Exhibit 10.1
 Execution Version




---



##### 



TABLE OF CONTENTS
 
 PAGEArticle I
DefinitionsSection 1.01. Defined Terms
    
    
    2Section 1.02. Terms Generally
    
    
    26Section 1.03. Effectuation of Transfers
    
    
    27Article II 
The CreditsSection 2.01. Commitments
    
    
    27Section 2.02. Loans and Borrowings
    
    
    27Section 2.03. Requests for Borrowings
    
    
    27Section 2.04. Swingline Loans
    
    
    28Section 2.05. Revolving Letters of Credit
    
    
    28Section 2.06. Funding of Borrowings
    
    
    31Section 2.07. Interest Elections
    
    
    32Section 2.08. Termination and Reduction of Commitments
    
    
    32Section 2.09. Repayment of Loans; Evidence of Debt
    
    
    33Section 2.10. Repayment of Loans
    
    
    33Section 2.11. Prepayment of Loans
    
    
    34Section 2.12. Fees
    
    
    34Section 2.13. Interest
    
    
    35Section 2.14. Alternate Rate of Interest
    
    
    35Section 2.15. Increased Costs
    
    
    36Section 2.16. Break Funding Payments
    
    
    36Section 2.17. Taxes
    
    
    37Section 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    38Section 2.19. Mitigation Obligations; Replacement of Lenders
    
    
    39Section 2.20. Increase in Revolving Facility Commitments; Incremental Term Loan Commitments
    
    
    39Section 2.21. Illegality
    
    
    41Section 2.22. Defaulting Lenders
    
    
    41Article III 
Representations And WarrantiesSection 3.01. Organization; Powers
    
    
    42Section 3.02. Authorization
    
    
    43Section 3.03. Enforceability
    
    
    43Section 3.04. Governmental Approvals
    
    
    43Section 3.05. Financial Statements
    
    
    43Section 3.06. No Material Adverse Effect
    
    
    43Section 3.07. Title to Properties; Possession Under Leases
    
    
    44Section 3.08. Litigation; Compliance with Laws
    
    
    44Section 3.09. Federal Reserve Regulations
    
    
    45Section 3.10. Investment Company Act
    
    
    45Section 3.11. Use of Proceeds
    
    
    45Section 3.12. Tax Returns
    
    
    45Section 3.13. No Material Misstatements
    
    
    45Section 3.14. Employee Benefit Plans
    
    
    45Section 3.15. Environmental Matters
    
    
    46Section 3.16. Mortgages
    
    
    46Section 3.17. Real Property
    
    
    46Section 3.18. Solvency
    
    
    47
 i




---



##### 



PAGESection 3.19. Labor Matters
    
    
    48Section 3.20. Insurance
    
    
    48Section 3.21. Representations and Warranties in Acquisition Agreement
    
    
    48Section 3.22. Status as Senior Debt; Perfection of Security Interests
    
    
    48Section 3.23. Material Contracts
    
    
    48Article IV 
Conditions To Credit EventsSection 4.01. All Credit Events
    
    
    48Section 4.02. First Credit Event
    
    
    49Article V 
Affirmative CovenantsSection 5.01. Existence; Businesses and Properties
    
    
    51Section 5.02. Insurance
    
    
    51Section 5.03. Taxes; Payment of Obligations
    
    
    52Section 5.04. Financial Statements, Reports, Etc.
    
    
    52Section 5.05. Litigation and Other Notices
    
    
    53Section 5.06. Compliance with Laws
    
    
    54Section 5.07. Maintaining Records; Access to Properties and Inspections; Maintaining Pipeline Systems and Processing Plants
    
    
    54Section 5.08. Use of Proceeds
    
    
    54Section 5.09. Compliance with Environmental Laws
    
    
    54Section 5.10. Further Assurances
    
    
    54Section 5.11. Fiscal Year
    
    
    55Section 5.12. Reserved
    
    
    55Article VI
Negative CovenantsSection 6.01. Indebtedness
    
    
    55Section 6.02. Liens
    
    
    57Section 6.03. Sale and Lease-back Transactions
    
    
    59Section 6.04. Investments, Loans and Advances
    
    
    60Section 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions
    
    
    61Section 6.06. Dividends and Distributions
    
    
    62Section 6.07. Transactions with Affiliates
    
    
    62Section 6.08. Business of the Borrower and the Subsidiaries
    
    
    64Section 6.09. Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-laws and Certain Other
Agreements; etc
    
    
    64Section 6.10. Leverage Ratio
    
    
    65Section 6.11. Interest Coverage Ratio
    
    
    65Section 6.12. Swap Agreements
    
    
    65Article VII 
Events Of DefaultSection 7.01. Events of Default
    
    
    65Article VIII
The AgentsSection 8.01. Appointment and Authority
    
    
    67Section 8.02. Rights as a Lender
    
    
    67Section 8.03. Exculpatory Provisions
    
    
    67Section 8.04. Reliance by Agents
    
    
    68Section 8.05. Delegation of Duties
    
    
    68Section 8.06. Resignation of the Agents
    
    
    68
 ii




---



##### 



PAGESection 8.07. Non-Reliance on the Agents, Other Lenders and Other Issuing Banks
    
    
    68Section 8.08. No Other Duties, Etc.
    
    
    69Section 8.09. Administrative Agent May File Proofs of Claim
    
    
    69Section 8.10. Collateral and Guaranty Matters
    
    
    69Section 8.11. Secured Cash Management Agreements and Secured Swap Agreements
    
    
    69Section 8.12. Indemnification
    
    
    69Section 8.13. Appointment of Supplemental Collateral Agents
    
    
    70Section 8.14. Withholding
    
    
    70Section 8.15. Enforcement
    
    
    70Article IX 
MiscellaneousSection 9.01. Notices
    
    
    71Section 9.02. Survival of Agreement
    
    
    71Section 9.03. Binding Effect
    
    
    71Section 9.04. Successors and Assigns
    
    
    71Section 9.05. Expenses; Indemnity
    
    
    73Section 9.06. Right of Set-off
    
    
    74Section 9.07. Applicable Law
    
    
    74Section 9.08. Waivers; Amendment
    
    
    74Section 9.09. Interest Rate Limitation
    
    
    76Section 9.10. Entire Agreement
    
    
    76Section 9.11. Waiver of Jury Trial
    
    
    76Section 9.12. Severability
    
    
    76Section 9.13. Counterparts
    
    
    76Section 9.14. Headings
    
    
    76Section 9.15. Jurisdiction; Consent to Service of Process
    
    
    77Section 9.16. Confidentiality
    
    
    77Section 9.17. Communications
    
    
    77Section 9.18. Release of Liens and Guarantees
    
    
    78Section 9.19. U.S.A. PATRIOT Act and Similar Legislation
    
    
    79Section 9.20. Judgment
    
    
    79Section 9.21. Pledge and Guarantee Restrictions
    
    
    79Section 9.22. No Fiduciary Duty
    
    
    79Section 9.23. Application of Funds
    
    
    79
 iii




---



##### 



Exhibits and Schedules
 Exhibit A
    
    Form of Assignment and AcceptanceExhibit B
    
    Form of Prepayment NoticeExhibit C-1
    
    Form of Borrowing RequestExhibit C-2
    
    Form of Swingline Borrowing RequestExhibit D
    
    Form of Interest Election RequestExhibit E
    
    Form of Collateral AgreementExhibit F
    
    Form of Solvency CertificateExhibit G-1
    
    Form of Revolving NoteExhibit G-2
    
    Form of Incremental Term Loan NoteExhibit H
    
    Form of Compliance CertificateExhibit I
    
    Form of Administrative QuestionnaireExhibit J
    
    Form of Omnibus AgreementSchedule 2.01
    
    CommitmentsSchedule 3.04
    
    Governmental ApprovalsSchedule 3.07(e)
    
