##### Table of Contents



As filed with the Securities and Exchange Commission on July
    17, 2007
 
 Registration
    No. 333-140599
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
     Amendment
 
 No. 3 to
 
 Form S-1
 REGISTRATION STATEMENT UNDER
    THE SECURITIES ACT OF 1933
     QUICKSILVER GAS SERVICES
    LP
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

4922

56-2639586(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   777 West Rosedale Street
 Fort Worth, Texas 76104
 (817) 665-8620
 (Address, Including Zip Code,
    and Telephone Number, Including Area Code, of Registrants
    Principal Executive Offices)
  John C. Cirone
 777 West Rosedale Street
 Fort Worth, Texas 76104
 (817) 665-8620
 (Name, Address, Including Zip
    Code, and Telephone Number, Including Area Code, of Agent for
    Service)
    Copies to:
 G. Michael OLeary
    Henry Havre
    Andrews Kurth LLP
    600 Travis Street, Suite 4200
    Houston, Texas 77002
    (713) 220-4200

D. Alan Beck, Jr.
    Alan P. Baden
    Vinson & Elkins L.L.P.
    1001 Fannin Street, Suite 2300
    Houston, Texas  77002
    (713) 758-2222    Approximate date of commencement of proposed sale to the
    public:
   o
  o
  o
  o
  
 Proposed MaximumTitle of Each Class of


Aggregate Offering


Amount ofSecurities To Be Registered


Price(1)(2)


Registration FeeCommon units representing limited
    partner interests


$120,750,000


$9,927(3)  
 
 (1)
    
    Includes common units issuable upon
    exercise of the underwriters option to purchase additional
    common units. 
 
  (2)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(o). 
 
  (3)
    
    Includes $8,721 of fees previously
    paid by the Registrant in connection with the Registration
    Statement on
    Form S-1
    (Registration
    No. 333-140599),
    as filed with the Securities and Exchange Commission on
    February 12, 2007, and $742 of fees in connection with
    Amendment No. 2 to the Registration Statement, as filed on
    June 15, 2007. 
  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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##### Table of Contents



The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.   SUBJECT
    TO COMPLETION DATED JULY 17, 2007
 
  PROSPECTUS
 
 
 5,000,000 Common
    Units
 
 
 
 Representing Limited Partner
    Interests
 
   
 
  Investing in our common units involves risks. Please read
    Risk Factors beginning on page 16.
 
    
    We are dependent on our ultimate parent, Quicksilver Resources
    Inc., for almost all of our supply of natural gas. The loss of
    this customer would result in a material decline in our volumes,
    revenues and cash available for distribution.
    Our pro forma available cash generated during the year ended
    December 31, 2006 and the twelve months ended
    March 31, 2007 would not have been sufficient to enable us
    to make cash distributions to holders of our common units and
    subordinated units at the initial distribution rate under our
    cash distribution policy.
    Because of the natural decline in production from existing wells
    in our operating region, our success depends on our ability to
    obtain new sources of supplies of natural gas, which depends on
    factors beyond our control. Any decrease in our natural gas
    supplies could adversely affect our business and operating
    results.
    We depend on a single processing plant and a single pipeline
    system for all of our revenues, and if utilization of these
    assets were reduced significantly, there would be a material
    adverse effect on our results of operations and ability to make
    distributions to our unitholders.
    Quicksilver will own a 73.2% limited partner interest in us and
    will control our general partner, which has sole responsibility
    for conducting our business and managing our operations. Our
    general partner has conflicts of interest with us, and it may
    favor its own interests to our, and therefore your, detriment.
    Cost reimbursements due to our general partner and its
    affiliates for services provided, which will be determined by
    our general partner, will be substantial and will reduce our
    cash available for distribution to you.
    Holders of our common units have limited voting rights and are
    not entitled to elect our general partner or its directors.
    Even if unitholders are dissatisfied, they cannot initially
    remove our general partner without its consent.
    Control of our general partner may be transferred to a third
    party without unitholder consent. 
  
    You will experience immediate and substantial dilution of
    $16.15 in tangible net book value per common unit. 
  
    You may be required to pay taxes on income from us even if you
    do not receive any cash distributions from us.  PerCommon Unit


TotalInitial public offering price

$



$Underwriting discount(1)

$



$Proceeds, before expenses, to
    Quicksilver Gas Services LP

$



$     (1)
    
    Excludes an aggregate structuring fee equal to 0.5% of the gross
    proceeds of this offering, or approximately
    $      million, payable to UBS
    Investment Bank and Goldman, Sachs & Co. 
  30-day
 
      UBS
    Investment Bank
    Goldman, Sachs & Co. 
  A.G.
    Edwards
    JPMorgan
    Fortis
    Securities LLC




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##### Table of Contents



TABLE OF
    CONTENTS
  
 SUMMARY


1Our Partnership and
    Our Relation to Quicksilver


1Our Assets and
    Operations


1Near-Term Growth
    Platform


2Our Recent
    Results


2Business
    Strategies


2Competitive
    Strengths


3Risk
    Factors


3Formation
    Transactions and Partnership Structure


4Ownership of
    Quicksilver Gas Services LP


6Management of Our
    Partnership


7Principal Executive
    Offices and Internet Address


7Conflicts of
    Interest and Fiduciary Duties


7Our General
    Partners Right to Receive Incentive
    Distributions


7The
    Offering


9Summary Historical
    and Pro Forma Financial and Operating Data


12Non-GAAP Financial
    Measures


14RISK
    FACTORS


16Risks Related to
    Our Business


16Risks Inherent in
    an Investment in Us


25Tax Risks to Common
    Unitholders


33USE OF
    PROCEEDS


37CAPITALIZATION


38DILUTION


40OUR CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS


42General


42Our Initial
    Distribution Rate


43Unaudited Pro Forma
    Available Cash for Year Ended December 31, 2006 and the
    Twelve Months Ended March 31, 2007


45Financial Forecast
    for the Twelve Months Ending June 30, 2008


49Assumptions and
    Considerations


52Estimated Cash
    Available for Distribution for the Twelve Months Ending
    June 30, 2008


54PROVISIONS OF OUR
    PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS


57Distributions of
    Available Cash


57Operating Surplus
    and Capital Surplus


58Capital
    Expenditures


59Subordination
    Period


61Distributions of
    Available Cash from Operating Surplus during the Subordination
    Period


62Distributions of
    Available Cash from Operating Surplus after the Subordination
    Period


63General Partner
    Interest and Incentive Distribution Rights


63General
    Partners Right to Reset Incentive Distribution
    Levels


63Percentage
    Allocations of Available Cash from Operating Surplus


66Distributions from
    Capital Surplus


67Adjustment to the
    Minimum Quarterly Distribution and Target Distribution
    Levels


67Distributions of
    Cash Upon Liquidation


68 
 i




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##### Table of Contents



SELECTED HISTORICAL
    AND PRO FORMA FINANCIAL AND OPERATING DATA


70MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


72Overview


72Our
    Operations


72How We Evaluate Our
    Operations


72General Trends and
    Outlook


73Formation,
    Acquisition and Asset Disposal History and Financial Statement
    Presentation


74Items Affecting
    Comparability of Our Financial Results


75Critical Accounting
    Policies and Estimates


75Results of
    Operations


76Liquidity and
    Capital Resources


78Capital
    Requirements


79Recent Accounting
    Pronouncements


82Quantitative and
    Qualitative Disclosures About Market Risk


83BUSINESS


84Our
    Partnership


84Business
    Strategies


85Competitive
    Strengths


85Competitive
    Challenges and Risks


86Our Relationship
    with Quicksilver


87Industry
    Overview


87Our Assets and
    Operations


91Competition


92Safety and
    Maintenance Regulation


92Regulation of
    Operations


93Environmental
    Matters


95Title to Properties
    and
    Rights-of-Way


97Employees


97Legal
    Proceedings


97MANAGEMENT


98Management of
    Quicksilver Gas Services LP


98Directors and
    Executive Officers


99Reimbursement of
    Expenses of Our General Partner


100Executive
    Compensation


1002007 Equity
    Plan


102SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


104CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


106Distributions and
    Payments to Our General Partner and its Affiliates


106Omnibus
    Agreement


107Contracts with
    Affiliates


110CONFLICTS OF
    INTEREST AND FIDUCIARY DUTIES


111Conflicts of
    Interest


111Fiduciary
    Duties


115DESCRIPTION OF THE
    COMMON UNITS


118The Units


118Transfer Agent and
    Registrar


118Transfer of Common
    Units


118THE PARTNERSHIP
    AGREEMENT


120 
 ii




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##### Table of Contents



Organization and
    Duration


120Purpose


120Power of
    Attorney


120Cash
    Distributions


120Capital
    Contributions


120Voting
    Rights


121Limited
    Liability


122Issuance of
    Additional Securities


123Amendment of the
    Partnership Agreement


123Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets


125Termination and
    Dissolution


126Liquidation and
    Distribution of Proceeds


126Withdrawal or
    Removal of the General Partner


126Transfer of General
    Partner Units


128Transfer of
    Ownership Interests in the General Partner


128Transfer of
    Incentive Distribution Rights


128Change of
    Management Provisions


128Limited Call
    Right


129Meetings;
    Voting


129Status as Limited
    Partner


130Non-Citizen
    Assignees; Redemption


130Indemnification


130Reimbursement of
    Expenses


131Books and
    Reports


131Right to Inspect
    Our Books and Records


131Registration
    Rights


131UNITS ELIGIBLE FOR
    FUTURE SALE


132MATERIAL TAX
    CONSEQUENCES


133Partnership
    Status


133Limited Partner
    Status


134Tax Consequences of
    Unit Ownership


135Tax Treatment of
    Operations


140Disposition of
    Common Units


140Uniformity of
    Units


142Tax-Exempt
    Organizations and Other Investors


143Administrative
    Matters


144State, Local,
    Foreign and Other Tax Considerations


146INVESTMENT IN
    QUICKSILVER GAS SERVICES LP BY EMPLOYEE BENEFIT PLANS


147UNDERWRITING


148Option to Purchase
    Additional Common Units


148Commissions and
    Discounts


148No Sales of Similar
    Securities


149Indemnification


149Directed Unit
    Program


149NYSE Arca


150Price
    Stabilization, Short Positions


150Determination of
    Offering Price


150Electronic
    Distribution


151 
 iii




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##### Table of Contents



Discretionary
    Sales


151Stamp
    Taxes


151Affiliations


151NASD Conduct
    Rules


151VALIDITY OF THE
    COMMON UNITS


152EXPERTS


152WHERE YOU CAN FIND
    MORE INFORMATION


152FORWARD-LOOKING
    STATEMENTS


152INDEX TO FINANCIAL
    STATEMENTS


F-1APPENDIX
    A  AMENDED AND RESTATED AGREEMENT OF LIMITED
    PARTNERSHIP OF QUICKSILVER GAS SERVICES LP


A-1APPENDIX
    B  GLOSSARY TERMS


B-1Form of Underwriting AgreementLimited Liability Company AgreementForm of Common Unit CertificateOpinion LetterForm of Credit AgreementFifth Amended Cowtown Gas Facilities Gas Gathering & Processing AgreementForm of 2007 Equity PlanForm of Services and Secondment AgreementForm of Contribution Conveyance and Assumption AgreementForm of Indemnification AgreementForm of Phantom Unit Award Agreement for DirectorsForm of Phantom Unit Award Agreement for DirectorsForm of Phantom Unit Award Agreement for Non-DirectorsForm of Phantom Unit Award Agreement for Non-DirectorsForm of Subordinated Promissory NoteList of SubsidiariesConsent of Deloitte & Touche LLPConsent of Schlumberger Data and Consulting ServicesConsent of W.D. Von Gonten & Company  
    iv




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##### Table of Contents



SUMMARY  This summary is a brief overview and does not contain all of
    the information that you should consider before investing. You
    should read this entire prospectus, including the financial
    statements and related notes. We have presented information
    assuming (1) an initial public offering price of
    $20.00 per common unit and (2) that the
    underwriters option to purchase additional units will not
    be exercised. Please pay special attention to information under
    the caption Risk Factors beginning on page 16
    for risks that you should consider. Unless indicated otherwise,
    (1) our, we, us and
    similar terms refer to Quicksilver Gas Services LP, together
    with its subsidiaries, after giving effect to the Formation
    Transactions described beginning on page 4, and also refer
    to our predecessors, Cowtown Pipeline Partners L.P. and Cowtown
    Gas Processing Partners L.P., and
    (2) Quicksilver refers to Quicksilver Resources
    Inc., our ultimate parent, and its subsidiaries (other than us).
    We present Quicksilvers natural gas production data on a
    net production basis, which means production owned
    by Quicksilver less royalties and production due to other third
    parties. Appendix B contains a glossary of several terms,
    including Quicksilver Counties (Hood, Somervell,
    Johnson, Tarrant, Hill, Parker, Bosque and Erath Counties in
    north Texas) and Fort Worth Basin.
 
 Our
    Partnership and Our Relation to Quicksilver      
    Large, long-lived reserves.  According to an
    independent petroleum engineers report, as of
    December 31, 2006, Quicksilver had approximately
    704 billion cubic feet equivalent, or Bcfe, of proved
    reserves in the Quicksilver Counties, with average production of
    approximately 34.7 million cubic feet per day equivalent,
    or MMcfe/d, in 2006;
    Substantial Fort Worth Basin acreage.  As
    of March 31, 2007, Quicksilver owned approximately
    265,000 net acres in the Quicksilver Counties, with
    approximately 2,000 drilling locations;
    Proven track record.  Since entering the
    Fort Worth Basin in 2004, Quicksilver has increased its
    production from an average of 0.5 MMcfe/d in 2004, to an
    average of 51.1 MMcfe/d during the first quarter of
    2007; and
    Highly active Fort Worth Basin drilling
    program.  Quicksilver plans to increase its
    drilling activity in the Fort Worth Basin significantly by
    drilling approximately 160 to 180 net wells in 2007 and 200
    to 220 net wells in 2008. Our
    Assets and Operations  state-of-the-art
 1




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##### Table of Contents



Near-Term
    Growth Platform    
    A third processing unit, which we expect will provide
    125 MMcf/d of additional processing capacity,  thus
    increasing our total processing capacity to 325 MMcf/d by
    the fourth quarter of 2008; and
    Cowtown Pipeline expansions to gather natural gas from new
    Quicksilver wells in the Quicksilver Counties and transport it
    to the Cowtown Plant. 
   
 Our
    Recent Results   Business
    Strategies    
    Growing organically.  We expect that the
    primary growth in our gathering and processing volumes will come
    from Quicksilvers increased volume of product transported,
    or throughput, to our system.
    Attracting third party volumes to our
    facilities.  We intend to attract increased third
    party volumes to our gathering and processing systems by active
    marketing and superior customer service.
    Minimizing commodity price exposure and maintaining a
    disciplined financial policy.  We structure our
    service agreements on a fixed fee basis without direct commodity
    price exposure. We plan to maintain a prudent and disciplined
    cash distribution policy and capital structure.
    Improving operating efficiency and asset utilization while
    managing our growth.  As we prudently manage the
    expansion of our operations, we intend to improve operational
    efficiencies, increase capacity and enhance overall asset
    utilization.
    Pursuing midstream acquisitions.  We plan to
    pursue strategic midstream acquisition opportunities that will
    complement and expand our existing business.
 2




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##### Table of Contents



Competitive
    Strengths    
    Quicksilver is one of the fastest growing producers in the
    Fort Worth Basin.  Quicksilvers average
    annual natural gas production from the Fort Worth Basin has
    grown from 0.5 MMcfe/d in 2004 to 34.7 MMcfe/d in
    2006, and its average production was 51.1 MMcfe/d for the first
    quarter of 2007. Quicksilver has announced its intention to
    increase the number of rigs it will operate in the Quicksilver
    Counties, and we expect this increased drilling activity to
    result in significantly increased throughput at our facilities.
    Our relationship with Quicksilver reduces the uncertainties
    associated with our expansions.  Our relationship
    with Quicksilver improves our ability to forecast our future
    throughput volumes and coordinate our capacity additions with
    Quicksilvers needs.
    Our assets are strategically located in the Fort Worth
    Basin to attract third party volumes.  We believe
    that our established position in the Fort Worth Basin gives
    us an opportunity to expand our gathering system and increase
    processing volumes.
    We provide an integrated package of midstream
    services.  We provide a broad range of bundled
    midstream services to natural gas producers, including
    gathering, compressing, treating and processing natural gas, and
    transporting and marketing NGLs. 
  
    We have the financial flexibility to pursue growth
    opportunities.  We plan to enter into a revolving
    credit facility, which will be secured by substantially all of
    our operating assets. This facility, combined with internally
    generated funds and our ability to access capital markets,
    should enable us to complete our near-term growth projects and
    facilitate our acquisitions and organic growth. Although the
    credit agreement governing this facility contemplates up to
    $150 million in aggregate borrowings, it also requires us
    to maintain certain financial ratios (including our ratio of
    total debt to EBITDA), which will initially limit our aggregate
    borrowing capacity. We expect that upon completion of this
    offering the total amount that we may borrow under this
    facility, while complying with these financial ratio covenants,
    will be approximately $40 million. We plan to borrow
    approximately $0.3 million under this facility upon closing
    this offering and we expect our borrowing capacity to increase
    over time as we grow our operations and cash flow and
    consequently improve our ratio of total debt to EBITDA. 
  
    We have an experienced management team.  Our
    management team has a proven record of enhancing value through
    the development and operation of midstream natural gas assets. 
  
    Quicksilver will retain significant ownership in
    us.  Upon completion of this offering, Quicksilver
    will have a vested interest in our growth and success by owning
    our general partner and 5,696,752 common and
    11,513,625 subordinated units, which together will
    represent a 73.2% limited partner interest in us. 
 Risk
    Factors  Investing in us involves risks.
 3




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Formation
    Transactions and Partnership Structure   
  
    Quicksilver subsidiaries will contribute to us their 95%
    interest in Cowtown Gas Processing Partners L.P., and their 93%
    interest in Cowtown Pipeline Partners L.P., and the Private
    Investors will contribute to us their 5% interests in Cowtown
    Gas Processing Partners L.P. and their 7% interests in Cowtown
    Pipeline Partners L.P.; 
  
    we will issue to Quicksilver 5,696,752 common units and
    11,513,625 subordinated units, representing an aggregate 73.2%
    limited partner interest in us; 
 
  
    we will issue to the Private Investors a total of 816,873 common
    units, representing an aggregate 3.5% limited partner interest
    in us; 
 
  
    we will issue to our general partner, Quicksilver Gas Services
    GP LLC, 469,944 general partner units, representing its initial
    2% general partner interest in us, and all of our incentive
    distribution rights, which will entitle our general partner to
    increasing percentages of the cash that we distribute in excess
    of $0.3450 per unit per quarter; 
 
  
    we will issue 5,000,000 common units to the public, representing
    an aggregate 21.3% limited partner interest in us. We will use
    the proceeds from this offering, together with cash on hand of
    $29.5 million, borrowings of approximately
    $0.3 million under our revolving credit facility and the
    issuance of a $50.0 million subordinated note payable to
    Quicksilver, to pay approximately $3.0 million of expenses
    associated with this offering, the Formation Transactions and
    our revolving credit facility and to pay approximately
    $162.1 million (including $112.1 million in cash and
    the $50.0 million subordinated note) to Quicksilver and
    approximately $7.7 million to the Private Investors as
    reimbursement of capital expenditures and return of investment
    capital; 
  
    we will own all of the ownership interests in Quicksilver Gas
    Services Operating LLC and its operating subsidiaries, which
    will own and operate our assets; 
  
    we will enter into an omnibus agreement with Quicksilver and our
    general partner, which will address, among other things, certain
    non-competition and business opportunity agreements, certain
    indemnity arrangements and our reimbursement to Quicksilver for
    the payment of certain operating expenses incurred on our
    behalf; and 
 
  
    our general partner will enter into a services and secondment
    agreement with Quicksilver, pursuant to which employees of
    Quicksilver will perform services on our behalf.
 4




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page F-3.
 5




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Ownership
    of Quicksilver Gas Services LP  
 Public Common Units


21.3
%Private Investors Common Units


3.5
%Quicksilver and Affiliates Common
    and Subordinated Units


73.2
%General Partner


2.0
%Total


100.0
%
 6




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Management
    of Our Partnership   
 Principal
    Executive Offices and Internet Address  (817) 665-8620. www.kgslp.com.
 Conflicts
    of Interest and Fiduciary Duties  General.
  Partnership Agreement Modifications to Fiduciary
    Duties.
  Our general partners affiliates may compete with
    us.
 Our
    General Partners Right to Receive Incentive
    Distributions  2% General Partner Interest.
 7




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Incentive Distributions.
  
 Marginal Percentage Interest in Distributions*General PartnerTotal Quarterly




General Partner


IncentiveTarget Distribution Level

Distribution Per Unit

Unitholders


Interest


Distribution RightsMinimum Quarterly Distribution

$0.3000


98
%


2
%


0
%First Target Distribution

up to $0.3450


98
%


2
%


0
%Second Target Distribution

above $0.3450 up to
    $0.3750


85
%


2
%


13
%Third Target Distribution

above $0.3750 up to
    $0.4500


75
%


2
%


23
%Thereafter

above $0.4500


50
%


2
%


48
%  
    *
    
    Assuming there are no arrearages on common units and that our
    general partner maintains its 2% general partner interest and
    continues to own the incentive distribution rights.  Our General Partners Right to Reset the Target
    Distribution Levels.
  
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until each unitholder receives an amount equal
    to 115% of the reset minimum quarterly distribution for that
    quarter;
    second, 85% to all unitholders, pro rata, and 15% to the
    general partner, until each unitholder receives an amount per
    unit equal to 125% of the reset minimum quarterly distribution
    for the quarter;
    third, 75% to all unitholders, pro rata, and 25% to the
    general partner, until each unitholder receives an amount per
    unit equal to 150% of the reset minimum quarterly distribution
    for the quarter; and
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner.
 8




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The
    Offering  Common units offered to the public
    
    5,000,000 common units. 
 
  5,750,000 common units, if the underwriters exercise their
    option to purchase additional units in full. 
 
  Units outstanding after this offering
    
    11,513,625 common
    units1
    and 11,513,625 subordinated units, each representing a 49%
    limited partner interest in us. 
 
  Use of proceeds
    
    We intend to use the net proceeds of approximately
    $93.0 million from this offering, after deducting
    underwriting discounts and fees but before paying offering
    expenses, together with cash on hand of $29.5 million,
    borrowings of approximately $0.3 million under our
    revolving credit facility and the issuance of a
    $50.0 million subordinated note payable to
    Quicksilver, to: 
 
   distribute approximately $162.1 million
    (consisting of $112.1 million in cash and a
    $50.0 million subordinated note payable to Quicksilver) and
    approximately $7.7 million in cash to the Private Investors
    as a return of investment capital contributed and reimbursement
    for capital expenditures advanced, comprising all of the initial
    investment by Quicksilver, and all of the initial investment by
    the Private Investors, in us; 
 
   pay approximately $3.0 million of expenses
    associated with the offering, our revolving credit facility and
    related Formation Transactions; and 
   retain the balance, if any, for working capital
    purposes.The net proceeds from any exercise of the underwriters
    option to purchase additional common units will be used for
    general partnership purposes, which may include repayments of
    debt under our revolving credit facility. 
  Cash distributions
    
    Our cash distribution policy will require us to pay cash
    distributions at an initial distribution rate of $0.3000 per
    common unit per quarter ($1.20 per common unit on an
    annualized basis) to the extent we have sufficient cash from
    operations after establishment of cash reserves and payment of
    fees and expenses, including payments to our general partner and
    its affiliates. We call this quarterly distribution amount the
    minimum quarterly distribution, and our ability to
    pay it is subject to various restrictions and other factors. We
    will adjust the minimum quarterly distribution for the period
    from the closing of this offering through September 30,
    2007, based on the actual length of that period. 
  Our partnership agreement requires us to distribute, at the end
    of each quarter, all of our cash on hand, less reserves
    established by our general partner. We refer to this amount as
    available cash, and we define it in our partnership
    agreement and in the glossary attached as Appendix B. Our
    partnership agreement requires that    1  Assumes
    no exercise of the underwriters over-allotment option and
    excludes 750,000 common units subject to issuance under our 2007
    Equity Plan. See Management  2007 Equity
    Plan.
 9




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##### Table of Contents



we distribute all of our available cash each quarter in the
    following manner: 
   first, 98% to the holders of common units and
    2% to our general partner, until each common unit has received a
    minimum quarterly distribution of $0.3000 plus any arrearages
    from prior quarters; 
 
   second, 98% to the holders of subordinated
    units and 2% to our general partner, until each subordinated
    unit has received a minimum quarterly distribution of
    $0.3000; and 
 
   third, 98% to all unitholders, pro rata, and
    2% to our general partner, until each unit has received a
    distribution of $0.3450. 
 
  If cash distributions to our unitholders exceed $0.3450 per unit
    in any quarter, our general partner will receive, in addition to
    distributions on its 2% general partner interest, increasing
    percentages, up to 48%, of the cash we distribute in excess of
    that amount. We refer to these distributions as incentive
    distributions. 
  Pro forma and expected ability to pay the minimum quarterly
    distribution
    
    The amount of pro forma available cash generated during the year
    ended December 31, 2006 and the twelve months ended
    March 31, 2007 would not have been sufficient to allow us
    to pay the minimum quarterly distribution on our common units or
    our subordinated units during such periods. 
  We believe that, based on the Statement of Forecasted Results of
    Operations and Cash Flows for the Twelve Months Ending
    June 30, 2008 included under the caption Our Cash
    Distribution Policy and Restrictions on Distributions, we
    will have sufficient cash available for distribution to make
    cash distributions for the four quarters ending June 30,
    2008 at the initial distribution rate of $0.3000 per common
    unit per quarter ($1.20 per common unit on an annualized
    basis) on all common units and subordinated units. 
 
  Subordinated units
    
    Quicksilver will initially own all of our subordinated units.
    The principal difference between our common units and
    subordinated units is that in any quarter during the
    subordination period, holders of the subordinated units are
    entitled to receive the minimum quarterly distribution of
    $0.3000 per unit only if the common units have received the
    minimum quarterly distribution plus any arrearages in the
    payment of the minimum quarterly distribution from prior
    quarters. Also, subordinated units will not accrue arrearages. 
 
  Subordination period
    
    The subordination period generally will end if we have earned
    and paid at least $0.3000 per quarter on each outstanding
    common unit, subordinated unit and general partner unit for any
    three consecutive, non-overlapping four-quarter periods ending
    on or after June 30, 2010. If we have earned and paid at
    least $0.4500 per quarter (150% of the minimum quarterly
    distribution) on each outstanding common unit, subordinated unit
    and general partner unit for any four-quarter period, the
    subordination period will terminate automatically and all of the
    subordinated units will convert into an equal number of common
    units. The subordination period will also terminate
    automatically if our general partner is removed without
 10




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##### Table of Contents



cause and the units held by our general partner and its
    affiliates are not voted in favor of removal.When the subordination period ends, all remaining subordinated
    units will convert into common units on a
    one-for-one
    basis, and the common units will no longer be entitled to
    arrearages.Issuance of additional units
    
    Our partnership agreement authorizes us to issue an unlimited
    number of units on terms determined by our general partner
    without unitholder approval.Limited voting rights
    
    Our general partner will control us, and our unitholders will
    have only limited voting rights. You will have no right to elect
    our general partner or its directors. Our general partner may
    not be removed, except by a vote of the holders of at least
    662/3%
    of our units, including any units owned by our general partner
    and its affiliates. Upon consummation of this offering, our
    general partner and its affiliates will own an aggregate of
    74.7% of our common and subordinated units. This will give our
    general partner the ability to prevent its involuntary removal.Limited call right
    
    If at any time our general partner and its affiliates own more
    than 80% of the outstanding common units, our general partner
    has the right, but not the obligation, to purchase all of the
    remaining common units at a price not less than the then current
    market price of our common units. 
  Estimated ratio of taxable income to distributions
    
    We estimate that if you own the common units you purchase in
    this offering through the record date for distributions for the
    period ending December 31, 2010, you will be allocated, on
    a cumulative basis, an amount of federal taxable income for that
    period that will be less than 20% of the cash distributed to you
    with respect to that period. For example, if you receive an
    annual distribution of $1.20 per unit, we estimate that
    your average allocable federal taxable income per year will be
    no more than $0.24 per unit. 
 
