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  TABLE OFCONTENTS  PageARTICLE I      -DEFINITIONS1ARTICLE II      -COMMITMENT OF      PROCESSING RIGHTS5ARTICLE III      -RESERVATIONS      OF PARTIES6ARTICLE IV      -GATHERING      SYSTEM DELIVERY POINT(S), PLANT DELIVERY POINT(S) AND    PRESSURE7ARTICLE V      -REGULATION OF      PRODUCTION7ARTICLE VI      -QUANTITY8ARTICLE VII      -QUALITY9ARTICLE VIII      -TESTS10ARTICLE IX      -MEASUREMENT      AND METER TESTING11ARTICLE X      -ALLOCATION      PROCEDURE14ARTICLE XI      -DISPOSITION      OF PRODUCER'S PORTION OF PLANT PRODUCTS14ARTICLE XII      -GATHERING AND      PROCESSING FEES15ARTICLE XIII      -DISPOSITION      OF PRODUCER'S PORTION OF RESIDUE GAS15ARTICLE XIV      -ACCOUNTING,      PAYMENTS AND CREDIT ASSURANCES15ARTICLE XV      -WARRANTY18ARTICLE XVI      -TAXES18ARTICLE XVII      -INDEMNITY19ARTICLE XVIII      -FORCE      MAJEURE21ARTICLE XIX      -UNPROFITABLE      OPERATIONS AND RIGHTS OF TERMINATION21ARTICLE XX      -TERM22ARTICLE XXI      -REGULATORY      BODIES23ARTICLE XXII      -ARBITRATION23ARTICLE XXIII      -DISPUTES24ARTICLE XXIV      -NOTICES AND      PAYMENTS24ARTICLE XXV      -ASSIGNMENT26ARTICLE XXVI      -MISCELLANEOUS27 EXHIBITSEXHIBIT      AContract      AreaEXHIBIT      BGathering      System Delivery Point(s); Plant Delivery Point(s)EXHIBIT      CResidue Gas      Delivery Point(s); Plant Products Delivery Point(s)EXHIBIT      DCompression      Fee i

 
  Sixth Amended andRestated Gas Gathering andProcessing Agreement  THIS SIXTH AMENDEDAND RESTATED GAS GATHERING AND PROCESSING AGREEMENT (the “Agreement”)is  made and entered into as of the 1st day of September, 2008 (the“Effective Date”), by and among COWTOWN PIPELINE PARTNERS L.P., a Texas limitedpartnership (“Gatherer”), COWTOWN GAS PROCESSING PARTNERS L.P., a Texas limitedpartnership, (“Processor”), and QUICKSILVER RESOURCES INC., a Delawarecorporation, (“Producer").  Gatherer, Processor and Producer aresometimes referred to herein, individually, as a “Party” and, collectively, asthe “Parties”. WITNESSETH,THAT: WHEREAS, theParties entered into that certain Fifth Amended and Restated Gas Gathering andProcessing Agreement dated effective August 10, 2007 (the “FifthRestatement”); WHEREAS, theParties desire to amend certain terms in the Fifth Restatement and to providefor revised and supplemental Exhibits to be made a part of theAgreement; NOW, THEREFORE, inconsideration of the representations, warranties and mutual premises andbenefits contained herein and for other good and valuable consideration, theadequacy, receipt and sufficiency of which are hereby acknowledged, Gatherer,Processor and Producer agree to amend and restate the Fifth Restatement asfollows: ARTICLE I-DEFINITIONS 1.1    For the purpose ofthis Agreement, the following terms and expressions used herein are defined asfollows:        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 inchabsolute.        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 shallbe: N2  -NitrogenCO2- Carbon DioxideH2S - HydrogenSulfide 

 
 C1  -MethaneC2  -EthaneC3  -PropaneiC4 -Iso-butanenC4 - NormalButaneiC5 -Iso-pentanenC5 - NormalPentaneC6+ - Hexanes andHeavier Compounds        c.“Compression      Fee” shall have the meaning set forth in Section 12.3 of this      Agreement.        d."Contract      Area" shall mean that area as described or outlined on Exhibit A which is      attached hereto and made a part hereof for all  purposes.        e.“CPI      Adjustment” shall mean that percentage equal to the percentage increase      between:        (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.        f."Day" shall      mean a period of twenty-four (24) consecutive hours beginning and ending      at seven o'clock a.m. Central Time.        g.“Escalation      Date” shall mean the January 1st      following the Effective Date and each January 1st    thereafter.        h."Facilities"      shall mean the Plant and the GatheringSystem.        i."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.        j.“Gathering      Fee” shall have the meaning set forth in Section 12.1 of this      Agreement. 2

 
        k."Gathering      System" shall mean, but shall in no way be limited to, the gas gathering      pipelines, fuel gas pipelines, dehydration facilities, 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 Section4.4.        l."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.        m."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.        n."MCF" shall      mean 1,000 standard cubic feet ofgas.        o."MMBtu" shall      mean 1,000,000 Btu’s.        p.“MMCF” shall      mean 1,000,000 standard cubic feet ofgas.        q.“MMCFD” shall      mean 1,000,000 standard cubic feet of gas per  day.        r."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.        s."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 in Hood County, Texas (generally known as the Cowtown      Plant), or any other site where such facilities may later be located,      including by way of additions to, expansion or new development of the      Plant or such 3

 
         related      facilities, which shall include, without limitation, the Corvette Plant      constructed in 2008; 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.        t.“Plant      Delivery Point(s)” shall mean the point(s) of interconnect between the      Gathering System and the Plant which point(s) are shown on Exhibit "B"      which is attached hereto and made a part hereof for all      purposes.        u."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.        v."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.        w.“Plant      Products Delivery Point” shall mean either (a) the point(s) of      interconnect between that certain 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 thePlant.        x."Plant      Tailgate" shall mean the point of interconnect between the Plant and the      Residue Gas Delivery Facility located at the downstream flange of the      block valve which is downstream of the Plant residue meter and emergency      shutdown valve.        v.“Primary      Term” shall have meaning set forth in ARTICLE  XX.        z."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 4

 
         Gas;      recovery, extraction, and removal of Plant Products; and the recompression      of Residue Gas.        aa.“Processing      Fee” shall have the meaning set forth in Section 12.2 of this      Agreement.        bb.“psia” shall      mean pounds per square inchabsolute.        cc.“psig” shall      mean pounds per square inch gauge.        dd."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, including line loss.        ee."Residue Gas      Delivery Facility" shall mean the residue gas pipeline and associated      equipment that are located at the Plant Tailgate and are used to deliver      residue gas to the Residue Gas Delivery  Point(s).        ff."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 delivered and which point(s) are      shown on Exhibit C which is attached hereto and made a part hereof for all      purposes.        gg.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.        hh.“Term” shall      have the meaning set forth in ARTICLE XX of this  Agreement.        ii.“Treating      Fee” shall have the meaning set forth in Section 12.4 of this      Agreement. ARTICLE II-COMMITMENTOF PROCESSING RIGHTS 2.1    Subjectto the terms and provisions hereof, Producer dedicates and agrees to deliver toGatherer for gathering and to Processor for processing, at the Gathering SystemDelivery Point(s), the total volume of Gas owned or controlled by Producer orits successors and assigns, lawfully produced from wells now or hereafterdrilled on the lands within the Contract Area or lands pooled therewith,excluding Gas reserved or utilized by Producer or its successors and assigns inaccordance with the terms of ARTICLE III.  Any transfer by Producer ofits right, title, or interest in the Gas to a third party, whether by farmout,contract, or otherwise, shall be made specifically subject to thisAgreement.  Producer will notify any person to whom Producer transfersall or a portion of its right, title, 5

