##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  FORM 10-K
  x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   001-33631
  QUICKSILVER GAS SERVICES
    LP
 (Exact name of registrant as
    specified in its charter)
  Delaware

56-2639586(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)777 West Rosedale St., Fort Worth, Texas

76104(Address of principal executive offices)

(Zip Code)  817-665-8620 (Registrants
    telephone number, including area code)
  Securities
    registered pursuant to Section 12(b) of the Act:
  Title of each class

Name of each exchange on which registered           Regulation S-T
  Regulation S-K Form 10-K Form 10-K.  [X]
  Rule 12b-2
  Large
    accelerated filer [  ]
    Accelerated
    filer [X]
    Non-accelerated filer [  ]
    Smaller
    Reporting company [  ]   Rule 12b-2
      DOCUMENTS
    INCORPORATED BY REFERENCE None




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##### Table of Contents



DEFINITIONS
    Alliance Midstream Assets
 Bbl Bbls
 Bbld
 Btu
 CERCLA
 DOT
 EBITDA
 EPA
 Exchange Act
 FASB
 FASC Accounting
    Standards Codification
 FERC
 GAAP
 General Partner
 HCDS
 IPO
 KGS Predecessor
 LADS
 Management
 MMBtu
 Mcf
 MMcf
 MMcfd
 NGL NGLs
 NYSE
 Oil
 OSHA
 Quicksilver
 Quicksilver Counties
 Partnership Agreement
 SEC
 Tcfe
 TRRC
 2




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##### 



INDEX TO
    ANNUAL REPORT ON
    FORM 10-K
    For the Year Ended December 31, 2009
 PART IITEM 1.


Business


5ITEM 1A.


Risk Factors


11ITEM 1B.


Unresolved Staff Comments


18ITEM 2.


Properties


18ITEM 3.


Legal Proceedings


18ITEM 4.


Reserved


18PART IIITEM 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


19ITEM 6.


Selected Financial Data


21ITEM 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


22ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


30ITEM 8.


Financial Statements and Supplementary Data


31ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


51ITEM 9A.


Controls and Procedures


51ITEM 9B.


Other Information


53PART IIIITEM 10.


Directors and Executive Officers and Corporate
    Governance


54ITEM 11.


Executive Compensation


57ITEM 12.


Security Ownership of Certain Management and
    Beneficial Owners and Management and Related Unitholder
    Matters


63ITEM 13.


Certain Relationships and Related Transactions
    and Director Independence


65ITEM 14.


Principal Accountant Fees and Services


70PART IVITEM 15.


Exhibits and Financial Statement Schedules


71Signatures


73EX-2.2EX-10.8EX-10.15EX-10.16EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1     3




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EXPLANATORY
    NOTE
        FORWARD-LOOKING
    INFORMATION
    
    changes in general economic conditions;
    fluctuations in natural gas prices;
    failure or delays in Quicksilver and third parties achieving
    expected production from natural gas projects;
    competitive conditions in our industry;
    actions taken or non-performance by third parties, including
    suppliers, contractors, operators, processors, transporters and
    customers;
    fluctuations in the value of certain of our assets and
    liabilities;
    changes in the availability and cost of capital;
    operating hazards, natural disasters, weather-related delays,
    casualty losses and other matters beyond our control;
    construction costs or capital expenditures exceeding estimated
    or budgeted amounts;
    the effects of existing and future laws and governmental
    regulations, including environmental and climate change
    requirements;
    the effects of existing or future litigation; and
    certain factors discussed elsewhere in this annual report.  Forms 10-Q 8-K.
   4




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##### Table of Contents



PART I  Item 1.
    Business  General
      Formation
    and Development of Business
    Initial Public Offering
    (1)
    distribute $162.1 million (consisting of
    $112.1 million in cash and a $50.0 million convertible
    subordinated note payable) to Quicksilver and $7.7 million
    in cash to private investors as a return of their investment
    capital and reimbursement for their advances for capital
    expenditures;  (2)
    pay $4.3 million of expenses associated with the IPO, the
    Credit Agreement and certain other formative
    transactions; and(3)
    make expenditures for general partnership purposes, including
    post-IPO capital expenditures.    
    KGS issued 5,696,752 common units and 11,513,625 subordinated
    units to Quicksilver;
    KGS issued 816,873 common units to private investors; and
    KGS issued to our general partner  -
    a 2% general partner interest, and -
    all of KGS incentive distribution rights, which entitle
    the general partner to increasing percentages of any KGS
    distributions in excess of $0.3450 per unit per quarter.  Secondary Offering
 5




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##### Table of Contents



OwnershipDecember 31,
    2009


January 2010
    (1)Common unitholders:Public


37.5%



39.0%Quicksilver


20.1%



19.7%Subordinated unitholders:Quicksilver


40.7%



39.7%Total limited partner interest


98.3%



98.4%General Partner interest:Quicksilver


1.7%



1.6%Total


100.0%



100.0%
   (1)

    
    Reflects the effects of the underwriters exercise of the
    over-allotment and the vesting of phantom units that occurred in
    January 2010.    Our
    Relationship with Quicksilver
    Access to management expertise and
    insight.
  Reserve base.
  Acreage position.
  Proven track record.
  Active development program in the
    Fort Worth Basin.
  Business
    Strategies
    Organically growing our capacity to meet
    our customers gathering, processing and treating
    needs.
  Attracting volumes from third parties to
    our facilities.
 6




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Minimizing commodity price exposure and
    maintaining a disciplined financial policy.
  Improving operating efficiency and
    increasing throughput while prudently managing our
    growth.
  Pursuing midstream
    acquisitions.
  Business
    Strengths
    Quicksilver has a significant equity
    ownership in us.
  Our relationship with Quicksilver reduces
    the uncertainty of financial returns associated with our
    capacity additions.
  Quicksilver is a significant operator and
    producer in the Fort Worth
    Basin.
  Our assets are strategically located in the
    Fort Worth Basin.
  We provide an integrated package of midstream
    services.
  We have the financial flexibility to pursue
    growth opportunities.
 7




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We have an experienced, knowledgeable
    management team with a proven record of
    performance.
  Financial
    Information about Segment and Geographical Areas
    Properties -
    Our Assets and Operations
    Cowtown System
   -
    the Cowtown Pipeline, consisting of a gathering system and gas
    compression facilities.  This system gathers natural gas
    produced by our customers and delivers it to the Cowtown and
    Corvette Plants for processing;-
    the Cowtown Plant, consisting of two natural gas processing
    units with a total capacity of 200 MMcfd that extract NGLs
    from the natural gas stream and deliver customers residue
    gas and extracted NGLs to unaffiliated pipelines for further
    transport and sale downstream; and-
    the Corvette Plant, placed in service during 2009, consisting of
    a 125 MMcfd natural gas processing unit that extracts NGLs
    from the natural gas stream and delivers customers residue
    gas and extracted NGLs to unaffiliated pipelines for further
    transport and sale downstream.  Lake Arlington Dry System
   Hill County Dry System
   Alliance Midstream Assets
        8




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rights-of-way
    Overview
    of the Fort Worth Basin
    Marketing
    Competition
      Governmental
    Regulation
     9




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Safety
    and Maintenance Regulation
          Environmental
    Matters
     10




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cap-and-trade cap-and-trade
    Employees
    Available
    Information and Corporate Governance Documents
  http://www.kgslp.com, Form 10-Q, Form 8-K,
  http://www.kgslp.com
  Item 1A.
    Risk
    Factors   11




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We are
    dependent on a limited number of natural gas producers,
    including Quicksilver, for our volumes.  The loss of such a
    customer would result in a material decline in our volumes,
    revenue and cash available for distribution.
    10-year
    We may
    not have sufficient available cash to enable us to make cash
    distributions to holders of our common units and subordinated
    units at the current distribution rate under our cash
    distribution policy.
    
    the fees we charge and the margins we realize for our services;
    the level of production, and the price of natural gas, NGLs, and
    condensate;
    the volume of natural gas and NGLs we gather and process;
    the level of competition from other midstream energy companies;
    the level of our operating cost structure;
    prevailing economic conditions;
    the level of capital expenditures we make;
    our ability to make borrowings under our Credit Agreement;
    the cost of acquisitions;
    our debt service requirements;
    fluctuations in our working capital needs;
    our ability to access capital markets;
    compliance with our debt agreements; and
    the amount of cash reserves established by our general partner.  The
    amount of cash we have available for distribution to holders of
    our common units and subordinated units depends primarily on our
    cash flow and not solely on profitability.
     12




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Estimates
    of oil and gas reserves depend on many assumptions that may turn
    out to be inaccurate and any material inaccuracies in these
    reserve estimates could materially reduce the volumes that we
    gather and process and consequently could adversely affect our
    financial performance and our ability to make cash
    distributions.
        Because
    of the natural decline in production from existing wells in our
    area of operations, our success depends on our ability to obtain
    new supplies of natural gas.  Any decrease in supplies of
    natural gas could result in a material decline in the volumes we
    gather and process.
      Our
    construction of new assets may not result in revenue increases
    and is subject to regulatory, environmental, political, legal
    and economic risks, which could adversely affect our cash flows,
    results of operations and financial condition.
   13




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rights-of-way. rights-of-way rights-of-way. rights-of-way
  If we
    do not make acquisitions on economically acceptable terms, our
    future growth will be limited.
      
    mistaken assumptions about volumes, revenue and costs, including
    synergies;
    an inability to integrate successfully the assets we acquire;
    the assumption of unknown liabilities;
    limitations on rights to indemnity from the seller;
    mistaken assumptions about the overall costs of equity or debt;
    the diversion of managements and employees attention
    from other business matters;
    unforeseen difficulties operating in new product areas, with new
    customers, or new geographic areas; and
    customer or key employee losses at the acquired businesses.  We
    depend on our midstream assets to generate our revenue, and if
    the utilization of these assets was reduced significantly, there
    could be a material adverse effect on our revenue, earnings, and
    ability to make distributions to our unitholders.
    
    operational problems, labor difficulties or environmental
    proceedings or other litigation that compel curtailing of all or
    a portion of the operations;
    catastrophic events at our facilities or at downstream
    facilities owned by others;
    lack of transportation or fractionation capacity;
    an inability to obtain sufficient quantities of natural
    gas; or
    prolonged reductions in exploration or production activity by
    producers in the areas in which we operate.     14




