##### 



Exhibit
10.1
   CREDIT AGREEMENT
 DATED AS OF
 JULY __, 2007
 AMONG
 QUICKSILVER GAS SERVICES LP,
AS BORROWER,
 THE LENDERS PARTY HERETO,
 BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT,
 BNP PARIBAS,
AS SYNDICATION AGENT
 AND
 JPMORGAN CHASE BANK, N.A.,
THE ROYAL BANK OF SCOTLAND plc
AND
FORTIS CAPITAL CORP.,
AS CO-DOCUMENTATION AGENTS
 
 BANC OF AMERICA SECURITIES LLC
AND
BNP PARIBAS SECURITIES CORP.,
AS CO-LEAD ARRANGERS AND JOINT BOOKRUNNERS




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##### 



TABLE OF CONTENTS
 Page No.ARTICLE IDEFINITIONSSection 1.01
    
    Defined Terms
    
    
    1Section 1.02
    
    Classification of Loans and Borrowings
    
    
    33Section 1.03
    
    Terms Generally
    
    
    33Section 1.04
    
    Accounting Terms; GAAP
    
    
    33Section 1.05
    
    Letter of Credit Amounts
    
    
    34Section 1.06
    
    Designation of Material Subsidiaries
    
    
    34Section 1.07
    
    Rounding
    
    
    34Section 1.08
    
    Times of Day
    
    
    34ARTICLE IITHE CREDITSSection 2.01
    
    Revolving Commitments
    
    
    34Section 2.02
    
    Loans and Borrowings
    
    
    34Section 2.03
    
    Requests for Revolving Borrowings
    
    
    35Section 2.04
    
    Funding of Borrowings
    
    
    36Section 2.05
    
    Swingline Loans
    
    
    37Section 2.06
    
    Letters of Credit
    
    
    39Section 2.07
    
    Interest Elections
    
    
    48Section 2.08
    
    Voluntary Termination, Reduction and Increase of Commitments;Extension of Maturity Date
    
    
    49Section 2.09
    
    Repayment of Loans; Evidence of Debt
    
    
    53Section 2.10
    
    Prepayment of Loans; Commitment Reductions
    
    
    53Section 2.11
    
    Fees
    
    
    55Section 2.12
    
    Interest
    
    
    56Section 2.13
    
    Alternate Rate of Interest
    
    
    57Section 2.14
    
    Illegality
    
    
    57Section 2.15
    
    Increased Costs
    
    
    58Section 2.16
    
    Break Funding Payments
    
    
    59Section 2.17
    
    Taxes
    
    
    60Section 2.18
    
    Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    62Section 2.19
    
    Mitigation Obligations; Replacement of Lenders
    
    
    64ARTICLE IIIREPRESENTATIONS AND WARRANTIESSection 3.01
    
    Existence and Power
    
    
    65Section 3.02
    
    Credit Party and Governmental Authorization; Contravention
    
    
    65Section 3.03
    
    Binding Effect
    
    
    66Section 3.04
    
    Financial Condition; No Material Adverse Effect
    
    
    66Section 3.05
    
    Properties
    
    
    66Section 3.06
    
    Litigation and Environmental Matters
    
    
    69Section 3.07
    
    Compliance with Laws and Agreements
    
    
    69
 i




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##### 



Page No.Section 3.08
    
    Investment Company Status
    
    
    69Section 3.09
    
    Taxes
    
    
    69Section 3.10
    
    ERISA
    
    
    69Section 3.11
    
    Disclosure
    
    
    70Section 3.12
    
    Capital Structure
    
    
    70Section 3.13
    
    Use of Loans
    
    
    70Section 3.14
    
    Material Contracts
    
    
    70Section 3.15
    
    Hedging Agreements
    
    
    71Section 3.16
    
    Defaults
    
    
    71Section 3.17
    
    Insurance
    
    
    71Section 3.18
    
    Priority; Security Matters
    
    
    71Section 3.19
    
    Licenses, Permits, Etc.
    
    
    71Section 3.20
    
    Supplemental Indenture
    
    
    72ARTICLE IVCONDITIONSSection 4.01
    
    Effective Date
    
    
    72Section 4.02
    
    Each Credit Event
    
    
    74ARTICLE VSECURITYARTICLE VIAFFIRMATIVE COVENANTSSection 6.01
    
    Financial Statements and Other Information
    
    
    76Section 6.02
    
    Notices of Certain Events
    
    
    78Section 6.03
    
    Existence; Conduct of Business
    
    
    78Section 6.04
    
    Payment of Obligations
    
    
    79Section 6.05
    
    Maintenance of Properties; Insurance
    
    
    79Section 6.06
    
    Books and Records; Inspection Rights
    
    
    80Section 6.07
    
    Compliance with Laws
    
    
    81Section 6.08
    
    Further Assurances
    
    
    81Section 6.09
    
    Additional Collateral
    
    
    81Section 6.10
    
    Environmental Matters
    
    
    83Section 6.11
    
    Establishment of Bank Accounts
    
    
    83Section 6.12
    
    Information Regarding Collateral
    
    
    84Section 6.13
    
    Pledge of Equity Interests in non-Credit Parties
    
    
    84ARTICLE VIINEGATIVE COVENANTSSection 7.01
    
    Indebtedness
    
    
    84Section 7.02
    
    Liens
    
    
    86Section 7.03
    
    Fundamental Changes
    
    
    86Section 7.04
    
    Investments
    
    
    87Section 7.05
    
    Restricted Payments
    
    
    87Section 7.06
    
    Transactions with Affiliates
    
    
    88Section 7.07
    
    Negative Pledge Agreements
    
    
    88Section 7.08
    
    Sale and Leaseback Arrangements
    
    
    88Section 7.09
    
    ERISA Compliance
    
    
    88
 ii




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##### 



Page No.Section 7.10
    
    Sale of Mortgaged Properties
    
    
    88Section 7.11
    
    Proceeds of Loans
    
    
    89Section 7.12
    
    Additional Subsidiaries
    
    
    90Section 7.13
    
    Consolidated Interest Coverage Ratio
    
    
    90Section 7.14
    
    Consolidated Leverage Ratio
    
    
    90Section 7.15
    
    Hedging Agreements
    
    
    90Section 7.16
    
    Acquisitions
    
    
    91Section 7.17
    
    Amendments to Organizational and Other Documents
    
    
    91Section 7.18
    
    Parent Subordinated Note
    
    
    92Section 7.19
    
    Supplemental Indenture
    
    
    92ARTICLE VIIIEVENTS OF DEFAULTSection 8.01
    
    Events of Default
    
    
    92Section 8.02
    
    Application of Funds
    
    
    95ARTICLE IXTHE AGENTSSection 9.01
    
    Appointment and Authority
    
    
    96Section 9.02
    
    Rights as a Lender
    
    
    96Section 9.03
    
    Exculpatory Provisions
    
    
    97Section 9.04
    
    Reliance by the Agents
    
    
    97Section 9.05
    
    Delegation of Duties
    
    
    98Section 9.06
    
    Resignation of the Administrative Agent
    
    
    98Section 9.07
    
    Non-Reliance on the Agents and Other Lenders
    
    
    99Section 9.08
    
    No Other Duties, Etc.
    
