-owner, (ii) decreases
        resulting from the establishment or amendment of pools or units, (iii) decreases
        required to allow other working interest owners to make up past underproduction
        or pipelines to make up past under deliveries, (iv) effects of reaching payout
        status, and (v) as otherwise reflected or disclosed in Exhibit
        A-1;

       

      (b)  with
        respect to each Well or well location (or the specified zone(s) therein)
        identified on Exhibit A-1, obligates Quicksilver and any of its
        Affiliates (including the Acquired

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          
Companies),
          in the aggregate, to bear a Working Interest that is not greater than that
          shown
          therefor in Exhibit A-1, except for (i) increases resulting from
          contribution requirements with respect to defaulting co-owners under applicable
          operating agreements, (ii) increases in connection with those operations
          in
          which Quicksilver or its Affiliates (including the Acquired Companies),
          as the
          case may be, is a consenting or participating co-owner and one or more
          other
          working interest owners are non-consenting or non-participating co-owners,
          (iii)
          increases resulting from the establishment or amendment of pools or units,
          (iv)
          effects of reaching payout status, (v) increases to the extent that they
          are
          accompanied by a proportionate increase in the Net Revenue Interest (or
          the
          specified zone(s) therein), and (vi) as otherwise reflected or disclosed
          in
Exhibit A-1;

      

       

      (c)  with
        respect to the Wells and well locations described in subparagraphs (a) and
        (b)
        above, is free and clear of any Liens, other than Permitted Liens or as
        otherwise reflected or disclosed in Exhibits A-1 through A-3;
        or

       

      (d)  with
        respect to Acquired Assets other than the Wells, well locations and Oil and
        Gas
        Properties, is defensible and free and clear of any Liens, other than with
        regard to Permitted Liens or as otherwise reflected or disclosed in Exhibits
        A-4 through A-6.

       

      “Delaware
        LLC Act” shall have
        the meaning specified in Section 5.10(d).

       

      “Delaware
        LP Act” shall have the
        meaning specified in Section 5.10(b).

       

      “De
        Minimis BreitBurn Losses” shall have the meaning specified in Section
        9.2(b)(ii).

       

      “Deposit”
        shall have the meaning specified in Section 2.2(a).

       

      “Designated
        Employees” shall have the meaning specified in Section
        6.5(a).

       

      “Disclosed
        Contract” and “Disclosed Contracts” shall each have the meaning
        specified in Section 4.8(a).

       

      “Disclosure
        Schedules” shall have the meaning specified in Section
        6.9(a).

       

      “Dispute
        Notice” shall have the meaning specified in Section
        2.5(c).

       

      “Effective
        Time” shall mean 7:00 a.m. (Eastern Time) on the Closing Date.

       

      “End
        User Contracts” shall have the meaning specified in Section
        6.23(a).

       

      “Environmental
        Assessment” shall have the meaning specified in Section
        6.14(a).

       

      “Environmental
        Condition” shall mean (a) a condition existing prior to the Closing Date
        with respect to the air, soil, subsurface, surface waters, ground waters
        and/or
        sediments that causes any Acquired Assets or the assets of WCGP to not be
        in
        compliance with any Environmental Laws or (b) the extent to which the operation
        of any Acquired Assets or the Business results in any environmental pollution,
        contamination, degradation, or damage to

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          
property
          such that remedial or corrective action is presently required (or if known,
          would be presently required) under Environmental Laws.

      

       

      “Environmental
        Defect” shall have the meaning specified in Section
        6.14(b)(i).

       

      “Environmental
        Defect Amount” shall have the meaning specified in Section
        6.14(b)(i).

       

      “Environmental
        Defect Notice” shall have the meaning specified in Section
        6.14(b)(i).

       

      “Environmental
        Laws” shall mean any and all Laws relating to the prevention of pollution,
        the preservation and restoration of environmental quality, the protection
        of
        human health, wildlife or environmentally sensitive areas, the remediation
        of
        contamination, the generation, handling, treatment, storage, transportation,
        disposal or release into the environment of waste materials, or the regulation
        of or exposure to hazardous, toxic or other substances alleged to be
        harmful.  The term “Environmental Laws” includes all applicable
        judicial and administrative Orders, consent decrees or directives issued
        by a
        Governmental Entity pursuant to the foregoing.  Unless expressly
        included in and required by applicable requirements of statutes, regulations,
        judicial and administrative Orders, consent decrees or directives issued
        by a
        Governmental Entity included in Environmental Laws, the term “Environmental
        Laws” does not include good or desirable operating practices or standards that
        may be employed or adopted by other oil or gas well or pipeline operators
        or
        recommended by a Governmental Entity.  The term “Environmental Laws”
does not include the Occupational Safety and Health Act or any other Law
        governing worker safety or workplace conditions.

       

      “Environmental
        Liabilities” shall mean any and all liabilities, responsibilities, claims,
        suits, losses, costs (including remediation, removal, response, abatement,
        clean-up, investigative, and/or monitoring costs and any other related costs
        and
        expenses), damages, natural resource damages, settlements, consulting fees,
        expenses, assessments, liens, penalties, fines, orphan share, prejudgment
        and
        post-judgment interest, court costs, and attorney fees incurred or imposed
        (a)
        pursuant to any order, notice of responsibility, directive (including
        requirements embodied in Environmental Laws), injunction, judgment or similar
        ruling or act (including settlements) by any Governmental Entity to the extent
        arising out of any violation of, or remedial obligation under, any Environmental
        Law which is attributable to (or for which any liability or responsibility
        is
        incurred or imposed as a result of) the ownership or operation of the Acquired
        Assets or the assets of WCGP prior to the Closing Date, or (b) pursuant to
        any
        claim or cause of action by a Governmental Entity or other Person for personal
        injury, death, property damage, damage to natural resources, remediation
        or
        response costs, or similar costs or expenses to the extent arising out of
        a
        release of Hazardous Materials or any violation of, or any remediation
        obligation under, any Environmental Laws which is attributable to (or for
        which
        any liability or responsibility is incurred or imposed as a result of) the
        ownership or operation of the Acquired Assets or the assets of WCGP prior
        to the
        Closing Date, or (c) as a result of Environmental Conditions.

       

      “Equity
        Consideration” shall
        mean the sum of the QRI Assets Equity Consideration and the Equity Interests
        Equity Consideration.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      “Equity
        Interests” shall have the meaning specified in the Recitals.

       

      “Equity
        Interests Equity Consideration” shall have the meaning specified in
Section 2.1(a).

       

      “Estimated
        Cash” shall have the meaning specified in Section 2.4.

       

      “Estimated
        Net Working Capital” shall have the meaning specified in Section
        2.4.

       

      “Estimated
        Net Working Capital Adjustment” shall mean Estimated Net Working Capital
        less the Target Net Working Capital Amount, which value shall be expressed
        as a
        negative number if the Target Net Working Capital Amount exceeds the Estimated
        Net Working Capital, and which number shall be expressed as a positive number
        if
        the Estimated Net Working Capital exceeds the Target Net Working Capital
        Amount.

       

      “Exchange
        Act” shall mean the Securities Exchange Act of 1934, as amended, and the
        rules and regulations promulgated thereunder.

       

      “Excluded
        Assets” shall mean and include any and all Hedge Agreements, as well as any
        other  rights, titles and interests in and to those assets, interests
        and contracts described on Exhibit B.  “Excluded Assets”
shall also include any Title Defect Properties and Preferential Right
        Properties
        excluded from the Acquired Assets pursuant to Section 6.12 or Section
        6.13, respectively, together with a pro rata share of all of Quicksilver’s
        or the Acquired Companies’ right, title and interest in, to and under all Wells,
        Personal Property, Real Property Interests, Hydrocarbons, Owned Seismic,
        and
        Books and Records included in the Acquired Assets that are directly related
        or
        attributable to such Title Defect Properties or Preferential Right Properties,
        subject to Quicksilver’s obligation, if applicable, to deliver to BreitBurn an
        assignment of any such Title Defect Property and related or attributable
        rights
        post-Closing pursuant to Section 6.12(c) and BreitBurn’s obligation, if
        applicable, to purchase any such Preferential Right Property pursuant to
        Section 6.13(c).

       

      “Final
        Adjustment Statement” shall have the meaning specified in Section
        2.6.

       

      “Final
        Consideration” shall have the meaning specified in Section
        2.1(b)(i).

       

      “Final
        Settlement Statement” shall have the meaning specified in Section
        2.5(c).

       

      “Financial
        Statements” shall mean each of the unaudited balance sheets and related
        statements of income of the Acquired Companies (other than Beaver Creek),
        as
        described in Section 4.4(a).

       

      “Fixed
        Facilities” shall mean and include all of Quicksilver’s and its Affiliates’
(including the Acquired Companies’) rights, titles and interests in and to those
        gas processing plants, treatment plants, dehydration units, gas gathering
        systems, pipelines, flowlines, buildings, injection facilities, saltwater
        disposal facilities, compression facilities, and other mid-stream assets
        located
        in the States of Michigan, Kentucky and Indiana, including, without limitation,
        those described on Exhibit A-4.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      “GAAP”
        shall mean United States generally accepted accounting principles, applied
        on a
        consistent basis for the applicable time periods.

       

      “Gas
        Strip Price” shall mean the 12 month forward strip price for natural gas as
        of the Closing Date as quoted on the New York Mercantile Exchange.

       

      “General
        Partner” shall mean
        BreitBurn GP, LLC, a Delaware limited liability company and the general partner
        of BreitBurn Parent.

       

      “Governmental
        Entity” shall mean any federal, state or local government or any court of
        competent jurisdiction, regulatory or administrative agency or commission
        or
        other governmental entity or instrumentality, in each case within the United
        States of America.

       

      “GTG”
        shall have the meaning specified in the Recitals.

       

      “Hart-Scott
        Act” shall have the meaning specified in Section 7.1(b).

       

      “Hazardous
        Materials” shall mean any substance or material that is designated,
        classified, characterized or regulated as a “hazardous substance”, “hazardous
        waste”, “hazardous material”, “toxic substance”, “pollutant” or “contaminant”
under Environmental Laws.

       

      “Hedge
        Agreements” shall mean all of the rights, titles and interests of
        Quicksilver and the Acquired Companies in and to any swap, collar, floor,
        cap,
        option or other contract or agreement (including sales contracts with known
        prices) which is intended to reduce or eliminate the risk of fluctuations
        in the
        price of oil, gas and/or minerals related to the Wells, Oil and Gas Properties
        or the Hydrocarbons.

       

      “Hydrocarbons”
        shall have the meaning specified in the definition of the “Acquired
        Assets.”

       

      “Imbalance”
        means over-production or under-production or over-deliveries or under-deliveries
        on account of (a) any imbalance at the wellhead between the amount of
        Hydrocarbons produced from a Well constituting part of the Acquired Assets
        and
        allocable to the interests of Quicksilver or its Affiliates (including the
        Acquired Companies), and the shares of production from the relevant Well
        that
        are actually taken by or delivered to or for the account of Quicksilver or
        its
        Affiliates (including the Acquired Companies) and (b) any marketing imbalance
        between the quantity of Hydrocarbons constituting part of the Acquired Assets
        and required to be delivered by or to Quicksilver or its Affiliates (including
        the Acquired Companies) under any Contracts relating to the purchase and
        sale,
        gathering, transportation, storage, processing, or marketing of Hydrocarbons
        and
        the quantity of Hydrocarbons actually delivered by or to Quicksilver or its
        Affiliates (including the Acquired Companies) pursuant to the applicable
        Contracts.

       

      “Independent
        Expert” shall have the meaning specified in Section
        6.14(b)(v).

       

      “Individual
        Environmental Defect Threshold” shall have the meaning specified in
Section 6.14(b)(vi).

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      “Individual
        Title Defect Threshold” shall mean an amount equal to $200,000.

       

      “Initial
        Consideration” shall have the meaning specified in Section
        2.1(a).

       

      “Intellectual
        Property” shall mean the following intellectual property rights, including,
        without limitation, any statutory or common law rights: (a) patents, patent
        applications and other rights relating to the protection of inventions worldwide
        (and all rights related thereto, including all reissues, reexaminations,
        divisions, continuations, continuations-in-part, extensions or renewals of
        any
        of the foregoing), (b) inventions (whether or not patentable), computer
        software, source code, concepts, processes, formulae, patterns, equipment
        drawings, (c) trademarks, service marks, trade names, logos, trade dress,
        brand names, slogans, domain names, registrations and applications for
        registrations for the foregoing, and (d) all copyrights, works of
        authorship and any derivative works thereof, registered and unregistered,
        including all copyright registrations and applications for copyright
        registrations.

       

      “Interest
        Rate” shall mean the Prime Rate.

       

      “Interests”
        shall have the meaning specified in the Recitals.

       

      “Invasive
        Activity” shall have the meaning specified in Section
        6.14(a).

       

      “Knowledge”
        shall mean the actual and current knowledge of (a) as to Quicksilver, any
        of the Persons listed in Schedule K-Q and (b) as to BreitBurn,
        any of the Persons listed in Schedule K-B.  The foregoing
        reference to “actual knowledge” of a Person means information actually
        personally known by such Person, excluding any information which might be
        imputed to such Person by Law.

       

      “Law”
        shall mean any applicable statute, law (including applicable common law),
        Order,
        ordinance, rule, regulation or other enforceable official act of or by any
        Governmental Entity.

       

      “Lien”
        shall mean, with respect to any asset, property or interest therein, any
        mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge
        or
        security interest.

       

      “Lock-Up
        Date” shall have the meaning specified in Section 6.20.

       

      “Long
        Term Debt” shall mean, with respect to the Acquired Companies as of the
        Closing Date (calculated immediately prior to Closing), the sum of all
        obligations of the Acquired Companies to Third-Party Lenders for borrowed
        money,
        including any current portions thereof.

       

      “Lowest
        Cost Response” means the response required or allowed under Environmental
        Laws that addresses the condition present at the lowest cost (considered
        as a
        whole taking into consideration any material negative impact such response
        may
        have on the operations of the relevant Acquired Assets and any potential
        material additional costs or liabilities that may likely arise as a result
        of
        such response) as compared to any other response that is required or allowed
        under Environmental Laws.  The Lowest Cost Response shall not include
        (i) the costs of BreitBurn’s or any of its Affiliate’s employees, project
        manager(s) or

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      attorneys,
        (ii) expenses for matters that are “costs of doing business,” e.g., those costs
        that would ordinarily be incurred in the day-to-day operations of the Acquired
        Assets, or in connection with permit renewal/amendment activities, maintenance
        on active RCRA management units, and operation and oversight of active RCRA
        management units, (iii) overhead costs of BreitBurn or its Affiliates, (iv)
        costs and expenses that would not have been required under Environmental
        Laws as
        they exist on the date of this Agreement, (v) costs or expenses incurred
        in
        connection with remedial or corrective action that is designed to achieve
        standards that are more stringent than those required for similar facilities
        or
        that fails to reasonably take advantage of applicable risk reduction or risk
        assessment principles allowed under applicable Environmental Laws, and/or
        (vi)
        any costs or expenses relating to the assessment, remediation, removal,
        abatement, transportation and disposal of any asbestos, asbestos containing
        materials or NORM.

       

      “Material
        Adverse Effect” shall mean any change, inaccuracy, event, circumstance,
        effect, result, occurrence, condition or fact (whether or not foreseeable
        or
        known as of the date of this Agreement or covered by insurance, except to
        the
        extent that insurance proceeds would be applied to reduce the adverse effect
        therefrom pursuant to Section 9.4) that, individually or in the
        aggregate, has resulted in or given rise to, or would reasonably be expected
        to
        result in or give rise to, aggregate losses of $145,000,000 or more, suffered
        or
        incurred, or being suffered or incurred, by Quicksilver (with respect to
        the QRI
        Assets) or the Acquired Companies, or a material adverse effect on the ability
        of Quicksilver to consummate the transactions contemplated by this Agreement;
        provided, however, that none of the following shall be deemed
        to constitute a Material Adverse Effect:  (a) any effect resulting
        from entering into this Agreement or the announcement of the transactions
        contemplated by this Agreement; (b) any effect resulting from changes in
        general
        market, economic, financial or political conditions in the area in which
        the
        Business or the Acquired Assets are located, the United States or worldwide,
        or
        any outbreak of hostilities or war; (c) any effect resulting from a change
        in
        Law from and after the date of this Agreement; (d) any reclassification or
        recalculation of reserves in the ordinary course of business; (e) any change
        in
        the prices of Hydrocarbons; (f) any effect that affects the Hydrocarbon
        exploration, production, development, processing, gathering and/or
        transportation industry generally; and (g) any natural declines in Well
        performance.

       

      “Material
        Claim” and “Material Claims” shall each have the meaning specified in
Section 9.2(b)(iii).

       

      “Material
        Environmental Claim” and “Material Environmental Claims” shall each
        have the meaning specified in Section 6.14(b)(vi).

       

      “Material
        Title Claim” and “Material Title Claims” shall each have the meaning
        specified in Section 6.12(h).

       

      “Mercury”
        shall have the meaning specified in the Recitals.

       

      “Net
        Revenue Interest” (or “NRI”) means the undivided interest in
        Hydrocarbons produced, saved and marketed from or attributable to the applicable
        Well or well location, after deducting all royalties, overriding royalties,
        production payments, and other interests and burdens on the Hydrocarbons
        produced, saved and marketed therefrom, expressed as a percentage or a
        decimal.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      “Net
        Working Capital” shall mean, as of a specified date, the Current Assets less
        the Current Liabilities, as reflected on a consolidated balance sheet of
        the
        Transferred Companies  (expressed as a negative value if the Current
        Liabilities exceed the Current Assets; and expressed as a positive value
        if the
        Current Assets exceed the Current Liabilities).

       

      “Neutral
        Auditor” shall have the meaning specified in Section
        2.6.

       

      “NORM”
        shall have the meaning specified in Section 4.13.

       

      “Office
        and Storage Leases” shall have the meaning specified in the definition of
“Acquired Assets.”

       

      “O&G
        Interests” shall have the meaning specified in the definition of
“Acquired Assets.”

       

      “Oil
        and Gas Property” and “Oil and Gas Properties” shall each have the
        meaning specified in the definition of “Acquired Assets.”

       

      “Operating
        Expenses” shall mean Quicksilver’s obligation or liability for any expenses
        (including, without limitation, lease operating expense, drilling and completion
        costs, seismic costs, workover costs, capital expenditures, joint interest
        billings, and overhead charges under applicable operating agreements) or
        other
        liabilities which relate to the QRI Assets or are otherwise incurred by
        Quicksilver in connection with the ownership, operation, development or
        maintenance of the QRI Assets.

       

      “Order”
        shall mean any judicial judgment, decision, decree, order, settlement,
        injunction, writ, stipulation, determination or award, in each case to the
        extent binding and finally determined.

       

      “Owned
        Seismic” shall have the meaning specified in the definition of “Acquired
        Assets.”

       

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

       

      “Party”
        and “Parties” shall each have the meaning specified in the
        Preamble.

       

      “Permit”
        shall mean any license, franchise, registration, permit, order, approval,
        consent, waiver, variance, exemption or any other authorization of or from
        any
        Governmental Entity.

       

      “Permitted
        Liens” shall mean and include any of the following:

       

      (a)  royalties,
        non-participating royalties, overriding royalties, reversionary interests,
        and
        similar burdens upon, measured by, or payable out of production if the net
        cumulative effect of such burdens does not operate to reduce the Net Revenue
        Interest of Quicksilver and its Affiliates (including the Acquired Companies),
        in the aggregate, in any Well

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          
or
          well
          location (or the specified zone(s) therein) to an amount less than the
          Net
          Revenue Interest set forth on Exhibit A-1 therefor, and do not obligate
          Quicksilver and its Affiliates (including the Acquired Companies), in the
          aggregate, to bear a Working Interest for such Well or well location (or
          the
          specified zone(s) therein) in an amount greater than the Working Interest
          set
          forth on Exhibit A-1 therefor unless the Net Revenue Interest for such
          Well or well location is proportionately increased;

      

       

      (b)  preferential
        rights to purchase and required third party consents to assignments and similar
        agreements;

       

      (c)  liens
        for
        taxes or assessments not yet due or delinquent or, if delinquent, that are
        being
        contested in good faith in the normal course of business;

       

      (d)  Customary
        Post-Closing Consents;

       

      (e)  conventional
        rights of reassignment;

       

      (f)  such
        Title Defects as BreitBurn may have waived (or be deemed to have
        waived);

       

      (g)  obligations,
        liabilities and restrictions imposed under any Law, as well as any rights
        reserved to or vested in any Governmental Entity: (i) to control or
        regulate any of the Acquired Assets or the Transferred Companies in any manner;
        (ii) to purchase, condemn, expropriate, or recapture or to designate a purchaser
        of any of the Acquired Assets; (iii) to use such property in a manner which
        does not materially impair the use of such property for the purposes for
        which
        it is currently owned and operated and (iv) to enforce any obligations or
        duties affecting the Acquired Assets or the Transferred Companies to any
        Governmental Entity, with respect to any franchise, grant, license, Permit
        or
        applicable Law;

       

      (h)  rights
        of
        a common owner of any interest in rights-of-way or easements currently held
        by
        Quicksilver or its Affiliates (including the Acquired Companies), as the
        case
        may be, and such common owner as tenants in common or through common
        ownership;

       

      (i)  easements,
        conditions, covenants, restrictions, servitudes, permits, rights-of-way,
        surface
        leases and other rights in the Acquired Assets for the purpose of surface
        operations, roads, alleys, highways, railways, pipelines, transmission lines,
        transportation lines, distribution lines, power lines, telephone lines, and
        removal of timber, grazing, logging operations, canals, ditches, reservoirs,
        and
        other like purposes, or for the joint or common use of real estate,
        rights-of-way, facilities, and equipment, which do not materially impair
        the use
        of the Acquired Assets as currently owned and operated;

       

      (j)  zoning
        and planning ordinances and municipal regulations;

       

      (k)  vendors,
        carriers, warehousemen’s, repairmen’s, mechanics, workmen’s, materialmen’s,
        construction or other like liens arising in the ordinary course of business
        or
        incident to the construction or improvement of any property in respect of
        obligations which are not yet due or which are being contested in good faith
        by
        appropriate proceedings by or on behalf of Quicksilver or the Transferred
        Companies, as the case may be;

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

      (l)  Liens
        created under leases and/or operating agreements or by operation of Law in
        respect of obligations that are not yet due or that are being contested in
        good
        faith by appropriate proceedings by or on behalf of Quicksilver or the
        Transferred Companies, as the case may be;

       

      (m)  any
        encumbrance affecting the Wells, well locations or other Acquired Assets
        which
        is set forth under any Disclosed Contract, or is expressly assumed, bonded
        or
        paid by BreitBurn, or which is discharged at or prior to Closing;

       

      (n)  calls
        on
        production under (i) existing Contracts that provide that the holder of such
        call on production must pay an index-based price for any production purchased
        by
        virtue of such call on production and (ii) those Contracts identified on
        the
        Disclosure Schedules;

       

      (o)  any
        matters reflected, disclosed or referenced on Exhibits A-1, A-2,
A-3, A-4, A-5 or A-6;

       

      (p)  matters
        that would otherwise be considered Title Defects but are valued at less than
        $200,000;

       

      (q)  Imbalances
        associated with the Acquired Assets; and

       

      (r)  the
        terms
        and provisions of all leases, Contracts, or other agreements, instruments,
        obligations, defects, and irregularities affecting the Acquired Assets, that,
        individually, or in the aggregate, do not materially interfere with the
        operation or use of any of the Acquired Assets (as currently owned and
        operated), do not reduce the Net Revenue Interest of Quicksilver and its
        Affiliates (including the Acquired Companies), in the aggregate, in any Well
        or
        well location (or the specified zone(s) therein) to an amount less than the
        Net
        Revenue Interest set forth on Exhibit A-1 therefor, and do not obligate
        Quicksilver and its Affiliates (including the Acquired Companies), in the
        aggregate, to bear a Working Interest for such Well or well location (or
        the
        specified zone(s) therein) in an amount greater than the Working Interest
        set
        forth on Exhibit A-1 therefor (unless the Net Revenue Interest for such
        Well or well location is proportionately increased).

       

      “Person”
        shall mean an individual, corporation, partnership, limited liability company,
        association, trust, incorporated organization, or any other entity or group
        (as
        defined in Section 13(d)(3) of the Exchange Act).

       

      “Personal
        Property” shall have the meaning specified in the definition of “Acquired
        Assets.”

       

      “Pre-Closing
        Tax Period” shall mean any taxable period ending on or before the Closing
        Date or with respect to any taxable period that begins on or before the Closing
        Date and ends after the Closing Date, the portion of such taxable period
        ending
        on the Closing Date.

       

      “Preferential
        Purchase Right” shall have the meaning specified in Section
        6.13(a).

       

      “Preferential
        Right Property” shall have the meaning specified in Section
        6.13(b).

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

      “Preliminary
        Allocated Value” shall have the meaning specified in Section
        6.12(a).

       

      “Preliminary
        Settlement Statement” shall have the meaning specified in Section
        2.5(b).

       

      “Prime
        Rate” shall mean the annual rate of interest published from time to time as
        the “Prime Rate” in the “Money Rates” section of The Wall Street
        Journal.

       

      “QRI
        Assets” shall mean, collectively, those Acquired Assets that are directly
        owned or held by Quicksilver (and the term “QRI Assets” shall exclude any of the
        Acquired Assets that are directly owned or held by any of the Transferred
        Companies).

       

      “QRI
        Assets Equity Consideration” shall have the meaning specified in Section
        2.1(a).

       

      “Quicksilver”
        shall have the meaning specified in the Preamble.

       

      “Quicksilver
        Group” shall mean the affiliated group of corporations of which Quicksilver
        Resources Inc. is the common parent, which join in the filing of a consolidated
        federal income Tax Return (and any similar group under state law).

       

      “Quicksilver
        Indemnified Parties” shall have the meaning specified in Section
        9.3(a).

       

      “Quicksilver’s
        Auditor” shall have the meaning specified in Section
        6.15(a).

       

      “Quicksilver’s
        Deductible” shall have the meaning specified in Section
        9.2(b)(iii).

       

      “Quicksilver’s
        Policies” shall have the meaning specified in Section
        4.15.

       

      “Real
        Property Interests” shall have the meaning specified in the definition of
“Acquired Assets.”

       

      “Registration
        Rights Agreement” shall mean a Registration Rights Agreement substantially
        in the form attached hereto as Exhibit F.

       

      “Resolution
        Period” shall have the meaning specified in Section
        2.5(c).

       

      “Retained
        Liabilities” shall mean the following obligations of Quicksilver to the
        extent resulting or arising from, or attributable to, the use, ownership
        or
        operation of the QRI Assets by Quicksilver and attributable to periods prior
        to
        the Effective Time:

       

      (a)  any
        disposal or burial of Hazardous Materials by Quicksilver or any Person engaged
        by Quicksilver off the real property interests comprising the QRI
        Assets;

       

      (b)  all
        obligations and amounts owed to any Business Employees or other employees
        of
        Quicksilver relating to the employment of such individuals by Quicksilver
        or

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          
the
          terminations of employment of such individuals by Quicksilver, except
          obligations and amounts attributable to bodily injury, death or illness
          which
          are covered solely by clause (c) below;

      

       

      (c)  to
        the
        extent occurring prior to the Effective Time, any bodily injury to, death
        of or
        illness affecting (i) any Business Employee or other employee of Quicksilver
        relating to the employment of such individuals by Quicksilver or (ii) any
        other
        individual not employed by or relating to Quicksilver or BreitBurn to the
        extent
        such injury, death or illness is covered by or which, if properly reported,
        would be covered by any insurance maintained by or on behalf of Quicksilver
        with
        a third-party insurance provider, it being agreed that such injuries and
        illnesses which are of a continuous or ongoing nature and extend over the
        Effective Time shall be apportioned to the Retained Liabilities on the basis
        of
        the respective portions of the injury or illness suffered before the Effective
        Time, with Retained Liabilities including only that portion of the injury
        or
        illness suffered before the Effective Time; provided, however, that
        Retained Liabilities shall not in any event include any Environmental
        Liabilities;

       

      (d)  all
        obligations and liabilities owed to any Business Employees or other employees
        of
        Quicksilver arising under any employee benefit or welfare plan maintained
        by
        Quicksilver;

       

      (e)  all
        obligations and liabilities resulting from or arising out of the audits listed
        on Schedule 1.1;

       

      (f)  all
        obligations and liabilities of Quicksilver for income Taxes attributable
        to the
        QRI Assets;

       

      (g)  all
        obligations and liabilities relating to or arising under the Contracts described
        in item 1 and item 2 of Schedule 4.8; and

       

      (h)  any
        third
        party property damage which, if properly reported, would be covered by any
        insurance maintained by or on behalf of Quicksilver with a third-party insurance
        provider; provided, however, that Retained Liabilities shall not in any
        event include any Environmental Liabilities.

       

      “Saginaw”
        shall have the meaning specified in Section 4.11(g).

       

      “SEC”
        shall have the meaning specified in Section 6.15(a).

       

      “Securities
        Act” shall have the meaning specified in Section 5.5.

       

      “Section
        754 Consents” shall have the meaning specified in Section
        10.11.

       

      “Section
        754 Election” shall have the meaning specified in Section
        4.11(g).

       

      “Special
        Financial Statements” shall have the meaning specified in Section
        6.15(a).

       

      “Subject
        Contracts” shall have the meaning specified in Section
        6.23(c).

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

      “Subsidiary”
        of any Person shall mean any corporation, partnership, joint venture or other
        legal entity of which such Person (either alone or through or together with
        any
        other Subsidiary), owns, directly or indirectly, 50% or more of the stock
        or
        other equity interests the holder of which is generally entitled to vote
        for the
        election of the board of directors or other governing body of such corporation,
        partnership, joint venture or other legal entity.

       

      “Survival
        Period” shall have the meaning specified in Section
        9.1(a).

       

      “Suspended
        Funds” shall mean those proceeds from the sale of Hydrocarbons attributable
        to the Acquired Assets and payable to owners of working interests, royalties,
        overriding royalties and other similar interests that are held by Quicksilver
        in
        suspense as of the Closing Date, including, without limitation, royalty proceeds
        held in suspense.

       

      “Target
        Net Working Capital Amount” shall mean $0.00.

       

      “Tax”
        shall mean any and all federal, state, local, foreign and other taxes, levies,
        fees, imposts and duties of whatever kind (including any interest, penalties
        or
        additions to the tax imposed in connection therewith or with respect thereon),
        including taxes imposed on, or measured by, income, franchise, profits or
        gross
        receipts, alternative minimum taxes, estimated taxes and also ad valorem,
        value
        added, sales, use, service, real or personal property, capital stock, business
        license, license, payroll, withholding, employment, social security, workers’
compensation, unemployment, compensation, utility, severance, production,
        excise, stamp, occupation, premium, windfall profits, real estate transfer,
        transfer and gains taxes, customs, tariffs, imposts assessments, obligation
        and
        charges of the same or of a similar nature to any of the foregoing, and
        including any liability for any of the foregoing items that arises by reason
        of
        a contract, assumption, transferee or successor liability, operation of law,
        Treasury Regulation section 1.1502-6 (or any predecessor or successor thereof
        or
        any analogous provision under state, local or other law) or
        otherwise.

