exv10w2



 





Exhibit 10.2




Fifth Amended and Restated




Cowtown Gas Facilities




Gas Gathering and Processing Agreement




Between




QUICKSILVER RESOURCES INC.,




COWTOWN PIPELINE PARTNERS L.P.




and




COWTOWN GAS PROCESSING PARTNERS L.P.




Hood County, Texas




[•], 2007




 









 





TABLE OF CONTENTS




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






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	 	 	Page	 
	ARTICLE XXIV — NOTICES AND PAYMENTS
	 	 	41	 
	ARTICLE XXV — ASSIGNMENT
	 	 	43	 
	ARTICLE XXVI — MISCELLANEOUS
	 	 	43	 






EXHIBITS




EXHIBIT A

EXHIBIT B

EXHIBIT C




ii









 





Fifth Amended and Restated

Cowtown Gas Facilities

Gas Gathering and Processing Agreement




     THIS FIFTH AMENDED AND RESTATED GAS GATHERING AND PROCESSING AGREEMENT (the “Agreement”) is
made and entered into as of the [•] day of [•], 2007 (the “Effective Date”), by and among COWTOWN
PIPELINE PARTNERS L.P., a Texas limited partnership (“Gatherer”), COWTOWN GAS PROCESSING PARTNERS
L.P., a Texas limited partnership, (“Processor”), and QUICKSILVER RESOURCES INC., a Delaware
corporation, (“Producer”). Gatherer, Processor and Producer are sometimes collectively referred to
herein as the “Parties”.



WITNESSETH, THAT:




     WHEREAS, the Parties entered into that certain Fourth Amended and Restated Gas Gathering and
Processing Agreement dated effective January 1, 2007 (the “Fourth Restatement”);



     WHEREAS, Producer has previously formed Quicksilver Gas Services LP, a Delaware limited
partnership (“MLP”), and has, as of the Effective Date, contributed certain assets and interests to
the MLP pursuant to that certain Contribution, Conveyance and Assumption Agreement, dated as of the
Effective Date, by and among Producer, MLP and the other parties thereto;



     WHEREAS, the Parties desire to amend certain terms in the Fourth Restatement;



     NOW, THEREFORE, for good and valuable consideration the adequacy, receipt and sufficiency of
which are hereby set forth and acknowledged, and for all of the



 









 







representations, warranties and mutual covenants set forth herein, Gatherer, Processor and
Producer agree to amend the Fourth Restatement as follows:



ARTICLE I -

DEFINITIONS




     1.1 For the purpose of this Agreement, the following terms and expressions used herein are
defined as follows:




	 	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:




N2  — Nitrogen

CO2 — Carbon Dioxide

H2S — Hydrogen Sulfide

C1  — Methane

C2  — Ethane

C3  — Propane

iC4 — Iso-butane

nC4 — Normal Butane

iC5 — Iso-pentane

nC5 — Normal Pentane

C6+ — Hexanes and Heavier Compounds





	 	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:




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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









 






	 	 	 	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.





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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









 






	 	 	 	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









 








	 	 	 	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









 






	 	 	 	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.





ARTICLE II -

COMMITMENT OF PROCESSING RIGHTS




     2.1 Subject to the terms and provisions hereof, Producer dedicates and agrees to deliver for
processing to Processor at the Gathering System Delivery Point(s) the total volume of Gas owned or
controlled by Producer or its successors and assigns lawfully produced from wells now or hereafter
drilled on the lands within the Contract Area or lands pooled therewith excluding Gas reserved or
utilized by Producer or its successors and assigns in accordance with the terms of Article III.
Any transfer by Producer of its right, title, or interest in the Gas to a third party, whether by
farmout, contract, or otherwise, shall be made specifically subject to this Agreement. Producer
will notify any person to whom Producer transfers all or a portion of its right, title, or interest
in the Gas that such Gas is dedicated pursuant to the terms of this Agreement to be gathered and
processed in the Facilities, and Producer shall obtain such third party’s agreement to continue
delivering such Gas to Processor during the term of and in accordance with this Agreement.
Producer will notify Gatherer and Processor of any such transfer within ten (10) days of the
effective date. Failure of Producer to so notify Gatherer and Processor will not impair Gatherer’s
and Processor’s rights under this Agreement.



8









 





     2.2 Gas shall be delivered to the Gathering System Delivery Point(s) after mechanical
separation by Producer for the removal of free water and free liquid hydrocarbons, but shall not
otherwise be processed by Producer for the removal of Liquefiable Hydrocarbons.



     2.3 Gatherer agrees that subject to the provisions hereof, it will take and gather Gas from
the Gathering System Delivery Point(s) and will cause such Gas to be delivered to the Plant
Delivery Point(s) for processing.



     2.4 Processor agrees that subject to the provisions hereof, it will receive the Gas at the
Plant Delivery Point(s) and will cause such Gas to be processed in the Plant for the recovery and
delivery of Plant Products. Processor also agrees to deliver at the Residue Gas Delivery Point(s)
to Producer or Producer’s nominee the Residue Gas as determined under the provisions of Section
10.6.



ARTICLE III -

RESERVATIONS OF PARTIES




     3.1 Producer reserves all liquid hydrocarbons, oil, or condensate removed by Producer by means
of mechanical gas-liquid separators (including heater-treaters), drips, and/or lines from the Gas
prior to delivery to Gatherer. If mechanical cooling is performed by Producer to meet the
temperature specifications of this Agreement, Producer shall not reduce the temperature of the Gas
below one hundred and twenty (120) degrees Fahrenheit.



     3.2 Producer reserves all Gas that may be required for cycling, repressuring, pressure
maintenance, and gas lift operations with respect to gas reservoirs on the premises committed
hereunder; provided, however, that the Gas used in such operations



9









 







shall be subject to the terms of this Agreement (to the extent that such Gas can be
economically saved) and delivered to Processor following the cessation of such operations.



     3.3 Producer reserves that amount of Gas which is required for above ground development and
operation within the Contract Area.



     3.4 Producer expressly reserves the right to deliver or furnish to Producer’s lessor Gas as
required to satisfy the terms of Producer’s oil and gas leases.