    
    99Section 9.09
    
    Administrative Agent May File Proofs of Claim
    
    
    99Section 9.10
    
    Collateral and Guaranty Matters
    
    
    100Section 9.11
    
    Execution of Security Instruments
    
    
    100ARTICLE XMISCELLANEOUSSection 10.01
    
    Notices; Electronic Communication
    
    
    101Section 10.02
    
    Waivers; Amendments
    
    
    102Section 10.03
    
    Expenses; Indemnity; Damage Waiver
    
    
    103Section 10.04
    
    Successors and Assigns
    
    
    105Section 10.05
    
    Survival
    
    
    109Section 10.06
    
    Counterparts; Integration; Effectiveness
    
    
    109Section 10.07
    
    Severability
    
    
    109Section 10.08
    
    Right of Setoff
    
    
    109Section 10.09
    
    Governing Law; Jurisdiction; Consent to Service of Process
    
    
    110Section 10.10
    
    WAIVER OF JURY TRIAL
    
    
    111Section 10.11
    
    Headings
    
    
    111Section 10.12
    
    Confidentiality
    
    
    111Section 10.13
    
    Interest Rate Limitation
    
    
    112Section 10.14
    
    Secured Affiliate
    
    
    114Section 10.15
    
    USA Patriot Act Notice
    
    
    114Section 10.16
    
    Arrangers; Syndication Agent; Co-Documentation Agents; Other Agents
    
    
    114
 iii




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##### 



Page No.Section 10.17
    
    Security Instruments
    
    
    115Section 10.18
    
    Waiver of Consumer Credit Loans
    
    
    115Section 10.19
    
    NO ORAL AGREEMENTS
    
    
    115Section 10.20
    
    No Recourse to Parent
    
    
    115
 iv




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##### 



SCHEDULES:
 Schedule 2.01
    
    
    
    CommitmentsSchedule 3.06
    
    
    
    Disclosed MattersSchedule 3.12
    
    
    
    Capital Structure; Material SubsidiariesSchedule 3.14
    
    
    
    List of Material ContractsSchedule 3.17
    
    
    
    InsuranceSchedule 7.01
    
    
    
    Existing IndebtednessSchedule 7.02
    
    
    
    Existing LiensSchedule 7.04
    
    
    
    InvestmentsSchedule 7.06
    
    
    
    Transactions with AffiliatesSchedule 7.07
    
    
    
    Negative Pledge Agreements
 EXHIBITS:
 Exhibit A
    
    
    
    Form of Assignment and AcceptanceExhibit B-1
    
    
    
    Form of Revolving Borrowing RequestExhibit B-2
    
    
    
    Form of Interest Election Request (Revolving Borrowing)Exhibit B-3
    
    
    
    Form of Swingline Borrowing RequestExhibit B-4
    
    
    
    Form of Interest Election Request (Swingline Borrowing)Exhibit C-1
    
    
    
    List of Security InstrumentsExhibit C-2
    
    
    
    Form of MortgageExhibit C-3
    
    
    
    Form of Guaranty and Collateral AgreementExhibit D
    
    
    
    Form of NoteExhibit E
    
    
    
    Form of Commitment Increase CertificateExhibit F
    
    
    
    Form of Additional Lender CertificateExhibit G
    
    
    
