ex10_1.htm


    Exhibit
10.1

     

    SECOND
AMENDMENT TO CREDIT AGREEMENT

     

     

    
      This
Second Amendment to Credit Agreement (this “Second Amendment”) is
entered into as of the 22nd day of October, 2009 (the “Effective Date”), by
and among QUICKSILVER GAS
SERVICES LP, a Delaware limited partnership (“Borrower”), BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, “Administrative
Agent”) and the Lenders party hereto (“Lenders”).

    

     

    W
I T N E S S E T H:

     

    
       WHEREAS,
Borrower, Administrative Agent and Lenders are parties to that certain Credit
Agreement dated as of August 10, 2007 (as amended, the “Credit Agreement”)
(unless otherwise defined herein, all terms used herein with their initial
letter capitalized shall have the meaning given such terms in the Credit
Agreement); and

       

       WHEREAS,
pursuant to the Credit Agreement, Lenders have made revolving credit loans to
Borrower and provided certain other credit accommodations to Borrower;
and

       

       WHEREAS,
Borrower has requested the Credit Agreement be amended to (i) increase the Total
Commitments from $235,000,000 to $320,000,000 and (ii) amend certain other terms
of the Credit Agreement in certain respects as provided in this Second
Amendment; and

       

      WHEREAS,
Borrower has requested that each of Barclays Bank PLC, Citibank,
N.A., Credit Suisse, Cayman Islands Branch and Capital One, National
Association (the foregoing financial institutions are herein
referred to collectively as "New
Lenders" and individually as a “New Lender”) become
new Lenders under the Credit Agreement with a Commitment as shown on Schedule
2.01 to the Credit Agreement (as amended hereby); and

       

       WHEREAS,
subject to and upon the terms and conditions set forth herein, Lenders have
agreed to Borrower’s requests.

       

       NOW
THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Borrower,
Administrative Agent and Lenders hereby agree as follows:

       

      Section
1.       Amendments.  In
reliance on the representations, warranties, covenants and agreements contained
in this Second Amendment, and subject to the satisfaction of the conditions
precedent set forth in Section 2
hereof, the Credit Agreement shall be amended effective as of the Effective Date
in the manner provided in this Section
1.

       

      1.1  
Additional
Definitions.  Section 1.01 of the Credit Agreement is hereby
amended to add thereto in alphabetical order the definitions of “Defaulting Lender”,
“Second Amendment”
and “Second Amendment
Effective Date” which shall read in full as follows:

       

    

    
       

    

     

    
      
        
           


        

        
          1 

          
            

          

        

        
           


        

      

    

     

    
      “Defaulting Lender”
means any Lender, as reasonably determined by the Administrative Agent, that has
(a) failed to fund any portion of its Loans or participations in Letters of
Credit or Swingline Loans within three Business Days of the date required to be
funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the
L/C Issuer, the Swingline Lender or any Lender in writing that it does not
intend to comply with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement, (c) failed, within three Business Days
after request by the Administrative Agent, to confirm that it will comply with
the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Letters of Credit and Swingline
Loans; provided that any such Lender shall cease to be a Defaulting Lender under
this clause (c) upon receipt of such confirmation by the Administrative Agent,
(d) otherwise failed to pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within three Business Days
of the date when due, unless the subject of a good faith dispute, or (e) become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment; provided that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any Equity Interest
in such Lender or a parent company thereof by a Governmental Authority or an
instrumentality thereof.

       

    

    
      “Second Amendment”
means that certain Second Amendment to Credit Agreement dated as of the Second
Amendment Effective Date among Borrower, Administrative Agent and Lenders party
thereto.

       

      “Second Amendment Effective
Date” means October 22, 2009.

       

      1.2  
Amendments to
Definitions.  The definitions of “Alternate Base Rate”,
“Applicable
Rate”, “Commitment”, “Loan Documents” and
“Total
Commitment” contained in Section 1.01 of the Credit Agreement are hereby
amended in their entirety to read in full as follows:

       

    

    
       

       

    

    
      
        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

       

      
        “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1⁄2 of 1%, and (c) the Adjusted Eurodollar Rate for a one month Interest
Period plus 1%, provided that, for the avoidance of doubt, the Adjusted
Eurodollar Rate for any day shall be based on the rate as published by Reuters
(or other commercially available, generally recognized financial information
source providing quotations of BBA LIBOR as designated by the Administrative
Agent from time to time) at approximately 11:00 a.m. London time two Business
Days prior to such day.  Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted
Eurodollar Rate shall be effective from and including the effective date of such
change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted
Eurodollar Rate, respectively.

