Exhibit 10.2
TRANSITION SERVICES AGREEMENT
This Transition Services Agreement (this "Agreement") is made and entered into
this 1st day of November, 2007 (the "Closing Date"), by and between Quicksilver
Resources Inc., a Delaware corporation ("Quicksilver"), and BreitBurn Operating
L.P., a Delaware limited partnership ("BreitBurn").
RECITALS
1.
Quicksilver and BreitBurn are parties
to that certain Contribution Agreement dated as of September 11, 2007 (as
amended, the "Contribution Agreement"). Capitalized terms not otherwise defined
herein shall have the same meanings ascribed thereto in the Contribution
Agreement.
2.
In order to facilitate the orderly
transfer of the Interests from Quicksilver to BreitBurn, the parties recognize
that it is necessary and desirable for Quicksilver to provide to BreitBurn and
the Acquired Companies certain transition services in connection with the Oil
and Gas Properties for a limited period of time after the Closing Date, pursuant
to the terms of this Agreement.
3.
For purposes of this Agreement, the
Marketing Services, Land Administration Services and Accounting Services (each
as defined below) shall be collectively referred to as the "Services."
NOW, THEREFORE, in consideration of the premises, the covenants set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Quicksilver and BreitBurn agree as follows:
TERMS AND CONDITIONS
1.
TERM. THIS AGREEMENT SHALL COMMENCE ON
THE CLOSING DATE AND TERMINATE ON THE EARLIER OF (I) MARCH 31, 2008 (PROVIDED,
IF THE CLOSING OCCURS AFTER NOVEMBER 1, 2007, THE NUMBER OF DAYS FROM, AND
INCLUDING, NOVEMBER 1, 2007 TO, AND EXCLUDING, THE CLOSING DATE SHALL BE ADDED
TO MARCH 31, 2008 TO ESTABLISH THE NEW DATE COVERED BY THIS CLAUSE (I)) OR
(II) THE DATE ON WHICH BREITBURN HAS ASSUMED RESPONSIBILITY FOR ALL OF THE
SERVICES PURSUANT TO SECTION 3. THIS AGREEMENT MAY BE EXTENDED OR TERMINATED
UPON MUTUAL WRITTEN AGREEMENT OF THE PARTIES. THE DATE ON WHICH THIS AGREEMENT
TERMINATES SHALL BE HEREINAFTER REFERRED TO AS THE "TERMINATION DATE."
WITH
RESPECT TO EACH SERVICE, THE "TRANSITION PERIOD" SHALL BE THE PERIOD OF TIME
BETWEEN THE CLOSING DATE AND THE EARLIER OF (I) THE TERMINATION DATE OR (II) THE
DATE ON WHICH BREITBURN ASSUMES RESPONSIBILITY FOR SUCH SERVICE PURSUANT TO
SECTION 3. TERMINATION OF THIS AGREEMENT IN WHOLE OR IN PART SHALL NOT (X)
RELEASE ANY OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES ARISING OUT ANY BREACH
OF, OR FAILURE TO COMPLY WITH, THIS AGREEMENT OCCURRING PRIOR TO SUCH
TERMINATION OR
(Y) RELEASE, IMPAIR OR AFFECT THE COVENANTS AND AGREEMENTS CONTAINED IN SECTIONS
8, 12, 15, 16 AND 17, EACH OF WHICH SHALL SURVIVE SUCH TERMINATION AND CONTINUE
IN FULL FORCE AND EFFECT.
2.
FEES. IN CONSIDERATION FOR THE LAND
ADMINISTRATION SERVICES AND THE ACCOUNTING SERVICES TO BE PROVIDED BY
QUICKSILVER PURSUANT TO THIS AGREEMENT, ON THE DATE HEREOF AND ON THE FIRST DAY
OF EACH CALENDAR MONTH THEREAFTER DURING THE TERM OF THIS AGREEMENT, BREITBURN
SHALL PAY QUICKSILVER A MONTHLY FEE IN THE AMOUNT OF $30,000 FOR THE LAND
ADMINISTRATION SERVICES AND $220,000 FOR THE ACCOUNTING SERVICES. IF
QUICKSILVER'S OBLIGATION