    Form of Parent Subordinated Note
 v




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##### 



LIST OF DEFINED TERMS
 Page No.$
    
    
    10ABR
    
    
    1Acquisition
    
    
    1Acquisition Period
    
    
    1Act
    
    
    114Additional Lender
    
    
    50Additional Lender Certificate
    
    
    50Adjusted Eurodollar Rate
    
    
    2Administrative Agent
    
    
    2Administrative Questionnaire
    
    
    2Affiliate
    
    
    2Agents
    
    
    2Aggregate Credit Exposure
    
    
    2Agreement
    
    
    2Alternate Base Rate
    
    
    2Applicable Lending Office
    
    
    3Applicable Percentage
    
    
    3Applicable Rate
    
    
    3Approved Fund
    
    
    4Arrangers
    
    
    4Asset Disposition
    
    
    4Assignee Group
    
    
    4Assignment and Acceptance
    
    
    4Availability Period
    
    
    4Available Cash
    
    
    4Bank of America
    
    
    4BAS
    
    
    4BBA LIBOR
    
    
    12BNP Fee Letter
    
    
    13BNPPSC
    
    
    4Board
    
    
    5BofA Fee Letter
    
    
    13Borrower
    
    
    1Borrowing
    
    
    5Borrowing Request
    
    
    5Business Day
    
    
    5Capital Expenditures
    
    
    5Capital Lease Obligations
    
    
    5Cash Collateral
    
    
    5Cash Collateralization
    
    
    5Cash Collateralize
    
    
    46Cash Collateralized
    
    
    5
 vi




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##### 



Page No.Casualty Event
    
    
    5CERCLA
    
    
    6Change in Control
    
    
    6Change in Law
    
    
    6Class
    
    
    6Closing Date
    
    
    6Closing Distributions
    
    
    6Closing Transaction Documents
    
    
    6Closing Transactions
    
    
    6Code
    
    
    7Co-Documentation Agents
    
    
    7Collateral
    
    
    7Commitment
    
    
    7Commitment Increase Certificate
    
    
    50Commodity Swap Agreement
    
    
    7Common Units
    
    
    7Consolidated EBITDA
    
    
    7Consolidated Interest Coverage Ratio
    
    
    8Consolidated Leverage Ratio
    
    
    8Consolidated Net Income
    
    
    8Consolidated Net Interest Expense
    
    
    9Consolidated Subsidiaries
    
    
    9Consolidated Total Funded Debt
    
    
    9Contribution Agreement
    
    
    9control
    
    
    2controlled by
    
    
    2Cowtown Entities
    
    
    9Cowtown Gas
    
    
    9Cowtown Pipeline
    
    
    9Credit Exposure
    
    
    9Credit Parties
    
    
    10Credit Party
    
    
    10Current Information
    
    
    10Debt Offering
    
    
    10deeds
    
    
    67Default
    
    
    10Defensible Title
    
    
    10Disclosed Matters
    
    
    10disposal
    
    
    11Distribution
    
    
    10dollars
    
    
    10Effective Date
    
    
    10Eligible Assignee
    
    
    11Environmental Laws
    
    
    11Environmental Liability
    
    
    11Equity Interests
    
    
    11
 vii




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##### 



Page No.ERISA
    
    
    11ERISA Affiliate
    
    
    11Eurodollar
    
    
    12Eurodollar Rate
    
    
    12Events of Default
    
    
    92Exchange Act
    
    
    12Excluded Taxes
    
    
    12Federal Funds Effective Rate
    
    
    12Fee Letters
    
    
    13FERC
    
    
    13Financing Transactions
    
    
    13Fiscal Quarter
    
    
    13Fiscal Year
    
    
    13Foreign Entity
    
    
    13Foreign Lender
    
    
    13Foreign Subsidiary
    
    
    13Fund
    
    
    13Funded Indebtedness
    
    
    13GAAP
    
    
    14Gathering and Processing Agreement
    
    
    14General Partner
    
    
    14Governmental Authority
    
    
    14Governmental Rule
    
    
    14GP LLC Agreement
    
    
    14Guarantee
    
    
    14Guaranty and Collateral Agreement
    
    
    15Hazardous Material
    
    
    15Hedging Agreement
    
    
    15Highest Lawful Rate
    
    
    113Honor Date
    
    
    42Incumbent Directors
    
    
    15Indebtedness
    
    
    15Indemnified Taxes
    
    
    16Indemnitee
    
    
    104Interest Election Request
    
    
    16Interest Payment Date
    
    
    16Interest Period
    
    
    16Interest Rate Swap Agreement
    
    
    16Investment
    
    
    17IPO
    
    
    17ISP
    
    
    17Issuer Documents
    
    
    17L/C Advance
    
    
    17L/C Borrowing
    
    
    17L/C Credit Extension
    
    
    17L/C Issuer
    
    
    17
 viii




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##### 



Page No.L/C Obligations
    
    
    17Lender Indebtedness
    
    
    17Lenders
    
    
    17Letter of Credit Application
    
    
    18Letter of Credit Fee
    
    
    47Letters of Credit
    
    
    18Lien
    
    
    18Limited Partnership Agreement
    
    
    18Loan Documents
    
    
    18Loans
    
    
    18Major Asset
    
    
    18Margin Stock
    
    
    18Material Acquisition
    
    
    18Material Adverse Effect
    
    
    18Material Asset Disposition
    
    
    19Material Contracts
    
    
    19Material Indebtedness
    
    
    19Material Subsidiary
    
    
    19Maturity Date
    
    
    19Midstream Activities
    
    
    19Moodys
    
    
    20Mortgaged Property
    
    
    20Mortgages
    
    
    20Multiemployer Plan
    
    
    20Net Cash Proceeds
    
    
    20Non-Consenting Lender
    
    
    65Non-Recourse Indebtedness
    
    
    20Notes
    
    
    21Omnibus Agreement
    
    
    21Operating
    
    
    21Operating GP
    
    
    21Operating Lease
    
    
    21Other Taxes
    
    
    21parent
    
    
    31Parent
    
    
    21Parent Credit Agreement
    
    
    21Parent Distribution
    
    
    22Parent Subordinated Note
    
    
    22Participant
    
    
    107Payment Dates
    
    
    22PBGC
    
    
    22Permitted Encumbrances
    
    
    22Permitted Investments
    
    
    25Person
    
    
    27Pipeline Systems
    
    
    27Plan
    
    
    27
 ix




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##### 



Page No.Pledging Subsidiary
    
    
    27Prime Rate
    
    
    27Private Investor Distribution
    
    
    28Processing Plants
    
    
    28Property
    
    
    28Purchase Debt
    
    
    28Quarterly Dates
    
    
    28RCRA
    
    
    11Register
    
    
    107Registration Statement
    
    
    28Regulation U
    
    
    28Reinvestment Notice
    
    
    28Reinvestment Period
    
    
    28Reinvestment Prepayment Amount
    
    
    29Related Parties
    
    
    29release
    
    
    11Required Lenders
    
    
    29Responsible Officer
    
    
    29Restricted Payment
    
    
    29Revolving Loan
    
    
    30rights of way
    
    
    66Rolling Period
    
    
    30S&P
    
    
    30Secondment Agreement
    
    
    30Secured Affiliate
    
    
    30Security Instruments
    
    
    30SFAS 133
    
    
    30SFAS 143
    
    
    30SFAS 144
    
    
    30Solvent
    
    
    30Specified Assets
    
    
    31Specified Rate
    
    
    31State Pipeline Regulatory Agency
    
    
    31Statutory Reserve Rate
    
    
    31subsidiary
    
    
    31Subsidiary
    
    
    32Supermajority Lenders
    
    
    32Supplemental Indenture
    
    
    32Sweep Accounts
    
    
    32Swingline Exposure
    
    
    32Swingline Lender
    
    
    32Swingline Loan
    
    
    32Syndication Agent
    
    
    32Taxes
    
    
    32Total Commitment
    
    
    32transfer
    
    
    88
 x




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##### 



Page No.Type
    
    
    32UCC
    
    
    32under common control with
    
    
    2Unreimbursed Amount
    
    
    42Wholly Owned Subsidiary
    
    
    33
 xi




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##### 



CREDIT AGREEMENT
 QUICKSILVER GAS
SERVICES LP Borrower LENDERS BANK OF AMERICA, N.A. BNP PARIBAS JPMORGAN CHASE BANK, N.A. THE ROYAL BANK OF SCOTLAND plc FORTIS CAPITAL CORP.
 WITNESSETH:
     ARTICLE I  DEFINITIONS
 Defined Terms
 ABR
 Acquisition provided however
 Acquisition Period
 1




---



##### 



Section 7.14 provided that Section 7.14
 Additional Lender Section 2.08(d)(i)
 Additional Lender Certificate Section
2.08(d)(ii)(F)
 Adjusted Eurodollar Rate
 Administrative Agent
 Administrative Questionnaire
 Affiliate control controlled by under common control with
 Agents
 Aggregate Credit Exposure
 Agreement
 Alternate Base Rate 1 2
 2




---



##### 



Applicable Lending Office
 Applicable Percentage
 Applicable Rate Section
6.01(a) Section 6.01(b) Section 6.01(c)
 Eurodollar
    
    Specified Rate
    
    CommitmentABR Loan
    
    Loan
    
    Swingline Loan
    
    FeeConsolidated Leverage Ratio
    
    Percentage
    
    Percentage
    
    Percentage
    
    PercentageCategory 1
Greater than 5.00 to 1.00
    
    
    1.250
    %
    
    
    2.500
    %
    
    
    2.500
    %
    
    
    0.500
    %Category 2
Greater than 4.50 to 1.00
but less than or equal to 5.00 to 1.00
    
    
    1.000
    %
    
    
    2.250
    %
    
    
    2.250
    %
    
    
    0.500
    %Category 3
Greater than 4.00 to 1.00
but less than or equal to 4.50 to 1.00
    
    
    0.750
    %
    
    
    2.000
    %
    
    
    2.000
    %
    
    
    0.375
    %Category 4
Greater than 3.50 to 1.00
but less than or equal to 4.00 to 1.00
    
    
    0.500
    %
    
    
    1.750
    %
    
    
    1.750
    %
    
    
    0.375
    %Category 5
Greater than 3.00 to 1.00
but less than or equal to 3.50 to 1.00
    
    
    0.250
    %
    
    
    1.500
    %
    
    
    1.500
    %
    
    
    0.300
    %Category 6
Less than or equal to 3.00 to 1.00
    
    
    0.000
    %
    
    
    1.250
    %
    
    
    1.250
    %
    
    
    0.250
    %
 Section 6.01 th th
 3




---



##### 



Section
6.01 Section 6.01
 Approved Fund
 Arrangers
 Asset Disposition Section
7.10(a) (b) (c) (d) (f) (g) (h) (i)
 Assignee Group
 Assignment and Acceptance Section 10.04 Exhibit A
 Available Cash
 Availability Period
 Bank of America
 BAS
 BNP Fee Letter Section 1.01
 BNPPSC
 4




---



##### 



Board
 BofA Fee Letter Section 1.01
 Borrower
 Borrowing
 Borrowing Request Section 2.03 Exhibit B-1 Section
2.05 Exhibit B-3
 Business Day provided that
 Capital Expenditures
 Capital Lease Obligations
 Cash Collateralize Section 2.06(g) Cash Collateral Cash Collateralized Cash Collateralization
 Casualty Event
 5