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We
    cannot control the operations of gas processing, liquids
    fractionation and transportation facilities we do not own or
    operate, and our revenue and cash available for distribution
    could be adversely affected.
    A
    change in the jurisdictional characterization of some of our
    assets by federal, state or local regulatory agencies or a
    change in policy by those agencies may result in increased
    regulation of our assets, which may cause our revenue to decline
    and operating expenses to increase.
      We are
    subject to environmental laws, regulations and permits,
    including greenhouse gas requirements, that may expose us to
    significant costs, liabilities and obligations.
      cap-and-trade
 15




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cap-and-trade
      We may
    incur significant costs as a result of pipeline integrity
    management program testing.
    
    perform ongoing assessments of pipeline integrity;
    identify and characterize applicable threats to pipeline
    segments that could impact a high consequence area;
    maintain processes for data collection, integration and analysis;
    repair and remediate pipelines as necessary; and
    implement preventive and mitigating actions.        We do
    not own all of the land on which our pipelines and facilities
    are located, which could disrupt our operations.
  rights-of-way.
 16




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Our
    business involves many hazards and operational risks, some of
    which may not be adequately covered by insurance. The occurrence
    of a significant accident or other event that is not adequately
    insured could curtail our operations and have a material adverse
    effect on our business, results of operations, financial
    condition and ability to make cash distributions.
    
    damage to pipelines and plants, related equipment and
    surrounding properties caused by natural disasters and acts of
    terrorism;
    inadvertent damage from construction, farm and utility equipment;
    leaks or losses of natural gas or NGLs as a result of the
    malfunction of equipment or facilities;
    fires and explosions; and
    other hazards that could also result in personal injury, loss of
    life, pollution or suspension of operations.    The
    provisions of our Credit Agreement and the risks associated with
    our debt could adversely affect our business, financial
    condition, results of operations, ability to make distributions
    to unitholders and value of our units.
    
    incur additional debt;
    make distributions on, redeem or repurchase units;
    make certain investments and acquisitions;
    incur or permit certain liens to exist;
    enter into certain types of transactions with affiliates;
    merge, consolidate or amalgamate with another company; and
    transfer or otherwise dispose of assets.      We are
    exposed to the credit risks of Quicksilver, and any material
    nonpayment by Quicksilver could reduce our ability to make
    distributions to our unitholders.
   17




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The
    loss of key personnel could adversely affect our ability to
    operate.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Reserved 18




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PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchase of Equity Securities  Market
    Information
    DistributionsPer CommonQuarter Ended

High


Low


Unit


Record Date


Payment DateMarch 31, 2008

$
25.75


$
22.15


$
0.315



Apr. 30, 2008



May 15, 2008June 30, 2008

$
25.90


$
23.50


$
0.350



July 31, 2008



Aug. 14, 2008September 30, 2008

$
23.13


$
17.25


$
0.350



Oct. 31, 2008



Nov. 14, 2008December 31, 2008

$
18.60


$
5.59


$
0.370
(1)


Feb. 3, 2009



Feb. 13, 2009March 31, 2009

$
14.84


$
10.06


$
0.370



May 5, 2009



May 15, 2009June 30, 2009

$
14.78


$
11.46


$
0.370



Aug. 4, 2009



Aug. 14, 2009September 30, 2009

$
17.88


$
13.52


$
0.390



Nov. 3, 2009



Nov. 13, 2009December 31, 2009

$
22.77


$
17.20


$
0.390
(2)


Feb. 2, 2010



Feb. 12, 2010  (1)
    The 4th

    quarter 2008 distribution is reflected as 2009 activity, since
    distributions are recorded when paid(2)
    The 4th

    quarter 2009 distribution will be reflected as 2010 activity,
    since distributions are recorded when paid      Cash
    Distribution Policy
   19




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Performance
    Graph
    Comparison
    of Cumulative Total Return
  
 20




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2009


2008


2007


2006


2005Operating Results
    Data:(1)(In thousands, except per unit and volume data)Total revenues

$
91,706


$
76,084


$
35,695


$
13,918


$
4,868Total operating expenses


47,610



38,659



22,513



11,340



3,315Operating income


44,096



37,425



13,182



2,578



1,553Income before income taxes


35,578



28,999



9,161



2,591



1,553Net income from continuing operations


35,179



28,746



8,848



2,456



1,553Loss from discontinued operations


(1,992
)


(2,330
)


(592
)


(35
)


-Net income


33,187



26,416



8,256



2,421



1,553Diluted earnings per unit:From continuing operations per unit

$
1.28


$
1.04


$
0.22



n/a



n/aNet earnings per unit

$
1.21


$
0.96


$
0.20



n/a



n/aCash distributions per
    unit (2)

$
1.52


$
1.39


$
0.47



n/a



n/aNet cash provided by (used in):Operating activities

$
68,133


$
52,683


$
14,949


$
6,445


$
2,304Investing activities


(54,818
)


(148,079
)


(73,797
)


(78,360
)


(43,707
)Financing activities


(12,872
)


94,574



57,176



74,712



41,403Volumes gathered (MMcf)


78,469



70,617



34,284



14,263



3,561Volumes processed (MMcf)


54,386



56,225



30,802



13,496



3,561Adjusted gross
    margin (3)(5)(6)

$
63,420


$
50,393


$
20,884


$
5,506


$
2,167EBITDA (4)(5)(6)


63,421



50,404



21,120



5,519



2,167Financial Condition
    Information: (1)Property, plant and equipment, net

$
396,952


$
432,272


$
254,555


$
128,456


$
53,783Total assets


402,079



493,015



278,410



134,623



53,783Long-term debt


125,400



174,900



5,000



-



-Other long-term
    obligations (7)


60,897



123,842



118,306



503



29Partners capital


204,561



105,703



110,200



118,652



48,949   (1)
    Reflects retroactive presentation of revenues, expenses, assets
    and liabilities of the HCDS as discontinued operations for 2009
    and prior periods.(2)
    Reported amounts include the fourth quarter distribution on all
    common units paid in the first quarter of the subsequent year.(3)
    Defined as total revenues less operations and maintenance
    expense and general and administrative expense. Additional
    information regarding Adjusted Gross Margin, including a
    reconciliation of Adjusted Gross Margin to Net Income as
    determined in accordance with GAAP, is included in Results
    of Operations in Item 7 of this annual report.(4)
    Defined as net income plus income tax provision, interest
    expense, and depreciation and accretion expense. Additional
    information regarding EBITDA, including a reconciliation of
    EBITDA to Net Income as determined in accordance with GAAP, is
    included in Results of Operations in Item 7 of
    this annual report.(5)
    For 2006, adjusted gross margin and EBITDA of $5.5 million
    less $3.1 million in depreciation and accretion expense
    equals reported net income of $2.4 million.(6)
    For 2005, adjusted gross margin and EBITDA of $2.2 million
    less $0.6 million in depreciation and accretion expense
    equals reported net income of $1.6 million.(7)
    Other long-term obligations include the subordinated note
    payable to Quicksilver, repurchase obligations to Quicksilver
    and asset retirement obligations. 21




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ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following is a discussion of our historical consolidated
    financial condition and results of operations that is intended
    to help the reader understand our business, results of
    operations and financial condition.  It should be read in
    conjunction with other sections of this annual report, including
    our historical consolidated financial statements and
    accompanying notes thereto included in Item 8.
  This MD&A includes the following sections:
  
    Current Year Highlights
    Overview and Performance Metrics
    Results of Operations
    Liquidity and Capital Resources
    Critical Accounting Estimates  CURRENT
    YEAR HIGHLIGHTS
    
    The Corvette Plant was placed into service, providing enhanced
    compression assets and additional compression fee revenue.
    Credit agreement was amended by lenders to increase their
    commitments to $320 million
    Waived repurchase of the HCDS, which resulted in recognition of
    discontinued operations
    Agreement to purchase the Alliance midstream gathering and
    treating assets from Quicksilver, including a secondary offering
    to enable the purchase  OVERVIEW
    AND PERFORMANCE METRICS
        Volume
  
    the level of successful drilling and production activity in
    areas where our systems are located;
    our ability to compete with other midstream companies for
    production volumes; and
    our pursuit of new opportunities.  Adjusted Gross Margin
 22




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Operating Expenses
  EBITDA
    
    financial performance of our assets without regard to financing
    methods, capital structure or historical cost basis;
    our operating performance as compared to those of other
    companies in the midstream industry without regard to financing
    methods, capital structure or historical cost basis; and
    the viability of acquisitions and capital expenditure projects
    and the rates of return on investment opportunities. 23




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RESULTS
    OF OPERATIONS
    Year Ended December 31,2009


2008


2007(In thousands, except volume data)Total revenues

$
91,706


$
76,084


$
35,695Operations and maintenance expense


20,677



19,284



11,432General and administrative expense


7,609



6,407



3,379Adjusted gross margin


63,420



50,393



20,884Other income


1



11



236EBITDA


63,421



50,404



21,120Depreciation and accretion expense


19,324



12,968



7,702Interest expense


8,519



8,437



4,257Income tax provision


399



253



313Net income from continuing operations


35,179



28,746



8,848Loss from discontinued operations


(1,992
)


(2,330
)


(592
)Net income

$
33,187


$
26,416


$
8,256     Gathering


Processing2009


2008


2007


2009


2008


2007(MMcf)Cowtown System


55,337



57,550



32,673



54,386



56,225



30,802Lake Arlington Dry System


23,132



13,067



1,611



-



-



-Total


78,469



70,617



34,284



54,386



56,225



30,802     Gathering


Processing


Other


Total(In thousands)Revenue for the year ended December 31, 2007

$
16,616


$
18,554


$
525


$
35,695Volume changes


17,610



15,314



-



32,924Price changes


5,473



1,617



375



7,465Revenue for the year ended December 31, 2008

$
39,699


$
35,485


$
900


$
76,084Volume changes


4,414



(1,161
)