       

      “Tax
        Allocated Value” and “Tax Allocated Values” shall each have the
        meaning specified in Section 10.4.

       

      “Tax
        Claim” shall have the meaning specified in Section
        10.9(a).

       

      “Tax
        Construct” shall have the meaning specified in Section
        10.5.

       

      “Taxing
        Authority” shall mean, with respect to any Tax, the Governmental Entity or
        political subdivision thereof that imposes such Tax, and the agent (if any)
        charged with the collection of such Tax for such Governmental Entity or
        subdivision.

       

      “Tax
        Items” shall have the meaning specified in Section
        10.1(d).

       

      “Tax
        Return” shall mean any return, report, exhibit, schedule, information return
        or statement and other documentation (including any additional or supporting
        material, attachment, amendment or supplement thereto) filed or maintained,
        or
        required to be filed or maintained, in connection with the calculation,
        determination, assessment or collection of any Tax and shall include an amended
        return or claim for refund.

       

      “Terra”
        shall have the meaning specified in the Recitals.

       

      “Third-Party
        Approvals” shall mean any approval, consent, waiver, variance, exemption or
        any other authorization of or from any Person that is not a Governmental
        Entity.

       

      “Third-Party
        Lender” shall mean any Person who is not BreitBurn, Quicksilver, or any of
        the Transferred Companies.

       

      “Title
        Arbitrator” shall have the meaning specified in Section
        6.12(i).

       

      “Title
        Benefit” shall mean any right, circumstance or condition that operates (a)
        to increase the Net Revenue Interest of Quicksilver and its Affiliates
        (including the Acquired Companies), in the aggregate, in any Well or well
        location (or the specified zone(s) therein), above that shown therefor in
        Exhibit A-1, to the extent the same does not cause a greater than
        proportionate increase in the applicable Working Interest therefor, or (b)
        to
        decrease the Working Interest of Quicksilver and its Affiliates (including
        the
        Acquired Companies), in the aggregate, in any Well or well location (or the
        specified zone(s) therein), below that shown for the same in Exhibit A-1,
        to the extent the same causes a decrease in the Working Interest of Quicksilver
        and its Affiliates (including the Acquired Companies), in the aggregate,
        that is
        proportionately greater than the decrease in the applicable Net Revenue Interest
        therefor.

       

      “Title
        Benefit Amount” shall have the meaning specified in Section
        6.12(e).

       

      “Title
        Benefit Notice” shall have the meaning specified in Section
        6.12(b).

       

      “Title
        Claim Date” shall have the meaning specified in Section
        6.12(a).

       

      “Title
        Defect” means, with respect to the Acquired Assets, any particular defect in
        or failure of ownership that causes Quicksilver and its Affiliates (including
        the Acquired Companies), in the aggregate, to not have Defensible Title thereto
        as of the Effective Time; provided, however, that the following shall
NOT be considered Title Defects:

       

      (a)  defects
        in the chain of title consisting of the failure to recite marital status
        in a
        document or omissions of successions of heirship or estate proceedings, unless
        BreitBurn provides affirmative evidence that such failure or omission has
        resulted in another Person’s superior claim of title to the relevant Acquired
        Assets;

       

      (b)  defects
        arising out of lack of survey, unless a survey is expressly required by
        applicable Law;

       

      (c)  defects
        arising out of lack of evidence of record of corporate or other authorization
        or
        approval, unless BreitBurn provides affirmative evidence that such corporate
        or
        other entity action was not authorized and results in another Person’s superior
        claim of title to the relevant Acquired Assets;

       

      (d)  defects
        that have been cured by applicable Law of limitations or
        prescription;

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

      (e)  defects,
        irregularities or matters affecting title which arose or resulted from
        occurrences, conditions or events happening ten (10) years or more prior
        to the
        Effective Time and for which no written claim or demand relating thereto
        has
        been received by Quicksilver or the Acquired Companies from any third parties;
        and

       

      (f)  defects
        or irregularities resulting from or related to probate proceedings or the
        lack
        of evidence of record thereof which defects or irregularities have been
        outstanding for five years or more.

       

      “Title
        Defect Amount” shall have the meaning specified in Section
        6.12(d)(i).

       

      “Title
        Defect Notice” and “Title Defect Notices” shall each have the meaning
        specified in Section 6.12(a).

       

      “Title
        Defect Property” shall have the meaning specified in Section
        6.12(a).

       

      “Title
        Indemnity Agreement” shall mean an indemnity agreement from Quicksilver to
        BreitBurn, in a form mutually satisfactory to BreitBurn and Quicksilver,
        pursuant to which Quicksilver would agree to indemnify BreitBurn against
        third-party claims of title regarding a particular Title Defect, as contemplated
        in Section 6.12(d)(iii); provided, however, that under no
        circumstances shall Quicksilver’s aggregate liability thereunder exceed the
        Preliminary Allocated Value for the Title Defect Property made the subject
        thereof.

       

      “Total
        Consideration” shall have the meaning specified in Section
        10.4.

       

      “Transferred
        Companies” shall mean the Acquired Companies, together with Quicksilver’s
        rights, titles and interests in WCGP.

       

      “Transferred
        Company Liabilities” shall mean all obligations and liabilities of any kind
        whatsoever of the Transferred Companies arising from or relating to the
        Interests, the Acquired Assets or the Business, whether known or unknown,
        liquidated or contingent, and regardless of whether the same are deemed to
        have
        arisen, accrued or are attributable to periods prior to, on or after the
        Effective Time, including, without limitation obligations and liabilities
        of the
        Transferred Companies concerning: (a) the use, ownership or operation of
        the
        Acquired Assets and the other Interests, (b) any obligations under or relating
        to any Contracts, (c) furnishing makeup Hydrocarbons and/or settling and
        paying
        for Imbalances according to the terms of applicable operating agreements,
        gas
        balancing agreements, Hydrocarbon sales, processing, gathering or transportation
        Contracts, and other Contracts, (d) paying all obligations owed to working
        interest, royalty, overriding royalty and other interest owners and operators
        relating to the Acquired Assets or the other Interests, including their share
        of
        any revenues or proceeds attributable to production or sales of Hydrocarbons,
        (e) properly plugging, re-plugging and abandoning any and all Wells (including
        inactive wells or temporarily abandoned wells) drilled on the Acquired Assets
        or
        otherwise attributable or allocable thereto pursuant to the Contracts, (f)
        any
        obligation or liability for the dismantling, decommissioning, abandoning
        and
        removing of any Wells, Fixed Facilities or Personal Property of whatever
        kind
        related to or associated with operations and activities conducted by whomever,
        (g) any obligation or liability for the cleaning up, restoration and/or
        remediation of the premises covered by or related to the Acquired Assets
        or the
        other Interests in accordance with applicable Contracts, Laws and
        all

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          
Environmental
          Laws and (h) any obligation or liability regarding the Bonds or Permits;
          provided, that the Transferred Company Liabilities do not include any
          obligations or liabilities of the Transferred Companies to the extent that
          they
          are attributable to or arise out of the ownership, use or operation of
          the
          Excluded Assets; provided, however, the following obligations and
          liabilities of the Transferred Companies shall be excluded from Transferred
          Company Liabilities to the extent arising from or relating to the Acquired
          Assets owned by the Transferred Companies attributable to periods prior
          to the
          Effective Time:

      

       

      (i)           all
        obligations and liabilities resulting from or arising out of the audits listed
        on Schedule 1.1;

       

      (ii)           any
        bodily injury to, death of or illness affecting any individual not employed
        by
        or relating to Quicksilver or BreitBurn to the extent such injury, death
        or
        illness is covered by or which, if properly reported, would be covered by
        any
        insurance maintained by or on behalf of Quicksilver with a third-party insurance
        provider, it being agreed that such injuries and illnesses which are of a
        continuous or ongoing nature and extend over the Effective Time shall be
        apportioned to the Transferred Company Liabilities on the basis of the
        respective portions of the injury or illness suffered after the Effective
        Time,
        with Transferred Company Liabilities including only that portion of the injury
        or illness suffered after the Effective Time; provided, however, that
        this exclusion from Transferred Company Liabilities shall not in any event
        include any Environmental Liabilities;

       

      (iii)           all
        obligations and liabilities relating to or arising under the Contracts described
        in item 1 and item 2 of Schedule 4.8; and

       

      (iv)           any
        third party property damage which, if properly reported, would be covered
        by any
        insurance maintained by or on behalf of a Transferred Company with a third-party
        insurance provider; provided, however, that this exclusion from
        Transferred Company Liabilities shall not in any event include any Environmental
        Liabilities.

       

      “Transfer
        Taxes” shall have the meaning specified in Section 10.3.

       

      “Transition
        Services Agreement” shall mean a Transition Services Agreement substantially
        in the form attached hereto as Exhibit E.

       

      “Treasury
        Regulations” shall mean the regulations promulgated by the United States
        Department of the Treasury pursuant to and in respect of provisions of the
        Code.  All references herein to sections of the Treasury Regulations
        shall include any corresponding provision or provisions of succeeding, similar,
        substitute or final Treasury Regulations.

       

      “TWPP”
        shall have the meaning specified in Section 4.11(g).

       

      “Unitholders”
        shall mean the holders of Common Units.

       

      “Venture
        Interest Assignments” shall mean the contribution agreement, in
        substantially the form attached hereto as Exhibit C-2, from
        Quicksilver to BreitBurn, pursuant to which Quicksilver contributes and assigns
        all of its rights, titles and interests in and to the Transferred
        Companies.

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

      “WARN”
        shall have the meaning specified in Section 6.6.

       

      “WCGP”
        shall have the meaning specified in the Recitals.

       

      “Well”
        and “Wells” shall each have the meaning specified in the definition of
“Acquired Assets.”

       

      “Working
        Interest” (or “WI”) means that share of the costs and expenses for
        exploration, maintenance, development and operations attributable to
        Quicksilver’s and its Affiliates’ (including the Acquired Companies’), in the
        aggregate, interest in the applicable Well or well location, expressed as
        a
        percentage or a decimal.

       

      Section
        1.2  Interpretation.  When
        reference is made in this Agreement to an “Article”, a “Section”, an “Exhibit”
or a “Schedule”, such reference shall be to an Article, a Section, an Exhibit or
        a Schedule of this Agreement unless otherwise indicated.  The headings
        contained in this Agreement are for convenience of reference purposes only
        and
        shall not affect in any way the meaning or interpretation of this
        Agreement.  For purposes of this Agreement, (a) words defined in
        the singular will have the corresponding meanings in the plural and vice
        versa,
        (b) words of one gender shall be deemed to include the other gender as the
        context requires, (c) if a word is defined as one part of speech (such as a
        noun), it shall have a corresponding meaning when used as another part of
        speech
        (such as a verb), (d) the terms “hereof”, “herein”, “herewith” and
“hereunder” and words of similar import shall, unless otherwise stated, be
        construed to refer to this Agreement as a whole and not to any particular
        provision of this Agreement, (e) the words “include”, “includes” and
“including” shall be deemed to be followed by the words “without limitation” and
        (f) captions to articles, sections and subsections of, and schedules and
        exhibits to, this Agreement are included for convenience and reference only
        and
        shall not constitute a part of this Agreement or affect the meaning or
        construction of any provision hereof.  This Agreement shall be
        construed without regard to any presumption or rule requiring construction
        or
        interpretation against the Party drafting or causing any instrument to be
        drafted.  As used in this Agreement, the phrase “well location” shall
        be deemed to refer to the Oil and Gas Property relating to each “POSS”, “PUD”,
“PROB” or “ORRI” listed under the column entitled “INT TYPE” on Exhibit
        A-1 and such Oil and Gas Property shall be treated as if an oil and gas
        well
        had been drilled and completed on such Oil and Gas Property and was in existence
        as of the date of this Agreement.

       

      Section
        1.3  WCGP.  Notwithstanding
        anything stated in this Agreement to the contrary, any reference to “WCGP” (or
        to WCGP’s assets, interests, obligations or liabilities) shall mean and refer
        only to Quicksilver’s ownership therein, being a 5.5385% limited partnership
        interest in WCGP; and any calculations under this Agreement regarding WCGP,
        as
        well as any representations, covenants, calculations, liabilities, claims
        or
        interests relating to WCGP, shall be proportionately reduced to reflect
        Quicksilver’s ownership interest therein.  Without limiting the
        generality of the immediately prior sentence, this proportionate reduction
        shall
        apply with regard to calculations of the Net Working Capital, Current Assets,
        Current Liabilities and Closing Cash, as well as with regard to Quicksilver’s
        indemnification liability concerning any breach of any representations,
        warranties, or covenants, insofar as the same relate to
        WCGP.  Further: (a) to the extent that Quicksilver makes any
        representations or warranties regarding WCGP under this Agreement or in any
        certificate, instrument or document delivered in

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          
connection
          herewith, such representation and warranty shall be deemed to have been
          made
          only to the Knowledge of Quicksilver; and (b) to the extent that Quicksilver
          covenants or agrees to cause WCGP to take or refrain from taking any actions,
          such covenant and agreement shall be deemed to only require Quicksilver
          to use
          its good faith efforts to vote its equity interest in such entity (to the
          extent
          any vote is permitted) with regard to such matters and it is acknowledged
          that
          Quicksilver may not, in fact, be able to cause such entity to take or refrain
          from taking any actions.

      

       

      ARTICLE
        II

      CONSIDERATION;
        CLOSING

       

      Section
        2.1  Contribution.

       

      (a)  Agreement
        of Contribution; Consideration.  Subject to and in accordance with
        the terms and conditions of this Agreement, Quicksilver hereby agrees to
        contribute to BreitBurn, and BreitBurn hereby agrees to acquire from
        Quicksilver, (i) the QRI Assets in exchange for Seven Hundred Fifty Million
        Dollars ($750,000,000) (provided, BreitBurn may increase such cash consideration
        by notice to Quicksilver no later than the third (3rd) Business
        Day
        preceding the scheduled Closing Date), plus 10,216,529 Common Units (the
“QRI
        Assets Equity Consideration”), and (ii) the Equity Interests in exchange for
        11,131,443 Common Units (the “Equity Interests Equity Consideration”)
        (collectively, the “Initial Consideration”), as adjusted in accordance
        with the other terms of this Agreement.  The number of Common Units
        comprising the Equity Consideration was established by Quicksilver and BreitBurn
        based on the closing price of the Common Units as of August 24,
        2007.  The number of Common Units included in the Equity Consideration
        multiplied by the closing price of the Common Units on August 24, 2007, when
        added to $750,000,000 in cash consideration, equals $1,450,000,000.

       

      (b)  Closing
        Date Consideration; Final Consideration.

       

      (i)  At
        Closing, BreitBurn shall pay to Quicksilver, in accordance with Section
        2.1(b)(ii) below, the Initial Consideration, adjusted as
        follows: (i) plus or minus the adjustments set forth in Sections 2.3-2.6
        below, (ii) plus or minus the adjustments, if any, set forth in Section
        6.12, (iii) minus the adjustments, if any, set forth in Section 6.13,
        and (iv) minus the adjustments, if any, set forth in Section 6.14 (the
        Initial Consideration, as so adjusted at Closing, is herein referred to as
        the
“Closing Date Consideration”).  The Closing Date Consideration
        shall be further adjusted post-Closing in accordance with the terms of
Sections 2.5-2.6 (the Closing Date Consideration, as so adjusted, the
“Final Consideration”).  Any upward or downward adjustment to
        be made pursuant to clauses (i) through (iv) above shall be made by increasing
        or reducing (as applicable) the Equity Interests Equity Consideration by
        a
        number of Common Units determined by dividing (A) the difference between
        the
        Initial Consideration and the Closing Date Consideration, by (B) $32.79;
        provided, if either such adjustment involves an increase in the Initial
        Consideration or Closing Date Consideration, BreitBurn may elect to pay such
        increase in cash.

       

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

      (ii)  The
        Closing Date Consideration shall be paid as follows: (A) Seven Hundred Fifty
        Million Dollars ($750,000,000) (or such greater amount as may be designated
        by
        BreitBurn pursuant to a notice given to Quicksilver pursuant to Section
        2.1(a)(i)) of the Closing Date Consideration shall be paid via wire transfer
        of
        immediately available funds to the account(s) designated by Quicksilver (the
        “Cash Consideration”); and (B) the remainder of the Closing Date
        Consideration shall be paid through the issuance of the QRI Assets Equity
        Consideration and the Equity Interests Equity Consideration; provided, if
        the
        Cash Consideration exceeds $750,000,000 (such excess being herein referred
        to as
“Additional Cash Consideration”), the QRI Assets Equity Consideration
        shall be reduced by a number of Common Units determined by dividing the
        Additional Cash Consideration by $32.79.

       

      (iii)  If
        the
        number of Common Units comprising the Equity Consideration does not result
        in a
        whole number then it shall be rounded up to the nearest whole number of Common
        Units.  If BreitBurn Parent shall at any time prior to the Closing
        subdivide its Common Units, by split-up or otherwise, or combine its Common
        Units, or issue additional Common Units as a dividend or distribution with
        respect to any Common Units, appropriate adjustments shall be made to the
        number
        of Common Units issuable to Quicksilver hereunder.  Quicksilver shall
        designate in writing the account(s) for payment of the Cash Consideration
        at
        least three (3) days prior to Closing.

       

      Section
        2.2  Deposit.

       

      (a)  Concurrently
        with the execution of this Agreement, BreitBurn has deposited by wire transfer
        in same day funds into escrow with Quicksilver the sum of Thirty-Five Million
        Dollars ($35,000,000) (the “Deposit”).  If Closing occurs, the
        Deposit shall be applied toward (and thus shall be deemed the payment by
        BreitBurn of an equivalent amount of) the Cash Consideration at Closing,
        without
        any interest earned thereon.

       

      (b)  If
        (i) all conditions precedent to the obligations of BreitBurn to consummate
        the transactions contemplated by this Agreement set forth in Article VII
        have been met, and (ii) this Agreement is terminated prior to Closing for
        reasons described in Section 8.1(e), then, in such event, Quicksilver
        shall be entitled to recover from BreitBurn an amount equal to the Damages
        Quicksilver suffers as a result of such termination and shall have the right,
        upon such termination, to retain the Deposit, and if the amount of such Damages
        determined by a court of competent jurisdiction or by the mutual agreement
        of
        the Parties (x) is equal to or in excess of the Deposit, apply the Deposit
        toward the amount of such Damages so determined or (y) is less than the Deposit,
        promptly return to BreitBurn an amount equal to the amount by which the Deposit
        exceeds such Damages.

       

      (c)  If
        this
        Agreement is terminated prior to Closing, for any reason described in Section
        8.1 (other than Section 8.1(e)), then within five (5) Business Days
        following such termination, BreitBurn shall be entitled to the return and
        delivery of the Deposit, without any interest or earnings thereon; and except
        as
        expressly set forth in Article VIII, BreitBurn and

      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          
Quicksilver
          shall thereafter have no further liability or obligation to each other
          with
          regard to this Agreement or the transactions covered hereby.

      

       

      Section
        2.3  Adjustments
        to Initial Consideration Regarding QRI Assets and Certain Other
        Adjustments.  The
        Initial Consideration shall be adjusted with regard to the QRI Assets as
        follows:

       

      (a)  At
        Closing the Initial Consideration shall be adjusted upward by the following
        amounts (without duplication):

       

      (i)  an
        amount
        equal to the value of all Hydrocarbons attributable to the QRI Assets in
        storage
        or existing in stock tanks, pipelines, plants and/or platforms (including
        inventory) as of the Effective Time, with the value to be based upon the
        Contract price in effect as of the Effective Time (or the market value, if
        there
        is no Contract price, in effect as of the Effective Time), less amounts payable
        as royalties, overriding royalties, and other burdens upon, measured by,
        or
        payable out of such production, and less amounts of any severance taxes deducted
        by the purchaser of such production;

       

      (ii)  an
        amount
        equal to all Operating Expenses, capital expenditures and other costs and
        expenses paid by Quicksilver that are attributable to the QRI Assets from
        and
        after the Effective Time, whether paid before or after the Effective Time,
        including, without limitation, (A) insurance premiums and premiums for the
        Bonds paid by or on behalf of Quicksilver for periods from and after the
        Effective Time, (B) royalties or other burdens upon, measured by or payable
        out of proceeds of production, (C) rentals and other lease maintenance
        payments and (D) ad valorem, property, severance and production taxes and
        any other Taxes (exclusive of income taxes) based upon or measured by the
        ownership of the QRI Assets, the production of Hydrocarbons, or the receipt
        of
        proceeds therefrom;

       

      (iii)  if
        Quicksilver is the operator under a joint operating agreement covering any
        of
        the QRI Assets, an amount equal to the costs and expenses paid by Quicksilver
        on
        behalf of the other joint interest owners that are attributable to the periods
        from and after the Effective Time;

       

      (iv)  without
        duplication of any other amounts set forth in this Section 2.3(a), the
        amount of all Tax, if any, prorated to BreitBurn in accordance with this
        Agreement but paid by Quicksilver;

       

      (v)  to
        the
        extent that Quicksilver or any of its Affiliates (including any Acquired
        Company) is underproduced or has an over-delivered position with respect
        to any
        Acquired Asset as of the Effective Time, as complete and final settlement
        between Quicksilver and BreitBurn with respect to all such Imbalances (but
        without limiting BreitBurn’s assumption of the Assumed Liabilities), the sum of
        the Gas Strip Price per MMBTU included in such Imbalances; and

       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

      (vi)  any
        other
        amount provided for elsewhere in this Agreement or otherwise agreed upon
        by
        Quicksilver and BreitBurn.

       

      (b)  At
        Closing, the Initial Consideration shall be adjusted downward by the following
        amounts (without duplication):

       

      (i)  without
        duplication of any other amounts set forth in this Section 2.3(b)(i), the
        amount of all Tax, if any, prorated to Quicksilver in accordance with this
        Agreement but payable by BreitBurn;

       

      (ii)  to
        the
        extent that Quicksilver or any of its Affiliates (including any Acquired
        Company) is overproduced or has an under-delivered position with respect
        to any
        Acquired Asset as of the Effective Time, as complete and final settlement
        between Quicksilver and BreitBurn with respect to all such Imbalances (but
        without limiting BreitBurn’s assumption of the Assumed Liabilities), the sum of
        the Gas Strip Price per MMBTU included in such Imbalances;

       

      (iii)  an
        amount
        equal to the Suspended Funds, as contemplated in Section 2.8;
        and

       

      (iv)  any
        other
        amount provided for elsewhere in this Agreement regarding the QRI Assets
        or
        otherwise agreed upon by Quicksilver and BreitBurn.

       

      Section
        2.4  Adjustment
        to Initial Consideration Regarding Transferred Companies.  Not
        less than three (3) Business Days prior to the Closing Date, Quicksilver
        shall
        deliver to BreitBurn, in the Preliminary Settlement Statement, Quicksilver’s
        good faith estimate of the following, as of the close of business on the
        Closing
        Date:  (a) the Net Working Capital of the Transferred Companies
        (the “Estimated Net Working Capital”) and (b) all of the cash and
        cash equivalents of the Transferred Companies as of the Closing Date (excluding
        cash proceeds received with respect to any casualty event or loss incurred
        on or
        after the date hereof and prior to the Effective Time and any cash to be
        eliminated at Closing pursuant to Section 6.7) (collectively, the
“Estimated Cash”).  At Closing, the Initial Consideration shall
        be (x) increased or decreased by the amount of the Estimated Net Working
        Capital
        Adjustment, as the case may be, depending on whether the Estimated Net Working
        Capital Adjustment is a positive or negative number and (y) increased by
        the
        amount of the Estimated Cash.

       

      Section
        2.5  Adjustment
        Methodology; Preliminary Settlement Statement; Final Settlement
        Statement.

       

      (a)  Actual
        Figures and Estimates.  For purposes of the adjustments described
        in this Article II, when available, actual figures will be used for all
        adjustments to the Initial Consideration at Closing.  To the extent
        actual figures are not available, estimates will be used subject to final
        adjustments in accordance with the terms hereof.

       

      (b)  Preliminary
        Settlement Statement. Not less than three (3) Business
        Days prior to Closing, Quicksilver shall prepare and submit to BreitBurn
        for
        review a draft settlement statement that shall set forth the Closing Date
        Consideration, reflecting each adjustment to the Initial Consideration made
        in
        accordance with Sections 2.3, 2.4, 6.12, 6.13 and
6.14, the

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          
calculation
          of the adjustments used to determine such amounts (including, without
          limitation, a statement of the adjustments contemplated under Section
          2.3, a statement of the Estimated Net Working Capital and Estimated Cash,
          adjustments relative to Title Defects and Title Benefits, adjustments relative
          to Environmental Defects, and any adjustments attributable to the pre-Closing
          exercise of any Preferential Purchase Rights, as described in Section
          6.13) (the “Preliminary Settlement Statement”).  Within
          two (2) Business Days of receipt of the Preliminary Settlement Statement,
          BreitBurn will deliver to Quicksilver a written report containing all changes
          with the explanation therefor that BreitBurn proposes to be made to the
          Preliminary Settlement Statement.  The Preliminary Settlement
          Statement, as agreed upon by the Parties, will be used to adjust the Initial
          Consideration at Closing; provided, however, that to the extent the
          Parties do not mutually agree, then the Parties shall utilize the Preliminary
          Settlement Statement submitted by Quicksilver, solely for purposes of
          calculating the Closing Date Consideration.

      

       

      (c)  Final
        Settlement Statement.  On or before one hundred twenty (120) days
        after Closing, BreitBurn shall prepare and deliver to Quicksilver a proposed
        final settlement statement (the “Final Settlement Statement”), setting
        forth (i) all adjustments contemplated under Sections 2.3 and 2.4,
        based on actual income, expenses and other amounts contemplated in Sections
        2.3 and 2.4; and (ii) BreitBurn’s calculation, as of the Closing
        Date, of: (A) Net Working Capital of the Transferred Companies (the
“Closing Net Working Capital”) and (B) all of the cash and cash
        equivalents of the Transferred Companies (excluding cash proceeds received
        with
        respect to any casualty event or loss incurred on or after the date hereof
        and
        any cash to be eliminated at Closing pursuant to Section 6.7)
        (collectively, the “Closing Cash”); and (iii) any further payments
        required under Sections 6.12, 6.13 or 6.14, if
        any.  BreitBurn shall at Quicksilver’s request promptly deliver to
        Quicksilver reasonable documentation available to support any credit, charge,
        receipt or other item included in the Final Settlement Statement.  As
        soon as practicable, and in any event within thirty (30) days, after
        receipt of the Final Settlement Statement, Quicksilver shall return a written
        report containing any proposed changes to the Final Settlement Statement
        and an
        explanation of any such changes and the reasons therefor (the “Dispute
        Notice”).  Within twenty (20) days following the date of delivery
        of the Dispute Notice (the “Resolution Period”), the Parties shall
        attempt to agree on all items in the Final Settlement Statement and any proposed
        changes to the Final Settlement Statement set forth in the Dispute
        Notice.  If the Final Settlement Statement (including proposed changes
        thereto) is mutually agreed upon by Quicksilver and BreitBurn in writing,
        the
        Final Settlement Statement (including any changes mutually agreed upon by
        Quicksilver and BreitBurn in writing), shall be final and binding on the
        Parties.  Any disputes with respect to the items in the Final
        Settlement Statement and the Dispute Notice raised in writing prior to the
        end
        of the Resolution Period shall be resolved in accordance with Section 2.6
        below.  Any disputes with respect to the items in the Final Settlement
        Statement and the Dispute Notice that are not raised in writing by BreitBurn
        or
        Quicksilver prior to the end of the Resolution Period shall be waived, except
        disputes with respect to Title Defects, Environmental Defects, Taxes and
        other
        matters that are expressly provided to be determined pursuant to other
        provisions of this Agreement.  Any difference in the Closing Date
        Consideration as paid at Closing pursuant to the Preliminary Settlement
        Statement and the amounts set forth in the Final Adjustment Statement (as
        defined in Section 2.6) shall be paid by the owing Party to the owed
        Party within ten (10) days following the date on which (x) the Final
        Adjustment Statement is mutually agreed upon by Quicksilver and BreitBurn
        or (y)
        the final determination is made by the Neutral Auditor in accordance with
        Section 2.6, as applicable.

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

       

      All
        amounts paid pursuant to this Section 2.5(c) shall be delivered in United
        States currency by wire transfer of immediately available funds to the account
        specified in writing by the relevant Party.  Payments due under this
Section 2.5(c) shall be paid to the applicable Party together with
        interest at the Interest Rate from, and including, the Closing Date to, but
        excluding, the date of payment.

       

      Section
        2.6  Disputes.  If
        after Closing, either Quicksilver or BreitBurn, as the case may be, timely
        notifies the other of any disputed items with regard to the post-Closing
        adjustments contemplated in Section 2.5(c) in accordance with the terms
        thereof, and if at the conclusion of the Resolution Period under Section
        2.5(c) Quicksilver and BreitBurn have not reached an agreement on such
        disputed items, then all items remaining in dispute, and not waived pursuant
        to
Section 2.5(c), shall be submitted by Quicksilver and BreitBurn to a
        nationally recognized independent auditor as to which the Parties shall
        reasonably agree within ten (10) days following the expiration of the Resolution
        Period (the “Neutral Auditor”).  All fees and expenses relating
        to the work, if any, to be performed by the Neutral Auditor pursuant to this
        Section 2.6 shall be borne fifty percent (50%) by Quicksilver and fifty
        percent (50%) by BreitBurn.  Except as provided in the preceding
        sentence, all other costs and expenses incurred by the Parties in connection
        with resolving any dispute hereunder before the Neutral Auditor shall be
        borne
        by the Party incurring such cost and expense.  The Neutral Auditor
        shall act as an arbitrator to determine only those items still in dispute
        at the
        end of the Resolution Period, and may not award damages or penalties to either
        Party with respect to any matter.  The Neutral Auditor shall not
        determine any matter required to be determined by the Title Arbitrator or
        the
        Independent Expert pursuant to Section 6.12 or Section
        6.14.  The Neutral Auditor shall conduct the arbitration
        proceedings in Dallas, Texas in accordance with the Commercial Arbitration
        Rules
        of the American Arbitration Association, to the extent such rules do not
        conflict with the terms of this Section.  In no event shall the
        Neutral Auditor’s determination be outside of the range of amounts claimed by
        the respective Parties with respect to those items in dispute.  The
        Parties shall instruct the Neutral Auditor to render its reasoned written
        decision as soon as practicable but in no event later than sixty (60) days
        after
        its engagement (which engagement shall be made no later than ten (10) Business
        Days after the end of the Resolution Period).  Such decision shall be
        set forth in a written statement delivered to Quicksilver and BreitBurn and
        shall be final, binding, conclusive and nonappealable for all purposes of
        this
        Agreement.  The term “Final Adjustment Statement” shall mean
        the definitive Final Settlement Statement, as the case may be, agreed to
        (or
        deemed agreed to) by Quicksilver and BreitBurn in accordance herewith or
        the
        definitive adjustments resulting from the determination made by the Neutral
        Auditor in accordance with this Section 2.6, in each case setting forth
        the final adjustments so determined.  Notwithstanding the foregoing,
        to the extent an amount in the Final Settlement Statement is based on estimated
        (rather than assessed) Taxes, the Parties’ respective obligations regarding such
        Taxes shall be adjusted and paid in accordance with the terms of this Agreement
        relating to such Taxes when the actual amount of such Taxes becomes
        known.