 
or interest in theGas that such Gas is dedicated pursuant to the terms of thisAgreement  to be gathered and processed in the Facilities, andProducer shall obtain such third party's agreement to continue delivering suchGas to Gatherer and Processor during the Term of and in accordance with thisAgreement.  Producer will notify Gatherer and Processor of any suchtransfer within ten (10) days of the effective date.  Failure ofProducer to so notify Gatherer and Processor will not impair Gatherer’s andProcessor's rights under this Agreement. 2.2    Gasshall be delivered to the Gathering System Delivery Point(s) after mechanicalseparation by Producer for the removal of free water and free liquidhydrocarbons, but shall not otherwise be processed by Producer for the removalof Liquefiable Hydrocarbons. 2.3    Gathereragrees that subject to the provisions hereof, it will take and gather Gas fromthe Gathering System Delivery Point(s) and will cause such Gas to be deliveredto the Plant Delivery Point(s) for processing. 2.4    Processoragrees that subject to the provisions hereof, it will receive the Gas at thePlant Delivery Point(s) and will cause such Gas to be processed in the Plant forthe recovery and delivery of Plant Products.  Processor also agrees todeliver at the Residue Gas Delivery Point(s) to Producer or Producer's nomineethe Residue Gas as determined under the provisions of Section 10.2. ARTICLE III-RESERVATIONSOF PARTIES 3.1    Producerreserves all liquid hydrocarbons, oil, or condensate removed by Producer bymeans of mechanical gas-liquid separators (including heater-treaters), drips,and/or lines from the Gas prior to delivery to Gatherer.  Ifmechanical cooling is performed by Producer to meet the temperaturespecifications of this Agreement, Producer shall not reduce the temperature ofthe Gas below one hundred and twenty (120) degrees Fahrenheit. 3.2    Producerreserves all Gas that may be required for cycling, repressuring, pressuremaintenance, and gas lift operations with respect to gas reservoirs on thepremises committed hereunder; provided, however, that the Gas used in suchoperations shall be subject to the terms of this Agreement (to the extent thatsuch Gas can be economically saved) and delivered to Processor following thecessation of such operations. 3.3    Producerreserves that amount of Gas which is required for above ground development andoperation within the Contract Area. 3.4    Producerexpressly reserves the right to deliver or furnish to Producer's lessor Gas asrequired to satisfy the terms of Producer's oil and gas leases. 6

 
 ARTICLEIV -GATHERING SYSTEMDELIVERY POINT(S),PLANTDELIVERY 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/orcompression equipment) necessary to deliver the Gas to Gatherer at the GatheringSystem Delivery Point(s) at such pressure as is required and sufficient to enterthe Gathering System, but not to exceed one thousand two-hundred (1,200)psig. 4.2    Whetherto facilitate the movement of the Gas on the Gathering System or for otherreasons, Gatherer may, but shall have no obligation to, provide compression forthe Gas (other than Plant recompression which shall be provided by Processor),on such basis and for the Compression Fee as more particularly provided anddescribed in Section 12.3 below.  In such event, Producer will provideits pro rata share of fuel required for operating such compression equipment andany related facilities. 4.3    Gatherer,at Producer’s expense, shall install, construct and equip all meters andfacilities necessary to measure the Gas at the Gathering System DeliveryPoint(s).  Gatherer, at its own expense, shall maintain and operatesuch meters throughout the term of this Agreement. 4.4    Gatherer,in its sole and absolute discretion, may decline to construct a Gathering Systemexpansion if it determines that it would not be profitable to doso.  In such event, Producer may construct a Gathering Systemexpansion at its sole cost and expense.  The Gathering Systemexpansion must meet all of Gatherer’s specifications, and Gatherer will beresponsible for the meter station and connection to the existing GatheringSystem.  Gatherer may, at its election, but within two years (2) ofthe initial delivery of production from the Gathering System expansion acquirethe ownership of the Gathering System expansion installed by the Producer byreimbursing Producer for the actual cost of the Gathering System expansion withno allowance for inflation or depreciation.  In such event, Produceragrees to execute all assignments or contracts deemed necessary to accomplishthe transfer to Gatherer of title to the Gathering System expansion, includingrights-of-way and easements.  In the event neither Gatherer norProducer elect to construct the necessary Gathering System expansion to connectthe Gathering System Delivery Point to the existing Gathering System, then thisAgreement shall terminate as to the Gas from the well or wells to be connectedto that Gathering System Delivery Point. 4.5    Gathererhereby 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 fivehundred (500) psig unless Gatherer is providing compression pursuant to Section4.2. ARTICLE V-REGULATIONOF PRODUCTION It is understoodand agreed by the Parties that in order for Gatherer and Processor to maintainmaximum efficiency in the Facilities, and in order to prevent flaringand/or 7

 
bypassing of Gas,it will be necessary to maintain a uniform rate of flow of Gas to the Facilitiesfrom all sources during each twenty-four (24) hour period.  Therefore,Producer agrees that it will cooperate with Gatherer and Processor in regulatingthe flow rate of the Gas and in establishing a producing schedule to deliver ona best efforts basis the Gas at a uniform and continuous flowrate.  In the event that Gatherer enters into an operational balancingagreement with a third party pipeline, Producer hereby agrees to be bound by theterms set forth therein. ARTICLEVI -QUANTITY 6.1    Subjectto Gathering System and Plant capacity, Gatherer shall gather and Processorshall process that volume of Gas legally allowed to be produced which isattributable to the interest owned or controlled by Producer or its successorsand assigns in wells drilled on lands within the Contract Area or lands pooledtherewith; provided, after processing, Producer or Producer's nominee willaccept the Residue Gas.  Processor shall regulate the flow of gas atthe Plant in the quantities and at the times desired by Processor to prudentlyoperate the Plant and/or to meet the fluctuating condition of Processor’s andProducer’s markets.  Gatherer or Processor may, from time to time,find it necessary to shut off entirely or restrict the flow of gas to theGathering System or Plant, respectively; notwithstanding anything herein to thecontrary, in such event, neither Gatherer nor Processor shall be liable toProducer for the resulting effect thereof.  Gatherer and Processorshall provide Producer prior notice of any shut down due to routine maintenanceand shall prudently work to minimize the amount of such downtime. 6.2    Producershall nominate to Gatherer in writing, not less than three (3) business Daysprior to the first day of each Month during the term of the Agreement, the dailyquantity of Gas (expressed in MCF’s and MMBtu’s) that Producer shall deliver toGatherer at the Gathering System Delivery Point(s) for gathering during suchMonth.   Producer shall also nominate to Processor in writing,not less than three (3) business Days prior to the first day of each Monthduring the term of the Agreement, the daily quantity of Residue Gas (expressedin MCF’s and MMBtu’s) that Producer or Producer’s nominee shall receive at theResidue Gas Delivery Point(s) following processing at the Plant. 6.3    Gatherer,Processor, and Producer shall designate a dispatcher(s) who shall becontinuously on call for nomination purposes, and shall notify each other inwriting of such dispatcher(s) and their telephone number(s). 6.4    Producer’sdispatcher shall notify Gatherer’s and Processor’s dispatchers in advance of anyanticipated decrease in delivery rate below the daily nominatedquantity.  Producer’s dispatcher must obtain the prior writtenapproval from Gatherer’s and Processor’s dispatchers for any delivery rate inexcess of the daily quantity rate.  Gatherer’s and Processor’sdispatcher shall notify Producer’s dispatcher of any anticipated inability toreceive the Gas at a delivery rate less than (a) the daily nominated quantityrate; or (b) a previously orally authorized delivery rate in excess of the dailynominated quantity rate. 8