    Condemnation ProceedingsSchedule 3.07(g)
    
    SubsidiariesSchedule 3.07(h)
    
    SubscriptionsSchedule 3.08(a)
    
    LitigationSchedule 3.08(b)
    
    ViolationsSchedule 3.12
    
    TaxesSchedule 3.15
    
    Environmental MattersSchedule 3.17
    
    Real PropertySchedule 3.19
    
    Labor MattersSchedule 3.20
    
    InsuranceSchedule 6.01
    
    IndebtednessSchedule 6.02(a)
    
    LiensSchedule 6.04
    
    InvestmentsSchedule 6.07
    
    Transactions with Affiliates
 iv




---



##### 



Agreement Borrower BNP Administrative Agent Collateral Agent Syndication Agents Joint Lead Arrangers , Co-Documentation Agents
 W I T N E S S E T H :
 FRC Crestwood Sponsors HoldCo
 Acquisition Agreement Seller Acquisition Holdings
 General Partner
 Equity Financing
 Existing Lenders Existing Credit
Agreement
 Closing Date Refinancing
   
 Defined Terms.
 ABR Borrowing
 ABR Loan
 Acquisition
 Acquisition Agreement
 2




---



##### 



Acquisition Documents
 Acquisition Period provided that
 Additional Term Loan Tranche
 Additional Real Property
 Adjusted Eurodollar Rate
 Administrative Agent
 Administrative Agent Fees
 Administrative Questionnaire Exhibit I
 Affiliate
 Agent Default Period
 Agent Parties
 Agents
 Agreed Security Principles
   provided
  3




---



##### 



Agreement
 Alternate Base Rate per annum Prime Rate plus per annum per annum.
 Applicable Margin per annum per
annum per annum per annum Revolving Facility Loans ABR
Loan Spread Revolving Facility Loans Eurodollar Loan Spread per annum, per annum Swingline Loans ABR Loan Spread
 Revolving Facility LoansABR Loan Spread /Swingline Loans ABR
    
    
    Revolving Facility LoansLeverage Ratio:
    
    Loan Spread
    
    
    Eurodollar Loan SpreadCategory 1: Greater than 4.50 to 1.00
    
    
    2.50
    %
    
    
    3.50
    %Category 2: Less than or equal to 4.50 to 1.00
but greater than 4.00 to 1.00
    
    
    2.25
    %
    
    
    3.25
    %Category 3: Less than or equal to 4.00 to 1.00
but greater than 3.50 to 1.00
    
    
    2.00
    %
    
    
    3.00
    %Category 4: Less than or equal to 3.50 to 1.00
but greater than 3.00 to 1.00
    
    
    1.75
    %
    
    
    2.75
    %Category 5: Less than or equal to 3.00 to 1.00
    
    
    1.50
    %
    
    
    2.50
    %
 provided
 provided
 Approved Fund
 4




---



##### 



Asset Acquisition
 Asset Disposition
 Assignment and Acceptance Exhibit A
 Availability Period
 Available Cash Available Cash
 Available Unused Commitment
 Board
 Borrower
 Borrower Materials
 Borrowing
 Borrowing Minimum
 Borrowing Multiple
 Borrowing Request Exhibit C-1
 Business Day
 Calculation Period
 Capital Lease Obligations
 Cash Interest Expense
 5




---



##### 



provided
 Cash Management Agreement
 Cash Management Bank
 A Change in Control
 Change in Law
 Charges
 Closing Date Closing
 Closing Date Real Property
 Closing Date Refinancing
 Code
 Co-Documentation Agents
 Collateral
 Collateral Agent
 6




---



##### 



Collateral Agreement Exhibit
E
 Collateral and Guarantee Requirement
        Additional Real
Property
   7




---



##### 



Commitment Fee
 Commitment Letter
 Commitments
 Communications
 Consolidated Debt
 Consolidated First Lien Net Debt minus
 Consolidated Net Debt
 Consolidated Net Income provided,
however
 provided
 8




---



##### 



provided
      Consolidated Total Assets
 Control Controlling Controlled
 Cowtown Entities
 Cowtown Gas
 Cowtown Pipeline
 Credit Event
 deeds
 Default
 9




---



##### 



Defaulting Lender provided, that
 Domestic Subsidiary
 EBITDA plus
    provided
        10




---



##### 



minus
 Environment
 Environmental Claim
 Environmental Event
 Environmental Law et seq. et seq. et seq. et
seq. et seq. et seq. et seq. et seq.
 Equity Financing
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 11




---



##### 



Eurodollar Borrowing
 Eurodollar Loan
 Eurodollar Rate
    Eurodollar Revolving Facility Borrowing
 Eurodollar Revolving Loan
 Eurodollar Term Loan
 Event of Default
 Exchange Act
 Excluded Assets
 Excluded Indebtedness
 Excluded Taxes
 12




---



##### 



Existing Credit Agreement
 Existing Credit Facilities
 Facilities i.e.
 Federal Funds Effective Rate
 Fee Letter
 Fees
 FERC
 Finance Co
 Financial Officer
 Financial Performance Covenants
 First Lien Leverage Ratio provided
 Flood Insurance Laws
 13




---



##### 



Foreign Lender
 Foreign Subsidiary
 GAAP
 Gathering and Processing Documents
 General Partner
 General Partner LLC Agreement
 Governmental Authority
 Guarantee guarantor primary obligor provided, however Guarantee
 Hazardous Materials
 HoldCo
 HoldCo Credit Agreement
 HoldCo Loan Documents
 14




---



##### 



Holdings
 Improvements
 Increased Amount Date
 Incremental Commitments
 Incremental Lender
 Incremental Maturity Date
 Incremental Revolving Facility Commitments
 Incremental Revolving Facility Lender
 Incremental Term Facility Commitments
 Incremental Term Lender
 Incremental Term Loans
 Indebtedness
 Indemnified Taxes
 Indemnitee
 Information
 Information Memorandum
 Initial Lenders
 Interest Coverage Ratio provided
 Interest Election Request Exhibit D
 15




---



##### 



Interest Expense
 Interest Payment Date
 Interest Period provided
 Investment
 Issuing Bank
 Issuing Bank Fees
 Joint Lead Arrangers
 Lender Schedule 2.01
 Leverage Ratio provided
 Lien
 16




---



##### 



Limited Partnership Agreement
 Loan Documents
 Loan Document Obligations
 Loan Parties
 Loans
 Majority Lenders
 Margin Differential
 Margin Stock
 Master Limited Partnership
 Material Acquisition
 Material Adverse Effect
   17