         

        “Applicable Rate”
means, for any day, with respect to any ABR Loan, any Eurodollar Loan or any
Specified Rate Swingline Loan, or with respect to the commitment fees payable
hereunder, as the case may be, the applicable rate per annum set forth in the
appropriate intersection in the table below, based on the Consolidated Leverage
Ratio as of the most recent Quarterly Date with respect to which the
Administrative Agent shall have received the Current Information required to be
delivered to the Administrative Agent pursuant to Section 6.01(a) or
Section 6.01(b)
and the calculation certificate required to be delivered pursuant to Section 6.01(c) in
respect of such Current Information:

         

      

    

    
      	
              Consolidated
      Leverage Ratio

            	
              ABR
      Loan Percentage

            	
              Eurodollar
      Loan Percentage

            	
              Specified
      Rate Swingline Loan Percentage

            	
              Commitment
      Fee Percentage

            
	
              Category
      1

              Greater
      than 4.50 to 1.00

            	
              3.000%

            	
              4.000%

            	
              4.000%

            	
              0.500%

            
	
              Category
      2

              Greater
      than 4.00 to 1.00

              but
      less than or equal to 4.50 to 1.00

            	
              2.750%

            	
              3.750%

            	
              3.750%

            	
              0.500%

            
	
              Category
      3

              Greater
      than 3.50 to 1.00

              but
      less than or equal to 4.00 to 1.00

            	
              2.500%

            	
              3.500%

            	
              3.500%

            	
              0.500%

            
	
              Category
      4

              Greater
      than 3.00 to 1.00

              but
      less than or equal to 3.50 to 1.00

            	
              2.250%

            	
              3.250%

            	
              3.250%

            	
              0.500%

            
	
              Category
      5

              Less
      than or equal to 3.00 to 1.00

            	
              2.000%

            	
              3.000%

            	
              3.000%

            	
              0.500%

            


    

     

     

    
       

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

       

      
        Each change in the Applicable Rate based on a change in
the Current Information shall become effective on the date on which the Current
Information is delivered to the Lenders pursuant to Section
6.01 (but in any event not later than the 60th day after the end
of each of the first three Fiscal Quarters of each Fiscal Year or the 120th day
after the end of each Fiscal Year, as the case may be) and shall remain in
effect until the next change to be effected pursuant to this
paragraph.  If any Current Information is not delivered within the
time periods specified in Section 6.01, then,
commencing on the day following the applicable due date for such Current
Information as specified in Section 6.01 until
such Current Information is delivered, the Consolidated Leverage Ratio as at the
end of the Fiscal Quarter that would have been covered thereby shall for the
purposes of this definition be deemed to be in Category 1 (Greater than 4.50 to
1.00).

         

        
          “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans
hereunder, and the commitment of the Swingline Lender to make Swingline Loans,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08 or Section 2.10, (b)
increased from time to time pursuant to Section 2.08, and (c)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section
10.04.  The initial amount of each Lender’s Commitment is set
forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Commitment, as applicable.  As of the Second
Amendment Effective Date, the Total Commitment is $320,000,000.

           

          “Loan Documents” means
this Agreement, the First Amendment, the Second Amendment, the Notes, the
Security Instruments, the Borrowing Requests, the Interest Election Requests,
the Issuer Documents, the Fee Letters, any Commitment Increase Certificate and
any Additional Lender Certificate, together with any other document, instrument
or agreement now or hereafter entered into in connection with the Loans, the
Letters of Credit, the Lender Indebtedness or the transactions contemplated by
this Agreement, as such documents, instruments or agreements may be amended,
modified or supplemented from time to time.

           

          “Total Commitment”
means the aggregate of all Lenders’ Commitments.  As of the Second
Amendment Effective Date, the Total Commitment is
$320,000,000.