-



3,253Price changes


11,265



363



741



12,369Revenue for the year ended December 31, 2009

$
55,378


$
34,687


$
1,641


$
91,706   2009
    Compared with 2008
  Total Revenues Volumes 
  Operations and Maintenance Expense 
 24




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General and Administrative Expense 
  Adjusted Gross Margin EBITDA 
  Depreciation and Accretion Expense 
  Interest Expense
    Year Ended December 31,2009


2008(In thousands)Interest cost:Revolving credit facility

$
5,076


$
3,158Repurchase obligation


1,681



4,283Subordinated note to Quicksilver


2,072



2,802Total cost


8,829



10,243Less interest capitalized


(310
)


(1,806
)Interest expense

$
8,519


$
8,437   2008
    Compared with 2007
  Total Revenues Volumes 
  Operations and Maintenance Expense 
  General and Administrative Expense 
 25




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Adjusted Gross Margin EBITDA 
  Depreciation and Accretion Expense 
  Interest Expense
    Year Ended December 31,2008


2007(In thousands)Interest cost:Revolving credit facility

$
3,158


$
353Repurchase obligation


4,283



2,235Subordinated note to Quicksilver


2,802



1,669Total cost


10,243



4,257Less interest capitalized


(1,806
)


-Interest expense

$
8,437


$
4,257   LIQUIDITY
    AND CAPITAL RESOURCES
      
    cash generated from operations;
    borrowings under our credit agreement; and
    future capital market transactions.     26




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Cash
    Flows
  Year Ended December 31,2009


2008


2007(In thousands)Net cash provided by operating activities

$
68,133


$
52,683


$
14,949Net cash used in investing activities


(54,818
)


(148,079
)


(73,797
)Net cash provided by (used in) financing activities


(12,872
)


94,574



57,176   2009
    Cash Flows Compared to 2008
  Cash Flows Provided by Operating Activities 
  Cash Flows Used in Investing Activities 
  Cash Flows Used in Financing Activities 
  2008
    Cash Flows Compared to 2007
  Cash Flows Provided by Operating Activities 
  Cash Flows Used in Investing Activities 
  Cash Flows Provided by Financing Activities 
  Capital
    Expenditures
    
    expansion capital expenditures, which are made to construct
    additional assets, expand and upgrade existing systems, or
    acquire additional assets; or
    maintenance capital expenditures, which are made to replace
    partially or fully depreciated assets, to maintain the existing
    operating capacity of our assets and extend their useful lives,
    or to maintain existing system volumes and related cash flows.   27




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##### Table of Contents



Repurchase
    Obligation to Quicksilver
        Other
    Matters
    Credit
    Agreement and Subordinated Note
    Total
    Contractual Obligations
    Payments Due by PeriodContractual
    Obligations

Total


2010


2011


2012


2013


Thereafter(In millions)Long-term
    debt (1)

$
181.1


$
2.5


$
1.1


$
126.5


$
51.0


$
Scheduled interest
    obligations (2)(3)


18.7



6.5



6.5



5.3



0.4



Asset retirement
    obligations (4)


7.7



















7.7Total contractual obligations

$
207.5


$
9.0


$
7.6


$
131.8


$
51.4


$
7.7   (1)

    
    As of December 31, 2009, we had $125.4 million
    outstanding under our Credit Agreement and a $55.7 million
    subordinated note payable to Quicksilver.(2)

    
    Based on our debt outstanding and interest rates in effect at
    December 31, 2009, we would anticipate interest payments to
    be approximately $4 million annually on our Credit
    Agreement and approximately $2.5 million on our
    subordinated note.  For each additional $10.0 million in
    borrowings, annual interest payments will increase by 28




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##### Table of Contents



approximately $0.8 million.  If the committed amount under
    our Credit Agreement were to be fully utilized by year-end 2010
    at interest rates in effect at December 31, 2009, we
    estimate that annual interest expenses would increase by
    approximately $6.3 million.  If interest rates on our
    December 31, 2009 variable debt balance of
    $181.1 million increase or decrease by one percentage
    point, our annual income will decrease or increase by
    $1.8 million.(3)

    
    Based on our debt outstanding at December 31, 2009 and the
    net re-borrowing of $84 million, in January 2010, to fund
    the Alliance Midstream Assets and interest rates in effect at
    December 31, 2009, we anticipate interest payments to be
    approximately $9.2 million in 2010.  For each additional
    $10.0 million in borrowings, annual interest payments will
    increase by approximately $0.8 million.  If the committed
    amount under our Credit Agreement were to be fully utilized by
    year-end 2010 at interest rates in effect at December 31,
    2009, we estimate that annual interest expenses would increase
    by approximately $3.6 million.  If interest rates on our
    December 31, 2009 variable debt balance of
    $265.1 million increase or decrease by one percentage
    point, our annual income will decrease or increase by
    $2.6 million.(4)

    
    For more information regarding our asset retirement obligations,
    see Note 8 to our consolidated financial statements,
    included in Item 8 of this annual report, none of which is
    expected to be due before 2015.  CRITICAL
    ACCOUNTING ESTIMATES
    Use of
    Estimates
    Depreciation
    Expense and Cost Capitalization Policies
  Policy
    Description
    Judgments
    and Assumptions
    Asset
    Retirement Obligations
  Policy
    Description
  right-of-way
 29




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##### Table of Contents



Judgments
    and Assumptions
    Equity-Based
    Compensation
  Policy
    Description
    Judgments
    and Assumptions
      OFF-BALANCE
    SHEET ARRANGEMENTS
  Regulation S-K.
  Recently
    Issued Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Credit
    Risk
    Interest
    Rate Risk
     30




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  QUICKSILVER
    GAS SERVICES LP
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


32Consolidated Statements of Income for the Years
    Ended December 31, 2009, 2008 and 2007


33Consolidated Balance Sheets as of
    December 31, 2009 and 2008


34Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


35Consolidated Statements of Changes in
    Partners Capital for the Years ended December 31,
    2009, 2008 and 2007


36Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2009, 2008 and 2007


37  31




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
      32




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
 CONSOLIDATED
    STATEMENTS OF INCOMEIn thousands, except for per unit
    data  Year Ended December 31,2009


2008


2007RevenueGathering and transportation revenue - Quicksilver

$
53,253


$
34,468


$
14,932Gathering and transportation revenue


2,125



5,231



1,684Gas processing revenue - Quicksilver


32,605



30,127



16,564Gas processing revenue


2,082



5,358



1,990Other revenue - Quicksilver


1,641



900



525Total revenue


91,706



76,084



35,695ExpensesOperations and maintenance


20,677



19,284



11,432General and administrative


7,609



6,407



3,379Depreciation and accretion


19,324



12,968



7,702Total expenses


47,610



38,659



22,513Operating income


44,096



37,425



13,182Other income


1



11



236Interest expense


8,519



8,437



4,257Income from continuing operations before income taxes


35,578



28,999



9,161Income tax provision


399



253



313Net income from continuing operations


35,179



28,746



8,848Loss from discontinued operations


(1,992
)


(2,330
)


(592
)Net income

$
33,187


$
26,416


$
8,256Net income attributable to the period from January 1, 2007
    to August 9, 2007









$
3,444Net income attributable to the period from August 10, 2007
    to December 31, 2007










4,812Net income









$
8,256General partner interest in net
    income (1)

$
1,189


$
652


$
93Common and subordinated unitholders interest in net
    income (1)

$
31,998


$
25,764


$
4,719Basic earnings per
    unit: (1)From continuing operations per common and subordinated unit

$
1.41


$
1.18


$
0.22From discontinued operations per common and subordinated unit

$
(0.08
)

$
(0.10
)

$
(0.02
)Net earnings per common and subordinated unit

$
1.33


$
1.08


$
0.20Diluted earnings per
    unit: (1)From continuing operations per common and subordinated unit

$
1.28


$
1.04


$
0.22From discontinued operations per common and subordinated unit

$
(0.07
)

$
(0.08
)

$
(0.02
)Net earnings per common and subordinated unit

$
1.21


$
0.96


$
0.20Weighted average number of common and subordinated units
    outstanding: (1)Basic


24,057



23,783



23,777Diluted


28,189



29,583



23,787    (1)

    
    Amounts for 2007 represent the post-IPO period after
    August 10, 2007   33




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
 CONSOLIDATED
    BALANCE SHEETSIn thousands, except for unit data  December 31,


December 31,2009


2008ASSETSCurrent assetsCash and cash equivalents

$
746


$
303Accounts receivable


1,342



1,908Prepaid expenses and other current assets


180



594Total current assets


2,268



2,805Property, plant and equipment, net


396,952



432,272Assets of discontinued operations


-



56,022Other assets


2,859



1,916$
402,079


$
493,015LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesCurrent maturities of debt

$
2,475


$
1,375Accounts payable to Quicksilver


1,727



10,917Accrued additions to property, plant and equipment


4,011



13,755Accounts payable and other


2,240



1,852Total current liabilities


10,453



27,899Long-term debt


125,400



174,900Note payable to Quicksilver


53,243



52,271Repurchase obligations to Quicksilver


-



66,997Asset retirement obligations


7,654



4,574Deferred income tax liability


768



369Liabilities of discontinued operations


-



60,302Commitments and contingent liabilities (Note 9)Partners capitalCommon unitholders (16,313,451 and 12,269,714 units issued
    and outstanding at December 31, 2009 and December 31,
    2008, respectively)


200,963



108,036Subordinated unitholders (11,513,625 units issued and
    outstanding at December 31, 2009 and 2008)


3,040



(2,328
)General partner


558



(5
)Total partners capital


204,561



105,703$
402,079


$
493,015    34




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
 CONSOLIDATED
    STATEMENTS OF CASH FLOWSIn thousands  Year Ended December 31,2009


2008


2007Operating activities:Net income

$
33,187


$
26,416


$
8,256Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


21,542



14,382



7,987Accretion of asset retirement obligations


394



184



83Deferred income taxes


399



196



38Equity-based compensation


1,705



1,017



130Non-cash interest expense


6,191



9,787



4,396Changes in assets and liabilities:Accounts receivable


740



(1,200
)


(815
)Prepaid expenses and other assets


387



(612
)


(543
)Accounts receivable and payable with Quicksilver


3,621



4,002



(5,975
)Accounts payable and other


(33
)


