10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number: 001-33631

CRESTWOOD MIDSTREAM PARTNERS 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.)
717 Texas Avenue, Suite 3150, Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

(832) 519-2200

(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
Common Units of Limited Partner Interests	NYSE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller Reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

As of June 30, 2010, the aggregate market value of the registrant’s common units held by non-affiliates of the registrant was approximately $219,284,367 based on the closing sale price of $19.42 as reported on the NYSE.

As of February 14, 2011, the registrant has 31,187,696 common units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

DEFINITIONS

As used in this annual report unless the context requires otherwise:

“Alliance Midstream Assets” means gathering and treating assets purchased from Quicksilver in January 2010 in the Alliance Airport area of Tarrant and Denton Counties, Texas

“Alliance System” means the Alliance Midstream Assets and subsequent additions

“Bbl” or “Bbls” means barrel or barrels

“Bbld” means barrel or barrels per day

“Btu” means British Thermal units, a measure of heating value

“CMLP” means Crestwood Midstream Partners LP and our wholly owned subsidiaries, formerly known as Quicksilver Gas Services LP (KGS), which now trades under the ticker symbol “CMLP”

“Credit Facility” means, prior to October 1, 2010, our senior secured credit facility, as amended, dated August 10, 2007; and effective October 1, 2010, means our new senior secured credit facility filed as Exhibit 10.6 and included herein

“Crestwood” means Crestwood Holdings Partners, LLC and its affiliates

“Crestwood Counties” means Hood, Somervell, Johnson, Tarrant, Hill, Parker and Bosque and Erath Counties in Texas

“Crestwood Holdings” means Crestwood Holdings LLC and its affiliates

“Crestwood Transaction” means the sale to Crestwood by Quicksilver of all its interests in CMLP that completed on October 1, 2010

“DOT” means the U.S. Department of Transportation

“EBITDA” means earnings before interest, taxes, depreciation and accretion

“EPA” means the U.S. Environmental Protection Agency

“Exchange Act” means the Securities Exchange Act of 1934, as amended

“FASB” means the Financial Accounting Standards Board, which promulgates accounting standards

“FASC” means the FASB Accounting Standards Codification

“FERC” means the Federal Energy Regulatory Commission

“First Reserve” means First Reserve Management, LP and certain of its affiliates

“GAAP” means generally accepted accounting principles in the U.S.

“General Partner” means Crestwood Gas Services GP LLC, formerly known as Quicksilver Gas Services GP LLC

“HCDS” means Hill County Dry System

“IPO” means our initial public offering completed on August 10, 2007

“KGS” means Quicksilver Gas Services L.P. (now known as CMLP or Crestwood Midstream Partners LP) and its wholly owned subsidiaries

“LADS” means Lake Arlington Dry System

“LIBOR” means London Interbank Offered Rate

“Management” means management of Crestwood Midstream Partners LP’s General Partner

“MMBtu” means million Btu

“Mcf” means thousand cubic feet

“MMcf” means million cubic feet

“MMcfd” means million cubic feet per day

“NGL” or “NGLs” means natural gas liquids

“NYSE” means the New York Stock Exchange

“Oil” includes crude oil and condensate

“Omnibus Agreement” means the Omnibus Agreement, dated October 8, 2010, among our General Partner and Crestwood

“OSHA” means Occupational Safety and Health Administration

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Quicksilver Gas Services LP, dated February 19, 2008, as amended

“Predecessor” means prior to our IPO, collectively Cowtown Pipeline L.P., Cowtown Pipeline Partners L.P., Cowtown Gas Processing L.P., and Cowtown Gas Processing Partners L.P.

“Quicksilver” means Quicksilver Resources Inc. and its wholly owned subsidiaries

“Quicksilver Counties” means Hood, Somervell, Johnson, Tarrant, Hill, Parker, Bosque and Erath Counties in Texas where Quicksilver conducts the majority of its U.S. operations

“Repurchase Obligation Waiver” means the waiver, dated November 2009, in which we and Quicksilver mutually agreed to waive all rights and obligations to transfer ownership of HCDS to KGS.

“SEC” means the U.S. Securities and Exchange Commission

“Tcfe” means trillion cubic feet of natural gas equivalents

“TRRC” means Texas Railroad Commission

“2007 Equity Plan” means the Crestwood Midstream Partners, LP Third Amended and Restated 2007 Equity Plan

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INDEX TO ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2010

PART I
	ITEM 1.	Business	6
	ITEM 1A.	Risk Factors	17
	ITEM 1B.	Unresolved Staff Comments	33
	ITEM 2.	Properties	33
	ITEM 3.	Legal Proceedings	34
	ITEM 4.	Reserved	34
PART II
	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
	ITEM 6.	Selected Financial Data	37
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
	ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	50
	ITEM 8.	Financial Statements and Supplementary Data	51
	ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	78
	ITEM 9A.	Controls and Procedures	78
	ITEM 9B.	Other Information	80
PART III
	ITEM 10.	Directors and Executive Officers and Corporate Governance	81
	ITEM 11.	Executive Compensation	85
	ITEM 12.	Security Ownership of Certain Management and Beneficial Owners and Management and Related Unitholder Matters	97
	ITEM 13.	Certain Relationships and Related Transactions and Director Independence	98
	ITEM 14.	Principal Accountant Fees and Services	102
PART IV
	ITEM 15.	Exhibits and Financial Statement Schedules	103
		Signatures	106
EX-10.6
EX-10.16
EX-10.18
EX-10.20
EX-10.22
EX-10.23
EX-10.24
EX-10.25
EX-10.26
EX-10.27
EX-10.28
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1

Except as otherwise specified and unless the context otherwise requires, references to the “Company,” “Crestwood Midstream,” “CMLP,” “we,” “us,” and “our” refer to Crestwood Midstream Partners LP and its consolidated subsidiaries. “Crestwood” refers to Crestwood Holdings Partners, LLC and its consolidated subsidiaries, excluding CMLP and Crestwood Gas Services GP LLC, our General Partner.

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FORWARD-LOOKING INFORMATION

Certain statements contained in this report and other materials we file with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “predict,” “strategy,” “expect,” “intend,” “plan,” “aim,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements and should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

•  changes in general economic conditions;

•  fluctuations in natural gas prices;

•  failure or delays by our customers in 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.

In addition, there are significant risks and uncertainties relating to our pending acquisition of the midstream assets in the Fayetteville Shale and Granite Wash plays from Frontier Gas Services, LLC (“Frontier”) and, if we acquire those assets, our ownership of such assets, including

•  the acquisition may not be consummated;

•  the representations, warranties, and indemnifications by Frontier are limited in the acquisition agreement and our diligence into the business has been limited; as a result, the assumptions on which our estimates of future results of the business have been based may prove to be incorrect in a number of material ways, resulting in our not realizing the expected benefits of the acquisition and our having limited recourse against Frontier;

•  financing the acquisition will substantially increase our leverage;

•  we may not be able to obtain debt financing for the acquisition on expected or acceptable terms, which would require us to draw on the committed bridge and make the acquisition less accretive;

•  the closing of the acquisition is not subject to a financing condition and our bridge does not backstop the equity portion of our purchase price or our equity commitments, which means we may be obligated to close the acquisition even if we do not have sufficient funds available to pay the purchase price;

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•  the acquisition could expose us to additional unknown and contingent liabilities;

•  we may not be able to successfully integrate the business, or our cost savings and other synergies from the transaction may not be fully realized or may take longer to realize than expected; and

•  we may experience disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers.

The list of factors is not exhaustive, and new factors may emerge or changes to these factors may occur that would impact our business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. All such risk factors are difficult to predict and are subject to material uncertainties that may affect actual results and may be beyond our control. The forward-looking statements included in this report are made only as of the date of this report, and we undertake no obligation to update any of these forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

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PART I

Item 1.   Business

General Overview

Crestwood Midstream Partners LP is a growth-oriented Delaware master limited partnership, or “MLP,” organized in 2007 to own, operate, acquire and develop midstream energy assets. Our common units are publicly-traded and listed on the NYSE under the symbol “CMLP.” Our General Partner is owned by Crestwood. First Reserve, a private equity firm with substantial investments in the energy industry, owns a significant equity interest in Crestwood. We are managed by our General Partner and conduct substantially all of our business through CMLP. Our principal executive offices are located at 717 Texas Avenue, Suite 3150, Houston, Texas 77002, our telephone number is 832-519-2200 and our website address is www.crestwoodlp.com.

With midstream assets in the Fort Worth Basin located in North Texas, we are engaged in the business of gathering, compressing, treating, processing and transporting natural gas. The Fort Worth Basin, which includes the Barnett Shale formation, is a proven crude oil and natural gas producing basin where drilling for crude oil began in 1912. A new fracturing technique which was introduced in the 1990’s, and combined with other advances in drilling and completion techniques, contributed to a significant increase in investment in and production from the basin over the past decade. We believe that these improved drilling and production techniques have made it one of the most important natural gas producing areas in the United States.

For the year ended December 31, 2010, all of our services are provided under long-term contracts with fee-based rates. A substantial part of our business is conducted with Quicksilver and governed by contracts which were entered into during 2007. The initial term of these contracts extend through 2020. Over 90% of our total natural gas gathering, processing and transportation throughput was comprised of natural gas production owned or controlled by Quicksilver during the year ended December 31, 2010. Approximately 11% of our gathered volumes are comprised of natural gas purchased by Quicksilver from Eni SpA and gathered under Quicksilver’s Alliance gathering agreement. Quicksilver has contractually dedicated to us all of the natural gas production it owns or controls from the wells that are currently connected to our gathering systems, as well as natural gas produced from future wells that are drilled within certain Quicksilver Counties. As a result, we expect this dedication will continue to expand as additional wells are connected to these gathering systems.

Crestwood Transaction

Transaction.  On October 1, 2010, the Crestwood Transaction closed and Quicksilver sold all of its ownership interests in Crestwood Midstream Partners LP to Crestwood. The Crestwood Transaction included:

•  Crestwood’s purchase of a 100% interest in Crestwood Gas Services GP LLC, our General Partner

•  5,696,752 common units and 11,513,625 subordinated units; and

•  $58 million subordinated note payable by Crestwood Midstream Partners LP.

Quicksilver received from Crestwood $701 million cash and has the right to receive additional cash payments from Crestwood in 2012 and 2013 of up to $72 million in the aggregate. The additional payments will be determined by an earn-out formula which is based upon our actual gathering volumes during 2011 and 2012, and if earned would be an obligation of Crestwood and not an obligation of Crestwood Midstream Partners LP. The earn-out provision was designed to provide additional incentive for our largest customer, Quicksilver, to maximize volumes through our pipeline systems and processing facilities.

Name and Ticker Symbol Change.  On October 4, 2010, our name changed from Quicksilver Gas Services LP to Crestwood Midstream Partners LP and our ticker symbol on the NYSE for our publicly traded common units changed from “KGS” to “CMLP.”

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The Crestwood Transaction did not have any direct impact to our historical financial statements as previously reported. However, during October 2010, the following significant matters occurred:

•  recognition of approximately $3.6 million of costs associated with the vesting of equity-based compensation of our phantom units in accordance with the change-in-control provisions of our 2007 Equity Plan;

•  acceleration of amounts due under our old $320 million credit facility, which was replaced with a new $400 million Credit Facility;

•  termination of our omnibus agreement with Quicksilver, which was replaced with a new Omnibus Agreement;

•  termination of our Services and Secondment Agreement with Quicksilver which we replaced with a Transition Services Agreement with Quicksilver;

•  extension of the tenor of all of our gathering and processing agreements with Quicksilver to 2020; and

•  change to a fixed gathering rate of $0.55 per Mcf for the Alliance System for Quicksilver to replace the variable rate which had a range of $0.40 to $0.55 per Mcf.

Subordinated Units Termination.  Under the terms of our partnership agreement and upon the payment of our quarterly cash distribution to unitholders on November 12, 2010, our subordination period ended. As a result, our 11,513,625 subordinated units held by Crestwood converted into common units on a one for one basis on November 15, 2010. The conversion of the subordinated units did not impact the amount of cash distributions paid. The conversion had no impact on our calculation of net income per limited partner unit since the subordinated units were previously included in our historical net income per limited partner unit calculation.

Subordinated Note Conversion.  On October 18, 2010, our Subordinated Note payable to Crestwood was converted into common units, based upon the average closing common unit price for a 20 trading-day period that ended October 15, 2010. The conversion of the Subordinated Note was unanimously approved by the conflicts committee of our General Partner’s board of directors and resulted in the issuance of 2,333,712 of our common units in exchange for the outstanding balance of the Subordinated Note at the time of conversion.

Credit Agreement.  On October 1, 2010, we entered into a new $400 million five-year senior secured revolving credit facility, which can be expanded to a maximum of $500 million. This revolving credit facility matures on October 1, 2015 and bears interest at the applicable LIBOR plus applicable margins of 2.75%. The new Credit Facility is secured by substantially all of CMLP’s and its subsidiaries’ assets and is guaranteed by CMLP’s subsidiaries.

As of December 31, 2010 our ownership is as follows:

	Ownership Percentage
	Crestwood			Public			Total
General partner interest		1.5	%		—			1.5	%
Limited partner interest:
Common unitholders		61.7	%		36.8	%		98.5	%
Total interests		63.2	%		36.8	%		100.0	%

Recent Events

On February 18, 2011, we entered into a Purchase and Sale Agreement (the “Frontier Purchase and Sale Agreement”) with Frontier Gas Services, LLC, a Delaware limited liability company (“Frontier”), pursuant to which we agreed to acquire midstream assets (the “Frontier Assets”) in the Fayetteville Shale and the Granite Wash plays for a purchase price of approximately $338 million, with an additional $15 million to be paid to Frontier if certain operational objectives are met within six-months of the closing date (the “Frontier Acquisition”). The final purchase price is payable in cash, and we expect to finance the purchase through a combination of equity and debt as described below. Consummation of the Frontier Acquisition is subject to customary closing conditions and

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regulatory approval. There can be no assurance that these closing conditions will be satisfied. We expect to close the Frontier Acquisition in the second quarter of 2011.

On February 18, 2011, we entered into a Class C Unit Purchase Agreement (the “Class C Unit Purchase Agreement”) with the purchasers named therein (the “Class C Unit Purchasers”) to sell approximately 6.2 million Class C Units in a private placement. The negotiated purchase price for the Class C Units is $24.50 per unit, resulting in gross proceeds to us of approximately $153 million. If the closing of the private placement is after the record date for our first quarter 2011 distribution in respect of our Common Units, the price per Class C Unit will be reduced by such distribution, but the total purchase price will remain $153 million, and the number of Class C Units issued will be increased accordingly. We intend to use the net proceeds from the private placement to fund a portion of the purchase price for the Frontier Acquisition. The private placement of the Class C Units pursuant to the Class C Unit Purchase Agreement is being made in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D thereof. The closing of the private placement is subject to certain conditions including (i) the closing of the Frontier Acquisition, (ii) the receipt of, or binding commitments to fund the Frontier Acquisition through (A) equity proceeds of not less than $150 million pursuant to the Class C Unit Purchase Agreement, and (B) debt financing of not less than $185 million from the issuance or incurrence of (x) borrowings under our Credit Facility, (y) borrowings under a bridge facility, and/or (z) senior unsecured notes, senior subordinated notes and/or other debt securities, with the weighted average total effective yield for the aggregate of all debt in this item (ii)(B) to be no more than 8.75%, (iii) the adoption of an amendment to our Partnership Agreement to establish the terms of the Class C Units, (iv) NYSE approval for listing of the Common Units to be issued upon conversion of the Class C Units, and (v) our filing of this annual report with the SEC.

In connection to the Class C Unit Purchase Agreement, we have agreed to enter into a registration rights agreement with the Class C Unit Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, upon request of a Class C Unit holder, we will be required to file a resale registration statement to register (i) the Class C Units issued pursuant to the Class C Unit Purchase Agreement, (ii) the Common Units issuable upon conversion of the Class C Units issued, (iii) any Class C Units issued in respect of the Class C Units as a distribution in kind in lieu of cash distributions and (iv) any Class C Units issued as liquidated damages under the Registration Rights Agreement, as soon as practicable after such request.

In connection with the proposed Frontier Acquisition, we obtained a commitment from UBS Loan Finance LLC, UBS Securities LLC, BNP Paribas, BNP Paribas Securities Corp., Royal Bank of Canada, RBC Capital Markets, RBS Securities Inc. and the Royal Bank of Scotland plc for senior unsecured bridge loans in an aggregate amount up to $200 million (the “Bridge Loans”). The commitment will expire upon the earliest to occur of (i) the termination of the Frontier Purchase and Sale Agreement in accordance with its own terms or (ii) 90 days after February 18, 2011.

The foregoing description of the Frontier Purchase and Sale Agreement and the Class C Unit Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Frontier Purchase and Sale Agreement and Class C Unit Purchase Agreement, which are attached as Exhibit 2.3 and Exhibit 10.21, respectively to this annual report on Form 10-K and are included herein by reference.

Business Strategy

Our primary business objective is to increase the value of our unitholders’ investment in us by increasing and expanding our sources of fee-based cash flow which should lead to increased distributable cash flow and distributions per unit. We intend to achieve this objective by executing the following business strategies:

•  Pursuing midstream acquisitions.  We intend to pursue strategic midstream acquisition opportunities that would diversify and extend our geographic, customer and business profile and provide visible organic growth opportunities for us.

•  Increasing utilization of existing assets and prudently expanding our pipeline capacity to meet our customers’ gathering, processing and treating needs.  Quicksilver, which has contractually dedicated additional volumes to our systems, has publicly announced a drilling program in the Fort Worth Basin for 2011 that we expect to result in increased volumes through our assets. While it may be necessary for us to

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incur capital expenditures to accommodate these additional volumes in certain areas, we expect that our budgeted capital expenditures of $37 million for 2011, including both growth capital and maintenance capital, will be adequate to meet these needs.

•  Attracting new customers and volumes to our existing facilities.  We believe that the Fort Worth Basin will continue to be an area of significant capital investment by energy companies. We aim to attract increased gathering, processing and treating volumes by marketing our midstream services, expanding our gathering system and providing superior customer service to these natural gas producers. Further, we believe that the high cost of entry into the midstream business serves as a barrier to competitors entering the market and enhances our ability to compete for third parties’ volumes.

•  Minimizing commodity price exposure and maintaining a disciplined financial policy.  Where possible, we intend to continue to pursue fee-based service agreements which allow us to minimize significant direct commodity price exposure. We also intend to follow a disciplined financial policy by maintaining a prudent cash distribution policy and capital structure.

Business Strengths

We believe that we are well positioned to successfully execute our primary business objective and business strategies due to the following competitive strengths:

•  Our assets are strategically located in the Fort Worth Basin.  The Fort Worth Basin remains one of the most important natural gas producing areas in the United States. We believe that our established position in this area, together with anticipated growth in production from Quicksilver and other producers, gives us an opportunity to expand our gathering system footprint and increase our throughput volumes and plant utilization, ultimately increasing cash flows.

•  We provide an integrated package of midstream services.  We provide a broad range of bundled midstream services to natural gas producers, including gathering, compressing, treating and processing natural gas and delivering NGLs.

•  We have the financial flexibility to pursue growth opportunities.  At December 31, 2010, the lenders’ commitments under our Credit Facility were $400 million and could expand our borrowing capacity up to $500 million, if certain financial ratios are achieved and we seek and receive lender approval. Based on our results through December 31, 2010, our total borrowing capacity was $393 million and our borrowings were $283.5 million. Our credit agreement matures on October 1, 2015. We believe that the current and future capacity under the Credit Facility, combined with internally generated funds and our ability to access the capital markets, will enable us to complete all of our near-term growth projects.

•  We have an experienced, knowledgeable management team with a proven record of performance.  Our management team has a proven record of enhancing value through the acquisition, integration, development and operation of midstream assets in our industry. We believe that this team provides us with a strong foundation for developing additional natural gas gathering and processing assets and pursuing strategic acquisition opportunities.

Acquisitions

We have made the following acquisition from Quicksilver:

Alliance Acquisition.  On January 6, 2010, we acquired certain midstream assets from an affiliate, Quicksilver, consisting of a gathering system and a compression facility with a total capacity of 115 MMcfd, an amine treating facility with capacity of 180 MMcfd and a dehydration treating facility with capacity of 200 MMcfd in the Alliance Airport area of Tarrant and Denton Counties, Texas. We refer to these assets collectively as the “Alliance Midstream Assets” and the acquisition as the “Alliance Acquisition.” This system gathers natural gas produced by customers and delivers it to unaffiliated pipelines for further transport downstream. The consideration we paid consisted of $95.2 million in cash that was subsequently reduced to $84.4 million due to a purchase price adjustment based on the timing of construction costs of the system. The

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board of directors of our General Partner approved the Alliance Acquisition, including the approval of the conflicts committee of our General Partners board of directors.

Our Assets and Areas of Operation

We conduct all of our operations in the midstream sector of the energy industry with all of our operations conducted in the Fort Worth Basin in Texas. Our operations are organized into a single business segment which engages in gathering, compressing, processing, treating and transporting natural gas production in the United States.

As of December 31, 2010, we manage approximately 500 miles of natural gas gathering pipelines that range in size from 4 to 20 inches in diameter. Our assets consist of one natural gas treating facility, two gas processing facilities, and one NGL pipeline. Our assets are all located in the Fort Worth Basin in North Texas.

We conduct our operations through our Cowtown System, Lake Arlington Dry System and Alliance Midstream Assets and formerly Hill County Dry System as described below:

Cowtown System

The Cowtown System located principally in Hood and Somervell Counties in the southern portion of the Fort Worth Basin, includes:

•  the Cowtown Pipeline, consisting of a gathering system and related 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 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 sale downstream.

At the Cowtown and Corvette plants, our customers’ residue gas is delivered to several large unaffiliated parties for further transport downstream and their extracted NGLs are delivered to two large unaffiliated pipelines through our NGL pipeline. For 2010, the Cowtown and Corvette plants had a total average throughput of 128 MMcfd of natural gas, resulting in average NGL recovery of 16,754 Bbld.

Lake Arlington Dry System

The LADS, located in eastern Tarrant County, consists of a gas gathering system and related gas compression facility with capacity of 230 MMcfd. This system gathers natural gas produced by our customers and delivers it to unaffiliated pipelines for sale downstream.

Alliance Midstream Assets

During 2010, we completed the purchase of the Alliance Midstream Assets from Quicksilver for a purchase price of $84.4 million, which with subsequent additions we refer to as the Alliance System. The Alliance System consists of a gathering system and related compression facility with a capacity of 300 MMcfd, an amine treating facility with capacity of 360 MMcfd and a dehydration treating facility with capacity of 300 MMcfd. This system gathers natural gas produced by our customers and delivers it to unaffiliated pipelines for sale downstream. The majority of the Alliance Midstream Assets operations commenced service in September 2009, although less significant operations had been conducted prior to that time. Because the purchase of the Alliance Midstream Assets was conducted among entities then under common control, GAAP requires the inclusion of the Alliance System’s revenue and expenses in our income statements for all periods presented, including periods prior to our purchase of the system.

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Hill County Dry System

As more fully described in Note 2 to our consolidated financial statements, our financial information through November 2009 had included the operations of a gathering system in Hill County, Texas. The HCDS gathers natural gas and delivers it to unaffiliated pipelines for further transport and sale downstream. As of November 2009, the revenue and expenses directly attributable to the HCDS for the periods prior to November 2009 have been retrospectively reported as discontinued operations based upon the execution of the Repurchase Obligation Waiver. The HCDS had previously been subject to a repurchase obligation since its 2007 sale to Quicksilver. All repurchase obligations to Quicksilver were concluded by December 31, 2009. Additionally, as a part of the Crestwood Transaction, we have agreed to operate the HCDS on behalf of Quicksilver which retained its ownership. We operate the HCDS pursuant to an operating agreement between Quicksilver and us effective as of the Crestwood Transaction.

Since our inception, we have made substantial capital expenditures to increase our asset base in the Fort Worth Basin. We anticipate that we will continue to make capital expenditures as Quicksilver continues to develop its assets in the Fort Worth Basin.

All of our pipelines are constructed on rights-of-way granted by the owners of the property. We have obtained, where necessary, license or permit agreements from public authorities and railroad companies to cross over or under, or to lay facilities in or along, waterways, roads, railroad properties and state highways, as applicable. In some cases, property on which our pipeline was built was purchased in fee.

We believe that, subject to any encumbrances, we have satisfactory title to our assets. We do not believe that any of these encumbrances will materially reduce the value of our properties or our interest in these properties or interfere with their use in the operation of our business.

Competition

We have a dedication from Quicksilver for all of its natural gas production from the Quicksilver Counties including all the areas served by our Cowtown System, our LADS and for the areas served by the Alliance Midstream Assets through 2020. We believe that this dedication reduces the likelihood that a competitor could effectively compete for Quicksilver’s gathering and processing business within the Quicksilver Counties.

If we expand our business in the future, either through organic growth or acquisitions, we could face increased competition. We anticipate that our primary competitors for unaffiliated volumes in the Fort Worth Basin are Crosstex Energy LP, DCP Midstream LLC and Energy Transfer Partners, L.P. We believe that we are able to compete with these companies based on processing efficiencies, operational costs, commercial terms offered to producers and capital expenditures requirements, along with the location and available capacity of our gathering systems and processing plants.

Customers and Concentration of Credit Risk

During 2010, Quicksilver accounted for more than 90% of our revenues, making it the largest user of our service offerings. No other customer contributed in excess of 10% of our revenues. Quicksilver is an independent oil and natural gas company based in Fort Worth, Texas with a considerable presence and operating history in the Fort Worth Basin. As of September 30, 2010, Quicksilver had drilled approximately 950 wells in the Fort Worth Basin, including approximately 76 wells drilled during 2010. In addition, Quicksilver holds approximately 163,000 net acres in the Fort Worth Basin, with more than 10 years of drilling inventory. Although Quicksilver continues to develop its resources in the Quicksilver Counties, a downturn in their future drilling program could reduce the volumes gathered, treated and processed in our facilities if not replaced by other producers in those areas. In addition, a default in Quicksilver’s payment to us for our services could have a material impact in our cash flows.

Governmental Regulation

Regulation of our business may affect certain aspects of our operations and the market for our products and services. State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory requirements, complaint-based rate regulation or general utility regulation.

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We are subject to rate regulation, as implemented by the TRRC, and have tariffs on file with them. Generally, the TRRC has the authority to ensure that utility rates are just and reasonable and not discriminatory. The rates we charge for intrastate services are deemed just and reasonable unless otherwise challenged. We cannot predict whether such a challenge will be filed against us or whether the TRRC will change its regulation of these rates. Failure to comply with the utilities regulations can result in the imposition of administrative, civil and criminal remedies. To date, there has been no adverse effect to our system due to this regulation.

The TRRC also generally requires gatherers to perform services without discrimination as to source of supply or producer. This may restrict our ability to decide whose natural gas we gather.

Our assets include an intrastate common carrier NGL pipeline subject to the regulation of the TRRC, which requires that our NGL pipelines file tariff publications that contain all the rules and regulations governing the rates and charges for services we perform. NGL pipeline rates may be limited to provide no more than a fair return on the aggregate value of the pipeline property used to render services.

Gathering pipeline regulation.  Section 1(b) of the Natural Gas Act, or “NGA”, exempts natural gas gathering facilities from the jurisdiction of FERC. Our natural gas gathering activity is not subject to Internet posting requirements imposed by FERC as a result of FERC’s market transparency initiatives. We believe that our natural gas pipelines meet the traditional tests that FERC has used to determine that a pipeline is a gathering pipeline and is, therefore, not subject to FERC jurisdiction. The distinction between FERC-regulated transmission services and federally unregulated gathering services, however, is the subject of substantial, on-going litigation, so the classification and regulation of our gathering facilities are subject to change based on future determinations by FERC, the courts or Congress. State regulation of gathering facilities generally includes various safety, environmental and, in some circumstances, nondiscriminatory take requirements and complaint-based rate regulation. In recent years, FERC has taken a more light-handed approach to regulation of the gathering activities of interstate pipeline transmission companies, which has resulted in a number of such companies transferring gathering facilities to unregulated affiliates. As a result of these activities, natural gas gathering may begin to receive greater regulatory scrutiny at both the state and federal levels. Our natural gas gathering operations could be adversely affected should they be subject to more stringent application of state or federal regulation of rates and services. Our natural gas gathering operations also may be or become subject to additional safety and operational regulations relating to the design, installation, testing, construction, operation, replacement and management of gathering facilities. Additional rules and legislation pertaining to these matters are considered or adopted from time to time. We cannot predict what effect, if any, such changes might have on our operations, but the industry could be required to incur additional capital expenditures and increased costs depending on future legislative and regulatory changes.