        

      

       

      
         

        
          
            
              
                 


              

              
                4 


                
                  

                

              

              
                 


              

            

          

           

          1.3   Amendment to Increase in
Commitments Provision.  Clause (d)(ii)(A) of Section 2.08 of
the Credit Agreement shall be amended in its entirety to read in full as
follows:

           

          
            (A)  
such increase shall not be less than $5,000,000 unless the Administrative Agent
otherwise consents, such consent not to be unreasonably withheld, conditioned or
delayed, and no such increase shall be permitted if after giving effect thereto
(1) the aggregate amount of all such increases exceeds $30,000,000 more than the
Total Commitment on the Second Amendment Effective Date after giving effect to
the Second Amendment, or (2) the Total Commitment exceeds
$350,000,000.

             

            1.4  
Amendment to Alternate Rate
of Interest Provision.  Section 2.13 of the Credit Agreement
shall be amended by inserting “(without reference to the Adjusted Eurodollar
Rate as set forth in the definition of Alternate Base Rate)” after the reference
to “ABR Revolving Borrowing”.

             

            1.5   Amendment to Illegality
Provision.  Clause (b) of Section 2.14 of the Credit Agreement
shall be amended in its entirety to read in full as follows:

             

            (b)  
If the obligation of any Lender to make or maintain any Eurodollar Loans shall
be suspended pursuant to Section 2.14(a)
hereof, all Loans having an affected Interest Period which would otherwise be
made by such Lender as Eurodollar Loans shall be made instead as ABR Revolving
Loans (without reference to the Adjusted Eurodollar Rate as set forth in the
definition of Alternate Base Rate) (and, if such Lender so requests by written
notice to the Borrower with a copy to the Administrative Agent, each Eurodollar
Loan having an affected Interest Period of such Lender then outstanding shall be
automatically converted into an ABR Revolving Loan (without reference to the
Adjusted Eurodollar Rate as set forth in the definition of Alternate Base Rate)
on the last day of the Interest Period for such Eurodollar Loans unless earlier
conversion is required by applicable law) and, to the extent that Eurodollar
Loans are so made as (or converted into) ABR Revolving Loans (without reference
to the Adjusted Eurodollar Rate as set forth in the definition of Alternate Base
Rate), all payments of principal which would otherwise be applied to such
Eurodollar Loans shall be applied instead to such ABR Revolving
Loans.

             

            1.6
  Amendment to Replacement of
Lenders Provision.  Clause (iv) of Section 2.19(b) shall be
amended in its entirety to read in full as follows:

             

            (iv)  if
any Lender is a Defaulting Lender hereunder,

             

            1.7
  Defaulting Lenders
Provision.  Article II of the Credit Agreement shall be amended
to add the new Section 2.20 at the end thereof which shall read in full as
follows:

             

          

          
             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

          

           

          
            Section
2.20  Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then, until such time
as such Lender is no longer a Defaulting Lender or is removed as a Lender
pursuant to Section 2.19, the following provisions shall apply:

             

            
              (a)  
if any Swingline Exposure or LC Obligations exist at the time a Lender becomes a
Defaulting Lender, then the Borrower shall within one Business Day following
notice by the Administrative Agent (A)(i) first, prepay such Swingline Exposure
and (ii) second, cash collateralize such Defaulting Lender’s LC Obligations in
accordance with the procedures set forth in Section 2.06(g) until the date such
LC Obligations are no longer outstanding, or (B) enter into such other
arrangements satisfactory to the Administrative Agent, the L/C Issuer, the
Swingline Lender, and the Borrower with respect to their respective exposures to
the Defaulting Lender; and

               

              (b)  
so
long as any Lender is a Defaulting Lender, the Swingline Lender shall not be
required to fund any Swingline Loan and the L/C Issuer shall not be required to
issue, amend or increase any Letter of Credit unless it is satisfied that cash
collateral will be provided by the Borrower in accordance with Section 2.20(a)
(or such other arrangements as are satisfactory to the Administrative Agent, the
L/C Issuer, the Swingline Lender, and the Borrower); and

               

              (c)  
for
the avoidance of doubt, the Borrower shall retain and reserve its rights and
remedies respecting each Defaulting Lender.