 
 6.5    Ifinsufficient Plant or pipeline capacity exists to process all the Gas,the  Plant processing capacity will be prorated for all gas dedicatedto the Plant, without undue discrimination, and the Gas unable to be processedwill be bypassed ratably, if allowed. 6.6    Processorshall have the right, but not the obligation, to expand the Plant or build a newgas processing plant at a different location, and in such event, the Gas, or aportion thereof, may be processed by Processor in the expanded Plant or the newgas processing plant in accordance with the terms of thisAgreement.  The Parties acknowledge and agree that the Corvette Plantlocated in Hood County, Texas (undergoing construction in 2008), is deemed partof the Plant and the Facilities for purposes of this Agreement, and the terms ofthis Agreement shall be applicable and effective with respectthereto. ARTICLE VII-QUALITY 7.1    Gathererand Processor shall not be obligated to receive, gather and/or process (as thecase may be), Gas delivered hereunder that fails to meet (i) the qualityspecifications of any transporter at any of the Residue Gas Delivery Point(s) orPlant Products Delivery Point(s), or (ii) the followingspecifications:        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 DeliveryPoint(s);        d.The Gas      delivered hereunder shall not contain morethan:        (i)One-fourth      grain of hydrogen sulfide, or five grains of total sulfur, or one grain      mercaptan per one hundred (100) cubicfeet;        (ii)one part per      million by volume of oxygen;          (iii)that percent      by volume of carbon dioxide which would result in the failure of the      Residue Gas or the Plant Products to meet the specifications of any      transporter at any of the Delivery Points, but in no event more than two      percent by volume;        (iv)two percent      by volume of nitrogen; or          (v)three percent      by volume of a combined total of inerts,  including, 9

 
         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;        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. In the event of anyconflict as between a transporter’s specifications and those appearing above inthis Section 7.1, the most stringent or restrictive specifications shall beapplicable to the Gas proffered under this Agreement. 7.2    Ifany of the Gas delivered by Producer hereunder should fail to meet the qualityspecifications set forth in this ARTICLE VII, Gatherer and Processor may electto either (i) accept and process such Gas, (ii) accept, but treat and/orcondition such Gas prior to gathering or processing at an additional cost, or(iii) refuse to accept such Gas.  The acceptance of Gas not meetingthe quality specifications set forth in ARTICLE VII shall not be deemed a waiverof Gatherer’s and Processor's right to reject such Gas at any later time, andGatherer and Processor shall be entitled, at any time and from time to time, todecline to accept proffered deliveries of Gas not meeting the qualityspecifications set forth herein. 7.3    IfGatherer and Processor elect to accept but treat and/or condition thenon-conforming Gas prior to gathering and processing, Gatherer and Processorshall advise the Producer of such election and associatedfees.  Producer shall then have a maximum of thirty (30) days toadvise Gatherer and Processor if it will treat and/or condition suchnon-conforming Gas and the cost associated with such treatment.  IfProducer does not elect to treat and/or condition such non-conforming Gas orfails to make such election within the specified time period, then the Gathererand Processor shall have the right to (a) proceed with gathering and processingsuch non-conforming Gas and Producer shall pay to Gatherer and Processor allcosts associated with such actions or (b) reject and release such non-conformingGas from the terms of the Agreement.  Notwithstandinganything in this Section 7.3 to the contrary, Producer agrees that to the extentnon-conforming Gas at a Gathering System Delivery Point is accepted andsubsequently treated or conditioned with respect to its CO2Component, such treating shall be done for the Treating Fee described andprovided in Section 12.4 below. 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 DeliveryPoint, 10

 
         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, and Producer shall give advance written notice to      Gatherer and Processor in the event that it exercises such      right. 8.2    Physicalconstants required for making calculations hereunder shall be taken from the GasProcessors Association Physical Constants Publication No. 2145-03 (as amendedfrom time to time).  Physical constants for the hexanes and heavierhydrocarbons portion of hydrocarbon mixtures shall be assumed to be the same asthe physical constants for hexane.  The heat content per gallon ofeach liquid hydrocarbon Component shall be determined by multiplying the cubicfeet per gallon of such liquid hydrocarbon Component by the heat content percubic foot thereof. ARTICLEIX -MEASUREMENTAND METER TESTING 9.1    Theunit 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 Fahrenheitand at an absolute pressure of 14.65 psia and saturated with watervapor.  All fundamental constants, observations, records, andprocedures involved in determining the quantity of Gas delivered hereunder shallbe in accordance with the standards prescribed in Report Nos. 3 and 8, of theAmerican Gas Association, as amended or supplemented from time to time,respectively.  It is agreed that for the purpose of measurement andcomputations hereunder, the atmospheric pressure shall be assumed to be 14.7psia regardless of the atmospheric pressure at which the Gas is measured andthat the Gas obeys the Ideal Gas Laws as to variations of volume with pressureand specific gravity, including the deviation from Boyle's law, shall all bemade by Gatherer and Processor in accordance with applicable rules, regulations,and orders.  It is also agreed that the Gatherer andProcessor 11