       

      Section
        2.7  Pre-Closing
        Distributions.  At
        any time and from time to time prior to Closing, including, without limitation,
        on the Closing Date, Quicksilver may cause any of the Transferred Companies
        to
        distribute all or any portion of cash and cash equivalents held by such
        Transferred Companies to Quicksilver.

       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

      Section
        2.8  Suspended
        Proceeds.  If
        Quicksilver is holding any Suspended Funds as of the Closing Date, then (i)
        in
        lieu of Quicksilver transferring these funds directly to BreitBurn at Closing,
        Quicksilver shall retain the Suspended Funds held in its accounts and the
        Initial Consideration shall be adjusted downward in accordance with Section
        2.3(b) above, and (ii) from and after Closing, BreitBurn shall be
        responsible for the proper payment and distribution of the Suspended Funds
        to
        those third parties entitled to receive the Suspended Funds and shall
DEFEND, INDEMNIFY AND HOLD HARMLESS Quicksilver from claims
        asserted by third parties arising from or related to administering the
        distribution of such Suspended Funds.

       

      Section
        2.9  Assumed
        Liabilities Regarding the Acquired Assets.  Upon
        Closing, BreitBurn assumes and hereby agrees to fulfill, perform, be bound
        by,
        pay and discharge (or cause to be fulfilled, performed, paid or discharged)
        all
        obligations and liabilities of any kind whatsoever of Quicksilver arising
        from
        or relating to the QRI Assets or the Business relating to the QRI Assets,
        whether known or unknown, liquidated or contingent, and regardless of whether
        the same are deemed to have arisen, accrued or are attributable to periods
        prior
        to, on or after the Effective Time, including, without limitation obligations
        and liabilities of Quicksilver concerning: (a) the use, ownership or operation
        of the QRI Assets, (b) any obligations under or relating to any Contracts,
        (c)
        furnishing makeup Hydrocarbons and/or settling and paying for Imbalances
        according to the terms of applicable operating agreements, gas balancing
        agreements, Hydrocarbon sales, processing, gathering or transportation
        Contracts, and other Contracts, (d) paying all obligations owed to working
        interest, royalty, overriding royalty and other interest owners and operators
        relating to the QRI Assets, including their share of any revenues or proceeds
        attributable to production or sales of Hydrocarbons, (e) properly plugging,
        re-plugging and abandoning any and all Wells (including inactive wells or
        temporarily abandoned wells) drilled on the QRI Assets or otherwise attributable
        or allocable thereto pursuant to the Contracts, (f) any obligation or liability
        for the dismantling, decommissioning, abandoning and removing of any Wells,
        Fixed Facilities or Personal Property of whatever kind related to or associated
        with operations and activities conducted with respect to the QRI Assets by
        whomever, (g) any obligation or liability for the cleaning up, restoration
        and/or remediation of the premises covered by or related to the QRI Assets
        in
        accordance with applicable Contracts, Law and all Environmental Laws and
        (h) any
        obligation or liability regarding the Bonds or Permits (all of the obligations
        and liabilities described in this Section 2.9 are collectively referred
        to as the “Assumed Liabilities”); provided, BreitBurn does not assume the
        Retained Liabilities or any obligations or liabilities of Quicksilver to
        the
        extent that they are attributable to or arise out of the ownership, use or
        operation of the Excluded Assets.

       

      Section
        2.10  Closing.  Unless
        this Agreement shall have been terminated and the transactions contemplated
        hereby shall have been abandoned pursuant to Article VIII, the closing of
        the contribution of the Interests contemplated by this Agreement (the
“Closing”) shall take place at the offices of Fulbright &
Jaworski L.L.P. in Houston, Texas, at 10:00 a.m., Houston, Texas time, on
        November 1, 2007, or if all conditions in Article VII to be satisfied
        prior to Closing have not yet been satisfied or waived, as soon thereafter
        as
        such conditions have been satisfied or waived (the actual date and time of
        Closing being the “Closing Date”).

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      

      Section
        2.11  Closing
        Deliveries of BreitBurn.  At
        Closing, BreitBurn shall deliver to Quicksilver:

       

      (a)  an
        amount
        equal to the Cash Consideration via wire transfer of immediately available
        funds;

       

      (b)  certificate(s)
        representing the Common Units comprising the Equity Consideration;

       

      (c)  a
        certificate from an authorized officer of BreitBurn, dated as of the Closing
        Date, certifying that the conditions set forth in Section 7.2(a) and
Section 7.2(b) have been satisfied;

       

      (d)  an
        incumbency certificate relating to the Person(s) executing any document on
        behalf of BreitBurn;

       

      (e)  a
        cross-receipt acknowledging the receipt of the Interests;

       

      (f)  evidence
        of approval of all of the Governmental Entities required by
        BreitBurn;

       

      (g)  three
        (3)
        original, duly executed counterpart copies of the Asset
        Assignments;

       

      (h)  three
        (3)
        original, duly executed counterpart copies of the Venture Interest
        Assignments;

       

      (i)  a
        cross-receipt, acknowledging agreement to the Closing Consideration Allocation
        Schedule;

       

      (j)  two
        (2)
        original, duly executed counterpart copies of the Transition Services
        Agreement;

       

      (k)  two
        (2)
        original, duly executed counterpart copies of the Registration Rights Agreement;
        and

       

      (l)  all
        other
        documents required to be delivered by BreitBurn on or prior to the Closing
        Date
        pursuant to this Agreement.

       

      Section
        2.12  Closing
        Deliveries of Quicksilver.  At
        Closing, Quicksilver shall deliver to BreitBurn:

       

      (a)  three
        (3)
        original, duly executed counterpart copies of the Venture Interest
        Assignments;

       

      (b)  three
        (3)
        original, duly executed counterpart copies of the Asset
        Assignments;

       

      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      

      (c)  a
        certificate from an authorized officer of Quicksilver, dated as of the Closing
        Date, certifying that the conditions set forth (i) in Section 7.3(a) have
        been satisfied, with such exceptions thereto which are scheduled in such
        certificate with respect to matters discovered, occurring or arising after
        the
        date of this Agreement as may be necessary to make the statements contained
        therein true and correct (provided that any such exceptions shall not operate
        to
        impair or impede BreitBurn’s right to not consummate the transactions
        contemplated by this Agreement because the condition set forth in Section
        7.3(a) is not or was not satisfied or waived in writing by BreitBurn), and
        (ii) Section 7.3(b) have been satisfied;

       

      (d)  an
        incumbency certificate relating to the Person(s) executing any document on
        behalf of Quicksilver;

       

      (e)  a
        cross-receipt, acknowledging the receipt of the Closing Date
        Consideration;

       

      (f)  evidence
        of resignations or terminations of all of the officers and directors of the
        Acquired Companies, effective as of the Closing Date;

       

      (g)  certification
        of the non-foreign status of Quicksilver, in a form and manner which complies
        with the requirements of Code Section 1445 and the Treasury Regulations
        thereunder;

       

      (h)  evidence
        of the consummation of the Conversion;

       

      (i)  a
        cross-receipt, acknowledging agreement to the Closing Consideration Allocation
        Schedule;

       

      (j)  two
        (2)
        original, duly executed counterpart copies of the Transition Services
        Agreement;

       

      (k)  two
        (2)
        original, duly executed counterpart copies of the Registration Rights
        Agreement;

       

      (l)  to
        the
        extent obtained, the Section 754 Consents;

       

      (m)  a
        schedule setting the information relative to the Suspended Funds retained
        by
        Quicksilver pursuant to Section 2.8(i); and

       

      (n)  all
        other
        documents required to be delivered by Quicksilver on or prior to the Closing
        Date pursuant to this Agreement.

       

      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES RELATING TO QUICKSILVER

       

      Quicksilver
        hereby represents and warrants to BreitBurn, as of the date of this Agreement
        or
        as of such other date as may be expressly provided below, as
        follows:

       

      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

      Section
        3.1  Due
        Incorporation and Power of Quicksilver.  Quicksilver
        is duly incorporated, validly existing and in good standing under the laws
        of
        Delaware.  Quicksilver has the requisite corporate power and authority
        to conduct its business as it is now being conducted, and to own, lease and
        operate its assets and properties.  Quicksilver is duly authorized,
        qualified or licensed to do business as a foreign corporation and is in good
        standing in every jurisdiction wherein the failure to be so qualified would
        materially and adversely impair or impact its ability to perform its obligations
        hereunder.

       

      Section
        3.2  Authorization
        and Validity of Agreement.  This
        Agreement and the consummation of the transactions contemplated hereby have
        been
        duly authorized by all requisite corporate action by Quicksilver, and
        Quicksilver has full corporate power and authority to execute and deliver
        this
        Agreement and to perform its obligations hereunder.  This Agreement
        has been duly executed and delivered by Quicksilver and constitutes a valid
        and
        legally binding obligation of Quicksilver enforceable in accordance with
        its
        terms except as enforceability may be limited by bankruptcy, insolvency or
        other
        similar Law affecting the enforcement of creditors’ rights generally as well as
        to general principles of equity (regardless of whether such enforceability
        is
        considered in a proceeding in equity or at law).

       

      Section
        3.3  Non-Contravention.  The
        execution and delivery by Quicksilver of this Agreement do not, and the
        consummation by Quicksilver of the transactions contemplated hereby will
        not
        (a) violate or conflict with any provision of the certificate of
        incorporation or bylaws or other governing document of Quicksilver, or
        (b) assuming that all Permits, Third-Party Approvals and other approvals
        described on Schedule 4.3(a) have been obtained or made,
        (i) violate any Law or Order to which Quicksilver is subject or
        (ii) constitute a breach or violation of, or default under, or trigger any
“change of control” rights or remedies under, or give rise to any Lien (other
        than Permitted Liens) or any Preferential Purchase Rights (other than those
        Preferential Purchase Rights addressed under Section 6.13) under any
        Contract to which Quicksilver or any of the QRI Assets are bound.

       

      Section
        3.4  Equity
        Interests.  

       

      (a)  As
        of the
        date of this Agreement, except as set forth on Schedule 3.4: (i) the
        Equity Interests have been duly authorized and validly issued and are fully
        paid
        and nonassessable, (ii) none of the Equity Interests have been issued in
        violation of any preemptive rights, and (iii) Quicksilver holds of record
        and
        owns beneficially the Equity Interests free and clear of all Liens, other
        than
        Liens for Taxes, assessments and other governmental charges not yet due and
        payable (or, if due, not delinquent or being contested in good faith by
        appropriate proceedings), and other than transfer restrictions under applicable
        Law, and, with regard to WCGP, as may be set forth in WCGP’s applicable
        formation or organization documents.  As of Closing, the
        representations and warranties in the immediately prior sentence shall be
        true
        and correct, in all material respects, with regard to the Equity Interests
        of
        the Acquired Companies post-Conversion.

       

      (b)  As
        of the
        date of this Agreement, except as set forth on Schedule 3.4, there
        are no outstanding options, warrants or other rights of any kind relating
        to the
        transfer, sale, ownership, issuance or voting of any of the Equity Interests
        which have been issued, granted, acknowledged or entered into by Quicksilver
        or
        any securities convertible into or evidencing the

      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          
right
          to
          purchase any interests in the Acquired Companies.  As of Closing, the
          representations and warranties in the immediately prior sentence shall
          be true
          and correct, in all material respects, with regard to the Equity Interests
          of
          the Acquired Companies post-Conversion.

      

       

      (c)  Quicksilver
        owns, directly, 50% of the limited liability company interests of Beaver
        Creek
        (with the remaining 50% being owned by Mercury); and Quicksilver owns a 5.5385%
        limited partnership interest in WCGP.

       

      Section
        3.5  Investment
        Intent.  Quicksilver
        is aware that the Common Units comprising the Equity Consideration have not
        been
        registered under the Securities Act or under any state or foreign securities
        Laws.  Quicksilver is not an underwriter, as such term is defined
        under the Securities Act, and Quicksilver is acquiring the Common Units
        comprising the Equity Consideration solely for investment, with no intention
        to
        distribute any such Common Units to any Person in violation of any state
        or
        foreign securities Laws.

       

      ARTICLE
        IV

      REPRESENTATIONS
        AND WARRANTIES RELATING TO ACQUIRED COMPANIES, TRANSFERRED COMPANIES AND
        THE
        ACQUIRED ASSETS

       

      Quicksilver
        hereby represents and warrants to BreitBurn, as of the date of this Agreement
        or
        as of such other date as may be expressly provided below, as
        follows:

       

      Section
        4.1  Due
        Incorporation.  Each
        of the Acquired Companies is duly formed, validly existing and in good standing
        under the laws of the jurisdiction of its formation.  Each of the
        Acquired Companies has the requisite company power and authority to own its
        properties and assets and to carry on its business as presently
        conducted.  As of the date of this Agreement, each of the Acquired
        Companies is duly authorized, qualified or licensed to do business as a foreign
        company and is in good standing in every jurisdiction wherein the failure
        to be
        so qualified would have a Material Adverse Effect.  Except as set
        forth on Schedule 4.1, none of the Acquired Companies owns any
        equity interest in any other Person.

       

      Section
        4.2  Non-Contravention.  The
        execution and delivery of this Agreement by Quicksilver and the consummation
        by
        Quicksilver of the transactions contemplated hereby will not (a) violate or
        conflict with any provision of the certificate of incorporation, bylaws,
        partnership agreement or other formation documents of any of the Transferred
        Companies and (b) assuming that all Permits and Third-Party Approvals set
        forth in Schedule 4.3(a) have been obtained or made,
        (i) violate any Law or Order to which any of the Transferred Companies is
        subject or (ii) constitute any default under, or give rise to any Lien
        (other than Permitted Liens) or any Preferential Purchase Rights (other than
        those Preferential Purchase Rights addressed under Section 6.13) under
        any Contract to which Quicksilver, any of the Acquired Companies or any of
        the
        Acquired Assets are bound.

       

      Section
        4.3  Governmental
        Approvals; Consents and Actions.

       

      (a)  Except
        as
        set forth in Schedule 4.3(a) and except as would not have a Material
        Adverse Effect, no Permit from or of any Governmental Entity is required,
        no
        Third-Party Approval is required under any Disclosed Contract, and no
        Third-Party Approval is required under any other Contract.

       

      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      

      (b)  Except
        as
        set forth on Schedule 4.3(b), no Action or Order is pending or, to
        Quicksilver’s Knowledge, threatened against any of the Transferred Companies
        challenging or seeking to restrain, delay or prohibit any of the transactions
        contemplated by this Agreement,  or which would hinder or delay
        the consummation of the transactions contemplated by this
        Agreement.

       

      Section
        4.4  Financial
        Statements.

       

      (a)  Schedule 4.4
        contains a true and complete copy of (i) the unaudited balance sheets of
        each of
        the Acquired Companies (other than Beaver Creek) as of December 31, 2006,
        and
        the related statements of income for the same period and (ii) the unaudited
        balance sheets of each of the Acquired Companies (other than Beaver Creek)
        as of
        June 30, 2007, and the related statements of income for the same period (the
        “Financial Statements”).

       

      (b)  Each
        of
        the Financial Statements fairly presents in all material respects the financial
        condition and the results of the operations of each of the Acquired Companies
        (other than Beaver Creek), respectively, as of the dates and for the periods
        indicated.  The Financial Statements have been prepared in accordance
        with GAAP, in all material respects, consistent with historical internal
        practices of such companies, except as otherwise disclosed in
Schedule 4.4.

       

      Section
        4.5  Books
        and Records.  The
        minute books of each of the Acquired Companies contain accurate records of
        all
        meetings and accurately reflect all corporate action of the shareholders
        and the
        board of directors of such Acquired Company, insofar as the failure to have
        the
        same would constitute a Material Adverse Effect.

       

      Section
        4.6  No
        Undisclosed Liabilities.  To
        Quicksilver’s Knowledge, except as set forth in Schedule 4.6 or as
        otherwise disclosed in this Agreement or in the Disclosure Schedules, none
        of
        the Acquired Companies for which Financial Statements have been furnished
        has
        any liabilities or obligations that are of a nature required under GAAP to
        be
        disclosed, reflected or reserved against on the Financial Statements, except
        for
        liabilities or obligations (i) disclosed, reflected or reserved against in
        the
        Financial Statements, (ii) incurred since the end of the period covered by
        the
        Financial Statements in the ordinary course of business consistent with past
        practice of such Acquired Companies, or (iii) which in the aggregate would
        not
        have a Material Adverse Effect.

       

      Section
        4.7  Absence
        of Changes.  Except
        as otherwise disclosed in Schedule 4.7 or elsewhere in the Disclosure
        Schedules or in this Agreement, since June 30, 2007, to Quicksilver’s Knowledge,
        and except as would not have a Material Adverse Effect:

       

      (a)  the
        Business has been conducted in the ordinary course consistent with past
        practices; and

       

      (b)  none
        of
        the Acquired Companies has taken any of the following actions:

       

      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

      

      (i)  except
        to
        the extent contemplated in Section 6.7, waived, released, canceled,
        settled or compromised any debts, Action or right, pertaining to the
        Business;

       

      (ii)  incurred,
        assumed or guaranteed any indebtedness for borrowed money, or issued any
        notes,
        bonds, debentures or other similar securities, of any of the Acquired
        Companies;

       

      (iii)  except
        as
        required as a result of a change in Law or in GAAP (or as will be applied
        in
        connection with the Conversion), changed any of the accounting methods or
        principles used by any of the Acquired Companies; or

       

      (iv)  made
        any
        capital expenditure or made any commitment to make any capital expenditure
        in
        excess of $5,000,000, other than (A) pursuant to existing commitments,
        approved budgets or approved business plans, (B) to repair, maintain or
        replace any assets, properties or facilities in the ordinary course of business
        or (C) as necessary to maintain or restore safe operations of the Business
        or respond to any catastrophe or other emergency situation.

       

      Section
        4.8  Contracts.

       

      (a)  Schedule 4.8
        is a true and complete listing of each Contract which satisfies one or more
        of
        the following descriptions, excluding any contracts or agreements constituting
        any of the Excluded Assets (each such Contract, a “Disclosed Contract”,
        and collectively, the “Disclosed Contracts”):

       

      (i)  that
        involves required, firm payments of more than $2,500,000 per annum or more
        than
        $15,000,000 in the aggregate, other than payments that may be made in the
        ordinary course under joint operating agreements, production sales contracts,
        and gathering and transportation contracts;

       

      (ii)  that
        contain any warranty, guaranty, indemnity or other similar undertaking with
        respect to a contractual performance extended by Quicksilver or any Acquired
        Company other than in connection with Contracts entered into in the ordinary
        course of business and which could reasonably be expected to result in a
        liability to Quicksilver (with regard to the QRI Assets) or any Acquired
        Company
        of more than $1,000,000;

       

      (iii)  that
        contain a covenant not to compete, restricting Quicksilver (with regard to
        the
        QRI Assets) or a Acquired Company from competing in any line of business
        or in
        any region;

       

      (iv)  under
        which any Acquired Company has (A) created, incurred, assumed or guaranteed
        (or may create, incur, assume or guarantee) indebtedness for borrowed money,
        or
        (B) granted a Lien on its assets, whether tangible or intangible, other
        than a Permitted Lien;

       

      (v)  that
        is
        an Affiliate Agreement that will remain in force and effect after the
        Closing;

       

      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      

      (vi)  that
        is a
        Contract for the employment of any individual on a full-time, part-time,
        consulting or other basis;

       

      (vii)  is
        a
        contract which involves the licensing of Intellectual Property used in
        connection with the Business;

       

      (viii)  that
        is a
        Contract or collective bargaining agreement with any labor union or
        representative of employees;

       

      (ix)  that
        is a
        gas purchase contract that contains as of the date of this Agreement below
        market rates; or

       

      (x)  that
        is
        any amendment, supplement or restatement or other modification relating to
        any
        of the foregoing.

       

      (b)  Quicksilver
        has furnished or made available to BreitBurn a true and complete copy of
        each
        Disclosed Contract.  As to each Disclosed Contract,

       

      (i)  to
        Quicksilver’s Knowledge, it is valid, binding and in full force and effect and
        is enforceable against Quicksilver and each Acquired Company, as applicable,
        and
        each other party thereto, according to its terms, except as the enforceability
        may be limited by bankruptcy, insolvency, or other similar Laws affecting
        the
        enforcement of creditors’ rights generally and subject to general principles of
        equity (regardless of whether such enforceability is considered in a proceeding
        in equity or at law);

       

      (ii)  Quicksilver
        and each Acquired Company has performed its obligations required to be performed
        to date thereunder, except where such non-performance would not have a Material
        Adverse Effect;

       

      (iii)  to
        Quicksilver’s Knowledge, there has not occurred any termination event or any
        default or event that with the lapse of time or the giving of notice could
        constitute a default by any other party thereunder, except where such
        termination event or default or event would not have a Material Adverse Effect;
        and

       

      (iv)  no
        written notice of termination or non-renewal thereof, breach or default
        thereunder, any significant dispute with respect thereto, any claim for
        indemnification with respect thereto, or any other pending claims thereunder
        has
        been delivered to Quicksilver or any Acquired Company, except to the extent
        such
        matter (1) has been fully resolved in accordance with such Disclosed Contract
        without any ongoing liability of Quicksilver or any Acquired Company with
        respect thereto or (2) would not have a Material Adverse Effect.

       

      Section
        4.9  Litigation.  Except
        as set forth in Schedule 4.9, there are no Actions pending and, to
        Quicksilver’s Knowledge, there is no Action threatened in Law or in equity or
        before any Governmental Entity, against either of Quicksilver (with regard
        to
        the QRI Assets) or

      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          
any
          of
          the Transferred Companies, that, if determined or resolved adversely, could
          result in a Material Adverse Effect.

      

       

      Section
        4.10  Compliance
        with Laws.  Except
        as disclosed on Schedule 4.10 and except for circumstances or
        conditions that would not have a Material Adverse
        Effect:  (i) each of Quicksilver (with regard to the QRI Assets)
        and the Acquired Companies has complied in all material respects with all
        applicable orders, writs, judgments, injunctions, decrees, statutes, ordinances,
        rules, or regulations of any Governmental Entity, (ii) each of the Acquired
        Companies and Quicksilver (with regard to the QRI Assets) has all Permits
        issued
        by Governmental Entities and required thereby for the operation of the Acquired
        Assets, a true and correct copy of each material Permit has been or will
        be made
        available to BreitBurn and/or any of BreitBurn’s representatives for review or
        copy, and all such Permits are in full force and effect, and (iii) neither
        Quicksilver (with regard to the QRI Assets) nor any Acquired Company is in
        violation of the terms of any Permit and no Action is pending, or, to
        Quicksilver’s Knowledge, threatened, that could reasonably result in the
        suspension, revocation, termination of, or loss of any material benefits
        under,
        any such Permit.  Quicksilver is not making any representation or
        warranty in this Section 4.10 with respect to any Tax matters, employment
        matters, or any environmental matter, as such matters are exclusively addressed
        in Sections 4.11-4.13, respectively.

       

      Section
        4.11  Tax
        Matters.  Except
        as set forth on Schedule 4.11:

       

      (a)  each
        of
        the Acquired Companies and Quicksilver (with regard to the QRI Assets) has
        timely filed all material Tax Returns required to be filed on or prior to
        the
        Closing Date, all such Tax Returns are true and complete in all material
        respects and all material Taxes owed by each Acquired Company or Quicksilver
        (whether or not shown on any Tax Return) have been timely paid;

       

      (b)  no
        Acquired Company is currently the beneficiary of any extension of time within
        which to file any Tax Return;

       

      (c)  there
        is
        no Action pending, or to Quicksilver’s Knowledge, threatened against, or with
        respect to any of the Acquired Companies or Quicksilver (with regard to the
        QRI
        Assets) in respect of any Tax or Tax assessment, nor has any unresolved written
        claim for additional Tax or Tax assessment been asserted or, to Quicksilver’s
        Knowledge, been proposed by any Tax Authority;

       

      (d)  no
        Acquired Company has waived any statute of limitations in respect of Taxes
        or
        agreed to any extension of time with respect to a Tax assessment or
        deficiency;

       

      (e)  no
        Acquired Company (i) has any liability for the Taxes of any Person (other
        than the Quicksilver Group) under Treasury Regulations section 1.1502-6 (or
        any
        similar provision of state, local or foreign law), (ii) has any liability
        for the Taxes of any Person as a transferee or successor, or (iii) is a
        party to any Contract providing for the payment of Taxes, payment for Tax
        losses, entitlements to refunds or similar Tax matters;

       

      (f)  each
        of
        the Acquired Companies and Quicksilver (with regard to the QRI Assets) has
        complied in all material respects with all laws relating to the withholding
        of
        Taxes

      
        
          
          

        

        
          -37-

          
            

          

        

        
          
          
and
          has
          duly and timely withheld and paid all Taxes required to have been withheld
          and
          paid in connection with amounts paid or owing by the Acquired Companies
          or
          Quicksilver (with regard to the QRI Assets) to any employee, independent
          contractor, creditor, member, stockholder or other third
          party;

      

       

      (g)  each
        of
        WCGP, Wilderness-Chester LLC, a Michigan limited liability company (“W-C
        LLC”), Saginaw Bay Lateral LP, a Michigan limited partnership
        (“Saginaw”), Terra Westside Processing Partnership, a Michigan general
        partnership (“TWPP”), Wilderness Energy L.C., a Michigan limited
        liability company (“W-E LC”), Wilderness Energy Services LP, a Michigan
        limited partnership (“W-E LP”), and Frederic HOF LP, a Virginia limited
        partnership (“Frederic”), is classified as a partnership for United
        States federal income tax purposes; under its current partnership agreement
        or
        operating agreement, as applicable, each of WCGP and W-C LLC is required
        to make
        the election provided in Section 754 of the Code (a “Section 754
        Election”); under its current partnership agreement or operating agreement,
        as applicable, each of W-E LC, W-E LP and Frederic is required to make a
        Section
        754 Election upon request from any partner or member, as applicable; and
        under
        its current partnership agreement, each of Saginaw and TWPP may make a Section
        754 Election with the consent of its respective partners;

       

      (h)  except
        for the assets held by WCGP, W-C LLC, Saginaw, TWPP, W-E LC, W-E LP and
        Frederic, none of the Contributed Assets are deemed by agreement or applicable
        law to be held by a partnership for United States federal income Tax
        purposes;

       

      (i)  except
        for Permitted Liens, there are no Liens on any of the assets of the Acquired
        Companies or the QRI Assets that arose in connection with any failure (or
        alleged failure) to pay any Tax;

       

      (j)  the
        Acquired Companies have not (i) participated, within the meaning of Treasury
        Regulation Section 1.6011-4(c), in any “listed transaction” or any other
“reportable transaction” within the meaning of Treasury Regulation Section
        1.6011-4, or (ii) engaged in any transaction that gives rise to (x) a
        registration obligation under Section 6111 of the Code and the Treasury
        Regulations thereunder, or (y) a list maintenance obligation under Section
        6112
        of the Code and the Treasury Regulations thereunder, in each case as amended
        by
        any guidance published by the Internal Revenue Service applicable at the
        time of
        any “listed transaction” or any other “reportable transaction”; and

       

      (k)  as
        of the
        Closing Date, pursuant to the Conversions, each of the Acquired Companies
        will
        be a disregarded entity for United States federal income Tax
        purposes.

       

      Section
        4.12  Employee
        and Labor Matters.

       

      (a)  The
        Acquired Companies do not have any employees, nor do any of the Acquired
        Companies sponsor, maintain, contribute to, or have an obligation to contribute
        to, any employee benefit or employee retirement
        plans.  Schedule 4.12 sets forth a true and complete list,
        as of the date set forth therein, of the Business Employees.  Within
        ten (10) Business Days following execution of this Agreement, Quicksilver
        shall
        provide to BreitBurn a description of each such employee’s name, job title, work
        location, employer’s name and current base salary or base wages.  No
        changes in such base salary or

      
        
          
          

        

        
          -38-

          
            

          

        

        
          
          
base
          wages for such employees have been made, promised or authorized since June
          30,
          2007, for which BreitBurn will be liable after Closing.  Except as set
          forth on Schedule 4.12(a), neither Quicksilver nor any Acquired Company
          is a party to, bound by, or in negotiation with respect to any agreement
          with
          any Business Employee, including any agreement, plan, or program relating
          to the
          purchase or issuance of equity interests in Quicksilver or any Acquired
          Company
          by any Business Employee.

      

       

      (b)  Quicksilver
        has complied in all material respects with all legal requirements relating
        to
        employment practices, terms and conditions of employment, equal employment
        opportunity, nondiscrimination, immigration, wages, hours, benefits, and
        other
        requirements under applicable state and federal law, the payment of social
        security and similar Taxes and occupational safety and health for the Business
        Employees.  Neither Quicksilver nor any Acquired Company is liable for
        the payment of any Taxes, fines, penalties, or other amounts, however
        designated, for failure to comply with any of the foregoing legal
        requirements.

       

      (c)  Quicksilver
        is not a party to, bound by, or in negotiation with respect to any agreement
        involving the Business Employees with any employee organization or other
        employee group, nor, to the Knowledge of Quicksilver, are any Business Employees
        represented by any employee organization.  No employee organization
        has been certified or recognized as the collective bargaining representative
        of
        any Business Employee.  To Quicksilver’s Knowledge, there are no
        employee organizational campaigns or representation proceedings under way
        or
        threatened with respect to any Business Employees.  There are no
        existing or, to the Knowledge of Quicksilver, threatened, labor strikes,
        work
        stoppages, slowdowns, grievances, unfair labor practice charges, discrimination
        charges, or labor arbitration proceedings affecting the Business.