            

             

            
              1.8   Replacement of Schedule
2.01.  Schedule 2.01 to the Credit Agreement shall be replaced
in its entirety with Schedule 2.01 to this
Second Amendment and Schedule 2.01 hereto
shall be deemed to be attached as Schedule 2.01 to the Credit
Agreement.

               

              1.9   Joinder.  Each
New Lender hereby joins in, becomes a party to, and agrees to comply with and be
bound by the terms and conditions of the Credit Agreement as a Lender thereunder
and under each and every other Loan Document to which any Lender is required to
be bound by the Credit Agreement, to the same extent as if such New Lender were
an original signatory thereto.

               

              Section
2.       Conditions
Precedent.  The amendments contained in Section 1 hereof are
subject to the satisfaction of each of the following conditions
precedent:

               

              2.1  
Fees.  Borrower
shall have paid to Administrative Agent any and all fees payable to
Administrative Agent, the New Lenders and each Lender whose Commitment is
increasing hereunder pursuant to this Second Amendment and in consideration for
the agreements set forth herein.

               

              2.2   No
Defaults.  No Default or Event of Default shall have occurred
and be continuing as of the Effective Date.

               

            

          

          
             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

          

          
            2.3   Legal
Opinions.  The Administrative Agent shall have received written
opinions (addressed to the Administrative Agent and the Lenders (as defined in
the Credit Agreement, as amended hereby) and dated the Effective Date) of (a)
Davis Polk & Wardwell LLP, counsel to the Credit Parties, and (b)
General Counsel of the General Partner, in each case in form and substance
reasonably satisfactory to the Administrative Agent, such opinions covering such
matters relating to the Credit Parties and the Loan Documents as the
Administrative Agent shall reasonably request.

             

          

        

      

    

    2.4   Organizational
Documents and Certificates.  The Administrative Agent shall
have received such documents and certificates as the Administrative Agent or its
counsel may reasonably request relating to the organization, existence and good
standing in its jurisdiction of organization of each of the Credit Parties, the
authorization of the Financing Transactions and any other legal matters relating
to the Borrower, the other Credit Parties, the Credit
Agreement,
this Second Amendment or the Financing Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its
counsel.

     

    
      2.5  
No
Material Adverse Effect.  There shall not have occurred since
December 31, 2008 any events that, individually or in the aggregate, have had a
Material Adverse Effect.

    

     

    2.6   Representations
and Warranties.  The representations and warranties of the
Credit Parties set forth in the Credit
Agreement and the other Loan
Documents (other than the representations and warranties set forth in Section
3.05(b) of the Credit
Agreement,
which representations and warranties shall only be made as of the August 10,
2007 and also in accordance with the certificates of a Responsible Officer of
the General Partner delivered pursuant to Section 6.01(c) of the Credit
Agreement)
shall be true and correct in all material respects on and as of the Effective
Date (unless stated to relate solely to an earlier date, in which case such
representation and warranty shall have been true and correct in all material
respects on and as of such earlier date), except to the extent previously waived
in writing by the Lenders or the Required Lenders, as
applicable.

     

    2.7   Break
Funding Payments.  If, on the Effective Date, any Eurodollar
Borrowings are outstanding and if the Effective Date is not the last day of the
Interest Period(s) in respect of such Eurodollar Borrowings, the Borrower shall
have paid any compensation required under Section 2.16 of the Credit
Agreement.

     

    2.8   Notes.  Each
Lender that is a New Lender or whose Commitment is increasing hereunder that is
requesting a Note shall have received a duly completed and executed Note,
payable to the order of such Lender.

     

    2.9   Other
Documentation.  The Administrative Agent shall have received
such other customary instruments and documents as any of the Administrative
Agent, the Lenders or their counsel may reasonably request.

