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




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PageARTICLE I  DEFINITIONS
    
    
    2ARTICLE II  COMMITMENT OF PROCESSING RIGHTS
    
    
    8ARTICLE III  RESERVATIONS OF PARTIES
    
    
    9ARTICLE IV  GATHERING SYSTEM DELIVERY POINT(S), PLANT DELIVERY POINT(S) AND PRESSURE
    
    
    10ARTICLE V  REGULATION OF PRODUCTION
    
    
    12ARTICLE VI  QUANTITY
    
    
    13ARTICLE VII  QUALITY
    
    
    14ARTICLE VIII  TESTS
    
    
    17ARTICLE IX  MEASUREMENT AND METER TESTING
    
    
    18ARTICLE X  ALLOCATION PROCEDURE
    
    
    22ARTICLE XI  DISPOSITION OF PRODUCERS PORTION OF PLANT PRODUCTS
    
    
    24ARTICLE XII  GATHERING AND PROCESSING FEES
    
    
    25ARTICLE XIII  DISPOSITION OF PRODUCERS PORTION OF RESIDUE GAS
    
    
    25ARTICLE XIV  ACCOUNTING, PAYMENTS AND CREDIT ASSURANCES
    
    
    25ARTICLE XV  WARRANTY
    
    
    29ARTICLE XVI  TAXES
    
    
    30ARTICLE XVII  INDEMNITY
    
    
    31ARTICLE XVIII  FORCE MAJEURE
    
    
    35ARTICLE XIX  UNPROFITABLE OPERATIONS AND RIGHTS OF TERMINATION
    
    
    36ARTICLE XX  TERM
    
    
    38ARTICLE XXI  REGULATORY BODIES
    
    
    38ARTICLE XXII  ARBITRATION
    
    
    39ARTICLE XXIII  DISPUTES
    
    
    40
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PageARTICLE XXIV  NOTICES AND PAYMENTS
    
    
    41ARTICLE XXV  ASSIGNMENT
    
    
    43ARTICLE XXVI  MISCELLANEOUS
    
    
    43
 EXHIBITS
 
 ii




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 




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##### 



DEFINITIONS
  a.
    
    Btu shall mean one British thermal unit, which is the
quantity of heat required to raise one pound avoirdupois of pure water from
58.5 degrees Fahrenheit to 59.5 degrees Fahrenheit at a constant pressure of
14.73 pounds per square inch absolute.b.
    
    Component shall mean those hydrocarbon and non-hydrocarbon
molecular constituents which are definable by industry standards and
procedures. Such Components as used in this Agreement shall be:
 
 c.
    
    Contract Area shall mean that area as outlined on Exhibit A
which is attached hereto and made a part hereof for all purposes.d.
    
    CPI Adjustment shall mean that percentage equal to the
percentage increase between:
 2




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(i) the seasonally unadjusted Consumer Price Index for All Urban Consumers
(all items), U.S. city Average (1982-84 =100), as published by the U.S.
Department of Labor, Bureau of Labor Statistics (CPI-U) for the month of
December of the second year prior to the Escalation Date; and(ii) the seasonally unadjusted CPI-U for the month of December
immediately preceding the Escalation Date.e.
    
    Day shall mean a period of twenty-four (24) consecutive hours
beginning and ending at seven oclock a.m. Central Time.f.
    
    Escalation Date shall mean the January 1st
following the Effective Date and each January 1st thereafter.g.
    
    Facilities shall mean the Plant and the Gathering System.h.
    
    Gas shall mean natural gas which is owned or controlled by
Producer or its successors and assigns and produced from wells drilled on lands
within the Contract Area, including casinghead gas produced with crude oil, gas
from gas wells produced in association with crude oil (associated gas), and gas
from condensate wells (non-associated gas), and shall include any inerts or
impurities contained therein.i.
    
    Gathering Fee shall have the meaning set forth in Section
12.1 of the Agreement.j.
    