  Exchange listing
    
    We have applied to list our common units on NYSE Arca under the
    symbol KGS.
 11




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##### Table of Contents



Summary
    Historical and Pro Forma Financial and Operating Data  page F-9
  
    the sale to Quicksilver by us of several of our pipeline and
    gathering assets that are part of the Cowtown Pipeline, the Lake
    Arlington Dry System and the Hill County Dry System for
    $29.5 million, which represents our historical cost; 
  
    additional capital contributions by Quicksilver of approximately
    $20.8 million subsequent to March 31, 2007; 
 
  
    the issuance by us of 5,000,000 common units in this offering,
    the borrowing by us of $0.3 million under our revolving
    credit facility and the issuance of a $50.0 million
    subordinated note payable to Quicksilver, immediately prior to
    the completion of this offering and the application of the
    proceeds of such issuances and borrowing as described under
    Use of Proceeds; 
  
    interest expense related to the $29.5 million repurchase
    obligation of certain pipeline and gathering assets from
    Quicksilver; and 
  
    interest expense associated with $0.3 million of borrowings
    under our revolving credit facility and $50.0 million
    pursuant to a subordinated note payable to Quicksilver for the
    year ended December 31, 2006 and for the three months ended
    March 31, 2007, respectively.
 12




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##### Table of Contents



Quicksilver GasServices LPQuicksilver Gas Services Predecessor



Pro FormaPeriod from








Three






ThreeJanuary 21,








Months






Months2004 to


Year Ended


Ended



Year Ended


EndedDecember 31,


December 31,


March 31,



December 31,


March 31,2004


2005


2006


2006


2007



2006


2007(In dollars, except operating data)Statement of Operations
    Data:Processing revenues

$



$



$
62,745


$



$
267,154



$
62,745


$
267,154Processing revenues 
    parent






2,826,403



7,342,261



1,404,431



2,502,517




7,342,261



2,502,517Gathering and transportation
    revenues










53,144







191,369




53,144



191,369Gathering and transportation
    revenues  parent


36,190



2,041,644



6,460,141



1,193,086



2,410,708




6,460,141



2,410,708Total revenues


36,190



4,868,047



13,918,291



2,597,517



5,371,748




13,918,291



5,371,748Operations and maintenance


13,675



2,371,476



7,474,317



1,152,445



2,717,339




7,474,317



2,717,339General and administrative expense


12,000



329,000



937,000



166,000



496,015




937,000



496,015Other (income) expense










(12,639
)






(12,204
)



(12,639
)


(12,204
)Depreciation and amortization
    expense


7,930



614,371



2,963,253



366,871



1,294,734




2,963,253



1,294,734Interest expense























7,159,797



1,740,070Deferred tax provision










135,000







40,597




135,000



40,597Net income (loss)

$
2,585


$
1,553,200


$
2,421,360


$
912,201


$
835,267



$
(4,738,437
)

$
(904,803
)Pro forma net (loss) per limited
    partner unit






















$
(0.20
)

$
(0.04
)Operating Data:Natural gas throughput (MMcf/d)


0.3



9.8



37.0



26.3



53.1Balance Sheet Data (at period
    end):Property, plant and equipment, net

$
6,603,006


$
53,782,987


$
130,791,472


$
75,600,071


$
157,231,926







$
177,997,926Total assets


6,603,006



53,782,987



134,622,565



75,600,071



161,771,705








183,037,705Long-term debt



























79,806,329Net parent equity


5,993,355



48,949,471



118,652,338



67,195,810



141,345,859








90,500,000Cash Flow Data:Net cash flows provided by (used in)Operating activities


28,831



2,304,663



6,444,897



1,587,693



1,759,368Investing activities


(6,019,601
)


(43,707,579
)


(78,360,037
)


(18,921,831
)


(23,702,050
)Financing activities


5,990,770



41,402,916



74,712,379



17,334,138



22,121,852Other Financial Data:EBITDA


10,515



2,167,571



5,519,613



1,279,072



2,170,598




5,519,613



2,170,598Adjusted gross margin


10,515



2,167,571



5,506,974



1,279,072



2,158,394




5,506,974



2,158,394
 13




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##### Table of Contents



Non-GAAP Financial
    Measures    EBITDA.
    
    financial performance of our assets without regard to financing
    methods, capital structure or historical cost basis;
    our operating performance as compared to those of other
    companies in the midstream energy industry without regard to
    financing methods, capital structure or historical cost
    basis; and
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities.  Adjusted Gross Margin.
 14




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##### Table of Contents



Quicksilver GasServices LPQuicksilver Gas Services Predecessor



Pro FormaPeriod from


















ThreeJanuary 21,








Three Months






Months2004 to


Year Ended


Ended



Year Ended


EndedDecember 31,


December 31,


March 31,



December 31,


March 31,2004


2005


2006


2006


2007



2006


2007Reconciliation of EBITDA to net
    cash provided by operating activities:Net cash provided by operating
    activities

$
28,831


$
2,304,663


$
6,444,897


$
1,587,693


$
1,759,366Changes in operating working
    capital which (provided) used cash:Accounts receivable










66,514







203,798Other current assets










146,540







325,718Accounts payable and other


(18,316
)


(137,092
)


(1,138,338
)


(308,621
)


(118,284
)EBITDA

$
10,515


$
2,167,571


$
5,519,613


$
1,279,072


$
2,170,598Reconciliation of EBITDA to net
    income:Net income (loss):

$
2,585


$
1,553,200


$
2,421,360


$
912,201


$
835,267



$
(4,738,437
)

$
(904,803
)Add:Depreciation and amortization
    expense


7,930



614,371



2,963,253



366,871



1,294,734




2,963,253



1,294,734Interest expense























7,159,797



1,740,070Deferred tax provision










135,000







40,597




135,000



40,597EBITDA

$
10,515


$
2,167,571


$
5,519,613


$
1,279,072


$
2,170,598



$
5,519,613


$
2,170,598Reconciliation of adjusted gross
    margin to total revenues:Total revenues

$
36,190


$
4,868,047


$
13,918,291


$
2,597,517


$
5,371,748



$
13,918,291


$
5,371,748Less:Operations and maintenance expense


13,675



2,371,476



7,474,317



1,152,445



2,717,339




7,474,317



2,717,339General and administrative expense


12,000



329,000



937,000



166,000



496,015




937,000



496,015Adjusted gross margin

$
10,515


$
2,167,571


$
5,506,974


$
1,279,072


$
2,158,394



$
5,506,974


$
2,158,394
 15




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##### Table of Contents



RISK
    FACTORS  Limited partner interests are inherently different from
    capital stock of a corporation, although many of the business
    risks to which we are subject are similar to those that would be
    faced by a corporation engaged in similar businesses. You should
    consider carefully the following risk factors together with all
    of the other information included in this prospectus in
    evaluating an investment in our common units.
  If any of the following risks were actually to occur, our
    business, financial condition or results of operations could be
    materially adversely affected. In that case, we might not be
    able to pay the minimum quarterly distribution on our common
    units, the trading price of our common units could decline and
    you could lose all or part of your investment.
 Risks
    Related to Our Business  We are
    dependent on a single natural gas producer, Quicksilver, for
    almost all of our supply of natural gas. The loss of this
    customer would result in a material decline in our volumes,
    revenues and cash available for distribution.
      We may
    not have sufficient cash from operations following the
    establishment of cash reserves and payment of fees and expenses,
    including cost reimbursements to our general partner, to enable
    us to make cash distributions to holders of our common units and
    subordinated units at the initial distribution rate under our
    cash distribution policy.
 
   
  
    the fees we charge and the margins we realize for our services;
    the level of production of, the demand for and, indirectly, the
    price of natural gas, natural gas liquids, or NGLs, and
    condensate;
    the volume of natural gas we gather, treat, compress, process,
    transport and sell, and the volume of NGLs we transport and sell; 16




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##### Table of Contents




    the level of competition from other midstream energy companies;
    the level of our operating and maintenance and general and
    administrative costs; and
    prevailing economic conditions.    
    the level of capital expenditures we make;
    our ability to make borrowings under our revolving credit
    facility to pay distributions;
    the cost of acquisitions;
    our debt service requirements and other liabilities;
    fluctuations in our working capital needs;
    our ability to access capital markets;
    restrictions contained in our debt agreements; and
    the amount of cash reserves established by our general partner.    The
    amount of cash we have available for distribution to holders of
    our common units and subordinated units depends primarily on our
    cash flow and not solely on profitability.
   
   
  The
    assumptions underlying the forecast of cash available for
    distribution we include in Our Cash Distribution Policy
    and Restrictions on Distributions are inherently uncertain
    and are subject to significant business, economic, financial,
    regulatory and competitive risks and uncertainties that could
    cause actual results to differ materially from those
    forecasted.
   17




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##### Table of Contents



Estimates
    of oil and gas reserves depend on many assumptions that may be
    inaccurate. Any material inaccuracies could materially reduce
    our gas volumes and consequently could adversely affect our
    financial performance and our ability to make cash distributions
    to you.
      
    historical production from the area compared with production
    from other comparable producing areas;
    the assumed effects of regulations by governmental agencies;
    assumptions concerning future oil and gas prices; and
    assumptions concerning future operating costs, severance and
    excise taxes, development costs and workover and remedial costs.      Because
    of the natural decline in production from existing wells in our
    area of operations, our success depends on our ability to obtain
    new sources of supplies of natural gas, which depends on certain
    factors beyond our control. Any decrease in supplies of natural
    gas could result in a material decline in throughput on our
    pipelines and the utilization rates of our processing
    facilities.
     18




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##### Table of Contents



Our
    construction of new assets may not result in revenue increases
    and is subject to regulatory, environmental, political, legal
    and economic risks, which could adversely affect our cash flows,
    results of operations and financial condition.
  rights-of-way rights-of-way rights-of-way rights-of-way. rights-of-way
  If we
    do not make acquisitions on economically acceptable terms, our
    future growth will be limited.
      
    mistaken assumptions about volumes, revenues and costs,
    including synergies; 19




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##### Table of Contents




    an inability to integrate successfully the businesses we acquire;
    the assumption of unknown liabilities;
    limitations on rights to indemnity from the seller;
    mistaken assumptions about the overall costs of equity or debt;
    the diversion of managements and employees attention
    from other business concerns;
    unforeseen difficulties operating in new product areas or new
    geographic areas; and
    customer or key employee losses at the acquired businesses.    We
    depend on our Cowtown Plant and our Cowtown Pipeline for all of
    our revenues, and if the utilization of these assets were
    reduced significantly, there would be a material adverse effect
    on our revenues, earnings, cash flows and ability to make
    distributions to our unitholders.
    
    operational problems, labor difficulties or environmental
    proceedings or other litigation that compel cessation of all or
    a portion of the operations at our Cowtown Plant;
    catastrophic events at our facilities;
    an inability to obtain sufficient quantities of natural gas for
    the Cowtown Plant; or
    reductions in exploration or production activity by producers in
    the areas in which we operate.     20




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##### Table of Contents



If
    third-party pipelines and other facilities interconnected to our
    natural gas and NGL pipelines and facilities become unavailable
    to transport natural gas and NGLs, our revenues and cash
    available for distribution could be adversely
    affected.
    A
    change in the jurisdictional characterization of some of our
    assets by federal, state or local regulatory agencies or a
    change in policy by those agencies may result in increased
    regulation of our assets, which may cause our revenues to
    decline and operating expenses to increase.
      We are
    subject to environmental laws and regulations that may expose us
    to significant costs and liabilities.
   21




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##### Table of Contents



We may
    incur significant costs and liabilities as a result of pipeline
    integrity management program testing and any related pipeline
    repair, or preventative or remedial measures.
    
    perform ongoing assessments of pipeline integrity;
    identify and characterize applicable threats to pipeline
    segments that could impact a high consequence area;
    improve data collection, integration and analysis;
    repair and remediate the pipeline as necessary; and
    implement preventive and mitigating actions.    We
    will be required to deduct estimated maintenance capital
    expenditures from operating surplus, which may result in less
    cash available for distribution to unitholders than if actual
    maintenance capital expenditures were deducted.
   22




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##### Table of Contents



We
    will be required to make substantial capital expenditures to
    increase our asset base. If we are unable to obtain needed
    capital or financing on satisfactory terms, our ability to make
    cash distributions may be diminished or our financial leverage
    could increase.
    We do
    not own all of the land on which our pipelines and facilities
    are located, which could disrupt our operations.
  and/or right-of-way
  Our
    business involves many hazards and operational risks, some of
    which may not be fully covered by insurance. The occurrence of a
    significant accident or other event that is not fully insured
    could curtail our operations and have a material adverse effect
    on our cash flows and, accordingly, the market price for our
    common units.
    
    damage to pipelines and plants, related equipment and
    surrounding properties caused by hurricanes, tornadoes, floods,
    fires and other natural disasters and acts of terrorism;
    inadvertent damage from construction, farm and utility equipment;
    leaks of natural gas, NGLs and other hydrocarbons or losses of
    natural gas or NGLs as a result of the malfunction of equipment
    or facilities;
    fires and explosions; and
    other hazards that could also result in personal injury and loss
    of life, pollution and suspension of operations.  and/or
 23




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##### Table of Contents



Our
    debt levels may limit our flexibility in obtaining additional
    financing and in pursuing other business
    opportunities.
    
    our ability to obtain additional financing, if necessary, for
    working capital, capital expenditures, acquisitions or other
    purposes may be impaired or such financing may not be available
    on favorable terms;
    we will need a portion of our cash flow to make interest
    payments on our debt, reducing the funds that would otherwise be
    available for operations, future business opportunities and
    distributions to unitholders;
    our debt level will make us more vulnerable to competitive
    pressures or a downturn in our business or the economy in
    general; and
    our debt level may limit our flexibility in responding to
    changing business and economic conditions.    Restrictions
    in our revolving credit facility will limit our ability to make
    distributions to you and may limit our ability to capitalize on
    acquisitions and other business opportunities.
   24




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##### Table of Contents



Due to
    our lack of industry and geographic diversification, adverse
    developments in our midstream business or operating area would
    reduce our ability to make distributions to our
    unitholders.
    We are
    exposed to the credit risks of Quicksilver, and any material
    nonpayment by Quicksilver could reduce our ability to make
    distributions to our unitholders.
    The
    loss of key personnel could adversely affect our ability to
    operate.
   Risks
    Inherent in an Investment in Us  Quicksilver,
    through its affiliates, will own a 73.2% limited partner
    interest in us and will control our general partner, which has
    sole responsibility for conducting our business and managing our
    operations. Our general partner has conflicts of interest, which
    may permit it to favor its own interests to your
    detriment.
    
    neither our partnership agreement nor any other agreement
    requires Quicksilver to pursue a business strategy that favors
    us; 25




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##### Table of Contents




    our general partner is allowed to take into account the
    interests of parties other than us in resolving conflicts of
    interest;
    except as provided in the omnibus agreement, Quicksilver and its
    affiliates are not limited in their ability to compete with us;
    our general partner has limited its liability and reduced its
    fiduciary duties to us and our unitholders, and has also
    restricted the remedies available to our unitholders for actions
    that, without the limitations, might constitute breaches of
    fiduciary duty;
    our general partner determines the amount and timing of asset
    purchases and sales, borrowings, issuance of additional
    partnership securities and reserves, each of which can affect
    the amount of cash that is distributed to unitholders;
    our general partner determines the amount and timing of any
    capital expenditures and whether a capital expenditure is a
    maintenance capital expenditure, which reduces operating
    surplus, or an expansion capital expenditure, which does not
    reduce operating surplus. This determination can affect the
    amount of cash that is distributed to our unitholders and the
    ability of the subordinated units to convert to common units;
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    our partnership agreement does not restrict our general partner
    from causing us to pay it or its affiliates for any services
    rendered to us or entering into additional contractual
    arrangements with any of these entities on our behalf;
    our general partner intends to limit its liability regarding our
    contractual and other obligations and, in some circumstances, is
    entitled to be indemnified by us;
    our general partner may exercise its limited right to call and
    purchase common units if it and its affiliates own more than 80%
    of the common units;
    our general partner controls the enforcement of obligations owed
    to us by our general partner and its affiliates; and
    our general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.    Except
    as provided in the omnibus agreement, Quicksilver and its
    affiliates are not limited in their ability to compete with us,
    which could cause conflicts of interest and limit our ability to
    acquire additional assets or businesses which in turn could
    adversely affect results of our operations and cash available
    for distribution to our unitholders.
    Cost
    reimbursements due to our general partner and its affiliates for
    services provided, which will be determined by our general
    partner, will be substantial and will reduce our cash available
    for distribution to you.
   26




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##### Table of Contents



Our
    partnership agreement requires that we distribute all of our
    available cash, which could limit our ability to grow and make
    acquisitions.
 
   
    Our
    partnership agreement limits our general partners
    fiduciary duties to holders of our common units and subordinated
    units.
    
    its limited call right;
    its voting rights with respect to the units it owns;
    its registration rights; and
    its determination whether to consent to any merger or
    consolidation of the partnership or amendment to the partnership
    agreement.   27




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##### Table of Contents



Our
    partnership agreement restricts the remedies available to
    holders of our common units and subordinated units for actions
    taken by our general partner that might otherwise constitute
    breaches of fiduciary duty.
    
    provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, and our
    partnership agreement specifies that the satisfaction of this
    standard requires that our general partner must believe that the
    decision was in the best interests of our partnership;
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or must be fair and
    reasonable to us, as determined by our general partner in
    good faith and that, in determining whether a transaction or
    resolution is fair and reasonable, our general
    partner may consider the totality of the relationships between
    the parties involved, including other transactions that may be
    particularly advantageous or beneficial to us;
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us, our limited
    partners or assignees for any acts or omissions unless there has
    been a final and non-appealable judgment entered by a court of
    competent jurisdiction determining that the general partner or
    those other persons acted in bad faith or engaged in fraud or
    willful misconduct or, in the case of a criminal matter, acted
    with knowledge that the conduct was criminal; and
    provides that our general partner will not be in breach of its
    obligations under the partnership agreement or its fiduciary
    duties to us or our unitholders if the resolution of a conflict
    is:  
    approved by the conflicts committee of our general partner,
    although our general partner is not obligated to seek such
    approval;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships among the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.   28




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##### Table of Contents



Our
    general partner may elect to cause us to issue Class B
    units and general partner units to it in connection with a
    resetting of the target distribution levels related to our
    general partners incentive distribution rights without the
    approval of the conflicts committee of our general partner or
    holders of our common units. This could result in lower
    distributions to holders of our common units.
      Increases
    in interest rates, which have recently experienced record lows,
    could adversely impact our unit price and our ability to issue
    additional equity, to incur debt to make acquisitions or for
    other purposes or to make cash distributions at our intended
    levels.
  50-year
  Holders
    of our common units have limited voting rights and are not
    entitled to elect our general partner or its
    directors.
   29




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##### Table of Contents



Even
    if unitholders are dissatisfied, they cannot initially remove
    our general partner without its consent.
  2 3
  Our
    partnership agreement restricts the voting rights of unitholders
    owning 20% or more of our common units.
    Control
    of our general partner may be transferred to a third party
    without unitholder consent.
   
  You
    will experience immediate and substantial dilution of $16.15 in
    tangible net book value per common unit.
 
 
   
 30




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##### Table of Contents



We may
    issue additional units without your approval, which would dilute
    your existing ownership interests.
    
    our unitholders proportionate ownership interest in us
    will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    because a lower percentage of total outstanding units will be
    subordinated units, the risk that a shortfall in the payment of
    the minimum quarterly distribution will be borne by our common
    unitholders will increase;
    the ratio of taxable income to distributions may increase;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline.  Affiliates
    of our general partner and Quicksilver may sell common units in
    the public markets, which sales could have an adverse impact on
    the trading price of the common units.
 
   
  Our
    general partner has a limited call right that may require you to
    sell your units at an undesirable time or price.
    Your
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
   31




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##### Table of Contents




    a court or government agency determined that we were conducting
    business in a state but had not complied with that particular
    states partnership statute; or
    your right to act with other unitholders to remove or replace
    the general partner, to approve some amendments to our
    partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business.    Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
  There
    is no existing market for our common units, and a trading market
    that will provide you with adequate liquidity may not develop.
    The price of our common units may fluctuate significantly, and
    you could lose all or part of your investment.
 
   
    
    our quarterly distributions;
    our quarterly or annual earnings or those of other companies in
    our industry;
    events affecting Quicksilver;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic conditions;
    the failure of securities analysts to cover our common units
    after this offering or changes in financial estimates by
    analysts; 32




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##### Table of Contents




    future sales of our common units; and
    other factors described in these Risk Factors.  If our
    general partner fails to develop or maintain an effective system
    of internal controls, we may not be able to report our financial
    results accurately or prevent fraud.
    We
    will incur increased costs as a result of being a
    publicly-traded partnership.
   Tax Risks
    to Common Unitholders    The
    tax efficiency of our partnership structure depends on our
    status as a partnership for federal income tax purposes, as well
    as our not being subject to a material amount of entity-level
    taxation by individual states. If the Internal Revenue Service
    treats us as a corporation or we become subject to a material
    amount of entity-level taxation for state tax purposes, it would
    substantially reduce the amount of cash available for
    distribution to our unitholders.
   33




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##### Table of Contents



An IRS
    contest of the federal income tax positions we take may
    adversely affect the market for our common units, and the cost
    of any IRS contest will reduce our cash available for
    distribution to our unitholders.
    You
    may be required to pay taxes on your share of income from us
    even if you do not receive any cash distributions from
    us.
    Tax
    gain or loss on disposition of common units could be more or
    less than expected.
   34




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##### Table of Contents



Tax-exempt
    entities and foreign persons face unique tax issues from owning
    common units that may result in adverse tax consequences to
    them.
  non-U.S. persons non-U.S. persons non-U.S. persons
  We
    will treat each purchaser of our common units as having the same
    tax benefits without regard to the actual common units
    purchased. The IRS may challenge this treatment, which could
    adversely affect the value of the common units.
    Unitholders
    may be subject to state and local taxes and return filing
    requirements in states where you do not live as a result of
    investing in our common units.
    The
    sale or exchange of 50% or more of our capital and profits
    interests will result in the termination of our partnership for
    federal income tax purposes.
  12-month
  We
    have adopted certain methodologies that may result in a shift of
    income, gain, loss and deduction between the general partner and
    the unitholders. The Internal Revenue Service may challenge this
    treatment, which could adversely affect the value of our common
    units.
   35




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##### Table of Contents



36




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##### Table of Contents



USE OF
    PROCEEDS    
 Sources of Funds




Uses of Funds($ in millions)




($ in millions)Sale of 5,000,000 common units(1)

$
93.0


Distribution to Quicksilver(4)

$
162.1Cash on hand(2)


29.5


Distribution to the Private
    Investors(4)


7.7Borrowings under our revolving
    credit facility(3)


0.3


Pay expenses associated with the
    offering, our revolving credit facility and theFormation Transactions


3.0Subordinated note payable to
    Quicksilver(3)


50.0Total

$
172.8


Total

$
172.8  
   
  (1)
    
    We estimate that we will receive net proceeds of approximately
    $93.0 million from the sale of the 5,000,000 common units
    offered by this prospectus, assuming an initial public offering
    price of $20.00 per common unit (the mid-point of the price
    range to be set forth on the cover of this prospectus) and after
    deducting underwriting discounts and commissions and structuring
    fees of $7.0 million. 
 
  (2)
    
    On June 5, 2007, we sold several of our pipeline and
    gathering assets to Quicksilver. These assets consist of
    gathering lines that are part of the Cowtown Pipeline, the Lake
    Arlington Dry System and the Hill County Dry System. The assets
    are either constructed and in service or partially constructed.
    The selling price for these assets was approximately
    $29.5 million, which represents our historical cost. The
    assets have been conveyed to Quicksilver through a written
    assignment. 
 
  (3)
    
    To be issued immediately prior to the closing of this offering.
    For a description of our revolving credit facility and our
    $50.0 million subordinated note payable to Quicksilver, see
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources. 
 
  (4)
    
    Includes $119.8 million in cash and the $50.0 million
    subordinated note payable to Quicksilver as a return of
    investment capital contributed and reimbursement for capital
    expenditures advanced by Quicksilver and the Private Investors
    prior to this offering. If the initial public offering price
    exceeds the mid-point of the price range on the front cover of
    this prospectus, we will utilize the excess net proceeds for
    general partnership purposes, which may include the repayment of
    indebtedness under our revolving credit facility. If the initial
    public offering price is less than the mid-point of the price
    range, we will increase the amount outstanding under our
    revolving credit facility in an amount equal to the reduction in
    net proceeds. 
   37




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##### Table of Contents



CAPITALIZATION    
    the capitalization of our predecessors, the Cowtown Entities, as
    of March 31, 2007; and
    our pro forma capitalization as of March 31, 2007, as
    adjusted to reflect this offering, the other transactions
    described under Summary  Formation Transactions
    and Partnership Structure  General, the
    application of the net proceeds from this offering and
    borrowings under our revolving credit facility as described
    under Use of Proceeds and the adjustments described
    in Note 2 to our unaudited pro forma combined financial
    statements beginning on
    page F-6. 
   
  
 As of March 31, 2007Pro FormaHistorical


as adjusted($ in millions)Borrowings under revolving credit
    facility(1)

$



$
0.3Subordinated note payable to
    Quicksilver(2)






50.0Repurchase obligation(3)






29.5Redeemable partners capital


7.7



Net parent equity


141.3



Partners capital(4):Common unitholders 
    Public (5,816,873 units issued and outstanding)






90.5Common unitholders 
    Quicksilver (5,696,752 units issued and outstanding)






Subordinated
    unitholders  Quicksilver (11,513,625 units
    issued and outstanding)






General partner interest
    (469,944 units issued and outstanding)






Total partners capital/net
    parent investment

$
149.0


$
90.5Total capitalization

$
149.0


$
170.3  
   
  (1)
    
    We expect to have approximately $40.0 million of available
    capacity under our revolving credit facility immediately
    following the closing of this offering. We plan to borrow
    approximately $0.3 million under this facility upon closing
    this offering. 
 
  (2)
    
    The $50.0 million subordinated note payable to Quicksilver
    will be subordinated to the revolving credit facility. The
    subordination provisions governing the note payable to
    Quicksilver will require us to meet a consolidated leverage
    ratio prior to the payment of principal to Quicksilver under the
    subordinated note. 
 
  (3)
    
    On June 5, 2007, we sold several pipeline and gathering
    assets to Quicksilver. These assets consist of gathering lines
    that are part of the Cowtown Pipeline, the Lake Arlington Dry
    System and the Hill County Dry System. The assets are either
    constructed and in service or partially constructed. The selling
    price for these assets was approximately $29.5 million,
    which represents our historical cost. 
  We have the option to purchase the assets that are part of the
    Cowtown Pipeline from Quicksilver at historical cost within two
    years after those assets commence commercial service. These
    assets comprise $22.9 million of the total selling price.
    We estimate Quicksilvers additional construction costs to
    complete these pipelines will total approximately
    $16.3 million. 38




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##### Table of Contents



We are obligated to purchase the Lake Arlington Dry System and
    the Hill County Dry System from Quicksilver at fair market value
    within two years after those assets commence commercial service.
    The Lake Arlington Dry System and the Hill County Dry System
    assets comprise $3.0 million and $3.6 million of the
    total selling price, respectively. We estimate
    Quicksilvers additional construction costs to complete the
    Lake Arlington Dry System and the Hill County Dry System will
    total approximately $32.3 million and $6.1 million,
    respectively. We cannot presently quantify what the fair market
    value will be or predict the deadline for completing this
    purchase.For more information on the accounting treatment of the
    repurchase obligation, please see Note 2 to our unaudited
    pro forma combined financial statements beginning on
    page F-6. 
  (4)
    
    Assumes a public offering price of our common units of
    $20.00 per unit and reflects partners capital of
    common unitholders from the net proceeds of this offering of
    approximately $90.5 million, including approximately
    $9.5 million of underwriters discounts, commissions,
    fees and other offering expenses payable by us and the
    application of the proceeds as described in Use of
    Proceeds. A $1.00 increase (decrease) in the assumed
    public offering price per common unit would increase (decrease)
    the net proceeds by $4.7 million, and would result in a
    corresponding increase (decrease) in net proceeds, and therefore
    increase (decrease) our total partners capital by $4.7,
    assuming the number of common units offered by us, as set forth
    on the cover page of this prospectus, remains the same. The pro
    forma information discussed above is illustrative only and
    following completion of this offering will be adjusted based on
    the actual public offering price and other terms of this
    offering determined at pricing. A 250,000 unit increase in
    the number of common units issued to the public would result in
    a $4.7 million increase in the public common
    unitholders partners capital and a $4.7 million
    decrease in Quicksilvers partners capital. 
 39




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##### Table of Contents



DILUTION   
  
 Assumed initial public offering
    price per common unit





$
20.00Net tangible book value per common
    unit before the offering(1)(4)

$
9.18Decrease in net tangible book
    value per common unit attributable to purchasers in the offering


(5.33
)Less: Pro forma net tangible book
    value per common unit after the offering(2)






3.85Immediate dilution in tangible net
    book value per common unit to new investors(3)(4)





$
16.15  
   
  (1)
    
    Determined by dividing the number of units and general partner
    units (6,513,625 common units, 11,513,625 subordinated units and
    469,944 general partner units) to be issued to Quicksilver and
    the Private Investors for their contribution of assets and
    liabilities to Quicksilver Gas Services LP into the net tangible
    book value of the contributed assets and liabilities. 
 