     

    Section
3.      Representations
and Warranties of Borrower.  To induce Lenders and
Administrative Agent to enter into this Second Amendment, Borrower hereby
represents and warrants as of the Effective Date to Lenders and Administrative
Agent as follows:

     

    
       

    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      3.1   Reaffirm
Existing Representations and Warranties.  After giving effect
to the amendments set forth in Section
1 hereof, the representations and warranties of the Credit Parties set
forth in the Credit
Agreement and the other Loan
Documents (other than the representations and warranties set forth in Section
3.05(b) of the Credit
Agreement,
which representations and warranties are made as of August 10,
2007 and also in accordance with the certificates of a Responsible Officer of
the General Partner delivered pursuant to Section 6.01(c) of the Credit
Agreement)
are true and correct in all material respects on and as of the Effective Date
(unless stated to relate solely to an earlier date, in which case such
representation and warranty shall have been true and correct in all material
respects on and as of such earlier date), except to the extent previously waived
in writing by the Lenders or the Required Lenders, as
applicable.

    

     

    3.2   Due
Authorization; No Conflict.  The execution, delivery and
performance by Borrower of this Second Amendment are within Borrower’s limited
partnership powers, have been duly authorized by all necessary action, require
no action by or in respect of, or filing with, any Governmental Authority (other
than (a) actions or filings pursuant to the Exchange Act and (b) actions or
filings that have been taken or made and are in full force and effect and
actions or filings which, if not taken or made, would not reasonably be expected
to have a Material Adverse Effect) and do not violate or constitute a default
under any applicable Governmental Rule or any Material Contract binding upon
Borrower or any other Credit Party (other than violations or defaults
that would not reasonably be expected to have a Material Adverse Effect), or
result in the creation or imposition of any Lien on any Mortgaged Property or
other Collateral of Borrower or any other Credit Party except Permitted
Encumbrances.

     

    3.3   Validity
and Enforceability.  This Second Amendment constitutes the
valid and binding obligation of Borrower enforceable in accordance with its
terms, except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditor’s
rights generally, and (b) equitable principles of general applicability (whether
enforcement is sought by proceedings at law or in equity).

     

    3.4   No
Default or Event of Default.  No Default or Event of Default
has occurred which is continuing.

     

    3.5   No
Defense.  Borrower acknowledges that Borrower has no defense to
(a) Borrower’s obligation to pay the Lender Indebtedness when due, or (b) the
validity, enforceability or binding effect against Borrower of the Credit
Agreement or any of the other
Loan Documents or any Liens intended to be created thereby.

     

    Section
4.       Representations
and Warranties of Each New Lender.  Each New Lender (a)
represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Second Amendment, to
consummate the transactions contemplated hereby and to become a Lender under the
Credit
Agreement,
(ii) from and after the Effective Date, it shall be bound by the provisions of
the Credit
Agreement as a Lender
thereunder, (iii) it has received a copy of the Credit
Agreement,
together with copies of the most recent financial statements delivered pursuant
to Section 6.01 thereof, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Second Amendment and to become a Lender on the basis of which it
has made such analysis and decision independently and without reliance on the
Administrative 

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
       

      Agent or any other Lender,
and (iv) if it is a Foreign Lender, attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit
Agreement,
duly completed and executed by such New Lender; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent or any
other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a
Lender.

    

     

    Section
5.       Miscellaneous.

     

    5.1    Reaffirmation
of Loan Documents.  Any and all of the terms and provisions of
the Credit
Agreement and the Loan
Documents shall, except as amended and modified hereby, remain in full force and
effect.  The amendments contemplated hereby shall not limit or impair
any Liens securing the Lender Indebtedness, each of which are hereby ratified,
affirmed and extended to secure the Lender Indebtedness as they may be increased
pursuant hereto.

     

    
      5.2    Parties
in Interest.  All of the terms and provisions of this Second
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.

    

     

    5.3    Legal
Expenses.  Borrower hereby agrees to pay on demand all
reasonable and substantiated out-of-pocket fees and expenses of counsel to
Administrative Agent incurred by Administrative Agent in connection with the
preparation, negotiation and execution of this Second Amendment and all related
documents.

     

    5.4    Counterparts.  This
Second Amendment may be executed in counterparts, and all parties need not
execute the same counterpart.  Facsimiles or other electronic
transmissions (e.g., pdf) shall be effective as originals.