---



##### 



Material Indebtedness
 Material Contracts
 Material Real Property provided
 Material Subsidiary provided
 Maximum Leverage Ratio
 Maximum Rate
 Midstream Activities
 Moodys
 Mortgaged Properties
 Mortgages
 Multiemployer Plan
 Net Income
 18




---



##### 



Net Proceeds
 provided provided further
   NGA
 Non-Consenting Lender
 Non-U.S. Lender
 Obligations
 Omnibus Agreement Exhibit J
 Operating
 Operating GP
 Other Taxes
 19




---



##### 



Parent Company
 Parent Subordinated Note
 Participant
 PBGC
 Perfection Certificate
 Permitted Business Acquisition
 Permitted Encumbrances
 Permitted Holder
 Permitted Investments
         20




---



##### 



Permitted Junior Debt provided
 Permitted Refinancing Indebtedness Refinance provided
 Person
 Pipeline Systems
 Plan
 Platform
 Pledged Collateral
 primary obligor
 Prior Liens provided that
 21




---



##### 



Pro Forma Basis pro forma Reference Period
 pro forma
 pro forma pro forma pro forma pro
forma
 Pro forma
 Processing Plants
 Projections
 Property
 PUHCA
 Real Property
 Reference Period
 Refinance Refinanced
 Refinanced Term Loans
 Register
 Regulation S-X
 22




---



##### 



Regulation U
 Regulation X
 Related Parties
 Release
 Relevant Subsidiaries
 Remaining Present Value
 Replacement Term Loans
 Reportable Event
 Required Lenders
 Responsible Officer
 Revolving Facility
 Revolving Facility Borrowing
 Revolving Facility Commitment Schedule 2.01
 Revolving Facility Credit Exposure
 Revolving Facility Lender
 Revolving Facility Loan
 Revolving Facility Maturity Date
 23




---



##### 



Revolving Facility Percentage
 Revolving L/C Commitment Schedule 2.01
 Revolving L/C Disbursement
 Revolving L/C Exposure
 Revolving L/C Participation Fees
 Revolving L/C Reimbursement Obligation
 Revolving Letter of Credit
 rights of way
 S&P
 Sale and Lease-Back Transaction
 SEC
 Secured Parties
 Secured Cash Management Agreement
 Secured Swap Agreement
 Securities Act
 Security Documents
 Seller
 Specified Acquisition Agreement Representations
 Specified Swap Counterparty
 24




---



##### 



Specified Representations
 Sponsor Affiliate
 Sponsors
 Statutory Reserves
 Subordinated Intercompany Debt
 Subsidiary parent
 Subsidiary Loan Party
 Supplemental Collateral Agent
 Swap Agreement provided
 Swingline Borrowing
 Swingline Borrowing Request Exhibit C-2
 Swingline Commitment
 Swingline Exposure
 Swingline Lender
 Swingline Loans
 Syndication Agents
 25




---



##### 



Taxes ad valorem
 Test Period
 Transaction Documents
 Transactions
 Trigger Date
 Type, Rate
 UCC
 U.S. Bankruptcy Code
 U.S. Dollars U.S.$
 U.S.A. PATRIOT Act
 Wholly Owned Subsidiary
 Withdrawal Liability
 Terms Generally. GAAP provided provided further pro forma
 26




---



##### 



Effectuation of Transfers.
 
 Commitments. provided that
 Loans and Borrowings. provided, however provided
  provided provided provided
  Requests for Borrowings.
       27




---



##### 



Swingline Loans. provided
  mutatis mutandis provided
 Revolving Letters of Credit. General provided that
 28




---



##### 



Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
 Expiration Date. provided
 Participations
 Reimbursement provided provided mutatis mutandis
 29




---



##### 



Obligations Absolute provided provided
 Disbursement Procedures provided
 Interim Interest provided
 Replacement of an Issuing Bank Issuing Bank
 30




---



##### 



Cash Collateralization provided
 Additional Issuing Banks
 Reporting
 Funding of Borrowings. provided provided
  31




---



##### 



Interest Elections.
          Termination and Reduction of Commitments.
 provided .
  32




---



##### 



provided
 Repayment of Loans; Evidence of Debt. provided
   provided
 Exhibit G-1 Exhibit G-2
 Repayment of Loans.
 first second third
  33




---



##### 



Prepayment of Loans.
     Fees. Commitment Fee
  Revolving L/C Participation Fee
 34




---



##### 



Issuing Bank Fees
 Administrative Agent Fees
  Interest.
  provided
 provided
  Alternate Rate of Interest.
   35




---



##### 



Increased Costs.
      provided provided further
 Break Funding Payments. over
 36




---



##### 



Taxes. provided
  provided
  Non-U.S. Lender Exhibit H provided
 37




---



##### 



provided
 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
 first second
 provided
 38




---



##### 



Mitigation Obligations; Replacement of Lenders.
 provided
 Non-Consenting Lender provided
 Increase in Revolving Facility Commitments; Incremental Term Loan Commitments. Incremental Commitments. Incremental Revolving Facility Commitments Incremental Term Facility
Commitments Incremental Commitments
 39




---



##### 



Increased Amount Date Incremental Revolving Facility Lender, Incremental
Term Lender Incremental Lender provided Incremental Term
Loans provided plus Margin Differential
  Additional Term Loan Tranche provided provided
 40




---



##### 



Illegality.
 Defaulting Lenders. ,
  provided
     41




---



##### 



first second third fourth fifth sixth seventh provided
  
  Organization; Powers.
 42




---



##### 



Authorization.
 Enforceability.
 Governmental Approvals. Schedule 3.04
 Financial Statements.
   pro forma pro forma pro forma
 No Material Adverse Effect.
 43




---



##### 



Title to Properties; Possession Under Leases.
  Schedule 3.17
  Schedule 3.07(e)
  Schedule 3.07(g)
 Schedule 3.07(h)
 Litigation; Compliance with Laws. Schedule
3.08(a) U.S.A. PATRIOT Act
  44




---



##### 



NGA
 Federal Reserve Regulations.
  Investment Company Act.
 Use of Proceeds. provided that
 Tax Returns. Schedule 3.12
 No Material Misstatements. Information
  Employee Benefit Plans.
 45




---



##### 



Environmental Matters. Schedule 3.15
 Mortgages.
 Real Property. Schedule 3.17
 rights of way
 46




---



##### 



deeds
      Solvency.
 47




---



##### 



Labor Matters.
 Insurance. Schedule 3.20
 Representations and Warranties in Acquisition Agreement.
 Status as Senior Debt; Perfection of Security Interests.
 Material Contracts. Schedule 3.23
 
 Credit Event
 All Credit Events.
  48




---



##### 



First Credit Event.
            49




---



##### 



provided that
      Exhibit F
     50




---



##### 



Existence; Businesses and Properties provided
  Insurance
   51




---



##### 



Flood Insurance Laws
      Taxes; Payment of Obligations provided, however
 Financial Statements, Reports, Etc
   52




---



##### 



Schedule B
   Litigation and Other Notices
    53




---



##### 



Compliance with Laws provided
 Maintaining Records; Access to Properties and Inspections; Maintaining Pipeline
Systems and Processing Plants provided provided further
  Use of Proceeds
 Compliance with Environmental Laws
 Further Assurances
  54