       

      Section
        4.13  Environmental
        Matters.  Within
        ten (10) days following the date of this Agreement, Quicksilver and the Acquired
        Companies will make available to BreitBurn all material environmental
        investigations or audits in possession of Quicksilver and the Acquired Companies
        addressing the Acquired Assets and the operations of Quicksilver (with respect
        to the QRI Assets) and the Acquired Companies.  Except as set forth on
Schedule 4.13 and except as would not reasonably be expected to
        result in a Material Adverse Effect:  (a) the Acquired Assets,
        Quicksilver (with respect to the QRI Assets) and the Acquired Companies are
        and,
        within any unexpired statute of limitations period, have been, in compliance
        with all applicable Environmental Laws, (b) there are no pending or, to the
        Knowledge of Quicksilver, threatened, enforcement, clean-up, removal,
        remediation, mitigation or other claims or Actions against Quicksilver or
        any
        Acquired Company under any Environmental Law (including any claim resulting
        from
        off-site disposal), and the Acquired Assets are not subject to any unfulfilled
        presently required remedial obligation imposed under applicable Environmental
        Laws, (c) Quicksilver or the Acquired Companies, as the case may be,
        possess all Permits required under applicable Environmental Laws for the
        ownership and operation of the Business as presently conducted, all such
        Permits
        are in full force and effect and no Action is pending to revoke any such
        Permit,
        and Quicksilver and the Acquired Companies are in material compliance with
        such
        Permits, (d) neither Quicksilver nor the Acquired Companies has received
        any written notice of alleged violation of or potential liability under
        applicable Environmental Laws relating to the Acquired Assets that has not
        been
        resolved to the satisfaction of a Governmental Entity, and (e) none of the
        Acquired Assets are subject to any unresolved Action

      
        
          
          

        

        
          -39-

          
            

          

        

        
          
          

        

      

       

      initiated
        by any Governmental Entity pursuant to applicable Environmental
        Laws.  Notwithstanding anything to the contrary in this Section or
        elsewhere in this Agreement, Quicksilver makes no, and disclaims any,
        representation or warranty, express or implied, with respect to the presence
        or
        absence of naturally occurring radioactive material (“NORM”), asbestos,
        asbestos containing materials, mercury, drilling fluids and chemicals, and
        produced waters and Hydrocarbons (including oil, gas and other substances
        of the
        type included within the definition of Hydrocarbons) in or on the Acquired
        Assets in quantities typical for oilfield operations in the areas in which
        the
        Oil and Gas Properties and equipment are located.

       

      Section
        4.14  Finders;
        Brokers.  There
        is no basis for any claims upon BreitBurn or any of the Transferred Companies
        for brokerage commissions, finder’s fees or like payments in connection with
        this Agreement or the transactions contemplated hereby resulting from any
        action
        taken by Quicksilver, or by any other Person on Quicksilver’s
        behalf.

       

      Section
        4.15  Insurance.  Schedule 4.15
        sets forth a true and complete list of all of the policies of insurance carried
        by Quicksilver, and any of the Acquired Companies that insure the operation
        of
        the Business on or prior to the Closing Date (collectively, “Quicksilver’s
        Policies”).  All premiums payable under Quicksilver’s Policies
        have been paid in a timely manner.  With respect to Quicksilver’s
        Policies, (a) all are in full force and effect, (b) all have been
        complied with in all material respects and (c) there is no claim under any
        such policy as to which coverage has been denied or disputed by the underwriters
        or issuers thereof.

       

      Section
        4.16  Bank
        Accounts.  Schedule 4.16
        contains a true and complete list of the name of each bank and trust company
        with which each Acquired Company has an account, safe deposit box or vault
        and
        the names of all Persons authorized to draw upon such account or who have
        authorized access to any such safe deposit box or vault.

       

      Section
        4.17  Officers
        and Directors.  Schedule 4.17
        contains a true and complete list of all officers or directors of each of
        the
        Acquired Companies.

       

      Section
        4.18  Oil
        and Gas Properties.  

       

      (a)  Except
        as
        set forth on Schedule 4.18(a):

       

      (i)  to
        the
        Knowledge of Quicksilver, as of the date of this Agreement, neither Quicksilver
        nor any Acquired Company has received written notice from any Governmental
        Entity, which remains unresolved, that any of the Wells listed on Exhibit
        A-1 are being overproduced; and

       

      (ii)  neither
        Quicksilver nor any Acquired Company has received written notice that there
        has
        been any change proposed in the production allowables for any Wells listed
        on
Exhibit A-1 except where a proposed change (if adopted or approved) would
        not have a Material Adverse Effect.

       

      (b)  Except
        as
        set forth on Schedule 4.18(b), neither Quicksilver nor any Acquired
        Company is obligated by virtue of a take or pay payment, advance payment
        or
        other similar payment (other than royalties, overriding royalties and similar
        arrangements established in the O&G Interests or reflected on Exhibit
        A-1, Exhibit A-2 or Exhibit A-3), to deliver

      
        
          
          

        

        
          -40-

          
            

          

        

        
          
          
Hydrocarbons,
          or proceeds from the sale thereof, attributable to Quicksilver’s or the Acquired
          Companies’ interests in the Oil and Gas Properties after the Closing Date
          without then or thereafter receiving payment therefor.

      

       

      (c)  Except
        as
        set forth on Schedule 4.18(c), as of the date identified on such
        Schedule, there were no contracts for the purchase, sale or exchange of
        Hydrocarbons produced from or attributable to the Oil and Gas Properties
        that
        will be binding on BreitBurn or the Acquired Companies after Closing that
        BreitBurn (or the applicable Acquired Company) will not be entitled to terminate
        at will (without penalty) on 90 days notice or less.

       

      (d)  To
        Quicksilver’s Knowledge, Schedule 4.18(d) sets forth all material
        Imbalances as of the respective dates set forth therein with respect to the
        Oil
        and Gas Properties.

       

      Section
        4.19  Gas
        Regulatory Matters.  Except
        as set forth on Schedule 4.19, (i) neither Quicksilver nor any Acquired
        Company is a “natural-gas company” within the meaning of the Natural Gas Act of
        1938 and (ii) neither Quicksilver nor any Acquired Company has operated or
        provided services on its gathering facilities in a manner that would subject
        it
        to the jurisdiction of, or regulation by, the Federal Energy Regulatory
        Commission under the Natural Gas Act of 1938.  Neither Quicksilver nor
        any Acquired Company has performed services, and is subject to regulation,
        under
        Section 311 of the Natural Gas Policy Act of 1978.

       

      Section
        4.20  Affiliate
        Transactions.  Except
        as set forth on Schedule 6.7(a), neither Quicksilver nor any Affiliate of
        Quicksilver (other than any of the Transferred Companies) provides or causes
        to
        be provided to any Transferred Company any products, services, equipment,
        facilities or similar items that, individually or in the aggregate, are or
        may
        reasonably be expected to be material to the Business or the Acquired
        Assets.

       

      Section
        4.21  Special
        Warranty of Title.  The
        Interests are free from the claims of any Person lawfully claiming or to
        claim
        the same or any part thereof, by, through or under Quicksilver, by virtue
        of any
        prior conveyance, lien or encumbrance made, done or suffered by Quicksilver,
        except for Permitted Liens.

       

      Section
        4.22  Accuracy
        of Data.  To
        Quicksilver’s Knowledge, the historical factual information, excluding title
        information, supplied by Quicksilver or its Affiliates to Schlumberger Data
        and
        Consulting Services in the preparation of its report dated as of July 12,
        2007
        with respect to the Acquired Assets located in Michigan and located in the
        virtual data room in subfolders 1.01.01 and July 16, 2007 with respect to
        the
        Acquired Assets located in Indiana and Kentucky and located in the virtual
        data
        room in subfolders 2.01.01 is accurate and complete in all material
        respects.  To Quicksilver’s Knowledge, the historical production data
        on the publications entitled (a) 2.01.03.001 Indiana and
        Kentucky Aries Database in the data-room folder 2.01.03
        Indiana and Kentucky Aries Database, and (b) 1.01.03.002 Aries Database in
        the
        data-room folder 1.01.03 Michigan Aries Database, to the extent relating
        to the
        Acquired Assets, is accurate and complete in all material respects.

       

      
        
          
          

        

        
          -41-

          
            

          

        

        
          
          

        

      

      ARTICLE
        V

      REPRESENTATIONS
        AND WARRANTIES RELATING TO BREITBURN AND BREITBURN
        PARENT

       

      BreitBurn
        hereby represents and warrants to Quicksilver, as of the date of this Agreement
        or as of such other date as may be expressly provided below, as
        follows:

       

      Section
        5.1  Due
        Organization and Power of BreitBurn.  BreitBurn
        is duly organized, validly existing and in good standing under the laws of
        Delaware and has the requisite limited partnership power and authority to
        own,
        lease and operate the properties used in its business and to carry on its
        business as the same is now being conducted. BreitBurn is duly authorized,
        qualified or licensed to do business as a limited partnership and in good
        standing in every jurisdiction wherein, by reason of the nature of its business,
        it is required to be.

       

      Section
        5.2  Authorization
        and Validity of Agreement.  This
        Agreement and the consummation of the transactions contemplated hereby have
        been
        duly authorized by all requisite partner action, and BreitBurn has full limited
        partnership power and authority to execute and deliver this Agreement and
        to
        perform its obligations hereunder.  This Agreement has been duly
        executed and delivered by BreitBurn and constitutes a valid and legally binding
        obligation of BreitBurn, enforceable in accordance with its terms except
        as
        enforceability may be limited by bankruptcy, insolvency or other similar
        Laws
        affecting creditor’s rights generally as well as to general principles of equity
        (regardless of whether such enforceability is considered in a proceeding
        in
        equity or at law).

       

      Section
        5.3  Non-Contravention.  The
        execution and delivery by BreitBurn of this Agreement does not, and the
        consummation by BreitBurn of the transactions contemplated hereby will not,
        (a) violate or conflict with any provision of the formation, organization,
        partnership agreement or other governing documents of BreitBurn or
        (b) assuming all Permits and Third-Party Approvals set forth on
Schedule 5.4(a) are obtained or made, (i) violate any Law or
        Order to which BreitBurn is subject or (ii) result in any breach or
        creation of any Lien or constitute default under any contract to which BreitBurn
        is subject or is a party.

       

      Section
        5.4  Governmental
        Approvals; Consents and Actions.

       

      (a)  Except
        as
        set forth in Schedule 5.4(a) and except as contemplated under the
        Registration Rights Agreement, no Permit from or of any Governmental Entity
        or
        any Third-Party Approval is required on the part of BreitBurn in connection
        with
        the execution and delivery of this Agreement or the consummation of the
        transactions contemplated hereby except for such Permits or Third-Party
        Approvals which have been obtained.

       

      (b)  Except
        as
        set forth in Schedule 5.4(b), there are no (i) Orders against
        or affecting BreitBurn or its Affiliates or (ii) Actions pending or, to the
        Knowledge of BreitBurn, threatened against or affecting BreitBurn or its
        Affiliates (A) challenging or seeking to restrain, delay or prohibit any of
        the transactions contemplated by this Agreement, (B) preventing BreitBurn
        from performing in all material respects its obligations under this Agreement
        or
        (C) which would hinder or delay the consummation of the transactions
        contemplated by this Agreement.

       

      
        
          
          

        

        
          -42-

          
            

          

        

        
          
          

        

      

      Section
        5.5  Investment
        Intent.  BreitBurn
        is aware that the Equity Interests are not registered under the Securities
        Act
        of 1933, as amended (the “Securities Act”) or under any state or foreign
        securities Laws.  BreitBurn is not an underwriter, as such term is
        defined under the Securities Act, and BreitBurn is purchasing the Equity
        Interests, solely for investment, with no intention to distribute any of
        the
        Equity Interests to any Person.

       

      Section
        5.6  Independent
        Decision; Hazardous Materials.  BreitBurn
        (i) has knowledge and experience in financial and business matters,
        (ii) has the capability of evaluating the merits and risks of investing in
        the Interests, (iii) can bear the economic risk of the transactions
        contemplated hereby and an investment in the Interests (and BreitBurn can
        afford
        a complete loss of such investment), and (iv) is not in a disparate
        bargaining position with Quicksilver.

       

      (a)  BREITBURN
        ACKNOWLEDGES THAT THE ACQUIRED ASSETS, AS WELL AS THE PROPERTIES AND ASSETS
        OF
        THE ACQUIRED COMPANIES AND WCGP, HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT,
        AND PRODUCTION OF OIL AND GAS AND THAT THERE MAY BE PETROLEUM, PRODUCED WATER,
        WASTES, OR OTHER SUBSTANCES OR MATERIALS LOCATED IN, ON OR UNDER THE ACQUIRED
        ASSETS (OR ASSETS OF WCGP) OR ASSOCIATED THEREWITH.  PERSONAL PROPERTY
        AND SITES INCLUDED IN SUCH ACQUIRED ASSETS AND PROPERTIES MAY CONTAIN ASBESTOS,
        NORM OR OTHER HAZARDOUS MATERIALS.  NORM MAY AFFIX OR ATTACH ITSELF TO
        THE INSIDE OF WELLS, MATERIALS, AND EQUIPMENT AS SCALE, OR IN OTHER
        FORMS.  THE WELLS, MATERIALS, AND EQUIPMENT LOCATED ON, OR INCLUDED IN
        SUCH ACQUIRED ASSETS (OR ASSETS OF WCGP) MAY CONTAIN NORM, ASBESTOS AND OTHER
        WASTES OR HAZARDOUS MATERIALS.  NORM, ASBESTOS OR ASBESTOS CONTAINING
        MATERIAL AND/OR OTHER WASTES OR HAZARDOUS MATERIALS MAY HAVE COME IN CONTACT
        WITH VARIOUS ENVIRONMENTAL MEDIA AND EQUIPMENT, INCLUDING WITHOUT LIMITATION,
        WATER, SOILS OR SEDIMENT.  SPECIAL PROCEDURES MAY BE REQUIRED FOR THE
        ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION, OR DISPOSAL OF ENVIRONMENTAL
        MEDIA OR EQUIPMENT, WASTES, ASBESTOS, NORM AND OTHER HAZARDOUS MATERIALS
        FROM
        SUCH ACQUIRED ASSETS OR PROPERTIES.  NOTWITHSTANDING ANYTHING STATED
        IN THIS AGREEMENT TO THE CONTRARY, BUT WITHOUT LIMITING BREITBURN’S RIGHTS
        HEREUNDER FOR A BREACH OF SECTION 4.13, THE EXISTENCE OF NORM, ASBESTOS
        OR ASBESTOS CONTAINING MATERIAL IN, ON OR RELATING TO ANY OF THE ACQUIRED
        ASSETS, OR ANY OF THE PROPERTIES AND ASSETS OF THE ACQUIRED COMPANIES AND
        WCGP,
        SHALL NOT CONSTITUTE OR GIVE RISE TO ANY CLAIMS BY
        BREITBURN.

       

      Section
        5.7  Financial
        Capacity; No Financing Condition.  BreitBurn
        will have available to it as of the Closing Date funds sufficient to consummate
        the transactions contemplated by this Agreement.  BreitBurn
        understands that its obligations to effect the transactions contemplated
        hereby
        are not subject to the availability of financing to BreitBurn or any other
        Person.

       

      
        
          
          

        

        
          -43-

          
            

          

        

        
          
          

        

      

      Section
        5.8  Finders;
        Brokers.  Neither
        BreitBurn nor its Affiliates is a party to any contract with any finder or
        broker, or in any way obligated to any finder or broker for any commissions,
        fees or expenses, in connection with the origin, negotiation, execution or
        performance of this Agreement, for which Quicksilver shall incur any
        liability.

       

      Section
        5.9  No
        Knowledge of Quicksilver’s Breach.  BreitBurn
        does not have Knowledge of any breach of any representation or warranty by
        Quicksilver or, as of the date hereof, of any other condition or circumstance
        that would excuse BreitBurn from its timely performance of its obligations
        hereunder.

       

      Section
        5.10  Capitalization
        of BreitBurn Parent and Valid Issuance of Common Units.

       

      (a)  BreitBurn
        has made available to Quicksilver a true and correct copy of the Partnership
        Agreement, as amended through the date hereof.  The Common Units
        comprising the Equity Consideration shall have those rights, preferences,
        privileges and restrictions governing the Common Units as set forth in the
        Partnership Agreement.

       

      (b)  As
        of the
        date of this Agreement, the issued and outstanding limited partner interests
        of
        BreitBurn Parent consist of 29,006,002 Common Units.  The only issued
        and outstanding general partner interests of BreitBurn Parent are the interests
        of the General Partner described in the Partnership Agreement.  All
        outstanding Common Units and the limited partner interests represented thereby
        have been duly authorized and validly issued in accordance with applicable
        Law
        and the Partnership Agreement and are fully paid (to the extent required
        by
        applicable Law and the Partnership Agreement) and nonassessable (except as
        such
        nonassessability may be affected by matters described in Section 17-303,
        17-607
        and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the
“Delaware LP Act”)).  All general partner interests of
        BreitBurn Parent have been duly authorized and validly issued in accordance
        with
        the Partnership Agreement.

       

      (c)  Except
        as
        set forth in Schedule 5.10(c), BreitBurn Parent has no equity
        compensation plans that contemplate the issuance of partnership interests
        of
        BreitBurn Parent (or securities convertible into or exchangeable for partnership
        interests of BreitBurn Parent).  No indebtedness having the right to
        vote (or convertible into or exchangeable for securities having the right
        to
        vote) on any matters on which the Unitholders may vote is issued or
        outstanding.  Except as set forth in Schedule 5.10(c), as
        contemplated by this Agreement, or as are contained in the Partnership
        Agreement, there are no outstanding or authorized (i) options, warrants,
        preemptive rights, subscriptions, calls or other rights, convertible or
        exchangeable securities, agreements, claims or commitments of any character
        obligating BreitBurn Parent or any of its Subsidiaries to issue, transfer
        or
        sell any partnership interests or other equity interests in BreitBurn Parent
        or
        any of its Subsidiaries or securities convertible into or exchangeable for
        such
        partnership interests, (ii) obligations of BreitBurn Parent or any of its
        Subsidiaries to repurchase, redeem or otherwise acquire any partnership
        interests or equity interests in BreitBurn Parent or any of its Subsidiaries
        or
        any such securities or agreements listed in clause (i) of this sentence,
        or
        (iii) voting trusts or similar agreements to which BreitBurn Parent or any
        of
        its Subsidiaries is a party with respect to the voting of the equity interests
        of BreitBurn Parent or any of its Subsidiaries.

       

      (d)  (i)  All
        of the issued and outstanding equity interests of each of BreitBurn Parent’s
        Subsidiaries are owned, directly or indirectly, by BreitBurn Parent free
        and
        clear of any Liens (except for such restrictions as may exist under applicable
        Law and except for such Liens as may be set forth in Schedule 5.10(d))
        and all such ownership interests have been duly authorized, validly issued
        and
        are fully paid (to the extent required by applicable Law or in the
        organizational documents of BreitBurn Parent’s Subsidiaries, as applicable) and
        nonassessable (except as nonassessability may be affected by matters described
        in Section 17-303, 17-607 and 17-804 of the Delaware LP Act and Sections
        18-607
        and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC
        Act”)) and are free of preemptive rights with no personal liability
        attaching to the ownership thereof; and (ii) except as disclosed in the
        BreitBurn Parent SEC Documents, neither BreitBurn Parent nor any of its
        Subsidiaries owns any shares of capital stock or other securities of, or
        interest in, any other Person, or is obligated to make any capital contribution
        to or other investment in any other Person.

       

      
        
          
          

        

        
          -44-

          
            

          

        

        
          
          

        

      

      (e)  The
        issuance of the Common Units comprising the Equity Consideration and the
        limited
        partner interests represented thereby has been duly authorized by BreitBurn
        Parent pursuant to the Partnership Agreement and, when issued and delivered
        to
        Quicksilver in accordance with the terms of this Agreement, will be validly
        issued, fully paid (to the extent required by applicable Law and the Partnership
        Agreement) and nonassessable (except as such nonassessability may be affected
        by
        Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free
        of
        any and all Liens and restrictions on transfer, other than restrictions on
        transfer under the Partnership Agreement, this Agreement and under applicable
        state and federal securities Laws and other than such Liens as are created
        by
        Quicksilver.

       

      (f)  The
        Common Units comprising the Equity Consideration will be issued in compliance
        with all applicable rules of The Nasdaq Global Market.  Prior to the
        Closing Date, BreitBurn Parent will submit to The Nasdaq Global Market a
        Notification Form:  Listing of Additional Common Units with respect to
        the Common Units comprising the Equity Consideration.  BreitBurn
        Parent’s currently outstanding Common Units are quoted on The Nasdaq Global
        Market and BreitBurn Parent has not received any notice of
        delisting.

       

      Section
        5.11  SEC
        Documents.  BreitBurn Parent has filed timely with the SEC all
        forms, registration statements, reports, schedules and statements required
        to be
        filed by it under the Exchange Act or the Securities Act (all such documents
        filed on or prior to the date of this Agreement, collectively, the “BreitBurn
        Parent SEC Documents”).  The BreitBurn Parent SEC Documents,
        including, without limitation, any audited or unaudited financial statements
        and
        any notes thereto or schedules included therein (the “BreitBurn Parent
        Financial Statements”), at the time filed (in the case of registration
        statements, solely on the dates of effectiveness) (except to the extent
        corrected by a subsequently filed BreitBurn Parent SEC Document filed prior
        to
        the date hereof) (i) did not contain any untrue statement of a material fact
        or
        omit to state a material fact required to be stated therein or necessary
        in
        order to make the statements therein (in the case of any prospectus, in light
        of
        the circumstances under which they were made) not misleading, (ii) complied
        as
        to form in all material respects with the applicable requirements of the
        Exchange Act and the Securities Act, as applicable, (iii) in the case of
        the
        BreitBurn Parent Financial Statements, complied as to form in all material
        respects with applicable accounting requirements and with the published rules
        and regulations of the SEC with respect thereto, (iv) in the case of the
        BreitBurn Parent Financial Statements, were prepared in accordance with GAAP
        applied on a

      
        
          
          

        

        
          -45-

          
            

          

        

        
          
          
consistent
          basis during the periods involved (except as may be indicated in the notes
          thereto or, in the case of unaudited statements, as permitted by Form 10-Q
          of
          the SEC) and (v) in the case of the BreitBurn Parent Financial Statements,
          fairly present (subject in the case of unaudited statements to normal,
          recurring
          and year-end audit adjustments) in all material respects the consolidated
          financial position of BreitBurn Parent and its Subsidiaries as of the dates
          thereof and the consolidated results of its operations and cash flows for
          the
          periods then ended.  PricewaterhouseCoopers LLP is an independent
          registered public accounting firm with respect to BreitBurn Parent and
          the
          General Partner and has not resigned or been dismissed as independent registered
          public accountants of BreitBurn Parent and the General Partner as a result
          of or
          in connection with any disagreement with BreitBurn Parent or the General
          Partner
          on a matter of accounting principles or practices, financial statement
          disclosure or auditing scope or procedure.

      

       

      Section
        5.12  Tax.  For
        United States federal Tax purposes (and state, local, and foreign Tax purposes
        where applicable), BreitBurn is disregarded as an entity separate from BreitBurn
        Parent.  BreitBurn Parent is, and has only been, classified as either
        a disregarded entity or a partnership for United States federal Tax purposes
        (and state, local, and foreign Tax purposes where
        applicable).  BreitBurn Parent does, and reasonably expects to
        continue to, meet the gross income requirements of Section 7704(c)(2) of
        the
        Code, and BreitBurn Parent is not, and does not reasonably expect to be,
        treated
        as a corporation under Section 7704(a) of the Code or Treasury Regulations
        section 301.7701-2.

       

      Section
        5.13  Investment
        Company Status.  BreitBurn Parent is not now, and after the
        issuance of the Common Units comprising the Equity Consideration will not
        be,
        and is not controlled by or under common control with, an “investment company”
within the meaning of the Investment Company Act of 1940, as
        amended.

       

      Section
        5.14  Offering.  Assuming
        the accuracy of the representations and warranties of Quicksilver contained
        in
Section 3.5 of this Agreement, the issuance of the Common Units
        comprising the Equity Consideration pursuant to this Agreement is exempt
        from
        the registration requirements of the Securities Act, and neither BreitBurn
        Parent nor any authorized representative acting on its behalf has taken or
        will
        take any action hereafter that would cause the loss of such
        exemption.

       

      Section
        5.15  Internal
        Accounting Controls.  BreitBurn Parent and its Subsidiaries
        maintain a system of internal accounting controls sufficient to provide
        reasonable assurance that (i) transactions are executed in accordance with
        management’s general or specific authorizations, (ii) transactions are recorded
        as necessary to permit preparation of financial statements in conformity
        with
        GAAP and to maintain asset accountability and (iii) access to assets is
        permitted only in accordance with management’s general or specific
        authorization.

       

      Section
        5.16  Material
        Agreements.  BreitBurn has provided Quicksilver with, or made
        available to Quicksilver through the BreitBurn Parent SEC Documents, correct
        and
        complete copies of all material agreements (as defined in Section 601(b)(10)
        of
        Regulation S-K promulgated by the SEC) and of all exhibits to the BreitBurn
        Parent SEC Documents, including amendments to or other modifications of
        pre-existing material agreements, entered into by BreitBurn Parent.

       

      
        
          
          

        

        
          -46-

          
            

          

        

        
          
          

        

      

      ARTICLE
        VI

      AGREEMENTS
        OF BREITBURN AND QUICKSILVER

       

      Section
        6.1  Operation
        of the Business.  Except
        as otherwise contemplated by this Agreement or as set forth in
Schedule 6.1 (and any actions, matters or expenditures described or
        referred to on Schedule 6.1 are hereby deemed approved and authorized in
        all respects), from the date of this Agreement and continuing until Closing,
        Quicksilver:

       

      (a)
        shall, with respect to the QRI Assets, and

       

      (b)
        shall
        cause each of the Acquired Companies, with respect to the other Acquired
        Assets
        owned by them, to:

       

      (i)
        operate and maintain such Acquired Assets in the ordinary course, consistent
        with its respective past practices, and (ii) not take any of the following
        actions, without the prior written approval of BreitBurn:

       

      (A)           sell,
        transfer or otherwise dispose of or encumber any of the Acquired Assets,
        including any right under any Contract or Permit or any proprietary right
        or
        other intangible asset, except (1) with respect to any of the Acquired
        Assets other than Oil and Gas Properties and Wells, in the ordinary course
        of
        business, (2) for Permitted Liens, and (3) as contemplated in this
        Agreement;

       

      (B)           waive,
        release, cancel, settle or compromise any Action for an amount in excess
        of
        $1,000,000;

       

      (C)           make
        any loan to or enter into any transaction with any Business Employees or
        any
        directors, officers or employees of the Acquired Companies, except for the
        payment of salaries and benefits to which all similarly situated employees
        are
        generally entitled, and except for such other payments that BreitBurn and
        the
        Acquired Companies will not be responsible for after Closing;

       

      (D)           incur,
        assume or guarantee any indebtedness for borrowed money, or issue any notes,
        bonds, debentures or other similar securities, or grant any option, warrant
        or
        right to purchase any of the same, or issue any security convertible or
        exchangeable or exercisable for debt securities of any of the Acquired
        Companies;

       

      (E)           make
        or change any material Tax elections (except as required by Law and except
        in
        connection with the Conversion), or settle or compromise any material Tax
        liability;

       

      (F)           except
        as may be required as a result of a change in Law or in GAAP, materially
        change
        any of the accounting methods or principles used by any of the Acquired
        Companies (other than with regard to the Conversion);

       

      
        
          
          

        

        
          -47-

          
            

          

        

        
          
          

        

      

      (G)           make
        any capital expenditure or make any commitment to make any capital expenditure
        in excess of $2,500,000, other than (1) to repair, maintain or replace any
        assets, properties or facilities in the ordinary course of business or
        (2) as may be necessary to maintain or restore safe operations of the
        Business or respond to any catastrophe or other emergency
        situation;

       

      (H)           declare
        or make dividends or other distributions with regard to the Equity Interests,
        other than cash dividends;

       

      (I)           adopt
        a plan of complete or partial liquidation, dissolution, restructuring,
        recapitalization or other restructuring, except in connection with the
        Conversion;

       

      (J)           pledge
        or mortgage any of the Acquired Assets or otherwise cause or permit a Lien
        (other than a Permitted Lien) to exist against any of the Acquired
        Assets;

       

      (K)           effect
        any split, combination or reclassification of the securities of any of the
        Acquired Companies, except in connection with the Conversion;

       

      (L)           knowingly
        allow any Permits held by any of the Acquired Companies (or any Permit
        constituting part of the Acquired Assets) to terminate or lapse, unless no
        longer required by Law in connection with the Business;

       

      (M)           amend,
        modify, terminate or allow to lapse or expire any Disclosed Contract; provided
        that Quicksilver may terminate any Affiliate Agreement prior to
        Closing;

       

      (N)           create
        any Liens on any of the QRI Assets or the Acquired Companies’ assets, other than
        Permitted Liens;

       

      (O)           except
        as required by Law, enter into, amend, or revise (and Quicksilver shall not
        permit to be entered into, amended or revised) any employment agreement or
        grant
        (and Quicksilver shall not permit to be granted) any material increase in
        the
        compensation or benefits of any Business Employee unless such increase applies
        to substantially all of the other employees covered under the applicable
        employee benefit program; or

       

      (P)           agree,
        whether in writing or otherwise, to do any of the foregoing.

       

      BreitBurn’s
        approval of any action restricted by clause (B), (G), (M) or (P) of this
        Section 6.1(b)(ii) shall not be unreasonably withheld or delayed and
        shall be considered granted within ten (10) days (unless a shorter time is
        reasonably required by the circumstances and such shorter time is specified
        in
        Quicksilver’s notice) of Quicksilver’s notice to BreitBurn requesting such
        consent unless BreitBurn notifies Quicksilver to the contrary during that
        period.  Notwithstanding the foregoing provisions of this Section
        6.1, in the event of an emergency, Quicksilver may take such action as
        reasonably necessary and shall notify BreitBurn of such action promptly
        thereafter.

       

      
        
          
          

        

        
          -48-

          
            

          

        

        
          
          

        

      

      Section
        6.2  Efforts;
        Cooperation; HSR and Other Filings.

       

      (a)  Subject
        to the terms and conditions of this Agreement, each of the Parties will use
        commercially reasonable efforts to refrain from taking any action within
        its
        control which would cause a breach of any of its representations and warranties
        contained in this Agreement or which would prevent it from delivering to
        the
        other Party the certificates which it is required to deliver pursuant to
        Section 2.11(c) or 2.12(c), as the case may be.

       

      (b)  BreitBurn
        and Quicksilver shall timely and promptly make all filings which may be required
        by any of them by Law in connection with the consummation of the transactions
        contemplated hereby, including, without limitation, those filings required
        under
        the Hart-Scott Act; provided, however, that the Parties shall make all
        filings required by either of them under the Hart-Scott Act within ten (10)
        Business Days after the date hereof.  Each Party shall furnish to the
        other Party such necessary information and assistance as such other Party
        may
        reasonably request in connection with the preparation of any necessary filings
        or submissions by it to any Governmental Entity and correspondence, filings
        or
        communications (or memoranda setting forth the substance thereof) between
        such
        Party and its representatives and the Federal Trade Commission, the Antitrust
        Division of the United States Department of Justice or any other Governmental
        Entity and members of their respective staffs with respect to this Agreement
        and
        the transactions contemplated hereby.  With the exception of payment
        of the required filing fees and the Parties’ costs and expenses necessary to
        prosecute such filings, neither Quicksilver nor BreitBurn shall be required
        to
        make any material monetary expenditures, commence or participate in any material
        litigation, or offer or grant any material accommodation (financial or
        otherwise) to any third Person in connection therewith; provided,
        however, that any filing fees incurred in connection with filings made in
        accordance with the Hart-Scott Act in connection with the consummation of
        the
        transactions contemplated in this Agreement, shall be paid and borne solely
        by
        BreitBurn.