 
may apply a uniformcorrection factor for water vapor if they deem necessary in their sole andabsolute discretion. 9.2    Gatherershall install, maintain, and operate, or cause to be maintained and operated, ameasuring station located at each Gathering System Delivery Point, the ResidueGas Delivery Point(s) and the Plant Products Delivery Point. Processor shallinstall, maintain, and operate a measuring station located downstream of theseparation facilities at each Plant Delivery Point.   Saidmeasuring station(s) shall be so equipped with orifice meters, recording gauges,or other types of meter or meters of standard make and design commonlyacceptable in the industry, and of suitable size and design, as to accomplishthe accurate measurement of Gas delivered hereunder.  The changing andintegration of the charts (if utilized for measurement purposes hereunder) andcalibrating and adjusting of meters shall be done by Gatherer or Processor, asappropriate.  Gatherer and Processor shall have the right to utilizeelectronic gas measuring equipment should they so desire. 9.3    Processorshall measure or cause to be measured the volume of Plant Products ingallons. 9.4    Producermay, at its option and expense, install check meters for checking Gatherer’smetering equipment at each Gathering System Delivery Point; and the same shallbe so installed as not to interfere with the operation of theFacilities. 9.5    Thetemperature of the Gas flowing through the meter shall be determined by thecontinuous use of a recording thermometer or device installed by Gatherer orProcessor, as the case may be, so that it will properly record the temperatureof the Gas flowing through the meter. 9.6    Thespecific gravity of the Gas flowing through the meter shall be determined bymethods commonly accepted in the industry.  Specific gravities sodetermined will be used in calculating Gas deliveries until the next specificgravity test is made. 9.7    EachParty shall have the right to be present at the time of any installing, reading,sampling, cleaning, changing, repairing, inspecting, testing, calibrating, oradjusting done in connection with the other's measuring equipment used inmeasuring deliveries hereunder.  The records from such measuringequipment shall remain the property of their owner, but upon request, each willsubmit to the other its records and charts, together with calculations therefromsubject to return within thirty (30) days after receipt thereof.  Ifmeters utilizing charts are used to measure Gas hereunder, then the charts shallbe kept on file for a period of two (2) years, or such longer period as may berequired by law.  In addition, any other measurement data shall alsobe kept for the same time period.  Each Party, during each of thefirst three production months, and after that at least semi-annually, or moreoften if necessary, shall calibrate the meters and instruments installed by itor cause the same to be calibrated.  Gatherer shallgive  Producer ten (10) days notice in advance of such tests so thatthe latter may, at its election, be present in person or by its representativeto observe adjustments, if any are made. 12

 
 9.8    Ifthe metering equipment is found to be inaccurate by two percent (2%) or more,registration thereof and any payment based upon such registration shall becorrected at the rate of such inaccuracy for any period of inaccuracy which isdefinitely known or agreed upon, or if not known or agreed upon, then for aperiod extending back one-half of the time elapsed since the last day of thecalibration. Unless conclusively determined that either Gatherer’s orProcessor's measurement equipment is inaccurate by two percent (2%) or more,Gatherer’s or Processor's, as the case may be, measurement shall be deemed to becorrect for all purposes hereunder, and no adjustment shall be made to theprevious volumes.  Following any test, any metering equipment found tobe inaccurate to any degree shall be adjusted immediately to measureaccurately.  If for any reason any meter is out of service or out ofrepair so that the quantity of Gas delivered through such meter cannot beascertained or computed from the readings thereof, the quantity of Gas sodelivered during such period shall be estimated and agreed upon by the Partieshereto upon the basis of the best available data using the first of thefollowing 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    IfProducer shall notify Gatherer, or if Gatherer shall notify Producer, at anytime that a special test of any Gathering System Delivery Point meter isdesired, the Parties shall cooperate to secure an immediate verification of theaccuracy of such meter and joint observation of any adjustments.  Alltests of Gatherer’s measuring equipment at any Gathering System Delivery Pointshall be made at Gatherer’s expense, except that the Producer shall bear theexpense of tests made at its request if the inaccuracy found is less than twopercent (2%).  Expense as used in this Section 9.9 shall be limited toactual costs of Gatherer as the result of testing and shall not include anycosts incurred by Producer as the result of witnessing saidtesting. 9.10      If during any month less than 1,000 MCF of Gas is delivered to a GatheringSystem Delivery Point, (except for reasons of Force Majeure), then Gatherershall charge a meter fee applicable to any such Gathering System Delivery Pointequal to four hundred dollars ($400.00).  Such fee shall be deductedfrom the compensation otherwise due Producer under this Agreement; or, atGatherer’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 mayoccur over the term of this Agreement which may render certain measurementdevices obsolete, or less accurate, or less efficient than that which may beavailable.  In such event, Gatherer or Processor may, with Producer'sapproval, substitute or utilize such 13

 
availablemeasurement equipment in lieu of any measurement equipment described above inthis ARTICLE IX. 9.12      If for any reason the Gas is delivered to Gatherer at a Gathering SystemDelivery Point with pulsations that affect the accuracy of the measurement,Producer shall be responsible for installing necessary pulsation dampeners, orother devices, to eliminate or reduce the pulsations to an acceptable leveldetermined by Gatherer. ARTICLE X-ALLOCATIONPROCEDURE 10.1    Withregard to the allocation of Plant Products, for each accounting period, theactual Plant Products will be allocated to each Gathering System DeliveryPoint inthe ratio of the Theoretical Plant Product Content of each Gathering SystemDelivery Point over the sum of the Theoretical Plant Product Content for allGathering System Delivery Points.  The Component amount will bedetermined by analysis at the Plant Products Delivery Point. The “Theoretical Plant ProductContent of each Gathering System Delivery Point” shall equal the product of theGathering System Delivery Point’s shareof plant inlet MCF multiplied by the GPM (Gallons per MCF) as determined by thechromatograph analysis of a sample of the Gathering System Delivery Point. 10.2    Withregard to the allocation of Residue Gas, for each accounting period, the actualmetered residue gas at each Residue Gas Delivery Point shall be allocated toeach Gathering System Delivery Point inthe ratio of the calculated Theoretical Residue Remaining for the GatheringSystem Delivery Point over the sum of Calculated Theoretical Residue Remainingfor all Gathering System Delivery Points. The “CalculatedTheoretical Residue Remaining” shall equal each Gathering SystemDelivery Point’s share of plant inlet volume MCF\MMBtu, minus each GatheringSystem Delivery Point Plant Productshrinkage (product shrinkage factors based on GPA 2145-03 bulletin), minus theallocated Plant Fuel. ARTICLEXI -DISPOSITIONOF PRODUCER'S PORTION OF PLANT PRODUCTS On behalf ofProducer, Processor shall have the right to sell all Plant Products removed orextracted from the Facilities after Gas is delivered at the Plant DeliveryPoint(s).  Processor shall sell the Plant Products at the PlantProducts Delivery Point(s), and Producer shall have no right to take the PlantProducts in kind at the Plant Products Delivery Point(s).  Processorshall remit to Producer its share of the net proceeds received by Processor atthe Plant Product Delivery Point(s). 14