Our natural gas gathering operations are subject to ratable take and common purchaser statutes. These statutes generally require our gathering pipelines to take natural gas without undue discrimination as to source of supply or producer. These statutes are designed to prohibit discrimination in favor of one producer over another producer or one source of supply over another source of supply. The regulations under these statutes can have the effect of imposing some restrictions on our ability as an owner of gathering facilities to decide with whom we contract to gather natural gas. The state in which we operate has adopted a complaint-based regulation of natural gas gathering activities, which allows natural gas producers and shippers to file complaints with state regulators in an effort to resolve grievances relating to gathering access and rate discrimination. We cannot predict whether such a complaint will be filed against us in the future. Failure to comply with state regulations can result in the imposition of administrative, civil and criminal remedies. To date, there has been no adverse effect to our systems due to these regulations.

Safety and Maintenance Regulation

We are subject to regulation by the Pipeline and Hazardous Materials Safety Administration, or “PHMSA,” of the DOT pursuant to the Natural Gas Pipeline Safety Act of 1968, or the “NGPSA,” and the Pipeline Safety Improvement Act of 2002, or the “PSIA,” which was recently reauthorized and amended by the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006. The NGPSA regulates safety requirements in the design, construction, operation and maintenance of gas pipeline facilities, while the PSIA establishes mandatory inspections for all U.S. liquid and gas transportation pipelines and some gathering lines in high-population areas.

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The PHMSA has developed regulations implementing the PSIA that require transportation pipeline operators to implement integrity management programs, including more frequent inspections and other measures to ensure pipeline safety in “high consequence areas,” such as high population areas, areas unusually sensitive to environmental damage and commercially navigable waterways. We, or the entities in which we own an interest, inspect our pipelines regularly in compliance with state and federal maintenance requirements.

States are largely preempted by federal law from regulating pipeline safety for interstate lines but most are certified by the DOT to assume responsibility for enforcing federal intrastate pipeline regulations and inspection of intrastate pipelines. In practice, because states can adopt stricter standards for intrastate pipelines than those imposed by the federal government for interstate lines, states vary considerably in their authority and capacity to address pipeline safety. We do not anticipate any significant difficulty in complying with applicable state laws and regulations. Our pipelines have operations and maintenance plans designed to keep the facilities in compliance with pipeline safety requirements.

In addition, we are subject to a number of federal and state laws and regulations, including the OSHA and comparable state statutes, the purposes of which are to protect the health and safety of workers, both generally and within the pipeline industry. In addition, the OSHA hazard communication standard, the EPA’s community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our operations and that such information be provided to employees, state and local government authorities and citizens.

We and the entities in which we own an interest are also subject to OSHA Process Safety Management regulations, as well as the EPA’s Risk Management Program, or “RMP,” which are designed to prevent or minimize the consequences of catastrophic releases of toxic, reactive, flammable or explosive chemicals. These regulations apply to any process which involves a chemical at or above specified thresholds or any process which involves flammable liquid or gas in excess of 10,000 pounds. We have an internal program of inspection designed to monitor and enforce compliance with worker safety requirements. We believe that we are in material compliance with all applicable laws and regulations relating to worker health and safety.

Environmental Matters

General.  Our operation of pipelines, plants and other facilities for the gathering, processing, compression, treating and transporting of natural gas and other products is subject to stringent and complex federal, state and local laws and regulations relating to the protection of the environment. As an owner or operator of these facilities, we must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or impact our business activities in many ways, such as:

•  requiring the installation of pollution-control equipment or otherwise restricting the way we can handle or dispose of our wastes;

•  limiting or prohibiting construction activities in sensitive areas, such as wetlands, coastal regions or areas inhabited by endangered or threatened species;

•  requiring investigatory and remedial actions to mitigate or eliminate pollution conditions caused by our operations or attributable to former operations; and

•  enjoining the operations of facilities deemed to be in non-compliance with such environmental laws and regulations and permits issued pursuant thereto.

Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of investigatory and remedial obligations and the issuance of orders enjoining future operations or imposing additional compliance requirements. Certain environmental statutes impose strict, and in some cases, joint and several liability for costs required to clean up and restore sites where hazardous substances, hydrocarbons or wastes have been disposed or otherwise released, thus, we may be subject to environmental liability at our currently owned or operated facilities for conditions caused prior to our involvement.

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The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment, and thus, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation and actual future expenditures may be different from the amounts we currently anticipate. We try to anticipate future regulatory requirements that might be imposed and plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance. We also actively participate in industry groups that help formulate recommendations for addressing existing or future regulations.

We do not believe that compliance with current federal, state or local environmental laws and regulations will have a material adverse effect on our business, financial position or results of operations or cash flows. In addition, we believe that the various environmental activities in which we are presently engaged are not expected to materially interrupt or diminish our operational ability to gather, process, compress, treat and transport natural gas. We can make no assurances, however, that future events, such as changes in existing laws or enforcement policies, the promulgation of new laws or regulations or the development or discovery of new facts or conditions will not cause us to incur significant costs. Below is a discussion of several of the material environmental laws and regulations that relate to our business. We believe that we are in material compliance with applicable environmental laws and regulations.

Hazardous substances and waste.  Our operations are subject to environmental laws and regulations relating to the management and release of hazardous substances, solid and hazardous wastes and petroleum hydrocarbons. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste and may impose strict, and in some cases, joint and several liability for the investigation and remediation of affected areas where hazardous substances may have been released or disposed. For instance, the Comprehensive Environmental Response, Compensation, and Liability Act, referred to as “CERCLA” or the “Superfund law,” and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons. These persons include current owners or operators of the site where a release of hazardous substances occurred, prior owners or operators that owned or operated the site at the time of the release, and companies that disposed or arranged for the disposal of the hazardous substances found at the site. Under CERCLA, these persons may be subject to strict and joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover the costs they incur from the responsible classes of persons. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Despite the “petroleum exclusion” of CERCLA Section 101(14), which currently encompasses natural gas, we may nonetheless handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of our ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

We also generate solid wastes, including hazardous wastes, which are subject to the requirements of the Resource Conservation and Recovery Act, or “RCRA,” and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain petroleum production wastes are excluded from RCRA’s hazardous waste regulations. However, it is possible that these wastes, which could include wastes currently generated during our operations, will in the future be designated as “hazardous wastes” and, therefore, be subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations could have a material adverse effect on our maintenance capital expenditures and operating expenses.

We own or lease properties where hydrocarbons are being or have been handled. We have generally utilized operating and disposal practices that were standard in the industry at the time, although hydrocarbons or other wastes may have been disposed of or released on or under the properties owned or leased by us, or on or under the other locations where these hydrocarbons and wastes have been transported for treatment or disposal. In addition, certain of these properties have been operated by third parties whose treatment and disposal or release of hydrocarbons and other wastes was not under our control. These properties and the wastes disposed thereon

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may be subject to CERCLA, RCRA and analogous state laws. Under these laws, we could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners or operators), to clean up contaminated property (including contaminated groundwater) or to perform remedial operations to prevent future contamination. We are not currently aware of any facts, events or conditions relating to such requirements that could materially impact our financial condition, results of operations or cash flows.

Air emissions.  Our operations are subject to the Federal Clean Air Act, or the “CAA”, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including our compressor stations, and also impose various monitoring and reporting requirements. Such laws and regulations may require that we obtain pre-approval for the construction or modification of certain projects or facilities, obtain and strictly comply with air permits containing various emissions and operational limitations and utilize specific emission control technologies to limit emissions. Our failure to comply with these requirements could subject us to monetary penalties, injunctions, conditions or restrictions on operations and, potentially, criminal enforcement actions. We believe that we are in material compliance with these requirements. We may be required to incur certain capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining permits and approvals for air emissions. We believe, however, that our operations will not be materially adversely affected by such requirements, and the requirements are not expected to be any more burdensome to us than to any other similarly situated company.

Climate change.  In June 2009, the U.S. House of Representatives passed the American Clean Energy and Security Act of 2009. A similar bill introduced in the Senate, the Clean Energy Jobs and American Power Act, did not pass. Although the bills contained several differences, both contained the basic feature of establishing a “cap and trade” system for restricting greenhouse gas emissions in the U.S. Under such system, certain sources of greenhouse gas emissions would be required to obtain greenhouse gas emission “allowances” corresponding to their annual emissions of greenhouse gases. The number of emission allowances issued each year would decline as necessary to meet overall emission reduction goals. As the number of greenhouse gas emission allowances declines each year, the cost or value of allowances is expected to escalate significantly. It appears that the prospects for a cap and trade system such as that proposed in these bills have dimmed significantly since the 2010 midterm elections; however, some form of GHG legislation remains possible, and the EPA is moving ahead with its efforts to regulate GHG emissions from certain sources by rule. Any laws or regulations that may be adopted to restrict or reduce emissions of U.S. greenhouse gases could require us to incur increased operating costs associated with the venting or other emission of CO₂ and other GHGs in natural gas, and could have an adverse effect on demand for the natural gas and NGLs we gather and process. In addition, at least 20 states have already taken legal measures to reduce emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap and trade programs. Depending on the particular program, we could be required to purchase and surrender allowances, either for greenhouse gas emissions resulting from our operations or from combustion of the natural gas we gather and process. Although we believe we would not be impacted to a greater degree than other similarly situated companies, a stringent greenhouse gas control program could have an adverse affect on our cost of doing business and could reduce demand for the natural gas and NGLs we gather and process.

In April 2007, the United States Supreme Court found that the EPA has the authority to regulate CO₂ emissions from automobiles as “air pollutants” under the CAA. Although this decision did not address CO₂ emissions from electric generating plants, the EPA has similar authority under the CAA to regulate “air pollutants” from those and other facilities. In December 2009, the EPA released an “Endangerment and Cause or Contribute Findings for Greenhouse Gases under the Clean Air Act.” This finding concluded that GHG pollution threatens the public health and welfare of current and future generations. The EPA has adopted regulations that would require permits for and reductions in GHG emissions for certain facilities. For example, in late 2010, the EPA finalized a rule requiring new and modified facilities that will emit GHGs in excess of certain thresholds to obtain construction permits that address GHG emissions. The EPA has also issued Subpart W of the Final Mandatory Reporting of Greenhouse Gases Rule, which establishes a national GHG emissions collection and reporting program. This rule requires petroleum and natural gas systems that emit 25,000 metric tons of CO₂ equivalents or more per year to begin collecting GHG emissions data under a new reporting system beginning on January 1, 2011 with the first annual report due March 31, 2012. We are implementing procedures to ensure compliance with these new requirements. Since all of our operations occur in the United States, these regulations, along with any additional federal or state restrictions on

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emissions of CO₂ that may be imposed in areas of the United States in which we conduct business, could also adversely affect our cost of doing business and demand for the natural gas and NGLs we gather and process.

Water discharges.  The Federal Water Pollution Control Act, or the “Clean Water Act,” and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants or dredged and fill material into state waters as well as waters of the U.S. and adjacent wetlands. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of permits issued by the EPA, the Army Corps of Engineers or an analogous state agency. Spill prevention, control and countermeasure requirements of federal laws require appropriate containment berms and similar structures to help prevent the contamination of regulated waters in the event of a hydrocarbon spill, rupture or leak. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. These permits may require us to monitor and sample the storm water runoff from certain of our facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. We believe that we are in material compliance with these requirements. However, federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and analogous state laws and regulations. We believe that compliance with existing permits and compliance with foreseeable new permit requirements will not have a material adverse effect on our financial condition, results of operations or cash flows.

Endangered species.  The Endangered Species Act, or “ESA,” restricts activities that may affect endangered or threatened species or their habitats. While some of our pipelines may be located in areas that are designated as habitats for endangered or threatened species, we believe that we are in material compliance with the ESA. However, the designation of previously unidentified endangered or threatened species could cause us to incur additional costs or become subject to operating restrictions or bans in the affected states.

Anti-terrorism measures.  The Department of Homeland Security Appropriation Act of 2007 requires the Department of Homeland Security, or “DHS,” to issue regulations establishing risk-based performance standards for the security of chemical and industrial facilities, including oil and gas facilities that are deemed to present “high levels of security risk.” The DHS issued an interim final rule in April 2007 regarding risk-based performance standards to be attained pursuant to this act and, establish chemicals of interest and their respective threshold quantities that will trigger compliance. We have determined the extent to which our facilities are subject to the rule, made the necessary notifications and determined that the requirements will not have a material impact on our financial condition, results of operations or cash flows.

Employees

Neither CMLP nor our General Partner has any employees. Employees of Crestwood provide services to our General Partner pursuant to an Omnibus Agreement.

Available Information and Corporate Governance Documents

Available Information.  We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents electronically with the SEC under the Securities Exchange Act of 1934, as amended. From time-to-time, we may also file registration and related statements pertaining to equity or debt offerings. We provide access free of charge to all of these SEC filings, as soon as reasonably practicable after filing or furnishing, on our Internet site located at www.crestwoodlp.com. The public may also read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The public may also obtain such reports from the SEC’s Internet website at www.sec.gov.

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and the charters of the audit committee and the conflicts committee of our General Partner’s board of directors are also available on our Internet website. We will also provide, free of charge, a copy of any of our governance documents listed above upon written request to our General Partner’s corporate secretary at our principal executive office. Our principal executive offices are located at 717 Texas Avenue, Suite 3150, Houston, Texas 77002. Our telephone number is 832-519-2200.

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Item 1A.   Risk Factors

You should carefully consider the following risk factors together with all of the other information included in this annual report, when deciding to invest in us. Limited partner interests are inherently different from capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should be aware that the occurrence of any of the events described in this annual report could have a material adverse effect on our business, financial condition, results of operations and cash flows. In such event, we may be unable to make distributions to our unitholders and the trading price of our common units could decline.

Risks Related to our Business

We are dependent on a limited number of natural gas producers, including Quicksilver, for the natural gas we gather, treat, process and transport. A material reduction would result in a material decline in our volumes, revenue and cash available for distribution.

We rely on a limited number of customers for our natural gas throughput. For the year ended December 31, 2010, Quicksilver accounted for approximately 90% of our natural gas gathering, processing and transported volumes. Accordingly, we are indirectly subject, to a significant degree, to the various risks to which Quicksilver is subject.

We may be unable to negotiate on favorable terms, if at all, any extension or replacement of our contract with Quicksilver to gather and process its production after the terms of the contract expires in 2020. Furthermore, during the term of the contract and thereafter, even if we are able to renew this contract, Quicksilver may reduce its drilling activity in our areas and decrease its production volumes in the Quicksilver Counties. The loss of a significant portion of the natural gas volumes supplied by Quicksilver would result in a material decline in our revenue and cash available for distribution.

Quicksilver has no contractual obligation to develop its properties in the areas covered by their dedication to us and it may determine that it is strategically more attractive to direct its capital spending to other areas. A shift in Quicksilver’s focus away from the areas covered by their dedication to us could result in reduced volumes gathered and processed by us and a material decline in our revenue and cash available for distribution.

We may not have sufficient available cash to enable us to make cash distributions to holders of our common units at the current distribution rate under our cash distribution policy.

In order to pay the announced cash distributions of $0.43 per unit per quarter, or $1.72 per unit per year, we will require available cash of approximately $14.3 million per quarter, or $57.1 million per year based on the number of general partner units and common units outstanding on December 31, 2010. We may not have sufficient available cash from operating surplus each quarter to enable us to pay the announced distributions. The amount of cash we can distribute depends principally upon the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based on, among other things:

•  the fees we charge and the margins we realize for our services;

•  the level of production, and the prices 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 and maintenance and general and administrative costs;

•  prevailing economic conditions;

•  the level of capital expenditures we make;

•  our ability to make borrowings under our Credit Facility;

•  the cost of acquisitions;

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•  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 depends primarily on our cash flow and not solely on profitability. Accordingly we may be prevented from making distributions, even during periods in which we record net income.

The amount of cash we have available for distribution depends primarily upon our cash flow and not solely on profitability, which may be affected by non-cash items. As a result, we may make cash distributions during periods when we report net losses, and conversely, we might fail to make cash distributions during periods when we report net profits.

The amount of available cash we need to pay the announced distributions on all of our units and on general partner units for the next four quarters is approximately $57.1 million. We may not have sufficient available cash from operating surplus each quarter to enable us to make cash distributions at the current distribution rate under our cash distribution policy.

Estimates of oil and gas reserves depend on many assumptions that may turn out to be inaccurate. Therefore, future volumes of natural gas on our systems could be less than we anticipate and could adversely affect our financial performance and our ability to make cash distributions.

We typically do not obtain independent evaluations of natural gas reserves connected to our systems. Accordingly, we do not have independent estimates of total reserves dedicated to our systems or the anticipated life of such reserves. If the total reserves or estimated life of the reserves connected to our systems is less than we anticipate and we are unable to secure additional sources of natural gas, it could have a material adverse effect on our business, results of operations, financial condition and our ability to make cash distributions to our unitholders.

Because of the natural decline in production from existing wells in our area of operations, our success depends on our ability to obtain new sources of natural gas which is dependent on factors beyond our control. Any decrease in supplies of natural gas could result in a material decline in the volumes we gather, process, treat and compress.

Our gathering systems are connected to wells whose production will naturally decline over time, which means that our cash flows associated with these wells will also decline over time. To maintain or increase throughput levels on our system, we must continually obtain new natural gas supplies. Our ability to obtain additional sources of natural gas depends in part on the level of successful drilling activity near our pipeline systems by Quicksilver and our ability to compete for volumes from third parties.

While we have a dedication from Quicksilver which includes certain producing and non-producing oil and gas properties, we have no control over the level of drilling activity in our area of operations, the amount of reserves associated with the wells drilled or the rate at which wells are produced or the rate at which production from a well will decline. In addition, we have no control over producers’ drilling or production decisions, which are affected by, among other things, prevailing and projected energy prices, demand for hydrocarbons, the level of reserves, geological considerations, governmental regulations, availability of drilling rigs and other production and development services and the availability and cost of capital. Fluctuations in energy prices can greatly affect investments to develop natural gas reserves. Drilling activity generally decreases as natural gas prices decrease. Declines in natural gas prices could have a negative impact on exploration, development and production activity and, if sustained, could lead to a material decrease in such activity. Reductions in exploration or production activity in our area of operations could lead to reduced utilization of our systems. Because of these factors, even if natural gas reserves are known to exist in areas served by our assets, producers may choose not to develop those reserves.

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Moreover, Quicksilver is not contractually obligated to develop the reserves and or properties it has dedicated to us. If reductions in drilling activity or increased competition result in our inability to obtain new sources of supply to replace the natural decline of volumes from existing wells, throughput on our system would decline, which could reduce our revenue, cash flow and cash available for distribution.

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.

One of the ways we intend to grow our business is through the construction of new midstream assets. Additions or modifications to our asset base involve numerous regulatory, environmental, political and legal uncertainties beyond our control and may require the expenditure of significant amounts of capital. If we undertake these projects, they may not be completed on schedule, at the budgeted cost, or at all. Moreover, our revenue may not increase as anticipated for a particular project. For instance, we may construct facilities to capture anticipated future growth in production in a region in which such growth does not materialize. Since we are not engaged in the exploration for and development of natural gas reserves, we may not have access to third-party estimates of potential reserves in an area prior to constructing or acquiring facilities in such area. To the extent we rely on estimates of future production by parties, other than Quicksilver, in our decision to expand our systems, such estimates may prove to be inaccurate due to numerous uncertainties inherent in estimating quantities of future production. As a result, new facilities may not be able to attract enough throughput to achieve our expected investment return, which could adversely affect our results of operations and financial condition. In addition, expansion of our asset base generally requires us to obtain new rights-of-way. We may be unable to obtain such rights-of-way or it may become more expensive for us to obtain or renew rights-of-way. If the cost of rights-of-way increases, our cash flows could be adversely affected.

If we do not make acquisitions on economically acceptable terms, our future growth will be limited.

In addition to expanding our existing systems, we may pursue acquisitions. If we are unable to make these acquisitions because we are: (1) unable to identify attractive acquisition candidates, to analyze acquisition opportunities successfully from an operational and financial point of view or to negotiate acceptable purchase contracts with them; (2) unable to obtain financing for these acquisitions on economically acceptable terms; or (3) outbid by competitors; then our future growth and ability to increase distributions could be limited. Furthermore, even if we do make acquisitions, these acquisitions may not result in an increase in the cash generated by operations.

Any acquisition involves potential risks, including, among other things:

•  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.

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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.

Operations on our midstream assets could be partially curtailed or completely shut down, temporarily or permanently, as a result of:

•  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.

The magnitude of the effect on us of any curtailment of our operations will depend on the length of the curtailment and the extent of the operations affected by such curtailment. We have no control over many of the factors that may lead to a curtailment of operations.

In the event that we are unable to provide either gathering or processing services, Quicksilver may use others to gather or process its production as it so determines. In the event that we are unable to provide either gathering or processing services for 60 consecutive days, for reasons other than force majeure, causing Quicksilver’s wells to be shut-in (in the case of gathering) or resulting in Quicksilver’s inability to by-pass our gathering or processing facilities and deliver its natural gas production to an alternative pipeline (in the case of processing), Quicksilver has the right to terminate our gathering and processing agreement as it relates to the affected wells. In light of our asset concentration, if such a termination were to occur, it could cause our revenue, earnings and cash distributions available to distribute to our unitholders, to decrease significantly.

We cannot control the operations of gas processing, liquids fractionation and transportation facilities of third-parties, and our revenue and cash available for distribution could be adversely affected.

We depend upon third-party liquids, fractionation and transportation systems that we do not own. Since we do not own or operate these assets, their continuing operation is not within our control. If any of these third-party pipelines and other facilities becomes unavailable or capacity constrained, it could have a material adverse effect on our business, financial condition and results of operations and cash available for distribution.

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.

Our operations are generally exempt from jurisdiction and regulation from FERC, but FERC regulation still affects these businesses and the markets for products derived from these businesses. FERC’s policies and practices across the range of its oil and natural gas regulatory activities, including, for example, its policies on open access transportation, ratemaking, capacity release and market center promotion, indirectly affect intrastate markets. In recent years, FERC has pursued pro-competitive policies in its regulation of interstate oil and natural gas pipelines. However, we have no assurance that FERC will continue this approach as it considers matters such as pipeline rates and rules and policies that may affect rights of access to oil and natural gas transportation capacity. In addition, the distinction between FERC-regulated transmission services and federally unregulated gathering services has regularly been the subject of litigation, so, the classification and regulation of some of our pipelines could change based on future determinations by FERC and the courts. If our gas gathering operations become subject to FERC jurisdiction, the result may adversely affect the rates we are able to charge and the services we currently provide, and may include the potential for a termination of the gathering and processing agreement with Quicksilver.

State and municipal regulations also affect our business. Common purchaser statutes generally require gatherers to purchase without undue discrimination as to source of supply or producer, as a result, these statutes

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restrict our right to decide whose production we gather. Federal law leaves any economic regulation of natural gas gathering to the states. Texas, the only state in which we currently operate, has adopted complaint-based regulation of gathering activities, which allows oil and natural gas producers and shippers to file complaints with state regulators in an effort to resolve access and rate grievances. Other state and municipal regulations may not directly regulate our business, but may nonetheless affect the availability of natural gas for purchase, processing and sale, including state regulation of production rates and maximum daily production allowable from gas wells. While our gathering lines currently are subject to limited state regulation, there is a risk that state laws will be changed, which may give producers a stronger basis to challenge the rates, terms and conditions of our gathering lines.

We are subject to environmental laws, regulations and permits, including greenhouse gas requirements that may expose us to significant costs, liabilities and obligations.

We are subject to stringent and complex federal, state and local environmental laws, regulations and permits, relating to, among other things, the generation, storage, handling, use, disposal, movement and remediation of natural gas, NGLs, crude oil and other hazardous materials; the emission and discharge of such materials to the ground, air and water; wildlife protection; and the health and safety of our employees. Failure to comply with these environmental requirements may result in our being subject to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We may incur significant costs and other compliance costs related to such requirements.

We could be liable for any environmental contamination at our or our predecessors’ currently or formerly owned or operated properties or third party waste disposal sites, regardless of whether we were at fault. In addition to potentially significant investigation and remediation costs, such matters can give rise to claims from governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage.

Moreover, stricter laws, regulations or enforcement policies could significantly increase our operational or compliance costs and the cost of any remediation that may become necessary. For instance, since August 2009, the Texas Commission on Environmental Quality has conducted a series of analyses of air emissions in the Barnett Shale area in response to reported concerns about high concentrations of benzene in the air near drilling sites and natural gas processing facilities, and the analysis could result in the adoption of new air emission regulatory or permitting limitations that could require us to incur increased capital or operating costs. Additionally, environmental groups have advocated increased regulation and a moratorium on the issuance of drilling permits for new natural gas wells in the Barnett Shale area. The adoption of any laws, regulations or other legally enforceable mandates that result in more stringent air emission limitations or that restrict or prohibit the drilling of new natural gas wells for any extended period of time could increase our operating and compliance costs as well as reduce the rate of production of natural gas operators with whom the we have a business relationship, which could have a material adverse effect on our results of operations and cash flows.

These laws, regulations and permits, and the enforcement and interpretation thereof, change frequently and generally have become more stringent over time. In particular, requirements pertaining to air emissions, including volatile organic compound emissions, have been implemented or are under development that could lead us to incur significant costs or obligations or curtail our operations. For example, greenhouse gas, or “GHG” emission regulation is becoming more stringent. We are currently required to report annual GHG emissions from some of our operations, and additional GHG emission related requirements are in various stages of development. The U.S. Congress is considering legislation that would establish a nationwide cap-and-trade system for GHGs. In addition, the EPA has proposed regulating GHG emissions from stationary sources pursuant to the Prevention of Significant Deterioration and Title V provisions of the federal Clean Air Act. If enacted, such regulations could require us to modify existing or obtain new permits, implement additional pollution control technology, curtail operations or increase significantly our operating costs. Any regulation of GHG emissions, including through a cap-and-trade system, technology mandate, emissions tax, reporting requirement or other program, could adversely affect our business, reputation, operating performance and product demand. In addition, to the extent climate change results in more severe weather, our customers’ operations may be disrupted, which could reduce product demand.

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In addition, various federal and state initiatives are underway to regulate, or further investigate the environmental impacts of hydraulic fracturing, a practice that involves the pressurized injection of water, chemicals and other substances into rock formations to stimulate hydrocarbon production. To the extent these initiatives reduce the volume of natural gas or associated NGLs that we gather and process, they could adversely affect our business.

Our costs, liabilities and obligations relating to environmental matters could have a material adverse effect on our business, reputation, results of operations and financial condition.

We may incur significant costs as a result of pipeline integrity management program testing.

The DOT requires pipeline operators to develop integrity management programs for pipelines located where a leak or rupture could harm “high consequence areas.” The regulations require operators, including us, to:

•  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 currently estimate that we will incur future costs of approximately $0.8 million through 2015 to complete the testing required by existing DOT regulations. This estimate does not include the costs, if any, for repair, remediation, preventative or mitigating actions that may be determined to be necessary as a result of the testing program, which could be substantial.

If we are unable to obtain needed capital or financing on satisfactory terms, our ability to make cash distributions may be diminished or our financial leverage could increase.

Historically, we have used our cash flow from operations, borrowings under our Credit Facility and issuances of equity to fund our capital program, working capital needs and acquisitions. Our capital program may require additional financing above the level of cash generated by our operations to fund our growth. If our cash flow from operations decreases as a result of lower throughput volumes on our gathering and processing systems or otherwise, our ability to expend the capital necessary to expand our business or increase our future cash distributions may be limited. If our cash flow from operations is insufficient to satisfy our financing needs, we cannot be certain that additional financing will be available to us on acceptable terms or at all. Our ability to obtain bank financing or to access the capital markets for future equity or debt offerings may be limited by our financial condition or general economic conditions at the time of any such financing or offering. Even if we are successful in obtaining the necessary funds, the terms of such financings could have a material adverse effect on our business, results of operations, financial condition and ability to make distributions to our unitholders. Further, incurring additional debt may significantly increase our interest expense and financial leverage and issuing additional limited partner interests may result in significant unitholder dilution and would increase the aggregate amount of cash required to maintain the cash distribution rate, which could materially decrease our ability to pay distributions. If additional capital resources are unavailable, we may curtail our activities or be forced to sell some of our assets on an untimely or unfavorable basis.