       

      Section
        6.3  Public
        Disclosures.  Prior
        to the Closing Date and for a period of thirty (30) days following the Closing
        Date, no Party will (and each Party will ensure that its Affiliates and their
        respective representatives will not) issue any press release or make any
        public
        disclosure concerning the transactions contemplated by this Agreement without
        the prior written consent of the other Party, which shall not be unreasonably
        withheld, delayed or conditioned.  Notwithstanding the above, nothing
        in this Section 6.3 will preclude any Person from making any disclosures
        it reasonably believes are required by Law or stock exchange rules or necessary
        and proper in conjunction with the filing of any Tax Return or other document
        required to be filed with any Governmental Entity; provided that the respective
        Party shall endeavor to allow the other Party reasonable time to review and
        comment thereon in advance of such disclosure.

       

      Section
        6.4  Pre-Closing
        Access; Post-Closing Delivery and Access to Records and
        Personnel.

       

      (a)  Pre-Closing
        Access.  From and after the date of this Agreement, but subject
        to the other provisions of this Section 6.4, Section 6.14(a) and
        subject to obtaining any required consents of third-party operators, Quicksilver
        will, and will cause the Acquired Companies to, afford BreitBurn and its
        representatives access, during normal business hours, to the Acquired Assets
        and
        offices, personnel and all books and records of Quicksilver and the

      
        
          
          

        

        
          -49-

          
            

          

        

        
          
          
Acquired
          Companies regarding the Acquired Assets in order for BreitBurn to conduct
          an
          Environmental Assessment in accordance with Section 6.14(a) and a title
          examination with respect to the Oil and Gas Properties in order to determine
          whether Title Defects or Environmental Defects exist, insofar as such books
          and
          records are in possession of Quicksilver or the Acquired Companies and
          can be
          disclosed without consent or approval of any third party or would not result
          in
          the loss or waiver of any legal right or privilege; provided further Quicksilver
          and the Acquired Companies will use their reasonable efforts to obtain
          a waiver
          of any such third party restrictions in favor of BreitBurn, but without
          being
          obligated to pay any consideration or waive or release any right or privilege
          to
          obtain such waiver.  Subject to the foregoing, BreitBurn and its
          representatives may examine all abstracts of title, title opinions, title
          files,
          ownership maps, lease files, assignments, division orders, operating records
          and
          agreements, well files, financial and accounting records, geological,
          geophysical, engineering and environmental records, in each case insofar
          as the
          same relate to the Interests and may now be in existence and in the possession
          of Quicksilver and the Acquired Companies.  BreitBurn will not contact
          any of the customers or suppliers of Quicksilver or the Acquired Companies
          or
          their Working Interest co-owners, operators, lessors or surface interest
          owners,
          in connection with the transactions contemplated hereby without the specific
          prior authorization of Quicksilver, which consent will not be unreasonably
          withheld and may be made subject to reasonable
          restrictions.  BreitBurn shall coordinate its physical inspections of
          the Acquired Assets with Quicksilver to minimize any inconvenience to or
          interruption of the conduct of Business.  BreitBurn shall abide by all
          of Quicksilver’s safety rules, regulations, and operating policies while
          conducting its due diligence evaluation of the Acquired Assets.  Any
          Environmental Assessment shall also be subject to the further provisions
          of
Section 6.14(a).  In addition, BreitBurn agrees to the
          following with regard to such pre-Closing diligence activities, including
          any
          Environmental Assessment:

      

       

      (i)  BreitBurn
        agrees to promptly provide Quicksilver, but in no less than five (5) Business
        Days after receipt or creation, copies of all reports and test results, prepared
        by BreitBurn and/or any of BreitBurn’s representatives and which contain data
        collected or generated from BreitBurn’s due diligence with respect to the
        Acquired Assets.  Quicksilver shall not be deemed by its receipt of
        said documents or otherwise to have made any representation or warranty,
        expressed, implied or statutory, as to the condition to the Acquired Assets
        or
        to the accuracy of said documents or the information contained
        therein.

       

      (ii)
        Upon
        completion of BreitBurn’s due diligence, BreitBurn shall, at its sole cost and
        expense and without any cost or expense to Quicksilver or the Transferred
        Companies: (1) repair all damage done to the Acquired Assets in connection
        with
        BreitBurn’s due diligence, (2) restore the Acquired Assets to the approximate
        same or better condition than it was prior to commencement of BreitBurn’s due
        diligence and (3) remove all equipment, tools or other property brought onto
        the
        Acquired Assets in connection with BreitBurn’s due diligence.  Any
        disturbance to the Acquired Assets (including, without limitation, the real
        property associated with such Acquired Assets) resulting from BreitBurn’s due
        diligence will be promptly corrected by BreitBurn.

       

      
        
          
          

        

        
          -50-

          
            

          

        

        
          
          

        

      

      (iii)  BreitBurn
        hereby agrees to DEFEND, RELEASE, INDEMNIFY and HOLD HARMLESS each of
        Quicksilver, the Transferred Companies, any third-party operators of any
        of the
        Acquired Assets, and each of the other Quicksilver Indemnified Parties, from
        and
        against any and all Damages arising out of, resulting from or relating to
        any
        field visit, Environmental Assessment, or other due diligence activity conducted
        by BreitBurn or any of BreitBurn’s employees, agents, consultants, or
        representatives, 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, ANY OF THE TRANSFERRED COMPANIES, ANY OTHER MEMBER OF THE
        QUICKSILVER INDEMNIFIED PARTIES OR ANY OTHER PERSON, EXCLUDING QUICKSILVER’S OR
        ANY TRANSFERRED COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
PROVIDED, HOWEVER,
        THAT, FOR THE PURPOSES OF THIS SECTION
        6.4(a)(iii), DAMAGES SHALL NOT INCLUDE DAMAGES TO THE
        EXTENT RESULTING SOLELY FROM THE DISCOVERY BY BREITBURN, ITS OFFICERS,
        DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS OR ASSIGNS OF ANY
        PRE-EXISTING CONDITION.

       

      (b)  Post-Closing
        Delivery of Books and Records.  Quicksilver shall deliver to
        BreitBurn, within fifteen (15) Business Days following the Closing Date,
        all
        books, records, documents, instruments, accounts, correspondence, writings,
        Contracts, evidences of title and other papers (in each case, including
        electronic versions thereof) relating to the Acquired Assets or the Transferred
        Companies, to the extent in the possession of Quicksilver or any Affiliate
        of
        Quicksilver (including the Acquired Companies) and to the extent not
        constituting the Excluded Assets (collectively, the “Books and
        Records”).  Quicksilver may retain copies of any or all of the
        Books and Records for its files.

       

      (c)  Post-Closing
        Retention of Books and Records.  BreitBurn shall retain the Books
        and Records for the period of time set forth in its records retention policies
        on the Closing Date which shall not be less
        than six (6) years (or for tax records, seven
        years), or for such longer period as may be required by Law or any applicable
        court Order, or for the term required by BreitBurn’s records retention
        policy.  At any time during such period, Quicksilver may, upon its
        request and at its expense, copy all or any part of such Books and Records
        as
        Quicksilver may reasonably require.  Notwithstanding the foregoing,
        BreitBurn shall retain (or cause the Acquired Companies to retain) for such
        longer periods any and all Books and Records that relate to any ongoing Action
        until such time as BreitBurn is notified of the final conclusion of such
        matter.

       

      (d)  Reasonable
        Post-Closing Access.  After Closing, the Parties will allow each
        other reasonable access to the Books and Records, and to personnel having
        knowledge of the whereabouts or contents of such Books and Records, for
        legitimate legal, tax or accounting reasons, such as the preparation of Tax
        Returns, the defense of Actions and responding to data requests from
        Governmental Entities.  Subject to Article IX, each Party shall
        be entitled to

      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          
recover
          its out-of-pocket costs (including copying costs) incurred in providing
          such
          records or personnel to the other Party.

      

       

      Section
        6.5  Employee
        Matters.

       

      (a)  Quicksilver
        shall use its good faith efforts to make available to BreitBurn all of the
        Business Employees listed on Schedule 4.12, to discuss potential
        employment with BreitBurn or an Affiliate of BreitBurn on and after Closing
        (such entity that makes any employment offers is herein referred to as the
        “BreitBurn Employer”).  BreitBurn shall provide Quicksilver, in
        writing, not later than fourteen (14) calendar days prior to the Closing
        Date, a
        list of those Business Employees to whom BreitBurn intends to make offers
        of
        employment effective as of the Closing Date, together with the proposed terms
        of
        such employment (collectively, the “Designated Employees”); and BreitBurn
        shall cause the BreitBurn Employer to make offers of employment to the
        Designated Employees on the terms provided to Quicksilver, effective as of
        the
        Closing Date.  BreitBurn’s determination as to which Business
        Employees shall be Designated Employees and the proposed terms of employment
        offered by the BreitBurn Employer, shall be within the sole discretion of
        BreitBurn; provided, however, that its election and determination shall
        be made in accordance with all applicable Law (and upon delivery of the written
        notification of the Designated Employees to Quicksilver, as described above,
        BreitBurn shall be deemed to have represented, warranted and certified to
        Quicksilver that its determination has been made in accordance with all
        applicable Law).

       

      (b)  For
        a
        period of two (2) years following the Closing Date, Quicksilver shall not,
        directly or indirectly solicit for employment, by Quicksilver or any Affiliate
        of Quicksilver, any Designated Employee who accepts a job with BreitBurn
        or an
        Affiliate of BreitBurn pursuant to the offers of employment made pursuant
        to
Section 6.5(a), unless (in each case prior to any such solicitation) such
        Designated Employee is no longer employed by BreitBurn or BreitBurn’s
        Affiliates; provided, however, that Quicksilver shall not be precluded
        from hiring any employee who has been terminated by BreitBurn or BreitBurn’s
        Affiliate prior to commencement of employment discussions between Quicksilver
        and such employee.  Quicksilver acknowledges that the purpose of this
        covenant is to enable BreitBurn to maintain a stable workforce in order to
        remain in Business, and that it would disrupt, damage, impair and interfere
        with
        the Business if Quicksilver were to engage in the solicitation prohibited
        hereby.

       

      Section
        6.6  Workforce
        Reduction Notices.  Quicksilver
        shall be responsible for any workforce reductions carried out on or before
        the
        Closing Date and such reductions, if any, shall be done in accordance with
        all
        applicable Laws and regulations governing the employment relationship and
        termination thereof, including, if applicable, the Worker Adjustment and
        Retraining Notification Act (“WARN”) and regulations promulgated
        thereunder, and any comparable state or local Law.  BreitBurn shall
        not be responsible for any obligations under WARN or its equivalent state
        statutes and any applicable regulations thereunder with respect to any
        employment terminations on or prior to the Closing Date.

       

      Section
        6.7  Inter-Company
        Transactions; Insurance.

       

      (a)  Except
        as
        set forth in Schedule 6.7(a), effective as of Closing, all inter-company
        receivables or payables then existing between Quicksilver and any Affiliates
        of

      
        
          
          

        

        
          -52-

          
            

          

        

        
          
          
Quicksilver
          (other than the Acquired Companies), on the one hand, and any of the Acquired
          Companies on the other, shall be cancelled or settled by making inter-company
          cash transfers so that there are no outstanding payables.  If the
          Acquired Companies fail to have sufficient cash on hand to pay such payables
          or
          receivables or other liabilities in full, then Quicksilver shall nonetheless
          cause all such remaining payables or receivables to be canceled as of Closing
          without further liability relating to such inter-company
          transactions.

      

       

      (b)  Notwithstanding
        their exclusion from Current Assets, any insurance proceeds receivable of
        the
        Acquired Companies for casualty losses suffered by the Acquired Companies
        before, on or after the date of this Agreement shall remain with the Acquired
        Companies, as applicable, after Closing.  If any casualty losses are
        incurred by the Acquired Companies after the date of this Agreement and prior
        to
        Closing, and such losses are insured by Quicksilver’s insurance policies, then
        Quicksilver shall use commercially reasonable efforts to make claims relating
        to
        those losses and Quicksilver shall pay to the Acquired Companies any amounts
        received by Quicksilver pursuant to such claims, less any collection
        costs.  The Acquired Companies may use any proceeds of such insurance
        receivables to repair property damage or replace the property on account
        of
        which such casualty insurance proceeds have been paid to a Acquired
        Company.

       

      Section
        6.8  Release
        of Guarantees and Bonds.  BreitBurn
        acknowledges that none of the bonds, letters of credit and guarantees, if
        any,
        posted by Quicksilver or its Affiliates with Governmental Entities and relating
        to the Acquired Assets or the other Interests and set forth on Schedule
        6.8 (collectively, the “Bonds”) are transferable to
        BreitBurn.  On or before the Closing Date, BreitBurn shall obtain, or
        cause to be obtained in the name of BreitBurn or its designee, replacements
        for
        such Bonds to the extent such replacements are necessary to permit the
        cancellation and complete release of the Bonds posted by Quicksilver and/or
        such
        Affiliates.  In addition, at or prior to Closing, BreitBurn shall
        deliver to Quicksilver evidence of the posting of bonds or other security
        with
        all applicable Governmental Entities meeting the requirements of such
        authorities to own and, where appropriate, operate, the Acquired Assets,
        the
        Acquired Companies, or the other Interests.

       

      Section
        6.9  Amendments
        of Disclosure Schedules.  

       

      (a)  Prior
        to
        Closing, Quicksilver may, from time to time, by delivering a written copy
        thereof to BreitBurn, supplement or amend its disclosure schedules attached
        to
        this Agreement relating to any representations or warranties of Quicksilver
        (collectively, the “Disclosure Schedules”), to include reference to any
        matter relating to Quicksilver, the Acquired Assets, the Interests or the
        Transferred Companies which first arises or occurs after the date of execution
        of this Agreement and does not result from a breach by Quicksilver of any
        covenant set forth in Article VI.

       

      (b)  Any
        such
        supplement or amendment of any such Disclosure Schedule by Quicksilver under
        Section 6.9(a) above will be effective to cure and correct any breach of
        any representation or warranty that would have existed absent such amendment
        or
        supplement, and BreitBurn shall have no right, and hereby waives any and
        all
        rights, to bring any claim in respect of or relating to such breach of
        representation or warranty.

       

      
        
          
          

        

        
          -53-

          
            

          

        

        
          
          

        

      

      
        Section
          6.10  Removal
          of Quicksilver Identification.  BreitBurn
          shall, and shall cause its Affiliates and Subsidiaries to, not use the
          name
“Quicksilver” (or any variations or derivatives thereof); and, within ninety
          (90) days after the Closing Date, BreitBurn shall, and shall cause the
          Acquired
          Companies, to remove, destroy or completely obscure (e.g., paint over)
          all visible names, symbols, tradenames, trademarks and logos of “Quicksilver”
with regard to any assets of the Acquired Companies or with regard to the
          Acquired Assets.

         
Section
        6.11  Assigned
        QRI Assets.  Quicksilver
        shall use commercially reasonable efforts to procure any required third-party
        consents necessary to transfer the QRI Assets to BreitBurn, but without being
        obligated to pay any consideration or waive or release any right or privilege
        to
        obtain such consent.  If the Parties are not able to effect the
        assignment of any of the QRI Assets at Closing due to the lack of a required
        third-party consent to transfer the same, such QRI Assts shall not be deemed
        assigned at Closing via the Asset Assignments.  Until any such
        consents are obtained and the non-assigned QRI Assets are assigned, to the
        extent permissible under Law and under the terms of any Contracts applicable
        thereto, Quicksilver shall use commercially reasonable efforts post-Closing
        to
        (i) continue to perform the liabilities and obligations under or with
        regard to any non-assigned QRI Assets, (ii) hold such non-assigned QRI
        Assets in trust for the benefit of BreitBurn and shall promptly forward to
        BreitBurn, any monies or other benefits received that are attributable to
        such
        non-assigned QRI Assets, and (iii) endeavor to mutually agree with
        BreitBurn to institute alternative arrangements intended to put the Parties
        in
        substantially the same economic position as if such non-assigned QRI Assets
        had
        been assigned.  BreitBurn shall promptly reimburse Quicksilver for,
        and shall DEFEND, INDEMNIFY AND HOLD
        HARMLESS all Quicksilver Indemnified Parties from and against, any and
        all fees, costs, expenses and Damages incurred by Quicksilver or any Quicksilver
        Indemnified Party in connection with any action taken by Quicksilver pursuant
        to
        the preceding sentence, IN EACH CASE, REGARDLESS OF THE SOLE, JOINT,
        CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE OR GROSS NEGLIGENCE,
        WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF
        ANY
        KIND OF QUICKSILVER, BREITBURN, THE TRANSFERRED COMPANIES, OR ANY OTHER PARTY
        OR
        PERSON.  If the foregoing arrangements are not permissible
        under Law or under the terms of any Contracts applicable thereto, then the
        Parties shall use commercially reasonable efforts to take such other actions
        or
        put into place such other arrangements as are permissible with regard to
        the
        non-assigned QRI Assets so as to provide the Parties with the same economic
        results as would otherwise have resulted.

       

      Section
        6.12  Title
        Defects; Title Defect Procedure and Adjustments.

       

      (a)  Title
        Defect Notices.  On or before 5:00 p.m. (Eastern Time) of the
        fifth (5th) day
        before Closing (the “Title Claim Date”), BreitBurn may deliver claim
        notices to Quicksilver meeting the requirements of this Section 6.12(a)
        (collectively the “Title Defect Notices” and individually a “Title
        Defect Notice”) setting forth any matters which, in BreitBurn’s good faith
        opinion, constitute Title Defects and which BreitBurn intends to assert as
        a
        Title Defect pursuant to this Section 6.12.  For all purposes
        of this Agreement and notwithstanding anything herein to the contrary, BreitBurn
        shall be deemed to have waived, and Quicksilver shall have no liability for,
        any
        Title Defect which BreitBurn fails to assert as a Title Defect by a Title
        Defect
        Notice received by Quicksilver on or before the Title Claim
        Date.  To

      
        
          
          

        

        
          -54-

          
            

          

        

        
          
          
be
          effective, each Title Defect Notice shall be in writing, and shall include
          (i) a
          description of the alleged Title Defect(s), (ii) the Well(s) or well location(s)
          (and the applicable zone(s) therein) and/or other Acquired Assets affected
          by
          the Title Defect (each a “Title Defect Property”), (iii) the allocated
          value of each Title Defect Property as set forth on Schedule 6.12(a) (the
“Preliminary Allocated Value”), (iv) supporting documents reasonably
          necessary for Quicksilver to verify the existence of the alleged Title
          Defect(s), and (v) the amount by which BreitBurn reasonably believes the
          Preliminary Allocated Value of each Title Defect Property is reduced by
          the
          alleged Title Defect(s) and the computations upon which BreitBurn’s belief is
          based.  To give Quicksilver an opportunity to commence reviewing and
          curing Title Defects, BreitBurn agrees to use reasonable efforts to give
          Quicksilver, on or before the end of each calendar week prior to the Title
          Claim
          Date, written notice of all Title Defects discovered by BreitBurn during
          the
          preceding calendar week, which notice may be preliminary in nature and
          supplemented prior to the Title Claim Date.  BreitBurn shall also
          promptly furnish Quicksilver with written notice of any Title Benefit which
          is
          discovered by any of BreitBurn’s or any of its Affiliate’s employees, title
          attorneys, landmen or other title examiners while conducting BreitBurn’s due
          diligence with respect to the Wells or Oil and Gas Properties or other
          Acquired
          Assets prior to the Title Claim Date.

      

       

      (b)  Title
        Benefit Notices.  Quicksilver shall have the right, but not the
        obligation, to deliver to BreitBurn on or before the Title Claim Date with
        respect to each Title Benefit a notice (a “Title Benefit Notice”)
        including (i) a description of the Title Benefit, (ii) the Wells or well
        location(s) (and the applicable zone(s) therein) and/or other Acquired Assets
        affected by the Title Benefit, and (iii) the amount by which Quicksilver
        reasonably believes the Preliminary Allocated Value of those Well(s) or well
        location(s) (and the applicable zone(s) therein) and/or other Acquired Assets
        have increased by the Title Benefit, and the computations upon which
        Quicksilver’s belief is based.

       

      (c)  Quicksilver’s
        Right to Cure Title Defects.  Quicksilver shall have the right,
        but not the obligation, to attempt, at its sole cost, to cure any asserted
        Title
        Defects at any time prior to Closing (the “Cure Period”).  If a
        Title Defect is reasonably susceptible of being cured but is not cured on
        or
        before the Closing Date, BreitBurn and Quicksilver agree that Quicksilver
        will
        also have the right to elect to (i) exclude the affected Title Defect Property
        (other than Fixed Facilities that constitute Title Defect Properties) from
        the
        contribution at Closing (and to the extent that such excluded Title Defect
        Property is currently held by a Acquired Company, then it will be transferred
        to
        Quicksilver prior to Closing), (ii) attempt to cure such defect (and attempt
        to
        cure any such defect with respect to Fixed Facilities that constitute Title
        Defect Properties) for a period of up to ninety (90) days after the Closing
        Date, and until cured, the Preliminary Allocated Value of such excluded Title
        Defect Property (and, in the case of Fixed Facilities that constitute Title
        Defect Properties, the Title Defect Amount determined under this Section
        6.12 with respect thereto) will be withheld from the Closing Date
        Consideration at Closing.  If cured within this 90-day period, then,
        within five (5) Business Days after such Title Defect is cured, (x) BreitBurn
        shall pay and deliver to Quicksilver the Preliminary Allocated Value (or
        the
        Title Defect Amount) therefor, as applicable, which was deducted from the
        Closing Date Consideration, together with interest at the Interest Rate from,
        and including, the Closing Date to, but excluding, the date of payment, and
        (y)
        Quicksilver will deliver to BreitBurn an assignment of such Title Defect
        Property if withheld at Closing, upon the same terms and conditions set forth
        in
        the Asset Assignments.  BreitBurn shall provide Quicksilver and
        their

      
        
          
          

        

        
          -55-

          
            

          

        

        
          
          
representatives
          access to the other Acquired Assets, and all Books and Records after Closing
          in
          connection with Quicksilver’s efforts to cure the alleged defect.  If,
          post-Closing, the Parties dispute whether such Title Defect has been cured,
          then
          the matter shall be resolved in a manner described in Section 6.12(i)
          below, and the post-Closing payment and delivery of the assignment, if
          any,
          provided for in this Section 6.12(c) shall be made as provided in this
Section 6.12(c) when such dispute is resolved pursuant to Section
          6.12(i).

      

       

      (d)  Remedies
        for Title Defects.  Subject to Quicksilver’s continuing right to
        dispute the existence of a Title Defect and/or the Title Defect Amount asserted
        with respect thereto, in the event that any Title Defect timely asserted
        by
        BreitBurn in accordance with this Section 6.12 is not waived in writing
        by BreitBurn or cured on or before Closing, Quicksilver shall, at its sole
        option, elect to either:

       

      (i)  subject
        to the Individual Title Defect Threshold and the Aggregate Deductible, reduce
        the Initial Consideration by an amount  determined pursuant to
Sections 6.12(f), 6.12(h) and 6.12(i) as being the value of
        such Title Defect (the “Title Defect Amount”); or

       

      (ii)  retain
        the entirety of the Title Defect Property that is subject to such Title Defect
        in which event the Initial Consideration shall be reduced by an amount equal
        to
        the Preliminary Allocated Value of such Title Defect Property; or

       

      (iii)  provide
        BreitBurn with an indemnity (the terms of such indemnity to be reasonably
        satisfactory to BreitBurn) for such Title Defect under the Title Indemnity
        Agreement (but in no case shall Quicksilver’s liability with regard thereto
        exceed the Preliminary Allocated Value for the applicable Title Defect
        Property), in which case the Title Defect Property shall be sold to BreitBurn
        at
        Closing with no adjustment to the Initial Consideration; or

       

      (iv)  if
        applicable, terminate this Agreement pursuant to Section
        8.1(c).

       

      (e)  Remedies
        for Title Benefits.  Subject to Section 6.12(h), with
        respect to each Well, well location or Oil and Gas Property (and the applicable
        zone(s) therein) and/or other Acquired Assets affected by Title Benefits
        reported under Section 6.12(a) or Section 6.12(b), the Initial
        Consideration shall be increased by an amount equal to the increase in the
        Preliminary Allocated Value for such Wells and well locations (and the
        applicable zone(s) therein) and/or other Acquired Assets caused by such Title
        Benefits, as determined pursuant to Section 6.12(g), 6.12(h)
        and 6.12(i) (the “Title Benefit Amount”).

       

      (f)  Title
        Defect Amount.  The Title Defect Amount for any applicable Title
        Defect shall be determined in accordance with the following terms and
        conditions:

       

      (i)  if
        BreitBurn and Quicksilver agree on the Title Defect Amount, then that amount
        shall be the Title Defect Amount;

       

      (ii)  if
        the
        Title Defect is a Lien or encumbrance that is undisputed and liquidated in
        amount, then the Title Defect Amount shall be the amount necessary

      
        
          
          

        

        
          -56-

          
            

          

        

        to
          be
          paid to remove the Title Defect from the Title Defect Property, not to
          exceed,
          however, the Preliminary Allocated Value thereof;

      

       

      (iii)  if
        the
        Title Defect represents a discrepancy between (1) the Net Revenue Interest
        for
        any Title Defect Property and (2) the Net Revenue Interest for such property
        as
        stated in Exhibit A-1, then the Title Defect Amount shall be the product
        of the Preliminary Allocated Value of such Title Defect Property multiplied
        by a
        fraction, the numerator of which is the decreased Net Revenue Interest and
        the
        denominator of which is the Net Revenue Interest stated in Exhibit A-1
        therefor;

       

      (iv)  if
        the
        Title Defect results from the failure to own a valid right to use the land
        on
        which a portion of the Fixed Facilities is located, the Title Defect Amount
        with
        respect to such Title Defect shall be the lesser of the cost per rod (or
        per
        acre in the case of tracts outside the pipeline right-of-way) prevailing
        in the
        area of such portion of the Fixed Facilities for the acquisition of easements,
        rights-of-way, surface leases, fee parcels or licenses covering such land
        that
        are similar to those on which the adjacent Fixed Facilities are located or
        the
        actual acquisition cost paid by BreitBurn, a Acquired Company or their
        respective Affiliate for such similar easements, rights-of-way, surface leases,
        fee parcels or licenses covering such land;

       

      (v)  if
        the
        Title Defect represents an obligation or encumbrance upon or other defect
        in
        title to the Title Defect Property of a type not described above, the Title
        Defect Amount shall be determined by taking into account the Preliminary
        Allocated Value of the Title Defect Property, the portion of the Title Defect
        Property affected by the Title Defect, the legal effect of the Title Defect,
        the
        potential economic effect of the Title Defect over the life of the Title
        Defect
        Property, the values placed upon the Title Defect by BreitBurn and Quicksilver
        and such other reasonable factors as are necessary to make a proper evaluation,
        not to exceed, however, the Preliminary Allocated Value thereof;

       

      (vi)  the
        Title
        Defect Amount with respect to a Title Defect Property shall be determined
        without duplication of any costs or losses included in any other Title Defect
        Amount hereunder; and

       

      (vii)  notwithstanding
        anything to the contrary in this Section 6.12, the aggregate Title Defect
        Amounts attributable to the effects of all Title Defects upon any Title Defect
        Property shall not exceed the Preliminary Allocated Value of the Title Defect
        Property.

       

      (g)  Title
        Benefit Amount.  The Title Benefit Amount resulting from a Title
        Benefit shall be determined in accordance with the following methodology,
        terms
        and conditions:

       

      (i)  if
        BreitBurn and Quicksilver agree on the Title Benefit Amount, then that amount
        shall be the Title Benefit Amount;

       

      
        
          
          

        

        
          -57-

          
            

          

        

        
          
          

        

      

      (ii)  if
        the
        Title Benefit represents a discrepancy between (1) the Net Revenue Interest
        for
        any Well or well location (or the specified zone(s) therein) and (2) the
        Net
        Revenue Interest stated in Exhibit A-1, then the Title Benefit Amount
        shall be the product of the Preliminary Allocated Value of the affected Well
        or
        well location (or the specified zone(s) therein) multiplied by a fraction,
        the
        numerator of which is the increased Net Revenue Interest and the denominator
        of
        which is the Net Revenue Interest stated in Exhibit A-1; and

       

      (iii)  if
        the
        Title Benefit represents a decrease in the Working Interest stated in Exhibit
        A-1, the Title Benefit Amount shall be determined by taking into account
        the
        Preliminary Allocated Value of the property affected thereby, the portion
        of
        such property affected by the Title Benefit, the legal effect of the Title
        Benefit, the potential economic effect of the Title Benefit over the life
        of
        such property, the values placed upon the Title Benefit by BreitBurn and
        Quicksilver and such other reasonable factors as are necessary to make a
        proper
        evaluation.

       

      (h)  Individual
        Title Defect Thresholds; Aggregate Deductible.  Notwithstanding
        anything stated herein to the contrary and subject to the overall cap provided
        in this Section 6.12(h), (i) in no event shall there be any adjustments
        to the Initial Consideration or other remedies provided by Quicksilver for
        any
        individual Title Defect for which the Title Defect Amount does not exceed
        the
        Individual Title Defect Threshold (nor shall there be an adjustment for any
        individual Title Benefit for which the Title Benefit Amount does not exceed
        an
        amount equal to the Individual Title Defect Threshold); and (ii) in no event
        shall there be any adjustments to the Initial Consideration or other remedies
        provided by Quicksilver for those Title Defects that exceed the Individual
        Title
        Defect Threshold (each, a “Material Title Claim”, and collectively,
“Material Title Claims”) unless the sum of all of the Material Title
        Claims plus all of the Material Environmental Claims exceeds the Aggregate
        Deductible, and after which point BreitBurn shall only be entitled to
        adjustments to the Initial Consideration to the extent that the sum of (A)
        the
        aggregate Title Defect Amounts for all Material Title Claims plus (B) the
        aggregate Environmental Defect Amounts for all Material Environmental Claims
        exceeds the Aggregate Deductible.  Material Title Claims shall not
        include any Title Defect that is cured by Quicksilver.  Similarly,
        Quicksilver shall be entitled to an upward adjustment to the Initial
        Consideration for Title Benefits only to the extent that the sum of those
        Title
        Benefit Amounts which, individually, exceed the Individual Title Defect
        Threshold, exceeds an amount equal to the Aggregate
        Deductible.  NOTWITHSTANDING ANYTHING TO THE CONTRARY
        CONTAINED IN THIS AGREEMENT, THE AGGREGATE AMOUNT OF ALL REMEDIES PROVIDED
        BY
        QUICKSILVER FOR ANY TITLE DEFECTS AND ENVIRONMENTAL DEFECTS, INCLUDING ALL
        DOWNWARD ADJUSTMENTS TO THE INITIAL CONSIDERATION FOR TITLE DEFECTS AND
        ENVIRONMENTAL DEFECTS IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 6.12 AND
SECTION
        6.14, SHALL NOT EXCEED AN
        AMOUNT EQUAL TO $145,000,000.