ARTICLE IV -

GATHERING SYSTEM DELIVERY POINT(S),

PLANT DELIVERY POINT(S) AND PRESSURE




     4.1 Producer, at its own expense, shall construct, equip, maintain, and operate all facilities
(including, but not limited to, all necessary separation, dehydration, and/or compression
equipment) necessary to deliver the Gas to Gatherer at the Gathering System Delivery Point(s) at
such pressure as is required and sufficient to enter the Gathering System, but not to exceed one
thousand two-hundred (1,200) psig.




     4.2 Following receipt of the Gas at the Gathering System Delivery Point(s), if Gatherer
provides compression for the Gas (other than Plant recompression which shall be provided by
Processor), Gatherer shall provide or cause to be provided each stage of compression for an
initial fee of $.065 per MMBTU per stage, and Producer will provide its pro rata share of
fuel required for operating such compressor(s), in order that Gas dedicated hereunder will
meet the pressure requirements at the Plant Delivery Point(s). Producer’s pro rata share of
such fuel shall equal the product of the total fuel utilized by the compressor(s) multiplied
by the fraction the numerator of which is the Gas metered into



10









 







the Gathering System upstream of the compressor(s) and the denominator of which is gas
metered into the Gathering System upstream of the compressor(s). Commencing on the
Escalation Date, the compression fee set forth herein will be adjusted by the CPI
Adjustment.



     4.3 Gatherer, at Producer’s expense, shall install, construct and equip all meters and
facilities necessary to measure the Gas at the Gathering System Delivery Point(s). Gatherer, at
its own expense, shall maintain and operate such meters throughout the term of this Agreement.



     4.4 Gatherer, in its sole and absolute discretion, may decline to construct a Gathering System
expansion if it determines that it would not be profitable to do so. In such event, Producer may
construct a Gathering System expansion at its sole cost and expense. The Gathering System
expansion must meet all of Gatherer’s specifications, and Gatherer will be responsible for the
meter station and connection to the existing Gathering System. Gatherer may, at its election, but
within two years (2) of the initial delivery of production from the Gathering System expansion
acquire the ownership of the Gathering System expansion installed by the Producer by reimbursing
Producer for the actual cost of the Gathering System expansion with no allowance for inflation or
depreciation. In such event, Producer agrees to execute all assignments or contracts deemed
necessary to accomplish the transfer to Gatherer of title to the Gathering System expansion,
including rights-of-way and easements. In the event neither Gatherer nor Producer elect to
construct the necessary Gathering System expansion to connect the Gathering System Delivery Point
to the existing Gathering System, then this Agreement shall terminate as to the Gas from the well
or wells to be connected to that Gathering System Delivery Point.



11









 





     4.5 Gatherer hereby agrees to deliver the Gas to the Processor at the Plant Delivery Point(s)
at a pressure sufficient to enter the Plant, but in no way greater than five hundred (500) psig
unless Gatherer is providing compression pursuant to Section 4.2.



ARTICLE V -

REGULATION OF PRODUCTION




     It is understood and agreed by the Parties that in order for Gatherer and Processor to
maintain maximum efficiency in the Facilities, and in order to prevent flaring and/or bypassing of
Gas, it will be necessary to maintain a uniform rate of flow of Gas to the Facilities from all
sources during each twenty-four (24) hour period. Therefore, Producer agrees that it will
cooperate with Gatherer and Processor in regulating the flow rate of the Gas and in establishing a
producing schedule to deliver on a best efforts basis the Gas at a uniform and continuous flow
rate. In the event that Gatherer enters into an operational balancing agreement with a third party
pipeline, Producer hereby agrees to be bound by the terms set forth therein.



12









 





ARTICLE VI -

QUANTITY




     6.1 Subject to Gathering System and Plant capacity, Gatherer shall gather and Processor shall
process that volume of Gas legally allowed to be produced which is attributable to the interest
owned or controlled by Producer or its successors and assigns in wells drilled on lands within the
Contract Area or lands pooled therewith; provided, after processing, Producer or Producer’s nominee
will accept the Residue Gas. Processor shall regulate the flow of gas at the Plant in the
quantities and at the times desired by Processor to prudently operate the Plant and/or to meet the
fluctuating condition of Processor’s and Producer’s markets. Gatherer or Processor may, from time
to time, find it necessary to shut off entirely or restrict the flow of gas to the Gathering System
or Plant, respectively; notwithstanding anything herein to the contrary, in such event, neither
Gatherer nor Processor shall be liable to Producer for the resulting effect thereof. Gatherer and
Processor shall provide Producer prior notice of any shut down due to routine maintenance and shall
prudently work to minimize the amount of such downtime.



     6.2 Producer shall nominate to Gatherer in writing, not less than three (3) business Days
prior to the first day of each Month during the term of the Agreement, the daily quantity of Gas
(expressed in MCF’s and MMBTU’s) that Producer shall deliver to Gatherer at the Gathering System
Delivery Point(s) for gathering during such Month. Producer shall also nominate to Processor in
writing, not less than three (3) business Days prior to the first day of each Month during the term
of the Agreement, the daily quantity of Residue Gas (expressed in MCF’s and MMBTU’s) that Producer
or Producer’s nominee shall receive at the Residue Gas Delivery Point(s) following processing at
the Plant.



13









 





     6.3 Gatherer, Processor, and Producer shall designate a dispatcher(s) who shall be
continuously on call for nomination purposes, and shall notify each other in writing of such
dispatcher(s) and their telephone number(s).



     6.4 Producer’s dispatcher shall notify Gatherer’s and Processor’s dispatchers in advance of
any anticipated decrease in delivery rate below the daily nominated quantity. Producer’s
dispatcher must obtain the prior written approval from Gatherer’s and Processor’s dispatchers for
any delivery rate in excess of the daily quantity rate. Gatherer’s and Processor’s dispatcher
shall notify Producer’s dispatcher of any anticipated inability to receive the Gas at a delivery
rate less than (a) the daily nominated quantity rate; or (b) a previously orally authorized
delivery rate in excess of the daily nominated quantity rate.



     6.5 If insufficient Plant or pipeline capacity exists to process all the Gas, the Plant
processing capacity will be prorated for all gas dedicated to the Plant , without undue
discrimination, and the Gas unable to be processed will be bypassed ratably, if allowed.