 
 ARTICLEXII -GATHERINGAND PROCESSING FEES 12.1    Producershall pay to Gatherer 41.63 cents ($0.4163) per MMBtu of Gas gathered pursuantto this Agreement (the “Gathering Fee”). 12.2    Producershall pay to Processor 52.04 cents ($0.5204) per MMBtu of Gas processed pursuantto this Agreement (the “Processing Fee”). 12.3    Producershall pay to Gatherer a compression fee or fees (the “Compression Fee”) computedby multiplying the MMBtu’s of Producer’s Gas metered at each Gathering SystemDelivery Point by the compression rate applicable to such Gathering SystemDelivery Point, which shall be based upon the average monthly operating pressureregistered at such Gathering System Delivery Point as more particularly providedand described in Exhibit D, attached hereto and incorporatedherein.  Notwithstandinganything herein to the contrary, Producer agrees that the Compression Feepayable by Producer at a Gathering System Delivery Point shall never be lessthan Gatherer’s actual cost to perform such compressionservice. 12.4    Inthe event Gas is treated as provided by Section 7.3, Producer shall pay atreating fee (the “Treating Fee”) computed by multiplying 3.5 cents ($0.035) permole percent of CO2  (basedon tests conducted pursuant to Section 8.1), per MMBtu of Gas metered at theapplicable Gathering System Delivery Point where such Gas wasdelivered. 12.5    Oneach Escalation Date, the Gathering Fee, the Processing Fee, the Treating Feeand the rates provided in Exhibit D (pertaining to the Compression Fee) willincrease by a percentage equal to the CPI Adjustment. 12.6.   Atany time during the term of this Agreement, Producer may request that theParties enter into negotiations to reduce either the Gathering Fee or ProcessingFee, or both, and Gatherer and Processor agree to participate fully andreasonably in such negotiations. ARTICLEXIII -DISPOSITIONOF PRODUCER'S PORTION OF RESIDUE GAS Processor willdeliver the Residue Gas to the Residue Gas DeliveryPoint(s).  Processor agrees to deliver Producer's Residue Gas at apressure sufficient to enter the third party natural gas pipeline(s), but in noevent shall Processor be obligated to deliver Residue Gas at a pressure whichexceeds the Plant discharge pressure of one thousand and sixty (1,060)psig.  Producer will separately contract with a third party regardingthe transportation and sale of their Residue Gas. ARTICLE XIV-ACCOUNTING,PAYMENTS AND CREDIT ASSURANCES 14.1    Gathererand Processor shall furnish to Producer on or before the twenty-fifth (25th) dayof each month a report or statement disclosing information necessary toenable 15

 
Producer to makereasonable and accurate statistical and accounting entries upon its booksconcerning all phases of this Agreement related to the preceding month,including an allocation statement of Residue Gas delivered for Producer'saccount to its Residue Gas purchaser and the amounts due Gatherer and Processorfor the services provided hereunder.  Producer shall remit the amountsdue Gatherer and Processor within thirty (30) days after the receipt ofGatherer’s and Processor’s statement.  PRODUCERSHALL INDEMNIFY AND HOLD GATHERER AND PROCESSOR HARMLESS FROM ANY ALL CHARGES,PENALTIES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE ARISING FROM PRODUCER’SFAILURE TO PAY SUCH PAYMENTS, INCLUDING COSTS AND EXPENSES OF ANY LITIGATION ANDREASONABLE ATTORNEYS’ FEES ASSOCIATED THEREWITH. Unpaid amounts due shallaccrue 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 infull. 14.2    EachParty shall have the right during reasonable hours to examine books, records,charts, and original test data of another Party to the extent necessary toverify the accuracy of any statement, charge, credit, computation, test, ordelivery made pursuant to any provision hereof.  If any suchexamination reveals any inaccuracy in any such statement, charge, credit,computation, test, or delivery, the necessary adjustment shall be promptly madewithout interest or penalty. No Party will have any right to recoup or recoverprior overpayments or under payments that result from error that occur in spiteof good faith performance if the amounts involved do not exceed one thousanddollars ($1,000.00). 14.3    Processorshall pay to Producer monthly, on or before the sixtieth (60th) day after theend of the production month, but in no case sooner than Processor receivespayment from its purchaser, the sums due under ARTICLE XI for Producer's PlantProducts marketed by Processor during the preceding month less the amount of anytaxes actually paid by Processor which are applicable to suchquantities.  This payment shall be made irrespective of the interest,title, or lien of any royalty or mineral owner or any third party or parties inand to the Gas delivered by Producer to Processor hereunder, the Plant Products,or Residue Gas derived therefrom, or proceeds accruing from the salethereof. 14.4    Producershall be responsible for the payment of all royalties due on the Gas. PRODUCERSHALL INDEMNIFY AND HOLD GATHERER AND PROCESSOR HARMLESS FROM ANY AND ALLCLAIMS, ACTIONS, CAUSES OF ACTION, DAMAGES, LIABILITY, OR OBLIGATIONS ARISINGOUT OF OR IN ANY WAY RELATED TO THE PAYMENT OF THE LESSOR'S ROYALTY OR ANY OTHERBURDEN OR ENCUMBRANCE AFFECTING THE GAS. 14.5    Notwithstandingany change in ownership of Producer's properties, Gatherer and Processor shallnever be required to make payments or to give notices required under theprovisions of this Agreement to more than one party, and, in the event that theproperties subject to this Agreement shall ever be owned by more than one party,Gatherer and Processor may withhold (without interest) further payments andnotices until all of the owners of such properties have designated one party toact for them in all respects relating to said properties and this Agreement,including the rendering of bills, the submission of charts, and the receipt ofpayments and notices hereunder. 16

 
 14.6    Processor,at its election, may deduct from its payment to Producer sums, if any, due toGatherer or Processor under the terms of this Agreement. 14.7    Allaccounting records and documents directly related to this Agreement prepared byany Party hereto shall be retained for a period of not less than two (2) yearsfollowing the end of the calendar year of their origination.  TheParties further agree that all matters relating to the accounting hereunder forany calendar year shall be considered correct and not subject to further auditor legal challenge after two years following the end of the calendaryear. Producer mustmaintain such creditworthiness as Gatherer and Processor shall reasonablyrequire.  Gatherer and Processor’s creditworthiness requirements shallbe 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 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. 17

 
 ARTICLEXV -WARRANTY 15.1    Producerwarrants the title to all Gas and all Components thereof which shall bedelivered by Producer to Gatherer and Processor hereunder, the right to enterinto this Agreement with reference to such Gas, and that such Gas is free fromall liens and adverse claims; ANDAGREES, IF NOTIFIED THEREOF BY GATHERER OR PROCESSOR, TO INDEMNIFY, DEFEND ANDHOLD GATHERER AND PROCESSOR HARMLESS FROM AND AGAINST ANY AND ALL SUITS,ACTIONS, LOSSES, DEBTS, ACCOUNTS, DAMAGES, COSTS, AND EXPENSES ARISING FROM OROUT 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, TOOR AGAINST THE GAS AND AGAINST THE PLANT PRODUCTS DERIVEDTHEREFROM.  Producer agrees to make settlement for allroyalties, overriding royalty interests, and/or production payments due andpayable on the Gas delivered to Gatherer and Processor hereunder, the PlantProducts extracted and saved therefrom, and the sale and disposition of theResidue Gas thereof, all in accordance with the terms of the leases from whichGas processed hereunder is produced, applicable instruments of title, and allamendments thereto. 15.2    IfProducer's title to the Gas, Plant Products derived therefrom, or Residue Gas isquestioned, Processor may withhold payments of proceeds due hereunder withoutinterest up to the amount of the claim until title is free from such questionsor until Producer furnishes a bond satisfactory to Processor conditioned to saveGatherer and Processor harmless, or other surety satisfactory to Gatherer orProcessor. 15.3    Produceralso represents and warrants that it has full authority to receive payment forthe sum of all Gas delivered hereunder. ARTICLEXVI -TAXES 16.1    Producershall pay or cause to be paid all production, severance and ad valorem taxes,assessments, and other charges levied or assessed against the Gas delivered byProducer hereunder, and against Producer's portion of the Plant Products,against Producer's Residue Gas, and against the sale thereof, and all taxes andstatutory charges levied or assessed against any of Producer's properties,facilities, or operations. 16.2    Processorshall pay all taxes and statutory charges levied or assessed against the Plantand operations concerning such plant. 16.3    Gatherershall pay all taxes and statutory charges levied or assessed against theGathering System and operations concerning such system. 16.4    Theprice paid under ARTICLE XII of this Agreement includes reimbursement for stateseverance taxes paid by Producer and Processor under this ARTICLE XVI of theAgreement. 18