---



##### 



provided
 provided
 Fiscal Year
 Reserved
 
  Indebtedness
 Schedule 6.01
   provided
 provided Subordinated Intercompany Debt
 55




---



##### 



provided
 provided
    provided
     56




---



##### 



provided
  Liens
 Schedule 6.02(a) provided
  provided
      provided
 57




---



##### 



provided further
   provided provided further
         provided
       58




---



##### 



provided
     provided
  Sale and Lease-back Transactions Sale and Lease-Back Transaction provided
 59




---



##### 



Investments, Loans and Advances Investment
 plus plus,
      Schedule 6.04
  plus
       60




---



##### 



Mergers, Consolidations, Sales of Assets and Acquisitions
   provided provided further
    provided provided further provided further
 provided
   61




---



##### 



provided
 Dividends and Distributions provided, however
  provided
    Transactions with Affiliates
   62




---



##### 



Schedule 6.07
     provided however
        63




---



##### 



Business of the Borrower and the Subsidiaries
 Limitation on Modifications of Indebtedness; Modifications of Certificate of
Incorporation, By-laws and Certain Other Agreements; etc.
 provided that
             64




---



##### 



Leverage Ratio.
 Interest Coverage Ratio.
 Swap Agreements.
 
 Events of Default. Events of Default
      provided
   65




---



##### 



Environmental Event
    66




---



##### 



Appointment and Authority.
     Rights as a Lender.
 Exculpatory Provisions.
  provided
    67




---



##### 



Reliance by Agents.
 Delegation of Duties.
 Resignation of the Agents.
 Non-Reliance on the Agents, Other Lenders and Other Issuing Banks.
 68




---



##### 



No Other Duties, Etc.
 Administrative Agent May File Proofs of Claim.
    Collateral and Guaranty Matters.
 Secured Cash Management Agreements and Secured Swap Agreements.
 Indemnification. pro rata pro rata provided
 69




---



##### 



Appointment of Supplemental Collateral Agents. Supplemental Collateral
Agent Supplemental Collateral Agents
   Withholding
 Enforcement. provided provided further
 70




---



##### 



Notices.
 ,
    provided provided further
   Survival of Agreement.
 Binding Effect.
 Successors and Assigns.
 71




---



##### 



provided provided provided further
 provided
    provided
       Approved Fund
  Register
 72




---



##### 



provided however
 Participant provided provided provided
  provided
 Expenses; Indemnity
 73




---



##### 



Indemnitee provided provided
  Right of Set-off
 Applicable Law
 Waivers; Amendment
 74




---



##### 



provided, however
 provided ;
       provided further
   Refinanced Term Loans Replacement Term Loans provided
 75




---



##### 



Interest Rate Limitation Charges Maximum
Rate provided
 Entire Agreement
 Waiver of Jury Trial
 Severability
 Counterparts
 Headings
 76




---



##### 



Jurisdiction; Consent to Service of Process
  Confidentiality
 Communications Delivery Communications
 77




---



##### 



Posting Platform Borrower Materials Public Lender
 Platform. Agent Parties
 Release of Liens and Guarantees
 78




---



##### 



U.S.A. PATRIOT Act and Similar Legislation
 Judgment
 Pledge and Guarantee Restrictions
     ab initio
 No Fiduciary Duty Lenders
 Application of Funds Section
7.01 Section 5.02
 First
 79




---



##### 



Second Second
 Third Third
 Fourth Fourth
 Fifth
 Last
 Section 2.05(j) Fifth
 [Signature
Pages Follow]
 80




---



##### 



QUICKSILVER GAS SERVICES LP,
as BorrowerBy:
    Quicksilver Gas Services GP LLC, its general partner By:
    /s/ William G. ManiasName:
    William G. ManiasTitle:
    Chief Financial Officer and secretary




---



##### 



BNP PARIBAS,
       
as Administrative Agent and Collateral AgentBy:
    /s/ J. Christopher LyonsName:
    J. Christopher LyonsTitle:
    Managing DirectorBy:
    /s/ Mark A. CoxName:
    Mark A. CoxTitle:
    Managing DirectorBNP PARIBAS,
       as LenderBy:
    /s/ J. Christopher LyonsName:
    J. Christopher LyonsTitle:
    Managing DirectorBy:
    /s/ Mark A. CoxName:
    Mark A. CoxTitle:
    Managing Director




---



##### 



BANK OF AMERICA, N.A.,
       as LenderBy:
    /s/ Ronald E. MckaigName:
    Ronald E. MckaigTitle:
    Senior Vice President




---



##### 



ROYAL BANK OF CANADA,
       as Syndication Agent and LenderBy:
    /s/ Jason S. YorkName:
    Jason S. YorkTitle:
    Authorized Signatory




---



##### 



UBS AG, STAMFORD BRANCH,
       as LenderBy:
    /s/ Mary E. EvansName:
    Mary E. EvansTitle:
    Associate DirectorBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director




---



##### 



THE ROYAL BANK OF SCOTLAND PLC,
       as LenderBy:
    /s/ Stuart GibsonName:
    Stuart GibsonTitle:
    Director




---



##### 



WELLS FARGO BANK, N.A.,
       as LenderBy:
    /s/ Shannan TownsendName:
    Shannan TownsendTitle:
    Managing Director




---



##### 



BARCLAYS BANK PLC,
       as LenderBy:
    /s/ Ann E. SuttonName:
    Ann E. SuttonTitle:
    Director




---



##### 



BANK OF MONTREAL,
       as LenderBy:
    /s/ Kevin UtseyName:
    Kevin UtseyTitle:
    Vice President




---



##### 



CAPITAL ONE, N.A.,
       as LenderBy:
    /s/ Peter ShenName:
    Peter ShenTitle:
    Vice President




---



##### 



COMERICA BANK,
       as LenderBy:
    /s/ Justin B. CrawfordName:
    Justin B. CrawfordTitle:
    Vice President




---



##### 



REGIONS BANK,
       as LenderBy:
    /s/ Charles De LaceyName:
    Charles De LaceyTitle:
    Senior Vice President




---



##### 



COMPASS BANK,
       as LenderBy:
    /s/ Greg DetermannName:
    Greg DetermannTitle:
    Senior Vice President




---



##### 



SUMITOMO MITSUI BANKING CORPORATION,
       as LenderBy:
    /s/ Masakazu HasegawaName:
    Masakazu HasegawaTitle:
    General Manager




---



##### 



U.S. BANK NATIONAL ASSOCIATION,
       as LenderBy:
    /s/ Monte E. DeckerdName:
    Monte E. DeckerdTitle:
    Senior Vice President




---



##### 



ALLIED IRISH BANK, p.l.c.,
       as LenderBy:
    /s/ Vaughn BuckName:
    Vaughn BuckTitle:
    DirectorBy:

/s/
David ODriscollName:
    David ODriscollTitle:
    Assistant Vice President




---



##### 



SCHEDULE 2.01 Revolving Facility Commitments
 Lender
    
    AmountBNP Paribas
    
    $
    35,000,000Bank of America, N.A.
    