    Gathering System shall mean, but shall in no way be limited
to, the Gas gathering pipelines, fuel gas pipelines, dehydration facilities,
 3




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compression facilities, junctions, heaters, meters, separators, electric
power lines, communications cables, roads, and other related facilities and
equipment, including all easements located thereon, from the inlet flange of
the pipeline metering facility installed up to the inlet flange of the
separation facilities installed upstream of the Plant inlet meter, necessary
to gather and transport Gas from the Gathering System Delivery Point(s) to
the Plant Delivery Point(s) and shall include any expansion of the Gathering
System as provided in Section 4.4.k.
    
    Gathering System Delivery Point(s) shall mean the inlet
flange of Gatherers metering facilities located at or near each of Producers
wells located within the Contract Area or such other point as may be mutually
agreed upon by the Parties. The Gathering System Delivery Point(s) are listed
on Exhibit B to this Agreement which is attached hereto and made a part
hereof for all purposes and which may be amended from time to time to reflect
the addition or deletion of a Gathering System Delivery Point.l.
    
    Liquefiable Hydrocarbons shall mean ethane, propane,
iso-butanes, normal butanes, iso-pentanes, normal pentanes, hexanes and heavier
hydrocarbons, and incidental methane, or any mixtures thereof, which can be
recovered or extracted in the Gathering System or the Plant and sold as Plant
Products.m.
    
    MCF shall mean 1,000 standard cubic feet of gas.n.
    
    MMBtu shall mean 1,000,000 Btus.
 4




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##### 



o.
    
    MMCF shall mean 1,000,000 standard cubic feet of gas.p.
    
    MMCFD shall mean 1,000,000 standard cubic feet of gas per
day.q.
    
    Month, billing month, period, and accounting period
shall mean the period beginning at seven oclock a.m. on the first day of a
calendar month and ending at seven oclock a.m. on the first day of the next
succeeding calendar month.r.
    
    Plant shall mean, but shall in no way be limited to, all
tanks, machinery, equipment, buildings, structures, fixtures, appliances, pipe,
valves, fittings, and materials of any nature or kind whatsoever located on the
site at which the processing, compression, and recompression facilities of
Processor are currently located, or any other site where such facilities may
later be located due to an expansion or new development of the Plant; including
appropriate storage, compression, metering, shipping, dehydration, and delivery
facilities for Plant Products; all easements pertaining to rights-of-way, the
site or sites, and the operation of the Plant; and any and all other facilities
and appurtenances located, or to be located, on or away from such site or sites
deemed by Processor to be necessary for the successful operation of the Plant,
including inlet compression, if any, but not including the Residue Gas Delivery
Facility.s.
    
    Plant Delivery Point(s) shall mean the point(s) of
interconnect between the Gathering System and the Plant which point(s) are
 5




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##### 



shown on Exhibit B which is attached hereto and made a part hereof for all
purposes.t.
    
    Plant Fuel shall mean the MMBTUs of Gas consumed at the
Plant for fuel which shall include, but shall in no way be limited to, fuel
used for Gas compression, conditioning and treating; recovery, extraction, and
removal of Plant Products; and the recompression of the Residue Gas.u.
    
    Plant Products shall mean all Liquefiable Hydrocarbons
recovered, extracted, or otherwise removed from the Gas after the Plant
Delivery Point(s), including, but not limited to, plant condensate (sometimes
referred to as pentanes plus, heavier than butanes, or natural gasoline), and
all commercial non-hydrocarbon substances recovered, extracted, or otherwise
removed from the Gas in the Gathering System or the Plant.v.
    
    Plant Products Delivery Point shall mean either (a) the
point(s) of interconnect between that certain 8 liquids pipeline owned and
operated by Gatherer, and the facilities of third party pipeline(s) to which
the Plant Products are delivered and which point(s) are shown on Exhibit C
which is attached hereto and made a part hereof for all purposes or (b) the
truck loading facilities of the Plant.w.
    
    Plant Tailgate shall mean the point of interconnect between
the Plant and the Residue Gas Delivery Facility located at the downstream
 6




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flange of the block valve which is downstream of the Plant
residue meter and emergency shutdown valve.x.
    
    Process Flare shall mean any MMBTUs of Gas dispersed or lost
at the Plant as flare which shall include, but shall in no way be limited to,
flare dispersed or lost in the compression, conditioning and treating of Gas;
recovery, extraction, and removal of Plant Products; and the recompression of
Residue Gas.y.
    