---



##### 



CERCLA et. seq.
 Change in Control Section 7.03(a) Section 7.10 Section 7.03(a) Section 7.10
 Change in Law Section 2.15(b)
 Class
 Closing Date
 Closing Distributions
 Closing Transaction Documents
 Closing Transactions
 6




---



##### 



Code
 Co-Documentation Agents
 Collateral
 Commitment Section 2.08 Section 2.10 Section 2.08 Section 10.04 Schedule 2.01
 Commitment Increase Certificate Section
2.08(d)(ii)(E)
 Commodity Swap Agreement
 Common Units
 Consolidated EBITDA plus clauses
 7




---



##### 



(b) (c) (d) provided that
 Consolidated Interest Coverage Ratio provided that
 Consolidated Leverage Ratio Section 4.01(p) Section
7.14 provided that
 Consolidated Net Income
 8




---



##### 



clauses (a) (b) (c) (d)
 Consolidated Net Interest Expense
 Consolidated Subsidiaries
 Consolidated Total Funded Debt
 Contribution Agreement
 Cowtown Entities
 Cowtown Gas
 Cowtown Pipeline
 Credit Exposure plus plus
 9




---



##### 



Credit Parties Credit Party
 Current Information Section 6.01(a) Section 6.01(b) Section 6.01(c)
 Debt Offering Section
7.01
 Default
 Defensible Title
 Disclosed Matters Schedule 3.06
 Distribution
 dollars $
 Effective Date Section
4.01 Section 10.02
 10




---



##### 



Eligible Assignee provided that
 Environmental Laws RCRA provided however
 Environmental Liability
 Equity Interests
 ERISA
 ERISA Affiliate
 11




---



##### 



Eurodollar ,
 Eurodollar Rate BBA LIBOR
 Event of Default Section 8.01
 Exchange Act
 Excluded Taxes Section 2.19(b) Section 2.17(e) Section 2.17(a)
 Federal Funds Effective Rate th
 12




---



##### 



th
 Fee Letters BofA
Fee Letter BNP Fee Letter
 FERC
 Financing Transactions
 Fiscal Quarter
 Fiscal Year
 Foreign Entity
 Foreign Lender
 Foreign Subsidiary
 Fund
 Funded Indebtedness
 13




---



##### 



GAAP
 Gathering and Processing Agreement
 General Partner
 Governmental Authority
 Governmental Rule
 GP LLC Agreement
 Guarantee provided
 14




---



##### 



Guaranty and Collateral Agreement Exhibit C-3
 Hazardous Material
 Hedging Agreement
 Highest Lawful Rate Section 10.13(b)
 Incumbent Directors
 Indebtedness clauses (a) (i)
 15




---



##### 



Indemnified Taxes
 Interest Election Request Section 2.07 Exhibit B-2 Section 2.05 Exhibit B-4
 Interest Payment Date Section 2.09(b)(ii) provided that Section 2.05 clauses
(a) (b)
 Interest Period provided that
 Interest Rate Swap Agreement
 16




---



##### 



Investment
 IPO
 ISP
 Issuer Documents
 L/C Advance
 L/C Borrowing
 L/C Credit Extension
 L/C Issuer
 L/C Obligations plus Section 1.05
 Lender Indebtedness
 Lenders Schedule 2.01
 17




---



##### 



Section
2.08(d)
 Letter of Credit Application
 Letter of Credit Fee Section 2.06(i)
 Letters of Credit
 Lien
 Limited Partnership Agreement
 Loan Documents
 Loans
 Major Asset
 Margin Stock
 Material Acquisition
 Material Adverse Effect
 18




---



##### 



Material Asset Disposition Section 7.10(j)
 Material Contracts provided however
 Material Indebtedness
 Material Subsidiary Schedule 3.12
 Maturity Date Section 2.08(e)
 Midstream Activities Section 7.03(b) provided that s
 19




---



##### 



Moodys
 Mortgaged Property
 Mortgages Exhibit C-2
 Multiemployer Plan
 Net Cash Proceeds provided however
 Non-Consenting Lender Section 2.19(c)
 Non-Recourse Indebtedness provided however
 20




---



##### 



provided further however clauses (1) (7)
 Notes Section 2.09(a) Exhibit D
 Omnibus Agreement
 Operating
 Operating GP
 Operating Lease
 Other Taxes
 Parent
 Parent Credit Agreement
 21




---



##### 



Parent Distribution
 Parent Subordinated Note Exhibit G
 Payment Dates
 PBGC
 Permitted Encumbrances
  Section 6.04
 Section 6.04
 Section 6.04
    22




---



##### 



Schedule 7.02 provided that
 provided that
 23




---



##### 



provided that Section 7.01(e)
 Section 7.01(f)
 Section 8.01(j)
      24




---



##### 



provided clause (v)
   Permitted Investments
      clauses (a) (e)
 Schedule 7.04
 Section 4.01 Section 6.09
 25




---



##### 



Section
4.01 Section 6.09
  Section 7.01
 Section 7.01
  Section 7.16
   subclause (i) clause (p) Section 6.08 Section 6.09 Section
6.13
 subclause (i) clause (q) Section 6.08 Section 6.09 Section 6.13
 26




---



##### 



2,
 provided clause (s)
  Person
 Pipeline Systems
 Plan
 Pledging Subsidiary
 Prime Rate
 27




---



##### 



Private Investor Distribution
 Processing Plants
 Property
 Purchase Debt
 Quarterly Dates
 Register Section 10.04(c)
 Registration Statement
 Regulation U
 Reinvestment Notice
 Reinvestment Period
 28




---



##### 



provided
 Reinvestment Prepayment Amount
 Related Parties
 Required Lenders provided that Article VIII
 Responsible Officer
 Restricted Payment
 29




---



##### 



Revolving Loan Section 2.03
 Rolling Period
 S&P
 Secondment Agreement
 Secured Affiliate
 Security Instruments Exhibit C-1 Article V Section 6.09
 SFAS 133
 SFAS 143
 SFAS 144
 Solvent
 30




---



##### 



Specified Assets
 Specified Rate
 State Pipeline Regulatory Agency
 Statutory Reserve Rate
 subsidiary parent
 31




---



##### 



Subsidiary
 Supermajority Lenders
 Supplemental Indenture
 Sweep Accounts
 Swingline Exposure
 Swingline Lender
 Swingline Loan Section 2.05
 Syndication Agent
 Taxes
 Total Commitment
 Type
 UCC
 32




---



##### 



Unreimbursed Amount  Section 2.06(c)(i)
 Wholly Owned Subsidiary
 Classification of Loans and Borrowings 
 Terms Generally
 Accounting Terms; GAAP provided that
 33




---



##### 



Letter of Credit Amounts provided however
 Designation of Material Subsidiaries Section 6.09 clauses (c)(ii) (c)(iii) provided that
 Rounding
 Times of Day
 ARTICLE II  THE CREDITS
 Revolving Commitments provided however that
 Loans and Borrowings
 Section 2.05 provided
 34




---



##### 



that
 Section 2.13 Section 2.14 provided that
 provided that provided that
  Requests for Revolving Borrowings Exhibit B-1 Section 2.02
    35




