Execution Version
 JOINT OPERATING AGREEMENT
 Agreement KWK KGS LP KGS GP KGS Party Parties
 Purchase Agreement Buyer Selling Subsidiaries
   Definitions
 Definitions
 Alliance Gas Gathering Agreement




---



##### 



Alliance Gas Pipelines and Related Facilities
 Approved Projects
 Capex Budget
 Contract Area
 Contract Labor
 Cowtown Gas Processing Agreement
 FTE Full Time Equivalent
 Fully burdened rate
 Gas Agreement
 Lake Arlington Gas Gathering Agreement
 Lake Arlington Pipelines and Related Facilities
 Pipelines and Related Facilities
 2




---



##### 



RRC
 Support Services
  Term
    
    SectionAFE
    
    2.04(a)Agreement
    
    PreambleBuyer
    
    RecitalsDamages
    
    7.02(a)Indemnified Party
    
    7.02(a)Indemnifying Party
    
    7.02(a)KGS
    
    PreambleKSP GP
    
    PreambleKGS LP
    
    PreambleKGS Pipeline
    
    2.02(a)KWK
    
    PreambleKWK Pipeline
    
    2.02(a)Parties
    
    PreamblePipeline Contractor
    
    2.03(a)Pipelines
    
    2.02(a)Purchase Agreement
    
    RecitalsROW Acquisition
    
    2.02(a)RTUs
    
    3.01(b)Selling Subsidiaries
    
    RecitalsThird-Party Gas Agreement
    
    3.01
 . Other Definitional and Interpretative Provisions.
 3




---



##### 



Future Pipelines and Related Facilities Build-out and Development
 General provided
 ROW Acquisition ROW
Acquisition KGS Pipeline KWK
Pipelines Pipelines provided, however
 4




---



##### 



Construction of Pipelines. Pipeline Contractor provided,
however,
  5




---



##### 



Costs AFEs
   6




---



##### 



provided provided
 mutatis
mutandis provided
 Sharing of Documentation.
  7




---



##### 



Compliance with Procedures
 Limitation on Liability
 Data; IT; Emergency
Phone Numbers; Insurance
 Collection, Management and Sharing of SCADA Data and
Infrastructure provided that Third-Party Gas Agreement
  8




---



##### 



RTUs
 provided
 Maintenance of Insurance
 IT; Software; Licenses; Communications Schedule I
 Emergency Phone Numbers
 Alliance Area Pipelines and
Related Facilities
 General Schedule
II
 Labor
  9




---



##### 



Materials
     Lake Arlington Area Pipelines
and Related Facilities
 General
 10




---



##### 



Schedule II
 Labor
       Materials
    11




---



##### 



Measurement
 General Schedule II
 Labor
     Materials
 Quarterly Adjustments
 Miscellaneous
 Performance Standard; Further Assurances
 12




---



##### 



Indemnification; Claims Indemnifying Party Indemnified Party Damages
 mutatis mutandis
  Notices
  
 13




---



##### 



Amendments and Waivers
  Successors and Assigns provided provided however
 Governing Law
 14




---



##### 



Jurisdiction
 WAIVER OF JURY TRIAL
 Counterparts; Effectiveness; Third Party Beneficiaries
 Entire Agreement
 Severability.
 15




---



##### 



[Remainder of page intentionally left blank; next page is signature page]
 16




---



##### 



QUICKSILVER RESOURCES INC.By:
    /s/ Glenn DardenName:
    Glenn DardenTitle:
    President and Chief
Executive OfficerQUICKSILVER GAS SERVICES LPBy:
    Quicksilver Gas Services GP LLC,
its general partner By:
    /s/ Robert G. PhillipsName:
    Robert G. PhillipsTitle:
    PresidentQUICKSILVER GAS SERVICES GP LLCBy:
    /s/ Robert G. PhillipsName:
    Robert G. PhillipsTitle:
    President Signature page to Joint Operating Agreement