(1,489
)


1,392Net cash provided by operating activities


68,133



52,683



14,949Investing activities:Capital expenditures


(54,818
)


(148,079
)


(73,797
)Net cash used in investing activities


(54,818
)


(148,079
)


(73,797
)Financing activities:Proceeds from sale of assets to Quicksilver


-



-



29,508Proceeds from revolving credit facility borrowings


56,000



169,900



5,000Debt issuance costs paid


(1,446
)


(486
)


(1,041
)Repayment of repurchase obligation to Quicksilver


(5,645
)


(42,085
)


-Repayments of credit facility


(105,500
)


-



-Repayment of subordinated note payable to Quicksilver


-



(825
)


-Proceeds from issuance of equity units


80,760



-



112,298Issuance costs of equity units paid


(31
)


-



(2,933
)Distribution of offering proceeds to partners


-



-



(119,806
)Contributions by Quicksilver


-



-



38,045Contributions by other partners


-



-



167Distributions to unitholders


(36,947
)


(31,930
)


(4,062
)Other


(63
)


-



-Net cash provided by (used in) financing activities


(12,872
)


94,574



57,176Net cash increase (decrease)


443



(822
)


(1,672
)Cash at beginning of period


303



1,125



2,797Cash at end of period

$
746


$
303


$
1,125Cash paid for interest

$
4,682


$
2,341


$
-Cash paid for income taxes

$
-


$
332


$
-Non-cash transactions:Working capital related to capital expenditures

$
6,101


$
31,920


$
30,809Debt issuance costs


-



-



(12
)Costs in connection with the equity offering


(416
)


-



(275
)Issuance of subordinated note payable to Quicksilver


-



-



50,000Disposition (acquisition) of property, plant and equipment under
    repurchase obligation, net


111,070



(77,108
)


(50,118
)Equity contribution related to assets not purchased pursuant to
    repurchase obligations

$
20,663


$
-


$
-    35




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
 CONSOLIDATED
    STATEMENTS OF CHANGES IN PARTNERS CAPITAL
    In thousands  Partners CapitalLimited PartnersRedeemableNet Parent


Partners








GeneralEquity


Capital


Common


Subordinated


Partner


TotalBalance at January 1, 2007

$
118,652


$
7,431


$
-


$
-


$
-


$
126,083Net income attributable to the period from January 1, 2007
    through August 9, 2007


3,119



326



-



-



-



3,445Contributions


38,045



167



-



-



-



38,212Initial public offering of units, net of offering costs


-



-



109,090



-



-



109,090Distribution of initial public offering proceeds


(112,112
)


(7,694
)


-



-



-



(119,806
)Distribution of subordinated note payable to Quicksilver


(50,000
)


-



-



-



-



(50,000
)Reclass Quicksilvers equity balance to receivable from
    Quicksilver


2,296



-



-



-



-



2,296Reclass redeemable partners capital


-



(230
)


230



-



-



-Distributions paid to partners


-



-



(2,054
)


(1,929
)


(79
)


(4,062
)Equity-based compensation expense recognized


-



-



130



-



-



130Net income attributable to the period from August 10, 2007
    through December 31, 2007


-



-



2,434



2,285



93



4,812Balance at December 31, 2007


-



-



109,830



356



14



110,200Equity-based compensation expense recognized


-



-



1,017



-



-



1,017Distributions paid to partners


-



-



(16,135
)


(15,140
)


(655
)


(31,930
)Net income


-



-



13,324



12,456



636



26,416Balance at December 31, 2008


-



-



108,036



(2,328
)


(5
)


105,703Equity-based compensation expense recognized


-



-



1,705



-



-



1,705Distributions paid to partners


-



-



(18,471
)


(17,270
)


(1,206
)


(36,947
)Net income


-



-



19,072



12,926



1,189



33,187Contribution by Quicksilver


-



-



10,371



9,712



580



20,663Public offering of units, net of offering costs


-



-



80,313



-



-



80,313Other


-



-



(63
)


-



-



(63
)Balance at December 31, 2009

$
-


$
-


$
200,963


$
3,040


$
558


$
204,561    36




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    ORGANIZATION
    AND DESCRIPTION OF BUSINESS  Organization
        OwnershipDecember 31,
    2009


January
    2010 (1)Common unitholders:Public


37.5%



39.0%Quicksilver


20.1%



19.7%Subordinated unitholders:Quicksilver


40.7%



39.7%Total limited partner interest


98.3%



98.4%General Partner interest:Quicksilver


1.7%



1.6%Total


100.0%



100.0%   (1)

    
    Reflects the effects of the underwriters exercise of the
    over-allotment and the vesting of phantom units that occurred in
    January 2010    Description of Business
 37




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##### Table of Contents



Cowtown
    System
   -
    the Cowtown Pipeline, consisting of a gathering system and gas
    compression facilities.  This system gathers natural gas
    produced by our customers and delivers it to the Cowtown and
    Corvette Plants for processing;-
    the Cowtown Plant, consisting of two natural gas processing
    units with a total capacity of 200 MMcfd that extract NGLs
    from the natural gas stream and deliver customers residue
    gas and extracted NGLs to unaffiliated pipelines for further
    transport and sale downstream; and-
    the Corvette Plant, placed in service during 2009, consisting of
    a 125 MMcfd natural gas processing unit that extracts NGLs
    from the natural gas stream and delivers customers residue
    gas and extracted NGLs to unaffiliated pipelines for further
    transport and sale downstream.  Lake
    Arlington Dry System
   Hill
    County Dry System
   Alliance
    Midstream Assets
   2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation
  Discontinued Operations 
  Use of Estimates 
  Cash and Cash Equivalents
 38




---



##### Table of Contents



Accounts receivable
  Property, Plant and Equipment
  Impairment of Long-Lived Assets
  Other Assets
  Asset Retirement Obligations 
  Repurchase Obligations to Quicksilver 
 
    a portion of the gathering lines in the Cowtown Pipeline;
    the LADS; and
    the HCDS.    Cowtown Pipeline
  Lake Arlington Dry System
  Hill County Dry System
 39




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##### Table of Contents



Environmental Liabilities
  Redeemable Partners Capital
  Revenue Recognition
  
    persuasive evidence of an exchange arrangement exists;
    services have been rendered;
    the price for its services is fixed or determinable; and
    collectability is reasonably assured.  Income Taxes
  Earnings per Limited Partner Unit
  Segment Information
  Fair Value of Financial Instruments 
  Equity-Based Compensation 
 40




---



##### Table of Contents



Recently
    Issued Accounting Standards
    Pronouncements
    Impacting KGS That Have Been Implemented
  FASB Accounting Standards
    Codification
  Business Combinations
  Fair Value Measurements and
    Disclosures,
  260-10, Earnings Per Share
  260-10, Earnings Per Share
  855-10, Subsequent Events
  Fair Value Measurements and
    Disclosures
  Pronouncements
    Not Yet Implemented
   41




---



##### Table of Contents



3.
    NET
    INCOME PER COMMON AND SUBORDINATED UNIT    Years Ended December 31,2009


2008


2007(1)Common and subordinated unitholders interest in net income
    from continuing operations

$
33,957


$
28,049


$
5,199Common and subordinated unitholders interest in net loss
    from discontinued operations


(1,959
)


(2,285
)


(480
)Common and subordinated unitholders interest in net income

$
31,998


$
25,764


$
4,719Impact of interest on subordinated note to Quicksilver


2,038



2,748



-Income available assuming conversion of convertible debt

$
34,036


$
28,512


$
4,719Weighted-average common and subordinated units  basic


24,057



23,783



23,777Effect of restricted phantom units


486



141



10Effect of subordinated note to
    Quicksilver (2)


3,646



5,659



-Weighted-average common and subordinated units 
    diluted


28,189



29,583



23,787Basic earnings per unit:From continuing operations per common and subordinated unit

$
1.41


$
1.18


$
0.22From discontinued operations per common and subordinated unit

$
(0.08
)

$
(0.10
)

$
(0.02
)Net earnings per common and subordinated unit

$
1.33


$
1.08


$
0.20Diluted earnings per unit:From continuing operations per common and subordinated unit

$
1.28


$
1.04


$
0.22From discontinued operations per common and subordinated unit

$
(0.07
)

$
(0.08
)

$
(0.02
)Net earnings per common and subordinated unit

$
1.21


$
0.96


$
0.20Assumed conversion
    price (2)

$
15.28


$
9.48



N/A    (1)
    
    Amounts for 2007 represent the
    period from August 10, 2007 to December 31, 2007(2)

    
    Assumes that convertible debt is converted using the lesser of
    average closing price per unit or final closing price on
    December 31.  4.
    DISCONTINUED
    OPERATIONS    Years Ended December 31,2009


2008


2007(In thousands)Revenues

$
3,771


$
1,974


$
246Operating Expenses


(3,718
)


(2,564
)


(448
)Interest Expense


(2,045
)


(1,740
)


(390
)Loss from discontinued operations

$
(1,992
)

$
(2,330
)

$
(592
)   42




---



##### Table of Contents



As of December 31,
    2008(In thousands)AssetsProperty, plant and equipment, net

$
55,848Accounts receivable


174Total assets

$
56,022LiabilitiesAccounts payable and other

$
3,341Repurchase obligations to Quicksilver


56,301Asset retirement obligations


660Total liabilities

$
60,302   5.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,Depreciable Life


2009


2008(In thousands)Gathering and transportation systems


20 years


$
126,468


$
146,061Processing plants and compression facilities


20-25 years



271,311



146,106Construction in progress - plant






-



106,563Construction in progress - pipeline






5,630



24,315Rights-of-way
    and easements


20 years



26,858



30,208Land






1,101



1,114Buildings and other


20-40 years



2,732



1,836434,100



456,203Accumulated depreciation






(37,148)



