exv10w18






Exhibit 10.18




Execution Version




AMENDMENT TO

GAS GATHERING AGREEMENT




     This Amendment (this “Amendment”) to the Gas Gathering Agreement dated as of October 1, 2010,
by and between Quicksilver Resources Inc.
(“Producer”) and Cowtown Pipeline Partners L.P. (“Gatherer”).



     WHEREAS, Producer and Gatherer, as the assignee of Cowtown Pipeline L.P., are
parties to the Gas Gathering Agreement (the “Alliance Agreement”) dated as of
December 1, 2009;



     WHEREAS, pursuant to the Purchase Agreement (the “Purchase Agreement”) dated
as of July 22, 2010, as amended, by and among Producer, Crestwood Holdings LLC
(f/k/a First Reserve Crestwood Holdings LLC), Cowtown Pipeline L.P. and Cowtown
Gas Processing L.P., Producer has agreed to transfer its indirect ownership
interests in Gatherer to Crestwood Holdings LLC; and



     WHEREAS, in connection with the transactions contemplated by the Purchase
Agreement, the parties hereto desire to enter into this Amendment in order to
modify certain of the terms and conditions of the Alliance Agreement as set forth
below.



     NOW, THEREFORE, in consideration of the mutual premises and benefits
contained herein, the adequacy, receipt and sufficiency of which are hereby
acknowledged, the parties amend the Alliance Agreement as follows:



     1. Section 1 of the Alliance Agreement is amended to delete the following
definitions in their entirety:


b. “Actual Quarterly Volumes” means for any calendar quarter during the primary term of
this Agreement the sum of (a) the actual volumes (measured in Mcf) of Producer’s Gas
received by Gatherer and metered at any Receipt Points during such calendar quarter, (b)
the actual volumes (measured in Mcf) of Gas received by Gatherer from Eni and metered at
any Receipt Points during such calendar quarter pursuant to the Eni GGA, and (c) the actual
volumes (measured in Mcf) of Gas received by Gatherer from third parties (other than Eni)
and metered at any Receipt Points during such calendar quarter; provided, however, that
third party volumes that are included in the calculation pursuant to this clause (c) shall
never exceed the excess, if any, of (i) Producer’s Quarterly Modeled Volumes measured in
Mcf) for such calendar quarter over (ii) the sum of the volumes that are included in the
calculation pursuant to clauses (a) and (b) of this definition for such calendar quarter.




 









 







s. “Gross Quarterly Revenue” means for any calendar quarter during the primary term of this
Agreement the product of (i) the Actual Quarterly Volumes for such calendar quarter and (ii) a rate
equal to $0.55 per Mcf (as such rate is escalated during the primary term of this Agreement in
accordance with Section 11.2).



cc. “Producer’s Quarterly Modeled Revenue” means for any calendar quarter during the
primary term of this Agreement the product of (i) the Producer’s Quarterly Modeled
Volumes for such calendar quarter and (ii) a rate equal to $0.45 per Mcf (as such rate
is escalated during the primary term of this Agreement in accordance with Section
11.2).



dd. “Producer’s Quarterly Modeled Volumes” means for any calendar quarter during the
primary term of this Agreement the volume (measured in Mcf) for such calendar quarter set
forth under the column entitled “Producer’s Quarterly Modeled Volumes” in Annex 1 hereto.



hh. “Quarterly Revenue Minimum” means for any calendar quarter during the primary term of
this Agreement the product of (i) the Actual Quarterly Volumes for such calendar quarter
and (ii) a rate equal to $0.40 per Mcf (as such rate is escalated during the primary term
of this Agreement in accordance with Section 11.2).




     2. Section 7.1 is amended by adding the words “as more particularly described
in Exhibit C attached hereto” immediately after the words “dehydration and treating
services at its existing treating facility” and by removing Section 7.1(ii)(c)(iv)
in its entirety.



     3. Section 11.1 is deleted in its entirety and replaced by the following:


“ 11.1 Producer shall pay to Gatherer fifty-five cents ($0.55) per MCF of Producer’s Gas
received by Gatherer and metered at the Receipt Points, subject to adjustment as provided
in Section 11.2 (such rate, as so adjusted, the “Gathering Fee”).”




     4. Paragraph 18 is amended by replacing the words “for a primary term of
ten (10) years” with “until December 31, 2020”.



     5. Exhibit C attached hereto is added as Exhibit C of the Alliance
Agreement.



     6. Annex 1 of the Alliance Agreement is deleted in its entirety.



     Except as amended by this Amendment, which shall be effective as of the date
hereof, the terms and provisions of the Alliance Agreement are and shall remain in
full force and effect.



 









 





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



	 	 	 	 	 
	 	QUICKSILVER RESOURCES INC.

 	 
	 	By:  	/s/ Glenn Darden
 	 
	 	 	Name:  	Glenn Darden 	 
	 	 	Title:  	President & Chief Executive Officer 	 
	 
	 	COWTOWN PIPELINE PARTNERS L.P.

 	 
	 	By:  	Quicksilver Gas Services Operating

GP LLC, its general partner 	 
	 	 	 
	 	By:  	Quicksilver Gas Services Operating

LLC, its sole member 	 
	 	 	 
	 	By:  	Quicksilver Gas Services LP, its

sole member 	 
	 	 	 
	 	By:  	Quicksilver Gas Services GP LLC,

its general partner 	 
	 	 	 
	 	By:  	 /s/
Robert G. Phillips	 
	 	 	Name:  	 Robert G. Phillips	 
	 	 	Title:  	 President	 
	 



[Signature page to Alliance GGA Amendment]




 









 






EXHIBIT C





     This Exhibit C is attached to the Gas Gathering Agreement (the “Agreement”)
dated as of December 1, 2009, by and between Quicksilver Resources Inc., as
Producer, and Cowtown Pipeline Partners, L.P., as Gatherer, and made a part thereof
for all purposes. All defined terms used herein shall have the same meaning as set
forth in the Agreement.



Dehydration
and CO2 Treating Services



The dehydration and CO2 treating services contemplate receiving the Gas at the
inlet flange of the applicable dehydration and/or CO2 treating facilities with
the following specifications:




     CO2 of less than 3.5% by volume;


and delivering the Gas at the outlet flange of the applicable dehydration and/or
CO2 treating facilities with the following specifications:



CO2 of less than 2.0% by volume, and

Not more than 7 pounds of water vapor per MMcf.