 (2)
    
    Determined by dividing the total number of units and general
    partner units to be outstanding after the offering (11,513,625
    common units, 11,513,625 subordinated units and 469,944 general
    partner units) and the application of the related net proceeds
    into our pro forma net tangible book value, after giving effect
    to the application of the expected net proceeds of the offering. 
 
 (3)
    
    If the initial public offering price were to increase or
    decrease by $1.00 per common unit, then dilution in net
    tangible book value per common unit would equal $16.95 and
    $15.35, respectively. 
 
 (4)
    
    Assumes no exercise of the underwriters over-allotment
    option in this offering. After giving effect to the full
    exercise by the underwriters of their option to purchase an
    additional 750,000 common units in this offering, the net
    tangible book value per common unit before the offering would be
    $9.18, and the pro forma net tangible book value per common unit
    after the offering would be $4.30, resulting in an immediate
    dilution to new investors of $15.70 per common unit. 
    
 Units Acquired


Total ConsiderationNumber


Percent


Amount


Percent($ in thousands)General partner and affiliates and
    the Private Investors(1)(2)


18,497,194



78.7
%

$
0



0.0
%New investors


5,000,000



21.3
%


100,000



100.0
%Total


23,497,194



100.0
%

$
100,000



100.0
%  
 40




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##### Table of Contents



(1)
    
    The units acquired by our general partner and its affiliates and
    the Private Investors consist of 6,513,625 common units,
    11,513,625 subordinated units and 469,944 general partner units. 
 
  (2)
    
    The assets contributed by our general partner and its affiliates
    were recorded at historical cost in accordance with GAAP. Book
    value of the consideration provided by our general partner and
    its affiliates, as of March 31, 2007, after giving effect
    to the application of the net proceeds of this offering, is as
    follows: 
  
 ($ in millions)Net parent investment

$
162.1Less: Payment to affiliates of our
    general partner from the net proceeds of the offering,
    borrowings under the revolving credit facility and subordinated
    note payable to Quicksilver


(162.1
)Total consideration


0.0  
 41




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##### Table of Contents



OUR CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS  You should read the following discussion of our cash
    distribution policy in conjunction with specific assumptions
    included in this section. For more detailed information
    regarding the factors and assumptions upon which our cash
    distribution policy is based, please read Assumptions and
    Considerations below. In addition, you should read
    Forward-Looking Statements and Risk
    Factors for information regarding statements that do not
    relate strictly to historical or current facts and certain risks
    inherent in our business.
  For additional information regarding our historical and pro
    forma operating results, you should refer to our historical
    financial statements for the period January 21, 2004 (date
    of inception) to December 31, 2004, each of the two years
    in the period ended December 31, 2006 and the three months
    ended March 31, 2007, included elsewhere in this
    prospectus.
 General  Rationale for Our Cash Distribution
    Policy.
  Available Cash.
  
    lessthe amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter resulting from working capital
    borrowings made subsequent to the end of such quarter.      Limitations on Cash Distributions and Our Ability to Change
    Our Cash Distribution Policy.
  
    We expect that our distribution policy will be subject to
    restrictions on distributions under our revolving credit
    facility. Specifically, we expect that the agreement related to
    our revolving credit facility will require us to maintain, as of
    the last day of each fiscal quarter, a ratio of our Consolidated
    EBITDA (as defined in our credit agreement) to our net interest
    expense, each measured for the preceding quarter, of not less
    than 2.5 to 1.0; and a ratio of Consolidated Total Funded Debt
    (as defined in our credit agreement) to Consolidated EBITDA of
    not more than 5.25 to 1.0 for quarters ending on or before
    September 30, 2007, 5.00 to 1.0 for quarters ending on or
    before March 31, 2008, 4.75 to 1.0 for quarters ending on
    or before September 30, 2008 and 4.50 to 1.0 for quarters
    ending December 31, 42




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##### Table of Contents



2008 and thereafter. In addition, a default that results in, or
    could result in, acceleration of any of our indebtedness in
    excess of $5.0 million will constitute an event of default
    under our credit agreement that would prohibit us from making
    distributions. Should we be unable to satisfy these restrictions
    under our revolving credit facility, or if we are otherwise in
    default under our revolving credit facility, we would be
    prohibited from making cash distributions to you notwithstanding
    our stated cash distribution policy. The calculation of the
    financial ratios related to our revolving credit facility does
    not include the balance of the subordinated note payable to
    Quicksilver or the related interest expense if paid in kind.
    Although the agreement governing our revolving credit facility
    contemplates up to $150 million in aggregate borrowings, it
    also requires us to maintain certain financial ratios that will
    initially limit our aggregate borrowing capacity. We expect that
    upon completion of this offering the total amount that we may
    borrow under this facility, while complying with these financial
    ratio covenants, will be approximately $40 million. We plan
    to borrow approximately $0.3 million under this facility at
    the closing of this offering and we expect our borrowing
    capacity to increase over time as we grow our operations and
    cash flow and consequently improve our ratio of total debt to
    EBITDA. 
  
    Our general partner will have the authority to establish
    reserves for the prudent conduct of our business and for future
    cash distributions to our unitholders, and the establishment of
    those reserves could result in a reduction in cash distributions
    to you from levels we currently anticipate pursuant to our
    stated distribution policy.
    Even if our cash distribution policy is not modified or revoked,
    the amount of distributions we pay under our cash distribution
    policy and the decision to make any distribution is determined
    by our general partner, taking into consideration the terms of
    our partnership agreement.
    Under
    Section 17-607
    of the Delaware Revised Uniform Limited Partnership Act, we may
    not make a distribution to you if the distribution would cause
    our liabilities to exceed the fair value of our assets.
    We may lack sufficient cash to pay distributions to our
    unitholders due to increases in our general and administrative
    expense, principal and interest payments on our outstanding
    debt, tax expenses, working capital requirements and anticipated
    cash needs.  Our Ability to Grow is Dependent on Our Ability to Access
    External Expansion Capital.
 Our
    Initial Distribution Rate   
 43




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##### Table of Contents



No Exercise of the Underwriters


Full Exercise of the UnderwritersOption to Purchase Additional Units


Option to Purchase Additional UnitsNumber of


Distributions


Number of


DistributionsUnits


One Quarter


Annualized


Units


One Quarter


AnnualizedPublicly held common units


5,000,000


$
1,500,000


$
6,000,000



5,750,000


$
1,725,000


$
6,900,000Common units held by Private
    Investors


816,873



245,062



980,248



816,873



245,062



980,248Common units held by Quicksilver


5,696,752



1,709,026



6,836,102



5,696,752



1,709,026



6,836,102Subordinated units held by
    Quicksilver


11,513,625



3,454,088



13,816,350



11,513,625



3,454,088



13,816,350General partner units held by our
    general partner


469,944



140,983



563,933



485,250



145,575



582,300Total


23,497,194


$
7,049,159


$
28,196,633



24,262,500


$
7,278,751


$
29,115,000  
 
   
     44




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##### Table of Contents




    Unaudited Pro Forma Available Cash, in which we
    present the amount of cash we would have had available for
    distribution for our fiscal year ended December 31, 2006
    and for the twelve months ended March 31, 2007, are derived
    from our unaudited pro forma financial statements that are
    included in this prospectus beginning on
    page F-2.
    The unaudited pro forma financial statements are based on our
    unaudited historical financial statements for the three months
    ended March 31, 2007, as adjusted to give pro forma effect
    to:  
    the transactions to be completed as of the closing of this
    offering; and
    the application of the net proceeds of this offering and
    borrowings under our revolving credit facility as described
    under Use of Proceeds.  
    Statement of Forecasted Results of Operations for the
    Twelve Months Ending June 30, 2008, in which we
    present our financial forecast of our results of operations and
    the minimum estimated EBITDA necessary for us to pay
    distributions at the initial distribution rate on all units for
    the twelve months ending June 30, 2008, and the significant
    assumptions upon which the forecast is based; and
    Estimated Cash Available for Distribution for the Twelve
    Months Ending June 30, 2008, in which we present our
    estimate of the minimum amount of EBITDA necessary for us to pay
    distributions at the initial distribution rate on all units for
    the twelve months ending June 30, 2008. Unaudited
    Pro Forma Available Cash for Year Ended December 31, 2006
    and the Twelve Months Ended March 31, 2007   
 45




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##### Table of Contents



Schedule K-1
 
   46




---



##### Table of Contents



Quicksilver
    Gas Services LP
  Unaudited
    Pro Forma Available Cash
  
 Twelve MonthsYear Ended


Ended March 31,December 31, 2006


2007($ in millions, except per unit data)Net
    income(1)

$
2.4


$
2.3Interest expense(2)






Depreciation and amortization(2)


3.0



3.9Income taxes(2)


0.1



0.2EBITDA(3)


5.5



6.4Incremental cash general and
    administrative expense of being a public company(4)


(2.9
)


(2.5
)Pro Forma EBITDA


2.6



3.9Pro forma cash interest expense on
    subordinated note to Quicksilver(5)


(4.4
)


(4.4
)Pro forma cash interest expense on
    revolving credit facility(6)






Capital expenditures(7)


(77.5
)


(82.5
)Long-term deposit(8)


(0.8
)


(0.8
)Pro Forma Cash
    Shortfall(9)

$
(80.1
)

$
(83.8
)Pro Forma Cash
    Distributions:Distributions per unit (24,262,500
    units issued and outstanding)(10)

$
1.20


$
1.20Distributions to public common
    unitholders (5,750,000 units issued and outstanding)(10)


6.9



6.9Distributions to Quicksilver
    (17,695,627 units issued and outstanding)(10)


21.2



21.2Distributions to the Private
    Investors (816,873 units issued and outstanding)(10)


1.0



1.0Total distributions

$
29.1


$
29.1Excess (shortfall)

$
(109.2
)

$
(112.9
)Interest coverage
    ratio(11)


0.59
x


0.89
xLeverage
    ratio(11)


19.35
x


12.90
x  
    (1)
    
    Reflects actual net income of Quicksilver Gas Services
    Predecessor derived from its financial statements for the year
    ended December 31, 2006 or the twelve months ended
    March 31, 2007 without giving pro forma effect to the
    offering and the related transactions.(2)
    
    Reflects adjustments to reconcile net income to EBITDA.(3)
    
    We define EBITDA as net income plus net interest expense,
    provision for taxes on our income and depreciation and
    amortization expense. EBITDA is used as a supplemental financial
    measure by our management and by external users of our financial
    statements such as investors, commercial banks, research
    analysts and others, to assess the ability of our assets to
    generate cash sufficient to pay interest costs, support our
    indebtedness, make cash distributions to our unitholders and
    general partner and fund 47




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##### Table of Contents



maintenance capital expenditures. EBITDA is also a financial
    measurement that we expect will be reported to our lenders and
    used as a gauge for compliance with some of our anticipated
    financial covenants under our revolving credit facility. Our
    EBITDA may not be comparable to a similarly titled measure of
    another company because other entities may not calculate EBITDA
    in the same manner.EBITDA is also used as a supplemental performance measure by our
    management and by external users of our financial statements
    such as investors, commercial banks, research analysts and
    others, to assess:    the financial performance of our assets
    without regard to financing methods, capital structure or
    historical cost basis; our operating performance as compared to
    other companies in the midstream energy industry, without regard
    to financing methods, capital structure or historical cost
    basis; and the viability of acquisitions and
    capital expenditure projects and the overall rates of return on
    alternative investment opportunities.The GAAP measures most directly comparable to EBITDA are net
    cash provided by operating activities and net income. Our
    non-GAAP financial measure of EBITDA should not be considered as
    an alternative to GAAP net cash provided by operating activities
    and GAAP net income. EBITDA is not a presentation made in
    accordance with GAAP and has important limitations as an
    analytical tool. You should not consider EBITDA in isolation or
    as a substitute for analysis of our results as reported under
    GAAP. Because EBITDA excludes some, but not all, items that
    affect net income and net cash provided by operating activities
    and is defined differently by different companies in our
    industry, our definition of EBITDA may not be comparable to
    similarly titled measures of other companies.Management compensates for the limitations of EBITDA as an
    analytical tool by reviewing the comparable GAAP measures,
    understanding the differences between the measures and
    incorporating these learnings into managements
    decision-making processes.(4)
    
    Reflects an adjustment to our EBITDA for an estimated
    incremental cash expense associated with being a publicly traded
    limited partnership, including costs associated with annual and
    quarterly reports to unitholders, tax return and
    Schedule K-1
    preparation and distribution, independent auditor fees, investor
    relations activities, registrar and transfer agent fees,
    incremental director and officer liability insurance costs and
    director compensation. We expect general and administrative
    expenses to total approximately $3.8 million per year. 
  (5)
    
    Reflects the borrowing of $50.0 million pursuant to a
    subordinated note payable to Quicksilver as of December 31,
    2006 and March 31, 2007 for reimbursement of capital
    expenditures and return of investment capital to Quicksilver and
    the Private Investors. It is assumed that $50.0 million is
    outstanding as of the beginning of the twelve month periods
    ended December 31, 2006 and March 31, 2007. The
    interest expense is calculated based on the committed interest
    rate of 8.85% for the twelve months ended December 31, 2006
    and March 31, 2007, which is the current LIBOR rate of
    5.35%, plus a margin of 3.5%. If the interest rate used to
    calculate this interest were 1% higher or lower, our annual cash
    interest cost would increase or decrease, respectively, by
    $500,000 for the twelve months ended December 31, 2006 and
    March 31, 2007, respectively. 
 
  (6)
    
    Reflects the borrowing of $0.3 million pursuant to the
    revolving credit facility as of December 31, 2006 and
    March 31, 2007. It is assumed that $0.3 million is
    outstanding as of the beginning of the twelve month periods
    ended December 31, 2006 and March 31, 2007 pursuant to
    the Formation Transactions. The interest expense is calculated
    based on the committed interest rate of 7.85% for the twelve
    months ended December 31, 2006 and March 31, 2007,
    which is the current LIBOR rate of 5.35%, plus a margin of 2.5%.
    If the interest rate used to calculate this interest were 1%
    higher or lower, our annual cash interest cost would increase or
    decrease, respectively, by $3,000 for the twelve months ended
    December 31, 2006 and March 31, 2007, respectively. 
 
  (7)
    
    For the year ended December 31, 2006 and for the twelve
    months ended March 31, 2007, our capital expenditures were
    $77.5 million and $82.5 million, respectively. The
    capital expenditures are assumed to 
 48




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have occurred evenly throughout the year. We have assumed that
    substantially all of our capital expenditures for the year ended
    December 31, 2006 and for the twelve months ended
    March 31, 2007, were expansion capital expenditures. 
 
  (8)
    
    Long-term deposits consist of deposits on construction projects. 
 
  (9)
    
    For purposes of this presentation, we have assumed that the
    general partner did not establish any cash reserves. 
 
  (10)
    
    The table below assumes full exercise of the underwriters
    option to purchase additional common units and sets forth the
    assumed number of outstanding common units, subordinated units
    and general partner units upon the closing of this offering and
    the estimated per unit and aggregate distribution amounts
    payable on our common units, subordinated units and general
    partner units for four quarters at our initial distribution rate
    of $0.3000 per common unit per quarter ($1.20 per
    common unit on an annualized basis). 
  
 Full Exercise of the UnderwritersOption to Purchase Additional UnitsNumber of


DistributionsUnits


One Quarter


AnnualizedPublicly held common units


5,750,000


$
1,725,000


$
6,900,000Common units held by Private
    Investors


816,873



245,062



980,248Common units held by Quicksilver


5,696,752



1,709,026



6,836,102Subordinated units held by
    Quicksilver


11,513,625



3,454,088



13,816,350General partner units held by our
    general partner


485,250



145,575



582,300Total


24,262,500


$
7,278,751


$
29,115,000  
 
  (11)
    
    In connection with this offering, we expect to enter into a
    revolving credit facility which will contain covenants limiting
    our ability to make distributions, incur indebtedness, grant
    liens, make acquisitions, investments or dispositions and engage
    in transactions with affiliates. Furthermore, we expect that the
    credit agreement related to our revolving credit facility will
    require us to maintain, as of the last day of each fiscal
    quarter, a ratio of our Consolidated EBITDA (as defined in our
    credit agreement) to our net interest expense, each measured for
    the preceding quarter, of not less than 2.5 to 1.0; and a ratio
    of Consolidated Total Funded Debt (as defined in our credit
    agreement) to Consolidated EBITDA of not more than 5.25 to 1.0
    for quarters ending on or before September 30, 2007, 5.00
    to 1.0 for quarters ending on or before March 31, 2008,
    4.75 to 1.0 for quarters ending on or before September 30,
    2008 and 4.50 to 1.0 for quarters ending December 31, 2008
    and thereafter. In addition, a default that results in, or could
    result in, acceleration of any of our indebtedness in excess of
    $5.0 million will constitute an event of default under our
    credit agreement that would prohibit us from making
    distributions. Any subsequent replacement of our credit facility
    or any new indebtedness could have similar or greater
    restrictions. Although the agreement governing our revolving
    credit facility contemplates up to $150 million in
    aggregate borrowings, it also requires us to maintain certain
    financial ratios that will initially limit our aggregate
    borrowing capacity. We expect that upon completion of this
    offering the total amount that we may borrow under this
    facility, while complying with these financial ratio covenants,
    will be approximately $40 million. We plan to borrow
    approximately $0.3 million under this facility at the
    closing of this offering. 
  Financial
    Forecast for the Twelve Months Ending June 30,
    2008   49




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50




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Quicksilver
    Gas Services LP
  Statement
    of Forecasted Results of
 Operations
    and Minimum Estimated EBITDA
  
 Twelve Months EndingJune 30, 2008($ in millions)Total operating
    revenues

$
56.0Costs and expenses:Operations and maintenance expense


11.6General and administrative expense


3.8Forecasted EBITDA

$
40.6Cash interest expense


(6.1
)Texas margin tax(a)


(0.2
)Estimated maintenance capital
    expenditures(b)


(2.5
)Expansion capital expenditures


(83.1
)Borrowings for expansion capital
    expenditures


83.1Cash available for
    distribution

$
31.8Total distributions to our
    unitholders and general partner at the initial distribution rate


29.1Excess of cash available for
    distributions over distributions at the initial distribution rate


2.7Calculation of minimum estimated
    EBITDA necessary to pay cash distributions at the initial
    distribution rate:Forecasted EBITDA


40.6Excess of cash available for
    distributions over distributions at the initial distribution rate


(2.7
)Minimum estimated EBITDA
    necessary to pay cash distributions at the initial distribution
    rate

$
37.9Interest coverage ratio(c)


6.7
xLeverage ratio(c)


1.7
x  
   (a)
    
    For more detail on the Texas margin tax, please see Note 7
    to the Combined Financial Statements beginning on
    page F-20.(b)
    
    We expect to incur a nominal level of actual maintenance capital
    expenditures for the twelve months ending June 30, 2008.
    Over the three-year period ending June 30, 2010, we
    estimate that our maintenance capital expenditures will average
    approximately $2.5 million. Due to the expected decline
    rate of the wells currently connected to our assets and those
    that we expect will be connected in the future, we expect that
    as our asset base grows the expenditures we will incur in the
    future to maintain our larger asset base will increase
    significantly above the level estimated herein.(c)
    
    In connection with this offering, we expect to enter into a
    $150 million revolving credit facility which we expect will
    contain covenants limiting our ability to make distributions,
    incur indebtedness, grant liens, and engage in transactions with
    affiliates. Furthermore, we expect that the credit agreement
    related to our credit facility will require us to maintain, as
    of the last day of each fiscal quarter, a ratio of our
    Consolidated EBITDA (as defined in our credit agreement) to our
    net interest expense, each measured for the preceding quarter,
    of not less than 2.5 to 1.0; and a ratio of Consolidated Total
    Funded Debt (as defined in our credit agreement) to Consolidated
    EBITDA of not more than 5.25 to 1.0 for quarters ending on or
    before September 30, 2007, 5.00 to 1.0 for quarters ending
    on or before March 31, 2008, 4.75 to 1.0 for quarters
    ending on or before September 30, 2008 and 4.50 to 1.0 for
    quarters ending December 31, 2008 and thereafter. In
    addition, a default that results in, or could result in,
    acceleration of any of our indebtedness in excess of
    $5.0 million will constitute an event of default under our
    credit agreement that would prohibit us from making
    distributions. Any subsequent replacement of our credit facility
    or any new indebtedness could have similar or greater
    restrictions.   51




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Assumptions
    and Considerations  General
    Considerations
  
    Revenues and operating expenses are net of transactions between
    the Cowtown Pipeline and the Cowtown Plant. 
  
    Realized throughput volume is the primary factor that will
    influence whether the amount of cash available for distribution
    for the twelve months ending June 30, 2008 is above or
    below our forecast. For example, if all other assumptions are
    held constant, a 5.0% decline in wellhead volumes below
    forecasted levels would result in an approximate
    $2.8 million decline in cash available for distribution. A
    decline in forecasted cash flows greater than $2.7 million
    would result in our generating less than the minimum cash
    required to pay distributions on the outstanding units at the
    initial distribution rate for the forecast period. 
  Total Operating Revenue.
 
  
    Gathering Volumes:  We will gather an average
    of 141 MMcf/d of natural gas for the twelve months ended
    June 30, 2008 compared to 37 MMcf/d for the year ended
    December 31, 2006 and 53 MMcf/d in the first quarter
    of 2007. We expect to gather an average of approximately
    75 MMcf/d during the second quarter of 2007. The additional
    increased volumes estimated for the twelve months ending
    June 30, 2008 represent the contribution of 66 MMcf/d
    from the 227 Quicksilver wells that we expect to connect to our
    system during this period. Based on existing contracts in place
    with third party producers, forecasted volumes from third party
    producers are assumed to remain level at 11 MMcf/d for the
    twelve months ending June 30, 2008. 
  
    Gathering Fees:  We will receive an average fee
    of $0.48/Mcf for the twelve months ended June 30, 2008 as
    compared to $0.42/Mcf for the year ended December 31, 2006.
    Processing Volumes:  We will process an average
    of 141 MMcf/d of natural gas for the twelve months ending
    June 30, 2008 compared to 37 MMcf/d for the year ended
    December 31, 2006 and 53 MMcf/d in the first quarter
    of 2007. The increased volumes estimated for the twelve months
    ending June 30, 2008 represent the contribution from
    Quicksilvers forecasted drilling program as well as
    volumes associated with existing contracts in place with third
    party producers, but excludes those volumes which do not require
    processing.
    Processing Fees:  We will receive an average
    fee of $0.59/Mcf for the twelve months ended June 30, 2008
    as compared to $0.48/Mcf for the year ended December 31,
    2006.
    Pipeline Operating Fee:  We will receive an
    aggregate fee of $900,000 for the twelve months ended
    June 30, 2008 from Quicksilver for operating the Lake
    Arlington Dry System and Hill County Dry System on
    Quicksilvers behalf.  Operating and Maintenance Expense.
  General and Administrative Expense.
 
   
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Texas Margin Tax.
  Capital Expenditures.
  
    Our capital expenditures were $77.5 million and
    $23.7 million for the year ended December 31, 2006 and
    for the three months ended March 31, 2007, respectively.
    For these same periods we did not distinguish between
    maintenance capital expenditures and expansion capital
    expenditures. 
  
    We estimate expansion capital expenditures for the second
    quarter of 2007 to be approximately $20.8 million. The
    capital expenditures will be funded through additional capital
    contributions from Quicksilver. 
  
    We estimate maintenance capital expenditures for the twelve
    months ending June 30, 2008 will be $2.5 million based
    on the average level projected for the three-year period ending
    June 30, 2010. These expenditures include well connect
    costs associated with maintaining volume throughput on our
    Cowtown Pipeline and our Cowtown Plant. 
  
    We estimate expansion capital expenditures for the twelve-month
    period ending June 30, 2008 will be $83.1 million.
    These expenditures will include approximately $34.4 million
    associated with the construction of a third processing unit
    which we expect will provide 125 MMcf/d of additional
    capacity, and that we expect will become operational in the
    fourth quarter of 2008, and an additional $17.1 million at
    the Cowtown Plant for upgrades to the 75 MMcf/d natural gas
    processing unit, payments associated with the completion of the
    125 MMcf/d natural gas processing unit, additional
    compression horsepower and other expansion projects.
    Additionally, we expect to spend $31.6 million associated
    with the expansion of the Cowtown Pipeline system. We expect to
    connect 227 Quicksilver wells to our system during this
    period. These costs are projects that we expect to yield
    sufficient rates of return to construct based on
    Quicksilvers current drilling program for the twelve-month
    period ending June 30, 2008. 
 53




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Budgeted

Budgeted

TotalPipeline

Plant

BudgetedWell

Capital

Capital

CapitalPeriod

Connects

Expenditures

Expenditures

Expenditures($ in millions, except well connect data)6 months ending June 30, 2007


60


$
25.0


$
19.5


$
44.56 months ending December 31,
    2007


129



14.5



30.9



45.46 months ending June 30, 2008


98



19.6



20.6



40.212 months ending June 30, 2008


227


$
34.1


$
51.5


$
85.66 months ending December 31,
    2008


91



18.2



20.6



38.824 months ending December 31,
    2008


378


$
77.3


$
91.6


$
168.9  
 
 
 
   
 
 
  Financing.
  
    We expect to finance all of our expansion capital expenditures
    under our revolving credit facility or through the use of funds
    received from the exercise of the underwriters option to
    purchase additional common units. 
  
    Our average debt level will be $83.4 million comprised of
    funds drawn on our revolving credit facility and the
    subordinated note payable to Quicksilver. 
 
  
    The borrowings under our revolving credit facility will bear an
    average annualized variable financing cost of 7.0% through
    June 30, 2008 including the commitment fee on the unused
    portion of the revolving credit facility. An increase or
    decrease of 1% in the annual interest rate will result in
    increased or decreased, respectively, annual interest expense of
    $0.3 million dollars. 
  
    We will remain in compliance with the financial and other
    covenants in our revolving credit facility.
    To the extent Quicksilver and the Private Investors are not
    reimbursed for all of their investment in us from the proceeds
    of this offering and the $50.0 million subordinated note
    payable to Quicksilver, the remaining balance will be reimbursed
    from borrowings under our revolving credit facility.  Regulatory, Industry and Economic Factors.
  
    There will not be any new federal, state or local regulation of
    portions of the energy industry in which we operate, or an
    interpretation of existing regulation, that will be materially
    adverse to our business. 54




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
    There will not be any major adverse change in the portions of
    the industry in which we operate or in general economic
    conditions.
    Market, insurance and overall economic conditions will not
    change substantially. Estimated
    Cash Available for Distribution for the Twelve Months Ending
    June 30, 2008   
   
   
 
   
     55




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Quicksilver
    Gas Services LP
  Estimated
    Cash Available for Distribution
 for the
    Twelve Months Ending June 30, 2008
  
 Twelve MonthsEndingJune 30, 2008($ in millions,except perunit data)Minimum estimated EBITDA
    necessary to pay cash distributions(a)

$
37.9Less:Cash interest expense


6.1Texas margin tax


0.2Estimated maintenance capital
    expenditures


2.5Expansion capital expenditures


83.1Add:Borrowings for expansion capital
    expenditures


83.1Minimum estimated cash
    available to pay distributions

$
29.1Forecasted Cash
    Distributions(b):Forecasted distributions to our
    public common unitholders (5,750,000 units issued and
    outstanding)

$
6.9Forecasted distributions to common
    units held by the Private Investors (816,873 units issued
    and outstanding)


1.0Forecasted distributions to common
    units held by Quicksilver (5,696,752 units issued and
    outstanding)


6.8Forecasted distributions to
    subordinated units held by Quicksilver (11,513,625 units
    issued and outstanding)


13.8Forecasted distributions to
    general partner units held by Quicksilver Gas Services GP LLC
    (485,250 units issued and outstanding)


0.6Total forecasted distributions to
    our unitholders and general partner

$
29.1Forecasted distribution per unit

$
1.20  
   
  (a)
    
    This amount represents the minimum estimated amount of EBITDA
    that we will need to generate for the twelve months ending
    June 30, 2008 in order to pay cash distributions to our
    unitholders and our general partner at our initial distribution
    rate of $0.3000 per unit per quarter (assuming full
    exercise by the underwriters of their over-allotment option in
    this offering). We expect that our EBITDA for this period will
    exceed this amount as reflected in our financial forecast found
    beginning on page 51. 
 