(23,931)Net property, plant and equipment





$
396,952


$
432,272     6.
    ACCOUNTS
    PAYABLE AND OTHER    December 31,2009


2008(In thousands)Accrued operating expenses

$
204


$
879Equity compensation payable


242



116Equity offering expense


416



-Tax services


236



-Legal services


376



-Interest payable


660



734Other


106



123$
2,240


$
1,852  43




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##### Table of Contents



7.
    LONG-TERM
    DEBT    Payments Due by PeriodLong-Term Debt

Total


2010


2011-2013


2014-2015


Thereafter(In millions)Credit Agreement

$
125.4


$
-


$
125.4


$
-


$
-Subordinated Note to Quicksilver


55.7



2.5



53.2



-



-Total long-term debt

$
181.1


$
2.5


$
178.6


$
-


$
-   Credit Agreement
    Interest rate option

After AmendmentABR borrowings

2.00% to 3.00%Eurodollar borrowings

3.00% to 4.00%Swingline borrowings

3.00% to 4.00%Commitment fee on used capacity

0.50%       Quarters Ended


Maximum Debt to EBITDA


Minimum EBITDA to InterestDecember 31, 2009 and thereafter


4.50 to 1


2.50 to 1
      Subordinated Note
   44




---



##### Table of Contents




    an event of default under the Credit Agreement;
    the existence of a pending judicial proceeding with respect to
    any event of default under the Credit Agreement; or
    our ratio of total indebtedness (which includes the Subordinated
    Note) to EBITDA as of the end of the fiscal quarter immediately
    preceding the date of such payment was equal to or greater than
    3.5 or would be greater than 3.5 after consideration of such
    payment.    8.
    ASSET
    RETIREMENT OBLIGATIONS    Year EndedDecember 31,
    2009(In thousands)Beginning asset retirement obligations

$
4,574Incremental liability incurred


3,195Repurchase obligations not exercised


(509)Accretion expense


394Ending asset retirement obligations

$
7,654     9.
    COMMITMENTS
    AND CONTINGENT LIABILITIES  Litigation
  Casualties or Other Risks
      Regulatory Compliance
 45




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##### Table of Contents



Environmental Compliance
  Commitments
  10.
    INCOME
    TAXES        11.
    EQUITY
    PLAN    Payable in cash


Payable in unitsWeighted





WeightedAverage Grant





Average GrantUnits


Date Fair Value


Units


Date Fair ValueUnvested phantom units - January 1, 2009


60,319


$
21.63



139,918


$
25.15Vested


(26,526
)


13.79



(49,789
)


25.25Issued


5,420



16.65



405,428



10.06Cancelled


(5,973
)


21.36



(9,885
)


15.90Unvested phantom units - December 31, 2009


33,240


$
20.90



485,672


$
12.75        46




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##### Table of Contents



12.
    TRANSACTIONS
    WITH RELATED PARTIES    Omnibus Agreement
  
    restrictions on Quicksilvers ability to engage in
    midstream activities in Quicksilver Counties;
    Quicksilvers and our rights and obligations related to the
    LADS and the HCDS;
    Our obligation to reimburse Quicksilver for all general and
    administrative expenses incurred by it on our behalf;
    Our obligation to reimburse Quicksilver for all insurance
    coverage expenses it incurs or payments it makes with respect to
    our assets; and
    Quicksilvers obligation to indemnify us for certain
    liabilities and our obligation to indemnify Quicksilver for
    certain liabilities.  Secondment Agreement
  Gas Gathering and Processing Agreements
  Cowtown System
    Lake Arlington Dry System
  Alliance Midstream Assets
  Hill County Dry System
 47




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##### Table of Contents



Other Agreements
      Contribution, Conveyance and Assumption
    Agreement
  
    the transfer of all of the interests of certain entities to us;
    the issuance of the incentive distribution rights to our general
    partner and the continuation of its 2% general partner interest
    in us;
    Our issuance of 5,696,752 common units, 11,513,625 subordinated
    units and the right to receive $162.1 million, to
    Quicksilver in exchange for the contributed interests; and
    Our issuance of 816,873 common units and the right to receive
    $7.7 million to private investors in exchange for their
    contributed interests.  Centralized cash management
  Distributions 
  Allocation of costs
 48




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##### Table of Contents



Year Ended December 312009


2008


2007(In thousands)Net Parent equityBeginning balance









$
118,652Net change in Quicksilver advances:Contribution of property, plant and equipment










45,040Settled revenue with Quicksilver










(11,760
)Payments received by Quicksilver for trade accounts receivable










(625
)Payments made to settle expenses by Quicksilver










4,378Allocation of general and administrative overhead










850Contribution of other current assets










162Net change in Quicksilver advances










38,045Quicksilver share of net income










3,119Distribution of initial public offering proceeds










(112,112
)Distribution of subordinated note payable to Quicksilver










(50,000
)Reclassify to receivable from Quicksilver










2,296Ending balance









$
-General and administrative expense - parentAllocation of general and administrative overhead

$
2,809


$
2,411


$
1,978Audit and tax services


894



896



405Equity-based compensation expense


1,791



1,220



471Legal services


838



501



143Insurance expense


339



338



232Salary and benefits


373



421



-Other


565



620



150Total general and administrative expense

$
7,609


$
6,407


$
3,379   13.
    PARTNERS
    CAPITAL AND DISTRIBUTIONS  General.
    
    provide for the proper conduct of KGS business;
    comply with applicable law, any of KGS debt instruments or
    other agreements; or
    provide funds for distributions to partners for the succeeding
    four quarters. 49




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##### Table of Contents



Attributable to the

Per Unit


Total CashPayment Date

Quarter Ended

Distribution (1)


Distribution(In millions)Pending DistributionsFebruary 12,
    2010 (2)

December 31, 2009

$
0.390


$
11.6Completed DistributionsNovember 13,
    2009 (3)

September 30, 2009

$
0.390


$
9.7August 14,
    2009 (4)

June 30, 2009

$
0.370


$
9.1May 15,
    2009 (4)

March 31, 2009

$
0.370


$
9.1February 13,
    2009 (4)

December 31, 2008

$
0.370


$
9.1November 14,
    2008 (5)

September 30, 2008

$
0.350


$
8.5August 14,
    2008 (5)

June 30, 2008

$
0.350


$
8.5May 15, 2008

March 31, 2008

$
0.315


$
7.6    (1)

    
    Represents common and subordinated unitholders(2)

    
    Total cash distribution includes an Incentive Distribution
    Rights amount of approximately $261,000 to the general partner (3)

    
    Total cash distribution includes an Incentive Distribution
    Rights amount of approximately $219,000 to the general partner(4)

    
    Total cash distribution includes an Incentive Distribution
    Rights amount of approximately $90,000 to the general partner(5)

    
    Total cash distribution includes an Incentive Distribution
    Rights amount of approximately $20,000 to the general partner  General Partner Interest and Incentive Distribution
    Rights.
  Subordinated Units.
  Distributions of Available Cash to
    Unitholders.
  
    quarterly distributions of up to $.0345 per unit are first
    allocable to the common unit holders and to general partner at
    their pro rata ownership percentages and then to subordinated
    unit holders in their pro rata ownership percentage.
    quarterly distributions in excess of $.0345 per unit are
    allocable in the same fashion as lesser distributions, except
    that the general partner is entitled to increasing percentages
    of the distribution pursuant to the incentive distribution
    rights.   50




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##### Table of Contents



14.
    SELECTED
    QUARTERLY DATA (UNAUDITED)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except per unit data)2009Operating revenues

$
23,712


$
23,108


$
23,216


$
21,670Operating income


12,267



10,721



10,975



10,134Net income from continuing operations


10,069



8,231



9,001



7,878Loss from discontinued operations


(635
)


(819
)


(348
)


(190
)Net income


9,434



7,412



8,653



7,688Basic earnings per unit:From continuing operations per common and subordinated unit

$
0.41


$
0.34


$
0.36


$
0.31From discontinued operations per common and subordinated unit

$
(0.03
)

$
(0.03
)

$
(0.01
)

$
(0.01
)Net earnings per common and subordinated unit

$
0.38


$
0.31


$
0.35


$
0.30Diluted earnings per unit:From continuing operations per common and subordinated unit

$
0.34


$
0.30


$
0.32


$
0.29From discontinued operations per common and subordinated unit

$
(0.02
)

$
(0.03
)

$
(0.01
)

$
(0.01
)Net earnings per common and subordinated unit

$
0.36


$
0.27


$
0.31


$
0.282008Operating revenues

$
14,852


$
17,957


$
18,890


$
24,385Operating income


5,441



8,348



9,506



14,131Net income from continuing operations


3,385



6,255



7,176



11,930Loss from discontinued operations


(501
)


(649
)


(788
)


(392
)Net income


2,884



5,606



6,388



11,538Basic earnings per unit:From continuing operations per common and subordinated unit

$
0.14


$
0.26


$
0.29


$
0.49From discontinued operations per common and subordinated unit

$
(0.02
)

$
(0.03
)

$
(0.03
)

$
(0.02
)Net earnings per common and subordinated unit

$
0.12


$
0.23


$
0.26


$
0.47Diluted earnings per unit:From continuing operations per common and subordinated unit

$
0.14


$
0.26


$
0.29


$
0.42From discontinued operations per common and subordinated unit

$
(0.02
)

$
(0.03
)

$
(0.03
)

$
(0.01
)Net earnings per common and subordinated unit

$
0.12


$
0.23


$
0.26


$
0.40   Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
   51




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##### Table of Contents



Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f)
      Changes
    in Internal Control over Financial Reporting
   52




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
         Item 9B.
    Other
    Information   53




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##### Table of Contents



PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  General
      Directors
    and Executive Officers
    Name

Age

Position with Quicksilver Gas
    Services GP LLCGlenn Darden


54


Chairman of the Board and DirectorThomas F. Darden


56


President and Chief Executive Officer and DirectorJeff Cook


53


Executive Vice President - Chief Operating Officer and DirectorPhilip W. Cook


48


Senior Vice President - Chief Financial Officer and DirectorJohn C. Cirone


60


Senior Vice President, General Counsel and SecretaryJohn C. Regan


40


Vice President - Chief Accounting OfficerAlvin Bledsoe


61


DirectorPhilip D. Gettig


64


DirectorJohn W. Somerhalder II


54


Director     Glenn Darden
  Thomas F. Darden
  Jeff Cook
 54




---



##### Table of Contents



Philip W. Cook
  John C. Cirone
  John C. Regan
  Alvin Bledsoe
  Philip D. Gettig
  John W. Somerhalder II
 55