We do not own all of the land on which our pipelines and facilities are located, which could disrupt our operations.

We do not own all of the land on which our pipelines and facilities have been constructed, which subjects us to the possibility of more onerous terms or increased costs to obtain and maintain valid easements and rights-of-way. We obtain standard easement rights to construct and operate our pipelines on land owned by third parties. Our rights generally revert back to the landowner after we stop using the easement for its specified purpose. Therefore, these easements exist for varying periods of time. Our loss of easement rights could have a material adverse effect on our ability to operate our business, thereby resulting in a material reduction in our revenue, earnings and ability to make cash distributions.

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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.

Our operations are subject to many risks inherent in the midstream industry including:

•  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.

These risks could result in curtailment or suspension of our related operations. A natural disaster or other hazard affecting the areas in which we operate could have a material adverse effect on our operations. We maintain insurance against some, but not all, of such risks and losses in accordance with customary industry practice. For example, we do not have any property insurance on any of our underground pipeline systems that would cover damage to the pipelines. We are not insured against all environmental incidents, claims or damages that might occur. Any significant accident or event that is not adequately insured could adversely affect our business, results of operations and financial condition. In addition, we may be unable to economically obtain or maintain the insurance that we desire. As a result of market conditions, premiums and deductibles for certain of our insurance policies could escalate further. In some instances, certain insurance could become unavailable or available only at reduced coverage levels. Any type of catastrophic event could have a material adverse effect on our business, results of operations, financial condition and ability to make cash distributions.

The provisions of our Credit Facility 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.

Our Credit Facility restricts our ability to, among other things:

•  incur additional debt or guarantee other indebtedness;

•  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.

Our Credit Facility, among other things, requires the maintenance of financial covenants that are more fully described in Note 7 to the consolidated financial statements in Item 8 of this annual report. Our ability to comply with the covenants and other provisions of our Credit Facility may be affected by events beyond our control, and we may be unable to comply with all aspects of our Credit Facility in the future.

The provisions of our Credit Facility may affect the manner in which we obtain future financing, pursue attractive business opportunities and plan for and react to changes in business conditions. In addition, failure to comply with the provisions of our Credit Facility could result in an event of default which could enable the applicable creditors to declare the outstanding principal and accrued interest to be immediately due and payable. If we were unable to repay the accelerated amounts, our lenders could proceed against the collateral granted to them to

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secure such debt. If the payment of our debt is accelerated, we may have insufficient assets to repay such debt in full, and our unitholders could experience a partial or total loss of their investment.

We are exposed to the credit risks of Quicksilver, and third-party customers and any material non-payment or non-performance by these customers could reduce our ability to make distributions to our unitholders.

We are dependent on Quicksilver for the volumes that we gather and process, and are consequently subject to the risk of non-payment or non-performance by Quicksilver. Quicksilver’s credit ratings are below investment grade, where we expect them to remain for the foreseeable future. Accordingly, this risk is higher than it would be with a more creditworthy customer or with a more diversified group of customers. Unless and until we significantly diversify our customer base, we expect to remain subject to non-diversified risk of non-payment or late payment of our fees. Any material non-payment or non-performance by Quicksilver could reduce our ability to make distributions to our unitholders. Furthermore, Quicksilver is highly leveraged and subject to its own operating and regulatory risks, which could increase the risk that it may default on its obligations to us.

In October 2010, members of the Darden family sent a letter to Quicksilver’s board of directors in which they expressed an interest in pursuing strategic alternatives for Quicksilver, including potentially taking Quicksilver’s equity interests private. Additionally, Quicksilver’s board of directors formed a transaction committee, which retained independent legal and investment banking firms to assist it in evaluating potential and any prospective outcomes pursuant to any strategic alternative. Should the process result in significant changes to Quicksilver’s organizational structure or financial condition, this could have a material effect on our business and results of operations.

The loss of key personnel could adversely affect our ability to operate.

Our success is dependent upon the efforts of our senior management, as well as on our ability to attract and retain senior management. Our senior executive officers have significant experience in the natural gas industry and have developed strong relationships with a broad range of industry participants. The loss of any of these executives could have a material adverse effect on our relationships with these industry participants, prevent us from implementing our business strategy, and our results of operations and our ability to make distributions to our unitholders.

We do not have employees. We rely solely on officers and employees of Crestwood to operate and manage our business.

We may incur additional general and administrative costs as a result of the Crestwood Transaction.

Historically, we have relied on certain operating, maintenance, general and administrative and other resources of Quicksilver to operate our business. Costs allocated to us were based on identification of Quicksilver’s resources which directly benefit us and our estimated usage of shared resources and functions. As a result of the closing of the Crestwood Transaction, and upon completion or termination of the transition services agreement with Quicksilver, we expect we will be obligated to bear the full burden of general and administrative costs for Crestwood and its subsidiaries under the Omnibus Agreement.

Risks Inherent in an Investment in us

Crestwood owns and controls our General Partner, which has sole responsibility for conducting our business and managing our operations. Crestwood and our General Partner have conflicts of interest with, and may favor, Crestwood’s interests to the detriment of our unitholders.

Crestwood owns and controls our General Partner, and appoints all of the directors of our General Partner. Some of our General Partner’s directors, and some of its executive officers, are directors or officers of Crestwood or its affiliates. Although our General Partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders, the directors and officers of our General Partner have a fiduciary duty to manage our General Partner in a manner beneficial to Crestwood. Therefore, conflicts of interest may arise between Crestwood and its affiliates, including our General Partner, on the one hand, and us and our unitholders, on the other hand. In resolving these

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conflicts of interest, our General Partner may favor its own interests and the interests of its affiliates over the interests of our unitholders.

Crestwood is not limited in its ability to compete with us and is not obligated to offer us the opportunity to acquire additional assets or businesses, which could limit our ability to grow and could adversely affect our results of operations and cash available for distribution to our unitholders.

Crestwood is not prohibited from owning assets or engaging in businesses that compete directly or indirectly with us. In addition, in the future, Crestwood may acquire, construct or dispose of additional midstream or other assets and may be presented with new business opportunities, without any obligation to offer us the opportunity to purchase or construct such assets or to engage in such business opportunities. Moreover, while Crestwood may offer us the opportunity to buy additional assets from it, it is under no contractual obligation to do so and we are unable to predict whether or when such acquisitions might be completed.

Cost reimbursements due to Crestwood and our General Partner for services provided to us or on our behalf will be substantial and will reduce our cash available for distribution to our unitholders. The amount and timing of such reimbursements will be determined by our General Partner.

Prior to making distributions on our common units, we will reimburse our General Partner and its affiliates for all expenses they incur on our behalf. These expenses will include all costs incurred by Crestwood and our General Partner in managing and operating us. Our partnership agreement provides that our General Partner will determine in good faith the expenses that are allocable to us. The reimbursements to Crestwood and our General Partner will reduce the amount of cash otherwise available for distribution to our unitholders.

If you are not an eligible holder, you may not receive distributions or allocations of income or loss on your common units and your common units will be subject to redemption.

We have adopted certain requirements regarding those investors who may own our common units. Eligible holders are U.S. individuals or entities subject to U.S. federal income taxation on the income generated by us or entities not subject to U.S. federal income taxation on the income generated by us, so long as all of the entity’s owners are U.S. individuals or entities subject to such taxation. If you are not an eligible holder, our General Partner may elect not to make distributions or allocate income or loss on your units and you run the risk of having your units redeemed by us at the lower of your purchase price cost and the then-current market price. The redemption price will be paid in cash or by delivery of a promissory note, as determined by our General Partner.

Our General Partner’s liability regarding our obligations is limited.

Our General Partner included provisions in its and our contractual arrangements that limit its liability under contractual arrangements so that the counterparties to such arrangements have recourse only against our assets, and not against our General Partner or its assets. Our General Partner may therefore cause us to incur indebtedness or other obligations that are nonrecourse to our General Partner. Our Partnership Agreement provides that any action taken by our General Partner to limit its liability is not a breach of our General Partner’s fiduciary duties, even if we could have obtained more favorable terms without the limitation on liability. In addition, we are obligated to reimburse or indemnify our General Partner to the extent that it incurs obligations on our behalf. Any such reimbursement or indemnification payments would reduce the amount of cash otherwise available for distribution to our unitholders.

Our Partnership Agreement requires that we distribute all of our available cash, which could limit our ability to grow and make acquisitions.

We expect that we will distribute all of our available cash to our unitholders and will rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund our acquisitions and expansion capital expenditures. As a result, to the extent we are unable to finance growth externally, our cash distribution policy will significantly impair our ability to grow.

In addition, because we distribute all of our available cash, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent we issue additional units in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional units may

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increase the risk that we will be unable to maintain or increase our per-unit distribution level. There are no limitations in our Partnership Agreement or in Crestwood’s credit facility, on our ability to issue additional units, including units ranking senior to the common units. The incurrence of additional commercial borrowings or other debt to finance our growth strategy would result in increased interest expense, which, in turn, may impact the available cash that we have to distribute to our unitholders.

Our General Partner may elect to cause us to issue Class B and general partner units to it in connection with a resetting of the target distribution levels related to its incentive distribution rights, without the approval of the special committee of its board of directors or the holders of our common units. This could result in lower distributions to holders of our common units.

Our General Partner has the right, at any time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to which it is entitled (48% for each of the prior four consecutive fiscal quarters), to reset the initial target distribution levels at higher levels based on our distributions at the time of the exercise of the reset election. Following a reset election by our General Partner, the minimum quarterly distribution will be adjusted to equal the reset minimum quarterly distribution and the target distribution levels will be reset to correspondingly higher levels based on percentage increases above the reset minimum quarterly distribution.

If our General Partner elects to reset the target distribution levels, it will be entitled to receive a number of Class B units and general partner units. The Class B units will be entitled to the same cash distributions per unit as our common units and will be convertible into an equal number of common units. The number of Class B units to be issued to our General Partner will be equal to that number of common units which would have entitled their holder to an average aggregate quarterly cash distribution in the prior two quarters equal to the average of the distributions to our General Partner on the incentive distribution rights in the prior two quarters. Our General Partner will be issued the number of general partner units necessary to maintain our General Partner’s interest in us that existed immediately prior to the reset election. We anticipate that our General Partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unit without such conversion. It is possible, however, that our General Partner could exercise this reset election at a time when it is experiencing, or expects to experience, declines in the cash distributions it receives related to its incentive distribution rights and may, therefore, desire to be issued Class B units, which are entitled to distributions on the same priority as our common units, rather than retain the right to receive incentive distributions based on the initial target distribution levels. As a result, a reset election may cause our common unitholders to experience a reduction in the amount of cash distributions that our common unitholders would have otherwise received had we not issued new Class B units and general partner units to our General Partner in connection with resetting the target distribution levels.

Holders of our common units have limited voting rights and are not entitled to elect our General Partner or its directors.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. Unitholders will have no right on an annual or ongoing basis to elect our General Partner or its board of directors. The board of directors of our General Partner are chosen by Crestwood. Furthermore, if the unitholders are dissatisfied with the performance of our General Partner, they will have little ability to remove our General Partner. As a result of these limitations, the price at which the common units will trade could be diminished because of the absence or reduction of a takeover premium in the trading price. Our Partnership Agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

Even if holders of our common units are dissatisfied, they cannot initially remove our General Partner without its consent.

The unitholders initially will be unable to remove our General Partner without its consent because our General Partner and its affiliates currently own sufficient units to be able to prevent its removal. The vote of the holders of at

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least 662/3% of all outstanding limited partner units voting together as a single class is required to remove our General Partner. As of December 31, 2010, Crestwood owns 62.7% of our outstanding common units.

Our Partnership Agreement restricts the voting rights of certain unitholders owning 20% or more of our common units.

Unitholders’ voting rights are further restricted by a provision of our Partnership Agreement providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than our General Partner, its affiliates, their transferees and persons who acquired such units with the prior approval of the board of directors of our General Partner, cannot vote on any matter.

Our General Partner interest or the control of our General Partner may be transferred to a third party without unitholder consent.

Our General Partner may transfer its General Partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, our Partnership Agreement does not restrict the ability of Crestwood to transfer all or a portion of its ownership interest in our General Partner to a third party. The new owner of our General Partner would then be in a position to replace the board of directors and officers of our General Partner with its own designees and thereby exert significant control over the decisions made by the board of directors and officers.

We may issue additional units without unitholder approval, which would dilute existing ownership interests.

Our Partnership Agreement does not limit the number of additional limited partner interests that we may issue at any time without the approval of our unitholders. The issuance by us of additional common units or other equity securities of equal or senior rank will have the following effects:

•  our existing unitholders’ proportionate ownership interest in us will decrease;

•  the amount of cash available for distribution on each unit may decrease;

•  the ratio of taxable income to distributions may increase;

•  the relative voting strength of each previously outstanding unit may be diminished; and

•  the market price of the common units may decline.

Crestwood may sell units in the public or private markets, and such sales could have an adverse impact on the trading price of the common units.

As of December 31, 2010, Crestwood holds an aggregate of 19,544,089 common units. The sale of any or all of these units in the public or private markets could have an adverse impact on the price of the common units or on any trading market on which common units are traded.

Our General Partner has a limited call right that may require existing unitholders to sell their units at an undesirable time or price.

If at any time our General Partner and its affiliates own more than 80% of the common units, our General Partner will have the right, which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price that is not less than their then-current market price. As a result, existing unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Existing unitholders may also incur a tax liability upon a sale of their units. As of December 31, 2010, Crestwood owns approximately 62.7% of our outstanding common units.

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Unitholders’ liability may not be limited if a court finds that unitholder action constitutes control of our business.

A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some states. A unitholder could be liable in some circumstances for any and all of our obligations as if that unitholder were a general partner if a court or government agency were to determine that:

•  we were conducting business in a state but had not complied with the applicable limited partnership statute; or

•  unitholder’s right to act with other unitholders to remove or replace our General Partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.

Unitholders may have liability to repay distributions that were wrongfully distributed to them.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to unitholders if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Substituted limited partners are liable both for the obligations of the assignor to make contributions to the partnership that were known to the substituted limited partner at the time it became a limited partner and for those obligations that were unknown if the liabilities could have been determined from the partnership agreement. Neither liabilities to partners on account of their partnership interest nor liabilities that are non-recourse to the partnership are counted for purposes of determining whether a distribution is permitted.

The market price of our common units could be volatile due to a number of factors, many of which are beyond our control.

The market price of our common units could be subject to wide fluctuations in response to a number of factors, most of which we cannot control, including, changes in securities analysts’ recommendations; public’s reaction to our press releases, announcements and our filings with the SEC; fluctuations in broader securities market prices and volumes, particularly among securities of midstream companies and securities of publicly-traded limited partnerships; changes in market valuations of similar companies; departures of key personnel; commencement of or involvement in litigation; variations in our quarterly results of operations or those of midstream companies; variations in the amount of our quarterly cash distributions; future issuances and sales of our common units; and changes in general conditions in the U.S. economy, financial markets or the midstream industry.

Risks Related to the Frontier Acquisition

Our pending acquisition of Frontier may not be consummated.

Our pending acquisition of Frontier is expected to close in the second quarter of 2011 and is subject to customary closing conditions and regulatory approvals. If these conditions and regulatory approvals are not satisfied or waived, the acquisition will not be consummated. If the closing of the acquisition is substantially delayed or does not occur at all, or if the terms of the acquisition are required to be modified substantially due to regulatory concerns, we may not realize the anticipated benefits of the acquisition fully or at all. Certain of the conditions remaining to be satisfied include:

•  timely approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) for the transaction contemplated by the Frontier Purchase and Sale Agreement;

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•  the continued accuracy of the representations and warranties contained in the Frontier Purchase and Sale Agreement;

•  the performance by each party of its obligations under the Frontier Purchase and Sale Agreement; and

•  the absence of any injunction, decree or other order from any governmental authority enjoining or prohibiting, or of any law being enacted which would prohibit, the consummation of the transactions contemplated in the Frontier Purchase and Sale Agreement.

In addition, the Frontier Purchase and Sale Agreement may be terminated by mutual agreement of the parties or by either Frontier or us (i) if the acquisition has not closed on or before May 18, 2011(the “Termination Date”), (ii) if approval of the transactions contemplated by the Frontier Purchase and Sale Agreement under the HSR Act is required and is not obtained prior to 75 days after February 18, 2011, (iii) if the other party has breached its obligations under the Frontier Purchase and Sale Agreement, which breaches have not been cured in 30 days, (iv) if any order permanently prohibiting the consummation of the transactions contemplated thereby has become final and non-appealable, or (v) by mutual agreement of Frontier and us in writing. The Bridge Loans commitment expires upon the earliest to occur of (i) the termination of the Frontier Purchase and Sale Agreement in accordance with its own terms or (ii) 90 days after February 18, 2011.

The closing of the Frontier Acquisition is not subject to a financing condition and the Bridge Loans do not backstop the equity portion of the purchase price or our equity commitments.

The closing of the Frontier Acquisition is not subject to a financing condition. The Class C Unit Purchase Agreement, the proceeds of which are to fund a portion of the Frontier purchase price, is subject to certain closing conditions. Furthermore, the Bridge Loans commitment does not backstop the equity portion of the purchase price or our equity commitments from the Class C Unit Purchasers and the Bridge Loans would be subject to certain conditions prior to borrowings thereunder. Although obtaining the equity or debt financing is not a condition to the completion of the Frontier Acquisition, our failure to have sufficient funds available to pay the purchase price is likely to result in the failure of the Frontier Acquisition to be completed or could require us to sell assets in order to satisfy our obligations to close.

The representations, warranties, and indemnifications by Frontier are limited in the Frontier Purchase and Sale Agreement; as a result, the assumptions on which our estimates of future results of the Frontier Assets have been based may prove to be incorrect in a number of material ways, resulting in us not realizing the expected benefits of the Frontier Assets.

The representations and warranties by Frontier are limited in the Frontier Purchase and Sale Agreement. In addition, the Frontier Purchase and Sale Agreement does not provide any indemnities other than those described above. As a result, the assumptions on which our estimates of future results of the Frontier Assets have been based may prove to be incorrect in a number of material ways, resulting in us not realizing our expected benefits of the Frontier Acquisition.

We may not be able to achieve our current expansion plans for the Frontier Assets on economically viable terms, if at all. In connection with this expansion effort, we may encounter difficulties. These risks include the following:

•  unexpected operational events;

•  adverse weather conditions;

•  regulatory hurdles;

•  facility or equipment malfunctions or breakdowns;

•  a shortage of skilled labor; and

•  risks associated with subcontractors’ services, supplies, cost escalation and personnel.

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Financing the Frontier Acquisition will substantially increase our leverage. We may not be able to obtain debt financing for the acquisition on expected or acceptable terms.

We intend to finance the Frontier Acquisition and related fees and expenses with the proceeds of the issuance of equity and debt, including the private placement of Class C Units, and, to the extent necessary or desirable, with borrowing under our revolving credit facility, borrowings under the Bridge Loans, the issuance of senior unsecured notes and/or cash on hand. After completion of the Frontier Acquisition, we expect our total outstanding indebtedness will increase from approximately $284 million as of December 31, 2010 to at least $469 million. The increase in our indebtedness may reduce our flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs.

We intend to raise long term debt in advance of closing of the Frontier Acquisition. The assumptions underlying our estimate that the Frontier Acquisition will be accretive to our distributable cash flow per Common Unit includes assumptions about the interest rate we will be able to obtain in connection with such long term debt. We may not be able to obtain debt financing for the acquisition on expected or acceptable terms.

The acquisition of the Frontier Assets could expose us to additional unknown and contingent liabilities.

The acquisition of the Frontier Assets could expose us to additional unknown and contingent liabilities. We have performed a certain level of due diligence in connection with the acquisition of the Frontier Assets and have attempted to verify the representations made by Frontier, but there may be unknown and contingent liabilities related to the Frontier Assets of which we are unaware. Frontier has not agreed to indemnify us for losses or claims relating to the operation of the business or otherwise except to the limited extent described above. There is a risk that we could ultimately be liable for unknown obligations relating to the Frontier Assets for which indemnification is not available, which could materially adversely affect our business, results of operations, financial condition, and ability to make cash distributions.

Tax Risks to Common Unitholders

Our tax treatment depends on our being treated as a partnership for federal income tax purposes, as well as our not being subject to a material amount of additional entity-level taxation by individual states. If the Internal Revenue Service were to treat us as a corporation or if we become subject to a material amount of additional entity-level taxation for state tax purposes, then it would substantially reduce the amount of cash available for distribution to our unitholders.

The anticipated after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for federal income tax purposes. As long as we qualify to be treated as a partnership for federal income tax purposes, in general we will not be subject to federal income tax. Although a publicly-traded limited partnership is generally treated as a corporation for federal income tax purposes, a publicly-traded partnership such as us can qualify to be treated as a partnership for federal income tax purposes under current law so long as for each taxable year at least 90% of its gross income is derived from specified investments and activities. We believe that we qualify to be treated as partnership for federal income tax purposes because we believe that at least 90% of our gross income for each taxable year has been and is derived from such specified investments and activities. Although we intend to meet this gross income requirement, we may not find it possible, regardless of our efforts, to meet this gross income requirement or may inadvertently fail to meet this gross income requirement. If we do not meet this gross income requirement for any taxable year and the Internal Revenue Service, or IRS, does not determine that such failure was inadvertent, we would be treated as a corporation for such taxable year and each taxable year thereafter. We have not requested, and do not plan to request, a ruling from the IRS on this or any other tax matter affecting us.

If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 35 percent. Distributions would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through. If we were treated as a corporation at the state level, we would likely also be subject to entity-level state income tax at varying rates. Moreover, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms

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of taxation. We are for example, subject to an entity-level tax in Texas. The imposition of any entity-level taxation, including a federal income tax imposed on us as a corporation or any entity-level state taxes, will reduce the amount of cash we can distribute each quarter to the holders of our common units. Therefore, our treatment as a corporation for federal income tax purposes or becoming subject to a material amount of additional state taxes could result in a material reduction in the anticipated cash flow and after-tax return to the unitholders, likely causing a substantial reduction in the value of our common units.

The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time. For example, in response to certain events that occurred in previous years, members of Congress have considered substantive changes to the existing U.S. tax laws including the definition of qualifying income under Section 7704(d) of the Internal Revenue Code and the treatment of certain types of income earned from profits interests in partnerships. Although the legislation considered would not have appeared to affect our tax treatment, we are unable to predict whether any such change or other proposals will ultimately be enacted. Moreover, any modification to the federal income tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible for us to meet the exception to be treated as a partnership for U.S. federal income tax purposes that is not taxable as a corporation, affect or cause us to change our business activities, affect the tax considerations of an investment in us, change the character or treatment of portions of our income, adversely affect an investment in our common units or otherwise negatively impact the value of an investment in our common units.

We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The use of this proration method may not be permitted under existing Treasury Regulations. If the IRS were to challenge this method or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.

An Internal Revenue Service contest of the federal income tax positions we have taken or may take may adversely affect the market for our common units, and the cost of any Internal Revenue Service contest will reduce our cash available for distribution to our unitholders.

We have not requested any ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes or any other matter affecting us. The IRS may adopt positions that differ from the positions we have taken or may take. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we have taken or may take. A court may not agree with some or all the positions we have taken or may take. Any contest with the IRS may materially and adversely impact the market for our common units and the price at which they trade. In addition, the costs of any contest with the IRS will result in a reduction in cash available to pay distributions to our unitholders and our General Partner and thus will be borne indirectly by our unitholders and our General Partner.

Unitholders will be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.

Because our unitholders will be treated as partners to whom we will allocate taxable income which could be different in amount than cash we distribute, they will be required to pay federal income taxes and, in some cases, state, local and foreign income taxes on their allocable share of our taxable income, whether or not cash is

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distributed from us. Cash distributions may not equal a unitholder’s share of our taxable income or even equal the actual tax liability that results from the unitholder’s allocable share of our taxable income.

The tax gain or loss on the disposition of our common units could be different than expected.

If our unitholders sell units, they will recognize a gain or loss equal to the difference between the amount realized and their tax basis in those common units. Prior distributions to them in excess of the total net taxable income they were allocated for a common unit, which decreased their tax basis in that common unit, will, in effect, become taxable income to them if the common unit is sold at a price greater than their tax basis in that common unit, even if the price they receive is less than their original cost. A substantial portion of the amount realized, regardless of whether such amount represents gain, may be taxed as ordinary income to our unitholders due to potential recapture items, including depreciation recapture. In addition, if they sell their units, they may incur a tax liability in excess of the amount of cash they receive from the sale.

Tax-exempt entities and foreign persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

Investment in common units by tax-exempt entities, such as employee benefit plans, individual retirement accounts (known as IRAs), Keogh plans and other retirement plans, regulated investment companies, real estate investment trusts, mutual funds and non-United States persons raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-United States persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-United States persons will be required to file United States federal income tax returns and pay tax on their share of our taxable income. Tax-exempt entities or foreign persons should consult their tax advisor regarding their investment in our common units.

We will treat each purchaser of units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could result in a unitholder owing more tax and could otherwise adversely affect the value of the common units.

Because we cannot match transferors and transferees of common units, we will adopt depreciation and amortization positions that may not conform with all aspects of existing Treasury Regulations. Any position we take that is inconsistent with applicable Treasury Regulations may have to be disclosed on our federal income tax return. This disclosure increases the likelihood that the IRS will challenge our positions and propose adjustments to some or all of our unitholders. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to our unitholders. It also could affect the timing of these tax benefits or the amount of gain from their sale of our common units and could have a negative impact on the value of our common units or result in audit adjustments to their tax returns.

We may adopt certain valuation methodologies that may result in a shift of income, gain, loss and deduction between the general partner and the unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units.

When we issue additional units or engage in certain other transactions, we will determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our unitholders and our General Partner. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between certain unitholders and the general partner, which may be unfavorable to such unitholders. Moreover, under our methodologies subsequent purchasers of common units may have a greater portion of their Internal Revenue Code Section 743(b) adjustment allocated to our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our methods, or our allocation of the Section 743(b) adjustment attributable to our tangible and intangible assets, and allocations of income, gain, loss and deduction between the general partner and certain of our unitholders.

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A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions.

The sale or exchange of 50 percent or more of our capital and profits interests during any 12-month period will result in the termination of our partnership for federal income tax purposes.

We will be considered to have terminated our partnership for federal income tax purposes if there is a sale or exchange of 50 percent or more of the total interests in our capital and profits within a twelve-month period. Our termination would, among other things, result in the closing of our taxable year for all unitholders and could result in a deferral of depreciation deductions allowable in computing our taxable income. Our termination currently would not affect our classification as a partnership for federal income tax purposes, but instead, we would be treated as a new partnership for federal tax purposes. If treated as a new partnership for federal tax purposes, we must make new tax elections and could be subject to penalties if we are unable to determine that a termination occurred.

Unitholders may become subject to state and local taxes and return filing requirements in states where they do not live as a result of their investment in our common units.

In addition to federal income taxes, unitholders will likely be subject to other taxes, including foreign, state and local taxes, unincorporated business taxes and estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which we do business or own property, even if they do not live in any of those jurisdictions. Unitholders will likely be required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, unitholders may be subject to penalties for failure to comply with those requirements. As we make acquisitions or expand our business, we may own assets or conduct business in additional states that impose an income tax. It is the unitholder’s responsibility to file all required federal, foreign, state and local tax returns.

A unitholder whose common units are loaned to a “short seller” to cover a short sale of common units may be considered as having disposed of those common units. If so, such unitholder would no longer be treated for tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss from the disposition.

Because a unitholder whose common units are loaned to a “short seller” to cover a short sale of common units may be considered as having disposed of those common units, such unitholder may no longer be treated as a partner with respect to those common units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan to the short seller, any of our income, gain, loss or deduction with respect to those common units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those common units could be fully taxable as ordinary income. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their common units.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

A detailed description of our properties and associated 2010 developments is included in Item 1 of this annual report and is incorporated herein by reference.

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Item 3.   Legal Proceedings

We are not a party to any legal proceeding other than legal proceedings arising in the ordinary course of our business and disputes normally incident to our business. At December 31, 2010, we are not subject to any material lawsuits or other legal proceedings.

Item 4.   Reserved

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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

Our common units are currently traded on the NYSE under the symbol “CMLP.” The following table sets forth the high and low sales prices of our common units and the per unit distributions paid for the periods indicated below.