---



##### 



Section 2.04
 Section 2.03
 Funding of Borrowings
 Section 2.06(c) provided Section 2.05 provided Section 2.06(c)
 Section 2.04(a)
 36




---



##### 



Swingline Loans
 provided that
 Exhibit B-3 Section 2.06(c)
  37




---



##### 



Section 2.04 Section 2.04 mutatis mutandis provided
 th provided provided further Section 2.03(b) Section 2.07
  Section 2.05(e) Section 2.03
 38




---



##### 



Exhibit B-4
 Section
2.05 Section 2.05
      Section
2.05
  Letters of Credit
 Section
2.06 subsection (b) provided
 39




---



##### 



40




---



##### 



Section 2.06(c)
   Article IX Article IX
  41




---



##### 



Section
4.02
  Honor Date Unreimbursed Amount Section 2.02(c) Section 2.05
 42




---



##### 



Section 4.02 Section 2.06(c)(i) provided
 Section 2.06(c)(i) Section
2.06(c)(iii)
 Section
4.02 Section 2.06(c)(i) Section
2.12(d) Section 2.06(c)(ii) Section 2.06
 Section
2.06(c)
 Section 2.06(c) Section 2.06(c) Section 4.02
 43




---



##### 



Section 2.06(c) Section
2.06(c)(ii) clause (vi)
 Section 2.06(c)
 Section 2.06(c)(i) clause (ii)
    44




---



##### 



provided however clauses (i) (v) Section 2.06(e) provided however
 45




---



##### 



Section 2.06(a)(ii)(B) Section 2.06 Cash Collateralize Section 8.02 provided clauses (a) (b) (e) (f) Section 8.02 Section 8.02 Section
2.10
 46




---



##### 



Letter of Credit
Fee Section 1.05
 Section 1.05
   47




---



##### 



Interest Elections
 Section
2.07 Section 2.05
 Section 2.07 Section 2.03 Exhibit B-2
 Section 2.02
 Section 2.07(c)(iii) Section 2.07(c)(iv)
     48




---



##### 



Section 8.01
 Voluntary Termination, Reduction and Increase of Commitments; Extension of
Maturity Date
  provided that Section 2.10
 Section 2.08(b) Section 2.08(c) provided that Section 2.08(d)
 Section 2.08(d)(ii)
 49




---



##### 



Additional Lender
    Section 2.16
  Exhibit E Commitment Increase
Certificate
 Exhibit F Additional
Lender Certificate
 Section 2.08(d)
  50




---



##### 



Section
2.08(d)(iv) Section 2.16
 Section 2.08(d)(ii)(F) Section 2.08(d)(ii)(F) Section 2.08(d)(i) Section 10.04(c)
 provided clause (e)
 51




---



##### 



provided clause (e) Section 2.19(c) clause (e) Section 2.08(e) Section 2.08(e) clause (e) provided clause (e) Section 2.08(e) clause (e)
 52




---



##### 



Repayment of Loans; Evidence of Debt
 Section 2.08 Section 2.10 Section 10.04(b)
 Section 2.05(d) Section 2.12
   Section 2.09(c) Section 2.09(d) provided that
 Prepayment of Loans; Commitment Reductions
 Section 2.10(b)
 53




---



##### 



provided that Section 2.08(c) Section 2.08(c) provided that Section 2.10 Section 2.16 Section 2.12 Section 2.16
 provided that
  54




---



##### 



Section 2.16 Section 2.08 Section 2.10
 Section 2.10
 Fees
  Section 2.08(e)
 e.g.
 Section 2.06(i) Section 2.06(j) 55
       Interest
 Section 10.13
 Section 10.13
 Section 10.13 Section
2.05(b)
 Section 10.13 Section
2.12 Section 2.12(a)
 Section 10.13 provided that Section 2.12(d)
 Section 10.13 56
      Alternate Rate of Interest
    clauses (a) (c)
 Illegality
  57
      Section 2.14(b) Section 2.14
 Section 2.14(a)
 Increased Costs
    Section 2.15(c)
  58
      Section 2.15(c)
 Section 2.15(a) Section 2.15(b) Section
2.15(d)
 Section 2.15 provided that Section 2.15 provided further that
 Break Funding Payments
   Section 2.10
 Section 2.08(d) Section 2.19
  59
      Section 2.16 Section 2.16 provided Section 2.16 Section 2.16
 Taxes
 provided that Section 2.17 provided that Section 2.17(e) clause (i) Section 2.17(a)
   60
      SECTION 2.17 PROVIDED THAT SECTION 2.17(e) SECTION 2.17(c)
   Section 2.17(a) (b) (c)
 61
      Section 2.17(a) (c) provided
 Section 2.17(g)
   Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 Section 2.15 Section 2.16 Section 2.17 Section 2.15 Section 2.16 Section 2.17 Section 10.03 clause (a)
 62
      Section 8.02 Section
10.14
 provided that
 63
       Section 2.04(b) Section 2.06 Section 2.18(d) Section 10.03(c)
 Mitigation Obligations; Replacement of Lenders
 Section 2.15 Section 2.17 Section 2.15 Section 2.17
 Section 2.14 Section
2.15 Section 2.17 Section 10.04 provided that Section 2.15 Section 2.17 64
       Section 2.19(b) Section 10.04 provided that Section 2.08(e) Non-Consenting
Lender
 ARTICLE III  REPRESENTATIONS AND WARRANTIES
  Existence and Power
 Credit Party and Governmental Authorization; Contravention
 65
      Binding Effect
 Financial Condition; No Material Adverse Effect
 Section 6.01(b)
   Properties
  rights of way
 66
      deeds
 clauses (i) (ii) (iii) Section 3.05
 67
      68
       Litigation and Environmental Matters
   Compliance with Laws and Agreements
 Investment Company Status
 Taxes Section 6.04
 ERISA
 69
      Disclosure provided that
 Capital Structure Schedule 3.12
 Use of Loans Section 7.05(c)
 Material Contracts Schedule 3.14
 70
      Hedging Agreements
 Defaults
 Insurance Schedule 3.17
 Priority; Security Matters Article V Section 6.09(a) Section
4.01(f)
 Licenses, Permits, Etc
 71
      Supplemental Indenture Section
10.20 Section 10.20
 ARTICLE IV  CONDITIONS
 Effective Date Section
10.02
    Section 4.02(a) Section 4.02(b)
  72
      Exhibit C-1
 Section 6.05
       73
      Section 10.02
 Each Credit Event
 Section
3.05(b) Section 6.01(c)
 74
       Section 4.02(a) Section 4.02(b)
 ARTICLE V  SECURITY
 Section 6.09(a) Article V provided that clause (o) Section 6.11 Section 3.18
 75
      ARTICLE VI  AFFIRMATIVE COVENANTS
  Financial Statements and Other Information
   76
      Section 6.01(a) Section 6.01(b) Section 7.13 Section 7.14 Section 3.05(b)
  Section 6.05 Section
6.05
    77
      Section 6.01 Section 6.01(a) Section 6.01(b) Section 6.01(d)
 Notices of Certain Events
 Existence; Conduct of Business
 78
      provided that Section
7.03 Section 7.10
 Payment of Obligations
 Maintenance of Properties; Insurance
 Section 7.10
 clauses (i) (ii) (iii) Section 6.05(b)
 79
      Section 6.01(e) Section 6.05(a)
  Books and Records; Inspection Rights
 80
      provided that
 Compliance with Laws
 Further Assurances
 Additional Collateral
 Article V Section 6.09(a) Article V Section 6.09(a)
 81
      Section 6.09(a) Section 6.09(a) Section 6.09(a)
 Section
6.09(a) .
  82
      Section 6.09(a)
 Environmental Matters
   Establishment of Bank Accounts
 83
      Information Regarding Collateral
 Pledge of Equity Interests in non-Credit Parties subsections (p) (q)
 ARTICLE VII  NEGATIVE COVENANTS
  Indebtedness
  Schedule 7.01
 84
      provided that Section 7.01(e) Section 7.01(f)
  provided provided further clause (g)
     Section 6.04
  85
      provided clause (m) Section 7.18(b)
 2
    Section 7.01 Section 7.01 Section 7.01
 Liens
 Fundamental Changes
   86
      Investments
 Restricted Payments
   Section 7.13 Section 7.14
     Section 7.13 Section 7.14
 87
      Transactions with Affiliates Section 7.05 Schedule 7.06
 Negative Pledge Agreements provided that Schedule 7.07
 Sale and Leaseback Arrangements
 ERISA Compliance
 Sale of Mortgaged Properties transfer
 88
      provided however Section 2.10(c) Sections 7.03 7.05 provided however Section 2.10(c) Section 2.10(c) Section 7.10 Section 7.10
 Proceeds of Loans Section 7.05
 89
      Additional Subsidiaries
 Consolidated Interest Coverage Ratio
 Consolidated Leverage Ratio
 ConsolidatedFiscal Quarter Ending
    
