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Exhibit 10.6
 CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
 BY AND AMONG
 QUICKSILVER GAS SERVICES LP
 QUICKSILVER GAS SERVICES GP LLC
 COWTOWN GAS PROCESSING L.P.
 COWTOWN PIPELINE L.P.
 QUICKSILVER GAS SERVICES HOLDINGS LLC
 QUICKSILVER GAS SERVICES OPERATING GP LLC
 QUICKSILVER GAS SERVICES OPERATING LLC
 QUICKSILVER RESOURCES INC.
 AND
 THE PRIVATE INVESTORS




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Table of Contents
 TABLE OF CONTENTS      Table of Contents  ARTICLE 1
DEFINITIONS
    
    
    3ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
    
    
    5Section 2.1 Contribution by Holdings of the Interests to MLP GP
    
    
    5Section 2.2 Contribution by MLP GP of the Interests to MLP
    
    
    5Section 2.3 Contribution by Holdings of the OPGP Interests to MLP
    
    
    5Section 2.4 Contribution by the Private Investors of Limited Partner Interest in
each of Pipeline Partners and Processing Partners to MLP
    
    
    5Section 2.5 Waiver of Private Investors Redemption Rights
    
    
    6Section 2.6 Underwriters Cash Contribution
    
    
    6Section 2.7 Payment of Transaction Costs
    
    
    6Section 2.8 Redemption of Holdings Initial MLP Interest
    
    
    6ARTICLE 3
ADDITIONAL TRANSACTIONS
    
    
    6Section 3.1 Purchase of Additional Common Units
    
    
    6Section 3.2 Redemption of Common Units
    
    
    7ARTICLE 4
FURTHER ASSURANCES
    
    
    7Section 4.1 Further Assurances
    
    
    7Section 4.2 Other Assurances
    
    
    7ARTICLE 5
EFFECTIVE TIME
    
    
    7ARTICLE 6
MISCELLANEOUS
    
    
    8Section 6.1 Order of Completion of Transactions
    
    
    8Section 6.2 Headings; References; Interpretation
    
    
    8Section 6.3 Successors and Assigns
    
    
    8Section 6.4 No Third Party Rights
    
    
    8Section 6.5 Counterparts
    
    
    8Section 6.6 Governing Law
    
    
    8Section 6.7 Severability
    
    
    8Section 6.8 Amendment or Modification
    
    
    9Section 6.9 Integration
    
    
    9Section 6.10 Deed; Bill of Sale; Assignment
    
    
    9




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CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
 MLP MLP GP Processing Pipeline Holdings OPGP OLLC QRI Little Hoss Cowtown Processing Little Hoss Cowtown Pipeline Little
Hoss LGS-Godley Private Investors Parties
 RECITALS
 Delaware LP Act
  s Processing Partners Pipeline
Partners Schedule I
 Delaware LLC Act




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Holdings Initial MLP Interest
      Closing
 Interests
 IDRs
  Schedule I
 Schedule I
 -2-




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OPGP
Interests
   Option
  
 ARTICLE 1  DEFINITIONS
  Agreement
 Common Unit
 -3-




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CGPP Redemption Agreement
 CPP Redemption Agreement
 Effective Time
 IDRs
 MLP
 Offering
 Omnibus Agreement
 Partnership Agreement
 Partnership Group
 Redemption Agreements
 Registration Statement
 Subordinated Unit
 Underwriters
 Underwriting Agreement
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ARTICLE 2  CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
 
 Contribution by Holdings of the Interests to MLP GP.
 
 Contribution by MLP GP of the Interests to MLP.
 
 Contribution by Holdings of the OPGP Interests to MLP.
 
 Contribution by Little Hoss of Limited Partner Interest in each of Pipeline
Partners and Processing Partners to MLP. Schedule I
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Contribution by LGS-Godley of Limited Partner Interest in Pipeline Partners to
MLP. Schedule I
 
 Waiver of Private Investors Redemption Rights.
 
 Underwriters Cash Contribution.
 Payment of Transaction Costs.
 Redemption of Holdings Initial MLP Interest.
 
 ARTICLE 3  ADDITIONAL TRANSACTIONS
 
 Purchase of Additional Common Units.
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Redemption of Common Units.
 
 ARTICLE 4  FURTHER ASSURANCES
 
 Further Assurances.
 
 Other Assurances.
 
 ARTICLE 5  EFFECTIVE TIME
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ARTICLE 6  MISCELLANEOUS
 
 Order of Completion of Transactions.
 
 Headings; References; Interpretation.
 
 Successors and Assigns.
 
 No Third Party Rights.
 
 Counterparts.
 
 Governing Law.
 
 Severability.
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Amendment or Modification.
 
 Integration.
 
 Deed; Bill of Sale; Assignment.
 [Signature page follows]
 -9-




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QUICKSILVER GAS SERVICES LP
By:  Quicksilver Gas Services GP LLC, its general partnerBy:Name:Title: QUICKSILVER GAS SERVICES GP LLCBy:Name:Title: QUICKSILVER GAS SERVICES HOLDINGS LLCBy:Name:Title: QUICKSILVER GAS SERVICES OPERATING GP LLCBy:Name:Title: QUICKSILVER GAS SERVICES OPERATING LLCBy:Name:Title:




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COWTOWN GAS PROCESSING L.P.
By:  Cowtown Pipeline Management, Inc., its general partnerBy:Name:Title: COWTOWN PIPELINE L.P.
By:  Cowtown Pipeline Management, Inc., its general partnerBy:Name:Title: QUICKSILVER RESOURCES INC.By:Name:Title: LITTLE HOSS COWTOWN PROCESSING PARTNERS
By:  AEM Ranch, L.L.C., managing partnerBy:Ardon E. MoorePresident LITTLE HOSS COWTOWN PIPELINE PARTNERS
By:  AEM Ranch, L.L.C., managing partnerBy:Ardon E. MoorePresident LGS-GODLEY INVESTMENTS, LLCBy:Charles L. GerenPresident




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Schedule I
 Cowtown Gas Processing Partners L.P. Ownership
 Partners Name
    
    Partners Sharing Percentage *
    
    UnitsGeneral Partner:Cowtown GasProcessing L.P.
    
    
    1
    %
    
    
    N/ALimited Partners:CowtownGas Processing L.P.
    
    
    94
    %
    
    
    475Little Hoss CowtownProcessing Partners
    
    
    5
    %
    
    
    25
 Cowtown Pipeline Partners L.P. Ownership
 Partners Name
    
    Partners Sharing Percentage *
    
    UnitsGeneral Partner:Cowtown
PipelineL.P.
    
    
    1
    %
    
    
    N/ALimited Partners:Cowtown
Pipeline L.P.
    
    
    92
    %
    
    
    465Little Hoss CowtownPipeline Partners
    
    
    5
    %
    
    
    25LGS-Godley Investments, LLC
    
    
    2
    %
    
    
    10
 
 *
    
    Partners Sharing Percentage is determined as follows: (Units owned divided by total Units
outstanding) x 99%