					Distributions
					Per Common
Quarter Ended	High		Low		Unit			Record Date	Payment Date
March 31, 2009	$	14.84	$	10.06	$	0.37		May 5, 2009	May 15, 2009
June 30, 2009	$	14.78	$	11.46	$	0.37		Aug. 4, 2009	Aug. 14, 2009
September 30, 2009	$	17.88	$	13.52	$	0.39		Nov. 3, 2009	Nov. 13, 2009
December 31, 2009	$	22.77	$	17.20	$	0.39	(1)	Feb. 2, 2010	Feb. 12, 2010
March 31, 2010	$	21.20	$	18.58	$	0.39		May 4, 2010	May 14, 2010
June 30, 2010	$	22.19	$	16.41	$	0.42		Aug. 3, 2010	Aug. 13, 2010
September 30, 2010	$	24.68	$	18.99	$	0.42		Nov. 2, 2010	Nov. 12, 2010
December 31, 2010	$	28.65	$	24.46	$	0.43	(2)	Feb. 1, 2011	Feb. 11, 2011

(1)	The fourth quarter 2009 distribution is reflected as 2010 activity, since distributions are recorded when paid.
(2)	The fourth quarter 2010 distribution will be reflected as 2011 activity, since distributions are recorded when paid.

The last reported sale price of our common units on the NYSE on February 14, 2011, was $29.71. As of that date, we had eight unitholders of record, which does not include beneficial owners whose units are held by a clearing agency, such as a broker or bank.

Cash Distribution Policy

Our cash distribution policy reflects a basic judgment that our unitholders are best served by our distributing cash available after expenses and reserves rather than retaining it. We will strive to finance our maintenance capital expenditures through cash generated from operations and to distribute all of our available cash. Since we are not directly subject to federal income tax, we have more cash to distribute to unitholders than would be the case were we subject to such tax. Our Partnership Agreement requires that we distribute all of our available cash quarterly, except under certain types of circumstances. Our ability to make quarterly distributions is subject to certain restrictions, including restrictions under our debt agreements and Delaware law.

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Performance Graph

The following performance graph compares the cumulative total unitholder return on our common units with the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Alerian MLP Index for the period from August 7, 2007 to December 31, 2010, assuming an initial investment of $100.

Comparison of Cumulative Total Return

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Item 6.   Selected Financial Data

The information in this section should be read in conjunction with Items 7 and 8 of this annual report. In January 2010 we closed the Alliance Acquisition, which was comprised of the Alliance Midstream Assets originally acquired by Quicksilver in August 2008. Due to Quicksilver’s control of the Partnership through its ownership of the General Partner at the time of the Alliance Acquisition, the Alliance Acquisition is considered a transfer of net assets between entities under common control. As a result, the Partnership is required to revise its financial statements to include the financial results and operations of the Alliance Midstream Assets. As such, the selected financial data gives retroactive effect to the Alliance Acquisition as if the Partnership owned the Alliance Midstream Assets since August 8, 2008, the date which Quicksilver acquired the Alliance Midstream Assets. The following table includes selected financial data as of and for each of the five years in the period ended December 31, 2010.

	Year Ended December 31,
	2010			2009			2008			2007			2006
	(In thousands, except per unit and volume data)
Operating Results Data:
Total revenues	$	113,590		$	95,881		$	76,084		$	35,695		$	13,918
Total operating expenses		65,718			52,473			38,933			22,513			11,340
Operating income		47,872			43,408			37,151			13,182			2,578
Income before income taxes		34,322			34,890			28,725			9,161			2,591
Net income from continuing operations		34,872			34,491			28,472			8,848			2,456
Loss from discontinued operations		—			(1,992	)		(2,330	)		(592	)		(35	)
Net income		34,872			32,499			26,142			8,256			2,421
Diluted earnings per unit:
From continuing operations per unit	$	1.03		$	1.25		$	1.03		$	0.22			n/a
Net earnings per unit	$	1.03		$	1.18		$	0.95		$	0.20			n/a
Cash distributions per unit(1)	$	1.66		$	1.52		$	1.39		$	0.47			n/a
Net cash provided by (used in):
Operating activities	$	48,003		$	68,949		$	52,572		$	14,949		$	6,445
Investing activities		(149,345	)		(54,818	)		(148,079	)		(73,797	)		(78,360	)
Financing activities		100,598			(13,688	)		94,685			57,176			74,712
Volumes gathered (MMcf)		125,317			93,955			70,617			34,284			14,263
Volumes processed (MMcf)		46,660			54,386			56,225			30,802			13,496
Adjusted gross margin (2)(4)	$	70,231		$	64,237		$	50,282		$	20,884		$	5,506
EBITDA (3)(4)		70,231			64,238			50,293			21,120			5,519
Financial Condition Information:
Property, plant and equipment, net	$	531,371		$	482,497		$	441,863		$	254,555		$	128,456
Total assets		570,627			487,624			502,606			278,410			134,623
Long-term debt		283,504			125,400			174,900			5,000			—
Other long-term obligations(5)		9,877			62,162			123,928			118,306			503
Partners’ capital		258,753			284,837			115,208			110,200			118,652

(1)	Reported amounts include the fourth quarter distribution on all common units paid in the first quarter of the subsequent year.
(2)	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.

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(3)	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.
(4)	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.
(5)	Other long-term obligations include the subordinated note payable to Crestwood, and Quicksilver prior to October 1, 2010, which was converted to common units in the fourth quarter of 2010, repurchase obligations to Quicksilver, which concluded in the forth quarter of 2009 and asset retirement obligations.

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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 following key events took place during 2010 which have impacted or are likely to impact our financial condition and results of operations:

Alliance Midstream Assets Acquisition

During January 2010, we completed the purchase of the Alliance Midstream Assets, located in Tarrant and Denton Counties of Texas, from Quicksilver for $84.4 million. Subsequent to the acquisition, we have invested approximately $50 million in capital to expand the gathering system and increase the capacity of the facility to 300 MMcfd. Gathered volumes on the Alliance System in the year ended December 31, 2010 averaged 140 MMcfd. The Alliance System has contributed $28.0 million in revenue and incurred $10.3 million in expense for 2010.

Equity Offering

In January 2010, the underwriters of our equity offering exercised their option to purchase an additional 549,200 common units, which resulted in additional proceeds of $11.1 million. We used $11 million from the sale of the additional units to pay down our old credit facility.

Crestwood Transaction

On October 1, 2010, the Crestwood Transaction closed and Quicksilver sold all of its ownership interests in us to Crestwood. The Crestwood Transaction includes Crestwood’s purchase of a 100% interest in our General Partner, 5,696,752 common units and 11,513,625 subordinated limited partner units in CMLP and a note payable by CMLP which had a balance of approximately $58 million at closing. Quicksilver received from Crestwood $701 million in cash and has the right to receive additional cash payments from Crestwood in 2012 and 2013 of up to $72 million in the aggregate. The additional payments will be determined by an earn-out formula which is based upon our actual gathering volumes during 2011 and 2012. The earn-out provision was designed to provide additional incentive for our largest customer, Quicksilver, to maximize volumes through our pipeline systems and processing facilities. The costs associated with the additional earn-out payments will not be future obligations of CMLP but will be obligations of Crestwood.

Under the agreements governing the Crestwood Transaction, Quicksilver and Crestwood have agreed for two years not to solicit each other’s employees and Quicksilver has agreed not to compete with us with respect to gathering, treating and processing of natural gas and the transportation of natural gas liquids in Denton, Hood, Somervell, Johnson, Tarrant, Parker, Bosque and Erath Counties in Texas. Quicksilver is entitled to appoint a director to our General Partner’s board of directors until the later of the second anniversary of the closing and such time as Quicksilver generates less than 50% of our consolidated revenue in any fiscal year. Pursuant to this provision, Thomas Darden, our former CEO, was appointed to serve on our General Partner’s board of directors. Our current independent directors continue to serve as directors after the closing of the Crestwood Transaction.

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In connection with the closing of the Crestwood Transaction, Quicksilver is providing us with transitional services on a temporary basis on customary terms. More than 100 experienced midstream employees who had previously been seconded to us from Quicksilver became employees of Crestwood. We also entered into an agreement with Quicksilver for the joint development of areas governed by certain of our existing commercial agreements and amended certain of our existing commercial agreements, most significantly to extend the terms of all Quicksilver gathering agreements to 2020 and to establish a fixed gathering rate of $0.55 Mcf at the Alliance System.

Recent Events

On February 18, 2011, we entered into a Purchase and Sale Agreement (the “Frontier Purchase and Sale Agreement”) with Frontier Gas Services, LLC, a Delaware limited liability company (“Frontier”), pursuant to which we agreed to acquire midstream assets (the “Frontier Assets”) in the Fayetteville Shale and the Granite Wash plays for a purchase price of approximately $338 million, with an additional $15 million to be paid to Frontier if certain operational objectives are met within six-months of the closing date (the “Frontier Acquisition”). The final purchase price is payable in cash, and we expect to finance the purchase through a combination of equity and debt as described below. Consummation of the Frontier Acquisition is subject to customary closing conditions and regulatory approval. There can be no assurance that these closing conditions will be satisfied. We expect to close the Frontier Acquisition in the second quarter of 2011.

On February 18, 2011, we entered into a Class C Unit Purchase Agreement (the “Class C Unit Purchase Agreement”) with the purchasers named therein (the “Class C Unit Purchasers”) to sell approximately 6.2 million Class C Units in a private placement. The negotiated purchase price for the Class C Units is $24.50 per unit, resulting in gross proceeds to us of approximately $153 million. If the closing of the private placement is after the record date for our first quarter 2011 distribution in respect of our Common Units, the price per Class C Unit will be reduced by such distribution, but the total purchase price will remain $153 million, and the number of Class C Units issued will be increased accordingly. We intend to use the net proceeds from the private placement to fund a portion of the purchase price for the Frontier Acquisition. The private placement of the Class C Units pursuant to the Class C Unit Purchase Agreement is being made in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D thereof. The closing of the private placement is subject to certain conditions including (i) the closing of the Frontier Acquisition, (ii) the receipt of, or binding commitments to fund the Frontier Acquisition through (A) equity proceeds of not less than $150 million pursuant to the Class C Unit Purchase Agreement, and (B) debt financing of not less than $185 million from the issuance or incurrence of (x) borrowings under our Credit Facility, (y) borrowings under a bridge facility, and/or (z) senior unsecured notes, senior subordinated notes and/or other debt securities, with the weighted average total effective yield for the aggregate of all debt in this item (ii)(B) to be no more than 8.75%, (iii) the adoption of an amendment to our Partnership Agreement to establish the terms of the Class C Units, (iv) NYSE approval for listing of the Common Units to be issued upon conversion of the Class C Units, and (v) our filing of this annual report with the SEC.

In connection to the Class C Unit Purchase Agreement, we have agreed to enter into a registration rights agreement with the Class C Unit Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, upon request of a Class C Unit holder, we will be required to file a resale registration statement to register (i) the Class C Units issued pursuant to the Class C Unit Purchase Agreement, (ii) the Common Units issuable upon conversion of the Class C Units issued, (iii) any Class C Units issued in respect of the Class C Units as a distribution in kind in lieu of cash distributions and (iv) any Class C Units issued as liquidated damages under the Registration Rights Agreement, as soon as practicable after such request.

In connection with the proposed Frontier Acquisition, we obtained a commitment from UBS Loan Finance LLC, UBS Securities LLC, BNP Paribas, BNP Paribas Securities Corp., Royal Bank of Canada, RBC Capital Markets, RBS Securities Inc. and the Royal Bank of Scotland plc for senior unsecured bridge loans in an aggregate amount up to $200 million (the “Bridge Loans”). The commitment will expire upon the earliest to occur of (i) the termination of the Frontier Purchase and Sale Agreement in accordance with its own terms or (ii) 90 days after February 18, 2011.

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The foregoing description of the Frontier Purchase and Sale Agreement and the Class C Unit Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Frontier Purchase and Sale Agreement and Class C Unit Purchase Agreement, which are attached as Exhibit 2.3 and Exhibit 10.21, respectively to this annual report on Form 10-K and are included herein by reference.

Overview and Performance Metrics

We are a growth-oriented Delaware limited partnership engaged in gathering, processing, compression and treating of natural gas and delivery of NGLs produced from the Barnett Shale geologic formation of the Fort Worth Basin located in North Texas. We began operations in 2004 to provide midstream services primarily to Quicksilver as well as to other natural gas producers in this area. Additionally, all of our revenues are derived from operations in the Fort Worth Basin. During 2010, approximately 90% of our total gathering and processing volumes were comprised of natural gas owned or controlled by Quicksilver. Approximately 11% of our gathered volumes are comprised of natural gas purchased by Quicksilver from Eni SpA and gathered under Quicksilver’s Alliance gathering agreement.

Our results of our operations are significantly influenced by the volumes of natural gas gathered and processed through our systems. We gather, process, compress and treat natural gas pursuant to fee-based contracts. We do not take title to the natural gas or associated NGLs that we gather and process, and therefore, we avoid direct commodity price exposure. However, a prolonged decrease in the commodity price environment could result in our customers reducing their production volumes which would cause a resulting decrease in our revenue. All of our natural gas volumes gathered and processed during 2010 was subject to fee-based contracts.

Our management uses a variety of financial and operational measures to analyze our performance. We view these measures as important factors affecting our profitability and unitholder value and therefore we review them monthly for consistency and to identify trends in our operations. These performance measures are outlined below:

Volume — We must continually obtain new supplies of natural gas to maintain or increase throughput volumes on our gathering and processing systems. We are dependent on Quicksilver for approximately 90% of our throughput volumes. We routinely monitor producer activity in the areas we serve to identify new supply opportunities. Our ability to achieve these objectives is impacted by:

•  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 acquisition opportunities which might lead to new supplies of natural gas.

Adjusted Gross Margin — We use adjusted gross margin information to evaluate the relationship between our gathering and processing revenue and the cost of operating our facilities, including our general and administrative overhead. Adjusted gross margin is not a measure calculated in accordance with GAAP as it does not include deductions for expenses such as interest and income tax which are necessary to maintain our business. In measuring our operating performance, adjusted gross margin should not be considered an alternative to, or more meaningful than, net income or operating cash flow determined in accordance with GAAP. Our adjusted gross margin may not be comparable to a similarly titled measure of another entity because other entities may not calculate adjusted gross margin in the same manner. A reconciliation of adjusted gross margin to amounts reported under GAAP is presented in “Results of Operations.”

Operating Expenses — We consider operating expenses in evaluating the performance of our operations. These expenses are comprised primarily of direct labor, insurance, property taxes, repair and maintenance expense, utilities and contract services, and are largely independent of the volumes through our systems, but may fluctuate depending on the scale of our operations during a specific period. Our ability to manage operating expenses has a significant impact on our profitability and ability to pay distributions.

EBITDA — We believe that EBITDA is a widely accepted financial indicator of a company’s operational performance and its ability to incur and service debt, fund capital expenditures and make distributions. EBITDA is not a measure calculated in accordance with GAAP, as it does not include deductions for items such as depreciation, interest and income taxes, which are necessary to maintain our business. EBITDA should not be considered an

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alternative to net income, operating cash flow or any other measure of financial performance presented in accordance with GAAP. EBITDA calculations may vary among entities, so our computation may not be comparable to EBITDA measures of other entities. In evaluating EBITDA, we believe that investors should also consider, among other things, the amount by which EBITDA exceeds interest costs, how EBITDA compares to principal payments on debt and how EBITDA compares to capital expenditures for each period. A reconciliation of EBITDA to amounts reported under GAAP is presented in “Results of Operations.”

EBITDA is also used as a supplemental performance measure by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

•  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.

Results of Operations

The following table summarizes our combined results of operations for each of the three years in the period ended December 31, 2010:

	Year Ended December 31,
	2010			2009			2008
	(In thousands, except volume data)
Total revenues	$	113,590		$	95,881		$	76,084
Operations and maintenance expense		28,392			24,035			19,395
General and administrative expense		14,967			7,609			6,407
Adjusted gross margin		70,231			64,237			50,282
Other income		—			1			11
EBITDA		70,231			64,238			50,293
Depreciation and accretion expense		22,359			20,829			13,131
Interest expense		13,550			8,519			8,437
Income tax provision (benefit)		(550	)		399			253
Net income from continuing operations		34,872			34,491			28,472
Loss from discontinued operations		—			(1,992	)		(2,330	)
Net income	$	34,872		$	32,499		$	26,142

The following table summarizes our volumes for each of the three years ended December 31, 2010:

	Gathering						Processing
	2010		2009		2008		2010		2009		2008
					(MMcf)
Cowtown System		47,275		55,337		57,550		46,660		54,386		56,225
Lake Arlington Dry System		26,854		23,132		13,067		—		—		—
Alliance Midstream Assets		51,188		15,486		—		—		—		—
Total		125,317		93,955		70,617		46,660		54,386		56,225

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The following table summarizes the changes in our revenues:

	Gathering		Processing			Other			Total
			(In thousands)
Revenue for the year ended ended December 31, 2008	$	39,699	$	35,485		$	900		$	76,084
Volume changes		13,120		(1,161	)		—			11,959
Price changes		7,084		363			391			7,838
Revenue for the year ended ended December 31, 2009	$	59,903	$	34,687		$	1,291		$	95,881
Volume changes		19,994		(4,927	)		—			15,067
Price changes		3,497		436			(1,291	)		2,642
Revenue for the year ended ended December 31, 2010	$	83,394	$	30,196		$	—		$	113,590

2010 Compared with 2009

Total Revenue and Volumes — The increase in revenue of $17.7 million was due to an increase in the gathered volumes of natural gas on the Alliance System and LADS. The increase in the Alliance System volumes was the result of Quicksilver’s drilling program in the area, under a joint development agreement with ENI, which resulted in an increase of approximately 100 MMcfd in gathered volumes and $23.4 million in revenue. The increase of 11 MMcfd of volumes on the LADS was the result of additional well connects by producers resulting in a $2.4 million increase in revenue. These increases were offset by approximately $6.8 million due to the natural decline rate from existing wells connected to the Cowtown processing facility as local producers have recently focused new well connections in the Alliance and LADS areas.

Operations and Maintenance Expense — The increase in operations and maintenance expense was mainly due to $3.2 million of higher expenses attributable to the operation of the Alliance System. We expect the Alliance System operating costs to decrease in 2011 as we complete construction of our gathering system and reduce the amount of pipeline currently leased from Quicksilver. Operating expenses also increased due to $0.9 million in equity compensation expensed recognized in the fourth quarter of 2010 as a result of the change-in-control with the Crestwood Transaction.

General and Administrative Expense — The increase in general and administrative expense was due to $2.9 million of equity compensation expense, as a result of additional phantom unit grants issued in January 2010 and the vesting of equity-based compensation resulting from the change-in-control with the Crestwood Transaction. General and administrative expense includes $4.7 million and $1.8 million of equity-based compensation expense for 2010 and 2009, respectively. General and administration expense also includes approximately $2.7 million in costs incurred to transition systems and administrative functions related to the Crestwood Transaction. Excluding these non-recurring expenses, general and administrative expenses increased $1.8 million due primarily to increased compensation and benefits expense and costs of a new corporate location.

Adjusted Gross Margin and EBITDA — Adjusted gross margin and EBITDA increased primarily as a result of the increase in revenues described above. As a percentage of revenue, adjusted gross margin and EBITDA decreased from 67% in 2009 to 62% in 2010, primarily due to the increase in revenues and was partially offset by higher operations and maintenance expense associated with our current scale of operations and higher general and administrative expense.

Depreciation and Accretion Expense — Depreciation and accretion expense increased primarily as a result of continuing expansion of our asset base, which included the expansion of the Alliance System.

Interest Expense — Interest expense increased primarily due to the increases in the credit facility borrowings, principally used to fund capital projects, partially offset by the absence of any liability related to repurchase obligations. As a result of the termination of our old credit facility, we recognized $1.6 million in interest expense to write-off our remaining deferred financing costs. The increase was offset by the conclusion of our repurchase obligations during 2009 for which we have no interest expense for such items in 2010. During December 2009, we used $80.5 million of proceeds from our secondary offering to pay down our old credit facility. During January

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2010, we re-borrowed $95 million to purchase the Alliance Midstream Assets and repaid $11 million upon the underwriters’ exercise of their over-allotment.

The following table summarizes the details of interest expense for the year ended December 31, 2010 and 2009.

	Year Ended December 31,
	2010		2009
	(In thousands)
Interest cost:
Revolving credit facility	$	11,532	$	5,076
Repurchase obligations		—		1,681
Subordinated note		2,018		2,072
Total cost		13,550		8,829
Less interest capitalized		—		(310	)
Interest expense	$	13,550	$	8,519

2009 Compared with 2008

Total Revenues and Volumes — The increase in revenue is related to the $9.8 million of additional compression fees on the Cowtown System where additional compression assets were placed into service during 2009. The increase in total revenue was also due to $6.7 million in higher revenue due to increased volumes on the LADS and $4.2 million in higher revenue on the Alliance System, partially offset by lower processing volumes. Additionally, this volume increase was principally due to the well connections made during 2009 as Quicksilver completed and brought on-line additional wells in the Lake Arlington and Alliance areas.

Operations and Maintenance Expense — The increase in operations and maintenance expense was mainly due to $3.4 million of higher cost attributable to the expansion of the Alliance System as a result of the addition of the compression facility and expanded gathering system. In addition, the increase in operations and maintenance expense was due to the Corvette Plant that was placed in service in March 2009 and additional costs to operate compression assets that were placed into service during 2009. However, the increases in our operations and maintenance expenses have been less significant than the increases in our throughput volumes and revenues.

General and Administrative Expense — The increase in general and administrative expense was primarily the result of our expanded operations and the increase in the allocable portion of Quicksilver’s overhead costs, primarily related to safety and purchasing and transaction costs incurred during 2009 related to the Alliance Midstream Assets purchase. General and administrative expense includes $1.8 million and $1.2 million of equity-based compensation for 2009 and 2008, respectively.

Adjusted Gross Margin and EBITDA — Adjusted gross margin and EBITDA increased primarily as a result of the increase in revenues described above. As a percentage of revenues, adjusted gross margin and EBITDA increased from 66% in 2008 to approximately 67% in 2009, primarily due to the increase in revenues, which were partially offset by operations and maintenance expense associated with our current scale of operations and higher general and administrative expense.

Depreciation and Accretion Expense — Depreciation and accretion expense increased primarily as a result of the property, plant and equipment placed into service during 2009 in expanding our gathering network and increasing our processing and compression capabilities.

Interest Expense — Interest expense increased primarily due to greater amounts outstanding under the old credit facility throughout 2009, partially offset by lower repurchase obligation balance and lower effective interest rates.

The following table summarizes the details of interest expense for the years ended December 31, 2009 and 2008. With the culmination of our repurchase obligations during 2009, we expect no interest expense for such items

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in 2010, although the increased borrowing spreads as a result of our lenders’ redetermination will likely result in an increase to our interest expense:

	Year Ended December 31,
	2009			2008
	(In thousands)
Interest cost:
Revolving credit facility	$	5,076		$	3,158
Repurchase obligations		1,681			4,283
Subordinated note		2,072			2,802
Total cost		8,829			10,243
Less interest capitalized		(310	)		(1,806	)
Interest expense	$	8,519		$	8,437

Liquidity and Capital Resources

Our sources of liquidity include:

•  cash generated from operations;

•  borrowings under our Credit Facility; and

•  future capital market transactions.

We believe that the cash generated from these sources will be sufficient to meet our expected $0.43 per unit quarterly cash distributions during 2011 and satisfy our short-term working capital and maintenance capital expenditure requirements.

Since the inception of operations in 2004, our cash flows have been significantly influenced by Quicksilver’s production in the Fort Worth Basin. As Quicksilver and others have developed the Fort Worth Basin, we have expanded our gathering and processing facilities to serve the additional volumes produced by such development.

Known Trends and Uncertainties

Our financial condition and results of operations, including our liquidity and profitability, can be significantly affected by the following:

•  natural gas prices;

•  dependency on Quicksilver and the Fort Worth Basin; and

•  regulatory requirements.

The volumes of natural gas that we gather and process are dependent upon the natural gas volumes produced by our customers, which may be affected by prevailing natural gas prices, their derivative programs, and the availability and cost of capital. We cannot predict future changes to natural gas prices or how any such pricing changes will influence producers’ behaviors. If reduced drilling and development programs in the Fort Worth Basin were to be sustained over a prolonged period of time, we could experience a reduction in volumes through our system and therefore reductions of revenue and cash flows.

At this time, all of our revenue is derived from our operations in the Fort Worth Basin. In addition, approximately 90% of our total gathering and processing revenue is associated with natural gas volumes owned or controlled by Quicksilver. The risk of revenue fluctuations in the near-term is somewhat mitigated by the use of fixed fee contracts for providing gathering and processing and treating services to our customers, but we are still susceptible to volume fluctuations. To reduce the concentration risk associated with our dependency on one producer and one geographic area, we are regularly reviewing opportunities for both organic growth projects and acquisitions in other producing basins and with other producers.

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We are subject to environmental laws, regulations and permits, including green house gas requirements that may expose us to significant costs or obligations. In general, these laws, regulations, and permits have become more stringent over time and are subject to further changes and could materially affect our financial condition and results of operations in the future.

Significant Economic Factors That Impact our Business

Changes in natural gas supply such as new discoveries of natural gas reserves, declining production in older fields and the introduction of new sources of natural gas supply, such as non-conventional and emerging natural gas shale plays, affect the demand from producers for our services. As these supply dynamics change, we anticipate that we will actively pursue projects that will allow us to provide midstream services to producers associated with the growth of new sources of supply. Changes in demographics, the amount of natural gas fired power generation, liquefied natural gas imports and shifts in industrial and residential usage affect the overall demand for natural gas.

We believe that the key factors that impact our business are natural gas prices, our customers’ drilling and completion activities, and government regulation on natural gas pipelines. These key factors play an important role in how we evaluate our operations and implement our long-term strategies.

Cash Flows

	Year Ended December 31,
	2010			2009			2008
	(In thousands)
Net cash provided by operating activities	$	48,003		$	68,949		$	52,572
Net cash used in investing activities		(149,345	)		(54,818	)		(148,079	)
Net cash provided by (used in) financing activities		100,598			(13,688	)		94,685

2010 Cash Flows Compared to 2009

Cash Flows Provided by Operating Activities — The decrease in cash flows from operating activities resulted from an increase in the accounts receivable balance primarily related to the timing of collections from Quicksilver.

Cash Flows Used in Investing Activities — The increase in cash flows used in investing activities resulted from the distribution to Quicksilver of $80.3 million related to the purchase of the Alliance Midstream Assets. Additionally, for the 2010 period, we spent $69.0 million for gathering assets and facilities, of which approximately $50 million relates to the expansion of the gathering system at Alliance.

Cash Flows Provided by Financing Activities — Changes in cash flows provided by financing activities during the 2010 period resulted primarily from the net borrowings under our credit facilities of $158.1 million compared with the 2009 period pay down under our old credit facility of $49.5 million. This change is largely reflective of our funding of the purchase of the Alliance Midstream Assets for $84.4 million. We also borrowed $13.6 million to pay financing costs related to our new Credit Facility. In addition, we distributed $12.8 million more to our unitholders during the 2010 period due to increases in our quarterly distributions from December 31, 2009 to December 31, 2010. In January 2010, the underwriters of our equity offering exercised their option to purchase an additional 549,200 common units, which generated proceeds of $11.1 million compared to $80.8 million in 2009.

2009 Cash Flows Compared to 2008

Cash Flows Provided by Operating Activities — The increase in cash flows provided by operating activities resulted primarily from increased revenues and higher profitability associated with the natural gas gathered and processed through our systems, due to factors discussed above in our results of operations.

Cash Flows Used in Investing Activities — The decrease in cash flows used in investing activities resulted from the lower capital expenditures used to expand our gathering system and processing capabilities, particularly due to an $80 million decrease in spending on plant capital, most significantly related to spending for the Corvette Plant construction. In 2009, we spent $26.9 million on gathering assets, and $27.9 million on processing facilities, which

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included $26.6 million related to the Corvette Plant. The cash flows used in investing activities during 2009 include the payment of $25.8 million that was incurred and accrued at December 31, 2008.