 
 ARTICLEXVII -INDEMNITY 17.1    Asbetween the Parties, and as to liability, if any, accruing to a Party hereto, orto any third party, Producer shall be solely liable for and in control andpossession of the Gas deliverable hereunder until the Gas is delivered toGatherer at the Gathering System Delivery Point(s).  Gatherer shall besolely liable for and in control and possession of the Gas deliverable hereunderuntil the Gas is delivered to Processor at the Plant DeliveryPoint(s).  Processor shall be solely liable for and in control andpossession of the Gas and the Plant Products until Processor has deliveredResidue Gas to Producer at the Residue Gas Delivery Point(s) whereupon Producershall again be in control and possession thereof and bear the risk of loss ofthe Residue Gas. 17.2    PRODUCERSHALL BE AFFORDED ACCESS TO GATHERER’S AND PROCESSOR’S PROPERTY AND THEFACILITIES TO THE EXTENT NECESSARY TO CARRY OUT ITS RIGHTS AND OBLIGATIONS UNDERTHIS AGREEMENT, AND PRODUCER SHALL FULLY OBSERVE AND COMPLY WITH ALL OFGATHERER’S AND PROCESSOR’S SAFETY PRACTICES AND PROCEDURES WHILE ON THEPREMISES.  PRODUCER HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS,PROTECT, DEFEND, AND DISCHARGE GATHERER AND PROCESSOR AND THEIR AFFILIATEDCOMPANIES, 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 FORCONTRIBUTION), LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING COURTCOSTS, REASONABLE COSTS OF INVESTIGATION, DEFENSE AND ATTORNEY’S FEES) FOR THEINJURY TO OR DEATH OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, EACH OFPRODUCER’S, GATHERER’S AND PROCESSOR’S EMPLOYEES, AGENTS AND CONTRACTORS) ORPROPERTY DAMAGE OF ANY NATURE, KIND OR DESCRIPTION OR ANY OTHER CLAIM OF ANYNATURE, KIND OR DESCRIPTION BROUGHT BY ANY PERSON OR ENTITY, WHETHER LEGAL OREQUITABLE, 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 GASPASSES THROUGH THE GATHERING SYSTEM DELIVERY POINT(S) AND AFTER THE RESIDUE GASPASSES THROUGH THE RESIDUE GAS DELIVERY POINT(S), (ii)  PRODUCER’SOWNERSHIP AND OPERATION OF THE WELLS LOCATED WITHIN THE CONTRACT AREA AND ANYFACILITIES OR EQUIPMENT INSTALLED OR MAINTAINED BY PRODUCER UPSTREAM OF THEGATHERING SYSTEM DELIVERY POINT, REGARDLESS OF WHETHER SUCH WAS REQUIRED BY THETERMS OF THIS AGREEMENT, (iii) THE PERFORMANCE OF ANY OBLIGATIONS, RIGHTS ORDUTIES HEREUNDER, (iv) PRODUCER’S BREACH OF THIS AGREEMENT, OR (v) ANYVIOLATION OF THE LAW, REGARDLESS OF EITHER GATHERER’S OR PROCESSOR’S SOLE,CONCURRENT OR COMPARATIVE NEGLIGENCE.  GATHERER HEREBY AGREES TOINDEMNIFY, HOLD HARMLESS, PROTECT, DEFEND AND DISCHARGEPROCESSOR 19

 
ANDPRODUCER AND THEIR AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS,OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, FOR, FROM AND AGAINSTANY 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 ANYPERSON OR ENTITY, WHETHER LEGAL OR EQUITABLE, WHICH ARISE OUT OF, RESULT FROM ORARE IN ANY WAY RELATED TO (i) GATHERER’S OWNERSHIP AND CONTROL OF THE GAS AFTERTHE GAS PASSES THROUGH  THE GATHERING SYSTEM DELIVERY POINT(S) ANDPRIOR TO THE TIME THAT THE GAS 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 COMPARATIVENEGLIGENCE.  PROCESSOR HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS,PROTECT, DEFEND AND DISCHARGE GATHERER AND PRODUCER AND THEIR AFFILIATEDCOMPANIES, 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 FORCONTRIBUTION), LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING COURTCOSTS, REASONABLE COSTS OR INVESTIGATION, DEFENSE AND ATTORNEY’S FEES) OF ANYNATURE, KIND OR DESCRIPTION BROUGHT BY ANY PERSON OR ENTITY, WHETHER LEGAL OREQUITABLE, 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 THEPLANT DELIVERY POINT(S) AND PRIOR TO THE TIME THAT THE RESIDUE GAS PASSESTHROUGH THE RESIDUE GAS DELIVERY POINT(S) AND THE PLANT PRODUCTS PASS THROUGHTHE PLANT PRODUCTS DELIVERY POINT , (ii) PROCESSOR’S OWNERSHIP AND OPERATION OFTHE 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 COMPARATIVENEGLIGENCE.  THE INDEMNIFICATION RIGHTS HEREIN SHALL BE CUMULATIVE OF,AND IN ADDITION TO, ANY AND ALL OTHER RIGHTS, REMEDIES OR RECOURSE OF THEPARTIES AND SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THISAGREEMENT.  TO THE EXTENT AND ONLY TO THE EXTENT THE FOREGOINGINDEMNIFICATION RIGHTS ARE BY LAW, EITHER INAPPLICABLE OR NOT ENFORCEABLE,PRODUCER, GATHERER AND PROCESSOR SHALL EACH BE RESPONSIBLE FOR THE RESULTS OFITS OWN 20

 
ACTIONSAND FOR THE ACTIONS OF THOSE PERSONS AND ENTITIES OVER WHICH IT EXERCISESCONTROL. ARTICLEXVIII -FORCEMAJEURE In the event anyParty is rendered unable, either wholly or in part, by force majeure to carryout its obligations under this Agreement, other than the obligation to makepayments due hereunder, it is agreed that on such Party giving notice and fullparticulars of such inability by telephone and in writing to the other Partiesas soon as possible after the occurrence of the cause relied on, then theobligations of the Party giving such notice, so far as they are affected by suchforce majeure, shall be suspended during the continuance of any inability socaused, but for no longer period, and such cause shall, as far as possible, beremedied with all reasonable dispatch.  The term "force majeure" asemployed herein shall mean any act or event which wholly or partially preventsor delays the performance of obligations arising under this Agreement if suchact or event is not reasonably within the control of and not caused by the faultor negligence of the Party claiming force majeure and which by the exercise ofdue diligence such Party is unable to prevent or overcome, including, withoutlimitation, 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 andpeople; civil disturbances; explosion, breakage, or accidents to machinery,plant facilities, or lines of pipe; the necessity for making repairs to oralterations of machinery, plant facilities, or lines of pipe; freezing of wellsor lines of pipe; partial or entire failure of wells; and the inability ofeither Producer, Gatherer or Processor to acquire, or the delays on the part ofeither Producer, Gatherer or Processor in acquiring, at reasonable cost andafter the exercise of reasonable diligence:  (a) any servitude,rights-of-way grants, permits, or licenses; (b) any materials or supplies forthe construction or maintenance of facilities; and (c) any permits orpermissions from any governmental agency if such are required.  It isunderstood and agreed that the settlement of strikes or lockouts shall beentirely within the discretion of the Party having the difficulty and that theabove requirements that any force majeure shall be remedied with all reasonabledispatch shall not require the settlement of strikes or lockouts by acceding tothe demands of the opposing party when such course is inadvisable in the solediscretion of the Party having the difficulty. ARTICLEXIX -UNPROFITABLEOPERATIONS AND RIGHTS OF TERMINATION 19.1    If,in the sole and absolute opinion of Gatherer, the gathering of Gas from any wellor wells, or any Gathering System Delivery Point, under this Agreement, is orbecomes uneconomical due to its volume, government regulations, or any causeother than force majeure, Gatherer shall not be obligated to gather or may ceasegathering the Gas therefrom so long as such conditionexists.  Gatherer agrees that in its determination of uneconomicalgathering, the same criteria shall be used for the Gas as for all other gasbeing gathered through the Gathering System.  In the event thatGatherer refuses to gather the Gas, Producer may dispose of the Gas not gatheredas it sees fit; provided that 21