  (b)
    
    Represents the amount required to fund distributions to our
    unitholders and our general partner for four quarters based upon
    our initial distribution rate of $0.3000 per unit per
    quarter (assuming full exercise by the underwriters of their
    over-allotment option in this offering). If cash distributions
    to our unitholders exceed $0.3450 per common unit in any
    quarter, our general partner will receive increasing
    percentages, up to 50%, of the cash we distribute in excess of
    that amount. We refer to these distributions as incentive
    distributions. Please read Provisions of Our
    Partnership Agreement Relating to Cash Distributions. 
 56




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PROVISIONS
    OF OUR PARTNERSHIP
    AGREEMENT RELATING TO CASH DISTRIBUTIONS   Distributions
    of Available Cash  General.
  Definition of Available Cash.
  
    lessthe amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter resulting from working capital
    borrowings made subsequent to the end of such quarter.   
  Intent to Distribute the Minimum Quarterly
    Distribution.
 
 
  General Partner Interest and Incentive Distribution
    Rights.
 
 
   
 57




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Operating
    Surplus and Capital Surplus  General.
  Operating Surplus.
  
    $20.0 million (as described below); plus
    all of our cash receipts after the closing of this offering,
    excluding cash from the following:  
    borrowings that are not working capital borrowings and sales of
    debt securities,
    sales of equity securities,
    sales or other dispositions of assets outside the ordinary
    course of business,
    the termination of interest rate swap agreements or commodity
    hedge contracts prior to the termination date specified herein,
    capital contributions received, and
    corporate reorganizations or restructurings; plus  
    working capital borrowings made after the end of a quarter but
    before the date of determination of operating surplus for the
    quarter; plus
    cash distributions paid on equity issued to finance all or a
    portion of the construction, acquisition or improvement or
    replacement of a capital asset (such as equipment or facilities)
    during the period beginning on the date that we enter into a
    binding obligation to commence the construction, acquisition or
    improvement of a capital improvement or replacement of a capital
    asset and ending on the earlier to occur of the date the capital
    improvement or capital asset commences commercial service or the
    date that it is abandoned or disposed of; less
    our operating expenditures (as defined below) after the closing
    of this offering; less
    the amount of cash reserves established by our general partner
    to provide funds for future operating expenditures; less
    all working capital borrowings not repaid within twelve months
    after having been incurred.     58




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##### Table of Contents




    repayment of working capital borrowings deducted from operating
    surplus pursuant to the last bullet point of the definition of
    operating surplus above when such repayment actually occurs;
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;
    expansion capital expenditures;
    actual maintenance capital expenditures;
    investment capital expenditures;
    payment of transaction expenses relating to interim capital
    transactions;
    distributions to our partners (including distributions in
    respect of our Class B units and incentive distribution
    rights); or
    non-pro rata purchases of units of any class made with the
    proceeds of a substantially concurrent equity issuance.  Capital Surplus.
  
    borrowings other than working capital borrowings;
    sales of our equity and debt securities; and
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or as part of normal retirement
    or replacement of assets. Capital
    Expenditures     59




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
    it will reduce the risk that maintenance capital expenditures in
    any one quarter will be large enough to render operating surplus
    less than the initial quarterly distribution to be paid on all
    the units for the quarter and subsequent quarters;
    it will increase our ability to distribute as operating surplus
    cash we receive from non-operating sources; and
    it will be more difficult for us to raise our distribution above
    the minimum quarterly distribution and pay incentive
    distributions on the incentive distribution rights held by our
    general partner.       60




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##### Table of Contents



Characterization of Cash Distributions.
 Subordination
    Period  General.
 
  Subordination Period.
  
    quarterly distributions of available cash from operating surplus
    on each of the outstanding common units, subordinated units and
    general partner units equaled or exceeded the minimum quarterly
    distribution for each of the three consecutive, non-overlapping
    four whole quarter periods immediately preceding that date;
    the adjusted operating surplus (as defined below)
    generated during each of the three consecutive, non-overlapping
    four whole quarter periods immediately preceding that date
    equaled or exceeded the sum of the minimum quarterly
    distributions on all of the outstanding common and subordinated
    units and general partner units during those periods on a fully
    diluted basis during those periods; and
    there are no arrearages in payment of the minimum quarterly
    distribution on the common units.  Early Termination of Subordination Period.
 
  
    distributions of available cash from operating surplus on each
    of the outstanding common and subordinated units equaled or
    exceeded $0.4500 per quarter (150% of the minimum quarterly
    distribution) for the four whole quarter period immediately
    preceding the date; 
 
  
    the adjusted operating surplus (as defined below)
    generated during the four whole quarter period immediately
    preceding the date equaled or exceeded the sum of
    $0.4500 per quarter (150% of the minimum quarterly
    distribution) on each of the outstanding common units,
    subordinated units and general partner units on a fully-diluted
    basis; and 
  
    there are no arrearages in payment of the minimum quarterly
    distributions on the common units. 61




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Expiration of the Subordination Period.
  
    the subordination period will end and each subordinated unit
    will immediately convert into one common unit;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    the general partner will have the right to convert its general
    partner units and its incentive distribution rights into common
    units or to receive cash in exchange for those interests.    Adjusted Operating Surplus.
  
    operating surplus generated with respect to that period
    (excluding any amounts attributable to the item described in the
    first bullet point under  Operating Surplus and
    Capital Surplus  Operating Surplus above);
    less
    any net increase in working capital borrowings with respect to
    that period; less
    any net decrease in cash reserves for operating expenditures
    during that period not relating to an operating expenditure made
    with respect to that period; plus
    any net decrease in working capital borrowings with respect to
    that period; plus
    any net increase in cash reserves for operating expenditures
    during that period required by any debt instrument for the
    repayment of principal, interest or premium. Distributions
    of Available Cash from Operating Surplus during the
    Subordination Period    
    first, 98% to the common unitholders, pro rata, and 2% to
    the general partner, until we distribute for each outstanding
    common unit an amount equal to the minimum quarterly
    distribution for that quarter;
    second, 98% to the common unitholders, pro rata, and 2%
    to the general partner, until we distribute for each outstanding
    common unit an amount equal to any arrearages in payment of the
    minimum quarterly distribution on the common units for any prior
    quarters during the subordination period;
    third, 98% to the subordinated unitholders, pro rata, and
    2% to the general partner, until we distribute for each
    subordinated unit an amount equal to the minimum quarterly
    distribution for that quarter; and
    thereafter, in the manner described in General
    Partner Interest and Incentive Distribution Rights below.   62




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Distributions
    of Available Cash from Operating Surplus after the Subordination
    Period    
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until we distribute for each outstanding unit
    an amount equal to the minimum quarterly distribution for that
    quarter; and
    thereafter, in the manner described in General
    Partner Interest and Incentive Distribution Rights below.   General
    Partner Interest and Incentive Distribution Rights          
    we have distributed available cash from operating surplus to the
    common and subordinated unitholders in an amount equal to the
    minimum quarterly distribution; and
    we have distributed available cash from operating surplus on
    outstanding common units in an amount necessary to eliminate any
    cumulative arrearages in payment of the minimum quarterly
    distribution;   
  
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until each unitholder receives a total of
    $0.3450 per unit for that quarter (the first target
    distribution); 
 
  
    second, 85% to all unitholders, pro rata, and 15% to the
    general partner, until each unitholder receives a total of
    $0.3750 per unit for that quarter (the second target
    distribution); 
 
  
    third, 75% to all unitholders, pro rata, and 25% to the
    general partner, until each unitholder receives a total of
    $0.4500 per unit for that quarter (the third target
    distribution); and 
  
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner. General
    Partners Right to Reset Incentive Distribution
    Levels   63




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##### Table of Contents




    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until each unitholder receives an amount equal
    to 115% of the reset minimum quarterly distribution for that
    quarter;
    second, 85% to all unitholders, pro rata, and 15% to the
    general partner, until each unitholder receives an amount per
    unit equal to 125% of the reset minimum quarterly distribution
    for the quarter;
    third, 75% to all unitholders, pro rata, and 25% to the
    general partner, until each unitholder receives an amount per
    unit equal to 150% of the reset minimum quarterly distribution
    for the quarter; and
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner. 64




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##### Table of Contents



Marginal PercentageInterest in Distributions


Quarterly DistributionQuarterly Distribution per Unit




General


per Unit FollowingPrior to Reset

Unitholders


Partner


Hypothetical ResetMinimum Quarterly Distribution

$0.3000


98
%


2
%

$0.6000First Target Distribution

up to $0.3450


98
%


2
%

up to $0.6900(1)Second Target Distribution

above $0.3450 up to $0.3750


85
%


15
%

above $0.6900(1), up to $0.7500(2)Third Target Distribution

above $0.3750 up to $0.4500


75
%


25
%

above $0.7500(2), up to $0.9000(3)Thereafter

above $0.4500


50
%


50
%

above $0.9000(3)  
    (1)
    
    This amount is 115% of the
    hypothetical reset minimum quarterly distribution.(2)
    
    This amount is 125% of the
    hypothetical reset minimum quarterly distribution.(3)
    
    This amount is 150% of the
    hypothetical reset minimum quarterly distribution. 
   
  
 Common


General Partner Cash DistributionsQuarterly

Unitholders


Prior to ResetDistribution

Cash





2% General


Incentiveper Unit

Distributions


Class B


Partner


Distribution





TotalPrior to Reset

Prior to Reset


Units


Interest


Rights


Total


DistributionsMinimum Quarterly Distribution

$0.3000

$
6,908,175


$



$
140,983


$



$
140,983


$
7,049,158First Target Distribution

up to $0.3450


1,036,225







21,147







21,147



1,057,372Second Target Distribution

above $0.3450 up to
    $0.3750


690,818







16,254



105,654



121,908



812,726Third Target Distribution

above $0.3750 up to
    $0.4500


1,727,044







46,055



529,627



575,682



2,302,726Thereafter

above $0.4500


3,454,088







138,164



3,315,924



3,454,088



6,908,176$
13,816,350


$



$
362,603


$
3,951,205


$
4,313,808


$
18,130,158  
 65




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##### Table of Contents



Common


General Partner Cash DistributionsQuarterly

Unitholders


After ResetDistribution

Cash





2% General


Incentiveper Unit

Distributions


Class B


Partner


Distribution





TotalAfter Reset

After Reset


Units


Interest


Rights


Total


DistributionsMinimum Quarterly Distribution

$0.6000

$
13,816,350


$
3,951,205


$
362,603


$



$
4,313,808


$
18,130,158First Target Distribution

up to $0.6900






















Second Target Distribution

above $0.6900 up to
    $0.7500






















Third Target Distribution

above $0.7500 up to
    $0.9000






















Thereafter

above $0.9000

$
13,816,350


$
3,951,205


$
362,603


$



$
4,313,808


$
18,130,158  
   Percentage
    Allocations of Available Cash from Operating Surplus    
 Marginal PercentageTotal Quarterly

Interest in Distributions*Distribution per Unit




GeneralTarget Amount

Unitholders


PartnerMinimum Quarterly Distribution

$0.3000


98
%


2
%First Target Distribution

up to $0.3450


98
%


2
%Second Target Distribution

above $0.3450 up to
    $0.3750


85
%


15
%Third Target Distribution

above $0.3750 up to
    $0.4500


75
%


25
%Thereafter

above $0.4500


50
%


50
%  
 66




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##### Table of Contents



*
    
    Assuming there are no arrearages on common units and that our
    general partner maintains its 2% general partner interest and
    continues to own the incentive distribution rights. Distributions
    from Capital Surplus  How Distributions from Capital Surplus Will Be
    Made.
  
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until we distribute for each common unit that
    was issued in this offering, an amount of available cash from
    capital surplus equal to the initial public offering price;
    second, 98% to the common unitholders, pro rata, and 2%
    to the general partner, until we distribute for each common
    unit, an amount of available cash from capital surplus equal to
    any unpaid arrearages in payment of the minimum quarterly
    distribution on the common units; and
    thereafter, we will make all distributions of available
    cash from capital surplus as if they were from operating surplus.  Effect of a Distribution from Capital
    Surplus.
   Adjustment
    to the Minimum Quarterly Distribution and Target Distribution
    Levels    
    the minimum quarterly distribution;
    target distribution levels;
    the unrecovered initial unit price; and
    the number of common units into which a subordinated unit is
    convertible.  two-for-one
   67




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##### Table of Contents



Distributions
    of Cash Upon Liquidation  General.
    Manner of Adjustments for Gain.
  
    first, to the general partner and the holders of units
    who have negative balances in their capital accounts to the
    extent of and in proportion to those negative balances;
    second, 98% to the common unitholders, pro rata, and 2%
    to the general partner, until the capital account for each
    common unit is equal to the sum of: (1) the unrecovered
    initial unit price; (2) the amount of the minimum quarterly
    distribution for the quarter during which our liquidation
    occurs; and (3) any unpaid arrearages in payment of the
    minimum quarterly distribution;
    third, 98% to the subordinated unitholders, pro rata, and
    2% to the general partner until the capital account for each
    subordinated unit is equal to the sum of: (1) the
    unrecovered initial unit price; and (2) the amount of the
    minimum quarterly distribution for the quarter during which our
    liquidation occurs;
    fourth, 98% to all unitholders, pro rata, and 2% to the
    general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    first target distribution per unit over the minimum quarterly
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the minimum
    quarterly distribution per unit that we distributed 98% to the
    unitholders, pro rata, and 2% to the general partner, for each
    quarter of our existence;
    fifth, 85% to all unitholders, pro rata, and 15% to the
    general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    second target distribution per unit over the first target
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the first
    target distribution per unit that we distributed 85% to the
    unitholders, pro rata, and 15% to the general partner for each
    quarter of our existence; 68




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##### Table of Contents




    sixth, 75% to all unitholders, pro rata, and 25% to the
    general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    third target distribution per unit over the second target
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the second
    target distribution per unit that we distributed 75% to the
    unitholders, pro rata, and 25% to the general partner for each
    quarter of our existence; and
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner.      Manner of Adjustments for Losses.
  
    first, 98% to holders of subordinated units in proportion
    to the positive balances in their capital accounts and 2% to the
    general partner, until the capital accounts of the subordinated
    unitholders have been reduced to zero;
    second, 98% to the holders of common units in proportion
    to the positive balances in their capital accounts and 2% to the
    general partner, until the capital accounts of the common
    unitholders have been reduced to zero; and
    thereafter, 100% to the general partner.    Adjustments to Capital Accounts.
 69




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##### Table of Contents



SELECTED
    HISTORICAL AND PRO FORMA
    FINANCIAL AND OPERATING DATA  page F-2.
  
    the sale to Quicksilver by us of several of our pipeline and
    gathering assets that are part of the Cowtown Pipeline, the Lake
    Arlington Dry System and the Hill County Dry System for
    $29.5 million, which represents our historical cost; 
  
    additional capital contributions by Quicksilver of approximately
    $20.8 million subsequent to March 31, 2007; 
 
  
    the issuance by us of 5,000,000 common units in this offering,
    the borrowing by us of $0.3 million under our revolving
    credit facility, and the issuance of a $50.0 million
    subordinated note payable to Quicksilver immediately prior to
    the completion of this offering and the application of the
    proceeds of such issuance and borrowing as described under
    Use of Proceeds; and 
  
    interest expense related to the $29.5 million repurchase
    obligation of certain pipeline and gathering assets from
    Quicksilver; and 
  
    interest expense associated with $0.3 million of borrowings
    under our revolving credit facility and $50.0 million
    pursuant to a subordinated note issued to Quicksilver as of
    December 31, 2006 and March 31, 2007, respectively. 
 70




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##### Table of Contents



Quicksilver Gas ServicesQuicksilver Gas Services Predecessor



LP Pro FormaPeriod fromJanuary 21, 2004








Three Months






Three Monthsto








Ended



Year Ended


EndedDecember 31,


Year Ended December 31,


March 31,



December 31,


March 31,2004


2005


2006


2006


2007



2006


2007Statement of Operations
    Data:Total revenues

$
36,190


$
4,868,047


$
13,918,291


$
2,597,517


$
5,371,748



$
13,918,291


$
5,371,748Expenses:Operations and maintenance


13,675



2,371,476



7,474,317



1,152,445



2,717,339




7,474,317



2,717,339General and administrative expense


12,000



329,000



937,000



166,000



496,015




937,000



496,015Depreciation and amortization
    expense


7,930



614,371



2,963,253



366,871



1,294,734




2,963,253



1,294,734Total expenses


33,605



3,314,847



11,374,570



1,685,316



4,508,088




11,374,570



4,508,088Operating income


2,585



1,553,200



2,543,721



912,201



863,660




2,543,721



863,660Other income










12,639







12,204




12,639



12,204Interest expense























7,159,797



1,740,070Income tax provision










135,000







40,597




135,000



40,597Net income (loss)

$
2,585


$
1,553,200


$
2,421,360


$
912,201


$
835,267



$
(4,738,437
)

$
(904,803
)Pro forma net (loss) per limited
    partner unit






















$
(0.20
)

$
(0.04
)Balance Sheet Data (at period
    end):Property plant and equipment, net

$
6,603,006


$
53,782,987


$
130,791,472


$
75,600,071


$
157,231,926







$
177,997,926Total assets


6,603,006



53,782,987



134,622,565



75,600,071



161,771,705








183,037,705Long-term debt



























79,806,329Net equity


5,993,355



48,949,471



118,652,338



67,195,810



141,345,859








90,500,000  
 71




---



##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The historical financial statements included in this
    prospectus beginning on
    page F-9
    reflect the assets, liabilities and operations which will be
    contributed to us by Quicksilver and various wholly-owned
    subsidiaries and the Private Investors upon the closing of this
    offering. We refer to these assets, liabilities and operations
    as the assets, liabilities and operations of the Cowtown
    Entities. The following discussion analyzes the financial
    condition and results of operations of the Cowtown Entities. You
    should read the following discussion of the financial condition
    and results of operations for the Cowtown Entities in
    conjunction with the historical combined financial statements
    and notes of the Cowtown Entities and the pro forma financial
    statements for Quicksilver Gas Services LP included elsewhere in
    this prospectus.
 Overview   Our
    Operations     How We
    Evaluate Our Operations    Volumes.
  Adjusted Gross Margin.
 72




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##### Table of Contents



Operating Expenses.
  EBITDA.
    
    financial performance of our assets without regard to financing
    methods, capital structure or historical cost basis;
    our operating performance as compared to those of other
    companies in the midstream energy industry without regard to
    financing methods, capital structure or historical cost
    basis; and
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities.   General
    Trends and Outlook   
  Natural Gas Supply, Demand and
    Outlook.
 
   73




---



##### Table of Contents



Impact of Interest Rates and
    Inflation. 50-year
   Formation,
    Acquisition and Asset Disposal History and Financial Statement
    Presentation  Our
    Formation of Quicksilver Gas Services LP and the Initial Public
    Offering
 
   
  
    Quicksilver subsidiaries will contribute to us their 95% in
    Cowtown Gas Processing Partners L.P., and their 93%, in Cowtown
    Pipeline Partners L.P., and the Private Investors will
    contribute to us their 5% interests in Cowtown Gas Processing
    Partners L.P. and their 7% interests in Cowtown Pipeline
    Partners L.P.; 
  
    we will issue to Quicksilver 5,696,752 common units and
    11,513,625 subordinated units, representing an aggregate 73.2%
    limited partner interest in us; 
 
  
    we will issue to the Private Investors a total of 816,873 common
    units, representing an aggregate 3.5% limited partner interest
    in us; 
 
  
    we will issue to our general partner, Quicksilver Gas Services
    GP LLC, 469,944 general partner units, representing its initial
    2% general partner interest in us, and all of our incentive
    distribution rights, which incentive distribution rights will
    entitle our general partner to increasing percentages of the
    cash that we distribute in excess of $0.3450 per unit per
    quarter; 
 74




---



##### Table of Contents




    we will issue 5,000,000 common units to the public in this
    offering, representing an aggregate 21.3% limited partner
    interest in us. We will use the proceeds from this offering,
    together with cash on hand of $29.5 million, borrowings of
    approximately $0.3 million under our revolving credit
    facility, and the issuance of a $50.0 million subordinated
    note payable to Quicksilver, to pay approximately
    $3.0 million of expenses associated with this offering, the
    Formation Transactions and our revolving credit facility and to
    pay approximately $162.1 million (including
    $112.1 million in cash and the $50.0 million note) to
    Quicksilver and approximately $7.7 million to the Private
    Investors as reimbursement of capital expenditures and return of
    investment capital; 
  
    we will own all of the ownership interests in Quicksilver Gas
    Services Operating LLC and its operating subsidiaries, which
    will own and operate our assets; 
  
    we will enter into an omnibus agreement with Quicksilver and our
    general partner that will address, among other things, certain
    non-competition and business opportunity agreements, certain
    indemnity arrangements and our reimbursement to Quicksilver for
    the payment of certain operating expenses incurred on our
    behalf; and 
 
  
    our general partner will enter into a services and secondment
    agreement with Quicksilver pursuant to which employees of
    Quicksilver will perform services on our behalf. 
 
  page F-3.
 
 Items Affecting
    Comparability of Our Financial Results    
    Quicksilvers Barnett Shale operations began in 2004 and as
    such Quicksilvers operations have been growing
    significantly since startup.
    With the startup of Quicksilvers Barnett Shale operations,
    our facilities have been in a startup phase as well, and we have
    incurred expenses that are not expected to be recurring.
    Expenses are largely independent of volume and are more directly
    related to the scale of our operations.
    Revenues have been dependent on Quicksilvers ability to
    connect wells to our system and in light of Quicksilvers
    significant growth, this connection process may not have been
    completely feasible in prior periods. Critical
    Accounting Policies and Estimates    Revenue Recognition.
  Depreciation Expense and Cost Capitalization
    Policies.
 75




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##### Table of Contents



Environmental Remediation.
 Results
    of Operations  Combined
    Overview
    Period fromJanuary 21, 2004








Three Months(inception) to


Year Ended December 31,


Ended March 31,December 31, 2004


2005


2006


2006


2007Total revenues

$
36,190


$
4,868,047


$
13,918,291


$
2,597,517


$
5,371,748Operations and maintenance expense


13,675



2,371,476



7,474,317



1,152,445



2,717,339General and administrative expense


12,000



329,000



937,000



166,000



496,015Adjusted gross margin(a)


10,515



2,167,571



5,506,974



1,279,072



2,158,394Other (income) expense










(12,639
)






(12,204
)EBITDA(b)


10,515



2,167,571



5,519,613



1,279,072



2,170,598Depreciation and amortization
    expense


7,930



614,371



2,963,253



366,871



1,294,734Interest expense


















Deferred tax provision










135,000







40,597Net income

$
2,585


$
1,553,200


$
2,421,360


$
912,201


$
835,267Operating Data:Daily throughput (Mcf)


283



9,755



36,974



26,266



53,114Total throughput (Mcf)


103,399



3,560,605



13,495,818



2,363,916



4,780,280     (a)
    
    Adjusted gross margin consists of total operating revenues less
    operation and maintenance expense and general and administrative
    expense. Please read Summary  Non-GAAP Financial
    Measures.(b)
    
    EBITDA consists of net income plus net interest expense,
    provision for taxes on our income and depreciation and
    amortization expense. Please read Summary 
    Non-GAAP Financial Measures. 76




---



##### Table of Contents



Three
    Months Ended March 31, 2007 Compared with Three Months
    Ended March 31, 2006
  Total Revenues.
  Adjusted Gross Margin.
  Operations and Maintenance Expense.
  General and Administrative Expense.
 
  Depreciation and Amortization
    Expense.
 
  Year
    Ended December 31, 2006 Compared with Year Ended
    December 31, 2005
  Total Revenues.
  Adjusted Gross Margin.
  Operations and Maintenance Expense.
  General and Administrative Expense.
 77




---



##### Table of Contents



Depreciation and Amortization
    Expense.
  Year
    Ended December 31, 2005 Compared with Year Ended
    December 31, 2004
  Revenues.
  Adjusted Gross Margin.
  Operations and Maintenance Expense.
  General and Administrative Expense.
  Depreciation and Amortization
    Expense.
 Liquidity
    and Capital Resources      
    cash generated from operations;
    borrowings under our revolving credit facility;
    debt offerings; and
    issuance of additional partnership units.    Cash
    Flows and Capital Expenditures
    
    At December 31, 2004, Quicksilver had produced
    103,339 Mcf in the Fort Worth Basin and had recorded
    37 Bcfe of proved natural gas reserves. There were
    2 wells connected to our system.
    At December 31, 2005, Quicksilver had produced
    3,560,605 Mcf for the year all of which was gathered,
    processed and transported on our system. Quicksilver had
    recorded 183 Bcfe of proved reserves and had 38 wells
    connected to our system. At December 31, 2005, we had
    invested $53.8 million in our pipeline and plant assets. 78




---



##### Table of Contents




    At December 31, 2006, Quicksilver had throughput of
    13,495,818 Mcf to our system for the year then ended and
    had 90 wells connected to our system. Our system consisted
    of 120 miles of gathering pipelines, a
    22-mile NGL
    transportation pipeline and two operating units which can
    process
    200 MMcf/d
    of natural gas. 
  Working Capital (Deficit).
    Cash Flows from Operations.
    Cash Flows Used in Investing Activities.
    Cash Flows Provided by Financing
    Activities.
   Capital
    Requirements    
    Expansion capital expenditures, which are made to construct
    additional assets to increase our business, to expand and
    upgrade existing systems and facilities or used to acquire
    additional assets which increase our business; or
    Maintenance capital expenditures, which are made to replace
    partially or fully depreciated assets, to maintain the existing
    operating capacity of our assets and extend their useful lives
    or to maintain existing system volumes and related cash flows. 79




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##### Table of Contents



Revolving
    Credit Facility
 
   
      
    incur indebtedness;
    grant liens; and
    engage in transactions with affiliates. 80




---



##### Table of Contents



Subordinated
    Intercompany Note
    
    accrued and unpaid interest on the note will be due and payable
    quarterly on the last business day of each calender quarter,
    beginning on September 28, 2007, and on the maturity date
    of the note, provided that such interest payments may be added
    to the outstanding principal amount at any time when the payment
    of interest is prohibited pursuant to the subordination
    provisions described below; and
    the principal amount of the note will be due and payable:  
    in equal consecutive quarterly installments on the last business
    day of each calendar quarter, beginning on March 31, 2008;
    plus
    a final payment of the then-remaining balance of the aggregate
    principal amount of the note on December 31, 2012, the
    maturity date of the note, provided, however, that in the event
    of any extension of the maturity of the revolving credit
    facility, the maturity date of the note shall be the date six
    months after the revolving credit facility maturity date.    
    with respect to the payment of any principal amount of, interest
    on or other amounts with respect to, the subordinated note:  
    an event of default under the revolving credit facility;
    the existence of a pending judicial proceeding with respect to
    any event of default under the revolving credit facility; or  
    with respect only to the payment of any principal amount of the
    subordinated note, our ratio of total indebtedness (which
    includes the $50.0 million subordinated note payable to
    Quicksilver) to Consolidated EBITDA as of the end of the fiscal
    quarter immediately preceding the date of such payment is equal
    to or greater than 3.5 to 1.0 and would be greater than 3.5 to
    1.0 after giving pro forma effect to such payment.    Asset
    Repurchase Obligation
 
   
 
   
 81




---



##### Table of Contents



Total Contractual Cash Obligations.
  Payments Due by PeriodContractual Obligations

Total


2007


2008-2010


2011-2012


Thereafter($ Millions)Long-Term Debt (including
    interest)(1)

$



$



$



$



$
Asset Repurchase Obligation(2)


















Construction Commitments


5.7



5.7











Total Contractual Obligations(3)

$
5.7


$
5.7


$



$



$
    
  (1)
    
    With respect to the revolving credit facility, based on a
    committed interest rate of 7.60%, which is the current LIBOR
    interest rate of 5.35% plus a margin of 2.25%. With respect to
    the $50.0 million subordinated note, based on an initial
    interest rate of the current LIBOR interest rate of 5.35% plus
    3.25% per annum. 
  (2)
    
    As described above under  Asset Repurchase
    Obligation, we are obligated to repurchase certain
    pipeline assets from Quicksilver at their fair market value
    within two years of their commencement of commercial operation.
    We cannot presently quantify what that fair market value will be
    or predict the deadline for completing the repurchase. 
  (3)
    