     

    5.5    Complete
Agreement.  THIS SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE
PARTIES.

     

    5.6    Headings.  The
headings, captions and arrangements used in this Second Amendment are, unless
specified otherwise, for convenience only and shall not be deemed to limit,
amplify or modify the terms of this Second Amendment, nor affect the meaning
thereof.

     

    5.7    No
Waivers.  No failure or delay on the part of Administrative
Agent or Lenders to exercise any right or remedy under the Credit
Agreement,
any other Loan Documents or applicable law shall operate as a waiver thereof,
nor shall any single or partial exercise of any right or remedy preclude any
other or further exercise of any right or remedy, all of which are cumulative
and may be exercised without notice except to the extent notice is expressly
required (and has not been waived) under the Credit
Agreement,
the other Loan Documents and applicable law.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5.8    Effectiveness.  This
Second Amendment shall be effective automatically and without necessity of any
further action by Borrower, Administrative Agent or Lenders when counterparts
hereof have been executed by Borrower, the other Credit Parties party hereto,
Administrative Agent and Required Lenders (which shall include each New Lender
and each Lender whose Commitment is increasing hereunder), and all conditions to
the effectiveness hereof set forth herein have been satisfied.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly
executed by their respective authorized officers on the date and year first
above written.

     

    [Signature
Pages to Follow]

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    
      	 	BORROWER:	 
	 	 	 
	 	
              QUICKSILVER GAS
      SERVICES LP,
      a Delaware limited partnership

            	 
	 	 	 	 	 
	
               

            	
              By:

            	Quicksilver
      Gas Services GP LLC, a Delaware limited liability company, its General
      Partner	 
	 	 	 	 	 
	 	 	By:	/s/
      Vanessa Gomez	 
	 	 	 	
              Vanessa
      Gomez

              Vice President - Treasurer

            	 


    

     

    
      
        
        

      

      
        
          [Signature
Page to Second Amendment to Credit Agreement]

          Quicksilver
Gas Services LP

        

        
          

        

      

      
        
        

      

    

     

    
      Each of
the undersigned (i) consent and agree to this Second Amendment, and (ii) agree
that the Loan Documents (as amended hereby) to which it is a party shall remain
in full force and effect and shall continue to be the legal, valid and binding
obligation of such Person, enforceable against it in accordance with its
terms.

       

    

    
      
        	 	
                QUICKSILVER GAS
      SERVICES OPERATING LLC,
      a Delaware limited liability
      company

              	 
	 	 	 	 
	
                 

              	
                By:

              	/s/
      Vanessa Gomez	 
	 	 	Vanessa
    Gomez	 
	 	 	Vice President -
      Treasurer	 
	 	 	 	 
	 	 	 	 


      

    

    
      	 	
              QUICKSILVER GAS
      SERVICES OPERATING GP LLC,
      a Delaware limited liability
      company

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Vanessa
      Gomez	 
	 	 	Vanessa
    Gomez	 
	 	 	Vice President -
      Treasurer	 
	 	 	 	 
	 	 	 	 


    

    
      	 	
              COWTOWN GAS
      PROCESSING PARTNERS L.P.,
      a Texas limited partnership

            	 
	 	 	
              By:
      

            	Quicksilver
      Gas Services Operating GP LLC, a Delaware limited liability company, its
      General Partner	 
	 	 	 	 	 	 
	 	 	 	By: 	/s/ Vanessa
      Gomez	 
	 	 	 	 	Vanessa
    Gomez	 
	 	 	 	 	Vice
      President - Treasurer	 


    

    
      	 	 	 


    

    
       

       

       

      
        
          
          

        

        
          
            [Signature
Page to Second Amendment to Credit Agreement]

            Quicksilver
Gas Services LP

          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
        	
              	 	 
	 	
                COWTOWN PIPELINE
      PARTNERS L.P.,
      a Texas limited partnership

              	 
	 	 	
                By:
      

              	Quicksilver
      Gas Services Operating GP LLC, a Delaware limited liability company, its
      General Partner	 
	 	 	 	 	 	 
	 	 	 	By: 	/s/ Vanessa
      Gomez	 
	 	 	 	 	Vanessa
    Gomez	 
	 	 	 	 	Vice
      President - Treasurer	 