     6.6 Processor shall have the right, but not the obligation, to expand the Plant or build a new
gas processing plant at a different location, and in such event, the Gas, or a portion thereof, may
be processed by Processor in the expanded Plant or the new gas processing plant in accordance with
the terms of this Agreement.



ARTICLE VII -

QUALITY




     7.1 Gatherer and Processor shall not be obligated to receive, gather and process (as the case
may be) Gas delivered hereunder that fails to meet the following specifications:



14









 






	 	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









 






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





     7.2 If any of the Gas delivered by Producer hereunder should fail to meet the quality
specifications set forth in this Article VII, Gatherer and Processor may elect to either (i) accept
and process such Gas, (ii) accept, but treat and/or condition such Gas prior to gathering or
processing at an additional cost, or (iii) refuse to accept such Gas. The acceptance of Gas not
meeting the quality specifications set forth in Article VII shall not be deemed a waiver of
Gatherer’s and Processor’s right to reject such Gas at any later time, and Gatherer and Processor
shall be entitled, at any time and from time to time, to decline to accept proffered deliveries of
Gas not meeting the quality specifications set forth herein.



     7.3 If Gatherer and Processor elect to
accept but treat and/or condition the non-conforming Gas prior to gathering and processing,
Gatherer and Processor shall advise the Producer of such election and associated fees. Producer
shall then have a maximum of thirty (30) days to advise Gatherer and Processor if it will treat
and/or condition such non-conforming Gas and the cost associated with such treatment. If Producer
does not elect to treat and/or condition such non-conforming Gas or fails to make such election
within the specified time period, then the Gatherer and Processor shall have the right to (a)
proceed with gathering and processing such non-conforming Gas and Producer shall pay to Gatherer
and Processor all costs associated with such actions or (b) reject and release such non-conforming
Gas from the terms of the Agreement.



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ARTICLE VIII -

TESTS




     8.1 Producer, Gatherer and Processor do hereby agree as follows:




	 	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









 






	 	 	 	and Producer shall give advance written notice to Gatherer and Processor in
the event that it exercises such right.





     8.2 Physical constants required for making calculations hereunder shall be taken from the Gas
Processors Association Physical Constants Publication No. 2145-03 (as amended from time to time).
Physical constants for the hexanes and heavier hydrocarbons portion of hydrocarbon mixtures shall
be assumed to be the same as the physical constants for hexane. The heat content per gallon of
each liquid hydrocarbon Component shall be determined by multiplying the cubic feet per gallon of
such liquid hydrocarbon Component by the heat content per cubic foot thereof.



ARTICLE IX -

MEASUREMENT AND METER TESTING




     9.1 The unit of volume for measurement of Gas delivered hereunder shall be one thousand
(1,000) cubic feet of Gas at a base temperature of sixty (60) degrees Fahrenheit and at an absolute
pressure of 14.65 psia and saturated with water vapor. All fundamental constants, observations,
records, and procedures involved in determining the quantity of Gas delivered hereunder shall be in
accordance with the standards prescribed in Report Nos. 3 and 8, of the American Gas Association,
as amended or supplemented from time to time, respectively. It is agreed that for the purpose of
measurement and computations hereunder, the atmospheric pressure shall be assumed to be 14.7 psia
regardless of the atmospheric pressure at which the Gas is measured and that the Gas obeys the
Ideal Gas Laws as to variations of volume with pressure and specific gravity, including the
deviation from Boyle’s law, shall all be made by Gatherer and Processor in accordance with
applicable rules, regulations, and orders. It is also agreed that the Gatherer and Processor




18









 




may apply a uniform correction factor for water vapor if they deem necessary in
their sole and absolute discretion.




     9.2 Gatherer shall install, maintain, and operate, or cause to be maintained and operated, a
measuring station located at each Gathering System Delivery Point, the Residue Gas Delivery
Point(s) and the Plant Products Delivery Point. Processor shall install, maintain, and operate a
measuring station located downstream of the separation facilities at each Plant Delivery Point.
Said measuring station(s) shall be so equipped with orifice meters, recording gauges, or other
types of meter or meters of standard make and design commonly acceptable in the industry, and of
suitable size and design, as to accomplish the accurate measurement of Gas delivered hereunder.
The changing and integration of the charts (if utilized for measurement purposes hereunder) and
calibrating and adjusting of meters shall be done by Gatherer or Processor, as appropriate.
Gatherer and Processor shall have the right to utilize electronic gas measuring equipment should
they so desire.



     9.3 Processor shall measure or cause to be measured the volume of Plant Products in gallons.



     9.4 Producer may, at its option and expense, install check meters for checking Gatherer’s
metering equipment at each Gathering System Delivery Point; and the same shall be so installed as
not to interfere with the operation of the Facilities.



     9.5 The temperature of the Gas flowing through the meter shall be determined by the continuous
use of a recording thermometer or device installed by Gatherer or Processor, as the case may be, so
that it will properly record the temperature of the Gas flowing through the meter.



19









 





     9.6 The specific gravity of the Gas flowing through the meter shall be determined by methods
commonly accepted in the industry. Specific gravities so determined will be used in calculating
Gas deliveries until the next specific gravity test is made.



     9.7 Each Party shall have the right to be present at the time of any installing, reading,
sampling, cleaning, changing, repairing, inspecting, testing, calibrating, or adjusting done in
connection with the other’s measuring equipment used in measuring deliveries hereunder. The
records from such measuring equipment shall remain the property of their owner, but upon request,
each will submit to the other its records and charts, together with calculations therefrom subject
to return within thirty (30) days after receipt thereof. If meters utilizing charts are used to
measure Gas hereunder, then the charts shall be kept on file for a period of two (2) years, or such
longer period as may be required by law. In addition, any other measurement data shall also be
kept for the same time period. Each Party, during each of the first three production months, and
after that at least semi-annually, or more often if necessary, shall calibrate the meters and
instruments installed by it or cause the same to be calibrated. Gatherer shall give Producer ten
(10) days notice in advance of such tests so that the latter may, at its election, be present in
person or by its representative to observe adjustments, if any are made.