    These amounts do not include the $89.9 million that we
    expect to spend in fiscal year 2007 for the construction of
    additions to our gathering system to connect new wells and the
    cost to construct the third processing unit that we expect to
    become operational by the fourth quarter of 2008, a portion of
    which is budgeted for fiscal year 2007 capital expenditures. 
  Off-Balance
    Sheet Arrangements
   Recent
    Accounting Pronouncements    Fair Value
    Measurements
 82




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##### Table of Contents



Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement No.
    109
   Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
  50-year
   83




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##### Table of Contents



BUSINESS Our
    Partnership   
   
    
    Large, long-lived reserve base.  Based on a
    report prepared by Schlumberger Data and Consulting Services,
    independent petroleum engineers, Quicksilver had approximately
    704 billion cubic feet equivalent, or Bcfe, of proved
    reserves in the Quicksilver Counties as of December 31,
    2006, with average production of approximately 34.7 million
    cubic feet per day equivalent, or MMcfe/d, in 2006;
    Substantial Fort Worth Basin acreage
    position.  As of March 31, 2007, Quicksilver
    owned approximately 265,000 net acres with approximately
    2,000 drilling locations, which represent approximately twenty
    times the number of producing wells that Quicksilver operated in
    the Fort Worth Basin at that date;
    Proven track record.  Since entering the
    Fort Worth Basin in 2004, Quicksilver has increased its
    production from an average of 0.5 MMcfe/d in 2004 to an
    average of 51.1 MMcfe/d during the first quarter of 2007.
    Through December 31, 2006, Quicksilver has drilled
    161 net wells in the Quicksilver Counties with a 98%
    success rate; and
    Highly active drilling program in the Fort Worth
    Basin.  Quicksilver plans to drill 160 to
    180 net wells in 2007 and 200 to 220 net wells in 2008.
    Each years annual drilling activity would represent a
    significant increase over the 110 net wells drilled in 2006 and
    would surpass the 161 total net wells Quicksilver has drilled in
    the basin through December 31, 2006. 84




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Business
    Strategies    
    Organically growing our capacity to meet Quicksilvers
    gathering and processing needs.  We expect that
    the primary growth in our gathering and processing volumes will
    come from Quicksilvers increased volume of product
    transported, or throughput, to our system. Quicksilver has
    experienced a 98% success rate on wells drilled in the
    Quicksilver Counties, and the number of wells it plans to drill
    in 2007 would surpass the aggregate number of wells it has
    drilled since beginning operations in the Fort Worth Basin
    in 2004.
    Attracting third party volumes to our
    facilities.  We believe, based on data provided by
    W.D. Von Gonten & Company and the EIA, that the
    Fort Worth Basin is one of the fastest growing natural gas
    fields in the United States. Our agreements with Quicksilver do
    not restrict our ability to provide services to other natural
    gas producers. We intend to attract increased third party
    volumes to our gathering and processing systems by actively
    marketing our midstream services and providing superior customer
    service to these natural gas producers.
    Minimizing commodity price exposure and maintaining a
    disciplined financial policy.  All of our service
    agreements are on a fixed fee basis without direct commodity
    price exposure, and we intend to structure all of our future
    contracts similarly. We also intend to continue to pursue a
    disciplined financial policy by maintaining a prudent cash
    distribution policy and capital structure.
    Improving operating efficiency and enhancing asset
    utilization while prudently managing our
    growth.  As we expand our operations, we intend to
    improve operational efficiencies and enhance overall asset
    utilization. We intend to complete an upgrade of the existing
    75 MMcf/d processing unit at our Cowtown Plant in the third
    quarter of 2007, as well as construct an additional processing
    unit and several new pipeline additions over the next
    18 months. We expect these projects will significantly
    increase our processing and gathering operating capacity and
    efficiency.
    Pursuing midstream acquisitions.  We plan to
    pursue strategic midstream acquisition opportunities that will
    complement and expand our existing business, both from
    Quicksilver and from third parties. We will seek acquisition
    opportunities in our existing area of operation with the
    opportunity for operational efficiencies and the potential for
    higher capacity utilization and expansion of those assets. We
    will also consider acquisitions in areas of the midstream
    business where we currently have no operations as well as new
    geographic areas of operation. Because we have significant
    organic growth opportunities related to the Quicksilver assets,
    certain factors will be considered in deciding whether to
    acquire assets including, but not limited to, the economic
    characteristics of the acquisition, such as return on capital
    and cash flow stability, the region in which the assets are
    located and the availability and sources of capital to finance
    any potential acquisition. Currently, there are no potential
    acquisitions under consideration. Competitive
    Strengths    
    Quicksilver is one of the most active operators and fastest
    growing producers in the Fort Worth Basin according to IHS,
    Inc.  Quicksilvers average annual natural
    gas production from the Fort Worth Basin has grown from
    0.5 MMcfe/d in 2004 to 34.7 MMcfe/d in 2006,
    significantly in excess of the 65% that total natural gas
    production from the basin has grown from 2004 through the twelve
    month period ended October 31, 2006 according to W.D. Von
    Gonten & Company and IHS, Inc. In the first quarter of
    2007, Quicksilvers average production climbed to
    51.1 MMcfe/d. Quicksilver is actively exploiting its
    acreage in the Quicksilver Counties to continue its growth and
    has announced its intention to increase the number of rigs it
    will operate in the Quicksilver Counties from 12 at
    December 31, 2006 to 16 by the 85




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end of 2007. We expect this increased drilling activity to
    result in significantly increased throughput at our facilities.  
    Our relationship with Quicksilver reduces the uncertainty of
    financial returns associated with our capacity
    additions.  Our relationship with Quicksilver
    improves our ability to forecast future throughput volumes and
    the need for capacity additions. Consequently, we believe there
    is less risk associated with our capital expenditures, since we
    can coordinate our capacity additions with Quicksilvers
    production growth and associated gathering and processing needs. 
  
    Our assets are strategically located in the Fort Worth
    Basin to attract third party volumes.  We believe
    that the Fort Worth Basin is one of the largest, fastest
    growing natural gas producing areas in the United States,
    according to data provided by W.D. Von Gonten & Company and
    the EIA. We believe that our established position in this area,
    together with its anticipated growth in production, gives us an
    opportunity to expand our gathering system footprint, increase
    our volumes and ultimately increase cash flows from third
    parties. 
  
    We provide an integrated package of midstream
    services.  We provide a broad range of bundled
    midstream services to natural gas producers, including
    gathering, compressing, treating and processing natural gas and
    transporting and marketing NGLs. 
  
    We have the financial flexibility to pursue growth
    opportunities.  We expect to enter into a
    revolving credit facility, which will be available for capital
    expenditures, acquisitions and other general partnership
    purposes. This facility will be secured by substantially all of
    our operating assets. We believe that the capacity under this
    credit facility, combined with internally generated funds and
    our ability to access the capital markets, will enable us to
    complete our near-term growth projects and will provide us with
    a flexible financial structure that will facilitate our
    strategic expansion and acquisition strategies. Although the
    credit agreement governing this facility contemplates up to
    $150 million in aggregate borrowings, it also requires us
    to maintain certain financial ratios (including our ratio of
    total debt to EBITDA), which will initially limit our aggregate
    borrowing capacity. We expect that upon completion of this
    offering the total amount that we may borrow under this
    facility, while complying with these financial ratio covenants,
    will be approximately $40 million. We plan to borrow
    approximately $0.3 million under this facility upon closing
    this offering and we expect our borrowing capacity to increase
    over time as we grow our operations and cash flow and
    consequently improve our ratio of total debt to EBITDA. 
  
    We have an experienced, knowledgeable management team with a
    proven record of performance.  Our management team
    has a proven record of enhancing value through the development
    and operation of midstream assets in the natural gas industry.
    We believe that this team provides us with a strong foundation
    for accessing strategic acquisition opportunities and developing
    new natural gas gathering and processing assets. 
  
    Quicksilver will retain a significant equity ownership in
    us.  Upon completion of this offering, Quicksilver
    will own 5,696,752 common and 11,513,625 subordinated
    units, which together will represent a 73.2% limited partner
    interest in us. Quicksilver will also own all of the equity
    interests in our general partner. Given its relationship with
    us, we believe Quicksilver will have a vested interest in our
    growth and overall success. 
 Competitive
    Challenges and Risks    
    We are dependent on a single natural gas producer,
    Quicksilver, for almost all of our supply of natural gas.We
    rely on Quicksilver for virtually all of our natural gas supply.
    For the quarter ended March 31, 2007, Quicksilver and its
    affiliates accounted for approximately 93% of our natural gas
    supply. We may be unable to negotiate on favorable terms, if at
    all, an extension or replacement of our contract with
    Quicksilver to gather and process Quicksilvers production
    from the Quicksilver Counties after the initial
    10-year term
    of the contract. Furthermore, during the term of the contract
    and thereafter, even if 86




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we are able to renew this contract, Quicksilver may suffer a
    decrease in production volumes in the Quicksilver Counties. The
    loss of a significant portion of the natural gas volumes
    supplied by Quicksilver would result in a material decline in
    our revenues and cash available for distribution.  
    We depend on the Cowtown Plant and the Cowtown Pipeline for
    all of our revenues. Our assets are currently concentrated
    in the Quicksilver Counties within the Fort Worth Basin. As
    a result, any significant decline in utilization at these assets
    would result in materially lower levels of revenues and cash
    flow. For the year ended December 31, 2006, the gathering
    revenues from our Cowtown Pipeline accounted for approximately
    54% of our revenues and our Cowtown Plant inlet volume accounted
    for approximately 46% of our revenues.
    We depend on a single geographic region for all of our
    natural gas supply.All of our assets are located in the
    Barnett Shale formation in the Fort Worth Basin of north
    Texas. Our success depends on our ability to obtain sources of
    supplies of natural gas to flow through our pipeline and
    processing plant system. Any unfavorable development in natural
    gas and NGL production from the Barnett Shale could have a
    material adverse effect on our operations.   Our
    Relationship with Quicksilver   Industry
    Overview  General.
 87




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Service Types.
  Gathering.
  Treating and Dehydration.
  Processing.
  Fractionation.
  Typical Contractual Arrangements.
 88




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
    Fee-Based.  The gatherer-processor receives a
    fee per unit of natural gas gathered at the wellhead and an
    additional fee per unit of natural gas processed at its
    processing facility. Under this arrangement, a midstream service
    provider bears no commodity price risk exposure. We provide our
    services to Quicksilver and third party producers exclusively
    under fee-based agreements and thus eliminate direct commodity
    price exposure in our operations.
    Percent-of-Proceeds,
    or
    Percent-of-Value
    or
    Percent-of-Liquids.  The
    processor remits to the producers a percentage of the proceeds
    from the sales of residue gas and NGLs or a percentage of
    residue gas and NGLs at the tailgate. These types of
    arrangements expose the processor to commodity price risk as the
    revenues from the contracts directly correlate with the
    fluctuating price of natural gas and NGLs.
    Keep-Whole.  The processor keeps 100% of the
    NGLs produced and the processed natural gas, or value of the
    gas, is returned to the producer. Since some of the gas is used
    during processing, the processor compensates the producer for
    the amount of gas used in processing by supplying additional gas
    or by paying an agreed value for the gas utilized. These
    arrangements have the highest commodity price exposure for the
    processor because the costs are dependent on the price of
    natural gas and the revenues are based on the price of NGLs. 
  U.S. Natural Gas Fundamentals.
 
  
  Source: Energy Information Administration
  Overview of the Fort Worth Basin.
 89




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Fort Worth
    Basin Average Monthly Rig Count and Production
  
  Source: Baker Hughes Incorporated, W.D. Von
    Gonten & Company
    Fort Worth
    Basin Drilling Permits and Well Completions History
  
  Source: W.D. Von Gonten & Company
   90




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Allocation in FortDaily Rate (MMcf/d)

Worth Basin

Production RankingDevon Energy Production


811



33.8
%


1XTO Energy


346



14.4
%


2EOG Resources


240



10.0
%


3Chesapeake


203



8.5
%


4EnCana


162



6.8
%


5Burlington


96



4.0
%


6Quicksilver


47



2.0
%


7Range Resources


43



1.8
%


8Denbury


40



1.7
%


9J-W Operating


40



1.6
%


10   Source: IHS Inc.
 Our
    Assets and Operations  state-of-the-art
      
    A third processing unit that we expect to become operational by
    the fourth quarter of 2008. We expect this new unit will provide
    125 MMcf/d of additional capacity and bring our total
    processing capacity to 325 MMcf/d; and
    Additions to our Cowtown Pipeline to gather and transport
    natural gas to our Cowtown Plant from the wells that Quicksilver
    drills and completes in the Quicksilver Counties. 91




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Natural Gas Supply.
 
      Markets.
 Competition   
   Safety
    and Maintenance Regulation   92




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right-to-know
 Regulation
    of Operations   93




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Gathering Pipeline
    Regulation.
        cost-of-service and/or
 94




---



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Interstate NGL Pipeline Regulation.
 Environmental
    Matters  General.
    Hazardous Waste.
  Site Remediation.
 95




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Air Emissions.
  Water Discharges.
  Other Laws and Regulations. Massachusetts, et al. v. EPA e.g.
 96




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Title to
    Properties and
    Rights-of-Way  rights-of-way, right-of-way, right-of-way, rights-of-way,
  rights-of-way,
 Employees   Legal
    Proceedings     97




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MANAGEMENT Management
    of Quicksilver Gas Services LP   
 
   
   
   
   98




---



##### Table of Contents



Directors
    and Executive Officers    
 Name

Age

Position with Quicksilver Gas Services GP LLCGlenn Darden


51


Chairman of the BoardThomas F. Darden


53


President and Chief Executive
    Officer and DirectorPaul J. Cook


50


Executive Vice
    President  Chief Operating Officer and DirectorPhilip W. Cook


45


Senior Vice
    President  Chief Financial Officer and DirectorJohn C. Cirone


57


Senior Vice President, General
    Counsel and SecretaryD. Wayne Blair


50


Vice
    President  Chief Accounting OfficerAlvin Bledsoe


59


DirectorPhilip D. Gettig


61


DirectorJohn W. Somerhalder II


51


Director  
    Glenn Darden
 
  Thomas F. Darden
 
 
  Paul J. Cook
 
  Philip W. Cook
  John C. Cirone
 99




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D. Wayne Blair
 
  Alvin Bledsoe
 
 
  Philip D. Gettig
 
 
  John W. Somerhalder II
 
 Reimbursement
    of Expenses of Our General Partner   100




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##### Table of Contents



Executive
    Compensation    
    Quicksilver will make available to Quicksilver Gas Services GP
    LLC the services of the Quicksilver employees who serve as the
    executive officers of Quicksilver Gas Services GP LLC; and
    Quicksilver Gas Services GP LLC will be obligated to reimburse
    Quicksilver for any allocated portion of the costs that
    Quicksilver incurs in providing compensation and benefits to
    such Quicksilver employees.      Compensation
    Discussion and Analysis
  General.
   
   
  Compensation from Quicksilver.
 101




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
    target between the
    50th and
    75th percentiles
    of total compensation for similar positions in markets in which
    Quicksilver and its subsidiaries compete for talent;
    use cash bonuses based on the achievement of the overall goals
    of Quicksilver to provide a range of award levels that are
    competitive with awards offered by other peer group
    companies; and
    use equity-based incentive tools to encourage executives to
    focus on the long-term goals of Quicksilver, provide executives
    a stake in the future company performance of Quicksilver, and
    provide incentives for executives to continue employment with
    Quicksilver.    change-in-control
   
  Compensation from Quicksilver Gas Services GP
    LLC.
 
 2007
    Equity Plan     102




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103




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SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  Quicksilver
    Gas Services LP
 
    
    each person who then will beneficially own 5% or more of the
    then outstanding units;
    all of the directors of Quicksilver Gas Services GP LLC;
    each named executive officer of Quicksilver Gas Services GP
    LLC; and
    all directors and officers of Quicksilver Gas Services GP LLC as
    a group.  
 Percentage ofPercentage








TotalCommon


of





Percentage of


Common andUnits


Common


Subordinated


Subordinated


Subordinatedto be


Units to be


Units to be


Units to be


Units to beBeneficially


Beneficially


Beneficially


Beneficially


BeneficiallyName of Beneficial Owner(1)

Owned(6)


Owned


Owned


Owned


OwnedQuicksilver Resources Inc.(2)


5,696,752



49.5
%


11,513,625



100
%


74.7
%Quicksilver Gas Services Holdings
    LLC(3)


5,696,752



49.5
%


11,513,625



100
%


74.7
%Glenn Darden(4)







%







%



%Thomas F. Darden(4)







%







%



%Paul J. Cook(4)







%







%



%Philip W. Cook(4)







%







%



%John C. Cirone(4)







%







%



%Alvin Bledsoe(5)







%







%



%Philip D. Gettig(5)







%







%



%John W. Somerhalder II(5)







%







%



%All directors and executive
    officers as a group (9 persons)(4)







%







%



%  
   
  (1)
    
    Unless otherwise indicated, the address for all beneficial
    owners in this table is 777 West Rosedale Street,
    Fort Worth, Texas 76104. 
  (2)
    
    Quicksilver Resources Inc. is the ultimate parent company of
    Quicksilver Gas Services Holdings LLC and may, therefore, be
    deemed to beneficially own the units held by Quicksilver Gas
    Services Holdings LLC.(3)
    
    Following this offering, Quicksilver Gas Services Holdings LLC,
    an indirect wholly-owned subsidiary of Quicksilver, will own a
    100% interest in our general partner and a 74.7% limited partner
    interest in us. 
  (4)
    
    Does not include phantom common units to be granted pursuant to
    the 2007 Equity Plan immediately after the closing of this
    offering in the following amounts: 10,000 to Glenn Darden,
    10,000 to Thomas F. Darden, 5,000 to Paul J. Cook, 5,000 to
    Philip W. Cook, 4,000 to John C. Cirone and a total of 37,000 to
    the directors and executive officers as a group. One-third of
    these phantom units will vest on the first business day
    coinciding with or following each of the first three
    anniversaries of the date of the grant. Each vested phantom unit
    will entitle the holder to receive a lump sum cash payment equal
    to the fair market value per unit determined as of the date the
    phantom unit becomes vested. Holders of phantom common units
    have no voting rights and no distribution rights. 
 
  (5)
    
    Does not include $120,000 of phantom common units to be granted
    pursuant to the 2007 Equity Plan immediately after the closing
    of this offering to the non-employee directors. One-third of
    these phantom units will vest on the first business day of each
    of the first three calendar years beginning after the date of
    the grant. We also intend to grant $40,000 of phantom units to
    each of Alvin Bledsoe and John W. Somerhalder and $10,000
    of phantom units to Philip D. Gettig effective at the closing of
    this offering that will vest on January 2, 2008. Each
    phantom unit will entitle the non-employee directors to receive
    one common unit with respect to each phantom unit that becomes
    vested. Holders of phantom common units have no voting rights
    and no distribution rights until such time as the phantom common
    unit becomes vested and common units are issued to such holders. 
 
  (6)
    
    Does not include common units that may be purchased in the
    directed unit program. Please read
    Underwriting  Directed Unit Program. 
 104




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##### Table of Contents



Quicksilver
    Resources Inc.
 
 
   
  
 Shares ofShares of


Quicksilver Common


Percentage ofQuicksilver Common Stock


Stock Under


OutstandingName of Beneficial Owner

Beneficially Owned(1)


Exercisable Options(2)


Shares(1)Glenn Darden(3)(4)(5)(6)


24,216,478



54,899



30.9
%Thomas F. Darden(3)(4)(5)(6)


24,282,553



20,375



31.0
%Paul J. Cook(6)(7)


297,646



46,616



*Philip W. Cook(6)(7)


30,455







*John C. Cirone(6)


36,521



16,799



*Alvin Bledsoe










Philip D. Gettig










John W. Somerhalder II










All directors and executive
    officers as a group (9 persons)(3)(4)(5)(6)(7)


26,156,552



140,168



33.5
%  
   
  *
    
    Less than 1%. 
 
  (1)
    
    As of June 30, 2007, 78,403,095 shares of
    Quicksilvers common stock were issued and outstanding. No
    executive officer or director owns any class of equity
    securities of Quicksilver other than common stock. The
    calculation for Percentage of Outstanding Shares includes shares
    listed under the captions Shares of Quicksilver Stock
    Beneficially Owned and Shares of Quicksilver Stock
    under Exercisable Options. 
 
  (2)
    
    Consisting of shares of common stock that may be acquired within
    60 days of June 30, 2007 through the exercise of stock
    options. 
 
  (3)
    
    Includes as to each of Messrs. G. Darden and T. Darden:
    (i) 155,845 and 171,028 shares, respectively, held in
    grantor retained annuity trusts; and
    (ii) 22,783,455 shares beneficially owned by
    Quicksilver Energy L.P., for which he has shared voting and
    investment power as a member of Pennsylvania Management, LLC,
    the sole general partner of Quicksilver Energy L.P. Each of
    Messrs. G. Darden and T. Darden disclaims beneficial
    ownership of all shares owned by Quicksilver Energy L.P., except
    to the extent of his pecuniary interest therein. 
 
  (4)
    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    approximate numbers of shares represented by units in a Unitized
    Stock Fund held through Quicksilvers 401(k) Plan:
    Mr. G. Darden  11,598; Mr. T.
    Darden  43,827; and all directors and executive
    officers as a group  55,425. 
 
  (5)
    
    Includes with respect to each of the following individuals and
    entity, the following number of shares pledged as collateral
    security for loans or loan commitments as well as in accordance
    with customary terms and conditions of standard margin account
    arrangements: Mr. G. Darden  172,712;
    Mr. T. Darden  835,414; and Quicksilver Energy
    L.P.  2,315,431. 
 
  (6)
    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    numbers of shares of unvested restricted stock for which the
    indicated beneficial owners have no investment power:
    Mr. G. Darden  63,379; Mr. T.
    Darden  63,379; Mr. Paul J. Cook 
    32,854; Mr. Philip W. Cook  28,333;
    Mr. Cirone  25,808; and all directors and
    officers as a group  230,120. 
 
  (7)
    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    numbers of shares that are pledged in accordance with customary
    terms and conditions of standard margin account arrangements:
    Mr. Paul J. Cook  255,536; Mr. Philip W.
    Cook  2,122; and all directors and officers as a
    group  1,265,784. 
 105




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CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   
 Distributions
    and Payments to Our General Partner and its Affiliates    Formation
    Stage
 
  The consideration received by Quicksilver and its subsidiaries
    and the Private Investors for the contribution of the assets and
    liabilities (with a pro forma net book value of
    $169.8 million to us as of March 31, 2007)
    
     6,513,625 common units; 
 
   11,513,625 subordinated units; 
 
   469,944 general partner units; 
 
   the incentive distribution rights; and 
 
   $90.0 million cash payment from the proceeds of
    this offering, $29.5 million from cash on hand,
    $0.3 million of borrowings under our revolving credit
    facility, and the issuance of a $50.0 million subordinated
    note payable to Quicksilver, as reimbursement for capital
    expenditures incurred by Quicksilver and the Private Investors
    prior to the closing of this offering related to the assets to
    be contributed to us upon the closing of this offering. 
  Operational
    Stage
 
  Distributions of available cash to our general partner and its
    affiliates
    
    We will generally make cash distributions 98% to our unitholders
    pro rata, including our general partner and its affiliates, as
    the holders of an aggregate 5,696,752 common units and
    11,513,625 subordinated units, and 2% to our general partner. In
    addition, if distributions exceed the minimum quarterly
    distribution and other higher target distribution levels, our
    general partner will be entitled to increasing percentages of
    the distributions, up to 50% of the distributions above the
    highest target distribution level. 
 
  Assuming we have sufficient available cash to pay the full
    minimum quarterly distribution on all of our outstanding units
    for four quarters, our general partner and its affiliates would
    receive an annual distribution of approximately
    $0.6 million on their general partner units and
    $20.6 million on their common and subordinated units. 
  Payments to our general partner and its affiliates
    
    Our general partner and its affiliates will be entitled to
    reimbursement for all expenses it incurs on our behalf,
    including salaries and employee benefit costs for its employees
    who provide services to us, and all other necessary or
    appropriate expenses allocable to us 106




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or reasonably incurred by our general partner and its affiliates
    in connection with operating our business. The partnership
    agreement provides that our general partner will determine the
    expenses that are allocable to us in good faith.Withdrawal or removal of our  general partner
    
    If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests. Please read The
    Partnership Agreement  Withdrawal or Removal of the
    General Partner.  Liquidation
    Stage
  Liquidation
    
    Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their respective capital account balances. 
   