    Processing Fee shall have the meaning set forth in Section
12.2 of the Agreement.z.
    
    Psia shall mean pounds per square inch absolute.aa.
    
    Psig shall mean pounds per square inch gauge.bb.
    
    Residue Gas shall mean that hydrocarbon and non-hydrocarbon
stream of Gas remaining after the recovery, extraction, and removal of Plant
Products, and after reduction for Gas used for Plant Fuel, Process Flare, and
other incidental losses.cc.
    
    Residue Gas Delivery Facility shall mean the residue gas
pipeline and associated equipment operated by Gatherer that are located at the
Plant Tailgate and are used to deliver residue gas to the Residue Gas Delivery
Point(s).dd.
    
    Residue Gas Delivery Point(s) shall mean the point(s) of
interconnect between the Residue Gas Delivery Facility and the facilities of
third party pipeline(s) to which the Residue Gas is
 7




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delivered and which point(s) are shown on Exhibit C which is attached
hereto and made a part hereof for all purposes.ee.
    
    SCF or standard cubic foot of gas shall mean the amount of
Gas necessary to fill a cubic foot of space when the Gas is at a pressure of
14.65 pounds per square inch absolute and a temperature of sixty (60) degrees
Fahrenheit.
 COMMITMENT OF PROCESSING RIGHTS
  8




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RESERVATIONS OF PARTIES
   9




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PLANT DELIVERY POINT(S) AND PRESSURE
   10




---



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11




---



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REGULATION OF PRODUCTION
  12




---



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QUANTITY
   13




---



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QUALITY
  14




---



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a.
    
    The Gas must be commercial in quality and free from any foreign
materials such as dirt, dust, iron particles, crude oil, dark condensate, free
water, and other impurities; and substances which may be injurious to pipelines
or which may interfere with the gathering, processing, transmission, or
commercial utilization of said Gas;b.
    
    The Gas shall contain no free water;c.
    
    The Gas delivered hereunder shall not exceed a temperature of
one hundred forty (140) degrees Fahrenheit at the Gathering System Delivery
Point(s), as well as the Plant Delivery Point(s);d.
    
    The Gas delivered hereunder shall not contain more than:
 (i)
    
    One-fourth grain of hydrogen sulfide, or five
grains of total sulfur, or one grain mercaptan per one hundred (100)
cubic feet;(ii)
    
    one part per million by volume of oxygen;(iii)
    
    two percent by volume of carbon dioxide;(iv)
    
    two percent by volume of nitrogen; or(v)
    
    three percent by volume of a combined total of
inerts, including, but not limited to, carbon dioxide and nitrogen
Components;
 e.
    
    No diluents such as carbon dioxide, air, or nitrogen shall be
added to the Gas;
 15




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f.
    
    The Gas shall contain no carbon monoxide, halogens, or
unsaturated hydrocarbons, and no more than 0.1 parts per million of hydrogen;
andg.
    
    The Gas shall contain no less than 1,100 Btu and 2 GPM ethane
and heavier hydrocarbons.
   16




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TESTS
  a.
    
    Gatherer shall procure or cause to be procured a sample of Gas
at each Gathering System Delivery Point and Plant Delivery Point, respectively,
and analyze the samples by chromatographic analysis to determine the Component
content (mole percent), specific gravity, the BTU content, and the Plant
Product content (expressed in gallons per MCF) thereof.b.
    
    The individual Plant Products contained in the commingled
stream of plant products delivered from the Plant each month shall be
determined from a chromatographic analysis of either (a) a spot sample or a
sample taken from a continuous sampling device or (b) from an online
chromatograph. The results of the chromatographic analysis shall be applied to
the commingled stream of plant products to determine the volume of each
individual Plant Product delivered from the Plant.c.
    
    Tests provided for in Subparagraphs (a) and (b) of this Section
8.1 shall be made by Gatherer and Processor using their own equipment or by an
independent testing service at least once in each six month period, or more
frequently in their sole discretion. All such tests shall be made in
accordance with approved engineering practices. Representatives of Producer
shall be entitled to witness such tests,
 17




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and Producer shall give advance written notice to Gatherer and Processor in
the event that it exercises such right.
  MEASUREMENT AND METER TESTING
  18




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19




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20




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a.
    