     9.8 If the metering equipment is found to be inaccurate by two percent (2%) or more,
registration thereof and any payment based upon such registration shall be corrected at the rate of
such inaccuracy for any period of inaccuracy which is definitely known or agreed upon, or if not
known or agreed upon, then for a period extending back one-half of the time elapsed since the last
day of the calibration. Unless conclusively determined that either Gatherer’s or Processor’s
measurement equipment is inaccurate by two percent (2%)



20









 







or more, Gatherer’s or Processor’s, as the case may be, measurement shall be
deemed to be correct for all purposes hereunder, and no adjustment shall be made to the previous
volumes. Following any test, any metering equipment found to be inaccurate to any degree shall be
adjusted immediately to measure accurately. If for any reason any meter is out of service or out
of repair so that the quantity of Gas delivered through such meter cannot be ascertained or
computed from the readings thereof, the quantity of Gas so delivered during such period shall be
estimated and agreed upon by the Parties hereto upon the basis of the best available data using the
first of the following methods which is feasible:




	 	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; or
	 
	 	c.	 	By estimating the quantity of deliveries during preceding
periods under similar conditions when the meter was registering accurately.





     9.9 If Producer shall notify Gatherer, or if Gatherer shall notify Producer, at any time that
a special test of any Gathering System Delivery Point meter is desired, the Parties shall cooperate
to secure an immediate verification of the accuracy of such meter and joint observation of any
adjustments. All tests of Gatherer’s measuring equipment at any Gathering System Delivery Point
shall be made at Gatherer’s expense, except that the Producer shall bear the expense of tests made
at its request if the inaccuracy found is less than two percent (2%). Expense as used in this
Section 9.9 shall be limited to actual costs
of Gatherer as the result of testing and shall not include any costs incurred by Producer as
the result of witnessing said testing.



21









 





     9.10 If during any month less than 1,000 MCF of Gas is delivered to a Gathering System
Delivery Point, (except for reasons of Force Majeure), then Gatherer shall charge a meter fee
applicable to any such Gathering System Delivery Point equal to four hundred dollars ($400.00).
Such fee shall be deducted from the compensation otherwise due Producer under this Agreement; or,
at Gatherer’s election, Producer may be invoiced for such amount payable thirty (30) days after
receipt.



     9.11 The Parties hereto recognize and acknowledge that technological advances may occur over
the term of this Agreement which may render certain measurement devices obsolete, or less accurate,
or less efficient than that which may be available. In such event, Gatherer or Processor may, with
Producer’s approval, substitute or utilize such available measurement equipment in lieu of any
measurement equipment described above in this Article IX.



     9.12 If for any reason the Gas is delivered to Gatherer at a Gathering System Delivery Point,
with pulsations that affect the accuracy of the measurement, Producer shall be responsible for
installing necessary pulsation dampeners, or other devices, to eliminate or reduce the pulsations
to an acceptable level determined by Gatherer.



ARTICLE X -

ALLOCATION PROCEDURE




     10.1 With regard to the allocation of Plant Products, for each accounting period, the actual
Plant Products will be allocated to each Gathering System Delivery Point based on the “Theoretical
Plant Product Content of each Gathering System Delivery Point”. The
Component attributable to the Plant Products will be determined by analysis at the Plant
Products Delivery Point. The Theoretical Plant Product Content of each Gathering System Delivery
Point will equal the product of the Gathering System Delivery Point’s share of plant



22









 







inlet MCF multiplied by the GPM (Gallons per MCF) as determined by the chromatograph analysis of a sample of
the Gathering System Delivery Point. The actual recovered liquids of each Plant Product during the
accounting period shall be allocated to each Gathering System Delivery Point in the ratio that the
theoretical content of each product in the Gas processed in the Plant from each Gathering System
Delivery Point bears to the total theoretical content of each product in all the gas processed in
the Plant during the accounting period. For purposes of allocation, the terms set forth below
shall have the following meanings:


GSDP = Gathering System Delivery Point

PIDP = Plant Inlet Delivery Point by lease Products Delivery Point

TCPP = Theoretical Component Plant Product

GPM = Gallons Per Thousand Cubic Feet



COMP = NGL Product Component (Ethane, Propane,
Iso-Butane, N-Butane, Iso-Pentane and N-Pentane)




	 	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%






     10.2 With regard to the allocation of Residue Gas, for each accounting period, the
actual metered residue gas at each Residue Gas Delivery Point shall be allocated to each
Gathering System Delivery Point based on the calculated Theoretical Residue Remaining at the
Plant Tailgate. “The Calculated Theoretical Residue Remaining” shall be determined as follows:




23









 





     Each Gathering System Delivery Point’s share of plant inlet volume MCF\MMBTU, minus each
Gathering System Delivery Point Plant Product shrinkage (product shrinkage factors based on GPA
2145-03 bulletin), minus the allocated Plant Fuel, minus the line loss or plus the line gain. For
purposes of allocation, the terms set forth below shall have the following meanings:




GSDP = Gathering System Delivery Point

PIV = PLANT INLET VOLUME

MUV = MAKEUP GAS VOLUME

PPS = PLANT PRODUCT SHRINKAGE

PPG = PLANT PRODUCT GALLONS

PF = PLANT FUEL

MRV = METERED RESIDUE VOLUME


The Residue Gas allocation formula shall be as follows:




	 	 	 	 	 	 	 
	 

	 	PIV = 
	 	GSDP – MUV
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	total metered PIV	 	 







PPS = PPG X the product shrinkage factor.




THEO RESIDUE = (PIV – PPS) – PF.




MRV is allocated based on the THEO RESIDUE.



ARTICLE XI -

DISPOSITION OF PRODUCER’S PORTION OF PLANT PRODUCTS




     On behalf of Producer, Processor shall have the right to sell all Plant Products removed or
extracted from the Facilities after Gas is delivered at the Plant Delivery Point(s). Processor
shall sell the Plant Products at the Plant Products Delivery Point, and Producer shall have no
right to take the Plant Products in kind at the Plant Products Delivery Point. Processor shall
remit to Producer its share of the net proceeds received by Processor at the Plant Product Delivery
Point.



24









 





ARTICLE XII -

GATHERING AND PROCESSING FEES




     12.1 Producer shall pay to Gatherer forty cents ($0.40) per MMBTU of Gas gathered pursuant to
this Agreement (the “Gathering Fee”).