       

      (i)  Title
        Dispute Resolution.  Quicksilver and BreitBurn shall attempt to
        agree on all Title Defects, Title Benefits, Title Defect Amounts and Title
        Benefit Amounts prior to Closing.  If Quicksilver and BreitBurn are
        unable to agree by Closing, (1) all Title Defects, Title Benefits, Title
        Defect
        Amounts and Title Benefit Amounts in dispute shall be exclusively and finally
        resolved pursuant to this Section 6.12(i), (2) there shall be no
        reduction or increase in the

      
        
          
          

        

        
          -58-

          
            

          

        

        
          
          
Initial
          Consideration at Closing with respect to the Title Defects, Title Benefits,
          Title Defect Amounts and/or Title Benefit Amounts in dispute, and (3) all
          adjustments and payments, if any, with respect thereto following Closing
          shall
          be made pursuant to this Section 6.12.(i).  There shall be a
          single arbitrator, who shall be a title attorney with at least ten (10)
          years
          experience in oil and gas title and who shall not have performed professional
          services for either Party or any of their respective Affiliates during
          the
          previous five years, as selected by mutual agreement of BreitBurn and
          Quicksilver within fifteen (15) days after the end of the Cure Period,
          and
          absent such agreement, by the Dallas office of the American Arbitration
          Association (the “Title Arbitrator”).  The arbitration
          proceeding shall be held in Dallas, Texas and shall be conducted in accordance
          with the Commercial Arbitration Rules of the American Arbitration Association,
          to the extent such rules do not conflict with the terms of this Article.
          The
          Title Arbitrator’s determination shall be made within twenty (20) days after
          submission of the matters in dispute and shall be final and binding upon
          both
          Parties, without right of appeal. In making his determination, the Title
          Arbitrator shall be bound by the rules set forth in this Section 6.12
          and, subject to the foregoing, may consider such other matters as in the
          opinion
          of the Title Arbitrator are necessary to make a proper
          determination.  The Title Arbitrator, however, may not award BreitBurn
          a greater Title Defect Amount than the Title Defect Amount claimed by BreitBurn
          in its applicable Title Defect Notice (or an amount that would be greater
          than
          the applicable Preliminary Allocated Value) and may not award Quicksilver
          a
          greater Title Benefit Amount than the Title Benefit Amount claimed by
          Quicksilver in its applicable Title Benefit Notice.  The Title
          Arbitrator shall act as an expert for the limited purpose of determining
          the
          specific disputed Title Defect, Title Benefit, Title Defect Amounts and/or
          Title
          Benefit Amounts submitted by either Party and may not award damages, interest
          or
          penalties to either Party with respect to any matter. Quicksilver and BreitBurn
          shall bear their respective legal fees and other costs of presenting the
          case.  Each of Quicksilver and BreitBurn shall bear one-half of the
          costs and expenses of the Title Arbitrator.  To the extent that the
          award of the Title Arbitrator with respect to any Title Defect Amount or
          Title
          Benefit Amount is not taken into account as an adjustment to the Initial
          Consideration pursuant to Section 6.12, then within ten (10) days after
          the Title Arbitrator delivers written notice to BreitBurn and Quicksilver
          of his
          award with respect to a Title Defect Amount or a Title Benefit Amount,
          (i)
          BreitBurn shall pay to Quicksilver the amount, if any, so awarded by the
          Title
          Arbitrator to Quicksilver and (ii) Quicksilver shall pay to BreitBurn the
          amount, if any, so awarded by the Title Arbitrator to
          BreitBurn.

      

       

      (j)  General
        Disclaimer of Title Warranties and Representations.  Except for
        BreitBurn’s remedies for Title Defects set forth in this Section 6.12 and
        except to the extent provided in Section 4.21, Quicksilver makes no
        warranty or representation, express, implied, statutory or otherwise, with
        respect to Quicksilver’s title to any of the QRI Assets (or the Acquired
        Companies’ title to any of the other Acquired Assets) and BreitBurn hereby
        acknowledges and agrees that BreitBurn’s sole remedy for any (x) breach of the
        representation set forth in Section 4.21 shall be as set forth in
Section 9.2(a)(i), and (y) defect of title, including any Title Defect,
        with respect to any of the Acquired Assets shall be as set forth in Section
        6.12.  No warranty of title shall be contained in the Asset
        Assignments.

       

      (k)  Exclusive
        Remedy.SECTION 6.12 SHALL BE THE EXCLUSIVE
        RIGHT AND REMEDY OF BREITBURN WITH RESPECT TO QUICKSILVER’S (OR THE ACQUIRED
        COMPANIES’) FAILURE TO HAVE DEFENSIBLE TITLE WITH RESPECT TO ANY OF THE ACQUIRED
        ASSETS; PROVIDED,
        HOWEVER,

      
        
          
          

        

        
          -59-

          
            

          

        

        
          
          
BREITBURN
          SHALL HAVE THE RIGHTS UNDER SECTION
          9.2(a)(i) FOR THE PERIOD SET FORTH IN
SECTION 9.1(a) WITH
          RESPECT TO A BREACH
          OF THE WARRANTY SET FORTH IN SECTION
          4.21.

      

       

      Section
        6.13  Preferential
        Purchase Rights.

       

      (a)  Preferential
        Purchase Right Procedures.  With respect to any preferential
        purchase right pertaining to any of the Interests that would be triggered
        by the
        transactions contemplated hereby (each, a “Preferential Purchase Right”),
        Quicksilver shall send, within ten (10) Business Days following the execution
        of
        this Agreement, to the holder of each such right a written notice, in material
        compliance with the contractual provisions applicable to such Preferential
        Purchase Right.

       

      (b)  Exercise
        of Preferential Rights.  If, prior to Closing, any holder of a
        Preferential Purchase Right notifies Quicksilver that it intends to consummate
        the purchase of any part of the Interests and/or Acquired Assets to which
        its
        Preferential Purchase Right applies (in such case, a “Preferential Right
        Property”), that Preferential Right Property shall be excluded from the
        Interests to be assigned and sold to BreitBurn hereunder, and the Initial
        Consideration shall be reduced by the Preliminary Allocated Value of the
        excluded Preferential Right Property.  Quicksilver shall be entitled
        to all proceeds from the holder of a Preferential Purchase Right who exercises
        its right to purchase a Preferential Right Property prior to
        Closing.  If the holder of such Preferential Right Property thereafter
        fails to consummate the purchase of the Preferential Right Property covered
        by
        such right on or before sixty (60) days following the Closing Date, then
        Quicksilver may notify BreitBurn, and BreitBurn, if notified, shall purchase,
        on
        or before ten (10) Business Days following receipt of such notice, the
        Preferential Right Property from Quicksilver, under the terms of this Agreement
        for a price equal to the Preliminary Allocated Value of the applicable
        Preferential Right Property (as the same may be otherwise adjusted in accordance
        with the terms hereof).

       

      (c)  Expiration
        of Election Periods; Post-Closing.  If by Closing a Preferential
        Purchase Right burdening any Preferential Right Property has not been exercised,
        the time for exercising such Preferential Purchase Right has not expired
        and
        such Preferential Purchase Right has not been waived, then that Preferential
        Right Property shall be excluded from the Interests to be assigned and sold
        to
        BreitBurn hereunder, and the Initial Consideration shall be reduced by the
        Preliminary Allocated Value of such excluded Preferential Right
        Property.  If the time for the exercise of the Preferential Purchase
        Right with respect to any excluded Preferential Right Property described
        in this
Section 6.13(c) expires following the Closing without the exercise of
        such Preferential Purchase Right by the holder thereof or such Preferential
        Purchase Right is waived, then Quicksilver may notify BreitBurn, and BreitBurn,
        if notified, shall purchase, on or before ten (10) Business Days following
        receipt of such notice, such Preferential Right Property from Quicksilver,
        under
        the terms of this Agreement for a price equal to the Preliminary Allocated
        Value
        of such Preferential Right Property (as the same may be otherwise adjusted
        in
        accordance with the terms hereof; provided, in no event shall BreitBurn have
        any
        obligation to purchase any such Preferential Right Property pursuant to this
        Section 6.13(c) after 90 days following the Closing Date, unless
        BreitBurn has failed to comply with its obligations under this Section
        6.13(c) to purchase such Preferential Right Property during such 90-day
        period following the Closing Date).  All Preferential Right Properties
        for which applicable Preferential

      
        
          
          

        

        
          -60-

          
            

          

        

        
          
          
Purchase
          Rights have been waived prior to Closing, or as to which the period to
          exercise
          such right has expired prior to Closing, shall be sold to BreitBurn at
          Closing
          pursuant to the provisions of this Agreement.

      

       

      Section
        6.14  Environmental
        Defects; Environmental Defect Procedure and Adjustments.

       

      (a)  Environmental
        Assessment.  Upon notice to Quicksilver, BreitBurn shall, subject
        to the provisions of Section 6.4(a) and this Section 6.14(a), have
        the right to conduct an environmental assessment of all or any portion of
        the
        Acquired Assets (the “Environmental Assessment”) to be conducted by a
        reputable environmental consulting or engineering firm approved in advance
        in
        writing by Quicksilver but only to the extent that Quicksilver may grant
        such
        right without violating any obligations to any third party.  The
        Environmental Assessment shall be conducted at the sole cost, risk and expense
        of BreitBurn, and shall be subject to the indemnity provisions of Section
        6.4(a) and Section 9.3.  Prior to conducting any sampling,
        boring, drilling or other invasive investigative activity with respect to
        the
        Acquired Assets (“Invasive Activity”), BreitBurn shall furnish for
        Quicksilver’s review a proposed scope of such Invasive Activity, including a
        description of the activities to be conducted and a description of the
        approximate locations of such activities.  Any Invasive Activity shall
        be subject to the prior written approval of Quicksilver, and Quicksilver
        may
        require reasonable modifications of the proposed Invasive Activity as a
        condition of such approval.  Quicksilver shall have the right to be
        present during any Environmental Assessment of the Acquired Assets and shall
        have the right, at its option and expense, to split samples with
        BreitBurn.  After completing any Environmental Assessment of the
        Acquired Assets, BreitBurn shall, at its sole cost and expense, restore the
        Acquired Assets to approximately their original condition prior to the
        commencement of such Environmental Assessment, unless Quicksilver agrees
        that
        such restoration is unnecessary, and shall promptly dispose of all drill
        cuttings, corings, or other investigative-derived wastes generated in the
        course
        of the Environmental Assessment.  BreitBurn shall maintain, and shall
        cause its officers, employees, representatives, consultants and advisors
        to
        maintain, all information obtained by BreitBurn pursuant to any Environmental
        Assessment or other due diligence activity as strictly confidential prior
        to
        Closing or in perpetuity if Closing does not occur, unless disclosure of
        any
        facts discovered through such Environmental Assessment is required under
        any
        Environmental Laws.  BreitBurn shall provide Quicksilver with a copy
        of the final draft of all environmental reports prepared by, or on behalf
        of,
        BreitBurn with respect to any Environmental Assessment or Invasive Activity
        conducted on the Acquired Assets.  In the event that any necessary
        disclosures under applicable Environmental Laws are required prior to Closing
        with respect to matters discovered by any Environmental Assessment conducted
        by,
        for or on behalf of BreitBurn, BreitBurn agrees that Quicksilver shall be
        the
        responsible party for disclosing such matters to the appropriate Governmental
        Entities.

       

      (b)  Environmental
        Defects.

       

      (i)  If,
        as a
        result of its investigation pursuant to Section 6.14(a), BreitBurn
        determines that with respect to the Acquired Assets, there exists an
        Environmental Condition (other than with respect to asbestos, asbestos
        containing materials or NORM, and excluding any matter set forth on Schedule
        4.13) (in each case, an “Environmental Defect”), then on or prior to
        the Title Claim Date,

      
        
          
          

        

        
          -61-

          
            

          

        

        BreitBurn
          may give Quicksilver a written notice of such Environmental Defect that
          sets
          forth the information required by this Section 6.14(b) (an
“Environmental Defect Notice”).  For all purposes of this
          Agreement, BreitBurn shall be deemed to have waived any Environmental Defect
          which BreitBurn fails to timely and properly assert as an Environmental
          Defect
          by an Environmental Defect Notice received by Quicksilver on or before
          the Title
          Claim Date.  To be effective, an Environmental Defect Notice must set
          forth (i) a description of the matter constituting the alleged Environmental
          Defect, (ii) a description of each Acquired Asset (or portion thereof)
          affected
          by the alleged Environmental Defect, (iii) the proportionate share attributable
          to the Acquired Assets of the estimated Lowest Cost Response to eliminate
          the
          alleged Environmental Defect (the “Environmental Defect Amount”), and
          (iv) supporting documents reasonably necessary for Quicksilver to verify
          the
          existence of the alleged Environmental Defect and the Environmental Defect
          Amount.  BreitBurn shall furnish Quicksilver once every two (2) weeks
          from and after the date hereof until the Title Claim Date with Environmental
          Defect Notices with respect to any Environmental Defects that any employee
          or
          representative of BreitBurn discovers or becomes aware of during such two
          (2)
          week period.

      

       

      (ii)  Quicksilver
        shall have the right, but not the obligation, to attempt, at its sole cost,
        to
        cure or remediate at any time prior to Closing any Environmental Defects
        of
        which it has been advised by BreitBurn pursuant to an Environmental Defect
        Notice delivered before the Title Claim Date.

       

      (iii)  In
        the
        event that any Environmental Defect asserted by BreitBurn pursuant to an
        Environmental Defect Notice delivered before the Title Claim Date is not
        waived
        by BreitBurn or cured on or before the Closing Date, Quicksilver shall, at
        its
        sole election, elect (at the Closing, for Environmental Defects with respect
        to
        which no dispute exists) to do one of the following:

       

      (1)           subject
        to the Individual Environmental Defect Threshold and Aggregate Deductible,
        reduce the Initial Consideration by the amount of the Environmental Defect
        Amount relating to such Environmental Defect as agreed upon by Quicksilver
        and
        BreitBurn or determined pursuant to Section 6.14(b)(v);

       

      (2)           provided
        that the Parties shall have agreed to the general plan of remediation with
        respect to such Environmental Defect and the time period by which such
        remediation shall take place, cure such Environmental Defect after
        Closing;

       

      (3)           if
        such Environmental Defect can be cured by paying a fine or penalty, Quicksilver
        may cure such Environmental Defect by electing to pay such fine or penalty;
        or

       

      (4)           if
        applicable, terminate this Agreement pursuant to Section
        8.1(c).

       

      
        
          
          

        

        
          -62-

          
            

          

        

        
          
          

        

      

      (iv)  Section
        6.14(b)(iii) shall be the exclusive right and remedy of BreitBurn with
        respect to Environmental Defects asserted by BreitBurn pursuant to Section
        6.14(b)(i).

       

      (v)  Prior
        to
        Closing, Quicksilver and BreitBurn shall attempt to agree on all Environmental
        Defects and Environmental Defect Amounts that are the subject of timely and
        properly asserted Environmental Defect Notices.  If Quicksilver and
        BreitBurn are unable to agree by Closing, (1) all Environmental Defects and/or
        Environmental Defect Amounts in dispute shall be exclusively and finally
        resolved by arbitration pursuant to this Section 6.14(b)(v), (2) there
        shall be no reduction in the Initial Consideration at Closing with respect
        to
        the Environmental Defects and/or Environmental Defect Amounts in dispute,
        and
        (3) all adjustments and payments, if any, with respect thereto following
        Closing
        shall be made pursuant to this Section 6.14(b)(v).  The
        arbitrator shall be an environmental consultant approved in writing by
        Quicksilver and BreitBurn who is experienced in environmental corrective
        action
        at oil and gas properties in the relevant jurisdiction and who shall not
        have
        performed professional services for either Party or any of their respective
        Affiliates during the previous five years, as selected by mutual agreement
        of
        BreitBurn and Quicksilver within fifteen (15) days after the end of the Cure
        Period, and absent such agreement, by the Dallas office of the American
        Arbitration Association (the “Independent Expert”).  The
        arbitration proceeding shall be held in Dallas, Texas and shall be conducted
        in
        accordance with the Commercial Arbitration Rules of the American Arbitration
        Association, to the extent such rules do not conflict with the terms of this
        Section.  The Independent Expert’s determination shall be made within
        twenty (20) days after submission of the matters in dispute and shall be
        final
        and binding upon both Parties, without right of appeal.  In making his
        determination, the Independent Expert shall be bound by the rules set forth
        in
        this Section 6.14 and, subject to the foregoing, may consider such
        matters as in the opinion of the Independent Expert are necessary or helpful
        to
        make a proper determination.  Additionally, the Independent Expert may
        consult with and engage disinterested third parties to advise the Independent
        Expert.  The Independent Expert, however, may not award BreitBurn a
        greater Environmental Defect Amount than the Environmental Defect Amount
        claimed
        by BreitBurn in its applicable Environmental Defect Notice.  The
        Independent Expert shall act as an expert for the limited purpose of determining
        the specific disputed Environmental Defects and/or Environmental Defect Amounts
        submitted by either Party pursuant to this Section 6.14(b)(v) and may not
        award damages, interest or penalties to either Party with respect to any
        matter.  Quicksilver and BreitBurn shall each bear its own legal fees
        and other costs of presenting its case to the Independent Expert. Each Party
        shall bear one-half of the costs and expenses of the Independent
        Expert.  To the extent that the award of the Independent Expert with
        respect to any Environmental Defect Amount is not taken into account as an
        adjustment to the Initial Consideration at Closing pursuant to this Section
        6.14, then within ten (10) days after the Independent Expert delivers
        written notice to BreitBurn and Quicksilver of his award with respect to
        an
        Environmental Defect Amount, (i) BreitBurn shall pay to Quicksilver the amount,
        if any, so awarded by the Independent Expert to

      
        
          
          

        

        
          -63-

          
            

          

        

        Quicksilver
          and (ii) Quicksilver shall pay to BreitBurn the amount, if any, so awarded
          by
          the Independent Expert to BreitBurn.

      

       

      (vi)  Notwithstanding
        anything stated herein to the contrary and subject to the overall cap provided
        in Section 6.12(h), (1) in no event shall there be any adjustments to the
        Initial Consideration or other remedies provided by Quicksilver for any
        individual Environmental Defect for which the Environmental Defect Amount
        does
        not exceed $300,000 (the “Individual Environmental Defect Threshold”);
        and (2) in no event shall there be any adjustments to the Initial Consideration
        or other remedies provided by Quicksilver for those Environmental Defects
        that
        exceed the Individual Environmental Defect Threshold (each, a “Material
        Environmental Claim”, and collectively, “Material Environmental
        Claims”) unless the sum of all of the Material Environmental Claims plus all
        of the Material Title Claims exceeds the Aggregate Deductible, and after
        which
        point BreitBurn shall only be entitled to adjustments to the Initial
        Consideration to the extent that the sum of (A) the aggregate Environmental
        Defect Amounts for all Material Environmental Claims plus (B) the aggregate
        Title Defect Amounts for all Material Title Claims exceeds the Aggregate
        Deductible.  Material Environmental Claims shall not include any
        Environmental Defect that Quicksilver elects to cure pursuant to Section
        6.14(b)(iii)(2) or Section 6.14(b)(iii)(3).

       

      Section
        6.15  Historical
        Financial Statements.  

       

      (a)  Quicksilver
        shall use its commercially reasonable efforts to prepare, at the sole cost
        and
        expense of BreitBurn, the financial statements required by the Securities
        and
        Exchange Commission (“SEC”) (the “Special Financial Statements”),
        that will be required of BreitBurn or any of its Affiliates by the SEC in
        connection with reports, registration statements and other filings to be
        made by
        BreitBurn or any of its Affiliates related to the transactions contemplated
        by
        this Agreement with the SEC pursuant to the Securities Act, or the Exchange
        Act,
        in such form that such statements and the notes thereto can be audited by
        Deloitte & Touche LLP (“Quicksilver’s
        Auditor”).  Quicksilver (x) shall cooperate with and permit
        BreitBurn to reasonably participate in the preparation of the Special Financial
        Statements and (y) shall provide BreitBurn and its representatives with
        reasonable access to the personnel of Quicksilver and its Affiliates who
        engage
        in the preparation of the Special Financial Statements.

       

      (b)  Quicksilver
        shall execute and deliver or cause to be executed and delivered to Quicksilver’s
        Auditor such representation letters, in form and substance customary for
        representation letters provided to external audit firms by management of
        Quicksilver (if the financial statements are the subject of an audit or are
        the
        subject of a review pursuant to Statement of Accounting Standards 100 (Interim
        Financial Information)), as may be reasonably requested by Quicksilver’s
        Auditor, with respect to the Special Financial Statements.  BreitBurn
        agrees that (i) to the extent any such representation letter is delivered
        by
        Quicksilver’s management, or on its behalf, BreitBurn shall indemnify and hold
        harmless Quicksilver’s management and provide a defense for Quicksilver’s
        management (INCLUDING,
        IN EACH CASE, WITH RESPECT TO THEIR OWN NEGLIGENCE) with regard
        to the execution, delivery or any other action related to the provision of
        such
        representation letters to the same

      
        
          
          

        

        
          -64-

          
            

          

        

        
          
          
extent
          as
          any executive officer or director of BreitBurn would be indemnified had
          they
          performed such action; (ii) BreitBurn shall provide a customary representation
          letter to Quicksilver’s Auditor, if reasonably requested; and (iii) BreitBurn’s
          existing outside auditors shall provide a customary representation letter
          to
          Quicksilver’s Auditor, if reasonably requested.

      

       

      (c)  Quicksilver
        has engaged Quicksilver’s Auditor to perform an audit of the Special Financial
        Statements and shall use commercially reasonable efforts to cause Quicksilver’s
        Auditor to issue unqualified opinions with respect to the Special Financial
        Statements (the Special Financial Statements and related audit opinions being
        hereinafter referred to as the “Audited Special Financial Statements”)
        and provide its written consent for the use of its audit reports with respect
        to
        the Special Financial Statements in reports, registration statements or other
        documents filed by BreitBurn or any of its Affiliates under the Exchange
        Act or
        the Securities Act, as needed.  BreitBurn shall reimburse Quicksilver
        for all fees charged by Quicksilver’s Auditor with respect to the preparation
        and delivery by Quicksilver’s Auditor to BreitBurn of the Audited Special
        Financial Statements and any other fees charged by Quicksilver’s Auditor to
        facilitate BreitBurn’s ongoing compliance with SEC rules and
        regulations.  Quicksilver shall take all reasonable action as may be
        necessary to facilitate the completion of such audit and delivery of the
        Audited
        Special Financial Statements to BreitBurn or any of its Affiliates as soon
        as
        reasonably practicable, but no later than the Closing Date.  BreitBurn
        shall reimburse Quicksilver for all reasonable costs and expenses incurred
        by
        Quicksilver in complying with this Section 6.15.

       

      Section
        6.16  Operatorship.  Within
        ten (10) Business Days after execution of this Agreement, Quicksilver shall
        send
        notices to all co-owners of the QRI Assets that it currently operates indicating
        that it is resigning as operator contingent upon and effective at Closing,
        and
        nominating and recommending BreitBurn (or, at BreitBurn’s request, BreitBurn’s
        designated Affiliate under Section 11.3) as successor operator, subject
        to and in reliance on BreitBurn’s representations, warranties, covenants and
        agreements in this Section 6.16.  Quicksilver will, upon
        BreitBurn’s request, assist BreitBurn in its efforts to succeed Quicksilver as
        operator of the applicable QRI Assets, but without being obligated to pay
        any
        consideration or waive or release any right or privilege as part of such
        assistance.  BreitBurn shall promptly, following Closing, file all
        appropriate forms, and declarations or bonds with federal and state agencies
        relative to its assumption of operatorship if BreitBurn elects to assume
        operatorship.  For all Quicksilver-operated QRI Assets for which
        BreitBurn wishes to assume operatorship, Quicksilver, subject to compliance
        with
        all applicable operating agreements, shall execute and deliver to BreitBurn
        at
        Closing and BreitBurn shall promptly file all the appropriate forms with
        the
        applicable regulatory agency transferring operatorship of such QRI Assets
        to
        BreitBurn.  BreitBurn represents and warrants to, and covenants and
        agrees with Quicksilver, that BreitBurn (or any Affiliate of BreitBurn that
        BreitBurn requests be nominated and recommended as successor operator pursuant
        to this Section 6.16), as applicable, is qualified and has the
        operational capability to succeed Quicksilver as operator and conduct operations
        to at least the same standard as Quicksilver in accordance with the terms
        of the
        applicable operating agreement (or before assuming such operatorship will
        be so
        qualified and have such operational capacity).

       

      Section
        6.17  Cash
        Items.  After
        Closing, all proceeds, accounts receivable, notes receivable, income, revenues,
        monies and other items included in or attributable to the Excluded Assets
        and
        all other Excluded Assets shall belong to and be paid over to Quicksilver,
        and
        all

      
        
          
          

        

        
          -65-

          
            

          

        

        
          
          
proceeds,
          accounts receivable, notes receivable, income, revenues, monies and other
          items
          included in or attributable to the QRI Assets with respect to any period
          of time
          after the Effective Time shall belong to and be paid over to BreitBurn,
          subject,
          in each case, to the adjustments provided in Sections 2.5(c) and
2.6.

      

       

      Section
        6.18  Standstill.  Each
        Party agrees that, so long as the other Party is not in material breach of
        the
        terms of this Agreement, such Party will not, and will cause each of its
        Affiliates and their respective officers, directors, managers, partners,
        employees, agents or representatives (including any financial or legal advisors
        or other representatives) not to, directly or indirectly, (a) solicit, initiate
        or facilitate (by way of furnishing information) any inquiries or proposals
        regarding any transaction involving, or in any way relating to, the sale
        of the
        Acquired Companies and/or the sale of all or substantially all of the Acquired
        Assets other than the transactions contemplated by this Agreement (a
“Competing Transaction”), (b) participate in discussions or negotiations
        regarding, or furnish to any Person any information in connection with, a
        Competing Transaction, or (c) enter into any agreement regarding any Competing
        Transaction.

       

      Section
        6.19  Release.  On
        or before Closing, Quicksilver shall cause (a) the Acquired Companies to
        be
        released from any obligations in respect of the Disclosed Contracts listed
        in
        item 1 and item 2 of Schedule 4.8 and (b) any Liens encumbering any of
        the Interests that secure the payment of Long Term Debt or any other
        indebtedness for borrowed money to be released.

       

      Section
        6.20  Quicksilver
        Lock-Up.  Without the prior written consent of BreitBurn,
        Quicksilver agrees that it will not effect a sale or distribution of any
        of the
        Common Units comprising the Equity Consideration prior to the first anniversary
        of the Closing Date (the “Lock-Up Date”).  From and after the
        Lock-Up Date and until eighteen (18) months after the Closing Date, Quicksilver
        may sell up to fifty percent (50%) of the Common Units comprising the Equity
        Consideration.  Quicksilver shall be free to sell all or any portion
        of the Common Units comprising the Equity Consideration after eighteen (18)
        months from the Closing Date.  Notwithstanding the prohibitions in
        this Section 6.20, Quicksilver may at any time: (a) transfer the Common
        Units comprising the Equity Consideration to an Affiliate of Quicksilver
        (provided that such Affiliate agrees to the restrictions in this Section
        6.20); and (b) pledge or grant a security interest in the Common Units
        comprising the Equity Consideration (provided such pledgee agrees to the
        restrictions in this Section 6.20), and any pledgee of such Common
        Units shall be permitted to transfer the Common Units in connection with
        any
        exercise of its rights against Quicksilver or any of its Affiliates (provided
        that the transferee agrees to the restrictions in this Section
        6.20).

       

      Section
        6.21  Redemption
        Prohibition.  BreitBurn shall not, and shall cause its Affiliates
        (including BreitBurn Parent) not to, repurchase or redeem Common Units or
        take
        any other action that would cause Quicksilver to own fifty percent (50%)
        or more
        of the outstanding limited partner interests of BreitBurn Parent.

       

      Section
        6.22  Consent.  BreitBurn
        shall obtain the consent required pursuant to the document listed under item
        1
        of Schedule 5.4(a).


       

      
        
          
          

        

        
          -66-

          
            

          

        

        
          
          

        

      

      Section
        6.23  End
        User Contracts.  

       

      (a)  If
        any of
        the Contracts provide for the sale of Hydrocarbons by Quicksilver or any
        of its
        Affiliates to a Person who is using such Hydrocarbons rather than acting
        as a
        reseller or marketer of such Hydrocarbons (the “End User Contracts”),
        then the following provisions of this Section 6.23 shall
        apply.

       

      (b)  Quicksilver
        and BreitBurn shall use commercially reasonable efforts to identify all End
        User
        Contracts within twenty five (25) days after the date of this
        Agreement.  Each Party shall notify the other of those Contracts which
        it has identified as End User Contracts.

       

      (c)  Breitburn
        may notify Quicksilver of its election to include any one or more of the
        End
        User Contracts identified and notified by either Party pursuant to clause
        (b)
        above in the Excluded Assets, in which case such End User Contracts shall
        be
        deemed part of the Excluded Assets (the “Subject
        Contracts”).  The aforesaid notice shall be given by BreitBurn to
        Quicksilver within thirty (30) days after the date of this
        Agreement.  Any End User Contracts not included in Excluded Assets
        pursuant to such notice shall remain part of the Acquired Assets. If any
        Subject
        Contract is held by an Affiliate of Quicksilver, then such Subject Contract
        shall be assigned by such Affiliate to Quicksilver, to the extent such Subject
        Contract is assignable, prior to the Closing.

       

      (d)  As
        to
        each Subject Contract, at Closing BreitBurn and Quicksilver shall enter into
        an
        agreement whereby BreitBurn agrees to (i) sell to Quicksilver the volumes
        of
        Hydrocarbons covered by such Subject Contract on the same terms and conditions
        that are contained in such Subject Contract; provided, the sales price to
        Quicksilver for each MMBtu or other applicable unit of measure shall be the
        MMBtu price or other unit price applicable under the Subject Contract less
        $0.02
        mcfe and (ii) provide everything necessary and perform every action necessary
        (other than nomination, scheduling and marketing services that shall be provided
        by Quicksilver at its sole cost and expense), including, without limitation,
        providing transportation, at BreitBurn’s sole cost and expense, for Quicksilver
        to comply in all respects with its obligations under such Subject
        Contract.  By way of clarification, BreitBurn shall have the same
        termination and non-renewal rights that Quicksilver or its Affiliate have
        under
        the Subject Contract and applicable law.  BreitBurn acknowledges and
        agrees that Quicksilver shall have the right to terminate any of the Subject
        Contracts as provided therein and shall have no obligation to extend or renew
        any of the Subject Contracts.

       

      (e)  Following
        the Closing, BreitBurn may notify Quicksilver of its election to accept the
        assignment of any one or more of the Subject Contracts, in which case
        Quicksilver shall assign such Subject Contracts to BreitBurn (without recourse,
        representation or warranty by Quicksilver but free and clear of any Liens
        created by, through or under Quicksilver encumbering such Subject Contracts
        other than Permitted Liens), subject to obtaining any required consent from
        the
        counterparty under such Subject Contracts.  Any Subject Contract so
        assigned by Quicksilver to BreitBurn pursuant to this Section 6.23(d)
        shall automatically be deemed to be an Acquired Asset.