Cash Flows Used in Financing Activities — Changes in cash flows used in financing activities during 2009 consisted primarily of the 2009 net pay down under our old credit facility of $49.5 million compared with 2008 net borrowings of $169.9 million. In addition, we distributed $5.0 million more to our unitholders during 2009. Our secondary offering during December 2009, generated proceeds of $80.8 million for which there was no comparable 2008 event. Cash flows in 2009 also reflect $36.4 million of lower payments pursuant to repurchase obligations compared to 2008, when we purchased LADS.

Capital Expenditures

The midstream energy business is capital intensive, requiring significant investment for the acquisition or development of new facilities. We categorize our capital expenditures as either:

•  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.

Since our inception in 2004, we have made substantial capital expenditures. We anticipate that we will continue to make capital expenditures to develop our gathering and processing network as Quicksilver continues to expand its development efforts in the Fort Worth Basin. Consequently, our ability to develop and maintain sources of funds to meet our capital requirements is critical to our ability to meet our growth objectives and to maintain our distribution levels.

We have budgeted approximately $37 million in capital expenditures for 2011, of which $4 million is classified as maintenance capital expenditures. The capital budget includes approximately $33 million for the construction of pipelines and gathering systems, $3 million for compression assets and $1 million for processing plants. We expect to fund our capital expenditures through borrowing under our Credit Facility and from cash generated from operations.

Repurchase Obligation to Quicksilver

During 2009, our independent directors voted to acquire certain of the Cowtown Pipeline assets subject to the repurchase obligation that had an original cost of approximately $5.6 million. We paid $5.6 million for these assets in September 2009. Furthermore, our independent directors elected not to acquire certain Cowtown Pipeline assets that had been previously included in the repurchase obligation. In doing so, we derecognized assets with a carrying value of $56.8 million and also derecognized liabilities associated with the repurchase of $68.6 million. The difference of $11.8 million between the assets’ carrying values and their repurchase obligation was reflected as an increase in partners’ capital effective upon the decision not to purchase. We also entered into an agreement with Quicksilver to permit us to gather third party gas for a fee across the Cowtown Pipeline laterals retained by Quicksilver. The decision not to purchase certain Cowtown Pipeline assets did not have a material effect on our gathering and processing revenues as the natural gas stream from these laterals continues to flow into our Cowtown Pipeline gathering and processing facilities.

We had been obligated to repurchase from Quicksilver a gas gathering system in Hill County, Texas, at its fair market value within two years after its completion and commencement of commercial service. As a result of this contractual purchase obligation, we have historically included the HCDS in our financial statements since our initial public offering. In November 2009, we and Quicksilver mutually agreed to waive both parties’ rights and obligations to transfer ownership of the HCDS to us. The revenues and expenses directly attributable to the HCDS for the periods prior to November 2009 have been retroactively reported as discontinued operations.

For a complete description of our repurchase obligations to Quicksilver, see Note 2 to our consolidated financial statements included in Item 8 of this annual report.

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Other Matters

We regularly review opportunities for both organic growth projects and acquisitions that will enhance our financial performance. Since we strive to distribute most of our available cash to our unitholders, we will depend on a combination of borrowings under our Credit Facility, operating cash flows and debt or equity offerings to finance any future growth capital expenditures or acquisitions.

Credit Facility and Subordinated Note

For a complete description of Long Term Debt, see Note 7 to our consolidated financial statements included in Item 8 of this annual report.

Total Contractual Obligations

The following table summarizes our total contractual cash obligations as of December 31, 2010.

	Payments Due by Period
Contractual Obligations	Total		2011		2012		2013		2014		2015		Thereafter
					(In millions)
Long-term debt(1)	$	283.5	$	—	$	—	$	—	$	—	$	283.5	$	—
Scheduled interest obligations(2)		42.3		8.9		8.9		8.9		8.9		6.7		—
Contractual Obligations(3)		4.0		1.6		0.8		0.7		0.5		0.4		—
Asset retirement obligations(4)		9.9		—		—		—		—		—		9.9
Total contractual obligations	$	339.7	$	10.5	$	9.7	$	9.6	$	9.4	$	290.6	$	9.9

(1)	As of December 31, 2010, we had $283.5 million outstanding under our Credit Facility.
(2)	Based on our debt outstanding and interest rates in effect at December 31, 2010, we would anticipate interest payments to be approximately $8.9 million annually on our Credit Facility. For each additional $10.0 million in borrowings, annual interest payments will increase by approximately $0.3 million. If the committed amount under our Credit Facility were to be fully utilized by year-end 2011 at interest rates in effect at December 31, 2010, we estimate that annual interest expenses would increase by approximately $3.7 million. If interest rates on our December 31, 2010 variable debt balance of $283.5 million increase or decrease by one percentage point, our annual income will decrease or increase by $2.8 million.
(3)	We lease office buildings and other property under operating leases.
(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

Management discusses with our Audit Committee the development, selection and disclosure of our critical accounting policies and estimates and the application of these policies and estimates. Our consolidated financial statements are prepared in accordance with GAAP in the United States. We believe our accounting policies are appropriately selected and applied.

Use of Estimates

GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and notes. These estimates and judgments are based on information available at the time that we make such estimates and judgments. These estimates and judgments principally affected the reported amounts of depreciation expense, asset retirement obligations and stock-based compensation.

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Depreciation Expense and Cost Capitalization Policies

Policy Description

Our assets consist primarily of natural gas gathering pipelines, processing plants and compression facilities. We capitalize all construction-related direct labor and material costs plus the interest cost associated with financing the construction of new facilities. These aggregate costs less the estimated salvage value are then depreciated using the straight-line method over the estimated useful life of the constructed asset. The costs of renewals and betterments that extend the useful life or substantially improve the efficiency of property, plant and equipment are also capitalized. The costs of repairs, replacements and normal maintenance projects are expensed as incurred.

Judgments and Assumptions

The computation of depreciation expense requires judgment regarding the estimated useful lives and salvage value of assets. As circumstances warrant, depreciation estimates are reviewed to determine if any changes are needed. Such changes could involve an increase or decrease in estimated useful lives or salvage values which could impact current and future depreciation expense. When making expenditures, we also must determine whether they improve efficiency or extend the useful life of the underlying assets, to determine whether to capitalize such amounts paid.

Asset Retirement Obligations

Policy Description

In certain instances, we have obligations to remove equipment and restore land at the end of our right-of-way period or the asset’s useful life. We estimate the amount and timing of asset retirement expenditures and record the discounted fair value of asset retirement obligations as a liability in the period in which it is legally or contractually incurred. Upon initial recognition of the asset retirement liability, an asset retirement cost is capitalized by increasing the carrying amount of the related long-lived asset by the same amount as the liability. Changes in the liability for the asset retirement obligation are recognized for both the passage of time and revisions to either the timing or the amount of the estimated cash flows. In periods subsequent to initial measurement, the asset retirement cost is allocated to expense on a straight-line basis over the asset’s useful life.

Judgments and Assumptions

Inherent in the fair value calculation of asset retirement obligations are numerous assumptions and judgments including the estimated remaining lives of the wells connected to our systems, the estimated cost to remove equipment or restore land in the future, inflation factors, credit adjusted discount rates and changes in the legal or regulatory requirements. To the extent future revisions to these assumptions impact the fair value of our existing asset retirement obligation, a corresponding adjustment is made to our liability.

Equity-Based Compensation

Policy Description

Prior to 2007, we issued no equity-based compensation awards. During 2008, 2009 and 2010, we issued phantom units to certain non-management directors and executive officers of our General Partner and employees of Quicksilver and Crestwood who provide services to us. An estimate of fair value is determined for all share-based payment awards on the grant date. Compensation expense for all share-based payment awards is recognized over the vesting period for each award.

Judgments and Assumptions

GAAP requires management to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include forfeiture rates and estimated distributions during the vesting period. Changes in these assumptions can materially affect the fair value estimate.

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We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions that we use to determine stock-based compensation expense. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to changes in stock-based compensation expense that could be material. If actual results are not consistent with the assumptions used, the stock-based compensation expense reported in our financial statements may not be representative of the actual economic cost of the stock-based compensation.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements within the meaning of Item 303(a)(4) of SEC Regulation S-K.

Recently Issued Accounting Pronouncements

The information regarding recent accounting pronouncements is included in Note 2 to our consolidated financial statements, included in Item 8 of this annual report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

We have established policies and procedures for managing risk within our organization, including internal controls. The level of risk assumed by us is based on our objectives and capacity to manage risk.

Credit Risk

Our primary credit risk relates to our dependency on Quicksilver for the majority of our natural gas volumes, which causes us to be subject to the risk of nonpayment or late payment by Quicksilver for gathering and processing fees. Quicksilver’s credit ratings are below investment grade, where they may remain for the foreseeable future. Accordingly, this risk could be higher than it might be with a more creditworthy customer or with a more diversified group of customers. Unless and until we significantly diversify our customer base, we expect to continue to be subject to non-diversified risk of nonpayment or late payment of our fees. Additionally, we perform credit analyses of our customers on a regular basis pursuant to our corporate credit policy. We have not had any significant losses due to counter-party failures to perform.

Interest Rate Risk

Although our base interest rates remain low, our leverage ratios directly influence the spreads charged by lenders. The credit markets could also drive the spreads charged by lenders upward. As base rates or spreads increase, our financing costs will increase accordingly. Although this could limit our ability to raise funds in the capital markets, we expect that our competitors would face similar challenges with respect to funding acquisitions and capital projects. We are exposed to variable interest rate risk as a result of borrowings under our Credit Facility. The table of contractual obligations contained in Item 7 of this annual report contains more information regarding interest rate sensitivity.

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Item 8.   Financial Statements and Supplementary Data

CRESTWOOD MIDSTREAM PARTNERS LP
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		52
Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008		53
Consolidated Balance Sheets as of December 31, 2010 and 2009		54
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008		55
Consolidated Statements of Changes in Partners’ Capital for the Years ended December 31, 2010, 2009 and 2008		56
Notes to Consolidated Financial Statements for the Years Ended December 31, 2010, 2009 and 2008		57

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Crestwood Midstream Partners LP

We have audited the accompanying consolidated balance sheets of Crestwood Midstream Partners LP (formerly Quicksilver Gas Services LP) and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, cash flows, and changes in partners’ capital for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Crestwood Midstream Partners LP and subsidiaries at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2011, expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Fort Worth, Texas

February 25, 2011

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CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED STATEMENTS OF INCOME

In thousands, except for per unit data

	Year Ended December 31,
	2010			2009			2008
Revenue
Gathering revenue — related party	$	77,645		$	57,593		$	34,468
Gathering revenue		5,749			2,310			5,231
Processing revenue — related party		27,590			32,605			30,127
Processing revenue		2,606			2,082			5,358
Other revenue — related party		—			1,291			900
Total revenue		113,590			95,881			76,084
Expenses
Operations and maintenance		28,392			24,035			19,395
General and administrative		14,967			7,609			6,407
Depreciation and accretion		22,359			20,829			13,131
Total expenses		65,718			52,473			38,933
Operating income		47,872			43,408			37,151
Other income		—			1			11
Interest expense		13,550			8,519			8,437
Income from continuing operations before income taxes		34,322			34,890			28,725
Income tax provision (benefit)		(550	)		399			253
Net income from continuing operations		34,872			34,491			28,472
Loss from discontinued operations		—			(1,992	)		(2,330	)
Net income	$	34,872		$	32,499		$	26,142
General partner interest in net income	$	2,526		$	1,172		$	647
Common and subordinated unitholders’ interest in net income	$	32,346		$	31,327		$	25,495
Basic earnings (loss) per unit:
From continuing operations per common and subordinated unit	$	1.11		$	1.38		$	1.17
From discontinued operations per common and subordinated unit	$	—		$	(0.08	)	$	(0.10	)
Net earnings per common and subordinated unit	$	1.11		$	1.30		$	1.07
Diluted earnings (loss) per unit:
From continuing operations per common and subordinated unit	$	1.03		$	1.25		$	1.03
From discontinued operations per common and subordinated unit	$	—		$	(0.07	)	$	(0.08	)
Net earnings per common and subordinated unit	$	1.03		$	1.18		$	0.95
Weighted average number of common and subordinated units outstanding:
Basic		29,070			24,057			23,783
Diluted		31,316			28,189			29,583
Distributions per unit (attributable to the period ended)	$	1.66		$	1.52		$	1.39

The accompanying notes are an integral part of these consolidated financial statements.

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CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED BALANCE SHEETS

In thousands, except for unit data

	December 31,		December 31,
	2010		2009
ASSETS
Current assets
Cash and cash equivalents	$	2	$	746
Accounts receivable		1,679		1,342
Accounts receivable — related party		23,003		—
Prepaid expenses and other		1,052		180
Total current assets		25,736		2,268
Property, plant and equipment, net		531,371		482,497
Other assets		13,520		2,859
Total assets	$	570,627	$	487,624
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Current maturities of debt	$	—	$	2,475
Accounts payable — related party		4,267		1,727
Accrued additions to property, plant and equipment		11,309		8,015
Accounts payable and other		2,917		2,240
Total current liabilities		18,493		14,457
Long-term debt		283,504		125,400
Subordinated note payable		—		53,243
Asset retirement obligations		9,877		8,919
Deferred income taxes		—		768
Commitments and contingent liabilities (Note 9)
Partners’ capital
Common unitholders (31,187,696 and 16,313,451 units issued and outstanding at December 31, 2010 and December 31, 2009, respectively)		258,069		281,239
Subordinated unitholders (0 and 11,513,625 units issued and outstanding at December 31, 2010 and December 31, 2009, respectively)		—		3,040
General partner		684		558
Total partners’ capital		258,753		284,837
	$	570,627	$	487,624

The accompanying notes are an integral part of these consolidated financial statements.

54

CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands

	Year Ended December 31,
	2010			2009			2008
Operating activities:
Net income	$	34,872		$	32,499		$	26,142
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		21,848			23,046			14,545
Accretion of asset retirement obligations		511			394			184
Deferred income taxes		(768	)		399			196
Equity-based compensation		5,522			1,705			1,017
Non-cash interest expense		4,961			6,191			9,787
Changes in assets and liabilities:
Accounts receivable		(270	)		740			(1,200	)
Prepaid expenses and other assets		(903	)		387			(612	)
Accounts receivable — related party		(23,003	)		3,621			4,002
Accounts payable — related party		4,630
Accounts payable and other		603			(33	)		(1,489	)
Net cash provided by operating activities		48,003			68,949			52,572
Investing activities:
Capital expenditures		(69,069	)		(54,818	)		(148,079	)
Distributions to Quicksilver for Alliance Midstream Assets		(80,276	)		—			—
Net cash used in investing activities		(149,345	)		(54,818	)		(148,079	)
Financing activities:
Proceeds from revolving credit facility borrowings		426,704			56,000			169,900
Debt issuance costs paid		(13,568	)		(1,446	)		(486	)
Repayment of repurchase obligation to Quicksilver		—			(5,645	)		(42,085	)
Repayments of credit facility		(268,600	)		(105,500	)		—
Repayment of subordinated note payable to Quicksilver		—			—			(825	)
Proceeds from issuance of equity units		11,088			80,760			—
Equity issuance cost paid		(34	)		(31	)		—
Contributions by Quicksilver		—			(816	)		111
Distributions to unitholders		(49,699	)		(36,947	)		(31,930	)
Taxes paid for equity-based compensation vesting		(5,293	)		(63	)		—
Net cash provided by (used in) financing activities		100,598			(13,688	)		94,685
Net cash increase (decrease)		(744	)		443			(822	)
Cash and cash equivalents at beginning of period		746			303			1,125
Cash and cash equivalents at end of period	$	2		$	746		$	303
Cash paid for interest	$	8,590		$	4,682		$	2,341
Cash paid for income taxes	$	—		$	—		$	332
Non-cash transactions:
Working capital related to capital expenditures	$	11,309		$	10,105		$	31,920
Costs in connection with the equity offering		—			(416	)		—
Contribution of property, plant and equipment from Quicksilver		—			72,342			9,668
Disposition (acquisition) of property, plant and equipment under repurchase obligation, net		—			111,070			(77,108	)
Equity contribution related to assets not purchased pursuant to repurchase obligations	$	—		$	20,663		$	—
Repayment of subordinated note	$	57,736			—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

55

CRESTWOOD MIDSTREAM PARTNERS LP

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

In thousands

	Partners’ Capital
	Limited Partners
	Common			Subordinated			General Partner			Total
Balance at December 31, 2007	$	109,830		$	356		$	14		$	110,200
Equity-based compensation expense recognized		1,017			—			—			1,017
Distributions paid to partners		(16,135	)		(15,140	)		(655	)		(31,930	)
Contribution by Quicksilver		9,779			—			—			9,779
Net income		13,050			12,456			636			26,142
Balance at December 31, 2008		117,541			(2,328	)		(5	)		115,208
Equity-based compensation expense recognized		1,705			—			—			1,705
Distributions paid to partners		(18,471	)		(17,270	)		(1,206	)		(36,947	)
Net income		18,384			12,926			1,189			32,499
Contribution by Quicksilver		81,830			9,712			580			92,122
Public offering of units, net of offering costs		80,313			—			—			80,313
Other		(63	)		—			—			(63	)
Balance at December 31, 2009		281,239			3,040			558			284,837
Equity-based compensation expense recognized		5,522			—			—			5,522
Distributions paid to partners		(28,648	)		(18,651	)		(2,400	)		(49,699	)
Net income		22,614			9,732			2,526			34,872
Distribution to Quicksilver		(80,276	)		—			—			(80,276	)
Public offering of units, net of offering costs		11,054			—			—			11,054
Conversion of subordinated note payable		57,736			—			—			57,736
Conversion of subordinated units		(5,879	)		5,879			—			—
Taxes paid for equity-based compensation vesting		(5,293	)		—			—			(5,293	)
Balance at December 31, 2010	$	258,069		$	—		$	684		$	258,753

The accompanying notes are an integral part of these consolidated financial statements.

56

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization — Crestwood Midstream Partners LP (“CMLP”) is a Delaware limited partnership formed for the purpose of completing a public offering of common units and concurrently acquiring and operating midstream assets. As of September 30, 2010 our General Partner was owned by Quicksilver.

On October 1, 2010, the Crestwood Transaction closed and Quicksilver sold all of its ownership interests in CMLP to Crestwood. The Crestwood Transaction includes Crestwood’s purchase of a 100% interest in our General Partner, 5,696,752 common units and 11,513,625 subordinated limited partner units in CMLP and a note payable by CMLP which had a carrying value of approximately $58 million at closing. Quicksilver received from Crestwood $701 million in cash and has the right to receive additional cash payments from Crestwood in 2012 and 2013 of up to $72 million in the aggregate. The additional payments will be determined by an earn-out formula which is based upon our actual gathering volumes during 2011 and 2012.

On October 4, 2010, our name changed from Quicksilver Gas Services LP to Crestwood Midstream Partners LP and our ticker symbol on the New York Stock Exchange for our publicly traded common units changed from “KGS” to “CMLP”.

The Crestwood Transaction did not have any direct impact to our historical financial statements as previously reported. However, during October 2010, the following significant matters occurred:

•  recognition of approximately $3.6 million of costs associated with the vesting of equity-based compensation of our phantom units upon the closing of the Crestwood Transaction in accordance with the change-in-control provisions of our 2007 Equity Plan;

•  acceleration of amounts due under our old $320 million credit facility, which was replaced with a new $400 million Credit Facility;

•  termination of our omnibus agreement with Quicksilver, which was replaced with a new Omnibus Agreement;

•  termination of our Services and Secondment Agreement with Quicksilver which we replaced, on a temporary basis, with a Transition Services Agreement with Quicksilver;

•  extension of the tenor of all of our gathering and processing agreements with Quicksilver to 2020; and

•  change to a fixed gathering rate of $0.55 per Mcf for the Alliance System for Quicksilver to replace the variable rate which had a range of $0.40 to $0.55 per Mcf.

On December 10, 2009, we entered into an underwriting agreement to offer 4,000,000 common units at a price to the public of $21.10 per common unit. The total net proceeds that we received from the equity offering during December 2009, before expenses, were approximately $81 million. In January 2010, the underwriters exercised their option to purchase an additional 549,200 common units, which resulted in additional proceeds of $11.1 million. During December 2009, we used the proceeds from our equity offering to temporarily pay down our old credit facility before finalizing our purchase of the Alliance Midstream Assets for $84.4 million during 2010. In January 2010, we used $11 million from the sale of additional units to the underwriters to pay down our old credit facility.

As of December 31, 2010, our ownership is as follows:

	Ownership Percentage
	Crestwood			Public			Total
General partner interest		1.5	%		—			1.5	%
Limited partner interest:
Common unitholders		61.7	%		36.8	%		98.5	%
Total interests		63.2	%		36.8	%		100.0	%

57

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Neither CMLP nor our General Partner has any employees. Employees of Crestwood provide services to our General Partner pursuant to an Omnibus Agreement.

Description of Business — We are engaged in the gathering, processing, compression and treating of natural gas and the delivery of NGLs produced from the Barnett Shale formation in the Fort Worth Basin located in North Texas. We provide these midstream services under contracts, whereby we receive fees for performing gathering, processing, compression and treating services. We do not take title to the natural gas or associated NGLs thereby avoiding direct commodity price exposure.

We conduct our operations through our Cowtown System, Lake Arlington Dry System and Alliance Midstream Assets and formerly Hill County Dry System as described below:

Cowtown System

The Cowtown System, located principally in Hood and Somervell Counties in the southern portion of the Fort Worth Basin, which includes:

•  the Cowtown Pipeline, consisting of a gathering system and related 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 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 sale downstream.

Lake Arlington Dry System

The LADS, located in eastern Tarrant County, consists of a gas gathering system and related gas compression facility with capacity of 230 MMcfd. This system gathers natural gas produced by our customers and delivers it to unaffiliated pipelines for sale downstream.

Hill County Dry System

As more fully described in Note 2, our financial information through November 2009 also included the operations of a gathering system in Hill County, Texas. The HCDS gathers natural gas and delivers it to unaffiliated pipelines for further transport and sale downstream. As of November 2009, the revenue and expenses directly attributable to the HCDS for the periods prior to November 2009 have been retrospectively reported as discontinued operations based upon the execution of the Repurchase Obligation Waiver. The HCDS had previously been subject to a repurchase obligation since its 2007 sale to Quicksilver.

All repurchase obligations to Quicksilver were concluded by December 31, 2009. Notes 2 and 4 to our financial statements contain more information regarding the Repurchase Obligation Waiver.

Alliance Midstream Assets

During 2010, we completed the purchase of the Alliance Midstream Assets from Quicksilver for a purchase price of $84.4 million, which, with subsequent additions, we refer to as the Alliance System. The Alliance System consists of a gathering system and related compression facility with a capacity of 300 MMcfd, an amine treating facility with capacity of 360 MMcfd and a dehydration treating facility with capacity of 300 MMcfd. This system gathers natural gas produced by our customers and delivers it to unaffiliated pipelines for sale downstream. The

58

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

majority of the Alliance Midstream Assets operations commenced service in September 2009, although less significant operations had been conducted prior to that time. Because the purchase of the Alliance Midstream Assets was conducted among entities then under common control, GAAP requires the inclusion of the Alliance System’s revenue and expenses in our income statements for all periods presented, including periods prior to our purchase of the system. The following summarizes the impact of this inclusion:

	For the Year Ended December 31, 2009
	As Previously
	Presented			Alliance System			Combined
				(In thousands)
Revenue	$	91,706		$	4,175		$	95,881
Operating expenses		(47,610	)		(4,863	)		(52,473	)
Operating income (loss)	$	44,096		$	(688	)	$	43,408
Basic earnings (loss) per limited partner unit:	$	1.33		$	(0.03	)	$	1.30
Diluted earnings (loss) per limited partner unit:	$	1.21		$	(0.03	)	$	1.18

	For the Year Ended December 31, 2008
	As Previously
	Presented			Alliance System			Combined
				(In thousands)
Revenue	$	76,084		$	—		$	76,084
Operating expenses		(38,659	)		(274	)		(38,933	)
Operating income (loss)	$	37,425		$	(274	)	$	37,151
Basic earnings (loss) per limited partner unit:	$	1.08		$	(0.01	)	$	1.07
Diluted earnings (loss) per limited partner unit:	$	0.96		$	(0.01	)	$	0.95

	As of December 31, 2009
	As Previously
	Presented		Alliance System		Combined
			(In thousands)
Assets
Property, plant and equipment, net	$	396,952	$	85,545	$	482,497
Total assets	$	396,952	$	85,545	$	482,497
Liabilities
Accrued additions to property, plant and equipment	$	4,011	$	4,004	$	8,015
Asset retirement obligations		7,654		1,265		8,919
Partners’ capital		204,561		80,276		284,837
Total liabilities and partners’ capital	$	216,226	$	85,545	$	301,771

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying consolidated financial statements and related notes present the financial position, results of operations, cash flows and changes in partners’ capital of our natural gas gathering and processing assets. The financial statements include historical cost-basis accounts of the assets of our Predecessor which were contributed to us by Quicksilver and two private investors in connection with the IPO.

59

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our consolidated financial statements include the accounts of CMLP and its majority-owned subsidiaries. We eliminate all inter-company balances and transactions in preparing consolidated financial statements.

Discontinued Operations — In November 2009, Quicksilver and our General Partner mutually agreed to waive both parties’ rights and obligations to transfer ownership of the HCDS from Quicksilver to us, which we refer to as the Repurchase Obligation Waiver. The Repurchase Obligation Waiver caused derecognition of the assets and liabilities directly attributable to the HCDS, most significantly the property, plant and equipment and repurchase obligation, beginning in November 2009. In addition, the Repurchase Obligation Waiver caused the elimination of the HCDS’ revenues and expenses from our consolidated results of operations beginning in November 2009. The revenues and expenses directly attributable to the HCDS for the periods prior to November 2009 have been retrospectively reported as discontinued operations.

Use of Estimates — The preparation of the financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities that exist at the date of the financial statements. Estimates and judgments are based on information available at the time such estimates and judgments are made. Although management believes the estimates are appropriate, actual results can differ from those estimates.

Cash and Cash Equivalents — We consider all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash or cash equivalents. These cash equivalents consist principally of temporary investments of cash in short-term money market instruments.

Accounts receivable — Accounts receivable are due from Quicksilver and other independent natural gas producers. Each of our customers is reviewed as to credit worthiness prior to the extension of credit and on a regular basis thereafter. Although we do not require collateral, appropriate credit ratings are required. Receivables are generally due within 30-60 days. At December 31, 2010 and 2009, we have recorded no allowance for uncollectible accounts receivable. During 2010, we experienced no significant non-payment for services.

Property, Plant and Equipment — Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The cost of maintenance and repairs, which are not significant improvements, are expensed when incurred. Expenditures to extend the useful lives of the assets or enhance their productivity or efficiency from their original design are capitalized over the expected remaining period of use.

Impairment of Long-Lived Assets — We review long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If we determine that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, we would record an impairment charge to reduce the carrying amount for the asset to its estimated fair value. At December 31, 2010, our analysis of estimated future cash flows indicated that there was no impairment on our long-lived assets.

Other Assets — Other assets consist of costs associated with debt issuance and pipeline license agreements, net of amortization. Debt issuance costs are amortized over the term of the associated debt. Pipeline license agreements provide us the right to construct, operate and maintain certain pipelines with local municipalities. The pipeline license agreements are amortized over the initial term of the agreement.

Asset Retirement Obligations — We record the discounted fair value of the liability for asset retirement obligations in the period in which it is legally or contractually incurred. Upon initial recognition of the asset retirement liability, an asset retirement cost is capitalized by increasing the carrying amount of the long-lived asset by the same amount as the liability. In periods subsequent to the initial measurement, the asset retirement cost is allocated to expense using a straight line method over the asset’s useful life. Changes in the liability for the asset retirement obligation are recognized for (a) the passage of time and (b) revisions to either the timing or the amount of the estimated cash flows.

60

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Environmental Liabilities — Liabilities for environmental loss contingencies, including environmental remediation costs, are charged to expense when it is probable that a liability has been incurred and the amount of the assessment or remediation can be reasonably estimated.

Revenue Recognition — Our primary service offerings are the gathering and processing of natural gas. We have contracts under which we receive revenue based on the volume of natural gas gathered and processed. We recognize revenue when all of the following criteria are met:

•  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 — We are subject to a margin tax that requires tax payments at a maximum statutory effective rate of 0.7% of the gross revenue apportioned to Texas. The margin tax qualifies as an income tax under GAAP, which requires us to recognize currently the impact of this tax on the temporary differences between the financial statement assets and liabilities and their tax basis.