     12.2 Producer shall pay to Processor fifty cents ($0.50) per MMBTU of Gas processed pursuant
to this Agreement (the “Processing Fee”).



     12.3 On the Escalation Date, both the Gathering Fee and Processing Fee will increase by a
percentage equal to the CPI Adjustment.



     12.4 At any time during the term of this Agreement, Producer may request that the Parties
enter into negotiations to reduce either the Gathering Fee or Processing Fee, or both, and Gatherer
and Processor agree to participate fully and reasonably in such negotiations.



ARTICLE XIII -

DISPOSITION OF PRODUCER’S PORTION OF RESIDUE GAS




     Processor will deliver the Residue Gas to the Residue Gas Delivery Point(s). Processor agrees
to deliver Producer’s Residue Gas at a pressure sufficient to enter the
third party natural gas pipeline(s), but in no event shall Processor be obligated to deliver
Residue Gas at a pressure which exceeds the Plant discharge pressure of one thousand and sixty
(1,060) psig. Producer will separately contract with a third party regarding the transportation
and sale of their Residue Gas.



ARTICLE XIV -

ACCOUNTING, PAYMENTS AND CREDIT ASSURANCES




     14.1 Gatherer and Processor shall furnish to Producer on or before the twenty-fifth (25th) day
of each month a report or statement disclosing information necessary to enable Producer to make
reasonable and accurate statistical and accounting entries upon its



25









 







books concerning all phases of
this Agreement related to the preceding month, including an allocation statement of Residue Gas
delivered for Producer’s account to its Residue Gas purchaser and the amounts due Gatherer and
Processor for the services provided hereunder. Producer shall remit the amounts due Gatherer and
Processor within thirty (30) days after the receipt of Gatherer’s and Processor’s statement.
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.
Unpaid amounts due shall accrue interest at the lesser of a rate equal to one and one half percent
(1.5%) per Month or the maximum rate permitted by law, until the balance is paid in full.



     14.2 Each Party shall have the right during reasonable hours to examine books, records,
charts, and original test data of the other party to the extent necessary to verify
the accuracy of any statement, charge, credit, computation, test, or delivery made pursuant to
any provision hereof. If any such examination reveals any inaccuracy in any such statement,
charge, credit, computation, test, or delivery, the necessary adjustment shall be promptly made
without interest or penalty. Neither party will have any right to recoup or recover prior
overpayments or under payments that result from error that occur in spite of good faith performance
if the amounts involved do not exceed one thousand dollars ($1,000.00).



     14.3 Processor shall pay to Producer monthly, on or before the sixtieth (60th) day after the
end of the production month, but in no case sooner than Processor receives



26









 







payment from its
purchaser, the sums due under Article XI for Producer’s Plant Products marketed by Processor during
the preceding month less the amount of any taxes actually paid by Processor which are applicable to
such quantities. This payment shall be made irrespective of the interest, title, or lien of any
royalty or mineral owner or any third party or parties in and to the Gas delivered by Producer to
Processor hereunder, the Plant Products, or Residue Gas derived therefrom, or proceeds accruing
from the sale thereof.



     14.4 Producer shall be responsible for the payment of all royalties due on the Gas. 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.



     14.5 Notwithstanding any change in ownership of Producer’s properties, Gatherer and Processor
shall never be required to make payments or to give notices required under
the provisions of this Agreement to more than one party, and, in the event that the properties
subject to this Agreement shall ever be owned by more than one party, Gatherer and Processor may
withhold (without interest) further payments and notices until all of the owners of such properties
have designated one party to act for them in all respects relating to said properties and this
Agreement, including the rendering of bills, the submission of charts, and the receipt of payments
and notices hereunder.



     14.6 Processor, at its election, may deduct from its payment to Producer sums, if any, due to
Gatherer or Processor under the terms of this Agreement.




27









 





     14.7 All accounting records and documents directly related to this Agreement prepared by
any Party hereto shall be retained for a period of not less than two (2) years following the end of
the calendar year of their origination. The Parties further agree that all matters relating to the
accounting hereunder for any calendar year shall be considered correct and not subject to further
audit or legal challenge after two years following the end of the calendar year.



     14.8 Producer must maintain such creditworthiness as Gatherer and Processor shall reasonably
require. Gatherer and Processor’s creditworthiness requirements shall be substantially similar to
the requirements set forth below:




	 	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









 






	 	 	 	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.





ARTICLE XV -

WARRANTY




     15.1 Producer warrants the title to all Gas and all Components thereof which shall be
delivered by Producer to Gatherer and Processor hereunder, the right to enter into this Agreement
with reference to such Gas, and that such Gas is free from all liens and adverse claims; 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









 







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. Producer agrees to make
settlement for all royalties, overriding royalty interests, and/or production payments due and
payable on the Gas delivered to Gatherer and Processor hereunder, the Plant Products extracted and
saved therefrom, and the sale and disposition of the Residue Gas thereof, all in accordance with
the terms of the leases from which Gas processed hereunder is produced, applicable instruments of
title, and all amendments thereto.



     15.2 If Producer’s title to the Gas, Plant Products derived therefrom, or Residue Gas is
questioned, Processor may withhold payments of proceeds due hereunder without interest up to the
amount of the claim until title is free from such questions or until Producer furnishes a bond
satisfactory to Processor conditioned to save Gatherer and Processor harmless, or other surety
satisfactory to Gatherer or Processor.



     15.3 Producer also represents and warrants that it has full authority to receive payment for
the sum of all Gas delivered hereunder.



ARTICLE XVI -



TAXES




     16.1 Producer shall pay or cause to be paid all production, severance and ad valorem taxes,
assessments, and other charges levied or assessed against the Gas delivered by Producer hereunder,
and against Producer’s portion of the Plant Products,
against Producer’s Residue Gas, and against the sale thereof, and all taxes and statutory
charges levied or assessed against any of Producer’s properties, facilities, or operations.



30









 





     16.2 Processor shall pay all taxes and statutory charges levied or assessed against the Plant
and operations concerning such plant.



     16.3 Gatherer shall pay all taxes and statutory charges levied or assessed against the
Gathering System and operations concerning such system.