    By using the registration of any check measuring equipment of
Producer, if installed and registering accurately;b.
    
    By correcting the error if the percentage of error is
ascertainable by calibration, test, or mathematical calculation; orc.
    
    By estimating the quantity of deliveries during preceding
periods under similar conditions when the meter was registering accurately.
  21




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ALLOCATION PROCEDURE
  22




---



##### 



.
 
  a.
    
    The Plant Products allocation formula shall be as follows:
 1.
    
    PIDP X COMP GPM = Lease TCPP
 2.
    
    Total Plant COMP Sales X Lease TCPP = Lease Sales By COMP
Total Plant COMP TCPP
 b.
    
    The tank condensate and liquids allocation shall be based upon
GSDP Hexane+ gas analysis and the formula shall be as follows:
 GSDP Sales of Tank Condensate =
    
    Sum of Total Tank Condensate x GSDP TCPP
        Theoretical GSDP Hexane+ Content%
  23




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##### 



PIV =
    
    GSDP  MUVtotal metered PIV
    DISPOSITION OF PRODUCERS PORTION OF PLANT PRODUCTS
  24




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GATHERING AND PROCESSING FEES
     DISPOSITION OF PRODUCERS PORTION OF RESIDUE GAS
  ACCOUNTING, PAYMENTS AND CREDIT ASSURANCES
  25




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PRODUCER SHALL INDEMNIFY AND HOLD GATHERER AND PROCESSOR HARMLESS FROM ANY ALL CHARGES, PENALTIES,
COSTS AND EXPENSES OF WHATEVER KIND OR NATURE ARISING FROM PRODUCERS FAILURE TO PAY SUCH PAYMENTS,
INCLUDING COSTS AND EXPENSES OF ANY LITIGATION AND REASONABLE ATTORNEYS FEES ASSOCIATED THEREWITH.
   26




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PRODUCER
SHALL INDEMNIFY AND HOLD GATHERER AND PROCESSOR HARMLESS FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES
OF ACTION, DAMAGES, LIABILITY, OR OBLIGATIONS ARISING OUT OF OR IN ANY WAY RELATED TO THE PAYMENT
OF THE LESSORS ROYALTY OR ANY OTHER BURDEN OR ENCUMBRANCE AFFECTING THE GAS.
   27




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a.
    
    Producer will be deemed creditworthy if its long-term unsecured
debt securities are rated at least BB- by Standard & Poors Corporation (S&P)
and at least Ba3 by Moodys Investor Service (Moodys); provided, however,
that if the Producers rating is at BB- or Ba3 and the short-term or long-term
outlook is negative, Gatherer and Processor may require further analysis.b.
    
    If Producer does not meet the criteria described above, then
Producer may request that Gatherer and Processor evaluate its creditworthiness
based upon the level of service requested relative to the Producers current
and future ability to meet its obligations. Further, if Producers
creditworthiness does not meet any of the foregoing criteria, Producer will be
considered creditworthy if Producer maintains and delivers to Gatherer and
Processor an irrevocable
guaranty of payment in form acceptable to Gatherer and Processor, or
 28




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an irrevocable letter of credit from a financial institution rated at least A-
by S&P or at least A3 by Moodys, in a form acceptable to Gatherer and
Processor, in either case of the guaranty or the letter of credit in an
amount satisfactory to Gatherer and Processor. The obligation to maintain
such credit assurance shall extend until such time as Producer is deemed
creditworthy as defined herein. Producer shall provide the guaranty or the
letter of credit within twenty (20) days of written notice by Gatherer and
Processor that such financial assurance is required.c.
    