 Omnibus
    Agreement    
    restrictions on Quicksilvers ability to engage in certain
    midstream business activities or own certain related assets in
    the Quicksilver Counties;
    Quicksilvers right to construct and operate the Lake
    Arlington Dry System and Hill County Dry System and our
    obligation to purchase those assets from Quicksilver at the fair
    market value of those assets within two years after the assets
    commence commercial service;
    Quicksilvers obligation to indemnify us for certain
    liabilities and our obligation to indemnify Quicksilver for
    certain liabilities;
    our obligation to reimburse Quicksilver for all expenses
    incurred by Quicksilver (or payments made on our behalf) in
    conjunction with Quicksilvers provision of general and
    administrative services to us, including salary and benefits of
    Quicksilver personnel, our public company expenses, general and
    administrative expenses and salaries and benefits of our
    executive management who are Quicksilvers employees; and
    our obligation to reimburse Quicksilver for all insurance
    coverage expenses it incurs or payments it makes with respect to
    our assets. 107




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Estimates for theTwelve Months EndingJune 30, 2008(In millions)Reimbursement of general and
    administrative expenses

$
2.3Reimbursement of public company
    expenses


1.0Reimbursement of compensation and
    benefits for executive management of our general partner


0.5Total

$
3.8       Reimbursement
    of Operating and General and Administrative
    Expense
    two-year
  Indemnification
         108




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Regulation Section 1.1502-6
        Competition
   
   
 
   
 109




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Contracts
    with Affiliates  Services
    and Secondment Agreement
 
  12-month 12-month
 
  Gas
    Gathering and Processing Agreement
 
  10-year
 
   
   
     110




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CONFLICTS
    OF INTEREST AND FIDUCIARY DUTIES Conflicts
    of Interest        
    approved by the conflicts committee, although our general
    partner is not obligated to seek such approval;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships among the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.      Our
    general partners affiliates may engage in competition with
    us.
     111




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Our
    general partner is allowed to take into account the interests of
    parties other than us in resolving conflicts of
    interest.
    We
    will not have any employees and will rely on the employees of
    Quicksilver who are seconded to Quicksilver Gas Services GP LLC
    and its affiliates.
    Our
    general partner has limited its liability and reduced its
    fiduciary duties, and has also restricted the remedies available
    to our unitholders for actions that, without the limitations,
    might constitute breaches of fiduciary duty.
    
    provides that the general partner shall not have any liability
    to us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed that the decision was in the best interests of our
    partnership; 
  
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of Quicksilver Gas Services GP LLC,
    and not involving a vote of unitholders, must be on terms no
    less favorable to us than those generally being provided to, or
    available from, unrelated third parties or be fair and
    reasonable to us, as determined by the general partner in
    good faith, and that, in determining whether a transaction or
    resolution is fair and reasonable, Quicksilver Gas
    Services GP LLC may consider the totality of the relationships
    between the parties involved, including other transactions that
    may be particularly advantageous or beneficial to us; and 
  
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us, our limited
    partners or assignees for any acts or omissions unless there has
    been a final and non-appealable judgment entered by a court of
    competent jurisdiction determining that our general partner or
    those other persons acted in bad faith or engaged in fraud or
    willful misconduct.  Except
    in limited circumstances, our general partner has the power and
    authority to conduct our business without unitholder
    approval.
   112




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
    the making of any expenditures, the lending or borrowing of
    money, the assumption or guarantee of or other contracting for,
    indebtedness and other liabilities, the issuance of evidences of
    indebtedness, including indebtedness that is convertible into
    our securities, and the incurring of any other obligations;
    the purchase, sale or other acquisition or disposition of our
    securities, or the issuance of additional options, rights,
    warrants and appreciation rights relating to our securities;
    the mortgage, pledge, encumbrance, hypothecation or exchange of
    any or all of our assets;
    the negotiation, execution and performance of any contracts,
    conveyances or other instruments;
    the distribution of our cash;
    the selection and dismissal of employees and agents, outside
    attorneys, accountants, consultants and contractors and the
    determination of their compensation and other terms of
    employment or hiring;
    the maintenance of insurance for our benefit and the benefit of
    our partners;
    the formation of, or acquisition of an interest in, the
    contribution of property to, and the making of loans to, any
    limited or general partnerships, joint ventures, corporations,
    limited liability companies or other relationships;
    the control of any matters affecting our rights and obligations,
    including the bringing and defending of actions at law or in
    equity and otherwise engaging in the conduct of litigation,
    arbitration or mediation and the incurring of legal expense and
    the settlement of claims and litigation;
    the indemnification of any person against liabilities and
    contingencies to the extent permitted by law;
    the making of tax, regulatory and other filings, or rendering of
    periodic or other reports to governmental or other agencies
    having jurisdiction over our business or assets; and
    the entering into of agreements with any of its affiliates to
    render services to us or to itself in the discharge of its
    duties as our general partner.    Our
    general partner determines the amount and timing of asset
    purchases and sales, capital expenditures, borrowings, issuance
    of additional partnership securities and the creation, reduction
    or increase of reserves, each of which can affect the amount of
    cash that is distributed to our unitholders.
    
    amount and timing of asset purchases and sales;
    cash expenditures;
    borrowings;
    the issuance of additional units; and
    the creation, reduction or increase of reserves in any quarter.   113




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
    enabling our general partner or its affiliates to receive
    distributions on any subordinated units held by them or the
    incentive distribution rights; or
    hastening the expiration of the subordination period.      Our
    general partner determines which costs incurred by it are
    reimbursable by us.
    Our
    partnership agreement does not restrict our general partner from
    causing us to pay it or its affiliates for any services rendered
    to us or entering into additional contractual arrangements with
    any of these entities on our behalf.
        Our
    general partner intends to limit its liability regarding our
    obligations.
   114




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Our
    general partner may exercise its right to call and purchase
    common units if it and its affiliates own more than 80% of the
    common units.
    Our
    $50 million debt obligation pursuant to a subordinated note
    payable to Quicksilver is senior to our obligation to pay
    distributions to our unitholders.
    Common
    unitholders will have no right to enforce obligations of our
    general partner and its affiliates under agreements with
    us.
    Our
    general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.
   Fiduciary
    Duties     115




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State-law fiduciary duty standards
    
    Fiduciary duties are generally considered to include an
    obligation to act in good faith and with due care and loyalty.
    The duty of care, in the absence of a provision in a partnership
    agreement providing otherwise, would generally require a general
    partner to act for the partnership in the same manner as a
    prudent person would act on his own behalf. The duty of loyalty,
    in the absence of a provision in a partnership agreement
    providing otherwise, would generally prohibit a general partner
    of a Delaware limited partnership from taking any action or
    engaging in any transaction where a conflict of interest is
    present.The Delaware Act generally provides that a limited partner may
    institute legal action on behalf of the partnership to recover
    damages from a third party where a general partner has refused
    to institute the action or where an effort to cause a general
    partner to do so is not likely to succeed. In addition, the
    statutory or case law of some jurisdictions may permit a limited
    partner to institute legal action on behalf of himself and all
    other similarly situated limited partners to recover damages
    from a general partner for violations of its fiduciary duties to
    the limited partners.Partnership agreement modified standards
    
    Our partnership agreement contains provisions that waive or
    consent to conduct by our general partner and its affiliates
    that might otherwise raise issues about compliance with
    fiduciary duties or applicable law. For example, our partnership
    agreement provides that when our general partner is acting in
    its capacity as our general partner, as opposed to in its
    individual capacity, it must act in good faith and
    will not be subject to any other standard under applicable law.
    In addition, when our general partner is acting in its
    individual capacity, as opposed to in its capacity as our
    general partner, it may act without any fiduciary obligation to
    us or the unitholders whatsoever. These standards reduce the
    obligations to which our general partner would otherwise be held.In addition to the other more specific provisions limiting the
    obligations of our general partner, our partnership agreement
    further provides that our general partner and its officers and
    directors will not be liable for monetary damages to us, our
    limited partners or assignees for errors of judgment or for any
    acts or omissions unless there has been a final and
    non-appealable judgment by a court of competent jurisdiction
    determining that the general partner or its officers and
    directors acted in bad faith or engaged in fraud or willful
    misconduct.Special provisions regarding affiliated
    transactions.  Our partnership agreement generally
    provides that affiliated transactions and resolutions of
    conflicts of interest not involving a vote of 116




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unitholders, and that are not approved by the conflicts
    committee of the board of directors of our general partner, must
    be: 
 
   on terms no less favorable to us than those
    generally being provided to, or available from, unrelated third
    parties; or 
   fair and reasonable to us, taking into
    account the totality of the relationships between the parties
    involved (including other transactions that may be particularly
    favorable or advantageous to us).If our general partner does not seek approval from the conflicts
    committee and its board of directors determines that the
    resolution or course of action taken with respect to the
    conflict of interest satisfies either of the standards set forth
    in the bullet points above, then it will be presumed that, in
    making its decision, the board of directors, which may include
    board members affected by the conflict of interest, acted in
    good faith and in any proceeding brought by or on behalf of any
    limited partner or the partnership, the person bringing or
    prosecuting such proceeding will have the burden of overcoming
    such presumption. These standards reduce the obligations to
    which our general partner would otherwise be held.     117




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DESCRIPTION
    OF THE COMMON UNITS The
    Units   Transfer
    Agent and Registrar  Duties.
  
    surety bond premiums to replace lost or stolen certificates,
    taxes and other governmental charges;
    special charges for services requested by a common
    unitholder; and
    other similar fees or charges.    Resignation or Removal.
 Transfer
    of Common Units    
    represents that the transferee has the capacity, power and
    authority to become bound by our partnership agreement;
    automatically agrees to be bound by the terms and conditions of,
    and is deemed to have executed, our partnership
    agreement; and
    gives the consents and approvals contained in our partnership
    agreement, such as the approval of all transactions and
    agreements that we are entering into in connection with our
    formation and this offering. 118




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119




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THE
    PARTNERSHIP AGREEMENT      
    with regard to distributions of available cash, please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions;
    with regard to the fiduciary duties of our general partner,
    please read Conflicts of Interest and Fiduciary
    Duties;
    with regard to the transfer of common units, please read
    Description of the Common Units  Transfer of
    Common Units; and
    with regard to allocations of taxable income and taxable loss,
    please read Material Tax Consequences. Organization
    and Duration   Purpose  provided
 
   Power of
    Attorney   Cash
    Distributions   Capital
    Contributions   120




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Voting
    Rights    
    during the subordination period, the approval of a majority of
    the common units, excluding those common units held by our
    general partner and its affiliates, and a majority of the
    subordinated units, voting as separate classes; and
    after the subordination period, the approval of a majority of
    the common units voting as a class.    Issuance of additional units
    
    No approval right.Amendment of the partnership agreement
    
    Certain amendments may be made by the general partner without
    the approval of the unitholders. Other amendments generally
    require the approval of a unit majority. Please read
     Amendment of the Partnership Agreement.Merger of our partnership or the sale of all or substantially
    all of our assets
    
    Unit majority in certain circumstances. Please read
     Merger, Consolidation, Conversion, Sale or
    Other Disposition of Assets.Dissolution of our partnership
    
    Unit majority. Please read  Termination and
    Dissolution.Continuation of our business upon dissolution
    
    Unit majority. Please read  Termination and
    Dissolution.Withdrawal of the general partner
    
    Under most circumstances, the approval of a majority of the
    common units, excluding common units held by our general partner
    and its affiliates, is required for the withdrawal of our
    general partner prior to September 30, 2017 in a manner
    that would cause a dissolution of our partnership. Please read
     Withdrawal or Removal of the General
    Partner.Removal of the general partner
    
    Not less than
    662/3%
    of the outstanding units, voting as a single class, including
    units held by our general partner and its affiliates. Please
    read  Withdrawal or Removal of the General
    Partner. 
  Transfer of the general partner interest
    
    Our general partner may transfer all, but not less than all, of
    its general partner interest in us, without a vote of our
    unitholders, to an affiliate or another person in connection
    with its merger or consolidation with or into, or sale of all or
    substantially all of its assets, to such person. The approval of
    a majority of the common units, excluding common units held by
    the general partner and its affiliates, is required in other
    circumstances for a transfer of the 
 121




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general partner interest to a third party prior to
    September 30, 2017. See  Transfer of
    General Partner Units.Transfer of incentive distribution rights
    
    Except for transfers to an affiliate or another person as part
    of our general partners merger or consolidation, sale of
    all or substantially all of its assets or the sale of all of the
    ownership interests in such holder, the approval of a majority
    of the common units, excluding common units held by the general
    partner and its affiliates, is required in most circumstances
    for a transfer of the incentive distribution rights to a third
    party prior to September 30, 2017. Please read
     Transfer of Incentive Distribution
    Rights.Transfer of ownership interests in our general partner
    
    No approval required at any time. Please read
     Transfer of Ownership Interests in the
    General Partner. Limited
    Liability    
    to remove or replace the general partner;
    to approve some amendments to the partnership agreement; or
    to take other action under the partnership agreement;       122




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Issuance
    of Additional Securities         Amendment
    of the Partnership Agreement  General.
 123




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Prohibited Amendments.
  
    enlarge the obligations of any limited partner without its
    consent, unless approved by at least a majority of the type or
    class of limited partner interests so affected; or
    enlarge the obligations of, restrict in any way any action by or
    rights of, or reduce in any way the amounts distributable,
    reimbursable or otherwise payable by us to our general partner
    or any of its affiliates without the consent of our general
    partner, which consent may be given or withheld at its option.    No Unitholder Approval.
 
  
    a change in our name, the location of our principal place of
    business, our registered agent or our registered office; 
  
    the admission, substitution, withdrawal or removal of partners
    in accordance with our partnership agreement; 
  
    a change that our general partner determines to be necessary or
    appropriate to qualify or continue our qualification as a
    limited partnership or a partnership in which the limited
    partners have limited liability under the laws of any state or
    to ensure that neither we, nor the operating partnership, nor
    any of its subsidiaries, will be treated as an association
    taxable as a corporation or otherwise taxed as an entity for
    federal income tax purposes; 
 
  
    an amendment that is necessary, in the opinion of our counsel,
    to prevent us or our general partner or its directors, officers,
    agents or trustees from, in any manner, being subjected to the
    provisions of the Investment Company Act of 1940, the Investment
    Advisors Act of 1940, or plan asset regulations
    adopted under the Employee Retirement Income Security Act of
    1974, or ERISA, whether or not substantially similar to plan
    asset regulations currently applied or proposed; 
  
    an amendment that our general partner determines to be necessary
    or appropriate for the authorization of additional partnership
    securities or rights to acquire partnership securities,
    including any amendment that our general partner determines is
    necessary or appropriate in connection with:  
    the adjustments of the minimum quarterly distribution, first
    target distribution, second target distribution and third target
    distribution in connection with the reset of our general
    partners incentive distribution rights as described under
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions  General Partners Right to Reset
    Incentive Distribution Levels;
    any modification of the incentive distribution rights made in
    connection with the issuance of additional partnership
    securities or rights to acquire partnership securities,
    providedthat, any such modifications and related
    issuance of partnership securities have received approval by a
    majority of the members of the conflicts committee of our
    general partner;  
    any amendment expressly permitted in our partnership agreement
    to be made by our general partner acting alone;
    an amendment effected, necessitated or contemplated by a merger
    agreement that has been approved under the terms of our
    partnership agreement;
    any amendment that our general partner determines to be
    necessary or appropriate for the formation by us of, or our
    investment in, any corporation, partnership or other entity, as
    otherwise permitted by our partnership agreement; 124




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
    a change in our fiscal year or taxable year and related changes;
    conversions into, mergers with or conveyances to another limited
    liability entity that is newly formed and has no assets,
    liabilities or operations at the time of the conversion, merger
    or conveyance other than those it receives by way of the
    conversion, merger or conveyance; or
    any other amendments substantially similar to any of the matters
    described in the clauses above.    
    do not adversely affect the limited partners (or any particular
    class of limited partners) in any material respect;
    are necessary or appropriate to satisfy any requirements,
    conditions or guidelines contained in any opinion, directive,
    order, ruling or regulation of any federal or state agency or
    judicial authority or contained in any federal or state statute;
    are necessary or appropriate to facilitate the trading of
    limited partner interests or to comply with any rule,
    regulation, guideline or requirement of any securities exchange
    on which the limited partner interests are or will be listed for
    trading;
    are necessary or appropriate for any action taken by our general
    partner relating to splits or combinations of units under the
    provisions of our partnership agreement; or
    are required to effect the intent expressed in this prospectus
    or the intent of the provisions of our partnership agreement or
    are otherwise contemplated by our partnership agreement.  Opinion of Counsel and Unitholder
    Approval.
   Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets   
   
 125




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Termination
    and Dissolution    
    the election of our general partner to dissolve us, if approved
    by the holders of units representing a unit majority;
    there being no limited partners, unless we are continued without
    dissolution in accordance with applicable Delaware law;
    the entry of a decree of judicial dissolution of our
    partnership; or
    the withdrawal or removal of our general partner or any other
    event that results in its ceasing to be our general partner
    other than by reason of a transfer of its general partner
    interest in accordance with our partnership agreement or
    withdrawal or removal following approval and admission of a
    successor.    
    the action would not result in the loss of limited liability of
    any limited partner; and 
  
    neither our partnership, our operating partnership, nor any of
    our other subsidiaries, would be treated as an association
    taxable as a corporation or otherwise be taxable as an entity
    for federal income tax purposes upon the exercise of that right
    to continue. 
 Liquidation
    and Distribution of Proceeds   
 Withdrawal
    or Removal of the General Partner   
 126




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2 3 1 3
 
    
    the subordination period will end, and all outstanding
    subordinated units will immediately convert into common units on
    a
    one-for-one
    basis;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and its incentive distribution rights into
    common units or to receive cash in exchange for those interests
    based on the fair market value of those interests at that time. 
   
   127




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Transfer
    of General Partner Units    
    an affiliate of our general partner (other than an
    individual); or
    another entity as part of the merger or consolidation of our
    general partner with or into another entity or the transfer by
    our general partner of all or substantially all of its assets to
    another entity, 
   
   Transfer
    of Ownership Interests in the General Partner   Transfer
    of Incentive Distribution Rights   
 Change of
    Management Provisions   128




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
    the subordination period will end and all outstanding
    subordinated units will immediately convert into common units on
    a
    one-for-one
    basis;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner units and its incentive distribution rights into common
    units or to receive cash in exchange for those interests based
    on the fair market value of those interests at that time. Limited
    Call Right   
 
  
    the highest cash price paid by either our general partner or any
    of its affiliates for any limited partner interests of the class
    purchased within the 90 days preceding the date on which
    our general partner first mails notice of its election to
    purchase those limited partner interests; and 
  
    the current market price as of the date three days before the
    date the notice is mailed.   Meetings;
    Voting     
   
 129




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Status as
    Limited Partner   Non-Citizen
    Assignees; Redemption   
 Indemnification    
    our general partner;
    any departing general partner;
    any person who is or was an affiliate of a general partner or
    any departing general partner;
    any person who is or was a director, officer, member, partner,
    fiduciary or trustee of any entity set forth in the preceding
    three bullet points;
    any person who is or was serving as director, officer, member,
    partner, fiduciary or trustee of another person at the request
    of our general partner or any departing general partner; and
    any person designated by our general partner. 
   
 130




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Reimbursement
    of Expenses   Books and
    Reports       Right to
    Inspect Our Books and Records    
    a current list of the name and last known address of each
    partner;
    a copy of our tax returns;
    information as to the amount of cash, and a description and
    statement of the agreed value of any other property or services,
    contributed or to be contributed by each partner and the date on
    which each partner became a partner;
    copies of our partnership agreement, our certificate of limited
    partnership, related amendments and powers of attorney under
    which they have been executed;
    information regarding the status of our business and financial
    condition; and
    any other information regarding our affairs as is just and
    reasonable.   Registration
    Rights   131




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UNITS
    ELIGIBLE FOR FUTURE SALE  page F-3.
 
      
    1% of the total number of the securities outstanding; or
    the average weekly reported trading volume of the common units
    for the four calendar weeks prior to the sale.        lock-up
 132




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MATERIAL
    TAX CONSEQUENCES   
 
   
       Partnership
    Status     133




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Limited
    Partner Status   134




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Tax
    Consequences of Unit Ownership  Flow-Through of Taxable Income.
  Treatment of Distributions.
  and/or
 
  Ratio of Taxable Income to Distributions.
 
 135




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
    gross income from operations exceeds the amount required to make
    the minimum quarterly distribution on all units, yet we only
    distribute the minimum quarterly distribution on all
    units; or
    we make a future offering of common units and use the proceeds
    of the offering in a manner that does not produce substantial
    additional deductions during the period described above, such as
    to repay indebtedness outstanding at the time of this offering
    or to acquire property that is not eligible for depreciation or
    amortization for federal income tax purposes or that is
    depreciable or amortizable at a rate significantly slower than
    the rate applicable to our assets at the time of this offering.  Basis of Common Units.
 
  Limitations on Deductibility of Losses.
 
 
   
   136




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Limitations on Interest Deductions.
  
    interest on indebtedness properly allocable to property held for
    investment;
    our interest expense attributed to portfolio income; and
    the portion of interest expense incurred to purchase or carry an
    interest in a passive activity to the extent attributable to
    portfolio income.    Entity-Level Collections.
  Allocation of Income, Gain, Loss and
    Deduction.
   137




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
    his relative contributions to us;
    the interests of all the partners in profits and losses;
    the interest of all the partners in cash flow; and
    the rights of all the partners to distributions of capital upon
    liquidation.    Treatment of Short Sales.
  
    any of our income, gain, loss or deduction with respect to those
    units would not be reportable by the unitholder;
    any cash distributions received by the unitholder as to those
    units would be fully taxable; and
    all of these distributions would appear to be ordinary income.    Alternative Minimum Tax.
  Tax Rates.
  Section 754 Election.
 138




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Regulation Section 1.167(c)-1(a)(6),
 
  non-amortizable Regulation Section 1.167(c)-1(a)(6),
 
    non-amortizable
 139




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Tax
    Treatment of Operations  Accounting Method and Taxable Year.
  Initial Tax Basis, Depreciation and Amortization
    Expense.
        Valuation and Tax Basis of Our Properties.
 Disposition
    of Common Units  Recognition of Gain or Loss.
 140




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
    a short sale;
    an offsetting notional principal contract; or
    a futures or forward contract with respect to the partnership
    interest or substantially identical property.    Allocations Between Transferors and
    Transferees.
 141




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Notification Requirements.
  Constructive Termination. 12-month
 Uniformity
    of Units  Regulation Section 1.167(c)-1(a)(6).
 
  Section 1.167(c)-1(a)(6),
 
 142




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Tax-Exempt
    Organizations and Other Investors      Form W-8BEN
     143




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Administrative
    Matters  Information Returns and Audit Procedures. Schedule K-1,
          Nominee Reporting.
                 144




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Accuracy-Related and Assessable Penalties.
         
   
  Reportable Transactions.
    
    accuracy-related penalties with a broader scope, significantly
    narrower exceptions, and potentially greater amounts than
    described above at  Accuracy-Related and
    Assessable Penalties,
    for those persons otherwise entitled to deduct interest on
    federal tax deficiencies, nondeductibility of interest on any
    resulting tax liability, and
    in the case of a listed transaction, an extended statute of
    limitations.   145




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State,
    Local, Foreign and Other Tax Considerations    It is the responsibility of each unitholder to investigate
    the legal and tax consequences, under the laws of pertinent
    jurisdictions, of his investment in us. Accordingly, each
    prospective unitholder is urged to consult, and depend upon, his
    tax counsel or other advisor with regard to those matters.
    Further, it is the responsibility of each unitholder to file all
    state, local and foreign, as well as United States federal tax
    returns, that may be required of him. Andrews Kurth LLP has not
    rendered an opinion on the state, local or foreign tax
    consequences of an investment in us.
 146




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##### Table of Contents



INVESTMENT
    IN QUICKSILVER GAS SERVICES LP
    BY EMPLOYEE BENEFIT PLANS    
    whether the investment is prudent under
    Section 404(a)(1)(B) of ERISA;
    whether in making the investment, that plan will satisfy the
    diversification requirements of Section 404(a)(1)(C) of
    ERISA; and
    whether the investment will result in recognition of unrelated
    business taxable income by the plan and, if so, the potential
    after-tax investment return. Please read Material Tax
    Consequences  Tax-Exempt Organizations and Other
    Investors.                   147




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##### Table of Contents



UNDERWRITING    
 Number ofUnderwriters

Common UnitsUBS Securities LLCGoldman, Sachs &
    Co.A.G. Edwards & Sons, Inc.J.P. Morgan Securities Inc.Fortis Securities LLCTotal


5,000,000  
      
    receipt and acceptance of our common units by the underwriters;
    the validity of the representations and warranties made to the
    underwriters;
    the absence of any material change in the financial markets;
    our delivery of customary closing documents to the
    underwriters; and
    the underwriters right to reject orders in whole or in
    part.     Option to
    Purchase Additional Common Units   
 Commissions
    and Discounts   148




---



##### Table of Contents



FullNo Exercise


ExercisePer Unit

$



$Total

$



$      No Sales
    of Similar Securities  lock-up lock-up 180-day 18-day
  lock-up lock-up
 Indemnification   Directed
    Unit Program   
 149




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##### Table of Contents



NYSE
    Arca   
 Price
    Stabilization, Short Positions    
    stabilizing transactions;
    short sales;
    purchases to cover positions created by short sales;
    imposition of penalty bids; and
    syndicate covering transactions.          over-the-counter
 Determination
    of Offering Price    
    the information set forth in this prospectus and otherwise
    available to the representatives; 150




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##### Table of Contents




    our history and prospects, and the history and prospects of the
    industry in which we compete;
    our past and present financial performance and an assessment of
    the directors and officers of our general partner;
    our prospects for future earnings and cash flow and the present
    state of our development;
    the general condition of the securities markets at the time of
    this offering;
    the recent market prices of, and demand for, publicly traded
    common units of generally comparable master limited
    partnerships; and
    other factors deemed relevant by the underwriters and us.  Electronic
    Distribution  and/or
 
  and/or
 
  Discretionary
    Sales    Stamp
    Taxes    Affiliations   
 NASD
    Conduct Rules   
 151




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##### Table of Contents



VALIDITY
    OF THE COMMON UNITS    EXPERTS        WHERE YOU
    CAN FIND MORE INFORMATION  Form S-l 1-800-SEC-0330. http://www.sec.gov.
    FORWARD-LOOKING
    STATEMENTS   152




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##### Table of Contents




    changes in general economic conditions;
    competitive conditions in our industry;
    actions taken by third-party operators, processors and
    transporters;
    changes in the availability and cost of capital;
    operating hazards, natural disasters, weather-related delays,
    casualty losses and other matters beyond our control;
    the effects of existing and future laws and governmental
    regulations;
    the effects of future litigation; and
    certain factors discussed elsewhere in this prospectus.   153




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##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS  
 Quicksilver Gas
    Services LP Unaudited Pro Forma Combined Financial
    Statements:Introduction


F-2Unaudited Pro Forma
    Combined Balance Sheet at March 31, 2007


F-3Unaudited Pro Forma
    Combined Statement of Operations for the Year Ended
    December 31, 2006


F-4Unaudited Pro Forma
    Combined Statement of Operations for the Three Months Ended
    March 31, 2007


F-5Notes to Unaudited
    Pro Forma Combined Financial Statements


F-6Quicksilver Gas Services
    Predecessor Audited Combined Financial Statements:Report of
    Independent Registered Public Accounting Firm


F-9Combined Balance
    Sheets as of December 31, 2005 and 2006


F-10Combined Statements
    of Operations for the period from January 21, 2004
    (Inception) to December 31, 2004, and for the years ended
    December 31, 2005 and 2006


F-11Combined Statements
    of Cash Flows for the period from January 21, 2004
    (Inception) to December 31, 2004, and for the years ended
    December 31, 2005 and 2006


F-12Combined Statements
    of Net Parent Equity for the period from January 21, 2004
    (Inception) to December 31, 2004, and for the years ended
    December 31, 2005 and 2006


F-13Notes to Combined
    Financial Statements


F-14Quicksilver Gas Services
    Predecessor Unaudited Combined Financial Statements:Combined Balance
    Sheets as of December 31, 2006 and March 31,
    2007


F-21Combined Statements
    of Operations for the Three Month Periods Ended March 31,
    2006 and 2007


F-22Combined Statements
    of Cash Flows for the Three Month Periods Ended March 31,
    2006 and 2007


F-23Combined Statements
    of Net Parent Equity for the Three Month Periods Ended
    March 31, 2006 and 2007


F-24Notes to Unaudited
    Combined Financial Statements


F-25Quicksilver Gas Services LP
    Audited Balance Sheet:Report of
    Independent Registered Public Accounting Firm


F-33Balance Sheet as of
    February 6, 2007


F-34Note to Balance
    Sheet


F-35Quicksilver Gas Services GP LLC
    Audited Balance Sheet:Report of
    Independent Registered Public Accounting Firm


F-36Balance Sheet as of
    February 6, 2007


F-37Note to Balance
    Sheet


F-38  
 F-1




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  UNAUDITED
    PRO FORMA COMBINED FINANCIAL STATEMENTS
 Introduction       F-2




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
 UNAUDITED
    PRO FORMA COMBINED BALANCE SHEETMarch 31, 2007 AdjustmentsQuicksilver Gas


for Asset Sale








PartnershipServices Predecessor


and Partner





Adjustments for


Pro FormaHistorical


Contributions


Pro Forma


the Offering


as AdjustedASSETSCurrent assets:Cash and cash equivalents

$
2,976,409


$
29,500,000
(a)

$
32,476,409


$
100,000,000
(c)

$
2,976,409







(7,000,000
)(d)







(3,000,000
)(e)







50,000,000
(f)







306,329
(g)







(169,806,329
)(h)Trade accounts receivable


270,312







270,312







270,312Other current assets


472,258







472,258







472,258Total current assets


3,718,979



29,500,000



33,218,979



(29,500,000
)


3,718,979Property, plant and
    equipment  net


157,231,926



20,766,000
(b)


177,997,926







177,997,926Other assets


820,800







820,800



500,000
(e)


1,320,800Total assets

$
161,771,705


$
50,266,000


$
212,037,705


$
(29,000,000
)

$
183,037,705LIABILITIES, REDEEMABLE
    PARTNERS CAPITAL
    AND NET PARENT EQUITY/PARTNERS CAPITALCurrent liabilities:Accrued additions to property,
    plant and equipment

$
9,627,000


$



$
9,627,000


$



$
9,627,000Accounts payable and other


1,412,032







1,412,032







1,412,032Total current liabilities


11,039,032







11,039,032







11,039,032Long-term debt














50,000,000
(f)


50,306,329







306,329
(g)Repurchase obligation






29,500,000
(a)


29,500,000







29,500,000Asset retirement obligations


1,516,747







1,516,747







1,516,747Deferred income tax liabilities


175,597







175,597







175,597Redeemable partners capital


7,694,470







7,694,470



(7,694,470
)(h)


Commitments and contingent
    liabilities


















Net parent equity


141,345,859



20,766,000
(b)


162,111,859



(162,111,859
)(h)


Common unitholders 
    public, 5,816,873 units issued and outstanding














100,000,000
(c)


90,500,000







(7,000,000
)(d)







(2,500,000
)(e)Common unitholders 
    parent, 5,696,752 units issued and outstanding


















Subordinated
    unitholders  parent, 11,513,625 units issued and
    outstanding


















General partner interest,
    469,944 units issued and outstanding


















Total liabilities, redeemable
    partners capital and net parent equity/partners capital

$
161,771,705


$
50,266,000


$
212,037,705


$
(29,000,000
)

$
183,037,705  
   F-3




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  UNAUDITED
    PRO FORMA COMBINED STATEMENT OF OPERATIONS
 For
    the Year Ended December 31, 2006
  
 Adjustments forQuicksilver Gas


Asset SaleServices


and








Partnership ProPredecessor


Partner





Adjustments for the


Forma asHistorical


Contributions


Pro Forma


Offering


AdjustedRevenues:Gathering and transportation revenue

$
53,144


$



$
53,144


$



$
53,144Gathering and transportation
    revenue  parent


6,460,141







6,460,141







6,460,141Gas processing revenue


62,745







62,745







62,745Gas processing revenue 
    parent


7,342,261







7,342,261







7,342,261Total revenues


13,918,291







13,918,291







13,918,291Expenses:Operations and
    maintenance  parent


7,474,317







7,474,317







7,474,317General and
    administrative  parent


937,000







937,000







937,000Depreciation and amortization


2,963,253







2,963,253







2,963,253Total expenses


11,374,570







11,374,570







11,374,570Operating income


2,543,721







2,543,721







2,543,721Other (income) expense


(12,639
)