    $
    35,000,000Royal Bank of Canada
    
    $
    35,000,000UBS AG, Stamford Branch
    
    $
    35,000,000The Royal Bank of Scotland PLC
    
    $
    35,000,000Wells Fargo Bank, N.A.
    
    $
    25,000,000Barclays Bank PLC
    
    $
    25,000,000Bank of Montreal
    
    $
    25,000,000Capital One, N.A.
    
    $
    25,000,000Comerica Bank
    
    $
    25,000,000Regions Bank
    
    $
    25,000,000Compass Bank
    
    $
    25,000,000Sumitomo Mitsui Banking Corporation
    
    $
    25,000,000U.S. Bank National Association
    
    $
    15,000,000Allied Irish Bank, p.l.c.
    
    $
    10,000,000Total
    
    $
    400,000,000




---



##### 



EXHIBIT A
 FORM OF
ASSIGNMENT AND ACCEPTANCE
 Assignment and Acceptance Assignor Assignee[s] Credit Agreement Standard Terms and Conditions
 Assigned Interest
     Borrower BNP
 A-1




---



##### 



,
 1
 Aggregate Amount
    
    
    
    
    
    
    Percentageof Commitment/
    
    
    Amount of
    
    
    Assigned ofLoans for all
    
    
    Commitment/Loans
    
    
    Commitment/Facility Assigned
    
    Lenders
    
    
    Assigned
    
    
    Loans*[Revolving Facility Loan]
    
    
    
    
    
    
    
    
    
    
    %[Incremental Term Loan]
    
    
    
    
    
    
    
    
    
    
    %
  
 1
    
    Add additional table for each Assignee.*
    
    Calculate to 9 decimal places and show as a
percentage of aggregate Loans of all Lenders in respect of the applicable
Facility. A-2




---



##### 



ASSIGNOR [NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE [NAME OF ASSIGNEE]2By:Name:Title: 3
 BNP PARIBAS, as Administrative AgentBy:Name:Title:[Consented4 to:]
[Issuing Lender]By:Name:Title: 5
 
 2
    
    Add additional signature blocks if there is
more than one Assignee.3
    
    Consents to be included to the extent
required by Section 9.04(b) of the Credit Agreement.4
    
    Consents to be included to the extent
required by Section 9.04(b) of the Credit Agreement.5
    
    Consents to be included to the extent
required by Section 9.04(b) of the Credit Agreement. A-3




---



##### 



[Swingline Lender]By:Name:Title:[Consented6 to:]
QUICKSILVER GAS SERVICES LPBy:Name:Title: 
 6
    
    Consents to be included to the extent
required by Section 9.04(b) of the Credit Agreement. A-4




---



##### 



ANNEX 1
 STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE
 Representations and Warranties
 Assignor
 Assignee




---



##### 



Payments
 General Provisions provided
 2




---



##### 



EXHIBIT B
 FORM OF PREPAYMENT NOTICE
  
 [ ]
   Borrower BNP ,
 1
 Very truly yours,
QUICKSILVER GAS SERVICES LPBy:Name:Title: 
 1
    
    Please provide reasonably detailed
calculation of the amount of prepayment. B-1




---



##### 



EXHIBIT C-1
 FORM OF
BORROWING REQUEST
  
 [ ]
   Borrower BNP Administrative
Agent ,
   (A)
    
    Borrower [and Name of Account Party]1: _____________________(B)
    
    Aggregate or Face Amount of Borrowing: US$____________(C)
    
    Date of Borrowing (which shall be a Business Day): ____________(D)
    
    Type of Borrowing (ABR, Eurodollar, or Revolving Letter of Credit):
____________(E)
    
    Interest Period (if a Eurodollar Borrowing):2 ____________
 
 1
    
    If Borrower requests that a letter of credit
be issued on behalf of another Loan Party.2
    
    Which must comply with the definition of
Interest Period and end not later than the Revolving Facility Maturity Date. C-1-1




---



##### 



(F)
    
    [Location and number of the Borrowers account or any other account
agreed upon by the Administrative Agent] [Beneficiary (if a Revolving Letter of
Credit)3]: ____________(G)
    
    Expiry date (if a Revolving Letter of Credit)4: _____________
 [ ]
 (A)
    
    Aggregate Amount of Borrowing: US$____________(B)
    
    Type of Borrowing (ABR or Eurodollar): ____________(C)
    
    Interest Period (if a Eurodollar Borrowing):5 ____________(D)
    
    Location and number of the Borrowers account or any other account agreed
upon by the Administrative Agent: __________
 
 3
    
    Please specify name and address.4
    
    This date must be (A) unless the applicable
Issuing Bank agrees to a later expiration date, the date one year after the
date of issuance (or in the case of any renewal or extension thereof, one year
after such renewal or extension) and (B) the date that is five Business Days
prior to the Revolving Facility Maturity Date.5
    
    Which must comply with the definition of
Interest Period. C-1-2




---



##### 



6 7
 Very truly yours,
QUICKSILVER GAS SERVICES LPBy:Name:Title: 
 6
    
    To be included in Borrowing Requests after
the Closing Date.7
    
    To be included in Borrowing Requests on the
Closing Date. C-1-3




---



##### 



EXHIBIT C-2
 FORM OF
SWINGLINE BORROWING REQUEST
  
 [ ]
   Borrower BNP ,
     C-2-1




---



##### 



1
 Very truly yours,
QUICKSILVER GAS SERVICES LPBy:Name:Title: 
 1
    
    To be included in Borrowing Requests after
the Closing Date. C-2-2




---



##### 



EXHIBIT D
 FORM OF
INTEREST ELECTION REQUEST
  
 [ ]
   Borrower BNP ,
   (A)
    
    Amount of initial Borrowing being converted1: US$____________(B)
    
    Effective Date (which shall be a Business Day): ____________(C)
    
    Type of Borrowing (ABR or Eurodollar)2: ____________(D)
    
    Interest Period (if a Eurodollar Borrowing):3 ____________
 
 1
    
    For conversions only. Please complete a
separate form for each portion of the initial Borrowing being converted.2
    
    For conversions only. D-1




---



##### 



(A)
    
    Amount of Initial Borrowing being converted4: US$____________(B)
    
    Effective Date of resulting Borrowing (which shall be a Business Day):
____________(C)
    
    Type of resulting Borrowing (ABR or Eurodollar)5: ____________(D)
    
    Interest Period (if a Eurodollar Borrowing):6 ____________
 Very truly yours,
QUICKSILVER GAS SERVICES LPBy:Name:Title: 
 (continued...)3
    
    For conversions and continuations of
Eurodollar Borrowings. If the Borrower requests a Eurodollar Borrowing but
does not specify an Interest Period, then the Interest Period shall be deemed
to be of one months duration.4
    
    For conversions only. Please complete a
separate form for each portion of the initial Borrowing being converted.5
    
    For conversions only.6
    
    For conversions and continuations. If the
Borrower requests a Eurodollar Borrowing but does not specify an Interest
Period, then the Interest Period shall be deemed to be of one months duration. D-2




---



##### 



EXHIBIT E
 FORM OF
COLLATERAL AGREEMENT
 [SEPARATELY ATTACHED]
 E-1




---



##### 



Exhibit EExecution Version
 GUARANTEE AND COLLATERAL AGREEMENT
 dated and effective as of
 October 1, 2010,
 among
 QUICKSILVER GAS SERVICES LP,
 each
SUBSIDIARY GUARANTOR
identified herein,
 and
 BNP PARIBAS,
as Collateral Agent




---



##### 



TABLE OF CONTENTS
 Page
 ARTICLE 1DefinitionsSection 1.01 Credit Agreement
    
    
    1Section 1.02 Other Defined Terms
    
    
    1ARTICLE 2GuaranteeSection 2.01 Guarantee
    
    
    4Section 2.02 Guarantee of Payment
    
    
    4Section 2.03 No Limitations, etc.
    