---



##### Table of Contents



Family
    Relationships
    Committees
    of the Board of Directors
        Code of
    Business Conduct and Ethics
  (http://www.kgslp.com/corporate/corporate_governance).
  Section 16(a)
    Beneficial Ownership Reporting Compliance
     56




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##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Overview
    Name

TitleGlenn Darden

Chairman of the BoardThomas F. Darden

President and Chief Executive OfficerJeff Cook

Executive Vice President  Chief Operating OfficerPhilip W. Cook

Senior Vice President  Chief Financial OfficerJohn C. Cirone

Senior Vice President, General Counsel and Secretary         Compensation
    Objectives, Strategies and Elements for 2009
       57




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##### Table of Contents



Executive

Number of Phantom
    UnitsGlenn Darden


82,721Thomas F. Darden


82,721Jeff Cook


38,692Philip W. Cook


32,021John C. Cirone


21,347   change-in-control)
  Compensation
    Objectives, Strategies and Elements for 2010
   58




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##### Table of Contents



Executive

Number of Phantom
    UnitsGlenn Darden


38,182Thomas F. Darden


38,182Jeff Cook


17,859Philip W. Cook


14,780John C. Cirone


13,548   Change-in-Control
    Arrangements
  change-in-control change-in-control
  Summary
    Compensation Table
    EquityName and



Awards

TotalPrincipal Position

Year

($) (1)

($)Glenn Darden

2007


213,600



213,600Chairman of the Board

2008


752,778



752,7782009


832,173



832,173Thomas F. Darden

2007


213,600



213,600President and

2008


752,778



752,778Chief Executive Officer

2009


832,173



832,173Jeff Cook

2007


106,800



106,800Executive Vice President -

2008


379,785



379,785Chief Operating Officer

2009


389,242



389,242Philip W. Cook

2007


106,800



106,800Senior Vice President -

2008


298,405



298,405Chief Financial Officer

2009


322,131



322,131John C. Cirone

2007


85,440



85,440Senior Vice President -

2008


176,321



176,321General Counsel and

2009


214,751



214,751Secretary   (1)

    
    This column reports the aggregate grant date fair value of the
    phantom unit awards granted in 2009, 2008 and 2007 computed in
    accordance with FASC Topic 718.  Additional information
    regarding the calculation of these amounts is included in
    Notes 2 and 11 to the consolidated financial statements
    included in Item 8. Financial Statements and
    Supplementary Data of this annual report and our annual
    reports for the respective year end.  Grants of
    Plan-Based Awards in 2009
   59




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##### Table of Contents



change-in-control)
  Equity Awards


Grant DateBoard

Number of


Fair Value ofApproval

Units:


Equity AwardsName

Grant Date

Date

(#)


($) (1)Glenn Darden

1/2/2009

12/19/2008


82,721


$
832,173Thomas F. Darden

1/2/2009

12/19/2008


82,721



832,173Jeff Cook

1/2/2009

12/19/2008


38,692



389,242Philip W. Cook

1/2/2009

12/19/2008


32,021



322,131John C. Cirone

1/2/2009

12/19/2008


21,347



214,751   (1)

    
    This column reports the grant date fair value of the phantom
    unit awards granted in 2009 computed in accordance with FASC
    Topic 718.  Additional information regarding the calculation of
    these amounts is included in Notes 2 and 11 to the
    consolidated financial statements included in Item 8.
    Financial Statements and Supplementary Data of this annual
    report.  Outstanding
    Equity Awards at Year-End 2009
    Equity Awards in Cash


Equity Awards in UnitsNumber of Shares


Market Value of


Number of Shares


Market Value ofor Units of Stock


Shares or Units of


or Units of Stock


Shares or Units ofThat Have Not


Stock That Have Not


That Have Not


Stock That Have NotVested


Vested


Vested


VestedName

(#) (2)


($) (1)


(#)


($) (1)Glenn Darden


3,333


$
69,893



19,875
(3)

$
416,77982,721
(4)


1,734,659Thomas F. Darden


3,333



69,893



19,875
(3)


416,77982,721
(4)


1,734,659Jeff Cook


1,667



34,957



10,027
(3)


210,26638,692
(4)


811,371Philip W. Cook


1,667



34,957



7,878
(3)


165,20232,021
(4)


671,480John C. Cirone


1,333



27,953



4,655
(3)


97,61521,347
(4)


447,647   (1)

    
    The market value of phantom unit awards is based on $20.97, the
    closing market price of KGS common units on December 31,
    2009.(2)

    
    These units will vest on August 10, 2010.(3)

    
    One-half of these units vested on January 4, 2010, the
    remaining one-half of these units will vest on January 3,
    2011.(4)

    
    One-third of these units vested on January 4, 2010, and
    one-third of these units will vest on each of January 3,
    2011 and 2012. 60




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##### Table of Contents



Potential
    Payments upon Termination or
    Change-in-Control
  change-in-control
  Equity
    Awards (1)Market Value of SharesNumber of Shares


or Units of Stock Thator Units of Stock


Have Not Vested and willThat Have Not


Vest upon a TriggeringVested


EventName

(#)


($) (2)Glenn Darden


105,929


$
2,221,331Thomas F. Darden


105,929



2,221,331Jeff Cook


50,386



1,056,594Philip W. Cook


41,566



871,639John C. Cirone


27,335



573,215   (1)

    
    Includes phantom units that will be settled in cash and phantom
    units that will be settled in units upon vesting.(2)

    
    The market value of unit awards is based on $20.97, the closing
    market price of KGS common units on December 31, 2009.  Director
    Compensation for 2009
      Fees Earned or


EquityPaid in Cash


Awards


TotalName

($) (1)


($) (2)


($)Alvin Bledsoe

$
40,000


$
39,999
(3)

$
79,999Philip D. Gettig

$
40,000


$
39,999
(4)

$
79,999John W. Somerhalder II

$
-


$
79,997
(5)

$
79,997   (1)

    
    This column reports the aggregate compensation earned in 2009
    and paid in cash and excludes $40,000 that Mr. Somerhalder
    elected to receive in the form of phantom units.(2)

    
    This column reports the grant date fair value of the phantom
    unit awards granted in 2009 computed in accordance with FASC
    Topic 718.  Additional information regarding the calculation of
    these amounts is included in Notes 2 and 11 to the
    consolidated financial statements included in Item 8.
    Financial Statements and Supplementary Data of this annual
    report.(3)

    
    The grant date fair value calculated for the 3,976 phantom units
    granted to Mr. Bledsoe in 2009.  As of December 31,
    2009, Mr. Bledsoe held 5,656 phantom units.(4)

    
    The grant date fair value calculated for the 3,976 phantom units
    granted to Mr. Gettig in 2009.  As of December 31,
    2009, Mr. Gettig held 5,656 phantom units.(5)

    
    The grant date fair value calculated for the 7,952 phantom units
    granted to Mr. Somerhalder in 2009, including those phantom
    units he acquired in lieu of $40,000 of his cash fees.  As of
    December 31, 2009, Mr. Somerhalder held 9,632 phantom
    units. 61




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##### Table of Contents



Compensation
    Committee Interlocks and Insider Participations
      Compensation
    Committee Report
    Members
    of the Board of Directors of Quicksilver Gas Services GP
    LLC
 Alvin Bledsoe
    Jeff Cook
    Philip W. Cook
    Glenn Darden

Thomas F.  Darden
    Philip D. Gettig
    John W. Somerhalder II  62




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Quicksilver
    Gas Services LP
    
    each person known by us to beneficially own more than 5% of our
    common or subordinated units;
    each named executive officer of Quicksilver Gas Services GP LLC;
    each director of Quicksilver Gas Services GP LLC; and
    all directors and executive officers of Quicksilver Gas Services
    GP LLC as a group.    Percentage ofPercentage





Percentage of


Common andCommon


of Common


Subordinated


Subordinated


SubordinatedBeneficial Owner

Units


Units


Units


Units


UnitsDirectors and Executive OfficersGlenn
    Darden (1)


114,575




*


-



-




*Thomas F.
    Darden (1)


114,575




*


-



-




*Jeff Cook


16,180




*


-



-




*Philip W.
    Cook (2)


14,748




*


-



-




*John C. Cirone


9,411




*


-



-




*Alvin
    Bledsoe (3)


48,412




*


-



-




*Philip D. Gettig


8,317




*


-



-




*John W. Somerhalder II


18,788




*


-



-




*Directors and executive officers as a group (9 persons)


271,522



1.6
%


-



-




*Holders of More Than 5% Not
    Named AboveQuicksilver Resources
    Inc. (4)(6)


5,696,752



33.5
%


11,513,625



100.0
%


60.4
%Quicksilver Gas Services
    Holdings LLC (5)(6)


5,696,752



33.5
%


11,513,625



100.0
%


60.4
%FMR
    LLC (7)


967,000



5.7
%


-



-



3.4
%   *
    
    Indicates less than 1%(1)

    
    Includes as to each of Messrs. G. Darden and T. Darden
    76,100 common units held in a trust for which he has shared
    voting and investment power as a co-trustee.  Each of
    Messrs. G. Darden and T. Darden disclaims beneficial
    ownership of the shares held in this trust, except to the extent
    of his pecuniary interest therein.(2)

    
    Includes 14,748 common units held by Mr. Cook jointly with
    his spouse and 2,819 common units that are pledged in accordance
    with customary terms and conditions of a standard margin account
    arrangement.(3)

    
    Includes 200 common units over which Mr. Bledsoe exercises
    shared investment power.(4)

    
    Quicksilver Resources Inc. is the ultimate parent company of
    Quicksilver Gas Services Holdings LLC (Holdings) and
    may, therefore, be deemed to beneficially own the units held by
    Holdings.(5)

    
    Holdings, an indirect wholly owned subsidiary of Quicksilver,
    owns a 100% interest in our general partner and a 59.4% limited
    partner interest in us.(6)

    
    Quicksilver has shared voting power and shared investment power
    with Holdings, Cowtown Gas Processing LP (Processing
    LP), Cowtown Pipeline LP (Pipeline LP),
    Cowtown Pipeline Management, Inc. (Management) and
    Cowtown Pipeline Funding, Inc. (Funding) over
    5,696,752 common units of Quicksilver Gas Services
    LP.  Holdings also owns 11,513,625 subordinated units
    representing limited partner interests in Quicksilver Gas
    Services LP, which may be converted into common units on a
    one-for-one
    basis upon the termination of the subordination period under
    certain circumstances as set forth in the Partnership
    Agreement.  Quicksilver, Processing LP, Pipeline LP, Management
    and Funding may also be deemed to beneficially own 11,513,625
    subordinated units owned by Holdings.  Quicksilver Gas Services
    GP LLC, the sole general partner of Quicksilver Gas Services LP,
    owns a 1.6% general partner interest and incentive distribution
    rights (which represent the right to receive increasing
    percentages of quarterly distributions in excess of specified
    amounts) in Quicksilver Gas Services LP.  The address of
    Quicksilver is 777 West Rosedale Street, Fort Worth,
    Texas 76104.(7)

    
    According to a Schedule 13G/A filed by FMR LLC with the SEC
    on February 16, 2010, FMR LLC had sole investment power
    over 967,000 common units.  The address of FMR LLC is 82
    Devonshire Street, Boston, Massachusetts 02109. 63




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##### Table of Contents



Quicksilver
    Resources Inc.
    