(12,639
)






(12,639
)Interest expense






2,610,750
(i)


2,610,750



4,549,047
(j)


7,159,797Income (loss) before income tax


2,556,360



(2,610,750
)


(54,390
)


(4,549,047
)


(4,603,437
)Income tax provision


135,000







135,000







135,000Net income (loss)

$
2,421,360


$
(2,610,750
)

$
(189,390
)

$
(4,549,047
)

$
(4,738,437
)General partners interest in
    net income (loss)

















$
(94,769
)Limited partners interest in
    net income (loss)

















$
(4,643,668
)Net income (loss) per limited
    partners unit

















$
(0.20
)Weighted average number of limited
    partners units outstanding


















23,027,750  
   F-4




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  UNAUDITED
    PRO FORMA COMBINED STATEMENT OF OPERATIONS
 For the
    Three Months Ended March 31, 2007
  
 Quicksilver GasServices


Adjustments for Asset








PartnershipPredecessor


Sale and Partner





Adjustments for


Pro FormaHistorical


Contributions


Pro Forma


the Offering


AdjustedRevenues:Gathering and transportation
    revenue

$
191,369


$



$
191,369


$



$
191,369Gathering and transportation
    revenue  parent


2,410,708







2,410,708







2,410,708Gas processing revenue


267,154







267,154







267,154Gas processing revenue 
    parent


2,502,517







2,502,517







2,502,517Total revenues


5,371,748







5,371,748







5,371,748Expenses:Operations and
    maintenance  parent


2,717,339







2,717,339







2,717,339General and
    administrative  parent


496,015







496,015







496,015Depreciation and amortization


1,294,734







1,294,734







1,294,734Total expenses


4,508,088







4,508,088







4,508,088Operating income


863,660







863,660







863,660Other (income) expense


(12,204
)






(12,204
)






(12,204
)Interest expense






634,250
(i)


634,250



1,105,820
(j)


1,740,070Income (loss) before income tax


875,864



(634,250
)


241,614



(1,105,820
)


(864,206
)Income tax provision


40,597







40,597







40,597Net income (loss)

$
835,267


$
(634,250
)

$
201,017


$
(1,105,820
)

$
(904,803
)General partners interest in
    net income (loss)

















$
(18,096
)Limited partners interest in
    net income (loss)

















$
(886,707
)Net income (loss) per limited
    partners unit

















$
(0.04
)Weighted average number of limited
    partners units outstanding


















23,027,750  
   F-5




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  NOTES TO
    UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation, Transactions and the Offering      
    the sale to Quicksilver of certain pipeline and gathering assets; 
  
    the additional capital contributions by Quicksilver subsequent
    to March 31, 2007; 
  
    the issuance by us of common units to the public;
    the payment of estimated underwriting discounts and fees and
    other expenses;
    the payment of estimated related formation expenses;
    the proceeds received from borrowings under our revolving credit
    facility;
    the proceeds received from a subordinated note payable to
    Quicksilver;
    the payment of arrangement fees for our revolving credit
    facility;
    the distribution to Quicksilver and the Private Investors from
    this offering for reimbursement of capital expenditures;
    the imputed interest related to the repurchase obligation of
    certain pipeline and gathering assets from Quicksilver; and
    the payment of interest expense related to the borrowing under
    our revolving credit facility and our subordinated note payable
    to Quicksilver.  Schedule K-1
  2.
    Pro Forma
    Adjustments and Assumptions 
   
 
   
 F-6




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  NOTES TO
    UNAUDITED PRO FORMA COMBINED FINANCIAL
    STATEMENTS  (Continued)
   
   
  Accounting for
    the Sales of Real Estate,
  Accounting for Leases,
 
   
 
   
 
   
     
   
 
   
 
   
   F-7




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  NOTES TO
    UNAUDITED PRO FORMA COMBINED FINANCIAL
    STATEMENTS  (Continued)
 
   
 
 
 
   
 
   
  3.
    Pro Forma
    Net Income (Loss) per Unit 
   
 
   
 F-8




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
    F-9




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
 COMBINED
    BALANCE SHEETS  December 31,2005


2006ASSETSCurrent assets:Cash and cash equivalents

$



$
2,797,239Trade accounts receivable






66,514Other current assets






146,540Total current assets






3,010,293Property, plant and
    equipment  net


53,782,987



130,791,472Other assets






820,800Total assets

$
53,782,987


$
134,622,565LIABILITIES, REDEEMABLE
    PARTNERS CAPITAL AND NET PARENT EQUITYCurrent liabilities:Accrued additions to property,
    plant and equipment

$
4,649,379


$
6,607,957Accounts payable and other


155,408



1,293,746Total current liabilities


4,804,787



7,901,703Asset retirement obligations


28,729



502,652Deferred income tax liabilities






135,000Redeemable partners capital






7,430,872Commitments and contingent
    liabilities






Net parent equity


48,949,471



118,652,338Total liabilities, redeemable
    partners capital and net parent equity

$
53,782,987


$
134,622,565    F-10




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF OPERATIONS
  Period fromJanuary 21,2004(Inception) to


Year EndedDecember 31,


December 31,2004


2005


2006Revenues:Gathering and transportation
    revenue

$



$



$
53,144Gathering and transportation
    revenue  parent


36,190



2,041,644



6,460,141Gas processing revenue










62,745Gas processing revenue 
    parent






2,826,403



7,342,261Total revenues


36,190



4,868,047



13,918,291Expenses:Operations and
    maintenance  parent


13,675



2,371,476



7,474,317General and
    administrative  parent


12,000



329,000



937,000Depreciation and amortization


7,930



614,371



2,963,253Total expenses


33,605



3,314,847



11,374,570Operating income


2,585



1,553,200



2,543,721Other income










12,639Income before income taxes


2,585



1,553,200



2,556,360Income tax provision










135,000Net income

$
2,585


$
1,553,200


$
2,421,360    F-11




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF CASH FLOWS
  Period fromJanuary 21,2004(Inception) to


Year EndedDecember 31,


December 31,2004


2005


2006Operating activities:Net income

$
2,585


$
1,553,200


$
2,421,360Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


7,930



613,597



2,942,322Accretion of asset retirement
    obligation






774



20,931Deferred income tax expense










135,000Changes in assets and liabilities:Accounts receivable










(66,514
)Other current assets










(146,540
)Accounts payable and other


18,316



137,092



1,138,338Net cash provided by operating
    activities


28,831



2,304,663



6,444,897Investing activities:Additions to property, plant and
    equipment


(6,019,601
)


(43,707,579
)


(77,539,237
)Long-term deposit










(820,800
)Net cash used in investing
    activities


(6,019,601
)


(43,707,579
)


(78,360,037
)Financing activities:Contributions by parent, net


5,990,770



41,402,916



67,421,281Contributions by other partners










7,291,098Net cash provided by financing
    activities


5,990,770



41,402,916



74,712,379NET INCREASE IN CASH AND CASH
    EQUIVALENTS










2,797,239CASH AND CASH
    EQUIVALENTS  Beginning of period










CASH AND CASH
    EQUIVALENTS  End of period

$



$



$
2,797,239Noncash changes in working capital
    related to acquisition of property, plant and equipment

$
(591,335
)

$
(4,058,044
)

$
(1,958,578
)    F-12




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF NET PARENT EQUITY
  Balance  Date of
    inception, January 21, 2004

$
Net change in parent contributions


5,990,770Net income


2,585Balance 
    December 31, 2004


5,993,355Net change in parent contributions


41,402,916Net income


1,553,200Balance 
    December 31, 2005


48,949,471Net change in parent contributions


67,421,281Net income


2,281,586Balance 
    December 31, 2006

$
118,652,338    F-13




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSORNOTES TO COMBINED FINANCIAL STATEMENTS
    PERIOD FROM JANUARY 21, 2004 (DATE OF INCEPTION) TO
    DECEMBER 31, 2004
    AND THE YEARS ENDED DECEMBER 31, 2005 AND 2006
  1.
    DESCRIPTION
    OF BUSINESS AND BASIS OF PRESENTATION           F-14




---



##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Reclassification
  Property, Plant and Equipment
    Asset Retirement Obligations Accounting for Asset Retirement
    Obligations Accounting for Conditional Asset Retirement Obligations and/or
  Other Assets
  Impairment of Long-Lived Assets
 F-15




---



##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   Environmental Liabilities and/or
  Redeemable Partners Capital
  Revenue Recognition
    Income Taxes
  Segment Information Disclosures about Segments of an Enterprise and Related
    Information,
  Use of Estimates
  Recent Accounting Pronouncements
 F-16




---



##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value
    Measurements
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement No.
    109
    3.
    PROPERTY,
    PLANT AND EQUIPMENT AND ASSET RETIREMENT OBLIGATIONS    Depreciable


December 31,Life


2005


2006Gathering and transportation
    systems


20 years


$
31,265,494


$
36,572,249Processing plants


20-25 years







53,034,689Rights-of-way
    and easements


20 years



5,297,052



13,135,129Construction in progress






17,841,968



31,612,58154,404,514



134,354,648Less: accumulated depreciation and
    amortization






(621,527
)


(3,563,176
)Net property, plant and equipment





$
53,782,987


$
130,791,472    F-17




---



##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   Asset Retirement Obligations
  Asset retirement
    obligations  January 1, 2005

$
Addition to asset retirement
    obligations


27,955Accretion


774Asset retirement
    obligations  December 31, 2005


28,729Addition to asset retirement
    obligations


452,992Accretion


20,931Asset retirement
    obligations  December 31, 2006

$
502,652     4.
    RELATED
    PARTY TRANSACTIONS  Centralized cash management
    Services to affiliates
  Allocation of costs
 F-18




---



##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
     
 Period fromJanuary 21, 2004(inception) to


Year EndedDecember 31,


December 31,2004


2005


2006Net parent equityBeginning balance

$



$
5,993,355


$
48,949,471Net change in parent advances:Contribution of property, plant
    and equipment


6,019,601



43,707,579



77,539,238Revenue settled with parent


(36,190
)


(4,868,047
)


(13,802,402
)Payments received by parent for
    trade accounts receivable










(49,375
)Payments made to settle expense by
    parent


5,359



2,284,384



6,664,969Allocation of general and
    administrative overhead


2,000



279,000



667,000Contribution of long term deposit










820,800Contribution of other current
    assets










87,498Distributions to parent










(4,506,447
)Net change in parent advances


5,990,770



41,402,916



67,421,281Parent share of net income


2,585



1,553,200



2,281,586Ending Balance

$
5,993,355


$
48,949,471


$
118,652,338General and administrative
    expense  parentGeneral and administrative
    overhead allocation

$
2,000


$
279,000


$
667,000Management fee










180,000Audit fees


10,000



50,000



90,000Total general and
    administrative  parent

$
12,000


$
329,000


$
937,000  
  5.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS    6.
    COMMITMENTS
    AND CONTINGENT LIABILITIES  Commitments
   F-19




---



##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   Litigation
  Casualties or Other Risks.
      Regulatory Compliance
  Environmental
  7.
    INCOME
    TAXES  Accounting for
    Income Taxes
       F-20




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    BALANCE SHEETS
  December 31,


March 31,2006


2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
2,797,239


$
2,976,409Trade accounts receivable


66,514



270,312Other current assets


146,540



472,258Total current assets


3,010,293



3,718,979Property, plant and
    equipment  net


130,791,472



157,231,926Other assets


820,800



820,800Total assets

$
134,622,565


$
161,771,705LIABILITIES, REDEEMABLE
    PARTNERS CAPITAL AND NET PARENT EQUITYCurrent liabilities:Accrued additions to property,
    plant and equipment

$
6,607,957


$
9,627,000Accounts payable and other


1,293,746



1,412,032Total current liabilities


7,901,703



11,039,032Asset retirement obligations


502,652



1,516,747Deferred income tax liabilities


135,000



175,597Redeemable partners capital


7,430,872



7,694,470Commitments and contingent
    liabilities






Net parent equity


118,652,338



141,345,859Total liabilities, redeemable
    partners capital and net parent equity

$
134,622,565


$
161,771,705    F-21




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF OPERATIONS
  Three Month Period EndedMarch 31,2006


2007(Unaudited)Revenues:Gathering and transportation
    revenue

$



$
191,369Gathering and transportation
    revenue  parent


1,193,086



2,410,708Gas processing revenue






267,154Gas processing revenue 
    parent


1,404,431



2,502,517Total revenues


2,597,517



5,371,748Expenses:Operations and
    maintenance  parent


1,152,445



2,717,339General and
    administrative  parent


166,000



496,015Depreciation and amortization


366,871



1,294,734Total expenses


1,685,316



4,508,088Operating income


912,201



863,660Other income






12,204Income before income taxes


912,201



875,864Income tax provision






40,597Net income

$
912,201


$
835,267    F-22




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF CASH FLOWS
  Three Month Period EndedMarch 31,2006


2007(Unaudited)Operating activities:Net income

$
912,201


$
835,267Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


366,098



1,287,186Accretion of asset retirement
    obligation


773



7,548Deferred income tax expense






40,597Changes in assets and liabilities:Accounts receivable






(203,798
)Other current assets






(325,718
)Accounts payable and other


308,621



118,286Net cash provided by operating
    activities


1,587,693



1,759,368Investing activities:Additions to property, plant and
    equipment


(18,921,831
)


(23,702,050
)Net cash used in investing
    activities


(18,921,831
)


(23,702,050
)Financing activities:Contributions by parent, net


17,334,138



21,954,876Contributions by other partners






166,976Net cash provided by financing
    activities


17,334,138



22,121,852NET INCREASE IN CASH AND CASH
    EQUIVALENTS






179,170CASH AND CASH
    EQUIVALENTS  Beginning of period






2,797,239CASH AND CASH
    EQUIVALENTS  End of period

$



$
2,976,409Noncash changes in working capital
    related to acquisition of property, plant and equipment

$
(2,810,621
)

$
(3,019,043
)    F-23




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED STATEMENTS OF NET PARENT EQUITY
  Balance 
    December 31, 2006

$
118,652,338Net change in parent contributions


21,954,876Net income


738,645Balance  March 31,
    2007

$
141,345,859    F-24




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  NOTES TO
    UNAUDITED COMBINED FINANCIAL STATEMENTS
   1.
    DESCRIPTION
    OF BUSINESS AND BASIS OF PRESENTATION           F-25




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##### Table of Contents



NOTES TO
    UNAUDITED COMBINED FINANCIAL
    STATEMENTS  (Continued)
   2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Property, Plant and Equipment
    Asset Retirement Obligations Accounting for Asset Retirement Obligations, Accounting for
    Conditional Asset Retirement Obligations , and/or
  Other Assets
  Impairment of Long-Lived Assets
  Environmental Liabilities and/or
  Redeemable Partners Capital
 F-26




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##### Table of Contents



NOTES TO
    UNAUDITED COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Revenue Recognition
    Income Taxes
  Segment Information Disclosures about Segments of an Enterprise and Related
    Information,
  Use of Estimates
  Recent Accounting Pronouncements Share-Based Payment,
  Fair
    Value Measurements.
 F-27




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##### Table of Contents



NOTES TO
    UNAUDITED COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Uncertainty in Income Taxes 
    an interpretation of FASB Statement No. 109
    3.
    PROPERTY,
    PLANT AND EQUIPMENT AND ASSET RETIREMENT OBLIGATIONS    Depreciable


December 31,


March 31,Life


2006


2007(Unaudited)Gathering and transportation
    systems


20 years


$
36,572,249


$
60,563,754Processing plants


20-25 years



53,034,689



77,971,519Rights-of-way
    and easements


20 years



13,135,129



16,137,156Construction in progress






31,612,581



7,409,857134,354,648



162,082,286Less: accumulated depreciation and
    amortization






(3,563,176
)


(4,850,360
)Net property, plant and equipment





$
130,791,472


$
157,231,926     Asset Retirement Obligations
  Asset retirement
    obligations  December 31, 2006

$
502,652Addition to asset retirement
    obligations (unaudited)


1,006,547Accretion (unaudited)


7,548Asset retirement
    obligations  March 31, 2007 (unaudited)

$
1,516,747     4.
    RELATED
    PARTY TRANSACTIONS  Centralized cash management
 F-28




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##### Table of Contents



NOTES TO
    UNAUDITED COMBINED FINANCIAL
    STATEMENTS  (Continued)
      Services to affiliates
  Allocation of costs
    
 Three Months EndedMarch 31,2006


2007Net parent equityBeginning balance

$
48,949,471


$
118,652,338Net change in parent advances:Contribution of property, plant
    and equipment


19,472,647



23,694,889Revenue settled with parent


(2,597,517
)


(4,913,225
)Payments received by parent for
    trade accounts receivable






(254,725
)Payments made to settle expenses
    by parent


315,008



2,776,961Allocation of general and
    administrative overhead


144,000



342,000Contribution of other current
    assets






308,976Distributions to parent






Net change in parent advances


17,334,138



21,954,876Parent share of net income


912,201



738,645Ending Balance

$
67,195,810


$
141,345,859General and administrative
    expense  parentGeneral and administrative
    overhead allocation

$
144,000


$
342,000Management fee






60,000Audit fees


22,000



83,360Insurance expense






10,655Total general and
    administrative  parent

$
166,000


$
496,015  
 F-29




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##### Table of Contents



NOTES TO
    UNAUDITED COMBINED FINANCIAL
    STATEMENTS  (Continued)
  5.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS    6.
    COMMITMENTS
    AND CONTINGENT LIABILITIES  Commitments
   
   
      Litigation
  Casualties or Other Risks
   F-30




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##### Table of Contents



NOTES TO
    UNAUDITED COMBINED FINANCIAL
    STATEMENTS  (Continued)
       Regulatory Compliance
  Environmental
  7.
    INCOME
    TAXES  Accounting for
    Income Taxes
     
  8.
    SUBSEQUENT
    EVENTS 
 
   
 F-31




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##### Table of Contents



NOTES TO
    UNAUDITED COMBINED FINANCIAL
    STATEMENTS  (Continued)
 
   
 
   
 
   
   F-32




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
    F-33




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  Balance
    Sheet
 February 6,
    2007
  ASSETSCash

$
1,000Total assets

$
1,000PARTNERS EQUITYLimited partner

$
980General partner


20Total partners equity

$
1,000    F-34




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  Note
    to Balance Sheet
 February 6,
    2007
  (1) Organization
     F-35




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
    F-36




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES GP LLC
  Balance
    Sheet
 February 6,
    2007
  ASSETSCash

$
980Investment in Quicksilver Gas
    Services LP


20Total Assets

$
1,000MEMBERS EQUITYMembers Equity

$
1,000Total members equity

$
1,000    F-37




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES GP LLC
  Note
    to Balance Sheet
 February 6,
    2007
  (1)  Organization
     F-38




---



##### Table of Contents



APPENDIX A   FIRST
    AMENDED AND RESTATED
    AGREEMENT OF LIMITED PARTNERSHIP
    OF
    QUICKSILVER GAS SERVICES LP
 
 A-1




---



##### Table of Contents



FIRST
    AMENDED AND RESTATED
    AGREEMENT OF LIMITED PARTNERSHIP
    OF
    QUICKSILVER GAS SERVICES LP




---



##### Table of Contents



TABLE OF
    CONTENTS
  
 ARTICLE I
    DEFINITIONSSection 1.1


Definitions


A-1Section 1.2


Construction


A-17ARTICLE II
    ORGANIZATIONSection 2.1


Formation


A-18Section 2.2


Name


A-18Section 2.3


Registered Office; Registered
    Agent; Principal Office; Other Offices


A-18Section 2.4


Purpose and Business


A-18Section 2.5


Powers


A-19Section 2.6


Power of Attorney


A-19Section 2.7


Term


A-20Section 2.8


Title to Partnership Assets


A-20ARTICLE III
    RIGHTS OF LIMITED PARTNERSSection 3.1


Limitation of Liability


A-20Section 3.2


Management of Business


A-20Section 3.3


Outside Activities of the Limited
    Partners


A-20Section 3.4


Rights of Limited Partners


A-21ARTICLE IV
    CERTIFICATES; RECORD HOLDERS; TRANSFER OF 
    PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTSSection 4.1


Certificates


A-21Section 4.2


Mutilated, Destroyed, Lost or
    Stolen Certificates


A-22Section 4.3


Record Holders


A-22Section 4.4


Transfer Generally


A-23Section 4.5


Registration and Transfer of
    Limited Partner Interests


A-23Section 4.6


Transfer of the General
    Partners General Partner Interest


A-24Section 4.7


Transfer of Incentive Distribution
    Rights


A-24Section 4.8


Restrictions on Transfers


A-24Section 4.9


Citizenship Certificates;
    Non-citizen Assignees


A-25Section 4.10


Redemption of
    Partnership Interests of Non-citizen Assignees


A-26 
 QUICKSILVER GAS SERVICES LP
    FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
 A-i




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##### Table of Contents



ARTICLE V
    CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTSSection 5.1


Organizational Contributions


A-27Section 5.2


Contributions by the General
    Partner and its Affiliates


A-27Section 5.3


Contributions by Initial Limited
    Partners


A-28Section 5.4


Interest and Withdrawal


A-28Section 5.5


Capital Accounts


A-28Section 5.6


Issuances of Additional
    Partnership Securities


A-30Section 5.7


Conversion of Subordinated Units


A-31Section 5.8


Limited Preemptive Right


A-32Section 5.9


Splits and Combinations


A-32Section 5.10


Fully Paid and Non-Assessable
    Nature of Limited Partner Interests


A-33Section 5.11


Issuance of Class B Units in
    Connection with Reset of Incentive Distribution Rights


A-33ARTICLE VI
    ALLOCATIONS AND DISTRIBUTIONSSection 6.1


Allocations for Capital Account
    Purposes


A-34Section 6.2


Allocations for Tax Purposes


A-41Section 6.3


Requirement and Characterization
    of Distributions; Distributions to Record Holders


A-42Section 6.4


Distributions of Available Cash
    from Operating Surplus


A-43Section 6.5


Distributions of Available Cash
    from Capital Surplus


A-44Section 6.6


Adjustment of Minimum Quarterly
    Distribution and Target Distribution Levels


A-44Section 6.7


Special Provisions Relating to the
    Holders of Subordinated Units and Class B Units


A-45Section 6.8


Special Provisions Relating to the
    Holders of Incentive Distribution Rights


A-46Section 6.9


Entity-Level Taxation


A-46ARTICLE VII
    MANAGEMENT AND OPERATION OF BUSINESSSection 7.1


Management


A-46Section 7.2


Certificate of Limited Partnership


A-48Section 7.3


Restrictions on the General
    Partners Authority


A-48Section 7.4


Reimbursement of the General
    Partner


A-48Section 7.5


Outside Activities


A-49Section 7.6


Loans from the General Partner;
    Loans or Contributions from the Partnership or Group Members


A-50Section 7.7


Indemnification


A-51Section 7.8


Liability of Indemnitees


A-52Section 7.9


Resolution of Conflicts of
    Interest; Standards of Conduct and Modification of Duties


A-52Section 7.10


Other Matters Concerning the
    General Partner


A-54Section 7.11


Purchase or Sale of Partnership
    Securities


A-54Section 7.12


Registration Rights of the General
    Partner and its Affiliates


A-54Section 7.13


Reliance by Third Parties


A-57 
 QUICKSILVER GAS SERVICES LP
    FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
 A-ii




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##### Table of Contents



ARTICLE VIII
    BOOKS, RECORDS, ACCOUNTING AND REPORTSSection 8.1


Records and Accounting


A-57Section 8.2


Fiscal Year


A-57Section 8.3


Reports


A-57ARTICLE IX
    TAX MATTERSSection 9.1


Tax Returns and Information


A-58Section 9.2


Tax Elections


A-58Section 9.3


Tax Controversies


A-58Section 9.4


Withholding


A-58ARTICLE X
    ADMISSION OF PARTNERSSection 10.1


Admission of Limited Partners


A-59Section 10.2


Admission of Successor General
    Partner


A-59Section 10.3


Amendment of Agreement and
    Certificate of Limited Partnership


A-60ARTICLE XI
    WITHDRAWAL OR REMOVAL OF PARTNERSSection 11.1


Withdrawal of the General Partner


A-60Section 11.2


Removal of the General Partner


A-61Section 11.3


Interest of Departing General
    Partner and Successor General Partner


A-61Section 11.4


Termination of Subordination
    Period, Conversion of Subordinated Units and Extinguishment of
    Cumulative Common Unit Arrearages


A-63Section 11.5


Withdrawal of Limited Partners


A-63ARTICLE XII
    DISSOLUTION AND LIQUIDATIONSection 12.1


Dissolution


A-63Section 12.2


Continuation of the Business of
    the Partnership After Dissolution


A-63Section 12.3


Liquidator


A-64Section 12.4


Liquidation


A-64Section 12.5


Cancellation of Certificate of
    Limited Partnership


A-65Section 12.6


Return of Contributions


A-65Section 12.7


Waiver of Partition


A-65Section 12.8


Capital Account Restoration


A-65 
 QUICKSILVER GAS SERVICES LP
    FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
 A-iii




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##### Table of Contents



ARTICLE XIII
    AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATESection 13.1


Amendments to be Adopted Solely by
    the General Partner


A-65Section 13.2


Amendment Procedures


A-67Section 13.3


Amendment Requirements


A-67Section 13.4


Special Meetings


A-67Section 13.5


Notice of a Meeting


A-68Section 13.6


Record Date


A-68Section 13.7


Adjournment


A-68Section 13.8


Waiver of Notice; Approval of
    Meeting; Approval of Minutes


A-68Section 13.9


Quorum and Voting


A-69Section 13.10


Conduct of a Meeting


A-69Section 13.11


Action Without a Meeting


A-69Section 13.12


Right to Vote and Related Matters


A-70ARTICLE XIV
    MERGER, CONSOLIDATION OR CONVERSIONSection 14.1


Authority


A-70Section 14.2


Procedure for Merger,
    Consolidation or Conversion


A-70Section 14.3


Approval by Limited Partners


A-72Section 14.4


Certificate of Merger


A-73Section 14.5


Effect of Merger, Consolidation or
    Conversion


A-73ARTICLE XV
    RIGHT TO ACQUIRE LIMITED PARTNER INTERESTSSection 15.1


Right to Acquire Limited Partner
    Interests


A-74ARTICLE XVI
    GENERAL PROVISIONSSection 16.1


Addresses and Notices; Written
    Communications


A-75Section 16.2


Further Action


A-75Section 16.3


Binding Effect


A-76Section 16.4


Integration


A-76Section 16.5


Creditors


A-76Section 16.6


Waiver


A-76Section 16.7


Third-Party Beneficiaries


A-76Section 16.8


Counterparts


A-76Section 16.9


Applicable Law


A-76Section 16.10


Invalidity of Provisions


A-76Section 16.11


Consent of Partners


A-76Section 16.12


Facsimile Signatures


A-76  
 QUICKSILVER GAS SERVICES LP
    FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
 A-iv




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##### Table of Contents



FIRST
    AMENDED AND RESTATED AGREEMENT OF
    LIMITED PARTNERSHIP OF QUICKSILVER GAS SERVICES LP
    ARTICLE I
  DEFINITIONS
  Section Definitions.
   