    
    4Section 2.04 Reinstatement
    
    
    6Section 2.05 Agreement to Pay; Subrogation
    
    
    6Section 2.06 Information
    
    
    6Section 2.07 Reliance; Demands
    
    
    6Section 2.08 Maximum Liability
    
    
    6Section 2.09 Payments Free and Clear of Taxes, etc.
    
    
    7ARTICLE 3Pledge
of SecuritiesSection 3.01 Pledge
    
    
    7Section 3.02 Delivery of the Pledged Collateral
    
    
    7Section 3.03 Representations, Warranties and Covenants
    
    
    9Section 3.04 Status as Securities of Limited Liability Company and Limited Partnership Interests under Article 8
    
    
    10Section 3.05 Registration in Nominee Name; Denominations
    
    
    10Section 3.06 Voting Rights; Dividends And Interest, etc.
    
    
    11ARTICLE 4Security Interests in Personal PropertySection 4.01 Security Interest
    
    
    12Section 4.02 Representations and Warranties
    
    
    14Section 4.03 Covenants
    
    
    16Section 4.04 Other Actions
    
    
    18Section 4.05 Covenants Regarding Patent, Trademark and Copyright Collateral
    
    
    19ARTICLE 5RemediesSection 5.01 Remedies Upon Default
    
    
    20Section 5.02 Application of Proceeds
    
    
    22Section 5.03 Grant of License to Use Intellectual Property
    
    
    22Section 5.04 Securities Act, etc.
    
    
    23Section 5.05 Registration, etc.
    
    
    23
 i




---



##### 



ARTICLE 6Indemnity, Subrogation and SubordinationSection 6.01 Indemnity and Subrogation
    
    
    24Section 6.02 Contribution and Subrogation
    
    
    24Section 6.03 Subordination
    
    
    24ARTICLE 7MiscellaneousSection 7.01 Notices
    
    
    25Section 7.02 Security Interest Absolute
    
    
    25Section 7.03 Binding Effect; Several Agreement
    
    
    25Section 7.04 Successors and Assigns
    
    
    25Section 7.05 Collateral Agents Fees and Expenses; Indemnification
    
    
    25Section 7.06 Collateral Agent Appointed Attorney-in-Fact
    
    
    26Section 7.07 Governing Law
    
    
    27Section 7.08 Waivers; Amendment
    
    
    27Section 7.09 Waiver of Jury Trial
    
    
    27Section 7.10 Severability
    
    
    28Section 7.11 Counterparts
    
    
    28Section 7.12 Headings
    
    
    28Section 7.13 Jurisdiction; Consent to Service of Process
    
    
    28Section 7.14 Termination or Release
    
    
    28Section 7.15 Additional Subsidiary Guarantors
    
    
    29Section 7.16 Reserved
    
    
    29Section 7.17 Credit Agreement
    
    
    29Section 7.18 Authority of Collateral Agent
    
    
    29Section 7.19 Other Secured Parties
    
    
    30
 SchedulesSchedule I
    
    Pledged Stock and Pledged Debt SecuritiesSchedule II
    
    Intellectual PropertySchedule III
    
    Commercial Tort ClaimsExhibitsExhibit I
    
    Form of Supplement to the Guarantee and Collateral AgreementExhibit II
    
    Form of Perfection CertificateExhibit III
    
    Form of Intercompany NoteExhibit IV
    
    Form of Intellectual Property Short Form Security Agreement
 ii




---



##### 



Agreement Borrower Subsidiary Guarantor BNP Collateral Agent
 Credit Agreement Lenders
  Definitions
 Credit Agreement
  Other Defined Terms
 Article 9 Collateral
 Collateral




---



##### 



Copyrights
 Credit Agreement
 Federal Securities Laws
 Foreign Jurisdiction
 General Intangibles
 Grantor Intellectual Property
 Grantor
 Guarantors
 Intellectual Property
 Intercompany Note
 IP Agreements
 Material Pledged Debt Securities
 New York UCC
  2




---



##### 



Patents
 Perfection Certificate
 Pledged Collateral
 Pledged Debt Securities
 Pledged Securities
 Pledged Stock
 Secured Obligations
 Secured Parties
 Security Interest
 Subsidiary Guarantor
 Trademarks
 UCC Uniform Commercial Code
  3




---



##### 



Guarantee
 Guarantee
 Guarantee of Payment
 No Limitations, etc.
     4




---



##### 



5




---



##### 



Reinstatement
 Agreement to Pay; Subrogation
 Information
 Reliance; Demands
 Maximum Liability
  6




---



##### 



Payments Free and Clear of Taxes, etc.
 Pledge of Securities
 Pledge Pledged Stock provided Pledged Debt Securities provided Pledged Collateral
 subject however Pledged Collateral
 Delivery of the Pledged Collateral Material Pledged Debt Securities
  7




---



##### 



provided
    8




---



##### 



provided
  Representations, Warranties and Covenants
       9




---



##### 



Status as Securities of Limited Liability Company and Limited Partnership
Interests under Article 8
 Registration in Nominee Name; Denominations
  10




---



##### 



Voting Rights; Dividends And Interest, etc
 provided
  provided
   11




---



##### 



provided
 Security Interests in Personal Property
 Security Interest Security Interest Article 9 Collateral
        12




---



##### 



Article 9 Collateral
    13




---



##### 



Representations and Warranties
     14




---



##### 



15




---



##### 



Covenants
   provided
  16




---



##### 



provided however provided, however
      17




---



##### 



Other Actions
 Instruments and Tangible Chattel Paper
 Cash Accounts
 Investment Property
 Letter of Credit Rights
 Tort Claims
  18




---



##### 



Covenants Regarding Patent, Trademark and Copyright Collateral
        19




---



##### 



Remedies
 Remedies Upon Default
  20




---



##### 



21




---



##### 



Application of Proceeds
     Grant of License to Use Intellectual Property provided,
however provided further
  22




---



##### 



provided
 Securities Act, etc. Federal Securities Laws
 Registration, etc.
  23




---



##### 



Indemnity, Subrogation and Subordination
 Indemnity and Subrogation Indemnifying Guarantor
 Contribution and Subrogation Contributing Guarantor Claiming Guarantor
 Subordination
  24




---



##### 



Miscellaneous
 Notices
 Security Interest Absolute
 Binding Effect; Several Agreement
 Successors and Assigns
 Collateral Agents Fees and Expenses; Indemnification
  25




---



##### 



pro rata pro rata provided
  Collateral Agent Appointed Attorney-in-Fact
  26




---



##### 



provided
 Governing Law
 Waivers; Amendment
  Waiver of Jury Trial
  27




---



##### 



Severability
 Counterparts
 Headings
 Jurisdiction; Consent to Service of Process
  Termination or Release
  28