    Each named executive officer of Quicksilver Gas Services GP LLC;
    Each director of Quicksilver Gas Services GP LLC; and
    All directors and executive officers of Quicksilver Gas Services
    GP LLC as a group.    Beneficial Share OwnershipNumber of


Percent ofBeneficial Owner

Shares


Outstanding SharesGlenn
    Darden (1)(2)(3)(4)(5)


45,253,028



26.6
%Thomas F.
    Darden (1)(2)(3)(4)(5)


45,368,524



26.6
%Jeff
    Cook (3)(5)


685,647




*Philip W.
    Cook (2)(3)(4)(5)(6)


236,888




*John C.
    Cirone (3)(5)


205,343




*Alvin Bledsoe


-



-Philip D. Gettig


-



-John W. Somerhalder II


-



-Directors and executive officers as a group
    (9 persons) (1)(2)(3)(4)(5)


50,141,880



29.4
%   *
    
    Indicates less than 1%(1)

    
    Includes as to each of Messrs. G. Darden and T. Darden:
    41,677,288 shares beneficially owned by Quicksilver Energy
    L.P., for which each has shared voting and investment power as a
    member of Pennsylvania Management, LLC, the sole general partner
    of Quicksilver Energy L.P.  Each of Messrs. G. Darden and
    T. Darden disclaims beneficial ownership of all shares owned by
    Quicksilver Energy L.P., except to the extent of his pecuniary
    interest therein.(2)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    approximate numbers of shares represented by units in a Unitized
    Stock Fund held through Quicksilvers 401(k) Plan:
    Mr. G. Darden  32,594; Mr. T.
    Darden  100,660; Mr. Philip W. Cook 
    9,511 and all directors and executive officers as a
    group  142,765.(3)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    numbers of shares subject to options that will vest on or before
    April 16, 2010: Mr. G. Darden  162,534;
    Mr. T. Darden  162,534; Mr. Jeff
    Cook  77,796; Mr. Cirone  40,795;
    Mr. Philip W. Cook  63,366 and all directors and
    executive officers as a group  529,885.(4)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    number of shares pledged as collateral security for loans or
    loan commitments or in accordance with customary terms and
    conditions of standard margin account arrangements: Mr. G.
    Darden  14,855,095 (including 14,011,383 shares
    beneficially owned by Quicksilver Energy L.P.); Mr. T
    Darden  15,011,735 (including 14,011,383 shares
    beneficially owned by Quicksilver Energy L.P.); Mr. Philip
    W.  Cook  30,125; and all directors and executive
    officers as a group  15,885,572 (including
    14,011,383 shares beneficially owned by Quicksilver Energy
    L.P.).(5)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    numbers of shares of unvested restricted stock for which the
    indicated beneficial owners have no investment power:
    Mr. G. Darden  337,226; Mr. T.
    Darden  337,226; Mr. Jeff Cook 
    164,048; Mr. Philip W. Cook  131,886;
    Mr. Cirone  86,482; and all directors and
    officers as a group  1,089,378.(6)

    
    Includes 30,125 shares held by Mr. Philip W. Cook
    jointly with his spouse. 64




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##### Table of Contents



Equity
    Compensation Plan Information
    Number of securitiesremaining available forfuture issuance underNumber of securities to


Weighted-average


equity compensationbe issued upon exercise


exercise price of


plans (excludingof outstanding options,


outstanding options,


securities reflected inPlan Category

warrants and rights


warrants and rights


column (a))(a)


(b)


(c)Equity compensation plans approved by security
    holders (1)


485,672



N/A
(2)


750,000Equity compensation plans not approved by security holders


-



-



-Total


485,672



N/A
(2)


750,000   (1)

    
    Consists of the 2007 Equity Plan, as amended.(2)

    
    Only phantom units have been issued under the 2007 Equity Plan,
    as amended  Each phantom unit entitles the holder to receive one
    common unit (or an amount in cash equal to the fair market value
    thereof) with respect to each phantom unit at vesting.
    Accordingly, without payment of cash, there is no reportable
    weighted-average exercise price.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  General
    Distributions
    and Payments to Our General Partner and its Affiliates
      Property
    Transactions with Quicksilver
    
    a portion of the gathering lines in the Cowtown Pipeline;
    the LADS; and
    the HCDS.   65




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##### Table of Contents



Cowtown Pipeline
  Lake Arlington Dry System
  Hill County Dry System
    Omnibus
    Agreement
    
    restrictions on Quicksilvers ability to engage in certain
    midstream business activities or own certain related assets in
    the Quicksilver Counties;
    Quicksilvers obligation to indemnify us for certain
    liabilities and our obligation to indemnify Quicksilver for
    certain liabilities;
    our obligation to reimburse Quicksilver for all expenses
    incurred by Quicksilver (or payments made on our behalf) in
    conjunction with Quicksilvers provision of general and
    administrative services to us, including salary and benefits of
    Quicksilver personnel, our public company expenses, general and
    administrative expenses and salaries and benefits of our
    executive management who are Quicksilvers
    employees; and
    our obligation to reimburse Quicksilver for all insurance
    coverage expenses it incurs or payments it makes with respect to
    our assets.    66




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##### Table of Contents



2009


Estimates for
    2010(in millions)


(in millions)Reimbursement of general and administrative expenses

$
2.8


$
3.2Reimbursement of public company expenses


2.1



2.3Reimbursement of compensation and benefits for executive
    management of our general partner


0.3



0.2Total

$
5.2


$
5.7       Reimbursement
    of Operating and General and Administrative
    Expense
    Indemnification
      (i)
    our failure as of the closing date of our IPO to have valid
    easements, fee title or leasehold interests in and to the lands
    on which our assets are located, to the extent such failure
    renders us unable to use or operate our assets in substantially
    the same manner in which they were used and operated immediately
    prior to the closing of our IPO;  (ii)
    our failure as of the closing date of our IPO to have any
    consent or governmental permit necessary to allow (a) the
    transfer of assets from Quicksilver to us at the closing of our
    IPO or (b) us to use or operate our assets in substantially
    the same manner in which they were used and operated immediately
    prior to the closing of our IPO;  (iii)
    all income tax liabilities      (c)
    arising under Treasury
    Regulation Section 1.1502-6
    and any similar provision from state, local or foreign
    applicable law, by contract, as successor or transferee or
    otherwise, and which income tax is attributable to having been a
    member of any consolidated, combined or unitary group prior to
    the closing of our IPO; and 67




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##### Table of Contents



(iv)
    the fire, personal injury and related personal and property
    damage arising from the accident at the Cowtown Plant that
    occurred on May 25, 2007.      Competition
          Contracts
    with Affiliates
  Agreements
    with Related Parties
    Equity
    Awards to Certain Quicksilver Executive Officers
   68




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##### Table of Contents



Policies
    and Procedures for Review and Approval of Transactions with
    Related Parties
    Director
    Independence
  (http://www.kgslp.com/corporate/corporate_governance).
  Presiding
    Non-Management Director and Executive Sessions
    Communication
    with the Board
  (888) 651-6239.
 69




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Fees Billed For The Year Ended December 31,2009


2008Audit
    fees(1)

$
353,766


$
364,500Audit-related
    fees (2)


-



-Tax
    fees (3)


-



-All other
    fees (4)


172,836



-Total

$
526,602


$
364,500   (1)

    
    Includes fees for audits of annual financial statements and
    reviews of the related quarterly financial statements.(2)

    
    There were no audit-related fees for 2009 or 2008.(3)

    
    There were no tax fees billed for 2009 or 2008.(4)

    
    Includes fee related to the secondary offering.   70




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules      Form 10-K.
                    Exhibit No.