     16.4 The price paid under Article XII of this Agreement includes reimbursement for state
severance taxes paid by Producer and Processor under this Article XVI of the Agreement.



ARTICLE XVII -



INDEMNITY




     17.1 As between the Parties, and as to liability, if any, accruing to either Party hereto, or
to any third party, Producer shall be solely liable for and in control and possession of the Gas
deliverable hereunder until the Gas is delivered to Gatherer at the Gathering System Delivery
Point(s). Gatherer shall be solely liable for and in control and possession of the Gas deliverable
hereunder until the Gas is delivered to Processor at the Plant Delivery Point(s). Processor shall
be solely liable for and in control and possession of the Gas and the Plant Products until
Processor has delivered Residue Gas to Producer at the Residue Gas Delivery Point(s) whereupon
Producer shall again be in control and possession thereof and bear the risk of loss of the Residue
Gas.



     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









 







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









 







(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









 







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









 







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.



ARTICLE XVIII -



FORCE MAJEURE




     In the event any Party is rendered unable, either wholly or in part, by force majeure to carry
out its obligations under this Agreement, other than the obligation to make payments due hereunder,
it is agreed that on such Party giving notice and full particulars of such inability by telephone
and in writing to the other Parties as soon as possible after the occurrence of the cause relied
on, then the obligations of the Party giving such notice, so far as they are affected by such force
majeure, shall be suspended during the continuance of any inability so caused, but for no longer
period, and such cause shall, as far as possible, be remedied with all reasonable dispatch. The
term “force majeure” as employed herein shall mean any act or event which wholly or partially
prevents or delays the performance of obligations arising under this Agreement if such act or event
is not reasonably within the control of and not caused by the fault or negligence of the Party
claiming force majeure and which by the exercise of due diligence such Party is unable to prevent
or overcome, including, without limitation, by the following enumeration: acts of God; strikes;
lockouts; or other industrial disturbances; acts of the public enemy; wars; blockades;
insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods;
washouts; arrests and restraints of governments and people; civil disturbances;
explosion, breakage, or accidents to machinery, plant facilities, or lines of pipe; the
necessity for making repairs to or alterations of machinery, plant facilities, or lines of pipe;



35









 




freezing of wells or lines of pipe; partial or entire failure of wells; and the inability of either
Producer, Gatherer or Processor to acquire, or the delays on the part of either Producer, Gatherer
or Processor in acquiring, at reasonable cost and after the exercise of reasonable diligence: (a)
any servitude, rights-of-way grants, permits, or licenses; (b) any materials or supplies for the
construction or maintenance of facilities; and (c) any permits or permissions from any governmental
agency if such are required. It is understood and agreed that the settlement of strikes or
lockouts shall be entirely within the discretion of the Party having the difficulty and that the
above requirements that any force majeure shall be remedied with all reasonable dispatch shall not
require the settlement of strikes or lockouts by acceding to the demands of the opposing party when
such course is inadvisable in the sole discretion of the Party having the difficulty.




ARTICLE XIX -



UNPROFITABLE OPERATIONS AND RIGHTS OF TERMINATION




     19.1 If, in the sole and absolute opinion of Gatherer, the gathering of Gas from any well or
wells, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due
to its volume, government regulations, or any cause other than force majeure, Gatherer shall not be
obligated to gather or may cease gathering the Gas therefrom so long as such condition exists.
Gatherer agrees that in its determination of uneconomical gathering, the same criteria shall be
used for the Gas as for all other gas being gathered through the Gathering System. In the event
that Gatherer refuses to gather the Gas, Producer may dispose of the Gas not gathered as it sees
fit; provided that Gatherer at any time thereafter shall have the right to gather all of the Gas
refused, if
refused for reason or reasons resulting from an act of Producer or lack of action on the part
of Producer, conditioned upon Gatherer giving Producer at least two (2) months’ notice of



36









 




its
election so to do. In the event that Gatherer refuses to gather the Gas for a period of sixty (60)
consecutive days causing Producer’s well(s) to be shut-in, Producer shall have the option,
exercised solely at its discretion, to terminate the Agreement in its entirety insofar and only
insofar as it pertains to Gas produced from the affected well(s) by providing to Gatherer a thirty
(30) days’ advance written notice of such termination.

     19.2 If, in the sole and absolute opinion of Processor, the processing of Gas from any well or
wells, or any Gathering System Delivery Point, under this Agreement, is or becomes uneconomical due
to its volume, Plant Product content, government regulations, or any cause other than force
majeure, Processor shall not be obligated to process or may cease processing the Gas therefrom so
long as such condition exists. Processor agrees that in its determination of uneconomical
processing, the same criteria shall be used for the Gas as for all other gas being processed
through the Plant. In the event that Processor refuses to process the Gas, Producer may dispose of
the Gas not processed as it sees fit; provided that Processor at any time thereafter shall have the
right to process all of the Gas refused, if refused for reason or reasons resulting from an act of
Producer or lack of action on the part of Producer, conditioned upon Processor giving Producer at
least two (2) months’ notice of its election so to do. In the event that Processor refuses to
process the Gas for a period of sixty (60) consecutive days and Gatherer is unable to by-pass the
Plant in order to deliver Producer’s gas to an alternative pipeline willing to accept Producer’s
unprocessed Gas causing Producer’s well(s) to be shut-in, Producer shall have the option, exercised
solely at its discretion, to terminate this Agreement insofar as it pertains to Gas
produced from the affected well(s) by providing to Processor a thirty (30) days’ advance
written notice of such termination.




37









 








     19.3 In the event Processor should at any time hereafter elect to permanently discontinue the
operation of the Plant, Gatherer, Processor and Producer shall each have the option, exercised
solely at its discretion, of terminating this Agreement in its entirety upon one hundred twenty
(120) days advance written notice of such termination notice to the other Parties.



     19.4 Nothing herein shall be construed to require Producer to drill any well or to continue to
operate any well which a prudent operator would not in like circumstances drill or continue to
operate.



     19.5 It is agreed that neither Gatherer nor Processor shall be obligated to expand the
Facilities in order to provide capacity hereunder.