    Leverage RatioJune 30, 2007
    
    5.25:1.00September 30, 2007
    
    5.25:1.00December 31, 2007
    
    5.00:1.00March 31, 2008
    
    5.00:1.00June 30, 2008
    
    4.75:1.00September 30, 2008
    
    4.75:1.00December 31, 2008 and each Fiscal Quarter thereafter
    
    4.50:1.00
 provided that Section 7.14
 Hedging Agreements provided that
  90
      Acquisitions Section 7.03(a) Section
7.14
 Amendments to Organizational and Other Documents provided Section 7.17 Section 7.18 Section 2.12(d)
 91
      Parent Subordinated Note Article VII provided that
 Supplemental Indenture Section
10.20 Section 10.20
 ARTICLE VIII  EVENTS OF DEFAULT
 Events of Default Events of
Default
  clause (a)
  92
      Section 6.03 Section
6.05 Section 6.09(a) Article VII
 clauses (a) (b) (d)
  provided that clause (g)
   93
      clause (h)
        94
      clauses (h) (i) provided clauses (h) (i) Section 2.06(g)
 Application of Funds Section 8.01 Section 8.01
 First
 Second clause Second
 Third
 95
      clause Third
 Fourth clause Fourth
 Fifth
 Sixth clause Sixth
 Last
 Section 2.06(c) clause Fifth
 ARTICLE IX  THE AGENTS
 Appointment and Authority Section 9.06
 Rights as a Lender
 96
      Exculpatory Provisions
  provided
  Article VIII Section 10.02
 Article IV
 Reliance by the Agents
 97
      Delegation of Duties
 Resignation of the Administrative Agent provided
 98
      Section 10.03
  Non-Reliance on the Agents and Other Lenders
 No Other Duties, Etc. Section 10.12
 Administrative Agent May File Proofs of Claim
  99
      Section 2.06(i) Section 2.06(j) Section 2.11 Section 10.03
  Section 2.11 Section 10.03
  Collateral and Guaranty Matters
 provided that
  Section 9.10
 Execution of Security Instruments
 100
      ARTICLE X  MISCELLANEOUS
 Notices; Electronic Communication Section 10.01(b)
  th
 th
  provided Article II
 101
      provided
 provided clause (i)
   Waivers; Amendments
 Section
10.02(b)
  102
      provided that Section
2.18(b) Section 2.18(c) Section 10.02 Section 2.10 provided further provided further Section 7.10 Section 9.10
 Expenses; Indemnity; Damage Waiver
  103
      EXCEPT TO THE EXTENT REIMBURSEMENT OF EXPENSES IS LIMITED BY SECTION 10.03(a) TO
REIMBURSEMENT OF EXPENSES OF ONLY CERTAIN PARTIES, THE BORROWER SHALL INDEMNIFY THE AGENTS, L/C
ISSUER, THE ARRANGERS AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH
SUCH PERSON BEING CALLED AN  INDEMNITEE ) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM,
ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE
OUT-OF-POCKET FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR
ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE
EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED
HEREBY, THE PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS
THEREUNDER OR THE CONSUMMATION OF THE FINANCING TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED
HEREBY, (ii) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY
REFUSAL BY L/C ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS
PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF
CREDIT), (iii) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY
PROPERTY CURRENTLY OR FORMERLY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (iv) ANY
ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE
FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY
INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY AND RELEASE SHALL NOT, AS TO
ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
RELATED EXPENSES (A) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE
JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE
( IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE
INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE),
REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL ), (B) RELATE TO CLAIMS BETWEEN OR AMONG ANY OF
 104
      THE LENDERS, THE
AGENTS, THE ARRANGERS OR ANY OF THEIR AFFILIATES, SHAREHOLDERS, PARTNERS OR MEMBERS, OR (C) ARE IN
RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF ANY AGENT OR ANY
LENDER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED
POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS
MORTGAGEE-IN-POSSESSION OR OTHERWISE).
 Section
10.03(a) Section 10.03(b) provided that
  Section 10.03
 Successors and Assigns
  provided
 105
      provided however
 clause (i)
   provided however
 subsection
(d)
 106
      Section 2.15 Section 2.17 Section 10.03 subsection (e)
 Register Schedule
2.01 Schedule 2.01
 Section
10.04(b) Section 10.04(b)
 Participant provided
 107
      provided Section 10.02(b) subsection (f) Section 2.15 Section 2.17 subsection (b) Section 10.08 Section
10.12 provided Section 2.18(c)
 Section
2.15 Section 2.17 Section 2.17 Section 2.17(e)
 Section 10.04 provided that
  subsection (i) subsection (b) provided however Section
 108
      2.06(c)
 Survival Section 2.15 Section 2.16 Section 2.17 Section
10.03 Section 10.12 Article IX
 Counterparts; Integration; Effectiveness Section 4.01
 Severability
 Right of Setoff
 109
      provided however Section 2.18 Section 10.08
 Governing Law; Jurisdiction; Consent to Service of Process
 THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY
EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.
 EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE JURISDICTION OF ANY COURT OF THE STATE OF TEXAS LOCATED IN TARRANT OR DALLAS
COUNTY, TEXAS AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF TEXAS, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT; PROVIDED , HOWEVER , THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE
AGENTS OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. EACH OF THE PARTIES HERETO AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENTS OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.
 EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW
 110
      OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
 EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
 Headings
 Confidentiality
 111
      provided however
 Interest Rate Limitation
   112
      Highest Lawful
Rate
    provided
 113
      Secured Affiliate
 USA Patriot Act Notice Act
 Arrangers; Syndication Agent; Co-Documentation Agents; Other Agents
 114
      Security Instruments
 Waiver of Consumer Credit Loans
 NO ORAL AGREEMENTS THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
 No Recourse to Parent provided however Section 10.20
   115
      QUICKSILVER GAS SERVICES LP, a Delaware limited
partnershipBy:
    