Earnings per Limited Partner Unit — Our net income is allocated to the general partner and the limited partners, in accordance with their respective ownership percentages, after giving effect to incentive distributions paid to the general partner. Basic earnings per unit are computed by dividing net income attributable to limited partner unitholders by the weighted-average number of limited partner units outstanding during each period. Diluted earnings per unit are computed using the treasury stock method, which considers the impact to net income and common units from the potential issuance of units and conversion of debt into limited partner units.

Segment Information — We operate solely in the midstream segment in Texas where we provide natural gas gathering, treating and processing services.

Fair Value of Financial Instruments — The fair value of accounts receivable, accounts payable and long-term debt approximate their carrying amounts since they are short term in nature.

Equity-Based Compensation — At time of issuance of phantom units, our General Partner’s board of directors determines whether they will be settled in cash or settled in our units. For awards payable in cash, we amortize the expense associated with the award over the vesting period. The liability for fair value is reassessed at every balance sheet date, such that the vested portion of the liability is adjusted to reflect revised fair value through compensation expense. Phantom unit awards payable in units are valued at the closing market price of our common units on the date of grant. The unearned compensation is amortized to compensation expense over the vesting period of the phantom unit award.

Recently Issued Accounting Standards

Accounting standard-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements. There are currently no recent pronouncements that have been issued which we believe will materially affect our financial statements.

61

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.   NET INCOME PER COMMON AND SUBORDINATED UNIT

The following is a reconciliation of the weighted-average common and subordinated units used in the basic and diluted earnings per unit calculations for 2010, 2009 and 2008. The impact of the convertible debt is dilutive for 2009 and 2008.

	Years Ended December 31,
	2010		2009			2008
Common and subordinated unitholders’ interest in net income from continuing operations	$	32,346	$	33,286		$	27,780
Common and subordinated unitholders’ interest in net loss from discontinued operations		—		(1,959	)		(2,285	)
Common and subordinated unitholders’ interest in net income	$	32,346	$	31,327		$	25,495
Impact of interest on subordinated note		—		2,038			2,748
Income available assuming conversion of convertible debt	$	32,346	$	33,365		$	28,243
Weighted-average common and subordinated units — basic		29,070		24,057			23,783
Effect of restricted phantom units		2,246		486			141
Effect of subordinated note(1)		—		3,646			5,659
Weighted-average common and subordinated units — diluted		31,316		28,189			29,583
Basic earnings per unit:
From continuing operations per common and subordinated unit	$	1.11	$	1.38		$	1.17
From discontinued operations per common and subordinated unit	$	—	$	(0.08	)	$	(0.10	)
Net earnings per common and subordinated unit	$	1.11	$	1.30		$	1.07
Diluted earnings per unit:
From continuing operations per common and subordinated unit	$	1.03	$	1.25		$	1.03
From discontinued operations per common and subordinated unit	$	—	$	(0.07	)	$	(0.08	)
Net earnings per common and subordinated unit	$	1.03	$	1.18		$	0.95
Assumed conversion price(1)	$	—	$	15.28		$	9.48

(1) Assumes that convertible debt is converted using the lesser of average closing price per unit or final closing price on December 31.

See Note 7 for more information regarding the conversion of the subordinated note to Quicksilver.

4.   DISCONTINUED OPERATIONS

In November 2009, Quicksilver and our General Partner mutually agreed to waive both parties’ rights and obligations to transfer ownership of the HCDS from Quicksilver to us, which we refer to as the Repurchase Obligation Waiver. The Repurchase Obligation Waiver caused derecognition of the assets and liabilities directly attributable to the HCDS, most significantly the property, plant and equipment and repurchase obligation, beginning in November 2009. In addition, the Repurchase Obligation Waiver caused the elimination of the HCDS’ revenues and expenses from our consolidated results of operations beginning in November 2009. The revenues and expenses

62

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

directly attributable to the HCDS for the periods prior to November 2009 have been retrospectively reported as discontinued operations based upon our decision not to purchase the system from Quicksilver as follows:

	Years Ended December 31,
	2009			2008
	(In thousands)
Revenues	$	3,771		$	1,974
Operating Expenses		(3,718	)		(2,564	)
Interest Expense		(2,045	)		(1,740	)
Loss from discontinued operations	$	(1,992	)	$	(2,330	)

5.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

			December 31,
	Depreciable Life		2010			2009
			(In thousands)
Gathering systems		20 years	$	158,975		$	145,457
Processing plants and compression facilities		20-25 years		365,208			332,053
Construction in progress — gathering				26,385			5,630
Rights-of-way and easements		20 years		32,054			29,522
Land				4,251			4,251
Buildings and other		20-40 years		3,494			2,732
				590,367			519,645
Accumulated depreciation				(58,996	)		(37,148	)
Net property, plant and equipment			$	531,371		$	482,497

6.   ACCOUNTS PAYABLE AND OTHER

Accounts payable and other consists of the following:

	December 31,
	2010		2009
	(In thousands)
Accrued operating expenses	$	758	$	204
Equity compensation payable		—		242
Equity offering expense		—		416
Tax services		—		236
Tax payable		280		—
Legal services		176		376
Consulting services		802		—
Interest payable		726		660
Other		175		106
	$	2,917	$	2,240

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7.   LONG-TERM DEBT

The following table summarizes our long-term debt payments due by period:

	December 31,		December 31,
	2010		2009
	(In thousands)
Credit Facility	$	283,504	$	125,400
Subordinated Note		—		55,718
		283,504		181,118
Current maturities of debt		—		(2,475	)
Long-term debt	$	283,504	$	178,643

Credit Facility — As a result of the Crestwood Transaction our old credit facility terminated and we entered into our new five-year senior secured revolving Credit Facility. Our new Credit Facility allows for revolving loans, letters of credit and swingline loans in an aggregate amount of up to $400 million. The new Credit Facility is secured by substantially all of CMLP’s and its subsidiaries’ assets and is guaranteed by CMLP’s subsidiaries. Borrowings under the new Credit Facility bear interest at LIBOR plus an applicable margin or a base rate as defined in the credit agreement. Under the terms of the new Credit Facility, the applicable margin under LIBOR borrowings is 2.75%.

Our new Credit Facility requires us to maintain:

•  a ratio of our consolidated trailing 12-month EBITDA (as defined in the credit agreement) to our net interest expense of not less than 2.5 to 1.0, and

•  a ratio of total indebtedness to consolidated trailing 12-month EBITDA of not more than 5.0 to 1.0 or not more than 5.5 to 1.0 for up to nine months following certain acquisitions. (as defined in the Credit Facility)

Our new Credit Facility also contains certain other customary affirmative and negative covenants that could restrict the payment of distributions and permit the acceleration of outstanding borrowings by the lenders upon events of default. Our new Credit Facility permits us to expand our borrowing capacity up to $500 million if certain financial ratios are obtained and we seek and receive lender approval.

Based on our results through December 31, 2010, our total borrowing capacity was $393 million and our borrowings were $283.5 million. The weighted-average interest rate as of December 31, 2010 was 3.1%. The Credit Facility contains restrictive covenants that prohibit the declaration or payment of distributions by us if a default then exists or would result therefrom, and otherwise limits the amount of distributions that we can make. Upon an event of default, the Credit Facility allows for the acceleration of the loans, the termination of the Credit Facility and foreclosure on collateral.

Subordinated Note — In August 2007, we executed a subordinated promissory note (the “Subordinated Note”) payable to Quicksilver in the principal amount of $50.0 million.

Our new Credit Facility required us to terminate the Subordinated Note through the issuance of additional common units during the fourth quarter of 2010. The conversion into common units was determined based upon the average closing common unit price for a 20 trading-day period that ended October 15, 2010. The conversion of the Subordinated Note was unanimously approved by the conflicts committee of our General Partner’s board of directors and resulted in the issuance of 2,333,712 of our common units in exchange for the outstanding balance of the Subordinated Note at the time of the conversion.

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8.   ASSET RETIREMENT OBLIGATIONS

The following table provides a reconciliation of the changes in the asset retirement obligation:

	Year Ended
	December 31, 2010
	(In thousands)
Adjusted asset retirement obligations at December 31, 2009	$	8,919
Incremental liability incurred		447
Accretion expense		511
Ending asset retirement obligations	$	9,877

As of December 31, 2010, no assets are legally restricted for use in settling asset retirement obligations.

9.   COMMITMENTS AND CONTINGENT LIABILITIES

Litigation — At December 31, 2010, we were not subject to any material lawsuits or other legal proceedings.

Casualties or Other Risks — We maintain coverage in various insurance programs, which provide us with property damage and other coverages which are customary for the nature and scope of our operations.

Management of our General Partner believes that we have adequate insurance coverage, although insurance will not cover every type of loss that might occur. As a result of insurance market conditions, premiums and deductibles for certain insurance policies have increased substantially and, in some instances, certain insurance may become unavailable, or available for only reduced amounts of coverage. As a result, we may not be able to renew existing insurance policies or procure other desirable insurance on commercially reasonable terms, if at all.

If we were to incur a significant loss for which we were not adequately insured, the loss could have a material impact on our consolidated financial condition and results of operations and cash flows. In addition, the proceeds of any available insurance may not be paid in a timely manner and may be insufficient if such an event were to occur. Any event that interrupts our revenues, or which causes us to make significant expenditures not covered by insurance, could reduce our ability to meet our financial obligations.

Regulatory Compliance — In the ordinary course of our business, we are subject to various laws and regulations. In the opinion of management of our General Partner, compliance with current laws and regulations will not have a material adverse effect on our financial condition or results of operations and cash flows.

Environmental Compliance — Our operations are subject to stringent and complex laws and regulations pertaining to health, safety, and the environment. As an owner or operator of these facilities, we are subject to laws and regulations at the federal, state and local levels that relate to air and water quality, hazardous and solid waste management and disposal and other environmental matters. The cost of planning, designing, constructing and operating our facilities must incorporate compliance with environmental laws and regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures. At December 31, 2010, we had recorded no liabilities for environmental matters.

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Commitments — The following table summarizes our commitment obligations:

	Pipeline		Operating
	Lease(1)		Lease(2)
	(In thousands)
2011	$	0.8	$	0.8
2012		—		0.8
2013		—		0.7
2014		—		0.5
2015		—		0.4
Thereafter		—		—
Total	$	0.8	$	3.2

(1)	With the purchase of the Alliance Midstream Assets, we also entered into an agreement with Quicksilver to lease pipeline assets that are attached to the Alliance System.
(2)	We lease office buildings and other property under operating leases.

10.   INCOME TAXES

No provision for federal income taxes is included in our results of operations as such income is taxable directly to the partners holding interests in us. Net earnings for financial statement purposes may differ significantly from taxable income reportable to Unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities.

Prior to the closing of the Crestwood Transaction our activity had been included in Quicksilver’s Texas Franchise tax combined report. As a member of the combined group, we could subtract from revenue allowable cost of goods sold because the goods for which the cost are incurred were owned by another member of the combined group. There was also a deferred tax portion recorded on the books each year to reflect the change in book basis and tax basis. Quicksilver does not expect to owe consolidated Texas margin tax for 2010, and accordingly, we do not expect to make cash payment for our liability through September 30, 2010, based upon the Texas margin tax filing rules. All effects of the Texas margin tax were captured in deferred income taxes through September 30, 2010, which reflected temporary differences between the financial statement assets and liabilities and their tax basis.

Effective with the closing of the Crestwood Transaction, we are no longer included in Quicksilver’s Texas Franchise tax combined report and we will file a separate report under Crestwood. Therefore, our current tax liability will be assessed based on 0.7% of the gross revenue apportioned to Texas.

The closing of the Crestwood Transaction caused a technical termination of CMLP as defined by the Internal Revenue Code. One of the significant consequences of a technical termination is its impact on the partnership’s filing requirement for federal income tax purposes. Generally, the partnership taxable year closes with respect to all partners on the date on which a partnership terminates. A terminated partnership must file a federal income tax return for the short period ending on the date of the sale that resulted in the technical termination. A second short period return is then required to be filed for the remainder of the taxable year of that new partnership. Our tax status is, however, unaffected by these filings and the technical termination. We do not expect to recognize a deferred tax liability related to the Texas margin tax under our current organizational structure.

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11.   EQUITY PLAN

Awards of phantom units have been granted under our 2007 Equity Plan which, as of December 31, 2010, had capacity for the issuance of up to 750,000 remaining units. The following table summarizes information regarding the phantom unit activity:

	Payable in Cash					Payable in Units
				Weighted					Weighted
				Average Grant					Average Grant
				Date Fair					Date Fair
	Units			Value		Units			Value
Unvested phantom units — January 1, 2010		33,240		$	20.90		485,672		$	12.75
Vested		(33,240	)		21.64		(695,582	)		15.29
Issued		—			—		338,003			23.38
Cancelled		—			—		(6,567	)		24.44
Unvested phantom units — December 31, 2010		—		$	—		121,526		$	27.11

At January 1, 2010, we had total unvested compensation expense of $2.9 million related to phantom units. We recognized compensation expense of approximately $6.4 million during 2010, including $0.3 million related to Quicksilver equity grants issued to employees seconded to us. Grants of phantom units during 2010 had an estimated grant date fair value of $7.9 million. We had unearned compensation expense of $2.6 million at December 31, 2010 that will be recognized in expense through January 2014. Phantom units that vested during 2010 had a fair value of $11.4 million on their vesting date.

On January 4, 2010, we awarded annual equity grants totaling 211,600 phantom units to the non-management directors, executive officers of our General Partner and employees seconded to us. Each phantom unit settled in CMLP units and had a grant date value of $21.15, which were generally expected to be recognized over the vesting period of three years except for grants to non-employee directors of our General Partner in lieu of cash compensation, which vest after one year. As a result of the Crestwood Transaction, during the fourth quarter we recognized compensation expense of approximately $3.6 million, resulting in 523,011 units vesting and 347,888 units issued after the effect of taxes paid, which is attributable to the acceleration of CMLP’s equity-based compensation program resulting from the change-in-control of provisions of our 2007 Equity Plan. This affected all outstanding units and results in there being no unvested units outstanding immediately thereafter.

On December 10, 2010, we awarded annual equity grants totaling 126,403 phantom units to the executive officers of our General Partner and employees of Crestwood. Each phantom unit settled in CMLP units and had a grant date fair value of $27.11, which will be recognized over the vesting period of three years except for grants to non-employee directors of our General Partner in lieu of cash compensation, which vest after one year.

At December 31, 2009 and 2010, respectively, 750,000 and 640,480 units were available for issuance under the 2007 Equity Plan.

On January 3, 2011, in accordance with our annual compensation, we awarded director grants totaling 18,391 phantom units. Each phantom unit will settle in units and had a grant date value of $27.73.

12.   TRANSACTIONS WITH RELATED PARTIES

Quicksilver remains a related party as Thomas F. Darden, a member of our General Partner’s board of directors, is Chairman of the Board of Quicksilver and beneficially holds a greater than 10% interest in Quicksilver.

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Prior to, or in connection with, our IPO, we entered into a number of agreements with Quicksilver. A description of those agreements follows:

Contribution, Conveyance and Assumption Agreement — On August 10, 2007, we entered into a contribution, conveyance, and assumption agreement (“Contribution Agreement”) with our General Partner, certain other affiliates of Quicksilver and the private investors. The following transactions, among others, occurred just prior to the IPO pursuant to the Contribution Agreement:

•  the transfer to us of all of the interests of certain entities;

•  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.

Omnibus Agreement — On August 10, 2007, we entered into an agreement with our General Partner and Quicksilver, which addressed, among other matters:

•  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 Quicksilver on our behalf;

•  our obligation to reimburse Quicksilver for all insurance coverage expenses Quicksilver 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.

This omnibus agreement with Quicksilver was terminated upon completion of the Crestwood Transaction.

In October 2010, a new Omnibus Agreement was entered into among our General Partner and Crestwood Holdings.

Secondment Agreement — Quicksilver and our General Partner had a services and secondment agreement pursuant to which specified employees of Quicksilver had been seconded to our General Partner to provide operating, routine maintenance and other services with respect to the assets owned or operated by us. We reimbursed Quicksilver for the services provided by the seconded employees. Through September 30, 2010, we reimbursed Quicksilver $7.6 million for the services provided by the seconded employees. The Secondment Agreement was terminated with Quicksilver upon completion of the Crestwood Transaction.

Other Agreements — On August 10, 2007, we executed a subordinated promissory note payable to Quicksilver in the principal amount of $50 million. Our new Credit Facility required us to terminate the Subordinated Note that had been payable to Quicksilver through the issuance of additional common units during the fourth quarter of 2010. For a more detailed description of the promissory note, see Note 7.

With the purchase of the Alliance Midstream Assets, we also entered into an agreement with Quicksilver to lease pipeline assets attached to the Alliance System. We recognized $2.2 million of expense related to this agreement during 2010.

Centralized cash management — Prior to our IPO, revenues settled with Quicksilver and other customers, net of expenses paid by Quicksilver on behalf of our Predecessor, are reflected as partners’ capital activity on the

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consolidated balance sheets and as a reduction of net cash provided by financing activities on the consolidated statements of cash flows. Subsequent to the IPO, revenues settled and expenses paid on our behalf and are settled in cash on a monthly basis utilizing our bank accounts.

Distributions — We paid distributions to Quicksilver of $30.3 million, $27.0 million and $23.3 million during 2010, 2009 and 2008, respectively.

Allocation of costs — Prior to the closing of the Crestwood Transaction, the individuals supporting our operations were employees of Quicksilver. Our consolidated financial statements included costs allocated to us by Quicksilver for centralized general and administrative services performed by Quicksilver, as well as depreciation of assets utilized by Quicksilver’s centralized general and administrative functions. Costs allocated to us were based on identification of Quicksilver’s resources which directly benefited us and our estimated usage of shared resources and functions. All of the allocations were based on assumptions that management believed were reasonable.

For the years ended 2010, 2009 and 2008 general administration expense includes cost allocated from Quicksilver of $2.0 million, $2.8 million and $2.4 million, respectively.

Gas Gathering and Processing Agreements — Quicksilver has agreed to dedicate all of the natural gas produced on properties operated by Quicksilver within the areas served by our Alliance Midstream Assets, Cowtown System and LADS through 2020. These dedications do not obligate Quicksilver to develop the reserves subject to these agreements.

Cowtown System — Effective September 1, 2008, we, together with Quicksilver, revised the previous agreement by specifying that Quicksilver has agreed to pay a fee per MMBtu for gathering, processing and compression of gas on the Cowtown System. The compression fee payable by Quicksilver at a gathering system delivery point shall never be less than our actual cost to perform such compression service. Quicksilver may also pay us a treating fee based on carbon dioxide content at the pipeline entry point. The rates are each subject to an annual inflationary escalation. During 2010, we recognized $62.4 million related to this agreement.

During 2009, we entered into an agreement with Quicksilver to redeliver gas from the Cowtown Plant to a group of wells located near the facility. We recognized $0.8 million in revenue during 2010 related to this agreement.

Lake Arlington Dry System — During the fourth quarter of 2008, we completed the acquisition of the LADS from Quicksilver for $42.1 million. In conjunction with the purchase, Quicksilver assigned its gas gathering agreement to us. Under the terms of that agreement, Quicksilver agreed to allow us to gather all of the natural gas produced by wells that it operated and from future wells operated by it within the Lake Arlington area through 2020. Quicksilver’s fee is subject to annual inflationary escalation. During 2010, we recognized $14.5 million related to this agreement.

Alliance Midstream Assets — In June 2009, we entered into an agreement with Quicksilver by which we waived our right to purchase midstream assets located in and around the Alliance Airport area in Tarrant County, Texas. The agreement permitted Quicksilver to own and operate the Alliance Midstream Assets and granted us an option to purchase the Alliance Midstream Assets and additional midstream assets located in Denton and Tarrant County, Texas. During January 2010, we completed the purchase of the Alliance Midstream Assets for $84.4 million, located in Tarrant and Denton Counties from Quicksilver. The acquired assets consist of gathering systems and a compression facility with a total capacity of 115 MMcfd, an amine treating facility with capacity of 180 MMcfd and a dehydration treating facility with capacity of 200 MMcfd. Under the terms of that agreement, Quicksilver agreed to allow us to gather all of the natural gas produced by wells that it operated and from future wells operated by it within the Alliance area through 2020. The gathering fee paid by Quicksilver is $0.55 per Mcf based on volumes. During 2010, we recognized $27.5 million related to this agreement.

Hill County Dry System — In November 2009, Quicksilver and our General Partner mutually agreed to waive both parties’ rights and obligations to transfer ownership of the HCDS from Quicksilver to us, which we refer to as

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the Repurchase Obligation Waiver. The Repurchase Obligation Waiver caused derecognition of the assets and liabilities directly attributable to the HCDS, most significantly the property, plant and equipment and repurchase obligation, beginning in November 2009. The difference of $8.9 million between the assets’ carrying values and the liabilities was reflected as an increase in partners’ capital effective upon the decision not to purchase. In addition, the Repurchase Obligation Waiver caused the elimination of the HCDS’ revenues and expenses from our consolidated results of operations beginning in November 2009. The revenues and expenses directly attributable to the HCDS for the period prior to November 2009 have been retrospectively reported as discontinued operations. We operate the HCDS pursuant to an operating agreement between Quicksilver and us effective as of the Crestwood Transaction. During 2010, we recognized $0.1 million related to this agreement.

See Note 1 regarding amendments to gas gathering and processing contracts that were effective upon completion of the Crestwood Transaction.

Crestwood Transaction — The Crestwood Transaction was funded by an equity contribution from funds managed by First Reserve and a $180 million senior secured Term B loan obtained by Crestwood Holdings payable to multiple financial investors. Crestwood Holdings’ ownership in us is pledged as collateral and is dependent on distributions from us to service the debt obligation which is not included in our financial position.

Under the agreements governing the Crestwood Transaction, Quicksilver and Crestwood have agreed for two years not to solicit each other’s employees and Quicksilver has agreed not to compete with us with respect to gathering, treating and processing of natural gas and the transportation of natural gas liquids in Denton, Hood, Somervell, Johnson, Tarrant, Parker, Bosque and Erath Counties in Texas. Quicksilver is entitled to appoint a director to our General Partner’s board of directors until the later of the second anniversary of the closing and such time as Quicksilver generates less than 50% of our consolidated revenue in any fiscal year. Pursuant to this provision, Thomas Darden, our former CEO, was appointed to serve on our General Partner’s board of directors. The independent directors continue to serve as directors after the closing of the Crestwood Transaction.

In connection with the closing of the Crestwood Transaction, Quicksilver is providing us with transitional services on a temporary basis on customary terms. More than 100 experienced midstream employees who had previously been seconded to us from Quicksilver became employees of Crestwood. We also entered into an agreement with Quicksilver for the joint development of areas governed by certain of our existing commercial agreements and amended certain of our existing commercial agreements, most significantly to extend the terms of all Quicksilver gathering agreements to 2020 and to establish a fixed gathering rate of $0.55 Mcf at the Alliance System. During 2010, we have recognized $0.4 million related to the transitional services agreement and $0.2 million related to the joint operating agreement.

13.   PARTNERS’ CAPITAL AND DISTRIBUTIONS

General.  Our Partnership Agreement requires that we distribute all of our Available Cash (discussed below) to unitholders within 45 days after the end of each calendar quarter.

Available Cash, for any quarter, consists of all cash and cash equivalents on hand at the end of that quarter plus additional cash on hand on the date of determination of Available Cash for the quarter resulting from working capital borrowings made subsequent to the end of the quarter less the amount of cash reserves established by the General Partner to:

•  provide for the proper conduct of our business;

•  comply with applicable law, any of our debt instruments or other agreements; or

•  provide funds for distributions to partners for the succeeding four quarters.

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The following table presents cash distributions for 2010 and 2009:

				Total Cash
	Attributable to The	Per Unit		Distribution
Payment Date	Quarter Ended	Distribution(1)		(In millions)
Pending Distributions
February 11, 2011(2)	December 31, 2010	$	0.430	$	14.3
Completed Distributions
November 12, 2010(3)	September 30, 2010	$	0.420	$	13.9
August 13, 2010(4)	June 30, 2010	$	0.420	$	12.7
May 14, 2010(5)	March 31, 2010	$	0.390	$	11.6
February 12, 2010(5)	December 31, 2009	$	0.390	$	11.6
November 13, 2009(6)	September 30, 2009	$	0.390	$	9.7
August 14, 2009(7)	June 30, 2009	$	0.370	$	9.1
May 15, 2009(7)	March 31, 2009	$	0.370	$	9.1

(1)	Represents common and subordinated unitholders
(2)	Total cash distribution includes an Incentive Distribution Rights amount of approximately $665,000 to the General Partner
(3)	Total cash distribution includes an Incentive Distribution Rights amount of approximately $570,000 to the General Partner
(4)	Total cash distribution includes an Incentive Distribution Rights amount of approximately $522,000 to the General Partner
(5)	Total cash distribution includes an Incentive Distribution Rights amount of approximately $261,000 to the General Partner
(6)	Total cash distribution includes an Incentive Distribution Rights amount of approximately $219,000 to the General Partner
(7)	Total cash distribution includes an Incentive Distribution Rights amount of approximately $90,000 to the General Partner

General Partner Interest and Incentive Distribution Rights.  Our General Partner is entitled to its pro rata portion of all our quarterly distributions. Our General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to maintain its initial 2% interest. At December 31, 2010, our General Partner’s interest has been reduced to 1.5% due to the issuance of additional common units. The incentive distribution rights held by the General Partner entitle it to receive increasing percentages, up to a maximum of 48%, of distributions from operating surplus in excess of pre-defined distribution targets.

Subordinated Units.  Prior to October 1, 2010, Quicksilver held all of the subordinated units, which were limited partner interests. Our Partnership Agreement provides that, during the subordination period, the common units have the right to receive quarterly distributions of $0.30 per unit plus any arrearages from prior quarters before any distributions from operating surplus may be made to the subordinated unit holders. Furthermore, no arrearages will be paid on subordinated units. The practical effect of the subordinated units is to create a higher likelihood of distribution to the common unit holders during the subordination period. Under the Partnership Agreement, the subordination period would end, and the subordinated units would convert to an equal number of common units, when we have earned and paid at least $0.30 per quarter on each common unit, subordinated unit and General Partner unit for any three consecutive years. The subordination period would also terminate automatically if the General Partner is removed without cause and the units held by the General Partner and its affiliates are not cast in favor of removal. Once the subordination period ends, the common units will no longer be entitled to arrearages.

Our new Credit Facility required us to terminate the Subordinated Note that had been payable to Quicksilver through the issuance of additional common units during the fourth quarter of 2010. The conversion into common units was determined based upon the average closing common unit price for a 20 trading-day period that ended October 15, 2010. The conversion of the Subordinated Note was unanimously approved by the conflicts committee of our General Partner’s board of directors and resulted in the issuance of 2,333,712 of our common units in exchange for the outstanding balance of the Subordinated Note at the time of the conversion.

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Subordinated Units Termination.  Under the terms of our partnership agreement and upon the payment of our quarterly cash distribution to unitholders on November 12, 2010, our subordination period ended. As a result, our 11,513,625 subordinated units held by Crestwood converted into common units on a one for one basis on November 15, 2010. The conversion of the subordinated units did not impact the amount of cash distributions paid. The conversion had no impact on our calculation of net income per limited partner unit since the subordinated units were previously included in our historical net income per limited partner unit calculation.

Distributions of Available Cash to Unitholders.  During the subordination period and assuming the absence of arrearages and the distributions of at least $0.30 distributed per unit per quarter:

•  quarterly distributions of up to $.0345 per unit were first allocable to the common unit holders and to the 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 were 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.

14.   SUBSEQUENT EVENTS

On February 18, 2011, we entered into a Purchase and Sale Agreement (the “Frontier Purchase and Sale Agreement”) with Frontier Gas Services, LLC, a Delaware limited liability company (“Frontier”), pursuant to which we agreed to acquire midstream assets (the “Frontier Assets”) in the Fayetteville Shale and the Granite Wash plays for a purchase price of approximately $338 million, with an additional $15 million to be paid to Frontier if certain operational objectives are met within six-months of the closing date (the “Frontier Acquisition”). The final purchase price is payable in cash, and we expect to finance the purchase through a combination of equity and debt as described below. Consummation of the Frontier Acquisition is subject to customary closing conditions and regulatory approval. There can be no assurance that these closing conditions will be satisfied. We expect to close the Frontier Acquisition in the second quarter of 2011.