        
           

        

      

       

       

       

      
        
          
            
            

          

          
            
              [Signature
Page to Second Amendment to Credit Agreement]

              Quicksilver
Gas Services LP

            

            
              

            

          

          
            
            

          

        

      

       

       

       

       

       

       

       

      
        
          	 	ADMINISTRATIVE
      AGENT:	 
	 	 	 
	 	
                  BANK OF AMERICA,
      N.A.,
      as Administrative Agent and as a
    Lender

                	 
	 	 	 	 
	 	By:	/s/
      Ronald E. McKaig	 
	 	Name:	Ronald E.
      McKaig	 
	 	Title:	Senior
      Vice President	 


        

         

         

        
          
            
            

          

          
            
              [Signature
Page to Second Amendment to Credit Agreement]

              Quicksilver
Gas Services LP

            

            
              

            

          

          
            
            

          

        

      

    

     

     

     

     

    
      	 	 LENDERS:	 
	 	 	 
	
            	
              JPMORGAN CHASE BANK,
      N.A.,
      as a Lender and as a Co-Documentation
      Agent

            	 
	 	 	 	 
	 	By:	/s/
      Brian Orlando	 
	 	Name:	Brian
    Orlando	 
	 	Title:	Vice
      President	 


       

      
        
          
          

        

        
          
            [Signature
Page to Second Amendment to Credit Agreement]

            Quicksilver
Gas Services LP

          

          
            

          

        

        
          
          

        

      

    

     

     

     

    
       

       

      
        
          
            
              
                	 	
                        COMPASS BANK,
      as a Lender and as Co-Documentation
      Agent

                      	 
	 	 	 	 
	 	By:	/s/
      Christopher S. Parada	 
	 	Name:	Christopher S.
      Parada	 
	 	Title:	Senior
      Vice President	 


              

               

              
                
                  
                  

                

                
                  
                    [Signature
Page to Second Amendment to Credit Agreement]

                    Quicksilver
Gas Services LP

                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

    

     

     

     

     

     

     

    
      
        
          	 	
                  BNP PARIBAS,
      as a Lender and as Syndication
    Agent

                	 
	 	 	 	 
	 	By:	/s/
      Mark A. Cox	 
	 	Name:	Mark A.
Cox	 
	 	Title:	Managing
      Director	 
	 	 	 	 
	 	By:	/s/
      Greg Smothers	 
	 	Name:	GREG
      SMOTHERS	 
	 	Title:	DIRECTOR	 


        

         

        
          
            
            

          

          
            
              [Signature
Page to Second Amendment to Credit Agreement]

              Quicksilver
Gas Services LP

            

            
              

            

          

          
            
            

          

        

      

    

     

    
       

       

      
         

         

        
          
            
               

            

          

        

      

      
        
          
            
              
                
                  	 	
                          WELLS FARGO BANK,
      N.A.,
      as a Lender and as Co-Documentation
      Agent

                        	 
	 	 	 	 
	 	By:	/s/
      David C. Brooks	 
	 	Name:	David C.
      Brooks	 
	 	Title:	Vice
      President	 


                

                
                   

                  
                    
                      
                        
                        

                      

                      
                        
                          [Signature
Page to Second Amendment to Credit Agreement]

                          Quicksilver
Gas Services LP

                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

      
         

         

        
          
            
              
                
                  	 	
                          COMERICA BANK,
      as a Lender

                        	 
	 	 	 	 
	 	By:	/s/
      Peter L. Sefzik	 
	 	Name:	Peter L.
      Sefzik	 
	 	Title:	Senior Vice
      President	 


                

                 

                
                  
                    
                    

                  

                  
                    
                      [Signature
Page to Second Amendment to Credit Agreement]

                      Quicksilver
Gas Services LP

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

       

       

       

       

       

       

      
         

        
          
            
              
                
                  	 	
                          CAPITAL ONE,
      NATIONAL ASSOCIATION,
      as a Lender

                        	 
	 	 	 	 
	 	By:	/s/
      Peter Shen	 
	 	Name:	Peter
    Shen	 
	 	Title:	Assistant
      Vice President	 


                