    Quicksilver Gas Services GP LLC, a Delaware
limited liability company, its General PartnerBy:MarLu Hiller,Vice President  Treasurer
 Signature
Page 1 to Credit Agreement
      BANK OF AMERICA, N.A., as a Lender and as L/C IssuerBy:Name:Title:BANK OF AMERICA, N.A., as Administrative AgentBy:Name:Title:
 Signature Page 2 to Credit Agreement
      BNP PARIBAS, as a Lender and as Syndication AgentBy:Name:Title:By:Name:Title:
 Signature Page 3 to Credit Agreement
      JPMORGAN CHASE BANK, N.A., as a Lender and as a
Co-Documentation AgentBy:Name:Title:
 Signature Page 4 to Credit Agreement
      THE ROYAL BANK OF SCOTLAND plc, as a Lender and as a
Co-Documentation AgentBy:Name:Title:
 Signature Page 5 to Credit Agreement
      FORTIS CAPITAL CORP., as a Lender and as a
Co-Documentation AgentBy:Name:Title:By:Name:Title:
 Signature Page 6 to Credit Agreement
      BMO CAPITAL MARKETS FINANCING, INC., as a LenderBy:Name:Title:
 Signature Page 7 to Credit Agreement
      COMPASS BANK, as a LenderBy:Name:Title:
 Signature Page 8 to Credit Agreement
      COMERICA BANK, as a LenderBy:Name:Title:
 Signature Page 9 to Credit Agreement
      SCHEDULE 2.01
 COMMITMENTS
 Lender
    
    CommitmentBank of America, N.A.
    
    $
    19,500,000BNP Paribas
    
    $
    19,500,000JPMorgan Chase Bank, N.A.
    
    $
    19,500,000The Royal Bank of Scotland plc
    
    $
    19,500,000Fortis Capital Corp.
    
    $
    19,500,000BMO Capital Markets Financing, Inc.
    
    $
    17,500,000Compass Bank
    
    $
    17,500,000Comerica Bank
    
    $
    17,500,000Total Commitment:
    
    $
    150,000,000
      SCHEDULE 3.06
 DISCLOSED MATTERS
 (a)
    
    Pending or Threatened Litigation  None.(b)
    
    Environmental Liability  None.
      SCHEDULE 3.12
 CAPITAL STRUCTURE
 [to be completed by Borrower]
 OutstandingWarrants, OptionsJurisdiction of
    
    Foreign
    
    Equity
    
    
    
    and SubscriptionEntity Name
    
    Organization
    
    Qualification
    
    Authorized
    
    Equity Issued and Outstanding
    
    RightsQuicksilver Gas
Services LP
    
    Delaware
    
    Texas
    
    
    4294308
    
    
    469,944 General Partner
Units issued to Quicksilver
Gas Services GP LLC
5,696,752 Common Units
11,513,625 Subordinated Units
    
    NoneQuicksilver Gas
Services Operating
LLC*
    
    Delaware
    
    Texas
    
    
    4294303
    
    
    100% equity interest owned
by Quicksilver Gas Services
LP
    
    NoneQuicksilver Gas
Services Operating
GP LLC*
    
    Delaware
    
    Texas
    
    
    4294312
    
    
    100% equity interest owned
by Quicksilver Gas Services
Operating LLC
    
    NoneCowtown Gas
Processing Partners
L.P.*
    
    Texas
    
    None
    
    
    800636089
    
    
    1% general partnership
interest owned by
Quicksilver Gas Services
Operating GP LLC
99% limited partnership
interest owned by
Quicksilver Gas Services
Operating LLC
    
    None
      OutstandingWarrants, OptionsJurisdiction of
    
    Foreign
    
    Equity
    
    
    
    and SubscriptionEntity Name
    
    Organization
    
    Qualification
    
    Authorized
    
    Equity Issued and Outstanding
    
    RightsCowtown Pipeline
Partners L.P.*
    
    Texas
    
    None
    
    
    800636088
    
    
    1% general partnership
interest owned by
Quicksilver Gas Services
Operating GP LLC
99% limited partnership
interest owned by
Quicksilver Gas Services
Operating LLC
    
    None
 
 *
    
    Indicates a Material Subsidiary
      SCHEDULE 3.14
 LIST OF MATERIAL CONTRACTS
 [to be completed by Borrower]
      SCHEDULE 3.17
 INSURANCE
 Insurance Carrier
    
    Type of Coverage
    
    Policy NumberSt. Paul Fire & Marine
    
    Commercial General Liability
    
    VK04203252St. Paul Fire & Marine
    
    Automobile Liability & Physical Damage
    
    VK04203252XL Specialty
    
    Non-Owned Aviation Liability
    
    NAN 3041208St. Paul Fire & Marine
    
    Umbrella Liability
    
    VK04203252(Primary $25MM)Axis Surplus
    
    Excess/Umbrella Liability
    
    EAU 726544012007($15MM xs $25MM)Chubb Custom
    
    Excess/Umbrella Liability
    
    79565071($10MM xs $40MM)AIG
Casualty (50%)
Zurich American (50%)
    
    Property, including Boiler &
Machinery and Business Interruption
    
    261 2023PCA9261090Associated Electric &
Gas Insurance
Syndicate (Premiums
paid through November
9, 2007)
    
    Directors & Officers Liability,
including Employment Practices
    
    DO702A1A06
(Primary $10MM)U.S. Specialty
(Premiums paid
through November 9,
2007)
    
    Directors & Officers Liability
    
    34MGU06A13383
($10MM xs $10MM)Associated Electric &
Gas Insurance
Syndicate (Premiums
paid through November
9, 2007)
    
    Directors & Officers Liability
    
    DO702A2A06
($10MM xs $20MM)
      SCHEDULE 7.01
 EXISTING INDEBTEDNESS
      SCHEDULE 7.02
 EXISTING LIENS
      SCHEDULE 7.04
 INVESTMENTS
 Quicksilver Gas Services LP
   Quicksilver Gas Services Operating LLC
     Quicksilver Gas Services Operating GP LLC
   Cowtown Gas Processing Partners L.P.
  Cowtown Pipeline Partners L.P.
      SCHEDULE 7.06
 TRANSACTIONS WITH AFFILIATES
      SCHEDULE 7.07
 NEGATIVE PLEDGE AGREEMENTS
 [to be completed by Borrower]
      EXHIBIT A
 [FORM OF]  ASSIGNMENT AND ACCEPTANCE
 Assignment and Acceptance [Insert name of Assignor] Assignor [Insert name of Assignee] Assignee Credit Agreement Annex 1
 Assigned Interest
 [Assignor/Assignee]
 Assignor
 Assignee    [and is an Affiliate/Approved Fund of [identify
Lender]]
 A-1
      Borrower
 Administrative Agent
 Credit Agreement
  Aggregate Amount of
    
    Amount of
    
    PercentageCommitment/Loans
    
    Commitment/Loans
    
    Assigned of
    
    CUSIPFacility Assigned
    
    for all Lenders
    
    Assigned
    
    Commitment/Loans
    
    NumberRevolving
    
    $
    
    $
    
    %$
    
    $
    
    %$
    
    $
    
    %
 [7. Trade Date:   ]
 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
  ASSIGNOR[NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Name:Title:
 A-2
      [CONSENTED TO AND]
 BANK OF AMERICA
 By:Name:Title:
 [CONSENTED TO [to be included to the extent required by Section 10.04(b) ]:]
 QUICKSILVER GAS SERVICES LP
 By:
    