---



##### 



Additional Subsidiary Guarantors
 Reserved
 Credit Agreement
 Authority of Collateral Agent
  29




---



##### 



Other Secured Parties
 [SIGNATURE PAGES FOLLOW]
  30




---



##### 



QUICKSILVER GAS SERVICES LP, as BorrowerBy:Name:Title:BNP PARIBAS, as Collateral AgentBy:Name:Title:




---



##### 



Subsidiary Guarantors:
QUICKSILVER GAS SERVICES OPERATING LLCBy:Name:Title:QUICKSILVER GAS SERVICES OPERATING GP LLCBy:Name:Title:COWTOWN GAS PROCESSING PARTNERS L.P.By:Name:Title:COWTOWN PIPELINE PARTNERS L.P.By:Name:Title:




---



##### 



Exhibit I
to the Guarantee and
Collateral Agreement
  [ ] Supplement Guarantee and Collateral Agreement Borrower Subsidiary
Guarantor BNP Collateral Agent
 Credit Agreement Lenders
  New Subsidiary
 I-1




---



##### 



I-2




---



##### 



SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT AND
ALL CLAIMS RELATING TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW OR TORT LAW,
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
    I-3




---



##### 



[Insert Company Name],
as New SubsidiaryBy:Name:Title: I-4




---



##### 



BNP PARIBAS, as Collateral AgentBy:Name:Title: I-5




---



##### 



Schedule I
 Pledged Stock and Pledged Debt Securities
   I-6




---



##### 



Schedule II
 Intellectual Property
 Copyrights
 Patents
 Trademarks
 Domain Names
 I-7




---



##### 



Schedule III
 Commercial Tort Claims
  I-8




---



##### 



Exhibit II
   PRE-CLOSING UCC DILIGENCE CERTIFICATE
 Debtor Opco Collateral Agent Grantors
 I. CURRENT INFORMATION
 A. Legal Names, Organizations, Jurisdictions of Organization and Organizational
Identification Numbers 1 2
 Type of Organization (e.g.corporation, limited
    
    
    Jurisdiction of
    
    
    Organizationalliability company, limited
    
    
    Organization/
    
    
    IdentificationName of Debtor/Grantor
    
    
    partnership)
    
    
    Formation
    
    
    Number3
 II-1




---



##### 



B. Chief Executive Offices and Mailing Addresses
 Address of Chief Executive Office
    
    
    Mailing Address (if different thanName of Debtor/Grantor
    
    

(or for natural persons, residence)
    
    
    CEO or residence)
 C. Special Debtors .
 Name of Debtor/Grantor
    
    
    Type of Special Grantor
 Trade Names/Assumed Names .
 Current Trade Names.
 Debtor/Grantor
    
    Trade/Assumed Name
 II-2




---



##### 



E. Changes in Names, Jurisdiction of Organization or Corporate Structure .
  Debtor/Grantor
    
    
    Date of Change
    
    
    Description of Change
 F. Prior Addresses
  Debtor/Grantor
    
    
    Prior Address/City/State/Zip Code
 G. Acquisitions of Equity Interests or Assets .
  Debtor/Grantor
    
    
    Date of Acquisition
    
    
    Description of Acquisition
 . Corporate Ownership and Organizational Structure .
  II-3




---



##### 



II. INFORMATION REGARDING CERTAIN COLLATERAL
 A. Investment Related Property
 1. Equity Interests .
 Certificate No.Total Shares
    
    
    % of Interest
    
    
    (if uncertificated,Debtor/Grantor
    
    
    Issuer
    
    
    Type of Organization
    
    
    # of Shares Owned
    
    
    Outstanding
    
    
    Pledged
    
    
    please indicate so)
    
    
    Par Value
 2. Debt Securities & Instruments .
 Principal Amount ofDebtor/Grantor
    
    
    Issuer of Instrument
    
    
    Instrument
    
    
    Maturity Date
 B. Intellectual Property
 1.
    
    Copyrights and Copyright Applications
 Debtor/Grantor
    
    
    Title
    
    
    Filing Date/Issued Date
    
    
    Status
    
    
    Application/Registration No.
 2.
    
    Patents and Patent Applications
 Debtor/Grantor
    
    
    Title
    
    
    Filing Date/Issued Date
    
    
    Status
    
    
    Application/Registration No.
 II-4




---



##### 



3.
    
    Trademarks and Trademark Applications
 Debtor/Grantor
    
    
    Title
    
    
    Filing Date/Issued Date
    
    
    Status
    
    
    Application/Registration No.
 C. Tangible Personal Property in Possession of Warehousemen, Bailees and Other Third
Parties .
 Description ofDebtor/Grantor
    
    
    Address/City/State/Zip Code
    
    
    County
    
    
    Assets and Value
 D. Real Estate Related UCC Collateral
 1. Fixtures
 Debtor/Grantor
    
    
    Address/City/State/Zip Code
    
    
    County
    
    
    Owned or Leased
 2. As Extracted Collateral
 Debtor/Grantor
    
    
    Address/City/State/Zip Code
    
    
    County
 II-5




---



##### 



Debtor/Grantor
    
    
    Address/City/State/Zip Code
    
    
    County
 3. Timber to be Cut
 Debtor/Grantor
    
    
    Address/City/State/Zip Code
    
    
    County
 II-6




---



##### 



III. AUTHORITY TO FILE FINANCING STATEMENTS
  
 QUICKSILVER GAS SERVICES LPBy:Name:Title: QUICKSILVER GAS SERVICES OPERATING LLCBy:Name:Title: QUICKSILVER GAS SERVICES OPERATING GP LLCBy:Name:Title: II-7




---



##### 



COWTOWN GAS PROCESSING PARTNERS L.P.By:Name:Title: COWTOWN PIPELINE PARTNERS L.P.By:Name:Title: [ADD ANY ADDITIONAL GUARANTORS/GRANTORS] II-8




---



##### 



Even seemingly minor
errors such as substituting n.a. for national association or inc. for incorporated may be
seriously misleading in some states.
   II-9




---



##### 



Exhibit III
      Payor Payee
 Credit Agreement Borrower Lenders BNP Administrative Agent Collateral Agent
 Note Guarantee and Collateral Agreement Subsidiary Guarantor
  III-1




---



##### 



Senior Indebtedness
 Restructured Debt Securities
   pari passu
  III-2




---



##### 



III-3




---



##### 



[NAME OF ENTITY]
as Borrower and PayorBy:Name:Title: [NAME OF ENTITY]
as PayeeBy:Name:Title: III-4




---



##### 



Exhibit IV
 
 IP Security Agreement [ ] Grantors Collateral Agent
 Borrower Lenders BNP Credit
Agreement
 Guarantee and Collateral Agreement
   IV-1




---



##### 



Grant of Security Collateral
    Recordation
 Execution in Counterparts
 Grants, Rights and Remedies
 Governing Law
 Severability
 IV-2