       

      
        
          
          

        

        
          -67-

          
            

          

        

        
          
          

        

      

      ARTICLE
        VII

      CONDITIONS

       

      Section
        7.1  Conditions
        Precedent to Obligations of BreitBurn and Quicksilver.  The
        respective obligations of BreitBurn and Quicksilver to consummate the
        transactions contemplated by this Agreement are subject to satisfaction or
        waiver, at or prior to the Closing Date, of each of the following
        conditions:

       

      (a)  No
        Orders or Actions.  There shall have been no Order of any nature
        by any Governmental Entity that is in effect that restrains or prohibits
        the
        consummation of any of the transactions contemplated by this Agreement, and
        no
        Action before any Governmental Entity shall have been instituted or threatened
        by any Person which seeks to prevent or delay the consummation of the
        transactions contemplated by this Agreement or which challenges the
        enforceability of this Agreement.

       

      (b)  Regulatory
        Authorizations.  All Permits of any Governmental Entity (other
        than any Customary Post-Closing Consents) as are necessary in connection
        with
        the transfer of the Interests to BreitBurn (except where the failure to have
        received such Permit would not have a Material Adverse Effect) and the issuance
        of Common Units comprising the Equity Consideration to Quicksilver have been
        obtained; and all applicable waiting periods specified under the
        Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “Hart-Scott
        Act”) with respect to the transactions contemplated by this Agreement shall
        have lapsed or terminated.

       

      Section
        7.2  Conditions
        Precedent to Obligation of Quicksilver.  The
        obligation of Quicksilver to consummate the transactions contemplated by
        this
        Agreement is subject to satisfaction or waiver of each of the following
        conditions:

       

      (a)  Representations
        and Warranties.  BreitBurn’s representations and warranties made
        in this Agreement shall be true and correct in all material respects (and
        in all
        respects, in the case of representations and warranties which are qualified
        by
        materiality) as though made on the Closing Date, except to the extent such
        representations and warranties expressly relate to an earlier date (disregarding
        the reference to the date of this Agreement set forth in the provision
        immediately before Section 5.1), in which case they shall be true and
        correct in all material respects (and in all respect, in the case of
        representations and warranties which are qualified by materiality) as of
        such
        earlier date.

       

      (b)  Performance
        of Covenants.  BreitBurn shall have performed and complied in all
        material respects with all obligations and covenants required by this Agreement
        to be performed by BreitBurn prior to or at Closing.

       

      (c)  Officer’s
        Certificate.  BreitBurn shall have delivered to Quicksilver
        certificates signed by authorized officers of BreitBurn, dated as of the
        Closing
        Date, to the effect that the conditions set forth in Section 7.2(a) and
Section 7.2(b) have been satisfied.

       

      (d)  Listing
        of Common Units.  The Nasdaq Global Market shall have approved the
        Common Units comprising the Equity Consideration for listing, subject only
        to
        official notice of issuance and evidence of satisfactory
        distribution.

       

      
        
          
          

        

        
          -68-

          
            

          

        

        
          
          

        

      

      (e)  Tax
        Opinions.  Breitburn shall have provided to Quicksilver on the
        Closing Date a copy of an opinion of counsel addressed to BreitBrun and
        BreitBurn Parent, in the form attached as Exhibit G hereto, dated as of
        the Closing Date, to the effect that (i) Breitburn Parent is classified as
        a
        partnership and Breitburn is disregarded as an entity separate from Breitburn
        Parent for United States federal Tax purposes and (ii) at least 90% of Breitburn
        Parent’s current gross income constitutes “qualifying income” within the meaning
        of Section 7704(d) of the Code.

       

      Section
        7.3  Conditions
        Precedent to Obligation of BreitBurn.  The
        obligation of BreitBurn to consummate the transactions contemplated by this
        Agreement is subject to satisfaction or waiver of each of the following
        conditions:

       

      (a)  Representations
        and Warranties.  Quicksilver’s representations and warranties made
        in this Agreement (i) shall be true and correct in all respects as to those
        representations and warranties qualified by the requirement of a Material
        Adverse Effect and (ii) as to all representations and warranties not covered
        by
        clause (i) preceding, shall be true and correct in all respects with the
        exception of inaccuracies and breaches that individually or in the aggregate
        have not resulted in or given rise to, or would reasonably not be expected
        to
        result in or give rise to, a Material Adverse Effect, in each case, on the
        Closing Date as though made on the Closing Date (except to the extent such
        representations and warranties expressly relate to an earlier date (disregarding
        the reference to the date of this Agreement set forth in the provision
        immediately before Section 3.1 and Section 4.1), in which case as
        to such representations and warranties referenced in the immediately preceding
        provision shall be deemed to refer to the earlier date referenced in such
        representation and warranty) and in each case subject to any supplement or
        amendment to the Disclosure Schedules permitted by Section
        6.9.

       

      (b)  Performance
        of Covenants.  Quicksilver shall have performed and complied in
        all material respects with all obligations and covenants required by this
        Agreement to be performed by Quicksilver prior to or at Closing.

       

      (c)  Officer’s
        Certificate.  Quicksilver shall have delivered to BreitBurn a
        certificate signed by an authorized officer of Quicksilver, dated as of the
        Closing Date, to the effect that the conditions set forth in Section
        7.3(a) and Section 7.3(b) have been satisfied.

       

      (d)  Pre-Closing
        Conversion.  Quicksilver shall have provided documentation
        reasonably satisfactory to BreitBurn evidencing that the Conversions shall
        have
        been consummated and are effective under applicable state law.

       

      (e)  Audited
        Special Financial Statements.  Quicksilver shall have delivered to
        BreitBurn the Audited Special Financial Statements.

       

      ARTICLE
        VIII

      TERMINATION

       

      Section
        8.1  Termination
        Events.  This
        Agreement may be terminated at any time prior to Closing:

       

      (a)  by
        the
        mutual written consent of BreitBurn and Quicksilver;

       

      
        
          
          

        

        
          -69-

          
            

          

        

        
          
          

        

      

      (b)  by
        either
        BreitBurn or Quicksilver if Closing has not occurred by the close of business
        on
        December 31, 2007 (provided the Party seeking to terminate this Agreement
        is not
        in material default of any of its representations, warranties, covenants
        or
        agreements under this Agreement), provided, however, that such date
        shall be extended to accommodate any cure period specified in Section
        8.1(d) or Section 8.1(e), as applicable;

       

      (c)  by
        Quicksilver or BreitBurn, upon written notice to the other Party, in the
        event
        that the sum of (i) the downward adjustments to the Initial Consideration
        for
        Title Defects in accordance with the provisions of Section 6.12, in the
        aggregate, plus (ii) the downward adjustments to the Initial Consideration
        on
        account for Environmental Defects in accordance with the provisions of
Section 6.14 equals or exceeds $145,000,000; provided, however,
        that if BreitBurn and Quicksilver have not agreed upon the aforesaid downward
        adjustment in the Initial Consideration attributable to any Title Defect
        or
        Environmental Defect, then the downward adjustment asserted by BreitBurn
        for
        such Title Defect or Environmental Defect shall be used only for purposes
        of
        determining Quicksilver’s right to terminate under this clause (c);

       

      (d)  by
        BreitBurn, if Quicksilver shall have breached or failed to perform in any
        material respect any of its representations, warranties, covenants or other
        agreements contained in this Agreement, which breach or failure to perform
        would
        give rise to the failure of a condition set forth in Section 7.3;
provided, however, that the breaching Party shall first be entitled to
        ten (10) days’ notice and the opportunity to cure and provided
        furthermore that the Party seeking to so terminate not be in breach at such
        time;

       

      (e)  by
        Quicksilver, if BreitBurn shall have breached or failed to perform in any
        material respect any of its representations, warranties, covenants or other
        agreements contained in this Agreement, which breach or failure to perform
        would
        give rise to the failure of a condition set forth in Section 7.2;
provided, however, that the breaching Party shall first be entitled to
        ten (10) days’ notice and the opportunity to cure and provided
        furthermore that the Party seeking to so terminate not be in breach at such
        time; or

       

      (f)  by
        either
        BreitBurn or Quicksilver if any Law or Order or rule becomes final and
        effective, prohibiting or making illegal the consummation of the transactions
        contemplated by this Agreement, upon notification to the non-terminating
        Party
        by the terminating Party.

       

      Section
        8.2  Effect
        of Termination.

       

      (a)  In
        the
        event of any termination of this Agreement as provided in Section 8.1,
        this Agreement shall forthwith be of no further force and effect and, except
        for
        the obligations regarding the Deposit (under Section 2.2), BreitBurn’s
        indemnification obligations under Section 6.4(a)(iii), the Parties’
respective obligations under Section 11.2, and BreitBurn’s obligations
        under the Confidentiality Agreement, all of which shall expressly survive
        the
        termination of this Agreement, neither Party shall have any further obligation
        or liability to the other with regard to this Agreement, the transactions
        contemplated hereby, or the termination hereof except to the limited extent
        provided in Section 2.2(b) and Section 8.2(b).

       

      
        
          
          

        

        
          -70-

          
            

          

        

        
          
          

        

      

      (b)  If
        all
        conditions precedent to the obligations of Quicksilver to consummate the
        transactions contemplated by this Agreement set forth in Article VII have
        been met and this Agreement is terminated prior to Closing pursuant to
Section 8.1(d) as a result of (i) Quicksilver’s breach of any of
        Quicksilver’s representations and warranties contained in this Agreement or (ii)
        Quicksilver’s (A) intentional failure to perform in any material respect any of
        the covenants or agreements contained in Section 2.12 (assuming the
        conditions precedent to the obligations of Quicksilver to consummate the
        transactions contemplated by this Agreement set forth in Article VII have
        been met), Section 6.2(b), Section 6.15, Section 6.18 or
Section 6.19 or (B) intentional failure to perform in
        any material
        respect any remaining material covenants or agreements contained in this
        Agreement which failure (that is, a failure referenced in this clause (B))
        is
        designed by Quicksilver to cause one or more of the conditions to Closing
        set
        forth in Article VII not to be met, and the collective failure to perform
        under clauses (A) and (B) preceding results in Damages suffered by BreitBurn
        as
        a result of such termination (including any costs resulting from the unwinding
        or termination of any hedges or contingent hedges) of $72,500,000 or more,
        then
        notwithstanding anything to the contrary in this Agreement, Breitburn, in
        addition to the return of the Deposit, shall be entitled to recover from
        Quicksilver an amount equal to the Damages BreitBurn suffers as a result
        of such
        termination (including any costs resulting from the unwinding or termination
        of
        any hedges or contingent hedges; and the Parties acknowledge and agree that
        any
        such costs will constitute direct damages and thus are not covered by
Section 11.13).

       

      ARTICLE
        IX

      SURVIVAL;
        INDEMNIFICATION

       

      Section
        9.1  Survival.

       

      (a)  The
        representations, warranties, covenants and agreements set forth in this
        Agreement shall survive Closing and the delivery of the Asset Assignments,
        the
        Venture Assignments and any other Closing documents; provided, however,
        that (i) except as provided in clause (ii) below, and except for representations
        and warranties made in Section 4.11 with respect to Taxes, which are
        addressed in Article X, the representations and warranties made in
Article III and Article IV and any corresponding representations
        and warranties made in any certificate delivered by or on behalf of Quicksilver
        at Closing pursuant to Section 2.12 (as well as any indemnification
        obligations or liabilities therefor) shall only survive until the date that
        is
        nine (9) months following the Closing Date, (ii) the representations and
        warranties made in Section 4.13, Section 4.18(d) or in any
        certificates or documents relating thereto delivered in connection with this
        Agreement shall terminate as of the Closing Date (and Quicksilver shall not
        have
        any indemnification obligations or liabilities therefor), (iii) except as
        provided in clause (i) above, the representations and warranties, if any,
        made
        by Quicksilver in any certificates or documents delivered in connection with
        this Agreement shall terminate as of the Closing Date (and Quicksilver shall
        not
        have any indemnification obligations or liabilities therefor), (iv) all
        covenants and agreements set forth in Section 6.1 (as well as any
        indemnification obligations or liabilities therefor) shall only survive until
        the date that is nine (9) months following the Closing Date, and (v) all
        covenants and agreements of Quicksilver contemplated to be complied with
        or
        performed prior to the Closing (as well as any indemnification obligations
        or
        liabilities therefor) shall only survive until the date that is nine (9)
        months
        following the Closing Date.  The survival

      
        
          
          

        

        
          -71-

          
            

          

        

        
          
          
period
          set forth above for each representation, warranty, covenant or agreement
          is
          referred to herein as the “Survival Period.”

      

       

      (b)  No
        Action
        for Damages or other relief of any kind (including an Action under
Section 9.2(a) or Section 9.3(a)) arising out of or
        relating to any breach of representation, warranty, covenant or agreement
        under
        this Agreement or in any certificate or documents delivered in connection
        with
        this Agreement may be brought unless a written notice describing the nature
        of
        the Action, the theory of liability or the nature of the relief sought and
        the
        material factual assertions upon which the Action is based (a “Claim
        Notice”) is given to the other Party before the termination of the
        applicable Survival Period.  Notwithstanding anything herein to the
        contrary, a claim for a breach of any representation, warranty, covenant
        or
        agreement that would otherwise terminate shall continue to survive for any
        Damages with respect to which a Claim Notice is given pursuant to this Agreement
        prior to the end of the applicable Survival Period, until such claim is finally
        resolved and all related Damages are paid, subject to the limitations and
        restrictions set forth herein, and any such Claim Notice made as to Damages
        that
        may also be recoverable from third parties or insurance pursued by BreitBurn
        as
        contemplated in Section 9.4 below shall nevertheless be valid
        Damages for purposes of tolling the applicable Survival Period notwithstanding
        the pendency of any such potential recoveries.

       

      Section
        9.2  Indemnification
        by Quicksilver.

       

      (a)  General
        Indemnity from Quicksilver.  Except as otherwise provided in
Article X and subject to the further provisions hereof, if Closing
        occurs, then upon, from and after Closing Quicksilver shall DEFEND,
        INDEMNIFY AND HOLD HARMLESS BreitBurn, the Acquired Companies and their
        respective successors and permitted assigns and their respective shareholders,
        members, partners (general and limited), officers, directors, managers,
        employees (other than the Business Employees and any other employee of
        Quicksilver relating to the QRI Assets), agents and representatives and each
        of
        their heirs, executors, successors and assigns (collectively, the “BreitBurn
        Indemnified Parties”), from and against and in respect of any and all
        Damages, which arise out of (i) any breach of any of the representations
        and warranties (other than those which do not survive the Closing as stated
        in
Section 9.1(a)) made in Article III, Article IV (other than
        representations and warranties made in Section 4.11 with respect to
        Taxes, which are addressed in Article X), or any corresponding
        representations and warranties made in any certificate delivered by or on
        behalf
        of Quicksilver at Closing pursuant to Section 2.12, (ii) any breach
        of any of the covenants of Quicksilver in this Agreement, or (iii) the
        Retained Liabilities.

       

      (b)  Limitations
        on Quicksilver’s Indemnity Obligations.  The obligation to
        indemnify BreitBurn Indemnified Parties set forth in Section 9.2(a)
        shall be subject to each of the following limitations:

       

      (i)  Quicksilver’s
        indemnification obligations under Section 9.2(a)(i) as to breach of
        a particular representation or warranty shall terminate upon expiration of
        the
        respective Survival Period, except as set forth in
Section 9.1(b).

       

      
        
          
          

        

        
          -72-

          
            

          

        

        
          
          

        

      

      (ii)  Excluding
        the Retained Liabilities, any individual indemnification claim for Damages
        asserted by BreitBurn or any other BreitBurn Indemnified Parties under this
        Section 9.2 must equal or exceed the sum of $1,000,000 (“De Minimis
        BreitBurn Losses”); and any such individual indemnification claim for
        Damages asserted by BreitBurn or any BreitBurn Indemnified Parties that does
        not
        meet or exceed the De Minimis BreitBurn Losses shall be excluded in their
        entirety, and Quicksilver, shall have no liability hereunder to BreitBurn
        or any
        other BreitBurn Indemnified Parties for any such individual indemnification
        claim for Damages that does not meet or exceed the De Minimis BreitBurn
        Losses;

       

      (iii)  To
        the
        extent that BreitBurn or BreitBurn Indemnified Parties timely and properly
        assert indemnification claims for Damages which individually meet or exceed
        the
        De Minimis BreitBurn Losses (each, a “Material Claim”, and, collectively,
        the “Material Claims”), Quicksilver shall have no indemnification,
        reimbursement or payment obligations for any Damages pursuant to this Section
        9.2, unless and until, and then only to the extent, the cumulative aggregate
        amount of all Material Claims exceed $45,000,000 (“Quicksilver’s
        Deductible”), after which point, Quicksilver shall only be liable for the
        amount by which such Material Claims exceed Quicksilver’s Deductible, subject to
        the further limitations set forth in Sections 9.2(b)(iv) and Section
        9.2(b)(v); provided, the preceding provisions of this subsection (iii) shall
        not apply to Retained Liabilities.

       

      (iv)  The
        limitations described in Section 1.3 above; and

       

      (v)  NOTWITHSTANDING
        ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT BUT SUBJECT TO
SECTION 8.2(b), QUICKSILVER’S AGGREGATE
        LIABILITY TO BREITBURN AND ANY BREITBURN INDEMNIFIED PARTIES FOR ALL ACTIONS
        OR
        DAMAGES UNDER OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
        HEREBY, INCLUDING WITH RESPECT TO THE INDEMNIFICATION PROVISIONS SET FORTH
        IN
        THIS ARTICLE IX OR ANY APPLICABLE
        PROVISIONS OF ARTICLE X, OR ANY
        BREACH BY QUICKSILVER OF THIS AGREEMENT, SHALL NOT EXCEED AN AMOUNT EQUAL
        TO (i)
        $145,000,000 LESS (ii) THE AGGREGATE AMOUNT OF ALL DOWNWARD ADJUSTMENTS TO
        THE
        INITIAL CONSIDERATION FOR TITLE DEFECTS AND ENVIRONMENTAL DEFECTS IN ACCORDANCE
        WITH THE PROVISIONS OF SECTIONS 6.12
        AND 6.14 (THE
“AGGREGATE
        INDEMNITY CAP”); AND ANY
        CLAIMS, ACTIONS OR DAMAGES OF ANY KIND WHATSOEVER IN EXCESS OF THE AGGREGATE
        INDEMNITY CAP ARE HEREBY WAIVED AND RELEASED BY BREITBURN AND ALL OTHER
        BREITBURN INDEMNIFIED PARTIES IN ALL RESPECTS (AND BREITBURN SHALL INDEMNIFY,
        DEFEND AND HOLD QUICKSILVER AND THE OTHER QUICKSILVER
        INDEMNIFIED

      
        
          
          

        

        
          -73-

          
            

          

        

        
          
          

        

      

       

      PARTIES
        HARMLESS FROM AND AGAINST ANY SUCH CLAIMS, ACTIONS OR DAMAGES IN EXCESS OF
        SUCH
        AGGREGATE INDEMNITY CAP), IN EACH CASE, REGARDLESS OF THE SOLE, JOINT,
        CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE OR GROSS NEGLIGENCE,
        WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF
        ANY
        KIND OF QUICKSILVER, BREITBURN, THE TRANSFERRED COMPANIES, OR ANY OTHER PARTY
        OR
        PERSON.

       

      (c)  Survival;
        Exclusive Remedy.  The indemnities provided in this Section
        9.2 and Article X shall survive Closing, as contemplated in
Section 9.1.  Except as provided in Article X or in
Section 11.13, the indemnity provided in this Section 9.2 shall be
        the sole and exclusive remedy of BreitBurn and any other BreitBurn Indemnified
        Parties from and after Closing against Quicksilver, at Law, in equity or
        otherwise, relating to this Agreement (including, without limitation, any
        alleged breach hereof) or the transactions contemplated hereby.

       

      (d)  Claim
        Procedure.  BreitBurn shall give Quicksilver prompt written
        notice of any third party Action or other Damages claims which may give rise
        to
        any indemnity obligation under this Section 9.2, together with the
        estimated amount of such Action or Damages, and Quicksilver shall have the
        right
        to assume the defense of any such Action through counsel of its own choosing,
        by
        so notifying BreitBurn within sixty (60) days of receipt of BreitBurn’s written
        notice; provided, however, that Quicksilver’s counsel shall be
        reasonably satisfactory to BreitBurn.  Failure to give prompt notice
        shall not affect the indemnification obligations hereunder in the absence
        of
        actual prejudice.  If BreitBurn desires to participate in, but not
        control, any such defense assumed by Quicksilver, it may do so at its sole
        cost
        and expense.  If Quicksilver declines to assume any such defense, it
        shall be liable for all reasonable costs and expenses of defending such Action
        incurred by BreitBurn, including reasonable fees and disbursements of counsel
        in
        the event it is ultimately determined that Quicksilver is liable for such
        Action
        pursuant to the terms of this Agreement.  If Quicksilver has assumed
        any such defense, but thereafter Quicksilver has failed to diligently maintain
        such defense, then BreitBurn shall give Quicksilver written notice thereof
        and,
        if Quicksilver does not take reasonable action to remedy such failure within
        thirty (30) days after receipt, then BreitBurn may assume such defense and
        Quicksilver shall continue to be liable for all reasonable costs and expenses
        incurred in defending such actions, provided that BreitBurn thereafter
        diligently maintains such defense and is commercially reasonable (given the
        size
        and nature of the claim involved) in the manner of defense and the costs
        and
        expenses incurred.  Quicksilver shall not, without the written consent
        of a BreitBurn Indemnified Party, settle any Action or claim against such
        BreitBurn Indemnified Party or consent to the entry of any judgment with
        respect
        thereto that (i) does not result in a final resolution of the BreitBurn
        Indemnified Party’s liability with respect to such Action or claim (including,
        in the case of a settlement, an unconditional written release of the BreitBurn
        Indemnified Party from all further liability in respect of such Action or
        claim)
        or (ii) would result in the imposition of a consent order, injunction or
        decree
        which would materially and adversely restrict the future activity or conduct
        of
        the BreitBurn Indemnified Party, other than conduct which violates a
        Law.

       

      
        
          
          

        

        
          -74-

          
            

          

        

        
          
          

        

      

      Section
        9.3  Indemnification
        by BreitBurn.

       

      (a)  General
        Indemnity from BreitBurn; Assumed Liabilities.  Upon, from and
        after Closing, BreitBurn shall DEFEND, INDEMNIFY AND
        HOLD HARMLESS Quicksilver, its
        respective successors and permitted assigns and their respective shareholders,
        members, partners (general and limited), officers, directors, managers,
        employees, agents and representatives and each of their heirs, executors,
        successors and assigns (collectively, the “Quicksilver Indemnified
        Parties”), from and against and in respect of any and all Damages arising
        out of (i) any breach of any of the representations and warranties made in
Article V, or any corresponding representations and warranties made in
        any certificate delivered by or on behalf of BreitBurn at Closing pursuant
        to
Section 2.11, (ii) any breach of any of the covenants of BreitBurn
        in this Agreement, (iii) any Assumed Liabilities, (iv) any Transferred
        Company Liabilities, (v) any of the Subject Contracts or any other contract
        ancillary thereto and (vi) BreitBurn’s failure to perform under any of the
        agreements to be entered into between BreitBurn and Quicksilver pursuant
        to
Section 6.23(d), IN EACH CASE, REGARDLESS OF THE SOLE, JOINT,
        CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE OR GROSS NEGLIGENCE
        OR
        WILLFUL MISCONDUCT (OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
        RELATING TO QUICKSILVER’S OBLIGATIONS TO PROVIDE NOMINATION, SCHEDULING AND
        MARKETING SERVICES WITH RESPECT TO THE SUBJECT CONTRACTS), STRICT LIABILITY
        OR
        OTHER FAULT OR RESPONSIBILITY OF ANY KIND OF QUICKSILVER, BREITBURN, THE
        TRANSFERRED COMPANIES, OR ANY OTHER PARTY OR PERSON.

       

      (b)  Environmental
        Indemnity and Release.  Notwithstanding anything herein to the
        contrary, in addition to the indemnities set forth in Section 9.3(a),
        effective as of Closing, BreitBurn and its successors and assigns hereby
        assume,
        agree to be responsible for and pay on a current basis, and agree to
DEFEND, INDEMNIFY, HOLD HARMLESS
        AND FOREVER
        RELEASE the Quicksilver Indemnified Parties from
        and against any and all Actions or Damages arising from, based upon, related
        to
        or associated with any Environmental Liabilities or other environmental matter
        related or attributable to the Acquired Assets, or assets or properties of
        any
        of the Transferred Companies, regardless of whether such Actions or Damages
        arose prior to, on or after the Effective Time, whether known or unknown,
        including, without limitation, the presence, disposal or release of any
        Hazardous Material or other material of any kind in, on or under the Acquired
        Assets, properties or assets of any Transferred Companies or other property
        (whether neighboring or otherwise) and including any liability of any
        Quicksilver Indemnified Party with respect to the Acquired Assets, or assets
        or
        properties of any Transferred Companies, under the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601
        et. seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
§ 6901
        et. seq.), the Clean Water Act (33 U.S.C. §§ 466 et. seq.), the Safe Drinking
        Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Materials Transportation Act
        (49 U.S.C. §§ 1801 et. seq.), the Toxic Substance Control Act (15 U.S.C. §§
2601-2629), the Clean Air Act (42 U.S.C. § 7401 et. seq.), as amended, and the
        Clean Air Act Amendments of 1990, and all other federal, state and local
        Environmental Laws, IN EACH CASE, REGARDLESS OF THE SOLE, JOINT,
        CONCURRENT, COMPARATIVE, CONTRIBUTORY, ACTIVE, PASSIVE OR GROSS NEGLIGENCE,
        WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF
        ANY
        KIND OF QUICKSILVER,

      
        
          
          

        

        
          -75-

          
            

          

        

        
          
          
BREITBURN,
          THE TRANSFERRED COMPANIES, OR ANY OTHER PARTY OR PERSON.  EFFECTIVE AS
          OF CLOSING, BREITBURN, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, EXPRESSLY
          WAIVES AND RELEASES ANY AND ALL RIGHTS AND REMEDIES WHICH IT MAY HAVE UNDER
          ENVIRONMENTAL LAWS AGAINST QUICKSILVER OR ANY QUICKSILVER INDEMNIFIED PARTY
          REGARDING ENVIRONMENTAL CONDITIONS OR ENVIRONMENTAL LIABILITIES, WHETHER
          FOR
          CONTRIBUTION, INDEMNITY OR OTHERWISE, REGARDLESS OF THE FAULT OR NEGLIGENCE
          OF
          QUICKSILVER OR ANY QUICKSILVER INDEMNIFIED PARTY, INCLUDING STRICT OR STATUTORY
          LIABILITY OF QUICKSILVER OR ANY QUICKSILVER INDEMNIFIED PARTY UNDER ANY
          APPLICABLE LAW.

      

       

      (c)  Claim
        Procedures.  Quicksilver shall give BreitBurn prompt written
        notice of any third party Action or other Damages claims which may give rise
        to
        any indemnity obligation under this Section 9.3, together with the
        estimated amount of such Action or Damage, and BreitBurn shall have the right
        to
        assume the defense of any such Action through counsel of its own choosing,
        by so
        notifying Quicksilver within sixty (60) days of receipt of Quicksilver’s written
        notice; provided, however, that BreitBurn’s counsel shall be reasonably
        satisfactory to Quicksilver.  Failure to give prompt notice shall not
        affect the indemnification obligations hereunder in the absence of actual
        prejudice.  If Quicksilver desires to participate in any such defense
        assumed by BreitBurn it may do so at its sole cost and expense.  If
        BreitBurn declines to assume any such defense, it shall be liable for all
        reasonable costs and expenses of defending such Action incurred by Quicksilver,
        including reasonable fees and disbursements of counsel in the event it is
        ultimately determined that BreitBurn is liable for such Action pursuant to
        the
        terms of this Agreement.  If BreitBurn has assumed any such defense,
        but thereafter BreitBurn has failed to diligently maintain such defense,
        then
        Quicksilver shall give BreitBurn written notice thereof and, if BreitBurn
        does
        not take reasonable action to remedy such failure within thirty (30) days
        after
        receipt, then Quicksilver may assume such defense and BreitBurn shall continue
        to be liable for all reasonable costs and expenses incurred in defending
        such
        actions, provided that Quicksilver diligently maintains such defense
        and is commercially reasonable (given the size and nature of the claim involved)
        in the manner of defense and the costs and expenses
        incurred.  BreitBurn shall not, without the written consent of a
        Quicksilver Indemnified Party, settle any Action or claim against such
        Quicksilver Indemnified Party or consent to the entry of any judgment with
        respect thereto that (i) does not result in a final resolution of the
        Quicksilver Indemnified Party’s liability with respect to such Action or claim
        (including, in the case of a settlement, an unconditional written release
        of the
        Quicksilver Indemnified Party from all further liability in respect of such
        Action or claim) or (ii) would result in the imposition of a consent order,
        injunction or decree which would materially and adversely restrict the future
        activity or conduct of the Quicksilver Indemnified Party, other than conduct
        which violates a Law.

       

      Section
        9.4  Other
        Indemnification Matters and Limitations.

       

      (a)  The
        amount of any Damages for which indemnification is provided under this
Article IX shall be computed net of any (i) insurance or other proceeds
        received by the indemnified party in connection with such Damages (net of
        any
        collection costs, and excluding the proceeds of any insurance policy issued
        or
        underwritten by the indemnified party or its

      
        
          
          

        

        
          -76-

          
            

          

        

        
          
          
Affiliates),
          (ii) any Tax credits or other Tax benefits received by the indemnified
          party in
          connection with such Damages.

      

       

      (b)  Each
        indemnified party agrees that it shall pursue in good faith claims under
        any
        applicable insurance policies (excluding any insurance policy issued or
        underwritten by the indemnified person or its Affiliates) and against other
        third parties (other than its Affiliates) who may be responsible for
        Damages.

       

      (c)  Notwithstanding
        anything to the contrary contained in this Agreement, the Parties agree that
        the
        indemnification provisions set forth in this Agreement shall not apply to
        any
        Damages to the extent such Damages are accounted for in the calculations
        of the
        adjustments set forth in Article II.

       

      Section
        9.5  Materiality
        Exclusion.  Notwithstanding anything to the contrary contained in
        this Agreement, for the purposes of determining if after the Closing there
        has
        been a breach of any representation or warranty hereunder and the amount
        of the
        Damages in respect thereof, the representations and warranties shall, for
        purposes of this Article IX, be read without giving effect to any
        materiality, Material Adverse Effect or qualification with a similar meaning
        contained or incorporated directly or indirectly in such representation or
        warranty.

       

      ARTICLE
        X

      TAX
        MATTERS

       

      Section
        10.1  Preparation
        and Filing of Tax Returns.

       

      (a)  To
        the
        extent permitted by Law or administrative practice the taxable year of each
        Acquired Company (which, for purposes of this Article X, includes Terra Pipeline
        Company) that includes the Closing Date shall be treated as closing on (and
        including) the Closing Date.