    The creditworthiness requirements set forth in this Section
14.8 shall apply to any permitted assignment (in whole or in part), and to any
permitted permanent release, as applicable, of this Agreement. Gatherer and
Processor shall apply consistent evaluation practices to all similarly situated
producers to determine the Producers financial ability to perform the payment
obligations due to Gatherer and Processor.
 WARRANTY
 AND
AGREES, IF NOTIFIED THEREOF BY GATHERER OR PROCESSOR, TO INDEMNIFY, DEFEND AND HOLD GATHERER AND
PROCESSOR HARMLESS FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LOSSES, DEBTS, ACCOUNTS,
 29




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DAMAGES, COSTS, AND EXPENSES ARISING FROM OR OUT OF ANY ADVERSE CLAIM AS TO PRODUCERS TITLE, INCLUDING, BUT NOT
LIMITED TO, ANY ADVERSE CLAIM BROUGHT BY OR THROUGH A MINERAL INTEREST OR ROYALTY OWNER, TO OR
AGAINST THE GAS AND AGAINST THE PLANT PRODUCTS DERIVED THEREFROM.
    TAXES
  30




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INDEMNITY
  17.2 PRODUCER SHALL BE AFFORDED ACCESS TO GATHERERS AND PROCESSORS PROPERTY AND THE
FACILITIES TO THE EXTENT NECESSARY TO CARRY OUT ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT,
AND PRODUCER SHALL FULLY OBSERVE AND COMPLY WITH ALL OF GATHERERS
AND PROCESSORS SAFETY PRACTICES AND PROCEDURES WHILE ON THE PREMISES. PRODUCER HEREBY AGREES
TO INDEMNIFY, HOLD HARMLESS,
 31




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PROTECT, DEFEND, AND DISCHARGE GATHERER AND PROCESSOR AND THEIR
AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES
AND AGENTS FOR, FROM AND AGAINST ANY AND ALL JUDGMENTS, EXECUTIONS, CAUSES OF ACTION, DEMANDS,
RIGHTS, SUITS, DEBTS AND SUMS OF MONEY, ACCOUNTINGS, DUES, PENALTIES, FINES, CLAIMS (INCLUDING,
WITHOUT LIMITATION, CLAIMS FOR CONTRIBUTION), LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES
(INCLUDING COURT COSTS, REASONABLE COSTS OF INVESTIGATION, DEFENSE AND ATTORNEYS FEES) FOR THE
INJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, EACH OF PRODUCERS, GATHERERS AND
PROCESSORS EMPLOYEES, AGENTS AND CONTRACTORS) OR PROPERTY DAMAGE OF ANY NATURE, KIND OR
DESCRIPTION OR ANY OTHER CLAIM OF ANY NATURE, KIND OR DESCRIPTION BROUGHT BY ANY PERSON OR ENTITY,
WHETHER LEGAL OR EQUITABLE, WHICH ARISES OUT OF, RESULTS FROM OR IS IN ANY WAY RELATED TO (i)
PRODUCERS OWNERSHIP AND CONTROL OF THE GAS PRIOR TO THE TIME THAT THE GAS PASSES THROUGH THE
GATHERING SYSTEM DELIVERY POINT(S) AND AFTER THE RESIDUE GAS PASSES THROUGH THE RESIDUE GAS
REDELIVERY POINT(S), (ii) PRODUCERS OWNERSHIP AND OPERATION OF THE WELLS LOCATED WITHIN THE
CONTRACT AREA AND ANY FACILITIES OR EQUIPMENT INSTALLED OR MAINTAINED BY PRODUCER UPSTREAM OF THE
GATHERING SYSTEM DELIVERY POINT, REGARDLESS OF
WHETHER SUCH WAS REQUIRED BY THE TERMS OF THIS AGREEMENT, (iii) THE PERFORMANCE OF ANY
OBLIGATIONS, RIGHTS OR DUTIES HEREUNDER,
 32