                 

                
                  
                    
                    

                  

                  
                    
                      [Signature
Page to Second Amendment to Credit Agreement]

                      Quicksilver
Gas Services LP

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

       

       

       

       

       

       

      
        
          
            
              	 	
                      THE ROYAL BANK OF
      SCOTLAND plc,
      as a Lender

                    	 
	 	 	 	 
	 	By:	/s/
      Phillip Ballard	 
	 	Name:	Phillip
      Ballard	 
	 	Title:	Managing
      Director	 


            

             

            
              
                
                

              

              
                
                  [Signature
Page to Second Amendment to Credit Agreement]

                  Quicksilver
Gas Services LP

                

                
                  

                

              

              
                
                

              

            

          

          
             

             

             

             

            
              
                 

                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            BARCLAYS BANK
      PLC,
      as a Lender

                                          	 
	 	 	 	 
	 	By:	/s/
      Craig Malloy	 
	 	Name:	Craig
    Malloy	 
	 	Title:	Director	 


                                  

                                   

                                  
                                    
                                      
                                      

                                    

                                    
                                      
                                        [Signature
Page to Second Amendment to Credit Agreement]

                                        Quicksilver
Gas Services LP

                                      

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                

                              

                            

                          

                        

                         

                        
                          
                            
                              
                                
                                   

                                   

                                   

                                   

                                  
                                     

                                    
                                      
                                        
                                          
                                            
                                              	 	
                                                      CITIBANK, N.A., as a
      Lender

                                                    	 
	 	 	 	 
	 	By:	/s/ James
      Reilly	 
	 	Name:	James
    Reilly	 
	 	Title:	Vice
      President	 


                                            

                                             

                                            
                                              
                                                
                                                

                                              

                                              
                                                
                                                  [Signature
Page to Second Amendment to Credit Agreement]

                                                  Quicksilver
Gas Services LP

                                                

                                                
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                   

                                   

                                   

                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                 

                                                 

                                                
                                                   

                                                  
                                                    
                                                      
                                                        	 	
                                                                
                                                                  CREDIT SUISSE,
      CAYMAN ISLANDS BRANCH,
      as a Lender

                                                                

                                                              	 
	 	 	 	 
	 	By:	/s/
      Nupur Kumar	 
	 	Name:	Nupur
Kumar	 
	 	Title:	Vice
      President	 
	 	 	 	 
	 	By:	/s/
      Kevin Buddhdew	 
	 	Name:	Kevin
      Buddhdew	 
	 	Title:	Associate	 


                                                      

                                                    

                                                  

                                                

                                                 

                                                 

                                                 

                                                 

                                                 

                                                 

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                      [Signature
Page to Second Amendment to Credit Agreement]

                                                      Quicksilver
Gas Services LP

                                                    

                                                    
                                                      

                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                       

                                       

                                       

                                       

                                       

                                       

                                       

                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

    
      SCHEDULE
2.01

       

      COMMITMENTS

       

      
        	
                Lender

              	 	
                Commitment

              	 
	
                Bank
      of America, N.A.

              	 	$	38,900,000.00	 
	
                JPMorgan
      Chase Bank, N.A.

              	 	$	38,900,000.00	 
	Compass
      Bank	 	$	34,500,000.00	 
	BNP
      Paribas	 	$	31,900,000.00	 
	
                Fortis
      Capital Corp.

              	 	$	31,900,000.00	 
	
                Wells
      Fargo Bank, N.A.

              	 	$	30,400,000.00	 
	Comerica
      Bank	 	$	22,500,000.00	 
	Capital
      One, National Association	 	$	20,000,000.00	 
	
                The
      Royal Bank of Scotland plc

              	 	$	19,500,000.00	 
	
                BMO
      Capital Markets Financing, Inc.

              	 	$	17,500,000.00	 
	Barclays
      Bank PLC	 	$	14,000,000.00	 
	
                Citibank,
      N.A.

              	 	$	10,000,000.00	 
	Credit
      Suisse, Cayman Islands Branch	 	$	10,000,000.00	 
	
                Total
      Commitment:

              	 	$	320,000,000.00	 


      

    

     

    Schedule 2.01-01