ARTICLE XX -



TERM




     This Agreement shall be effective from the date hereof and, subject to the other provisions
hereof, shall continue in full force and effect for a primary term of ten (10) years and shall be
automatically renewed for one (1) year periods thereafter unless on or before ninety (90) days
prior to the expiration of the primary term or the expiration of a one (1) year renewal period a
Party hereto provides written notice of termination.



ARTICLE XXI -



REGULATORY BODIES




     This Agreement and the provisions hereof shall be subject to all valid applicable federal,
state, and local laws, order, rules, and regulations. Producer, Gatherer and Processor have
entered into this Agreement with the understanding, and in reliance on the fact, that this
Agreement and/or performance of this Agreement are not and will not be
subject to the jurisdiction or regulation of the Federal Energy Regulatory Commission
(“FERC”). If this Agreement and/or performance of this Agreement becomes subject to



38









 







such
jurisdiction and/or regulation, this Agreement shall automatically terminate unless Producer,
Gatherer and Processor agree, in writing, within thirty (30) days of the effective date of the
attachment of any such jurisdiction and/or regulation, that this Agreement shall continue after
such effective date.



ARTICLE XXII -



ARBITRATION




     Any controversy between the Parties arising under Article X of this Agreement and not resolved
by agreement shall be determined by a board of arbitration upon notice of submission given either
by Processor, Gatherer or Producer, which request shall also name one arbitrator. The Parties
receiving such notice shall, within ten (10) days thereafter, by notice to the others, jointly name
the second arbitrator, or failing so to do, the Party giving notice of submission shall name the
second. The two arbitrators so appointed shall name the third, or failing so to do within ten (10)
days, then upon the written application of any Party, such third arbitrator may be appointed by the
American Arbitration Association. The arbitrators selected to act hereunder shall be qualified by
education, experience, and training to pass upon the particular question in dispute. The
jurisdiction of the arbitrators will be limited to the single issue referred to arbitration, and
the arbitration shall be conducted pursuant to the guidelines set forth by the American Arbitration
Association; provided, however, that should there be any conflict between the guidelines and the
procedures set forth in this Agreement, the terms of this Agreement shall control. Within fifteen
(15) days following selection of the third arbitrator, each Party shall furnish the arbitrators in
writing its position regarding the issue being arbitrated. The arbitrators
may, if they deem necessary, convene a hearing regarding the issue being arbitrated. The
arbitrators shall render their decision in writing within thirty (30) days after the appointment



39









 







of the third arbitrator or the conclusion of the hearing, if one is held. If within said period a
decision is not rendered by the arbitrators, new arbitrators may be named and shall act hereunder
at the election of any of Processor, Gatherer or Producer in like manner as if none has been
previously named. The arbitrators’ decision shall be final and binding upon the Parties as to the
issue submitted and the Parties will abide by and comply with such decision. The expenses of
arbitration shall be borne equally by the Parties, except that each Party shall bear the
compensation and expenses of its counsel, witnesses, and employees.



ARTICLE XXIII -



DISPUTES




     23.1 Subject to the terms as set forth in Article 22 of this Agreement, should a dispute arise
between the Parties, the Parties shall promptly seek to resolve any such dispute by negotiations
among the senior executives of the Parties who have the authority to settle such dispute (“Senior
Executives”) prior to the initiation of any lawsuit. The Senior Executives shall meet at a
mutually acceptable time and place within fifteen (15) days and thereafter as often as they
reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute.
All negotiations and communications pursuant to this Section 12(b) shall be treated and maintained
by the Parties as confidential information and shall be treated as compromise and settlement
negotiations for purposes of the federal and state Rules of Evidence. If the matter has not been
resolved within thirty (30) days after the initial meeting of the Senior Executives, or such longer
period as may be mutually agreed upon, either Party may initiate a lawsuit.



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



40









 







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.



     23.3 In any suit filed by a Party hereto to resolve a dispute arising under this Agreement or
related to the services provided hereunder, each Party hereby covenants and agrees to take all
steps necessary to waive a trial by jury.



ARTICLE XXIV -



NOTICES AND PAYMENTS




     Any notice, request, demand, statement, or bill provided for in this Agreement shall be in
writing and delivered by hand, mail, or facsimile. All such written communications shall be
effective upon receipt by the other party at the address of the parties hereto as follow:



	 	 	 
	     Producer
	 	 
	 
	 	 
	Statements:

	 	Quicksilver Resources Inc.
	 

	 	777 West Rosedale Street
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Revenue Accounting
	 
	 	 
	Payments:

	 	Quicksilver Resources Inc.
	 

	 	777 West Rosedale Street
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Accounting
	 
	 	 
	Contractual:

	 	Quicksilver Resources Inc.






41









 






	 	 	 
	 

	 	777 West Rosedale Street
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Marketing
	 
	 	 
	     Gatherer
	 	 
	 
	 	 
	Statements:

	 	Cowtown Pipeline Partners L.P.
	 

	 	777 West Rosedale Street
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Revenue Accounting
	 
	 	 
	Payments:

	 	Cowtown Pipeline Partners L.P.
	 

	 	777 West Rosedale
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Accounting
	 
	 	 
	Contractual:

	 	Cowtown Pipeline Partners L.P.
	 

	 	777 West Rosedale
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Marketing
	 
	 	 
	     Processor
	 	 
	 
	 	 
	Statements:

	 	Cowtown Gas Processing Partners L.P.
	 

	 	777 West Rosedale
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Revenue Accounting
	 
	 	 
	Payments:

	 	Cowtown Gas Processing Partners L.P.
	 

	 	777 West Rosedale
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Accounting
	 
	 	 
	Contractual:

	 	Cowtown Gas Processing Partners L.P.
	 

	 	777 West Rosedale
	 

	 	Fort Worth, TX 76104
	 

	 	Attn: Marketing






     Any of the Parties may designate a further or different address by giving written notice to
the other Parties.



42









 





ARTICLE XXV -



ASSIGNMENT




     This Agreement (and a Party’s rights and obligations hereunder) is assignable in whole or in
part. This Agreement shall be binding upon and inure to the benefit of the heirs, executors,
administrators, successors, and assigns of the respective Parties hereto; provided that no transfer
of or succession to the interest of any Party hereunder, either wholly or partially, shall affect
or bind the other Parties until it shall have been furnished with the original instrument or with
the proper proof that the claimant is legally entitled to such interest.