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(iv) PRODUCERS BREACH OF THIS AGREEMENT, OR (v) ANY
VIOLATION OF THE LAW, REGARDLESS OF EITHER GATHERERS OR PROCESSORS SOLE, CONCURRENT OR
COMPARATIVE NEGLIGENCE. GATHERER HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS, PROTECT, DEFEND AND
DISCHARGE PROCESSOR AND PRODUCER AND THEIR AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, FOR, FROM AND AGAINST ANY AND ALL
JUDGMENTS, EXECUTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, SUITS, DEBTS AND SUMS OF MONEY,
ACCOUNTINGS, DUES, PENALTIES, FINES, CLAIMS (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR
CONTRIBUTION), LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING COURT COSTS, REASONABLE
COSTS OR INVESTIGATION, DEFENSE AND ATTORNEYS FEES) OF ANY NATURE, KIND OR DESCRIPTION BROUGHT BY
ANY PERSON OR ENTITY, WHETHER LEGAL OR EQUITABLE, WHICH ARISE OUT OF, RESULT FROM OR ARE IN ANY WAY
RELATED TO (i) GATHERERS OWNERSHIP AND CONTROL OF THE GAS AFTER THE GAS PASSES THROUGH THE
GATHERING SYSTEM DELIVERY POINT(S) AND PRIOR TO THE TIME THAT THE GAS IS PASSES THROUGH THE PLANT
DELIVERY POINT(S), (ii) GATHERERS OWNERSHIP AND OPERATION OF THE GATHERING SYSTEM, (iii) THE
SERVICES PROVIDED BY GATHERER PURSUANT TO THIS AGREEMENT, (iv) GATHERERS BREACH OF THIS AGREEMENT,
OR (v) ANY VIOLATION OF THE LAW, REGARDLESS OF PRODUCERS OR PROCESSORS SOLE, CONCURRENT OR
COMPARATIVE NEGLIGENCE. PROCESSOR HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS, PROTECT, DEFEND
AND DISCHARGE GATHERER AND
 33




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PRODUCER AND THEIR AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, FOR, FROM AND AGAINST ANY AND ALL
JUDGMENTS, EXECUTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, SUITS, DEBTS AND SUMS OF MONEY,
ACCOUNTINGS, DUES, PENALTIES, FINES, CLAIMS (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR
CONTRIBUTION), LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING COURT COSTS, REASONABLE
COSTS OR INVESTIGATION, DEFENSE AND ATTORNEYS FEES) OF ANY NATURE, KIND OR DESCRIPTION BROUGHT BY
ANY PERSON OR ENTITY, WHETHER LEGAL OR EQUITABLE, WHICH ARISE OUT OF, RESULT FROM OR ARE IN ANY WAY
RELATED TO (i) PROCESSORS OWNERSHIP AND CONTROL OF THE GAS AFTER THE GAS PASSES THROUGH THE PLANT
DELIVERY POINT(S) AND PRIOR TO THE TIME THAT THE RESIDUE GAS PASSES THROUGH THE RESIDUE GAS
DELIVERY POINT(S) AND THE PLANT PRODUCTS PASS THROUGH THE PLANT PRODUCTS DELIVERY POINT , (ii)
PROCESSORS OWNERSHIP AND OPERATION OF THE PLANT, (iii) THE SERVICES PROVIDED BY PROCESSOR PURSUANT
TO THIS AGREEMENT, (iv) PROCESSORS BREACH OF THIS AGREEMENT, OR (v) ANY VIOLATION OF THE LAW,
REGARDLESS OF GATHERERS OR PRODUCERS SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE. THE
INDEMNIFICATION RIGHTS HEREIN SHALL BE CUMULATIVE OF, AND IN ADDITION TO, ANY AND ALL OTHER RIGHTS,
REMEDIES OR RECOURSE OF THE PARTIES AND SHALL SURVIVE ANY
EXPIRATION OR TERMINATION OF THIS AGREEMENT. TO THE EXTENT AND ONLY TO THE EXTENT THE
FOREGOING INDEMNIFICATION RIGHTS ARE BY LAW,
 34




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EITHER INAPPLICABLE OR NOT ENFORCEABLE, PRODUCER,
GATHERER AND PROCESSOR SHALL EACH BE RESPONSIBLE FOR THE RESULTS OF ITS OWN ACTIONS AND FOR THE
ACTIONS OF THOSE PERSONS AND ENTITIES OVER WHICH IT EXERCISES CONTROL.
  FORCE MAJEURE
  35