Description2
.1

Purchase and Sale Agreement, dated December 10, 2009, among
    Cowtown Pipeline L.P., Quicksilver Gas Services LP and Cowtown
    Pipeline Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed December 10, 2009 and included herein by reference).*2
.2

Letter Agreement, dated December 29, 2009, among Cowtown
    Pipeline L.P., Quicksilver Gas Services LP and Cowtown Pipeline
    Partners L.P.3
.1

Certificate of Limited Partnership of Quicksilver Gas Services
    LP (filed as Exhibit 3.1 to the Companys
    Form S-1,
    File
    No. 33-140599,
    filed February 12, 2007 and included herein by reference).3
.2

Second Amended and Restated Agreement of Limited Partnership of
    Quicksilver Gas Services LP, dated February 19, 2008 (filed
    as Exhibit 3.1 to the Companys
    Form 8-K
    filed February 22, 2008 and included herein by reference).3
.3

Certificate of Formation of Quicksilver Gas Services GP LLC
    (filed as Exhibit 3.3 to the Companys
    Form S-1,
    File
    No. 333-140599,
    filed February 12, 2007 and included herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Quicksilver Gas Services GP LLC, dated July 24, 2007
    (filed as Exhibit 3.4 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).4
.1

Form of Common Unit Certificate (filed as Exhibit 4.1 to
    the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).10
.1

Assignment and Conveyance, effective April 30, 2007,
    between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P.
    (filed as Exhibit 10.13 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(a)

Form of Assignment, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(a) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(b)

Schedule of Assignments, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(b) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.3

Credit Agreement, dated as of August 10, 2007, among
    Quicksilver Gas Services LP and the lenders and agents
    identified therein (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.4

First Amendment to Credit Agreement, dated as of
    October 10, 2008, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 14, 2008 and included herein by reference). 71




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##### Table of Contents



10
.5

Second Amendment to Credit Agreement, dated as of
    October 22, 2009, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 22, 2009 and included herein by reference).10
.6

Subordinated Promissory Note, dated as of August 10, 2007,
    made by Quicksilver Gas Services LP payable to the order of
    Quicksilver Resources Inc. (filed as Exhibit 10.2 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.7

Omnibus Agreement, dated August 10, 2007, among Quicksilver
    Gas Services LP, Quicksilver Gas Services GP LLC and Quicksilver
    Resources Inc. (filed as Exhibit 10.4 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).*10
.8

Extension Agreement, dated December 3, 2008, between
    Quicksilver Gas Services LP and Quicksilver Resources Inc.10
.9

Option, Right of First Refusal, and Waiver in Amendment to
    Omnibus Agreement and Gas Gathering and Processing Agreement,
    dated as of June 9, 2009, among Quicksilver Resources Inc.,
    Quicksilver Gas Services LP, Quicksilver Gas Services GP LLC,
    Cowtown Pipeline Partners L.P. and Cowtown Gas Processing
    Partners L.P. (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed June 11, 2009 and included herein by reference).10
.10

Waiver, dated November 19, 2009, by Quicksilver Gas
    Services GP LLC (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference).10
.11

Waiver, dated November 19, 2009, by Quicksilver Resources
    Inc. (filed as Exhibit 10.2 to the Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference).10
.12

Services and Secondment Agreement, dated August 10, 2007,
    between Quicksilver Resources Inc. and Quicksilver Gas Services
    GP LLC (filed as Exhibit 10.5 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.13

Contribution, Conveyance and Assumption Agreement, dated
    August 10, 2007, among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, Cowtown Gas Processing L.P.,
    Cowtown Pipeline L.P., Quicksilver Gas Services Holdings LLC,
    Quicksilver Gas Services Operating GP LLC, Quicksilver Gas
    Services Operating LLC and the private investors named therein
    (filed as Exhibit 10.3 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.14

Sixth Amended and Restated Gas Gathering and Processing
    Agreement, dated September 1, 2008, among Quicksilver
    Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed November 6, 2008 and included herein by reference).*+10
.15

Addendum and Amendment to Gas Gathering and Processing Agreement
    Mash Unit Lateral, effective as of January 1, 2009, among
    Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and
    Cowtown Gas Processing Partners L.P.*+10
.16

Quicksilver Gas Services LP Second Amended and Restated 2007
    Equity Plan.+ 10
.17

Form of Phantom Unit Award Agreement for Directors
    (3-year)
    (filed as Exhibit 10.8 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.18

Form of Phantom Unit Award Agreement for Directors
    (1-year)
    (filed as Exhibit 10.9 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.19

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Cash) (filed as Exhibit 10.10 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.20

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Units) (filed as Exhibit 10.11 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).+ 10
.21

Form of Indemnification Agreement by and between Quicksilver Gas
    Services GP LLC and its officers and directors (filed as
    Exhibit 10.7 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).*21
.1

List of Subsidiaries of Quicksilver Gas Services LP.*23
.1

Consent of Deloitte & Touche LLP.*31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.   *
    
    Filed herewith+
    
    Identifies management contracts and compensatory plans or
    arrangements. 72




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##### Table of Contents



SIGNATURES    QUICKSILVER GAS SERVICES LPBy: QUICKSILVER GAS SERVICES GP LLC,
    General PartnerBy:     /s/ Thomas F.
    Darden                      Thomas
    F. DardenDated: March 15, 2010



President and Chief Executive Officer     SIGNATURE

TITLE

DATE/s/  Glenn
    DardenGlenn
    Darden

Chairman of the Board; Director

March 15, 2010/s/  Thomas
    F. DardenThomas
    F. Darden

President and Chief Executive Officer (Principal Executive
    Officer); Director

March 15, 2010/s/  Jeff
    CookJeff
    Cook

Executive Vice President  Chief Operating Officer;
    Director

March 15, 2010/s/  Philip
    CookPhilip
    Cook

Senior Vice President  Chief Financial Officer
    (Principal Financial Officer); Director

March 15, 2010/s/  John
    ReganJohn
    Regan

Vice President  Chief Accounting Officer (Principal
    Accounting Officer)

March 15, 2010/s/  Alvin
    BledsoeAlvin
    Bledsoe

Director

March 15, 2010/s/  Philip
    D. GettigPhilip
    D. Gettig

Director

March 15, 2010/s/  John
    W. Somerhalder IIJohn
    W. Somerhalder II

Director

March 15, 2010  73




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description2
.1

Purchase and Sale Agreement, dated December 10, 2009, among
    Cowtown Pipeline L.P., Quicksilver Gas Services LP and Cowtown
    Pipeline Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed December 10, 2009 and included herein by reference).*2
.2

Letter Agreement, dated December 29, 2009, among Cowtown
    Pipeline L.P., Quicksilver Gas Services LP and Cowtown Pipeline
    Partners L.P.3
.1

Certificate of Limited Partnership of Quicksilver Gas Services
    LP (filed as Exhibit 3.1 to the Companys
    Form S-1,
    File
    No. 33-140599,
    filed February 12, 2007 and included herein by reference).3
.2

Second Amended and Restated Agreement of Limited Partnership of
    Quicksilver Gas Services LP, dated February 19, 2008 (filed
    as Exhibit 3.1 to the Companys
    Form 8-K
    filed February 22, 2008 and included herein by reference).3
.3

Certificate of Formation of Quicksilver Gas Services GP LLC
    (filed as Exhibit 3.3 to the Companys
    Form S-1,
    File
    No. 333-140599,
    filed February 12, 2007 and included herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Quicksilver Gas Services GP LLC, dated July 24, 2007
    (filed as Exhibit 3.4 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).4
.1

Form of Common Unit Certificate (filed as Exhibit 4.1 to
    the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).10
.1

Assignment and Conveyance, effective April 30, 2007,
    between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P.
    (filed as Exhibit 10.13 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(a)

Form of Assignment, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(a) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(b)

Schedule of Assignments, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(b) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.3

Credit Agreement, dated as of August 10, 2007, among
    Quicksilver Gas Services LP and the lenders and agents
    identified therein (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.4

First Amendment to Credit Agreement, dated as of
    October 10, 2008, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 14, 2008 and included herein by reference).10
.5

Second Amendment to Credit Agreement, dated as of
    October 22, 2009, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 22, 2009 and included herein by reference).10
.6

Subordinated Promissory Note, dated as of August 10, 2007,
    made by Quicksilver Gas Services LP payable to the order of
    Quicksilver Resources Inc. (filed as Exhibit 10.2 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.7

Omnibus Agreement, dated August 10, 2007, among Quicksilver
    Gas Services LP, Quicksilver Gas Services GP LLC and Quicksilver
    Resources Inc. (filed as Exhibit 10.4 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).*10
.8

Extension Agreement, dated December 3, 2008, between
    Quicksilver Gas Services LP and Quicksilver Resources Inc.10
.9

Option, Right of First Refusal, and Waiver in Amendment to
    Omnibus Agreement and Gas Gathering and Processing Agreement,
    dated as of June 9, 2009, among Quicksilver Resources Inc.,
    Quicksilver Gas Services LP, Quicksilver Gas Services GP LLC,
    Cowtown Pipeline Partners L.P. and Cowtown Gas Processing
    Partners L.P. (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed June 11, 2009 and included herein by reference).10
.10

Waiver, dated November 19, 2009, by Quicksilver Gas
    Services GP LLC (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference).10
.11

Waiver, dated November 19, 2009, by Quicksilver Resources
    Inc. (filed as Exhibit 10.2 to the Companys
    Form 8-K
    filed November 23, 2009 and included herein by reference).10
.12

Services and Secondment Agreement, dated August 10, 2007,
    between Quicksilver Resources Inc. and Quicksilver Gas Services
    GP LLC (filed as Exhibit 10.5 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference). 74




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##### Table of Contents



10
.13

Contribution, Conveyance and Assumption Agreement, dated
    August 10, 2007, among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, Cowtown Gas Processing L.P.,
    Cowtown Pipeline L.P., Quicksilver Gas Services Holdings LLC,
    Quicksilver Gas Services Operating GP LLC, Quicksilver Gas
    Services Operating LLC and the private investors named therein
    (filed as Exhibit 10.3 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.14

Sixth Amended and Restated Gas Gathering and Processing
    Agreement, dated September 1, 2008, among Quicksilver
    Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed November 6, 2008 and included herein by reference).*+10
.15

Addendum and Amendment to Gas Gathering and Processing Agreement
    Mash Unit Lateral, effective as of January 1, 2009, among
    Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and
    Cowtown Gas Processing Partners L.P.*+10
.16

Quicksilver Gas Services LP Second Amended and Restated 2007
    Equity Plan.+ 10
.17

Form of Phantom Unit Award Agreement for Directors
    (3-year)
    (filed as Exhibit 10.8 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.18

Form of Phantom Unit Award Agreement for Directors
    (1-year)
    (filed as Exhibit 10.9 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.19

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Cash) (filed as Exhibit 10.10 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.20

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Units) (filed as Exhibit 10.11 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).+ 10
.21

Form of Indemnification Agreement by and between Quicksilver Gas
    Services GP LLC and its officers and directors (filed as
    Exhibit 10.7 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).*21
.1

List of Subsidiaries of Quicksilver Gas Services LP.*23
.1

Consent of Deloitte & Touche LLP.*31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.*32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.   *
    
    Filed herewith+
    
    Identifies management contracts and compensatory plans or
    arrangements. 75