On February 18, 2011, we entered into a Class C Unit Purchase Agreement (the “Class C Unit Purchase Agreement”) with the purchasers named therein (the “Class C Unit Purchasers”) to sell approximately 6.2 million Class C Units in a private placement. The negotiated purchase price for the Class C Units is $24.50 per unit, resulting in gross proceeds to us of approximately $153 million. If the closing of the private placement is after the record date for our first quarter 2011 distribution in respect of our Common Units, the price per Class C Unit will be reduced by such distribution, but the total purchase price will remain $153 million, and the number of Class C Units issued will be increased accordingly. We intend to use the net proceeds from the private placement to fund a portion of the purchase price for the Frontier Acquisition. The private placement of the Class C Units pursuant to the Class C Unit Purchase Agreement is being made in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(2) and Regulation D thereof. The closing of the private placement is subject to certain conditions including (i) the closing of the Frontier Acquisition, (ii) the receipt of, or binding commitments to fund the Frontier Acquisition through (A) equity proceeds of not less than $150 million pursuant to the Class C Unit Purchase Agreement, and (B) debt financing of not less than $185 million from the issuance or incurrence of (x) borrowings under our Credit Facility, (y) borrowings under a bridge facility, and/or (z) senior unsecured notes, senior subordinated notes and/or other debt securities, with the weighted average total effective yield for the aggregate of all debt in this item (ii)(B) to be no more than 8.75%, (iii) the adoption of an amendment to our Partnership Agreement to establish the terms of the Class C Units, (iv) NYSE approval for listing of the Common Units to be issued upon conversion of the Class C Units, and (v) our filing of this annual report with the SEC.

In connection to the Class C Unit Purchase Agreement, we have agreed to enter into a registration rights agreement with the Class C Unit Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, upon request of a Class C Unit holder, we will be required to file a resale registration statement

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CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to register (i) the Class C Units issued pursuant to the Class C Unit Purchase Agreement, (ii) the Common Units issuable upon conversion of the Class C Units issued, (iii) any Class C Units issued in respect of the Class C Units as a distribution in kind in lieu of cash distributions and (iv) any Class C Units issued as liquidated damages under the Registration Rights Agreement, as soon as practicable after such request.

In connection with the proposed Frontier Acquisition, we obtained a commitment from UBS Loan Finance LLC, UBS Securities LLC, BNP Paribas, BNP Paribas Securities Corp., Royal Bank of Canada, RBC Capital Markets, RBS Securities Inc. and the Royal Bank of Scotland plc for senior unsecured bridge loans in an aggregate amount up to $200 million (the “Bridge Loans”). The commitment will expire upon the earliest to occur of (i) the termination of the Frontier Purchase and Sale Agreement in accordance with its own terms or (ii) 90 days after February 18, 2011.

15.   CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Condensed consolidating financial information for CMLP is presented below:

	For the Year Ended December 31, 2010
										Crestwood
	Crestwood			Restricted						Midstream
	Midstream			Guarantor						Partners LP
	Partners LP			Subsidiaries			Eliminations			Consolidated
	(In thousands)
Revenue	$	—		$	113,590		$	—		$	113,590
Operating expenses		17,782			47,936			—			65,718
Operating income		(17,782	)		65,654			—			47,872
Interest expense		13,550			—			—			13,550
Income from continuing operations before income tax		(31,332	)		65,654			—			34,322
Income tax provision		—			(550	)		—			(550	)
Net income before equity in net earnings of subsidiaries		(31,332	)		66,204			—			34,872
Equity in net earnings of subsidiaries		66,204			—			(66,204	)		—
Net Income	$	34,872		$	66,204		$	(66,204	)	$	34,872

73

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	For the Year Ended December 31, 2009
									Crestwood
	Crestwood			Restricted					Midstream
	Midstream			Guarantor					Partners LP
	Partners LP			Subsidiaries		Eliminations			Consolidated
	(In thousands)
Revenue	$	—		$	95,881	$	—		$	95,881
Operating expenses		9,636			42,837		—			52,473
Operating income		(9,636	)		53,044		—			43,408
Other income		1			—		—			1
Interest expense		6,838			1,681		—			8,519
Income from continuing operations before income tax		(16,473	)		51,363		—			34,890
Income tax provision		—			399		—			399
Net income from continuing operations		(16,473	)		50,964		—			34,491
Income (loss) from discontinued operations		(1,992	)		—					(1,992	)
Net income before equity in net earnings of subsidiaries		(18,465	)		50,964					32,499
Equity in net earnings of subsidiaries		50,964			—		(50,964	)		—
Net income	$	32,499		$	50,964	$	(50,964	)	$	32,499

	For the Year Ended December 31, 2008
									Crestwood
	Crestwood			Restricted					Midstream
	Midstream			Guarantor					Partners LP
	Partners LP			Subsidiaries		Eliminations			Consolidated
	(In thousands)
Revenue	$	—		$	76,084	$	—		$	76,084
Operating expenses		6,941			31,992		—			38,933
Operating income		(6,941	)		44,092		—			37,151
Other income		11			—		—			11
Interest expense		4,153			4,284		—			8,437
Income from continuing operations before income tax		(11,083	)		39,808		—			28,725
Income tax provision		—			253		—			253
Net income from continuing operations		(11,083	)		39,555		—			28,472
Income (loss) from discontinued operations		(2,330	)		—					(2,330	)
Net income before equity in net earnings of subsidiaries		(13,413	)		39,555					26,142
Equity in net earnings of subsidiaries		39,555			—		(39,555	)		—
Net income	$	26,142		$	39,555	$	(39,555	)	$	26,142

74

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidated Balance Sheet

	December 31, 2010
								Crestwood
	Crestwood		Restricted					Midstream
	Midstream		Guarantor					Partners LP
	Partners LP		Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets	$	291,637	$	23,843	$	(289,744	)	$	25,736
Properties, plant and equipment — net		11,142		520,229		—			531,371
Investment in subsidiaries		228,587		—		(228,587	)		—
Other assets		12,890		630		—			13,520
Total assets	$	544,256	$	544,702	$	(518,331	)	$	570,627
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	1,999	$	306,238	$	(289,744	)	$	18,493
Long-term liabilities		283,504		9,877		—			293,381
Partners’ capital		258,753		228,587		(228,587	)		258,753
Total liabilities and partners’ capital	$	544,256	$	544,702	$	(518,331	)	$	570,627

	December 31, 2009
								Crestwood
	Crestwood		Restricted					Midstream
	Midstream		Guarantor					Partners LP
	Partners LP		Subsidiaries		Eliminations			Consolidated
	(In thousands)
ASSETS
Current assets	$	173,307	$	1,521	$	(172,560	)	$	2,268
Properties, plant and equipment — net		—		482,497		—			482,497
Investment in subsidiaries		292,439		—		(292,439	)		—
Other assets		2,194		665		—			2,859
Total assets	$	467,940	$	484,683	$	(464,999	)	$	487,624
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	4,461	$	182,556	$	(172,560	)	$	14,457
Long-term liabilities		178,642		9,688		—			188,330
Partners’ capital		284,837		292,439		(292,439	)		284,837
Total liabilities and partners’ capital	$	467,940	$	484,683	$	(464,999	)	$	487,624

75

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidated Statement of Cash Flows

	For the Year Ended December 31, 2010
									Crestwood
	Crestwood			Restricted					Midstream
	Midstream			Guarantor					Partners LP
	Partners LP			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(23,588	)	$	71,591		$	—	$	48,003
Capital expenditures		(11,079	)		(57,990	)		—		(69,069	)
Distributions to Quicksilver for Alliance Midstream Assets		—			(80,276	)		—		(80,276	)
Net cash used in investing activities		(11,079	)		(138,266	)		—		(149,345	)
Proceeds from revolving credit facility borrowings		426,704			—			—		426,704
Repayments of credit facility		(268,600	)		—			—		(268,600	)
Debt issuance costs paid		(13,568	)		—			—		(13,568	)
Proceeds from issuance of equity		11,088			—			—		11,088
Equity issuance cost paid		(34	)		—			—		(34	)
Distributions to unitholders		(49,699	)		—			—		(49,699	)
Taxes paid for equity-based compensation vesting		(5,293	)		—			—		(5,293	)
Advances to Affiliates		117,184			(117,184	)		—		—
Net cash provided by financing activities		217,782			(117,184	)		—		100,598
Net cash increase (decrease)		183,115			(183,859	)		—		(744	)
Cash and cash equivalents at beginning of period		746			—			—		746
Cash and cash equivalents at end of period	$	183,861		$	(183,859	)	$	—	$	2

	For the Year Ended December 31, 2009
									Crestwood
	Crestwood			Restricted					Midstream
	Midstream			Guarantor					Partners LP
	Partners LP			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(10,972	)	$	79,921		$	—	$	68,949
Capital expenditures		—			(54,818	)		—		(54,818	)
Net cash used in investing activities		—			(54,818	)		—		(54,818	)
Proceeds from revolving credit facility borrowings		56,000			—			—		56,000
Repayments of credit facility		(105,500	)		—			—		(105,500	)
Repayment of repurchase obligation to Quicksilver		(5,645	)		—			—		(5,645	)
Debt issuance costs paid		(1,446	)		—			—		(1,446	)
Proceeds from issuance of equity		—			80,760			—		80,760
Equity issuance cost paid		(31	)		—			—		(31	)
Contributions by Quicksilver		(816	)		—			—		(816	)
Distributions to unitholders		(36,947	)		—			—		(36,947	)
Taxes paid for equity-based compensation vesting		(63	)		—			—		(63	)
Advances to Affiliates		18,393			(18,393	)		—		—
Net cash (used in) provided by financing activities		(76,055	)		62,367			—		(13,688	)
Net cash increase (decrease)		(87,027	)		87,470			—		443
Cash and cash equivalents at beginning of period		303			—			—		303
Cash and cash equivalents at end of period	$	(86,724	)	$	87,470		$	—	$	746

76

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	For the Year Ended December 31, 2008
									Crestwood
	Crestwood			Restricted					Midstream
	Midstream			Guarantor					Partners LP
	Partners LP			Subsidiaries			Eliminations		Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(2,839	)	$	55,411		$	—	$	52,572
Capital expenditures		—			(148,079	)		—		(148,079	)
Net cash used in investing activities		—			(148,079	)		—		(148,079	)
Proceeds from revolving credit facility borrowings		169,900			—			—		169,900
Repayment of subordinated note payable to parent		(825	)		—			—		(825	)
Repayment of repurchase obligation to Quicksilver		(42,085	)		—			—		(42,085	)
Debt issuance costs paid		(486	)		—			—		(486	)
Contributions by Quicksilver		111			—			—		111
Distributions to unitholders		(31,930	)		—			—		(31,930	)
Advances to Affiliates		139,099			(139,099	)		—		—
Net cash provided by financing activities		233,784			(139,099	)		—		94,685
Net cash increase (decrease)		230,945			(231,767	)		—		(822	)
Cash and cash equivalents at beginning of period		1,125			—			—		1,125
Cash and cash equivalents at end of period	$	232,070		$	(231,767	)	$	—	$	303

77

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16.   SELECTED QUARTERLY DATA (UNAUDITED)

The following presents a summary of selected quarterly data. Financial information has been revised to include the retroactive presentation of the Alliance Midstream Assets and revenues and expenses of the HCDS as discontinued operations for 2009.

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
	(In thousands)
2010
Operating revenues	$	24,739		$	27,194		$	30,366		$	31,291
Operating income		8,920			13,131			15,461			10,360
Net income		6,189			10,113			12,231			6,339
Basic earnings per limited partner unit:
Net earnings per common and subordinated unit	$	0.20		$	0.33		$	0.40		$	0.18
Diluted earnings per limited partner unit:
Net earnings per common and subordinated unit	$	0.20		$	0.31		$	0.38		$	0.18
2009
Operating revenues	$	23,964		$	23,340		$	23,236		$	25,341
Operating income		12,227			10,325			9,459			11,397
Net income from continuing operations		10,029			7,835			7,486			9,141
Loss from discontinued operations		(635	)		(819	)		(348	)		(190	)
Net income		9,394			7,016			7,138			8,951
Basic earnings per limited partner unit:
From continuing operations per common and subordinated unit	$	0.41		$	0.32		$	0.29		$	0.36
From discontinued operations per common and subordinated unit	$	(0.03	)	$	(0.03	)	$	(0.01	)	$	(0.01	)
Net earnings per common and subordinated unit	$	0.38		$	0.29		$	0.28		$	0.35
Diluted earnings per limited partner unit:
From continuing operations per common and subordinated unit	$	0.36		$	0.29		$	0.27		$	0.33
From discontinued operations per common and subordinated unit	$	(0.02	)	$	(0.03	)	$	(0.01	)	$	(0.01	)
Net earnings per common and subordinated unit	$	0.34		$	0.26		$	0.26		$	0.32

Item 9.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are controls and other procedures that are designed to ensure that the information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the management of our general partner, including the Chief Executive Officer and Chief Financial Officer of our General Partner, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this annual report, the management of our General Partner, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of our General Partner, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and

78

CRESTWOOD MIDSTREAM PARTNERS LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

procedures as of December 31, 2010. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of our General Partner concluded that our disclosure controls and procedures were effective as of December 31, 2010.

Management’s Report on Internal Control Over Financial Reporting

Management of our General Partner, under the supervision and with the participation of our General Partner’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.

Under the supervision and with the participation of our General Partner’s Chief Executive Officer and Chief Financial Officer, our General Partner’s management conducted an assessment of our internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, our General Partner’s management has concluded that, as of December 31, 2010, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2010, has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, and they have issued an attestation report expressing an unqualified opinion on the effectiveness of our internal control over financial reporting, as stated in their report included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2010 that materially affected, or are reasonably likely to affect, our internal control over financial reporting.

79

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Crestwood Midstream Partners LP

We have audited the internal control over financial reporting of Crestwood Midstream Partners LP (formerly Quicksilver Gas Services LP) and subsidiaries (the “Company”) as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2010 of the Company and our report dated February 25, 2011 expressed an unqualified opinion on those financial statements.

/s/  Deloitte & Touche LLP

Fort Worth, Texas

February 25, 2011

Item 9B.   Other Information

None

80

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

General

Our General Partner, Crestwood Gas Services GP LLC, manages our operations and activities. Unitholders are not entitled to elect our general partner or the directors of our general partner, or to participate, directly or indirectly, in our management or operations.

The directors and executive officers of Crestwood Gas Services GP LLC oversee our operations. Crestwood Gas Services GP LLC currently has nine directors, three of whom are independent under the independence standards established by the NYSE.

Directors and Executive Officers

The following information is provided with respect to the directors and executive officers of Crestwood Gas Services GP LLC as of February 14, 2011.

Name	Age		Position with Crestwood Gas Services GP LLC
Robert G. Phillips		56	President, Chief Executive Officer and Chairman of the Board
William G. Manias		48	Senior Vice President — Chief Financial Officer
Terry M. Morrison		48	Senior Vice President — Business Development
Joel D. Moxley		52	Senior Vice President — Operations and Commercial
Kelly J. Jameson		46	Senior Vice President — General Counsel and Corporate Secretary
Eric Guy		40	Vice President and Controller
Mark G. Stockard		44	Vice President, Investor Relations and Treasurer
Alvin Bledsoe		62	Director
Thomas F. Darden		57	Director
Timothy H. Day		40	Director
Michael G. France		33	Director
Philip D. Gettig		65	Director
Joel C. Lambert		42	Director
J. Hardy Murchison		39	Director
John W. Somerhalder II		55	Director

Although the limited liability company agreement of our General Partner provides flexibility in the directors’ length of service, we anticipate that the sole member of our General Partner will appoint directors annually to serve until the earlier of their death, resignation, retirement, disqualification or removal. Officers serve at the discretion of the board of directors. The following biographies describe the business experience of the directors and executive officers of Crestwood Gas Services GP LLC. Also presented below is information regarding each director’s experience, qualifications, attributes and skills that led the sole member of Crestwood Gas Services GP LLC to the conclusion that each should serve as a director.

Robert G. Phillips, was elected Chairman, President and Chief Executive Officer of our General Partner in October 2010 and has served on the Management Committee of Crestwood Holdings since May 2010. Since November 2007, he has served as Chairman, President and CEO of Crestwood Holdings Partners, LLC. Previously, Mr. Phillips served as President and Chief Executive Officer and a Director of Enterprise Products Partners L.P. from February 2005 until June 2007 and Chief Operating Officer and a Director of Enterprise Products Partners L.P. from September 2004 until February 2005. Mr. Phillips also served on the Board of Directors of Enterprise GP Holdings L.P., the general partner of Enterprise Products Partners L.P., from February 2006 until April 2007. He previously served as Chairman of the Board and CEO of GulfTerra Energy Partners, L.P., from 1999-2004, prior to

81

GTM’s merger with EPD, and held senior executive management positions with El Paso Corporation including President of El Paso Field Services from 1996-2004. Prior to that he was Chairman, President and CEO of Eastex Energy, Inc. from 1981-1995. Mr. Phillips currently serves as a Director of Pride International, Inc., one of the world’s largest offshore drilling contractors, and is a member of its audit committee. Mr. Phillips is also an Advisory Director of Triten Corporation, a leading international engineering firm and alloy products manufacturer. Mr. Phillips was selected to serve as the Chairman of the Board of Directors of our General Partner because he has experience in executive leadership for public companies in the energy industry and operational and financial expertise in the oil and gas business generally.

William G. Manias, was appointed Senior Vice President and Chief Financial Officer of our General Partner in October 2010. Prior to joining our General Partner, Mr. Manias was Chief Financial Officer of Crestwood Holdings Partners, LLC from October 2009. From January 2006 through January 2009, Mr. Manias was the Chief Financial Officer of TEPPCO Partners, LP. Prior to TEPPCO, he served as Vice President of Business Development and Strategic Planning at Enterprise Product Partners, LP. From February 2004 to September 2004, he was Vice President and Chief Financial Officer of GulfTerra Energy Partners. Mr. Manias holds a Bachelor of Science in Civil Engineering from Princeton University, a Masters in Petroleum Engineering and a Masters of Business Administration from Rice University.

Terry M. Morrison was appointed Senior Vice President Business Development of our General Partner in October 2010. From 2007 until joining our General Partner, Mr. Morrison was Senior Vice President of Crestwood Holdings Partners, LLC. From 1999 to 2007, he was Vice President of the Energy Marketing and Trading divisions of Florida Power & Light. From 1998 to 1999 Mr. Morrison was Vice President of Risk Management for Avista Energy. From 1990 to 1998, he was Vice President of Trading for El Paso Energy Marketing and its predecessor Eastex Energy Inc. Mr. Morrison holds a Bachelor of Science in Economics from the University of Houston.

Joel D. Moxley was appointed Senior Vice President Operations and Commercial of our General Partner in October 2010. From April 2008 until joining our General Partner, Mr. Moxley was Senior Vice President of Crestwood Midstream Partners, LLC. From November 2005 to March 2008, he was Senior Vice President of Crosstex Energy, L.P. From September 2004 to November 2005, Mr. Moxley was a Senior Vice President for Enterprise Products Partners, LP. From January 2001 to August 2004 he was Vice President of El Paso Corporation. From 1997 to 2000 he was a Vice President for PG&E Corporation. Mr. Moxley holds a Bachelor of Science in Chemical Engineering from Rice University.

Kelly J. Jameson, was appointed Senior Vice President, General Counsel & Corporate Secretary of our General Partner in October 2010. Prior to joining our General Partner, Mr. Jameson was employed by TransCanada Corporation from 2007 through October 2011, and was Senior Counsel and Corporate Secretary for the US subsidiaries of TransCanada Corporation. From 1996 to February 2007, he was employed by El Paso Corporation and was Senior Counsel and Assistant Corporate Secretary. Mr. Jameson has a B.B.A. from Southern Methodist University and a Juris Doctorate from Oklahoma City University.

Eric Guy, was appointed Vice President and Controller of our General Partner in October 2010. Prior to joining our General Partner, Mr. Guy was Controller for Quicksilver Gas Services GP LLC and served in various financial roles with Quicksilver Resources Inc., an independent oil and gas company, since 2001. He began his career with KPMG LLP. Mr. Guy holds a B.B.A. from Baylor University and a Master of Business Administration from Texas Christian University.

Mark G. Stockard was appointed Vice President, Investor Relations and Treasurer of our General Partner in October 2010. Prior to joining our General Partner, Mr. Stockard was Director of Financial Planning and Investor Relations at Buckeye Partners, LP from January 2010 to September 2010. From 2002 through October 2009 he was Treasurer of TEPPCO Partners, LP. Mr. Stockard holds a B.B.A. from Texas A&M University.

Alvin Bledsoe was elected director of our General Partner in July 2007 and continues to serve as a director after the Crestwood Transaction. Prior to his retirement in 2005, Mr. Bledsoe served as a certified public accountant for 33 years at PricewaterhouseCoopers. From 1978 to 2005, he was a senior client engagement and audit partner for large, publicly-held energy, utility, pipeline, transportation and manufacturing companies. From 1998 to 2000, Mr. Bledsoe served as Global Leader of PwC’s Energy, Mining and Utilities Industries Assurance and Business

82

Advisory Services Group, and from 1992 to 2005 as a Managing Partner and Regional Managing Partner. During his career, Mr. Bledsoe also served as a member of PwC’s governing body. Mr. Bledsoe was selected to serve as a director of our General Partner due to his extensive background in public accounting and auditing, including experience advising publicly-traded energy companies.

Thomas F. Darden served as President and Chief Executive Officer and director of our General Partner from January 2007 until October 1, 2010. Mr. Darden was re-elected to serve as a director of our General Partner effective October 1, 2010 pursuant to the Crestwood Transaction. Mr. Darden has also served on the Board of Directors of Quicksilver since December 1997 and became Chairman of its Board in March 1999. Prior to joining Quicksilver, Mr. Darden was employed by Mercury for 22 years in various executive level positions. Mr. Darden was selected to serve as a director of our General Partner due to his depth of knowledge of us, including our history, development, contracts and relationships, his 34 years of experience in the oil and gas industry and his positions as an executive of Quicksilver, our largest producer customer.

Timothy H. Day was elected director of our General Partner in October 2010. Since 2000, Mr. Day served as a Managing Director of First Reserve Corporation, a private equity company which invests exclusively in the energy industry. Additionally, Mr. Day has served on the Management Committee of Crestwood Holdings since May 2010. Prior to joining First Reserve, Mr. Day worked with SCF Partners for three years and prior to that he worked for three years with CS First Boston and Salomon Brothers. Mr. Day previously served as a Director of Chart Industries, Inc. (Nasdaq: GTLS), (also serving on the Audit, Compensation and Nominating and Corporate Governance Committees), and Pacific Energy Partners (NYSE: PPX). Mr. Day holds a B.B.A. from the University of Texas and a Master of Business Administration from Harvard Business School. Mr. Day was elected to serve as a director of our General Partner due to his years of experience in financing energy related companies including significant energy investment experience at First Reserve and his general knowledge of midstream and downstream energy companies.

Michael G. France was elected director of our General Partner in October 2010. Since 2007, Mr. France has served as a Director of First Reserve Corporation, a private equity company which invests exclusively in the energy industry. Additionally, Mr. France has served on the Management Committee of Crestwood Holdings since May 2010. From 2003 to 2007, Mr. France served as a Vice President in the Natural Resources Group, Investment Banking Division, at Lehman Brothers. From 1999 to 2001, he served as a Senior Consultant at Deloitte & Touche. Mr. France holds a B.B.A. (cum laude) in Finance from the University of Texas and a Master of Business Administration from Jones Graduate School of Management at Rice University. Mr. France was elected to serve as a director of our General Partner due to his years of experience in financing energy related companies including his energy investment experience at First Reserve and his general knowledge of upstream and midstream energy companies.

Philip D. Gettig was elected director of our General Partner in July 2007 and continues to serve as a director after the Crestwood Transaction. From February 2000 to December 2005, Mr. Gettig served as the Vice President, General Counsel and Secretary of Prism Gas Systems I, L.P., a natural gas gathering and processing company that was purchased by Martin Midstream Partners L.P., a publicly-traded limited partnership, in November 2005. From 1981 to 1999, Mr. Gettig held various positions in the law department of Union Pacific Resources Company (UPR), a publicly traded exploration and production company with substantial natural gas gathering, processing and marketing operations. Positions held by Mr. Gettig included Managing Senior Counsel from 1996 to 1999. Mr. Gettig also served as General Counsel of Union Pacific Fuels, Inc., UPR’s wholly-owned gathering, processing and marketing affiliate, from 1996 to 1999. After his retirement from Prism in 2005, he has provided consulting and legal services to Prism and he has also provided such services to individuals and small businesses. Mr. Gettig was selected to serve as a director of our General Partner due to his 29 years of legal experience within the oil and gas industry.

Joel C. Lambert was elected director of our General Partner in October 2010. Since 2007, Mr. Lambert has served as Associate General Counsel of First Reserve Corporation, a private equity company which invests exclusively in the energy industry. From 1998 to 2006, Mr. Lambert was an attorney in the Business and International Section of Vinson & Elkins LLP. In 1997 he was an Intern at the Texas Supreme Court, and has served as a Military Intelligence Specialist for the United States Army. Mr. Lambert holds a Bachelor of

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Environmental Design (Magna Cum Laude) from Texas A&M University and a Juris Doctorate from the University of Texas School of Law. Mr. Lambert was elected to serve as a director of our General Partner due to his years of legal experience within the energy industry and his general knowledge of midstream energy companies.

J. Hardy Murchison was elected as director of our General Partner in October 2010. Since 2001, Mr. Murchison has served as a Consultant for First Reserve Corporation, a private equity company which invests exclusively in the energy industry. Mr Murchison was a Managing Director of First Reserve from 2001 through January 2011. Prior to that, he was Vice President of Corporate Development at Range Resources Corporation, an independent oil and gas company. He began his career at Simmons & Company International. He serves as a Director of NFR Energy, L.L.C. and Cobalt International Energy, Inc. Mr. Murchison holds a B.A. from the University of Texas and a Master of Business Administration from Harvard Business School. Mr. Murchison was elected to serve as a director of our General Partner due to his years of experience in financing energy related companies including significant energy investment experience at First Reserve and his general knowledge of upstream energy companies.

John W. Somerhalder II was elected director of our General Partner in July 2007 and continues to serve as a director after the Crestwood Transaction. Mr. Somerhalder has served as the President, Chief Executive Officer and a director of AGL Resources Inc., a publicly-traded energy services holding company whose principal business is the distribution of natural gas, since March 2006 and as Chairman of the Board of AGL Resources since November 2007. From 2000 to May 2005, Mr. Somerhalder served as the Executive Vice President of El Paso Corporation, a natural gas and related energy products provider and one of North America’s largest independent natural gas producers, where he continued service under a professional services agreement from May 2005 to March 2006. From 2001 to 2005, he served as the President of El Paso Pipeline Group. From 1996 to 1999, Mr. Somerhalder served as the President of Tennessee Gas Pipeline Company, an El Paso subsidiary company. From April 1996 to December 1996, Mr. Somerhalder served as the President of El Paso Energy Resources Company. From 1992 to 1996, he served as the Senior Vice President, Operations and Engineering, of El Paso Natural Gas Company. From 1990 to 1992, Mr. Somerhalder served as the Vice President, Engineering of El Paso Natural Gas Company. From 1977 to 1990, Mr. Somerhalder held various other positions at El Paso Corporation and its subsidiaries until being named an officer in 1990. Mr. Somerhalder was selected to serve as a director of our General Partner due to his years of experience in the oil and gas industry and his extensive business and management expertise, including as President, Chief Executive Officer and a director of a publicly-traded energy company.

Committees of the Board of Directors

The NYSE does not require its listed limited partnerships to have a compensation committee or a nominating and governance committee. Accordingly, each director of our General Partner may participate in the consideration of nomination and governance matters. Since the Crestwood Transaction, compensation matters relating to our executives and directors are reviewed and determined by the Management Committee of Crestwood Holdings (the “Management Committee”).

Our General Partner’s board of directors has established an audit committee. The audit committee consists of Messrs. Bledsoe, Gettig and Somerhalder, with Mr. Bledsoe acting as the chairman of the audit committee. Our General Partner’s board of directors has determined that each of the members of the audit committee meets the independence and experience standards established by the NYSE and the Exchange Act and that Mr. Bledsoe is an “audit committee financial expert” within the meaning of SEC rules. The audit committee assists the board of directors in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and corporate policies and controls. The audit committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by our independent registered public accounting firm. The audit committee is also responsible for confirming the independence and objectivity of our independent registered public accounting firm.