    Quicksilver Gas Services GP LLC,
a Delaware limited liability company, its
General PartnerBy:Name:Title:
 A-3
      ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE
 
   Representations and Warranties
 Assignor
 Assignee
 Payments
 A-4
      General Provisions
 A-5
      EXHIBIT B-1
 [FORM OF]
 REVOLVING BORROWING REQUEST
 
 
   Credit Agreement Lenders
  Principal amount of Revolving Borrowing1:Interest rate basis2:Effective date (which is a Business Day):Interest Period3:
 
 1
    
    Not less than (i) $1,000,000 and an integral
multiple of $500,000 with respect to Eurodollar Loans or (ii) $500,000 and an
integral multiple of $100,000 with respect to ABR Revolving Borrowings (or, if
less, the aggregate balance of the unutilized Total Commitment in the case of
an ABR Revolving Borrowing).2
    
    Eurodollar Borrowing or ABR Revolving
Borrowing. B-1-1
      Wire Instructions and Account
Information:
   
 Very truly yours,QUICKSILVER GAS SERVICES LPBy:
    
    Quicksilver Gas Services GP LLC, a Delaware
limited liability company, its General PartnerBy:Name:Title:
 
 3
    
    If applicable, selected period must comply
with the definition of Interest Period and end not later than the
Maturity Date. B-1-2
     \ EXHIBIT B-2
 [FORM OF]
 INTEREST ELECTION REQUEST (REVOLVING BORROWING)
 
 
   Credit Agreement Lenders
  Revolving Borrowing to which this request applies1:Principal amount of Revolving Borrowing to be converted/continued2:Effective date of election (which is a Business Day):Interest rate basis of resulting Revolving Borrowing3:
 
 1
    
    Specify existing Type and last day of current Interest Period.2
    
    Not less than (i) $1,000,000 and an integral
multiple of $500,000 with respect to Eurodollar Loans or (ii) $500,000 and an
integral multiple of $100,000 with respect to ABR Revolving Borrowings (or, if
less, the aggregate balance of the unutilized Total Commitment in the case of
an ABR Revolving Borrowing). B-2-1
      Interest Period of resulting Revolving Borrowing4:
  
 Very truly yours,QUICKSILVER GAS SERVICES LPBy:
    
    Quicksilver Gas Services GP LLC, a Delawarelimited liability company, its General PartnerBy:Name:Title:
 
 3
    
    Eurodollar Borrowing or ABR Revolving
Borrowing.4
    
    Which must comply with the definition of
Interest Period and end not later than the Maturity Date.
      EXHIBIT B-3
 [FORM OF]
 SWINGLINE BORROWING REQUEST
 
 
   Credit Agreement Lenders
  Principal amount of Swingline Borrowing1:Interest rate basis2:Effective date (which is a Business Day):Wire Instructions and Account Information (or other disbursement instructions):
 
 1
    
    Not less than $500,000 and an integral
multiple of $100,000 (or, if less, the aggregate balance of the unutilized
Total Commitment).2
    
    Specified Rate Swingline Borrowing or ABR Swingline Borrowing.
      Very truly yours,QUICKSILVER GAS SERVICES LPBy:
    
    Quicksilver Gas Services GP LLC, a Delawarelimited liability company, its General PartnerBy:Name:Title:
      EXHIBIT B-4
 [FORM OF]
 INTEREST ELECTION REQUEST (SWINGLINE BORROWING)
  
   Credit Agreement Lenders
  Swingline Borrowing to which this request applies1:Principal amount of Swingline Borrowing to be converted2:Effective date of election (which is a Business Day):Interest rate basis of resulting Revolving Borrowing3:
 
 1
    
    Specify existing Type.2
    
    Not less than $500,000 and an integral
multiple of $100,000 (or, if less, the total outstanding principal balance of
the Swingline Loan). B-4-1
      Interest Period of resulting Revolving Borrowing4:
   Very truly yours,QUICKSILVER GAS SERVICES LPBy:
    
    Quicksilver Gas Services GP LLC, a Delaware
limited liability company, its General PartnerBy:Name:Title:
 
 3
    
    Eurodollar Borrowing or ABR Revolving Borrowing.4
    
    Which must comply with the definition of Interest Period and end not later than the Maturity Date. B-4-2
      EXHIBIT
C-1
 LIST OF
 SECURITY INSTRUMENTS
     C-1-1
      EXHIBIT C-2
 [FORM OF]
 MORTGAGE
  C-2-1
      EXHIBIT C-3
 [FORM OF]
 GUARANTY AND COLLATERAL AGREEMENT
  C-3-1
      EXHIBIT
D
 [FORM OF]
 NOTE
 $
    
    , 20___
 Borrower Lender BANK OF
AMERICA, N.A. Administrative Agent
  Credit
Agreement
 provided that
 D-1
      QUICKSILVER GAS SERVICES LP, aDelaware limited partnershipBy:
    
    Quicksilver Gas Services GP LLC, a Delaware
limited liability company, its General PartnerBy:Name:Title:
 D-2
      SCHEDULE A
  InterestPrincipal
    
    
    
    
    
    Period/
    
    Date of
    
    Amount
    
    BalanceDate
    
    Amount
    
    
    
    Interest
    
    Maturity
    
    Payment or
    
    Paid or
    
    Out-Made
    
    of Loan
    
    Type
    
    Rate
    
    Date
    
    Prepayment
    
    Prepaid
    
    standing
 D-3
      EXHIBIT E
 [FORM OF]
 COMMITMENT INCREASE CERTIFICATE
 
 To:
    
    Bank of America, N.A.,as Administrative Agentfor the Lenders referred to below700 Louisiana Street, 8th FloorMail Code: TX4-213-08-14Houston, Texas 77002Attention: Ronald E. McKaigFacsimile: (713) 247-7286
 Lenders Credit
Agreement
  [___] [___]
 QUICKSILVER GAS SERVICES LPBy:
    
    Quicksilver Gas Services GP LLC, its General PartnerBy:Name:Title:
 E-1
      BANK OF AMERICA, N.A.
 By:Name:Title:
  
 By:Name:Title:
 E-2
      EXHIBIT
F
 [FORM OF]
 ADDITIONAL LENDER CERTIFICATE
 
 To:
    
    Bank of America, N.A.,as Administrative Agentfor the Lenders referred to below700 Louisiana Street, 8th FloorMail Code: TX4-213-08-14Houston, Texas 77002Attention: Ronald E. McKaig
 Lenders Credit
Agreement
   [The [Borrower/Additional
Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2. 08(d)(ii) (F) of
the Credit Agreement.]
 Very truly yours,QUICKSILVER GAS SERVICES LPBy:
    
    Quicksilver Gas Services GP LLC, its General PartnerBy:
 F-1
      Name:Title:
  BANK OF AMERICA, N.A.,
 By:Name:Title:
  
 By:Name:Title:
 F-2
      EXHIBIT
G
 [FORM OF]
 PARENT SUBORDINATED NOTE
 G-1