---



##### 



Schedule I
IT, Software, License, Communication




---



##### 



Product/ Vendor/
    
    
    
    End StateBusiness Function
    
    Supplier
    
    Description
    
    GroupSCADA
    
    Cygnet
    
    Well RTU Data Collection of
production
data and statistics. Collects
custody
transfer qualified data for revenue
settlement & provides remote well site
monitoring, control & ESD
    
    JOARTU configuration
software
    
    Bristol configuration
software
    
    3rd party software
    
    JOAField Wireless
    
    Freewave Cellular
    
    Meter RTU communications provided by
Freewave radios & in some instances
    
    JOAvia cellular modems in support of
SCADA systemRadio configuration
    
    Freewave utility
    
    3rd party software
    
    JOAGeneration of volume
allocations and revenue
    
    Quorum Business
Solutions
    
    KWK retaining ownership of license as
of close, KGS will be responsible for any
    
    JOAinterfaces (TIPS)
    
    
    
    incremental license expense.RTU configuration
software
    
    PCCU
    
    For Totalflow RTUs
    
    JOA




---



##### 



Schedule II
Operating Costs
 LAKEALLIANCE
    
    ARLINGTON
    
    COMMENTSLABORMechanic
    
    0 FTE
    
    0 FTEPipeline Operator
    
    50.0% x 1 FTE
    
    50.0% x 1 FTE
    
    1 P/L Operator is evenly split
between Lake Arlington & AlliancePipeline Administration
    
    36.0% x 1 FTE
    
    3.0% x 1 FTE
    
    50% total of 1 FTE Pipeline
Administrator split based on historic
One Call activity levelsPipeline Supervision
    
    12.5% x 1 FTE
    
    12.5% x 1 FTE
    
    50% total of 1 FTE Pipeline
Supervisor; evenly split across the
Contract AreaPlant Superintendent
    
    0 FTE
    
    0 FTE
    
    25% total of 1 FTE Plant
Superintendent to cover AHSupport Services
    
    25% x 1 FTE
    
    25% x 1 FTE
    
    Includes HSE, Purchasing, I&E
Technicians and I&E Management;
billed at 1 FTE Mechanic rateMeasurement
Technician
    
    (see
measurement
sec)
    
    (see measurement
sec)
    
    (see measurement sec)Gas Analyst
    
    (see
measurement
sec)
    
    (see measurement
sec)
    
    (see measurement sec)Measurement
Supervision
    
    (see
measurement
sec)
    
    (see measurement
sec)
    
    (see measurement sec)Contract Labor
    
    direct billed to
KWK
    
    direct billed to
KWK
    
    direct billed to KWKMATERIALSPlant Inlet Separation
    
    N/A
    
    N/A
    
    N/APlant Gas Compression
    
    N/A
    
    N/A
    
    N/APlant Repair & Overhaul
    
    N/A
    
    N/A
    
    N/APlant Glycol Dehy
    
    N/A
    
    N/A
    
    N/APlant Communications
    
    N/A
    
    N/A
    
    N/APlant Pipe, Valves & Fittings
    
    N/A
    
    N/A
    
    N/APlant Buildings &
    
    N/A
    
    N/A
    
    N/A




---



##### 



LAKEALLIANCE
    
    ARLINGTON
    
    COMMENTSLABORGroundsPlant Utility
System
    
    N/A
    
    N/A
    
    N/APlant Safety &
Environmental
    
    N/A
    
    N/A
    
    N/APipeline
Chemicals
    
    50.0% actual
expenses
    
    50.0% actual
expenses
    
    50.0% actual expensesPipeline Pipe,
Valves & Fittings
    
    as needed
    
    as needed
    
    as neededPipeline
Maintenance
Activities
    
    50.0% actual
expenses
    
    50.0% actual
expenses
    
    50.0% actual expensesPipeline Safety &
Environmental
    
    50.0% actual
expenses
    
    50.0% actual
expenses
    
    50.0% actual expenses