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UNPROFITABLE OPERATIONS AND RIGHTS OF TERMINATION
  36




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##### 



37




---



##### 



TERM
   REGULATORY BODIES
  38




---



##### 



ARBITRATION
  39




---



##### 



DISPUTES
  THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE
AND ENFORCEMENT (INCLUDING, WITHOUT
 40




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##### 



LIMITATION, PROVISIONS CONCERNING LIMITATIONS OF ACTIONS) SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, NOTWITHSTANDING ANY
CONFLICT-OF-LAWS DOCTRINES OF SUCH STATE OR OTHER JURISDICTION TO THE CONTRARY. ALL MATTERS
LITIGATED BY OR BETWEEN THE PARTIES THAT INVOLVE THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES,
OR ANY RELATED DOCUMENTS OR MATTERS HEREUNDER SHALL BE BROUGHT ONLY IN FORT WORTH, TARRANT COUNTY,
TEXAS.
   NOTICES AND PAYMENTS
  ProducerStatements:
    
    Quicksilver Resources Inc.777 West Rosedale StreetFort Worth, TX 76104Attn: Revenue AccountingPayments:
    
    Quicksilver Resources Inc.777 West Rosedale StreetFort Worth, TX 76104Attn: AccountingContractual:
    
    Quicksilver Resources Inc.
 41




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##### 



777 West Rosedale StreetFort Worth, TX 76104Attn: MarketingGathererStatements:
    
    Cowtown Pipeline Partners L.P.777 West Rosedale StreetFort Worth, TX 76104Attn: Revenue AccountingPayments:
    
    Cowtown Pipeline Partners L.P.777 West RosedaleFort Worth, TX 76104Attn: AccountingContractual:
    
    Cowtown Pipeline Partners L.P.777 West RosedaleFort Worth, TX 76104Attn: MarketingProcessorStatements:
    
    Cowtown Gas Processing Partners L.P.777 West RosedaleFort Worth, TX 76104Attn: Revenue AccountingPayments:
    
    Cowtown Gas Processing Partners L.P.777 West RosedaleFort Worth, TX 76104Attn: AccountingContractual:
    
    Cowtown Gas Processing Partners L.P.777 West RosedaleFort Worth, TX 76104Attn: Marketing
  42




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ASSIGNMENT
   MISCELLANEOUS
    43




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##### 



44




---



##### 



45




---



##### 



PRODUCERQuicksilver Resources Inc., a Delaware corporationWilliam S. BucklerVice President-US OperationsGATHERERCowtown Pipeline Partners L.P., a Texas limited partnershipBy:
    
    Cowtown Pipeline L.P., a Texas limited partnershipBy:
    
    Cowtown Pipeline Management Inc., a Texas corporationPaul Jeffrey CookExecutive Vice President-OperationsPROCESSORCowtown Gas Processing Partners L.P., a Texas limited partnershipBy:
    
    Cowtown Gas Processing L.P., a Texas
limited partnershipBy:
    
    Cowtown Pipeline Management Inc., a Texas corporationPaul Jeffrey CookExecutive Vice President-Operations




---



##### 



EXHIBIT A TO THE
FIFTH AMENDED AND RESTATED COWTOWN GAS FACILITIES
GAS GATHERING AND PROCESSING AGREEMENT
 
 Contract Area
 
 Exhibit A




---



##### 



EXHIBIT B TO THE
FIFTH AMENDED AND RESTATED COWTOWN GAS FACILITIES
GAS GATHERING AND PROCESSING AGREEMENT
 
 Gathering System Delivery Point(s)
 Gathering System Delivery Point
    
    Survey
    
    API #See Attached
 Plant Delivery Point(s)
 Plant Delivery Point
    
    Survey
    
    
    Meter #Cowtown Gas Processing Partners L.P.
    
    
    
    
    
    
    TXSA004
 Exhibit B




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##### 



EXHIBIT C TO THE
FIFTH AMENDED AND RESTATED COWTOWN GAS FACILITIES
GAS GATHERING AND PROCESSING AGREEMENT
 
 Residue Gas Delivery Point(s)
 Residue Gas Delivery Point
    
    Survey
    
    Meter #Energy Transfer Fuel L.P.
    
    
    
    
    
    
    4-533295Energy Transfer Fuel L.P.
    
    
    
    
    
    
    8-533296
 Plant Products Delivery Point
 Plant Products Delivery Point
    
    Survey
    
    Meter #Chevron West Texas LPG Pipeline
    
    
    
    
    
    
    38010Louis Dreyfus
 Exhibit C