  Acquisition
 
  Additional Book Basis Book-Up
  Book-Up Book-Up
  provided
  Additional Book Basis Derivative Items Excess Additional Book
    Basis
  Adjusted Capital Account Regulation Section 1.704-1(b)(2)(ii)(c) Regulation Sections 1.704-2(g)
 A-1




---



##### Table of Contents



Section 1.751-1(b)(2)(ii), Regulation Section 1.704-1(b)(2)(ii)(d)
  Adjusted Operating Surplus
  Adjusted Property
  Affiliate
  Aggregate Quantity of Class B Units
  Aggregate Remaining Net Positive Adjustments
  Agreed Allocation
  Agreed Value
  Agreement
  Associate
 A-2




---



##### Table of Contents



Available Cash
   
   
  provided, however provided
    further
  Available Cash
  Board of Directors
  Book Basis Derivative Items
  Book-Down Event
  Book-Tax Disparity
  Book-Up
    Event
  Business Day
 A-3




---



##### Table of Contents



Capital Account Capital Account
  Capital Contribution
 
  Capital Improvement
 
  Capital Surplus
  Carrying Value
  Cause
  Certificate
  Certificate of Limited Partnership
  Citizenship Certification
 A-4




---



##### Table of Contents



claim
  Class B Units
  Closing Date
  Closing Price
  Code
  Combined Interest
 
  Commences Commercial Service
 
  Commission
  Commodity Hedge Contract
  Common Unit
  Common Unit Arrearage
  Conflicts Committee
  Contributed Property
  Contribution Agreement
  Converted Common Units
  Cowtown Entities
 A-5




---



##### Table of Contents



Credit Agreement
  Cumulative Common Unit Arrearage
  Curative Allocation
  Current Market Price
  Delaware Act Section 17-101,
  Departing General Partner
  Depositary
  Economic Risk of Loss Regulation Section 1.752-2(a).
  Eligible Citizen
  Estimated Incremental Quarterly Tax Amount
  Estimated Maintenance Capital Expenditures
  Event of Withdrawal
  Expansion Capital Expenditures
 A-6




---



##### Table of Contents



Final Subordinated Units
  First Liquidation Target Amount
 
  First Target Distribution
 
  Fully Diluted Basis provided, however, provided,
  General Partner
  General Partner Interest
  General Partner Unit
  Group
  Group Member
  Group Member Agreement
 A-7




---



##### Table of Contents



Holder
  Holdings
  IDR Reset Election
  Incentive Distribution Right
  Incentive Distributions
  Incremental Income Taxes
  Indemnified Persons
  Indemnitee provided
  Initial Common Units
  Initial Limited Partners
  Initial Offering
  Initial Unit Price
  Interim Capital Transactions
 A-8




---



##### Table of Contents



Investment Capital Expenditures
  Issue Price
  Limited Partner provided, however
  Limited Partner Interest provided, however
  Liquidation Date
  Liquidator
 
  Maintenance Capital Expenditures
 
 A-9




---



##### Table of Contents



Merger Agreement
 
  Minimum Quarterly Distribution
 
  National Securities Exchange
  Net Agreed Value
  Net Income provided,
  Net Loss provided,
  Net Positive Adjustments Book-Up
  Net Termination Gain
  Net Termination Loss
 A-10




---



##### Table of Contents



Non-citizen Assignee
  Nonrecourse Built-in Gain
  Nonrecourse Deductions Regulation Section 1.704-2(b),
  Nonrecourse Liability Regulation Section 1.752-1(a)(2).
  Notice of Election to Purchase
  Omnibus Agreement
  Operating Company
  Operating Expenditures provided further
         A-11




---



##### Table of Contents



Operating Surplus
  less
    provided, however
  Operating
    Surplus
  Opinion of Counsel
  Option Closing Date
  Organizational Limited Partner
  Outstanding provided, however provided,
 A-12




---



##### Table of Contents



provided
  Over-Allotment Option
  Partner Nonrecourse Debt Regulation Section 1.704-2(b)(4).
  Partner Nonrecourse Debt Minimum Gain Regulation Section 1.704-2(i)(2).
  Partner Nonrecourse Deductions Regulation Section 1.704-2(i),
  Partners
  Partnership
  Partnership Group
  Partnership Interest
  Partnership Minimum Gain Regulation Section 1.704-2(d).
  Partnership Security
  Per Unit Capital Amount
  Percentage Interest
  Person
  Private Investors
  Pro Rata
 A-13




---



##### Table of Contents



Purchase Date
  Quarter
  Quicksilver
  Recapture Income
  Record Date
  Record Holder
  Redeemable Interests
  Registration Statement Form S-1 No. 333-140599)
  Remaining Net Positive Adjustments
  Required Allocations
  Reset MQD
  Reset Notice
 A-14




---



##### Table of Contents



Residual Gain or Residual Loss
  Retained Converted Subordinated Unit
  Second Liquidation Target Amount
 
  Second Target Distribution
 
  Secondment Agreement
  Securities Act
  Securities Exchange Act
  Share of Additional Book Basis Derivative
    Items
  Special Approval
  Subordinated Unit
  Subordination Period
 
  non-overlapping
 
 A-15




---



##### Table of Contents



Subsidiary
  Surviving Business Entity
  Target Distribution
  Third Liquidation Target Amount
 
  Third Target Distribution
 
  Trading Day
  transfer
  Transfer Agent
 A-16




---



##### Table of Contents



provided,
  Underwriter
  Underwriting Agreement
  Unit
 
  Unit Majority
 
  Unitholders
  Unpaid MQD
  Unrealized Gain
  Unrealized Loss
  Unrecovered Initial Unit Price
  U.S. GAAP
  Withdrawal Opinion of Counsel
  Working Capital Borrowings
  Section Construction.
   A-17




---



##### Table of Contents



ARTICLE II
  ORGANIZATION
  Section Formation.
    Section Name.
    Section Registered
    Office; Registered Agent; Principal Office; Other Offices.
    Section Purpose
    and Business.
  provided, however
 A-18




---



##### Table of Contents



Section Powers.
    Section Power
    of Attorney.
  attorneys-in-fact, attorney-in-fact,
    provided,
     A-19




---



##### Table of Contents



Section Term.
    Section Title
    to Partnership Assets.
  provided, however provided,
  ARTICLE III
  RIGHTS OF
    LIMITED PARTNERS
  Section Limitation
    of Liability.
    Section Management
    of Business.
  Section 17-303(a)
  Section Outside
    Activities of the Limited Partners.
   A-20




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##### Table of Contents



Section Rights
    of Limited Partners.
                  ARTICLE IV
  CERTIFICATES;
    RECORD HOLDERS; TRANSFER OF
 PARTNERSHIP
    INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
  Section Certificates.
 
  provided, however
 
 A-21




---



##### Table of Contents



provided, further,
 
  Section Mutilated,
    Destroyed, Lost or Stolen Certificates.
                  Section Record
    Holders.
   A-22




---



##### Table of Contents



and/or
 
  Section Transfer
    Generally.
  transfer,
      Section Registration
    and Transfer of Limited Partner Interests.
    provided
     A-23




---



##### Table of Contents



Section Transfer
    of the General Partners General Partner Interest.
        Section Transfer
    of Incentive Distribution Rights.
    Section Restrictions
    on Transfers.
     A-24




---



##### Table of Contents



provided
            Section Citizenship
    Certificates; Non-citizen Assignees.
  30-day
 A-25




---



##### Table of Contents



Section Redemption
    of Partnership Interests of Non-citizen Assignees.
  30-day
       A-26




---



##### Table of Contents



provided
  ARTICLE V
  CAPITAL
    CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
  Section Organizational
    Contributions.
 
   
  Section Contributions
    by the General Partner and its Affiliates.
 
   
 
   
 A-27




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##### Table of Contents



Section Contributions
    by Initial Limited Partners.
   
   
 
   
  Section Interest
    and Withdrawal.
  Section 17-502(b)
  Section Capital
    Accounts.
  Regulation Section 1.704-1(b)(2)(iv).
   A-28




---



##### Table of Contents



provided
                Retained Converted Subordinated
    Units
 A-29




---



##### Table of Contents



Regulation Section 1.704-1(b)(2)(iv)(f), provided, however
    Section Issuances
    of Additional Partnership Securities.
     A-30




---



##### Table of Contents



Section Conversion
    of Subordinated Units.
             A-31




---



##### Table of Contents



Section Limited
    Preemptive Right.
    Section Splits
    and Combinations.
       A-32




---



##### Table of Contents



Section Fully
    Paid and Non-Assessable Nature of Limited Partner Interests.
  Section 17-607
  Section Issuance
    of Class B Units in Connection with Reset of Incentive
    Distribution Rights.
 
  IDR
    Reset Election Aggregate
    Quantity of Class B Units
 
  Reset Notice
  provided, however
 A-33




---



##### Table of Contents



Reset MQD
    ARTICLE VI
  ALLOCATIONS
    AND DISTRIBUTIONS
  Section Allocations
    for Capital Account Purposes.
    Net Income.
     A-34




---



##### Table of Contents



provided, however
  Net Losses.
  provided
  provided
    provided, however
  Net Termination Gains and
    Losses. provided, however
       A-35




---



##### Table of Contents



Unpaid MQD
 
   
    First
    Liquidation Target Amount
  Second Liquidation Target
    Amount
  Third Liquidation Target
    Amount
   A-36




---



##### Table of Contents



Special Allocations.
  Partnership Minimum Gain
    Chargeback. Regulation Sections 1.704-2(f)(6), Regulation Section 1.704-2(f)
  Chargeback of Partner Nonrecourse Debt Minimum
    Gain. Regulation Sections 1.704-2(i)(4) Regulation Section 1.704-2(i)(4)
  Priority Allocations.
   A-37




---



##### Table of Contents



Qualified Income Offset. Regulation Sections 1.704-1(b)(2)(ii)(d)(4),
  Gross Income Allocations. Regulation Sections 1.704-2(g) provided,
  Nonrecourse Deductions.
 A-38




---



##### Table of Contents



Partner Nonrecourse
    Deductions. Section 1.704-2(i).
  Nonrecourse Liabilities. Section 1.752-3(a)(3),
  Code Section 754
    Adjustments. Section 1.704-1(b)(2)(iv)(m),
  Economic Uniformity.
  Final Subordinated
    Units
  Converted Common
    Units
 A-39




---



##### Table of Contents



Curative Allocation.
      Corrective Allocations.
    Book-Up
 A-40




---



##### Table of Contents



Section Allocations
    for Tax Purposes.
         
  Regulation Section 1.704-3(d)
 
    Regulation Section 1.167(c)-l(a)(6)
 A-41




---



##### Table of Contents



Regulation Section 1.1245-1(e),
  provided, however
  provided, however provided, further
    Section Requirement
    and Characterization of Distributions; Distributions to Record
    Holders.
  Section 17-607 Capital Surplus. Section 17-607
       A-42




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##### Table of Contents



Section Distributions
    of Available Cash from Operating Surplus.
  During Subordination
    Period. Section 17-607
 
   
 
   
 
   
          provided, however
  After Subordination Period.
 A-43




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##### Table of Contents



Section 17-607
            provided, however
  Section Distributions
    of Available Cash from Capital Surplus.
 
  Section 17-607
 
  Section Adjustment
    of Minimum Quarterly Distribution and Target Distribution
    Levels.
   A-44




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##### Table of Contents



Section Special
    Provisions Relating to the Holders of Subordinated Units and
    Class B Units.
  provided,
    however, provided, however
   
  provided, however
 
  provided, however provided, however
   A-45




---



##### Table of Contents



provided, however
  Section Special
    Provisions Relating to the Holders of Incentive Distribution
    Rights.
    Section Entity-Level Taxation.
  Incremental Income Taxes Estimated Incremental
    Quarterly Tax Amount provided
  ARTICLE VII
    Section Management.
   A-46




---



##### Table of Contents



A-47




---



##### Table of Contents



Section Certificate
    of Limited Partnership.
    Section Restrictions
    on the General Partners Authority.
  provided, however
  Section Reimbursement
    of the General Partner.
   A-48




---



##### Table of Contents



Section Outside
    Activities.
     A-49




---



##### Table of Contents



Section Loans
    from the General Partner; Loans or Contributions from the
    Partnership or Group Members.
  provided,
    however
     A-50




---



##### Table of Contents



Section Indemnification.
  provided provided
 
   
         A-51




---



##### Table of Contents



Section Liability
    of Indemnitees.
          Section Resolution
    of Conflicts of Interest; Standards of Conduct and Modification
    of Duties.
   A-52




---



##### Table of Contents



A-53




---



##### Table of Contents



Section Other
    Matters Concerning the General Partner.
      attorneys-in-fact
  Section Purchase
    or Sale of Partnership Securities.
  provided
  Section Registration
    Rights of the General Partner and its Affiliates.
  Holder provided, however provided further, however
 A-54




---



##### Table of Contents



provided, however
  provided, however provided further, however provided, however
  provided
 A-55




---



##### Table of Contents



Indemnified Persons provided, however
  provided, however
     A-56




---



##### Table of Contents



Section Reliance
    by Third Parties.
 
   
  ARTICLE VIII
    Section Records
    and Accounting.
  provided
  Section Fiscal
    Year.
    Section Reports.
   A-57




---



##### Table of Contents



ARTICLE IX
    Section Tax
    Returns and Information.
    Section Tax
    Elections.
      Section Tax
    Controversies.
    Section Withholding.
   A-58




---



##### Table of Contents



ARTICLE X
    Section Admission
    of Limited Partners.
          Section Admission
    of Successor General Partner.
  provided, however
 A-59




---



##### Table of Contents



Section Amendment
    of Agreement and Certificate of Limited Partnership.
    ARTICLE XI
    Section Withdrawal
    of the General Partner.
  Event of Withdrawal
        debtor-in-possession),
        provided
 A-60




---



##### Table of Contents



Withdrawal Opinion of
    Counsel
 
  Section Removal
    of the General Partner.
  2 3
  Section Interest
    of Departing General Partner and Successor General Partner.
   A-61




---



##### Table of Contents



Combined Interest
 
   
     A-62




---



##### Table of Contents



Section Termination
    of Subordination Period, Conversion of Subordinated Units and
    Extinguishment of Cumulative Common Unit Arrearages.
 
   
  Section Withdrawal
    of Limited Partners.
  provided, however
  ARTICLE XII
    Section Dissolution.
            Section Continuation
    of the Business of the Partnership After Dissolution.
   A-63




---



##### Table of Contents



provided
  Section Liquidator.
    Section Liquidation.
  Section 17-804
   A-64




---



##### Table of Contents



Regulation Section 1.704-1(b)(2)(ii)(g)),
  Section Cancellation
    of Certificate of Limited Partnership.
    Section Return
    of Contributions.
    Section Waiver
    of Partition.
    Section Capital
    Account Restoration.
    ARTICLE XIII
    Section Amendments
    to be Adopted Solely by the General Partner.
     A-65




---



##### Table of Contents



provided
           A-66




---



##### Table of Contents



Section Amendment
    Procedures.
  provided, however
  Section Amendment
    Requirements.
            Section Special
    Meetings.
   A-67




---



##### Table of Contents



Section Notice
    of a Meeting.
    Section Record
    Date.
    Section Adjournment.
    Section Waiver
    of Notice; Approval of Meeting; Approval of Minutes.
   A-68




---



##### Table of Contents



Section Quorum
    and Voting.
    Section Conduct
    of a Meeting.
    Section Action
    Without a Meeting.
   A-69




---



##### Table of Contents



Section Right
    to Vote and Related Matters.
  Outstanding
    ARTICLE XIV
    Section Authority.
  Merger
    Agreement Plan of Conversion
  Section Procedure
    for Merger, Consolidation or Conversion.
  provided, however
 
   
   A-70




---



##### Table of Contents



Surviving Business
    Entity
        provided
                  provided
 A-71




---



##### Table of Contents



Section Approval
    by Limited Partners.
            Section 17-211(g)
 A-72




---



##### Table of Contents



Section Certificate
    of Merger.
    Section Effect
    of Merger, Consolidation or Conversion.
                       A-73




---



##### Table of Contents



ARTICLE XV
    Section Right
    to Acquire Limited Partner Interests.
  90-day Current Market Price Closing Price over-the-counter Trading Day
  Notice of Election to Purchase
 A-74




---



##### Table of Contents



ARTICLE XVI
    Section Addresses
    and Notices; Written Communications.
    e-mail
  Section Further
    Action.
   A-75




---



##### Table of Contents



Section Binding
    Effect.
    Section Integration.
    Section Creditors.
    Section Waiver.
    Section Third-Party
    Beneficiaries.
    Section Counterparts.
    Section Applicable
    Law.
    Section Invalidity
    of Provisions.
    Section Consent
    of Partners.
    Section Facsimile
    Signatures.
    [REMAINDER
    OF THIS PAGE INTENTIONALLY LEFT BLANK.]
 A-76




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##### Table of Contents



IN WITNESS WHEREOF,
  GENERAL PARTNER:
    By:     ORGANIZATIONAL LIMITED PARTNER:
    By:   Title:  LIMITED PARTNERS:
      By:      Signature
    Page  First Amended and Restated Agreement
    of Limited Partnership of Quicksilver Gas Services LP
 A-77




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##### Table of Contents



EXHIBIT A
    to the First Amended and Restated
    Agreement of Limited Partnership of
    Quicksilver Gas Services LP
  Certificate
    Evidencing Common Units
    Representing Limited Partner Interests in
    Quicksilver Gas Services LP
  No.

Common Units   Partnership Agreement Partnership Holder Common Units
     A-1-1




---



##### Table of Contents



Dated: ­
    ­

Quicksilver Gas Services LPBy: Quicksilver Gas Services GP LLCCountersigned and Registered by:Mellon Investor Services LLC,
    as Transfer Agent and Registrar

By: ­ ­Name: ­ ­By:
    ­
    ­

By:
    ­
    ­Authorized Signature

Secretary   [Reverse of
    Certificate]
  ABBREVIATIONS
    TEN COM  as tenants in
    common

UNIF GIFT/TRANSFERS MIN ACTTEN ENT  as
    tenants by the entireties

Custodian(Cust)                 (Minor)JT TEN   as
    joint tenants with right of
    survivorship and not as
    tenants in common

under Uniform Gifts/Transfers to
    CD
    Minors Act (State)     A-1-2




---



##### Table of Contents



ASSIGNMENT
    OF COMMON UNITS OF
    QUICKSILVER GAS SERVICES LP
  FOR VALUE
    RECEIVED,          hereby
    assigns, conveys, sells and transfers unto(Please print or typewrite name
    and address of assignee)

(Please insert Social Security or
    other identifying number of assignee)Common
    Units representing limited partner interests evidenced by this
    Certificate, subject to the Partnership Agreement, and does
    hereby irrevocably constitute and
    appoint          as
    its
    attorney-in-fact
    with full power of substitution to transfer the same on the
    books of Quicksilver Gas Services LP.Date:
    ­
    ­

NOTE: The signature to any
    endorsement
    hereon must correspond with the name as
    written upon the face of this Certificate
    in every particular. without alteration,
    enlargement or change.THE SIGNATURE(S) MUST
    BE

(Signature)GUARANTEED BY AN ELIGIBLE
    GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
    ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
    SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
    S.E.C.
    RULE 17d-15

(Signature)    A-1-3




---



##### Table of Contents



APPENDIX B  GLOSSARY
    OF TERMS
  adjusted operating surplus:
  
    operating surplus generated with respect to that period
    (excluding any amounts attributable to the item described in the
    first bullet point under the definition of operating surplus
    below); less
    any net increase in working capital borrowings with respect to
    that period; less
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; plus
    any net decrease in working capital borrowings with respect to
    that period; plus
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium.  available cash:
  
    lessthe amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter resulting from working capital
    borrowings made subsequent to the end of such quarter.  Bbl or barrel:
  Bcf:
  Bcfe:
  capital account:
  capital surplus:
  
    borrowings other than working capital borrowings;
    sales of our equity and debt securities; and
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or as part of normal retirement
    or replacement of assets.  closing price: over-the-counter
 B-1




---



##### Table of Contents



condensate:
  cumulative common unit arrearage:
  current market price:
  dehydration:
  DOT:
  EIA:
  EPA:
  FERC:
  field:
  Fort Worth Basin:
  fractionation:
  Henry Hub:
  hydrocarbon:
  interim capital transactions:
       B-2




---



##### Table of Contents



Mcf:
  MMBtu:
  MMcf:
  MMcfe:
  MMcfe/d:
  MMcf/d:
  natural gas:
  net wells:
  NGLs:
  NYMEX:
  oil:
  operating expenditures:
  
    repayment of working capital borrowings deducted from operating
    surplus pursuant to the last bullet point of the definition of
    operating surplus above when such repayment actually occurs;
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;
    expansion capital expenditures;
    actual maintenance capital expenditures;
    investment capital expenditures;
    payment of transaction expenses relating to interim capital
    transactions;
    distributions to our partners (including distributions in
    respect of Class B units and our incentive distribution
    rights); or
    non-pro rata purchases of units of any class made with the
    proceeds of a substantially concurrent equity issuance.  B-3




---



##### Table of Contents



operating surplus:
  
    $20.0 million (as described below); plus
    all of our cash receipts after the closing of this offering,
    excluding cash from the following:  
    borrowings that are not working capital borrowings and sales of
    debt securities,
    sales of equity securities,
    sales or other dispositions of assets outside the ordinary
    course of business,
    the termination of interest rate swap agreements or commodity
    hedge contracts prior to the termination date specified herein,
    capital contributions received, and
    corporate reorganizations or restructurings; plus  
    working capital borrowings made after the end of a quarter but
    before the date of determination of operating surplus for the
    quarter; plus
    cash distributions paid on equity issued to finance all or a
    portion of the construction, improvement or replacement of a
    capital improvement or capital asset (such as equipment or
    facilities) during the period beginning on the date that we
    enter into a binding obligation to commence the construction,
    acquisition or improvement of a capital improvement or
    replacement of a capital asset and ending on the earlier to
    occur of the date the capital improvement or capital asset
    commences commercial service or the date that it is abandoned or
    disposed of; less
    our operating expenditures (as defined below) after the closing
    of this offering; less
    the amount of cash reserves established by our general partner
    to provide funds for future operating expenditures; less
    all working capital borrowings not repaid within twelve months
    after having been incurred.  Quicksilver Counties:
  residue gas:
  subordination period:
       B-4




---



##### Table of Contents



Tcf:
  throughput:
  wellhead:
  workover:
 B-5




---



##### Table of Contents








---



##### Table of Contents



PART II
  INFORMATION
    REQUIRED IN THE REGISTRATION STATEMENT
  Item 13.
    Other
    Expenses of Issuance and Distribution.    
 SEC registration fee

$
9,927NASD filing fee

$
10,160Printing and engraving expenses

$
750,000Fees and expenses of legal counsel

$
1,200,000Accounting fees and expenses

$
300,000Transfer agent and registrar fees

$
5,000NYSE Arca listing fee

$
100,000Miscellaneous

$
124,913Total

$
2,500,000  
  Item 14.
    Indemnification
    of Officers and Members of Our Board of Directors.     II-1




---



##### Table of Contents



Item 16.
    Exhibits.    
 ExhibitNumber



Description1
.1





Form of Underwriting Agreement3
.1





Certificate of Limited Partnership
    of Quicksilver Gas Services LP3
.2





Form of Amended and Restated
    Limited Partnership Agreement of Quicksilver Gas Services LP
    (filed herewith as Appendix A)3
.3





Certificate of Formation of
    Quicksilver Gas Services GP LLC3
.4





Limited Liability Company
    Agreement of Quicksilver Gas Services GP LLC4
.1





Form of Common Unit Certificate5
.1





Opinion of Andrews Kurth LLP as to
    the legality of the securities being registered8
.1





Opinion of Andrews Kurth LLP
    relating to tax matters10
.1





Form of Credit Agreement among
    Quicksilver Gas Services LP, Bank of America, N.A., and the
    lenders party thereto10
.2





Form of Fifth Amended and Restated
    Cowtown Gas Facilities Gas Gathering and Processing Agreement,
    among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P.
    and Cowtown Gas Processing Partners L.P.10
.3





Form of Omnibus Agreement among
    Quicksilver Resources Inc., Quicksilver Gas Services GP LLC and
    Quicksilver Gas Services LP10
.4





Form of 2007 Equity Plan of
    Quicksilver Gas Services GP LLC10
.5





Form of Services and Secondment
    Agreement among Quicksilver Resources Inc. and Quicksilver Gas
    Services GP LLC10
.6





Form of Contribution, Conveyance
    and Assumption Agreement among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, and the other parties thereto10
.7





Form of Indemnification Agreement
    by and between Quicksilver Gas Services GP LLC and its officers
    and directors10
.8





Form of Phantom Unit Award
    Agreement for Directors (3-year)10
.9





Form of Phantom Unit Award
    Agreement for Directors (1-year)10
.10





Form of Phantom Unit Award
    Agreement for Non-Directors (Cash)10
.11





Form of Phantom Unit Award
    Agreement for Non-Directors (Units)10
.12





Form of Subordinated Promissory
    Note between Quicksilver Gas Services LP, as payor, and
    Quicksilver Resources Inc., as payee21
.1





List of Subsidiaries of
    Quicksilver Gas Services LP23
.1





Consent of Deloitte &
    Touche LLP23
.2





Consent of Schlumberger Data and
    Consulting Services23
.3





Consent of W.D. Von
    Gonten & Company23
.4





Consent of Andrews Kurth LLP
    (contained in Exhibit 5.1)23
.5





Consent of Andrews Kurth LLP
    (contained in Exhibit 8.1)24
.1





Powers of Attorney (contained on
    the signature pages to this Registration Statement)  
    *
    
    To be filed by amendment.
    
    Previously filed.  Item 17.
    Undertakings.   II-2




---



##### Table of Contents



Form 10-K
 
 II-3




---



##### Table of Contents



SIGNATURES
 
 
  (No. 333-140599)
 
 
  QUICKSILVER GAS SERVICES LP
 
 
  By:
    Quicksilver Gas Services GP LLC,
    its general partner 
 
  By:
    /s/  Philip
    Cook 
 
 
  
 
 Title:
    Senior Vice President  Chief Financial
    Officer 
 
   
  
 Signature

Title

Date*Thomas
    F. Darden

President, Chief Executive Officer
    and Director
    (Principal Executive Officer)

July 17, 2007*Glenn
    Darden

Chairman of the Board

July 17, 2007/s/  Paul
    J. CookPaul
    J. Cook

Executive Vice
    President  Chief Operating Officer and Director

July 17, 2007/s/  Philip
    CookPhilip
    Cook

Senior Vice President 
    Chief Financial Officer and Director 
    (Principal Financial Officer)

July 17, 2007*D.
    Wayne Blair

Vice President 
    Chief Accounting Officer
    (Principal Accounting Officer)

July 17, 2007/s/  Alvin
    BledsoeAlvin
    Bledsoe

Director

July 17, 2007/s/  Philip
    D. GettigPhilip
    D. Gettig

Director

July 17, 2007John
    W. Somerhalder II

Director*  By:

/s/  Philip
    CookPhilip
    Cook,
    Attorney-in-fact  
 II-4




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##### Table of Contents



Signature

Title

Date/s/  Paul
    J. CookPaul
    J. Cook

Executive Vice
    President  Chief Operating Officer and Director

July 17, 2007/s/  Alvin
    BledsoeAlvin
    Bledsoe

Director

July 17, 2007/s/  Philip
    D. GettigPhilip
    D. Gettig

Director

July 17, 2007  
 II-5




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##### Table of Contents



EXHIBIT INDEX
  
 ExhibitNumber



Description1
.1



Form of Underwriting Agreement3
.1



Certificate of Limited Partnership
    of Quicksilver Gas Services LP3
.2



Form of Amended and Restated
    Limited Partnership Agreement of Quicksilver Gas Services LP
    (filed herewith as Appendix A)3
.3



Certificate of Formation of
    Quicksilver Gas Services GP LLC3
.4



Limited Liability Company
    Agreement of Quicksilver Gas Services GP LLC4
.1



Form of Common Unit Certificate5
.1



Opinion of Andrews Kurth LLP as to
    the legality of the securities being registered8
.1



Opinion of Andrews Kurth LLP
    relating to tax matters10
.1



Form of Credit Agreement among
    Quicksilver Gas Services LP, Bank of America, N.A., and the
    lenders party thereto10
.2



Form of Fifth Amended and Restated
    Cowtown Gas Facilities Gas Gathering and Processing Agreement,
    among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P.
    and Cowtown Gas Processing Partners L.P.10
.3



Form of Omnibus Agreement among
    Quicksilver Resources Inc., Quicksilver Gas Services GP LLC and
    Quicksilver Gas Services LP10
.4



Form of 2007 Equity Plan of
    Quicksilver Gas Services GP LLC10
.5



Form of Services and Secondment
    Agreement among Quicksilver Resources Inc. and Quicksilver Gas
    Services GP LLC10
.6



Form of Contribution, Conveyance
    and Assumption Agreement among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, and the other parties thereto10
.7



Form of Indemnification Agreement
    by and between Quicksilver Gas Services GP LLC and its officers
    and directors10
.8



Form of Phantom Unit Award
    Agreement for Directors (3-year)10
.9



Form of Phantom Unit Award
    Agreement for Directors (1-year)10
.10



Form of Phantom Unit Award
    Agreement for Non-Directors (Cash)10
.11



Form of Phantom Unit Award
    Agreement for Non-Directors (Units)10
.12



Form of Subordinated Promissory
    Note between Quicksilver Gas Services LP, as payor, and
    Quicksilver Resources Inc., as payee21
.1



List of Subsidiaries of
    Quicksilver Gas Services LP23
.1



Consent of Deloitte &
    Touche LLP23
.2



Consent of Schlumberger Data and
    Consulting Services23
.3



Consent of W.D. Von
    Gonten & Company23
.4



Consent of Andrews Kurth LLP
    (contained in Exhibit 5.1)23
.5



Consent of Andrews Kurth LLP
    (contained in Exhibit 8.1)24
.1

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Powers of Attorney (contained on
    the signature pages to this Registration Statement)  
    *
    
    To be filed by amendment.
    
    Previously filed.