 
Gatherer at anytime thereafter shall have the right to gather all of the Gas refused, ifrefused for reason or reasons resulting from an act of Producer or lack ofaction on the part of Producer, conditioned upon Gatherer giving Producer atleast two (2) months' notice of its election so to do.  In the eventthat Gatherer refuses to gather the Gas for a period of sixty (60) consecutivedays 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 entiretyinsofar and only insofar as it pertains to Gas produced from the affectedwell(s) by providing to Gatherer a thirty (30) days’ advance written notice ofsuch termination. 19.2    If,in the sole and absolute opinion of Processor, the processing of Gas from anywell or wells, or any Gathering System Delivery Point, under this Agreement, isor becomes uneconomical due to its volume, Plant Product content, governmentregulations, or any cause other than force majeure, Processor shall not beobligated to process or may cease processing the Gas therefrom so long as suchcondition exists.  Processor agrees that in its determination ofuneconomical processing, the same criteria shall be used for the Gas as for allother gas being processed through the Plant.  In the event thatProcessor refuses to process the Gas, Producer may dispose of the Gas notprocessed as it sees fit; provided that Processor at any time thereafter shallhave the right to process all of the Gas refused, if refused for reason orreasons resulting from an act of Producer or lack of action on the part ofProducer, conditioned upon Processor giving Producer at least two (2) months'notice of its election so to do.  In the event that Processor refusesto process the Gas for a period of sixty (60) consecutive days and Gatherer isunable to by-pass the Plant in order to deliver Producer’s gas to an alternativepipeline willing to accept Producer’s unprocessed Gas causing Producer’s well(s)to be shut-in, Producer shall have the option, exercised solely at itsdiscretion, to terminate this Agreement insofar as it pertains to Gas producedfrom the affected well(s) by providing to Processor a thirty (30) days’ advancewritten notice of such termination. 19.3    Inthe event Processor should at any time hereafter elect to permanentlydiscontinue the operation of the Plant, Gatherer, Processor and Producer shalleach have the option, exercised solely at its discretion, of terminating thisAgreement in its entirety upon one hundred twenty (120) days advance writtennotice of such termination notice to the other Parties. 19.4    Nothingherein shall be construed to require Producer to drill any well or to continueto operate any well which a prudent operator would not in like circumstancesdrill or continue to operate. 19.5    Itis agreed that neither Gatherer nor Processor shall be obligated to expand theFacilities in order to provide capacity hereunder. ARTICLE XX-TERM This Agreementshall be effective from the Effective Date and, subject to the other provisionshereof, shall continue in full force and effect until August 10, 2017 (the“Primary Term”) and shall be automatically renewed for one (1) year periodsthereafter unless on or 22

 
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 (the“Term”). ARTICLE XXI-REGULATORYBODIES This Agreement andthe provisions hereof shall be subject to all valid applicable federal, state,and local laws, order, rules, and regulations.  Producer, Gatherer andProcessor have entered into this Agreement with the understanding, and inreliance on the fact, that this Agreement and/or performance of this Agreementare not and will not be subject to the jurisdiction or regulation of the FederalEnergy Regulatory Commission ("FERC").  If this Agreement and/orperformance of this Agreement becomes subject to such jurisdiction and/orregulation, this Agreement shall automatically terminate unless Producer,Gatherer and Processor agree, in writing, within thirty (30) days of theeffective date of the attachment of any such jurisdiction and/or regulation,that this Agreement shall continue after such effective date. ARTICLE XXII-ARBITRATION Any controversybetween the Parties arising under ARTICLE X of this Agreement and not resolvedby agreement shall be determined by a board of arbitration upon notice ofsubmission given either by Processor, Gatherer or Producer, which request shallalso name one arbitrator.  The Parties receiving such notice shall,within ten (10) days thereafter, by notice to the others, jointly name thesecond arbitrator, or failing so to do, the Party giving notice of submissionshall name the second.  The two arbitrators so appointed shall namethe third, or failing so to do within ten (10) days, then upon the writtenapplication of any Party, such third arbitrator may be appointed by the AmericanArbitration Association.  The arbitrators selected to act hereundershall be qualified by education, experience, and training to pass upon theparticular question in dispute.  The jurisdiction of the arbitratorswill be limited to the single issue referred to arbitration, and the arbitrationshall be conducted pursuant to the guidelines set forth by the AmericanArbitration Association; provided, however, that should there be any conflictbetween the guidelines and the procedures set forth in this Agreement, the termsof this Agreement shall control.  Within fifteen (15) days followingselection of the third arbitrator, each Party shall furnish the arbitrators inwriting its position regarding the issue being arbitrated.  Thearbitrators may, if they deem necessary, convene a hearing regarding the issuebeing arbitrated.  The arbitrators shall render their decision inwriting within thirty (30) days after the appointment of the third arbitrator orthe conclusion of the hearing, if one is held.  If within said perioda decision is not rendered by the arbitrators, new arbitrators may be named andshall act hereunder at the election of any of Processor, Gatherer or Producer inlike manner as if none has been previously named.  The arbitrators’decision shall be final and binding upon the Parties as to the issue submittedand the Parties will abide by and comply with such decision.  Theexpenses of arbitration shall be borne equally by the Parties, except that eachParty shall bear the compensation and expenses of its counsel, witnesses, andemployees. 23