ARTICLE XXVI -



MISCELLANEOUS




     26.1 No waiver by any Party of any one or more defaults in the performance of any provision of
this Agreement shall operate or be construed as a waiver of any default or future defaults,
whether of a like or different character.



     26.2 This Agreement contains the entire agreement between the Parties and there are no oral
promises, agreements, or warranties affecting it. This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties hereto; provided, however, that the
Parties may not, without the prior approval of the Conflicts Committee (as such term is defined in
MLP’s partnership agreement), agree to any amendment or modification of this Agreement that the
general partner of MLP determines will adversely affect the holders of common units of MLP.



     26.3 The provisions of this Agreement are enforceable by the Parties hereto and MLP, which is
an intended third party beneficiary hereof. Except as described in the immediately preceding
sentence, nothing in this Agreement, express or implied, is intended to confer upon any person
other than the Parties hereto and MLP and their respective



43









 







successors and assigns, any rights, benefits or obligations hereunder. No limited partner of
the MLP shall have the right, separate and apart from MLP, to enforce any provision of this
Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.



     26.4 The descriptive headings of the provisions of these general provisions are formulated and
used for convenience only and shall not be deemed to affect the meaning or construction of any such
provisions.



     26.5 This Agreement supersedes and replaces any other contract(s) or agreements(s) which may
exist between the Parties covering the processing of the Gas dedicated hereunder.



     26.6 Nothing in this Agreement is intended to create a partnership or joint venture under
state law or to render the Parties hereto jointly and severally liable to any third party. Each of
the Parties elects to be excluded from the provisions of Subchapter K, Chapter 1 of Subtitle A, of
the Internal Revenue Code of 1986 pursuant to the provisions of Article 761(a) of such code and
from any similar provisions of state law. Processor shall timely file such evidence of this
election as may be required under applicable law.



     26.7 Should any section, paragraph, subparagraph, or other portion of this Agreement be found
invalid as a matter of law in a duly authorized court, or by a duly authorized government agency,
then only that portion of the Agreement shall be invalid. The remainder of the Agreement which
shall not have been found invalid shall remain in full force and effect.



     26.8 This Agreement was prepared jointly by the Parties hereunder and not by any Party to the
exclusion of the other.



44









 





     26.9 Producer recognizes and acknowledges Gatherer’s and Processor’s proprietary interest in
this Agreement, and Producer agrees not to divulge any of the contents hereof to any other person,
firm, corporation, or other entity. Producer agrees to be responsible for enforcing the
confidentiality of this Agreement and agrees to take such action as necessary to prevent any
disclosure by any of its agents or employees.



(SIGNATURE PAGE FOLLOWS)





45









 








     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in several originals to be
effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	PRODUCER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Quicksilver Resources Inc., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 William S. Buckler	 	 
	 	 	Vice President-US Operations	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GATHERER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Cowtown Pipeline Partners L.P., a Texas limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cowtown Pipeline L.P., a Texas limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Cowtown Pipeline Management Inc., a Texas corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul Jeffrey Cook	 	 
	 

	 	 	 	 	 	Executive Vice President-Operations	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PROCESSOR	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Cowtown Gas Processing Partners L.P., a Texas limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Cowtown Gas Processing L.P., a Texas

limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Cowtown Pipeline Management Inc., a Texas corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Paul Jeffrey Cook	 	 
	 

	 	 	 	 	 	Executive Vice President-Operations	 	 







 









 





EXHIBIT A TO THE

FIFTH AMENDED AND RESTATED COWTOWN GAS FACILITIES

GAS GATHERING AND PROCESSING AGREEMENT




     This Exhibit A is attached the Fifth Amended and Restated Cowtown Gas Facilities Gas Gathering
and Processing Agreement (the “Agreement”) dated [•], 2007 by and among Quicksilver Resources
Inc., Cowtown Pipeline Partners L.P., and Cowtown Gas Processing Partners L.P. and made a part
thereof for all purposes. All defined terms used herein shall have the same meaning as set forth
in the Agreement.



Contract Area




Bosque County, Texas

Erath County, Texas

Hill County, Texas

Hood County, Texas

Johnson County, Texas

Parker County, Texas

Somervell County, Texas

Tarrant County, Texas




Exhibit A









 





EXHIBIT B TO THE

FIFTH AMENDED AND RESTATED COWTOWN GAS FACILITIES

GAS GATHERING AND PROCESSING AGREEMENT




     This Exhibit B is attached the Fifth Amended and Restated Cowtown Gas Facilities Gas Gathering
and Processing Agreement (the “Agreement”) dated [•], 2007 by and among Quicksilver Resources Inc.,
Cowtown Pipeline Partners L.P., and Cowtown Gas Processing Partners L.P. and made a part thereof
for all purposes. All defined terms used herein shall have the same meaning as set forth in the
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









 








EXHIBIT C TO THE

FIFTH AMENDED AND RESTATED COWTOWN GAS FACILITIES

GAS GATHERING AND PROCESSING AGREEMENT




     This Exhibit C is attached the Fifth Amended and Restated Cowtown Gas Facilities Gas Gathering
and Processing Agreement (the “Agreement”) dated effective [•], 2007 by and among Quicksilver
Resources Inc., Cowtown Pipeline Partners L.P., and Cowtown Gas Processing Partners L.P. and made a
part thereof for all purposes. All defined terms used herein shall have the same meaning as set
forth in the Agreement.



Residue Gas Delivery Point(s)




	 	 	 	 	 	 	 	 	 
	Residue Gas Delivery Point	 	Survey	 	Meter #
	Energy Transfer Fuel L.P.
	 	 	 	 	 	 	4”-533295	 
	Energy Transfer Fuel L.P.
	 	 	 	 	 	 	8”-533296	 






Plant Products Delivery Point




	 	 	 	 	 	 	 	 	 
	Plant Products Delivery Point	 	Survey	 	Meter #
	Chevron West Texas LPG Pipeline
	 	 	 	 	 	 	38010	 
	Louis Dreyfus
	 	 	 	 	 	 	 	 







Exhibit C