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Transition Services Agreement

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TRANSITION SERVICES AGREEMENT



This Transition Services Agreement (this " Agreement ") is made and entered into this 1 st 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 Quicksilver92s obligation to provide Land Administration Services or Accounting Services ceases prior to the Termination Date, then BreitBurn92s obligation to pay the aforesaid fee for such category of Services shall terminate on the same date as such obligation of Quicksilver ceases. If this Agreement commences on a day other than the first day of a calendar month or this Agreement or Quicksilver92s provision of Land Administration Services or Accounting Services terminates on a day other than the last day of a calendar month, then the monthly fee to be paid to Quicksilver for each such month (or the monthly fee for such terminated category of Services for such month) shall be prorated. In addition, in consideration for the Marketing Services to be provided by Quicksilver pursuant to this Agreement, BreitBurn shall pay Quicksilver a monthly fee determined by multiplying the total number of mcfe sold during the previous month pursuant to the Marketing Services multiplied by $0.02. By way of clarification, the Marketing Services shall not cover any Hydrocarbons sold pursuant to the Subject Contracts referenced in Section 6.23(d) of the Contribution Agreement.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



(vii) Quicksilver shall provide information on property revenues, expenses, taxes and capital expenditures to BreitBurn from Quicksilver92s lease operating statements with each monthly settlement. If available, this information will be provided to BreitBurn electronically;



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



(ix) Quicksilver shall continue to apply substantially the same Sarbanes-Oxley related processes that Quicksilver has historically utilized and Quicksilver shall use reasonable efforts to cooperate with BreitBurn92s internal audit department in facilitating the integration of such Sarbanes-Oxley related processes into BreitBurn92s control processes.



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



(c) Marketing Services. From Closing Date through the Termination Date (or until such earlier date as BreitBurn notifies Qui
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