 
 ARTICLE XXIII-DISPUTES 23.1    Subjectto the terms as set forth in ARTICLE XXII of this Agreement, should a disputearise between the Parties, the Parties shall promptly seek to resolve any suchdispute by negotiations among the senior executives of the Parties who have theauthority to settle such dispute (“Senior Executives”) prior to the initiationof any lawsuit.  The Senior Executives shall meet at a mutuallyacceptable time and place within fifteen (15) days and thereafter as often asthey reasonably deem necessary to exchange relevant information and to attemptto resolve the dispute.  All negotiations and communications pursuantto this ARTICLE XXIII shall be treated and maintained by the Parties asconfidential information and shall be treated as compromise and settlementnegotiations for purposes of the federal and state Rules ofEvidence.  If the matter has not been resolved within thirty (30) daysafter the initial meeting of the Senior Executives, or such longer period as maybe mutually agreed upon, either Party may initiate a lawsuit. 23.2    THISAGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION,PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, PROVISIONSCONCERNING LIMITATIONS OF ACTIONS) SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, NOTWITHSTANDING ANYCONFLICT-OF-LAWS DOCTRINES OF SUCH STATE OR OTHER JURISDICTION TO THECONTRARY.  ALL MATTERS LITIGATED BY OR BETWEEN THE PARTIES THATINVOLVE THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, OR ANY RELATEDDOCUMENTS OR MATTERS HEREUNDER SHALL BE BROUGHT ONLY IN FORT WORTH, TARRANTCOUNTY, TEXAS. 23.3    Inany suit filed by a Party hereto to resolve a dispute arising under thisAgreement or related to the services provided hereunder, each Party herebycovenants and agrees to take all steps necessary to waive a trial byjury. ARTICLEXXIV -NOTICESAND PAYMENTS Any notice,request, demand, statement, or bill provided for in this Agreement shall be inwriting and delivered by hand, mail, or facsimile.  All such writtencommunications shall be effective upon receipt by the other party at the addressof the parties hereto as follow: Producer Statements:Quicksilver      Resources Inc.777 West      Rosedale StreetFort Worth,      TX  76104Attn:  Revenue      Accounting Payments:Quicksilver      Resources Inc.  24

 
  777 West      Rosedale StreetFort Worth,      TX  76104Attn:  Accounting Contractual:Quicksilver      Resources Inc.777 West      Rosedale StreetFort Worth,      TX  76104Attn:  Marketing 25

 
 Gatherer Statements:Cowtown      Pipeline Partners L.P.777 West      Rosedale StreetFort Worth,      TX  76104Attn:  Revenue      Accounting Payments:Cowtown      Pipeline Partners L.P.777 West      RosedaleFort Worth,      TX  76104Attn:  Accounting Contractual:Cowtown      Pipeline Partners L.P.777 West      RosedaleFort Worth,      TX  76104Attn:  Marketing Processor Statements:Cowtown Gas      Processing Partners L.P.777 West      RosedaleFort Worth,      TX  76104Attn:  Revenue      Accounting Payments:Cowtown Gas      Processing Partners L.P.777 West      RosedaleFort Worth,      TX  76104Attn:  Accounting Contractual:Cowtown Gas      Processing Partners L.P.777 West      RosedaleFort Worth,      TX  76104Attn:  Marketing Any of the Partiesmay designate a further or different address by giving written notice to theother Parties. ARTICLEXXV -ASSIGNMENT This Agreement (anda Party’s rights and obligations hereunder) is assignable in whole or inpart.  This Agreement shall be binding upon and inure to the benefitof the heirs, executors, administrators, successors, and assigns of therespective Parties hereto; provided that no transfer of or succession to theinterest of any Party hereunder, either wholly or partially, shall affect orbind the other Parties until it shall have been furnished with the originalinstrument or with the proper proof that the claimant is legally entitled tosuch interest. 26

 
 ARTICLE XXVI-MISCELLANEOUS 26.1    Nowaiver by any Party of any one or more defaults in the performance of anyprovision of this Agreement shall operate or be construed as a waiver ofany  default or future defaults, whether of a like or differentcharacter. 26.2    ThisAgreement contains the entire agreement between the Parties and there are nooral promises, agreements, or warranties affecting it.  This Agreementmay be amended or modified from time to time only by the written agreement ofall the Parties hereto; provided, however, that the Parties may not, without theprior approval of the Conflicts Committee (as such term is defined in thepartnership agreement for Quicksilver Gas Services L.P.(“MLP”), the parent ofGatherer and Processor, agree to any amendment or modification of this Agreementthat the general partner of MLP determines will adversely affect the holders ofcommon units of MLP. 26.3    Theprovisions of this Agreement are enforceable by the Parties hereto and MLP,which is an intended third party beneficiary hereof. Except as described in theimmediately preceding sentence, nothing in this Agreement, express or implied,is intended to confer upon any person other than the Parties hereto and MLP andtheir respective successors and assigns, any rights, benefits or obligationshereunder.  No limited partner of the MLP shall have the right, separateand apart from MLP, to enforce any provision of this Agreement or to compel anyParty to this Agreement to comply with the terms of this Agreement. 26.4    Thedescriptive headings of the provisions of these general provisions areformulated and used for convenience only and shall not be deemed to affect themeaning or construction of any such provisions. 26.5    ThisAgreement supersedes and replaces any other contract(s) or agreements(s) whichmay exist between the Parties covering the gathering and processing of the Gasdedicated hereunder; providedthe Parties agree that a separate gathering agreement may be executed insubstitution of this Agreement to provide for the gathering by Gatherer of gasproduced from some portion of the dedicated Contract Area but which is deemed“dry” and not otherwise desirable or acceptable for processing at theFacilities. 26.6    Nothingin this Agreement is intended to create a partnership or joint venture understate law or to render the Parties hereto jointly and severally liable to anythird party.  Each of the Parties elects to be excluded from theprovisions of Subchapter K, Chapter 1 of Subtitle A, of the Internal RevenueCode of 1986 pursuant to the provisions of Article 761(a) of such code and fromany similar provisions of state law.  Processor shall timely file suchevidence of this election as may be required under applicable law. 26.7    Shouldany section, paragraph, subparagraph, or other portion of this Agreement befound invalid as a matter of law in a duly authorized court, or by a dulyauthorized government agency, then only that portion of the Agreement shall beinvalid. 27

 
The remainder ofthe Agreement which shall not have been found invalid shall remain in full forceand effect. 26.8    ThisAgreement was prepared jointly by the Parties hereunder and not by any Party tothe exclusion of the other. 26.9    Producerrecognizes and acknowledges Gatherer’s and Processor's proprietary interest inthis Agreement, and Producer agrees not to divulge any of the contents hereof toany other person, firm, corporation, or other entity.  Producer agreesto be responsible for enforcing the confidentiality of this Agreement and agreesto take such action as necessary to prevent any disclosure by any of its agentsor employees.   (SIGNATURE PAGEFOLLOWS) 28

 
 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement in several originals to beeffective as of the Effective Date.  PRODUCER     Quicksilver Resources      Inc., a      Delaware corporation      By:      /s/ Stan      Page   Stan      Page   Vice      President - U.S. Operations        GATHERER     Cowtown Pipeline Partners      L.P., a Texas      limited partnership      By:      Quicksilver      Gas Services Operating GP LLC, its general partner      By:      /s/ Thomas      F. Darden   Thomas F.      Darden   President and      Chief Executive Officer        PROCESSOR     Cowtown Gas Processing      Partners L.P., a Texas      limited partnership      By:      Quicksilver      Gas Services Operating GP LLC, its general partner      By:      /s/ Thomas      F. Darden   Thomas F.      Darden   President and      Chief Executive Officer