---



##### 



IV-3




---



##### 



[__________],
      as GrantorBy:Name:Title: IV-4




---



##### 



By:Name:Title: IV-5




---



##### 



EXHIBIT F
 FORM OF
SOLVENCY CERTIFICATE
 DO HEREBY CERTIFY
 Borrower BNP ,
    F-1




---



##### 



QUICKSILVER GAS SERVICES LP, as BorrowerBy:Name:Title: F-2




---



##### 



EXHIBIT G-1
 FORM OF REVOLVING NOTE
 $_______________
    
    Dated: __________, 2010
 Borrower Lender Credit Agreement BNP ,
  Promissory Note provided, however
 Revolving Facility Loans
  G-1-1




---



##### 



G-1-2




---



##### 



QUICKSILVER GAS SERVICES LP, as BorrowerBy:Name:Title: G-1-3




---



##### 



LOANS AND PAYMENTS OF PRINCIPAL
 Amount of Principal
    
    Unpaid PrincipalDate
    
    Amount of Loans
    
    Paid or Prepaid
    
    Balance
    
    Notation Made By




---



##### 



EXHIBIT G-2
 FORM OF INCREMENTAL TERM LOAN NOTE
 $
    
    Dated:, 2010
 Borrower Lender Credit Agreement BNP ,
  Promissory Note provided, however
 Incremental Term Loans
  G-2-1




---



##### 



G-2-2




---



##### 



QUICKSILVER GAS SERVICES LP, asBorrowerBy:Name:Title: G-2-3




---



##### 



ADVANCES AND PAYMENTS OF PRINCIPAL
 Amount of Principal
    
    Unpaid PrincipalDate
    
    Amount of Advance
    
    Paid or Prepaid
    
    Balance
    
    Notation Made By




---



##### 



EXHIBIT H
FORM OF COMPLIANCE CERTIFICATE
 COMPLIANCE CERTIFICATE
 Borrower BNP ,
 Non-U.S. Lender
  Code
     H-1




---



##### 



[NAME OF NON-U.S. LENDER]By:Name:Title: 
 H-2




---



##### 



EXHIBIT I
FORM OF ADMINISTRATIVE QUESTIONNAIRE
 Administrative Questionnaire
 I. Borrower Name:
    
    
    
    QUICKSILVER GAS SERVICES LPII. Legal Name of Lender for Signature Page:III. Name of Lender for any eventual tombstone:IV. Legal Address:V. Contact Information:
 Credit Contact
    
    
    
    Operations Contact
    
    
    
    Legal CounselName:Title:Address:Telephone:Facsimile:Email:Address:VI. Lenders Wire Payment Instructions:Pay to:(Name of Lender)(ABA#)
    
    
    
    (City/State)(Account #)
    
    
    
    (Account Name)
 [ ] [ ]
 I-1




---



##### 



Administrative Questionnaire
 Borrower Name:
    
    
    
    QUICKSILVER GAS SERVICES LPVII. Organizational Structure:Branch, organized under which laws, etc.Lenders Tax ID:
     VIII. Payment Instructions:
   IX. Name of Authorized Officer:Name:Signature:Date:
 I-2




---



##### 



Administrative Questionnaire
 X. Institutional Investor Sub-Allocations
 Institution Legal:Fund Manager:Sub-Allocations:
 Exact Legal Name
    
    
    
    
    
    
    
    Direct Signer to
    
    
    
    Purchase by
    
    
    
    Date of(for documentation
    
    
    
    Sub-Allocation
    
    
    
    Credit Agreement
    
    
    
    Assignment
    
    
    
    Post-Closingpurposes)
    
    
    
    (Indicate US$)
    
    
    
    (Yes / No)
    
    
    
    (Yes / No)
    
    
    
    Assignment1.2.3.4.5.6.7.Total
  
 
 
 
 I-3




---



##### 



EXHIBIT J
FORM OF OMNIBUS AGREEMENT
 [Separately
Attached]
 J-1




---



##### 



OMNIBUS
 AGREEMENT
 BY AND AMONG
 CRESTWOOD MIDSTREAM PARTNERS LP,
 CRESTWOOD GAS SERVICES GP LLC
 AND
 CRESTWOOD HOLDINGS PARTNERS LLC




---



##### 



OMNIBUS AGREEMENT
 Agreement Effective Date MLP General Partner Crestwood Holdings Party Parties
 R E C I T A L S:
   ARTICLE I
Definitions
 1.1 Definitions
  Affiliate
 Agreement
 Change of Control Applicable Person
 2




---



##### 



Construction Costs
 Construction Offer
 Control
 Crestwood Counties
 Crestwood Holdings
 Crestwood Holdings Entities
 Effective Date
 Exchange Act
 First Reserve
 General Partner
 Indemnified Party
 Indemnifying Party
 3




---



##### 



Independent Expert
 Losses
 MLP
 MLP Agreement
 MLP Assets
 Offer
 Operations Services
 Operations Personnel
 Organizational Documents
 Other Construction Terms
 Partnership Entities
 Partnership Group
 Partnership Group Member
 Party Parties
 Person
 4




---



##### 



Previous Omnibus Agreement
 Purchase Agreement
 Restricted Businesses
 Services
 Subject Assets
 Subject Assets Valuation Expert
 Voting Securities
 ARTICLE II
Non-competition and Business Opportunities
 2.1 Restricted Businesses Restricted Businesses
 2.2 Permitted Exceptions
  provided provided,
further
 5




---



##### 



provided
   2.3 Procedures
  Offer Purchase Agreement provided that
 6




---



##### 



Subject Assets
Valuation Expert
 7




---



##### 



Construction Offer Other
Construction Terms
  8




---



##### 



Independent Expert
   9




---



##### 



2.4 Scope of Prohibition
 2.5 Enforcement
 2.6 Termination
 ARTICLE III
Indemnification
 3.1 Indemnification by the Partnership Group
 3.2 Indemnification Procedures
  10




---



##### 



provided, however
 provided, however provided, however
  ARTICLE IV
Reimbursement Obligations
 4.1 Reimbursement for Operating and General and Administrative Expenses
  11




---



##### 



Services
   4.2 Reimbursement for Insurance
 4.3 Reimbursement for Operations Services Expenses
 Operations Services
 Operations
Personnel
  12




---



##### 



4.4 Reimbursement under MLP Agreement
 ARTICLE V
Miscellaneous
 5.1 Choice of Law; Submission to Jurisdiction
 5.2 Notice
  
  
 13




---



##### 



5.3 Entire Agreement
 5.4 Termination
 5.5 Effect of Waiver or Consent
 5.6 Amendment or Modification provided, however
 5.7 Assignment; Third Party Beneficiaries
 5.8 Counterparts
 5.9 Severability
 14




---



##### 



5.10 Gender, Parts, Articles and Sections
 5.11 Further Assurances
 5.12 Withholding or Granting of Consent
 5.13 Laws and Regulations
 5.14 Negation of Rights of Limited Partners, Assignees and Third Parties
 5.15 No Recourse Against Officers or Directors
 [ Signature page follows ]
 15




---



##### 



CRESTWOOD MIDSTREAM PARTNERS LPBy:
    
    CRESTWOOD GAS SERVICES GP LLC,its general partner By:Name:Title: CRESTWOOD GAS SERVICES GP LLCBy:Name:Title: CRESTWOOD HOLDINGS PARTNERS LLCBy:Name:Title: 16