       

      (b)  For
        purposes of determining the Taxes attributable to a Pre-Closing Tax
        Period:  (i) in the case of Taxes that are either (x) based
        upon or related to income or receipts or (y) imposed in connection with any
        sale or other transfer or assignment of property (real or personal, tangible
        or
        intangible), shall be deemed equal to the amount which would be payable if
        the
        taxable period ended on and included the Closing Date and (ii) in the case
        of Taxes imposed on a periodic basis or otherwise measured by the level of
        any
        item, deemed to be the amount of such Taxes for the entire period (or, in
        the
        case of such Taxes determined on an arrears basis, the amount of such Taxes
        for
        the immediately preceding period), multiplied by a fraction the numerator
        of
        which is the number of days in the Pre-Closing Tax Period and the denominator
        of
        which is the number of days in the entire taxable period.

       

      (c)  Except
        as
        provided in Section 10.3 and Section 10.7, as between BreitBurn
        and its Affiliates and Quicksilver and its Affiliates, Quicksilver and its
        Affiliates shall be responsible and indemnify BreitBurn for the payment of
        (i)
        100% of any and all Taxes due from or with respect to the Acquired Companies
        for
        any Pre-Closing Tax Period, including any Tax liability that arises as a
        result
        of the Conversions, under Treasury Regulation section 1.1502-6 or any analogous
        state, local or foreign law or regulation, or pursuant to a Tax sharing or
        indemnification agreement or arrangement, (ii) any Taxes attributable to
        the
        transfer of the

      
        
          
          

        

        
          -77-

          
            

          

        

        
          
          
Interests
          by Quicksilver to BreitBurn pursuant to this Agreement, (iii) any liability
          for
          Taxes imposed on BreitBurn, its Affiliates (including the Acquired Companies),
          or the direct or indirect owners of their respective equity interests as
          a
          result of a breach of the representations set forth in Section 4.11, (iv)
          5.5385% of any and all Taxes due from WCGP for any Pre-Closing Tax Period,
          and
          (v) any liabilities, costs, expenses (including, without limitation, reasonable
          expenses of investigation and attorneys’ and accountants’ fees and expenses)
          arising out of or incident to the imposition, assessment or assertion of
          any
          liabilities described in (i), (ii), (iii) or (iv), including those incurred
          in
          the contest in good faith in appropriate proceedings relating to the imposition,
          assessment or assertion of such liabilities, in each case incurred or suffered
          by BreitBurn, any of its Affiliates (including the Acquired Companies)
          after the
          Closing Date.

      

       

      (d)  Quicksilver
        shall ensure that (i) all items of income, gain, loss, deduction and credit
        (“Tax Items”) of the Acquired Companies that are required to be included
        in the consolidated federal income Tax Returns (and the state income Tax
        Returns
        of any state that permits consolidated, combined or unitary income Tax Returns,
        if any) of the Quicksilver Group are so included therein, (ii) any such Tax
        Returns that include Tax Items of the Acquired Companies are timely filed
        with
        the appropriate Taxing Authorities, and (iv) all such Taxes owed with
        respect to such Tax Items (whether or not shown on any such Tax Return) are
        timely paid.

       

      (e)  For
        all
        Tax Returns of each of the Acquired Companies covering periods ending on
        or
        prior to the Closing Date that are filed after the Closing Date and are not
        described in paragraph (d) above, BreitBurn shall cause such Tax Returns
        to be
        prepared in a manner consistent with practices followed in prior years, except
        as otherwise required by Law.  BreitBurn shall cause to be included in
        each such Tax Return all Tax Items required to be included therein, and shall
        furnish a copy of each such Tax Return to Quicksilver at least fifteen (15)
        days
        prior to the due date (including extensions) for filing such Tax Return,
        along
        with a statement setting forth (i) for the Acquired Companies, the amount
        of the
        Taxes shown to be due on such Tax Return and (ii) for WCGP, 5.5385% of the
        amount of the Taxes shown to be due on such Tax Return.  BreitBurn
        shall permit Quicksilver to review and comment on such Tax Returns and shall
        make such revisions to such Tax Returns as reasonably requested by Quicksilver
        not later than three (3) days prior to the due date (including extensions)
        of
        such Tax Return.  Quicksilver shall deliver to BreitBurn the amount
        shown on such statement no later than three days prior to the due date
        (including extensions) for filing such Tax Return but only to the extent
        that
        such amount has not been given effect in the calculations of the Initial
        Consideration adjustment set forth in
Section 2.1(b).  BreitBurn shall timely file or cause the
        Acquired Companies to timely file such Tax Returns and pay all Taxes due
        with
        respect to such Tax Returns.  Quicksilver shall be entitled to any
        refund of Taxes due with respect to any Pre-Closing Period, and BreitBurn
        shall
        pay over to Quicksilver any such refund, within fifteen (15) days after receipt
        thereof net of any Taxes or costs resulting from the receipt of such
        refund.  Tax items of each of the Acquired Companies shall be
        apportioned for all income Tax purposes by closing the books of each of the
        Acquired Companies at the end of the Closing Date.

       

      (f)  With
        respect to any Tax Return covering a taxable period beginning on or before
        the
        Closing Date and ending after the Closing Date that is required to be filed
        after the Closing Date with respect to a Acquired Company, BreitBurn shall
        cause
        such Tax Return to be prepared in a manner consistent with practices followed
        in
        prior years, except as otherwise

      
        
          
          

        

        
          -78-

          
            

          

        

        
          
          
required
          by Law, shall cause to be included in such Tax Return all Tax Items required
          to
          be included therein, and at least fifteen (15) days prior to the due date
          (including extensions) of such Tax Return shall furnish a copy of such
          Tax
          Return to Quicksilver along with a statement setting forth the amount of
          Taxes
          attributable to the Pre-Closing Tax Period.  BreitBurn shall permit
          Quicksilver to review and comment on such Tax Returns and make such revisions
          to
          such Tax Returns as reasonably requested by Quicksilver not later than
          three (3)
          days prior to the due date (including extensions) of such Tax
          Return.  No later than three days prior to the due date (including
          extensions) of (i) any such Tax Return for the Acquired Companies,
          Quicksilver shall deliver to BreitBurn the amount, if any, of the unpaid
          Taxes
          attributable to the Pre-Closing Tax Period and (ii) any such Tax Return for
          WCGP, Quicksilver shall deliver to BreitBurn 5.5385% of the amount, if
          any, of
          the unpaid Taxes attributable to the Pre-Closing Period, in each case,
          only to
          the extent that such amount has not been given effect in the calculations
          of the
          adjustment set forth in Section 2.1(b).  BreitBurn shall
          timely file or cause the Acquired Companies to timely file such Tax Returns
          and
          pay all Taxes due with respect to such Tax Return.  Any Tax refunds
          that are received by BreitBurn or the Acquired Companies that relate to
          Tax
          periods or portions thereof ending on or before the Closing Date shall
          be for
          the account of Quicksilver, and BreitBurn shall pay over to Quicksilver
          any such
          refund, or appropriate portion thereof, net of any Taxes or costs resulting
          from
          the receipt of such refund, within 15 days after receipt
          thereof.

      

       

      (g)  Except
        as
        may be required by Law, no amended Tax Return shall be filed, and no change
        in
        any Tax accounting method or Tax election shall be made by, on behalf of,
        or
        with respect to a Acquired Company, for any Pre-Closing Tax Period without
        the
        consent of Quicksilver, which may be withheld in Quicksilver’s reasonable
        discretion.

       

      (h)  BreitBurn
        and Quicksilver agree to provide such assistance as may reasonably be requested
        by the other Party in connection with the preparation of any Tax Return,
        any
        Action or other examination by any Taxing Authority or any Action relating
        to
        liability for Taxes, and each will retain and provide the requesting Party
        with
        any records or information which may be relevant to such return, audit or
        examination, proceedings or determination.  Any information obtained
        pursuant to this Section 10.1 or pursuant to any other Section
        hereof providing for the sharing of information relating to or review of
        any Tax
        Return or other schedule relating to Taxes shall be kept
        confidential.

       

      (i)  BreitBurn
        and Quicksilver will preserve and retain all schedules, work papers and other
        documents relating to any Tax Returns of the Acquired Companies or to any
        claims, audits or other proceeding affecting the Acquired Companies until
        the
        expiration of the statute of limitations (including extensions) applicable
        to
        the taxable period to which such documents relate or until the final
        determination of any controversy with respect to such taxable period, and
        until
        the final determination of any payments that may be required with respect
        to
        such taxable period under this Agreement.

      
        
          
          

        

        
          -79-

          
            

          

        

        
          
          

        

      

      Section
        10.2  Tax
        Treatment of Payments.  Except
        as required by Law, the Parties shall treat any indemnification payment or
        adjustment to the Initial Consideration made pursuant to this Agreement as
        an
        adjustment to the Final Consideration for Tax purposes.

       

      Section
        10.3  Transfer
        Taxes.  All
        Transfer Taxes incurred in connection with this Agreement, the contribution
        of
        the Interests and the transactions contemplated hereby shall be borne solely
        by
        BreitBurn.  The Party with primary responsibility under applicable Law
        shall file, to the extent required by applicable Law, all necessary Tax Returns
        and other documentation with respect to such Transfer Taxes.  For
        purposes of this Agreement, “Transfer Taxes” shall mean transfer,
        documentary, sales, use, goods and services, registration, stamp duty, gross
        receipts, excise, transfer and conveyance and other similar Taxes, duties,
        fees
        or charges (including all applicable real estate transfer taxes), together
        with
        any interest thereon, penalties, fines, costs, fees, additions to Tax or
        additional amounts with respect thereto.

       

      Section
        10.4  Allocation
        of Consideration.  The
        Initial Consideration, as adjusted by the other provisions of Article II
        or Section 6.12 or 6.13 and any indemnification payments, plus the
        amount of the Acquired Company Liabilities (the “Total Consideration”),
        shall be allocated among the QRI Assets and the assets and properties of
        the
        Acquired Companies (collectively with the QRI Assets, the “Contributed
        Assets”) in accordance with Section 1060 of the Code and the Treasury
        regulations thereunder (and any similar provision of state, local or foreign
        Law, as appropriate) (the “Consideration
        Allocation”).  BreitBurn and Quicksilver agree that the unadjusted
        Total Consideration shall be allocated among the Contributed Assets in
        accordance with the principles of Section 1060 of the Code and the Treasury
        Regulations, as set forth in Exhibit D of this Agreement
        (individually, a “Tax Allocated Value”, and collectively, the “Tax
        Allocated Values”).  Prior to Closing, the Parties shall prepare a
        mutually agreed schedule setting forth any necessary adjustments to the Tax
        Allocated Values, based upon the Closing Date Consideration (the “Closing
        Consideration Allocation Schedule”).  Any post-Closing adjustments
        with respect to the consideration for the Contributed Assets shall be treated
        as
        adjustments to the Consideration Allocation, which shall be made in accordance
        with Section 1060 of the Code and the Treasury Regulations thereunder (and
        any
        similar provision of state, local or foreign Law, as
        appropriate).  Quicksilver and BreitBurn shall report the transactions
        contemplated by this Agreement in a manner consistent with the Consideration
        Allocation, such as reporting of asset values and other items for purposes
        of
        all federal, state, and local Tax Returns, including without limitation,
        Internal Revenue Service Form 8594.  Quicksilver and BreitBurn
        shall not take any position in any Tax Return, Tax proceeding or Tax audit
        that
        is inconsistent with the Consideration Allocation, except as required by
        Law;
provided, however, that neither BreitBurn nor Quicksilver shall be
        unreasonably impeded in its ability to settle any Tax audit or other Action
        related to Taxes.

       

      Section
        10.5  Tax
        Treatment of Transaction.  Before
        the Closing Date, each of Terra, GTG, Mercury and Terra Pipeline Company
        will
        merge into a newly-formed, single-member limited liability company
        (collectively, the “Conversions”), with the result that each of the
        Acquired Companies will be disregarded as an entity separate from Quicksilver
        for United States federal Tax purposes (and state, local, and foreign Tax
        purposes where applicable).  Accordingly, as a result of each of the
        Acquired Companies being disregarded as an entity separate from Quicksilver
        and
        BreitBurn being disregarded as an entity separate from BreitBurn Parent for
        United States federal Tax purposes (and state, local, and foreign Tax purposes
        where

      
        
          
          

        

        
          -80-

          
            

          

        

        
          
          
applicable),
          the Parties intend for the transfer of the QRI Assets and the equity interests
          in the Acquired Companies by Quicksilver to BreitBurn pursuant to this
          Agreement
          to be treated for United States federal income Tax purposes (and state,
          local,
          and foreign Tax purposes where applicable) as the contribution by Quicksilver
          to
          BreitBurn Parent of the Contributed Assets, subject to the Acquired Company
          Liabilities, in exchange for the Cash Consideration and the Equity Consideration
          (the “Tax Construct”).  The Parties acknowledge and agree that
          the Tax Construct will be treated in part as a sale for purposes of Section
          707
          of the Code, and for purposes of determining the portion of the Total
          Consideration treated as sale consideration and the portion of the Contributed
          Assets treated as being sold for purposes of Section 707 of the Code, the
          Parties agree to treat and report for United States federal income Tax
          purposes
          (and state, local, and foreign Tax purposes where applicable) a portion
          of the
          Cash Consideration as a reimbursement of “capital expenditures,” within the
          meaning of Treasury Regulations section 1.707-4(d), to the extent Quicksilver
          provides documentation adequate to support such treatment.

      

       

      Section
        10.6  BreitBurn’s
        Tax Indemnity.  Notwithstanding any provision of this Agreement to
        the contrary, including any provision in Section 10.1(c) and Article
        IX, as between Quicksilver and its Affiliates and BreitBurn and its
        Affiliates, BreitBurn and its Affiliates shall be responsible and indemnify
        Quicksilver for (i) any liability for Taxes imposed on and losses suffered
        by
        Quicksilver and its Affiliates as a result of a breach of the representations
        set forth in Section 5.12, and (ii) any liabilities, costs, expenses
        (including, without limitation, reasonable expenses of investigation and
        attorneys’ and accountants’ fees and expenses) arising out of or incident to the
        imposition, assessment or assertion of any Tax or loss described in clause
        (i),
        including those incurred in the contest in good faith in appropriate proceedings
        relating to the imposition, assessment or assertion of such Tax, in each
        case
        incurred or suffered by Quicksilver or any of its Affiliates after the Closing
        Date.

       

      Section
        10.7  Tax
        Sharing Agreements.  All Tax sharing or similar Contracts
        with respect to or involving any of the Acquired Companies shall be terminated
        as of the Closing Date and, after the Closing Date, none of such companies
        shall
        be bound thereby or have any liability thereunder (whether relating to any
        pre-Closing or post-Closing period).

       

      Section
        10.8  Conflict.  In
        the event of a conflict between the provisions of this Article X and any
        other provisions of this Agreement, this Article X shall
        control.

       

      Section
        10.9  Procedures
        Relating to Indemnification of Tax Claims. 

       

      (a)  If
        a
        claim shall be made by any Taxing Authority, for which Quicksilver is or
        may be
        liable pursuant to this Agreement, BreitBurn shall notify Quicksilver in
        writing
        within ten (10) Business Days of receipt by BreitBurn of notice of such claim
        (a
“Tax Claim”).  Failure to give prompt notice shall not affect
        the indemnification obligations hereunder in the absence of actual material
        prejudice.

       

      (b)  With
        respect to any Tax Claim, Quicksilver, at Quicksilver’s expense, shall control
        all proceedings taken in connection with such Tax Claim (including selection
        of
        counsel), and BreitBurn shall execute or cause to be executed powers of attorney
        or other documents necessary to enable Quicksilver to take all actions that
        do
        not materially adversely affect BreitBurn or its Affiliates, or the Acquired
        Companies, or the direct or indirect owners of

      
        
          
          

        

        
          -81-

          
            

          

        

        
          
          
their
          respective equity interests.  Quicksilver shall permit BreitBurn to
          participate in (but not control) such proceedings through counsel chosen
          by
          BreitBurn (but the fees and expenses of such counsel shall be paid by
          BreitBurn).  Quicksilver may in its sole discretion pursue or forego
          any and all administrative appeals, proceedings, hearings and conferences
          with
          any Taxing Authority with respect to such Tax Claim, and may initiate any
          claim
          for refund, file any amended return, or take any other action which is
          deemed
          appropriate by Quicksilver with respect to such Tax Claim, provided
          such actions do not materially adversely affect BreitBurn or its Affiliates,
          the
          Acquired Companies, or the direct or indirect owners of their respective
          equity
          interests.  Notwithstanding the foregoing, Quicksilver and BreitBurn
          shall jointly control all proceedings in connection with any Tax Claim
          relating
          solely to Taxes for a taxable period beginning before the Closing Date
          and
          ending after the Closing Date, and shall jointly bear and pay costs and
          expenses
          related to such proceedings.  No party shall settle a Tax Claim
          relating solely to Taxes of the Acquired Companies or WCGP for a Pre-Closing
          Tax
          Period or a taxable period beginning before the Closing Date and ending
          after
          the Closing Date without the other party’s prior written consent (which consent
          may not be unreasonably withheld, conditioned or delayed).

      

       

      Section
        10.10  Like
        Kind Exchange.  Any Party may elect to structure the assignment
        and conveyance of the portion of the QRI Assets for which the Cash Consideration
        is treated as having been paid as part of a like-kind exchange under Section
        1031 of the Code.  The parties agree to cooperate with one another
        with respect to the like-kind exchange and to execute all documents, conveyances
        and other instruments necessary to effectuate an exchange.  The Party
        requesting a like-kind exchange shall bear all costs and expenses and liability
        associated therewith.  

       

      Section
        10.11  Consents.  If
        either Saginaw or TWPP does not currently have in effect a Section 754 Election,
        Quicksilver shall use commercially reasonable efforts to obtain any required
        consents from the partners of Saginaw and TWPP, as applicable, to authorize
        Saginaw and TWPP to make a Section 754 Election that will be effective on
        the
        Closing Date (the “Section 754 Consents”); provided that Quicksilver
        shall not be obligated to pay any consideration or waive or release any right
        or
        privilege as part of such efforts.

       

      
        
          
          

        

        
          -82-

          
            

          

        

        
          
          

        

      

      Section
        10.12  Survival.  Notwithstanding
        anything to the contrary in this Agreement, all representations, warranties,
        covenants, agreements and indemnities relating to Taxes contained in this
        Agreement (and any certificates or documents relating thereto delivered in
        connection with this Agreement) shall survive the Closing and shall not
        terminate until the date that is sixty (60) days after the expiration of
        the
        applicable statute of limitations, including extensions thereof, with respect
        to
        such Tax matter.

       

      ARTICLE
        XI

      MISCELLANEOUS

       

      Section
        11.1  Notices.  All
        communications provided for hereunder shall be in writing and shall be deemed
        to
        be given when delivered in person or by private courier with receipt, when
        sent
        by facsimile and received, or when delivered by United States mail, first-class,
        registered or certified, return receipt requested, with postage paid
        and,

       

      If
        to
        BreitBurn:

       

      BreitBurn
        Operating L.P.

      515
        S.
        Flower Street, Ste. 4800

      Los
        Angeles, CA 90071

      Attention:  Halbert
        S. Washburn, Co-CEO

      Facsimile:  213-225-5916

      


      and

      


      BreitBurn
        Operating L.P.

      515
        S.
        Flower Street, Ste. 4800

      Los
        Angeles, CA 90071

      Attention:  Gregory
        C. Brown, Executive Vice-President and General Counsel

      Facsimile:  213-225-5916

      


      with
        a
        copy (which shall not itself constitute notice) to:

       

      Vinson
        & Elkins LLP

      First
        City Tower

      1001
        Fannin Street, Suite 2300

      Houston,
        TX  77002-6760

      Attention:  Rell
        Tipton

      Facsimile:  713-615-5553

       

      If
        to
        Quicksilver:

       

      Quicksilver
        Resources Inc.

      777
        West
        Rosedale St.

      Fort
        Worth, TX  76104

      Attention:  John
        C. Cirone, Senior Vice President and General Counsel

      Facsimile:  817-665-5021

       

      with
        a
        copy (which shall not itself constitute notice) to:

       

      Fulbright &
        Jaworski L.L.P.

      1301
        McKinney, Suite 5100

      Houston,
        TX  77010

      Attention:  Deborah
        A. Gitomer

      Facsimile:  713-651-5246

       

      or
        to
        such other address as any such Party shall designate by written notice to
        the
        other Party.

       

      Section
        11.2  Expenses.  Quicksilver
        and BreitBurn shall each pay their respective expenses (such as legal,
        investment banker and accounting fees) incurred in connection with the
        origination, negotiation, execution and performance of this Agreement,
provided, however, that BreitBurn shall pay all Transfer Taxes, as
        provided under Section 10.3, and BreitBurn shall be solely responsible
        for any filing fees under the Hart-Scott Act, as provided in Section
        6.2(b).

       

      
        
          
          

        

        
          -83-

          
            

          

        

        
          
          

        

      

      Section
        11.3  Non-Assignability.  This
        Agreement shall inure to the benefit of and be binding on the Parties and
        their
        respective successors and permitted assigns.  This Agreement shall not
        be assigned by any Party without the express prior written consent of the
        other
        Party, in its sole discretion, and any attempted assignment, without such
        consent, shall be null and void.  In no event shall any assignment or
        transfer hereunder serve to release or discharge the assigning Party from
        any of
        its duties and obligations hereunder, unless expressly released, in writing,
        by
        the non-assigning Party.  Notwithstanding the foregoing, BreitBurn may
        designate one or more of its Affiliates as the party to whom title to all
        or any
        part of the Interests will be conveyed, assigned and transferred at the Closing;
        provided, however, such designation and the transfer of title to such
        designee shall not serve to release or discharge BreitBurn from any of its
        duties and obligations hereunder.

       

      Section
        11.4  Amendment;
        Waiver.  Except
        as otherwise provided in Section 6.9, this Agreement may be amended,
        supplemented or otherwise modified only by a written instrument executed
        by each
        of the Parties hereto.  No waiver by any Party of any of the
        provisions hereof shall be effective unless explicitly set forth in writing
        and
        executed by the Party so waiving.  Except as provided in the preceding
        sentence, no action taken pursuant to this Agreement, including any
        investigation by or on behalf of any Party, shall be deemed to constitute
        a
        waiver by the Party taking such action of compliance with any representations,
        warranties, covenants or agreements contained herein, and in any documents
        delivered or to be delivered pursuant to this Agreement and in connection
        with
        Closing hereunder.  The waiver by any Party of a breach of any
        provision of this Agreement shall not operate or be construed as a waiver
        of any
        subsequent breach.

       

      Section
        11.5  No
        Third Party Beneficiaries.  Except
        to the extent a third party is expressly given rights herein, including in
        Article IX, this Agreement is not intended, nor shall it be deemed,
        construed or interpreted, to confer upon any Person not a Party (or a successor
        and assign permitted herein) any rights or remedies hereunder.  Each
        BreitBurn Indemnified Party and each Quicksilver Indemnified Party is a third
        party beneficiary to the extent of the indemnity, defense and hold harmless
        obligations owed to such Person under Article IX; provided,
        however, that any claim to be indemnified, defended or held harmless
        hereunder on behalf of a BreitBurn Indemnified Party or a Quicksilver
        Indemnified Party must be made and administered by a Party to this Agreement
        or
        its successors or permitted assigns.  Quicksilver shall not have any
        direct liability or obligation to any Quicksilver Indemnified Party under
        this
        Agreement or be liable to any Quicksilver Indemnified Party for any election
        or
        non-election or any act or failure to act under or in regard to any term
        of this
        Agreement, and BreitBurn shall not have any direct liability or obligation
        to
        any BreitBurn Indemnified Party under this Agreement or be liable to any
        BreitBurn Indemnified Party for any election or non-election or any act or
        failure to act under or in regard to any term of this Agreement.

       

      Section
        11.6  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.

       

      
        
          
          

        

        
          -84-

          
            

          

        

        
          
          

        

      

      Section
        11.7  Consent
        to Jurisdiction.  Each
        of the Parties hereto irrevocably submits to the exclusive jurisdiction of
        the
        United States District Court for the Northern District of Texas, Dallas
        Division, located in Dallas, Texas, or if such court does not have jurisdiction,
        then any Texas State or Federal Court sitting in the State of Texas, for
        the
        purposes of any Action arising out of this Agreement or any transaction
        contemplated hereby.  Each of the Parties hereto further agrees that
        service of any process, summons, notice or document by U.S. registered mail
        to
        such Party’s respective address set forth in Section 11.1 shall be
        effective service of process for any Action in Texas with respect to any
        matters
        to which it has submitted to jurisdiction as set forth above in the immediately
        preceding sentence.  Each of the Parties hereto irrevocably and
        unconditionally waives any objection to the laying of venue of any Action
        arising out of this Agreement or the transactions contemplated hereby in
        the
        United States District Court for the for the Northern District of Texas,
        Dallas
        Division, located in Dallas, Texas, or if such court does not have jurisdiction,
        then any Texas State or Federal Court sitting in the State of Texas, and
        hereby
        further irrevocably and unconditionally waives and agrees not to plead or
        claim
        in any such court that any such Action brought in any such court has been
        brought in an inconvenient forum.

       

      Section
        11.8  Entire
        Agreement.  This
        Agreement and the schedules and exhibits hereto and the Confidentiality
        Agreement sets forth the entire understanding of the Parties with respect
        to the
        subject matter hereof and supersede and replace all prior agreements between
        the
        Parties related to the subject matter hereof, whether oral or
        written.

       

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

       

      Section
        11.10  Counterparts.  This
        Agreement 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
        11.11  Further
        Assurances.  Upon
        request from time to time, Quicksilver and BreitBurn shall execute and/or
        cause
        to be executed and delivered such other documents and instruments and shall
        do
        such other acts that may be reasonably necessary or desirable, to consummate
        the
        transactions contemplated hereby and to carry out the intent of this
        Agreement.

       

      Section
        11.12  Schedules
        and Exhibits.  All
        exhibits and schedules hereto are hereby incorporated by reference and made
        a
        part of this Agreement.  Notwithstanding anything to the contrary
        contained in this Agreement or in any Disclosure Schedule, any information
        disclosed in any Disclosure Schedule, to the extent that a reasonable Person
        would consider such information to have been disclosed as an exception to
        a
        representation or warranty clearly enough so as to be responsive in respect
        of
        another representation and warranty for which such information was not disclosed
        separately, shall be deemed to be disclosed with respect
        hereto.  Certain information set forth in the Disclosure Schedules is
        included solely for informational purposes and may not be required to be
        disclosed pursuant to this Agreement.  The disclosure of any
        information shall not be deemed to be an acknowledgment that such information
        is
        required to be disclosed in connection with the representations and warranties
        made or that it is material, and such information shall not be deemed to
        establish a standard of materiality.

       

      
        
          
          

        

        
          -85-

          
            

          

        

        
          
          

        

      

      Section
        11.13  Specific
        Performance; Limitation on Damages.  The
        Parties agree that irreparable damage would occur in the event any provision
        of
        this Agreement was not performed in accordance with the terms hereof and
        that
        the Parties shall be entitled to specific performance of the terms hereof,
        in
        addition to any other remedy at law or in equity.  IN NO
        EVENT, HOWEVER, 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
ARTICLE IX OR
ARTICLE X,
        (B) ANY ACTIONS
        RELATING TO ANY BREACH BY A PARTY IN THE EVENT OF A TERMINATION OF THIS
        AGREEMENT PURSUANT TO
ARTICLE VIII, OR (C) ANY
        OTHER BREACH OR ALLEGED BREACH OF THIS AGREEMENT; PROVIDED,
        HOWEVER, THAT THE FOREGOING SHALL NOT BAR RECOVERY BY ONE
        PARTY AGAINST ANOTHER PARTY FOR INDEMNIFIED DAMAGES HEREUNDER TO THE EXTENT
        SUCH
        DAMAGES ARE OWED BY THE CLAIMING PARTY TO AN UNAFFILIATED THIRD PARTY (WHICH
        SHALL NOT INCLUDE ANY BREITBURN INDEMNIFIED PARTIES, QUICKSILVER INDEMNIFIED
        PARTIES, ANY OF THEIR RESPECTIVE AFFILIATES, AND ANY OF THE TRANSFERRED
        COMPANIES).

       

      Section
        11.14  Waiver
        of Jury Trial.  THE
        PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT
        OF OR
        RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER
        NOW
        EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
        OTHERWISE.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
        PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
        BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY
        AND
        THAT ANY ACTION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY
        TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
        JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

       

      Section
        11.15  Time.  Time
        is of the essence in the performance of this Agreement in all
        respects.

       

      Section
        11.16  No
        Further Representations; Disclaimers.  EXCEPT
        FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT,
        THE INTERESTS ARE BEING SOLD AND TRANSFERRED “AS IS, WHERE IS,” AND QUICKSILVER
        IS NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL,
        STATUTORY, EXPRESS OR IMPLIED, CONCERNING SUCH INTERESTS, THE ACQUIRED ASSETS,
        THE ACQUIRED COMPANIES OR WCGP, INCLUDING, WITHOUT LIMITATION, ANY
        REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
        PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND
        DISCLAIMED.  IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE PRIOR
        SENTENCE, QUICKSILVER MAKES NO, AND

      
        
          
          

        

        
          -86-

          
            

          

        

        
          
          
EXPRESSLY
          HEREIN ALSO DISCLAIMS, ANY REPRESENTATION OR WARRANTY REGARDING THE FUTURE
          FINANCIAL PERFORMANCE OF THE ACQUIRED ASSETS, THE ACQUIRED COMPANIES OR
          WCGP OR
          THEIR RESPECTIVE ASSETS, AND QUICKSILVER ALSO EXPRESSLY DISCLAIMS ANY
          REPRESENTATION OR WARRANTY REGARDING ANY BUSINESS OR FINANCIAL PROJECTIONS
          MADE
          AVAILABLE TO BREITBURN REGARDING THE ACQUIRED ASSETS, THE ACQUIRED COMPANIES
          OR
          WCGP, THE BUSINESS OR THE INTERESTS.  NONE OF QUICKSILVER OR ITS
          REPRESENTATIVES SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO BREITBURN
          RESULTING
          FROM THE DISTRIBUTION TO BREITBURN, OR BREITBURN’S USE OF, ANY INFORMATION WITH
          RESPECT TO THE BUSINESS AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE
          AVAILABLE TO BREITBURN IN MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM
          IN
          EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
          AGREEMENT.

      

       

      Section
        11.17  Confidentiality.  At
        the Closing Quicksilver and BreitBurn shall take (or cause to be taken) such
        actions as are necessary to terminate the Confidentiality
        Agreement.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Parties have caused this Agreement to be duly
        executed as of the date first above written.

       

       

      QUICKSILVER
        RESOURCES INC.,

      a
        Delaware corporation

       

      By:    /s/
        Glenn Darden

          Glenn
        Darden

                                          President
        and Chief
        Executive Officer

       

      BREITBURN
        OPERATING L.P.,

      a
        Delaware limited partnership


       

      By: BreitBurn
        Operating GP, LLC,

      a
        Delaware limited liability
        company,

      its
        General Partner

       

      By: 
        /s/ Randall H. Breitenbach

      Name: 
        Randall H. Breitenbach

      Title: 
        Co-Chief Executive Officer

       

       

       

       

       

      Signature
        Page to Contribution
        Agreement