Our General Partner’s board of directors has also established a conflicts committee. The conflicts committee consists of Messrs. Bledsoe, Gettig and Somerhalder, with Mr. Gettig acting as the chairman of the conflicts committee, and is charged with reviewing specific matters that our General Partner’s board of directors believes may involve conflicts of interest. Any matters approved by the conflicts committee will be conclusively deemed to

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be fair and reasonable to us, to have been approved by all of our unitholders, and not to involve a breach of any duties that may be owed to our unitholders.

The charters of the audit committee and conflicts committee appear in the Company Overview section under Corporate Governance of our website www.crestwoodlp.com.

Code of Business Conduct and Ethics

Our General Partner’s board of directors has adopted a Code of Business Conduct and Ethics that applies to, among other persons, the principal executive officer, principal financial officer and principal accounting officer of our General Partner. A copy of this Code of Business Conduct and Ethics appears in the Company Overview section under Corporate Governance of our website www.crestwoodlp.com. We intend to post any amendments to or waivers of our Code of Business Conduct and Ethics with respect to the directors or executive officers of our General Partner in the Corporate Governance section of our website.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the executive officers and directors of our General Partner, and persons who own more than 10% of our common units, to file reports of ownership and changes in ownership with the SEC. The executive officers and directors of our general partner and owners of more than 10% of our common units are required by SEC rules to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to us and written representations from the directors and executive officers of our general partner, we believe that during 2010 all directors and executive officers of our General Partner and all owners of more than 10% of our common units were in compliance with all applicable Section 16(a) filing requirements, except that First Reserve GP and Philip W. Cook each filed a late report disclosing one transaction not timely reported.

Item 11.   Executive Compensation

Compensation Discussion and Analysis

Overview

The following Compensation Discussion and Analysis is provided in two sections to cover the period of January 1, 2010 to October 1, 2010 (“Pre-Crestwood Transaction”) and the period from October 1, 2010 to December 31, 2010 (“Post-Crestwood Transaction”).

Pre-Crestwood Transaction

We do not directly employ any of the persons responsible for managing or operating our business. Instead, we were managed by our General Partner, the executive officers of which were also executive officers of Quicksilver and were compensated by Quicksilver in their capacities as such. The following table sets forth the name and title of the individuals who served during 2010 as the principal executive officer and principal financial officer of our General Partner and the three persons other than the principal executive officer and principal financial officer that constitute the most highly compensated executive officers of our General Partner in 2010 Pre-Crestwood Transaction (collectively, the “Pre-Crestwood Transaction named executive officers”):

Name	Title
Glenn Darden	Chairman of the Board
Thomas F. Darden	President and Chief Executive Officer
Jeff Cook	Executive Vice President — Chief Operating Officer
Philip W. Cook	Senior Vice President — Chief Financial Officer
John C. Cirone	Senior Vice President, General Counsel and Secretary

On August 10, 2007, we entered into the omnibus agreement with Quicksilver and Crestwood Gas Services GP LLC (the “old omnibus agreement”). Pursuant to the old omnibus agreement, Quicksilver provided certain general

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and administrative services to us and we were obligated to reimburse Quicksilver for any expenses it incurred in conjunction with the performance of those services, including compensation and benefits provided by Quicksilver to the Pre-Crestwood Transaction named executive officers. Upon the closing of the Crestwood Transaction, the old omnibus agreement terminated except with respect to certain indemnification provisions which survive in accordance with their terms.

Although we paid an allocated portion of Quicksilver’s direct costs of providing compensation and benefits to the Pre-Crestwood Transaction named executive officers, we had no direct control over such costs. Quicksilver’s board of directors and compensation committee established the base salary, bonus and other elements of compensation for Quicksilver’s executive officers, and such determinations were not subject to approvals by our General Partner’s board of directors or any of its committees.

In addition to compensation paid to the Pre-Crestwood Transaction named executive officers by Quicksilver, the Pre-Crestwood Transaction named executive officers were eligible to participate in our 2007 Equity Plan, which is administered by our General Partner’s board of directors. Other than awards granted under this plan, the Pre-Crestwood Transaction named executive officers received no other compensation from us.

Compensation Objectives, Strategies and Elements — Pre-Crestwood Transaction

Pursuant to the old omnibus agreement, we were allocated a portion of the direct costs associated with the compensation and benefits provided by Quicksilver to the Pre-Crestwood Transaction named executive officers. In discussing the allocated portion of the costs for compensation and benefits to the Pre-Crestwood Transaction named executive officers for 2010, the Chief Executive Officer and Chief Financial Officer of Quicksilver (who served as the Chairman of the Board and the Chief Financial Officer, respectively, of our General Partner) determined that it was appropriate for us to bear a portion of these costs in two forms.

The first component was an allocation to us of a percentage of costs for base salary and benefits provided by Quicksilver to the Pre-Crestwood Transaction named executive officers, generally based on the estimated amount of time that the Pre-Crestwood Transaction named executive officers devoted to our business and affairs relative to the amount of time they devoted to those of Quicksilver. For 2010, Quicksilver allocated $0.2 million of these costs to us. In determining this amount, Quicksilver considered the estimated amount of time that the Pre-Crestwood Transaction named executive officers devoted to our business and affairs, the amounts of the compensation and benefits provided by Quicksilver to them and the value of the equity-based awards our General Partner’s board of directors made to them in the form of phantom partnership equity. This amount was paid by us to Quicksilver and not to the Pre-Crestwood Transaction named executive officers directly.

The second component was a grant of equity-based awards under the 2007 Equity Plan. For 2010, this grant made up 25% of the total long-term incentive equity-based awards payable to each Pre-Crestwood Transaction named executive officer. The other 75% was granted directly by Quicksilver. We agreed to award these long-term incentive equity-based awards because we did not bear any portion of the 2010 annual cash bonus paid to the Pre-Crestwood Transaction named executive officers, which was borne entirely by Quicksilver, and we believed that these grants aligned the interests of the Pre-Crestwood Transaction named executive officers directly with those of our unitholders. This was the only compensation the Pre-Crestwood Transaction named executive officers received from us in 2010.

Although our General Partner’s board of directors had no direct control over the compensation paid to the Pre-Crestwood Transaction named executive officers by Quicksilver, our General Partner’s board of directors reviewed and concurred with Quicksilver’s compensation philosophy and strategies with respect to Quicksilver’s executive officers. These strategies for 2010 included the long-term incentive equity-based component mentioned above. Generally, Quicksilver targets long-term incentive compensation, in the form of equity-based awards, at the 50th to 75th percentile for Quicksilver’s peer group. In consultation with Hewitt Associates LLC, the compensation consultants employed by Quicksilver, Quicksilver’s management proposed to Quicksilver’s compensation committee, and Quicksilver’s compensation committee concurred, that the long-term incentive compensation provided to Quicksilver’s executive officers in the form of equity-based awards would consist of three components in the following percentages (based on grant date values) for 2010: options to purchase Quicksilver common stock

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(37.5%); restricted shares of Quicksilver common stock (37.5%); and awards in the form of phantom partnership equity (25%).

Our General Partner’s board of directors determined that it would be desirable to grant equity-based awards to the Pre-Crestwood Transaction named executive officers in order to encourage them to think and act like owners of the partnership, to provide them additional incentives to advance our interests and the interests of holders of our units, and to enhance their commitment to our success. Our General Partner’s board of directors also believed these awards were appropriate, because they reduced the amount of cash we paid directly to Quicksilver for the services of the Pre-Crestwood Transaction named executive officers in 2010.

For the Pre-Crestwood Transaction named executive officers other than the Chief Executive Officer, the amounts of awards were determined by our General Partner’s board of directors based on the recommendations of the Chief Executive Officer and his evaluation of the performance of each other named executive officer. In addition, our General Partner’s board of directors considered the appropriateness of the amounts awarded relative to the desired effect of the awards in motivating the Pre-Crestwood Transaction named executive officers to achieve the goals of the partnership. Our General Partner’s board of directors agreed that 25% of the grant date value of the total long-term incentive equity-based awards provided to the Pre-Crestwood Transaction named executive officers in 2010 should consist of phantom partnership equity. Our General Partner’s board of directors also considered and was satisfied with the appropriateness of the dollar values established by Quicksilver’s compensation committee for this purpose.

Accordingly, our General Partner’s board of directors approved, effective January 4, 2010, the following grants of phantom units to the Pre-Crestwood Transaction named executive officers under the 2007 Equity Plan:

Executive	Number of Phantom Units
Glenn Darden		38,182
Thomas F. Darden		38,182
Jeff Cook		17,859
Philip W. Cook		14,780
John C. Cirone		13,548

The phantom units vest one-third on the first business day occurring on or after each of the first three anniversaries of the date of grant (or, if earlier, the named executive officer’s death or disability or a change-in-control) and are to be settled in common units immediately upon vesting. Our general partner’s board of directors determined that, in order to simplify administration of partner capital accounts, it was appropriate to grant phantom units that settle in common units near the end of the year.

As a result of the Crestwood Transaction which closed on October 1, 2010, during the fourth quarter we recognized compensation expense of approximately $3.6 million, resulting in 523,011 units vesting and 347,888 units issued after the effect of taxes paid, which is attributable to the acceleration of equity-based compensation program resulting from the change-in-control of provisions of our amended 2007 Equity Plan. This affected all outstanding units and results in there being no unvested units outstanding immediately thereafter.

Post-Crestwood Transaction

We do not directly employ any of the persons responsible for managing or operating our business. Instead, we are managed by our General Partner, the executive officers of which are also executive officers of Crestwood and are compensated by Crestwood in their capacities as such. The following table sets forth the name and title of the individuals who served during 2010 Post-Crestwood Transaction as the principal executive officer and principal financial officer of our General Partner and the four persons other than the principal executive officer and principal

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financial officer that constitute the most highly compensated executive officers of our General Partner in 2010 Post-Crestwood Transaction (collectively, the “Post-Crestwood Transaction named executive officers”):

Name	Title
Robert G. Phillips	President, Chief Executive Officer and Chairman of the Board
William G. Manias	Senior Vice President — Chief Financial Officer
Terry M. Morrison	Senior Vice President — Business Development
Joel D. Moxley	Senior Vice President — Operations and Commercial
Eric Guy	Vice President — Controller
Mark G. Stockard	Vice President, Investor Relations and Treasurer

Compensation Methodology

On October 8, 2010, we entered into a new Omnibus Agreement with Crestwood and our General Partner (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, Crestwood provides certain general and administrative services to us and we are obligated to reimburse Crestwood for any expenses it incurs in conjunction with the performance of those services, including compensation and benefits provided by Crestwood to the Post-Crestwood Transaction named executive officers.

Although we pay an allocated portion of Crestwood’s direct costs of providing compensation and benefits to the Post-Crestwood Transaction named executive officers, we have no direct control over such costs. Crestwood’s Management Committee, comprised of Messrs. Day, France and Phillips, establishes the base salary, bonus and other elements of compensation for Crestwood’s executive officers, and such determinations are not subject to approvals by our General Partner’s board of directors or any of its committees. For the Post-Crestwood Transaction named executive officers other than the Chief Executive Officer, the compensation and amounts of awards are determined based on the recommendations of the Chief Executive Officer and his evaluation of the performance of each other Post-Crestwood Transaction named executive officer. Compensation and amounts of awards for the Chief Executive Officer are determined by the Management Committee with the abstention of Mr. Phillips.

In addition to compensation paid to the Post-Crestwood Transaction named executive officers by Crestwood, certain of the Post-Crestwood Transaction named executive officers are eligible to participate in our 2007 Equity Plan, which is administered by our General Partner’s board of directors. In 2010, Messrs. Guy and Stockard were the only Post-Crestwood Transaction named executive officers granted awards under the 2007 Equity Plan. Certain Post-Crestwood Transaction named executive officers including Messrs. Phillips, Manias, Morrison and Moxley were issued incentive units in Crestwood in 2010. The incentive units represent a profits interest in Crestwood, and entitle the holders to share in distributions of Crestwood.

Compensation Objectives

As we do not directly compensate the executive officers of our General Partner, we do not have any set compensation programs. The elements of Crestwood’s compensation program as administered by the Management Committee and discussed below, along with Crestwood’s other rewards, are intended to provide a total rewards package designed to yield competitive total cash compensation, drive performance and reward contributions in support of the businesses of Crestwood and other Crestwood affiliates, including us, for which the Post-Crestwood Transaction named executive officers perform services. We are allocated a percentage of costs for base salary and benefits provided by Crestwood to the Post-Crestwood Transaction named executive officers, generally based on the estimated amount of time that the Post-Crestwood Transaction named executive officers devote to our business and affairs relative to the amount of time they devote to those of Crestwood. For 2010 Post-Crestwood Transaction, Crestwood allocated $1.0 million of these costs to us. In determining this amount, Crestwood considered the estimated amount of time that the Post-Crestwood Transaction named executive officers devoted to our business and affairs and the amounts of the compensation and benefits provided by Crestwood to them. Although we bear an allocated portion of Crestwood’s costs of providing compensation and benefits to the Post-Crestwood named executive officers, we do not have control over such costs and do not establish or direct the compensation policies or practices of Crestwood. Post-Crestwood Transaction, Crestwood paid to its employees certain incentive compensation based on the performance of Quicksilver pursuant to the Crestwood Transaction and as such did not set any

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Crestwood specific performance-based criteria for 2010 and did not have any other specific performance-based objectives. For 2011 and future years, Crestwood and the Management Committee plan to set Crestwood specific performance based criteria and objectives for performance based compensation of its employees and certain Post-Crestwood Transaction named executive officers as applicable. Additionally, as required under the 2007 Equity Plan the board of directors of our General Partner shall participate in the determination of appropriate performance based criteria and goals for such plans.

Elements of Compensation.  Crestwood’s executive officer compensation package includes a combination of annual cash and long-term incentive compensation including awards under Crestwood’s employee benefit plans and incentive units from Crestwood. Elements of compensation which to the Post-Crestwood Transaction named executive officers may be eligible to receive from Crestwood consist of the following: (1) annual base salary; (2) discretionary annual cash awards; (3) awards pursuant to Crestwood’s employee benefit plans and (4) where appropriate, other compensation, including limited perquisites. Additionally, elements of long-term incentive compensation that certain Post-Crestwood Transaction named executive officers may be eligible to receive include incentive units from Crestwood, the cost of which is not allocated to Crestwood but play a key role in enabling our General Partner to attract, recruit, hire and retain qualified executive officers.

Annual Base Salary.  Base salary is intended to provide fixed compensation to the Post-Crestwood Transaction named executive officers for their performance of core duties with respect to our General Partner, Crestwood and its affiliates, including us, and to compensate for experience levels, scope of responsibility and future potential. Base salaries are not intended to compensate individuals for extraordinary performance or for above average company performance. The base salaries of the Post-Crestwood Transaction named executive officers are reviewed on an annual basis, as well as at the time of promotion and other changes in responsibilities or market conditions.

Discretionary Annual Cash Awards.  In addition to the annual base salary, the Post-Crestwood Transaction named executive officers may be eligible to receive discretionary annual cash awards that, if awarded, are paid in a lump sum near the end of the fiscal year. These cash awards are designed to provide the Post-Crestwood Transaction named executive officers with competitive incentives to help drive performance and promote achievement of Crestwood’s and our business objectives.

Employee Benefit Plan Awards.  The Post-Crestwood Transaction named executive officers may be eligible to receive awards pursuant to our 2007 Equity Plan, which is administered by the Management Committee with the participation of our General Partner’s board of directors to establish appropriate performance based criteria and goals and Crestwood’s employee benefit plans. These employee benefit plan awards are designed to reward the performance of the Post-Crestwood Transaction named executive officers by providing annual inventive opportunities tied to our annual performance and that of Crestwood. In particular, these awards are provided to certain of the Post-Crestwood Transaction named executive officers in order to provide competitive incentives to these executives who can significantly impact performance and promote achievement of our and Crestwood’s business objectives.

Other Compensation.  Crestwood generally does not pay for perquisites for any of the Post-Crestwood Transaction named executive officers. No perquisites are paid for services rendered to us. Crestwood provides a life insurance policy and long term disability policy for all of its employees including the Post-Crestwood Transaction named executive officers with the annual premiums being paid by Crestwood. Crestwood does not provide any greater allocation toward employee health insurance premiums than is provided for all other employees covered on the health benefits plan.

Compensation Objectives, Strategies and Elements for 2011

Compensation for 2011 was determined using the same objectives, strategies and elements as were used for the period of October 1, 2010 through December 31, 2010 pursuant to Crestwood Transaction.

2007 Equity Plan

Our 2007 Equity Plan is designed to promote our interests by providing to directors, officers and selected employees and consultants of our General Partner or its affiliates incentive compensation based on our common

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units. Individuals that are selected to participate in the 2007 Equity Plan are determined by the equity committee or the board of directors of our General Partner, as applicable, to receive an award and are (i) officers or other employees of our General Partner who perform services for us, our General Partner or one of our or its affiliates, (ii) consultants who perform services for us, our General Partner or one of our or its affiliates or (iii) members of the board of directors of our General Partner who are not employees of our General Partner or one of its affiliates.

The 2007 Equity Plan is administered by the board of our General Partner or a committee thereof. Any such committee will not administer phantom unit awards granted to non-employee directors of the board of our General Partner. The board has the full authority and discretion to administer the 2007 Equity Plan and to take any action that is necessary or advisable in connection with its administration.

The 2007 Equity Plan authorizes the granting of options, restricted units, phantom units, unit appreciation rights, performance units and performance bonuses. The maximum number of our common units that may at any time be delivered or reserved for delivery under the 2007 Equity Plan is 750,000 common units. The total number of common units available under the 2007 Equity Plan will be adjusted to include units that relate to awards granted under the 2007 Equity Plan that (i) expire or are forfeited, (ii) are withheld or tendered in payment of the exercise price of an option or in satisfaction of the taxes required to be withheld in connection with any award granted under the 2007 Equity Plan or (iii) are subject to an appreciation right that are not transferred to a participant upon exercise of the appreciation right.

The 2007 Equity Plan may be amended from time to time by the board of directors of our General Partner, but may not be amended without further approval of our unitholders if such amendment would result in the plan no longer satisfying any applicable requirements of the principal national securities exchange on which the common units are traded or Rule 16b-3 of the Exchange Act. No amendment of any outstanding option to reduce the exercise price will be authorized without the further approval of our unitholders. Furthermore, no option will be cancelled and replaced with options having a lower option price without further approval of our unitholders.

Unless terminated earlier, the 2007 Equity Plan will terminate on July 24, 2017, after which no further awards may be made. The 2007 Equity Plan will continue to govern outstanding awards, and its termination will not adversely affect the terms of any outstanding award.

Change-in-Control Arrangements

In the event of a change-in-control as described in the 2007 Equity Plan, all of a named executive officer’s equity-based awards that have been granted under the 2007 Equity Plan would immediately vest. The board of directors of our General Partner believes that this change-in-control arrangement aligns the interests of the named executive officers with those of the holders of our units.

Employment Agreements

With the exception of Mr. Stockard, none of the Post-Crestwood named executive officers operate under employments agreements. Pursuant to a letter agreement dated September 7, 2010, between Mr. Stockard and Crestwood, Mr. Stockard became the Vice President, Investor Relations and Treasurer of our General Partner effective October 1, 2010. Pursuant to the terms of that agreement, Mr. Stockard will receive an annual base salary of $220,000. He will be eligible to receive an annual cash bonus of up to 50% of his base salary; as determined by the Management Committee based upon his individual performance and the performance of Crestwood and us based on meeting annual financial goals and non-financial goals set by the Management Committee or our General Partner’s board of directors. Mr. Stockard will be issued an annual equity grant in the form of phantom units under the 2007 Equity Plan in an amount equal to 45% of his base salary. Mr. Stockard received an initial one-time equity grant of 4,042 restricted units under the 2007 Equity Plan, with distribution rights. In addition, Mr. Stockard was issued 20,000 incentive units in Crestwood.

Compensation Committee Report

As our General Partner does not have a compensation committee, the Management Committee provides the oversight, administers and makes decisions regarding Crestwood’s compensation policies and plans with the

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exception of the 2007 Equity Plan which provides for the participation of our General Partner’s board of directors to establish appropriate performance based criteria and goals. Additionally, our General Partner’s board of directors generally reviews and discusses the Compensation Discussion and Analysis with the management of our General Partner as a part of our governance practices. Based on this review and discussion, our General Partner’s board of directors, with the concurrence of the Management Committee, has directed that the Compensation Discussion and Analysis be included in this annual report for filing with the SEC.

Members of the Board of Directors of Crestwood Gas Services GP LLC
Alvin Bledsoe Timothy H. Day Michael G. France Joel C. Lambert	Thomas F. Darden Philip D. Gettig J. Hardy Murchison Robert G. Phillips John W. Somerhalder II

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Summary Compensation Table

The following table sets forth certain information regarding the compensation provided by us in 2010, 2009 and 2008 to the (i) current and former Chief Executive Officer of our General Partner, (ii) the current and former Chief Financial Officer of our General Partner, (iii) the four most highly-compensated executive officers of our General Partner who were serving in such capacity at the end of December 31, 2010, (iv) two most highly-compensated individuals who were not serving as executive officers of our General Partner at the end of December 31, 2010. These ten individuals are referred to as “named executive officers” in the tables that follow:

							Equity
			Salary		Bonus		Awards		Other		Total
Name and Principal Position	Year		($)		($)		($)(1)		($)(4)		($)
Robert G. Phillips(2)		2010		100,000		200,000		—		—		300,000
President, Chief Executive Officer and		2009		—		—		—		—		—
Chairman of the Board		2008		—		—		—		—		—
Thomas F. Darden(3)		2010		—		—		807,549		—		807,549
President and		2009		—		—		832,173		—		832,173
Chief Executive Officer		2008		—		—		752,778		—		752,778
William G. Manias(2)		2010		62,500		125,000		—		—		187,500
Senior Vice President —		2009		—		—		—		—		—
Chief Financial Officer		2008		—		—		—		—		—
Philip W. Cook(3)		2010		—		—		312,597		—		312,597
Senior Vice President —		2009		—		—		322,131		—		322,131
Chief Financial Officer		2008		—		—		298,405		—		298,405
Terry M. Morrison(2)		2010		62,500		125,000		—		—		187,500
Senior Vice President —		2009		—		—		—		—		—
Business Development		2008		—		—		—		—		—
Joel D. Moxley(2)		2010		62,500		125,000		—		—		187,500
Senior Vice President —		2009		—		—		—		—		—
Operations and Commercial		2008		—		—		—		—		—
Eric Guy		2010		133,000		12,000		125,490		56,810		327,300
Vice President — Controller		2009		—		—		—		—		—
		2008		—		—		—		—		—
Mark G. Stockard(2)		2010		55,000		27,500		245,183		—		327,683
Vice President, Treasurer and		2009		—		—		—		—		—
Assistant Secretary		2008		—		—		—		—		—
Glenn Darden(3)		2010		—		—		807,549		—		807,549
Chairman of the Board		2009		—		—		832,173		—		832,173
		2008		—		—		752,778		—		752,778
Jeff Cook(3)		2010		—		—		377,718		—		377,718
Executive Vice President —		2009		—		—		389,242		—		389,242
Chief Operating Officer		2008		—		—		379,785		—		379,785

(1)	This column reports the aggregate grant date fair value of the phantom unit awards granted in 2010, 2009 and 2008 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.
(2)	This individual joined the General Partner effective October 1, 2010. Consequently, the information presented represents the period Post-Crestwood Transaction of October 1, 2010 to December 31, 2010.
(3)	In connection with the closing of the Crestwood Transaction, this individual resigned from the General Partner effective October 1, 2010. Mr. Thomas F. Darden continues to serve on the board of directors of our General Partner.
(4)	In connection with the closing of the Crestwood Transaction, Mr. Guy received a separation payment from Quicksilver.

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Grants of Plan-Based Awards in 2010

The following table sets forth certain information regarding grants of awards under our 2007 Equity Plan made to the named executive officers in 2010. Each of these grants consists of phantom units that vest one-third on January 15th or on the first business day occurring on or after each of the first three anniversaries of the date of grant (or if earlier, the named executive officer’s death or disability or a change-in-control) and are to be settled in common units immediately upon vesting.

					Equity Awards		Grant Date
			Board		Number of		Fair Value of
			Approval		Units:		Equity Awards
Name	Grant Date		Date		(#)		($)(1)
Robert G. Phillips		12/10/2010		11/10/2010		—		—
Thomas F. Darden		1/4/2010		12/19/2009		38,182		807,549
William G. Manias		12/10/2010		11/10/2010		—		—
Philip W. Cook		1/4/2010		12/19/2009		14,780		312,597
Terry M. Morrison		—		—		—		—
Joel D. Moxley		—		—		—		—
Eric Guy		1/4/2010		12/19/2009		1,788		37,816
		12/10/2010		11/10/2010		3,234		87,674
Mark G. Stockard		12/10/2010		11/10/2010		9,044		245,183
Glenn Darden		1/4/2010		12/19/2009		38,182		807,549
Jeff Cook		1/4/2010		12/19/2009		17,859		377,718

(1) This column reports the grant date fair value of the phantom unit awards granted in 2010 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 2010

The following table sets forth information regarding the holdings of phantom unit awards by the named executive officers at December 31, 2010. No options with regard to our units have been granted to our named executive officers.

	Equity Awards in Units
				Market Value of
	Number of Shares or			Shares or Units of
	Units of Stock That			Stock that have not
	Have Not Vested			Vested
Name	(#)			($)(1)
Robert G. Phillips		—(3	)		—
Thomas F. Darden		—(2	)		—
William G. Manias		—(3	)		—
Philip W. Cook		—(2	)		—
Terry M. Morrison		—(3	)		—
Joel D. Moxley		—(3	)		—
Eric Guy		3,234(4	)		87,932
Mark G. Stockard		9,044(4	)		245,906
Glenn Darden		—(2	)		—
Jeff Cook		—(2	)		—

(1) The market value of phantom unit awards is based on $27.19, the closing market price of CMLP common units on December 31, 2010.

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(2)	All units vested with the change in control due to the Crestwood Transaction.
(3)	Does not receive units.
(4)	One-third of these units will vest on each January 15, 2012, 2013 and 2014.

Stock Vested in 2010

The following table sets forth information regarding the units held by named executive officers that vested during 2010.

	Equity Awards
	Number of
	Shares or Units
	Acquired on			Value Realized on
	Vesting			Vesting
Name	(#)			($) (1)
Robert G. Phillips		— (1	)		—
Thomas F. Darden		144,111 (2	)		3,421,677
William G. Manias		— (1	)		—
Philip W. Cook		56,346 (3	)		1,337,287
Terry M. Morrison		— (1	)		—
Joel D. Moxley		— (1	)		—
Eric Guy		7,265 (4	)		171,675
Mark G. Stockard		— (1	)		—
Glenn Darden		144,111 (2	)		3,421,677
Jeff Cook		68,245 (5	)		1,619,657

(1)	No units vested in 2010.
(2)	On January 4, 2010, 37,511 of each of Messrs. Darden’s phantom units, which settled in units, vested when the market price was $21.15. On August 10, 2010, 3,333 of each of Messrs. Darden’s phantom units, which settled in cash, vested when the market price was $22.67. On October 1, 2010, 103,267 of each of Messrs. Darden’s phantom units, which settled in units, vested when the market price was $24.72.
(3)	On January 4, 2010, 14,613 of Mr. Cook’s phantom units, which settled in units, vested when the market price was $21.15. On August 10, 2010, 1,667 of Mr. Cook’s phantom units, which settled in cash, vested when the market price was $22.67. On October 1, 2010, 40,066 of Mr. Cook’s phantom units, which settled in units, vested when the market price was $24.72.
(4)	On January 4, 2010, 1,739 of Mr. Guy’s phantom units, which settled in units, vested when the market price was $21.15. On August 10, 2010, 833 of Mr. Guy’s phantom units, which settled in cash, vested when the market price was $22.67. On October 1, 2010, 4,693 of Mr. Guy’s phantom units, which settled in units, vested when the market price was $24.72.
(5)	On January 4, 2010, 17,911 of Mr. Cook’s phantom units, which settled in units, vested when the market price was $21.15. On August 10, 2010, 1,667 of Mr. Cook’s phantom units, which settled in cash, vested when the market price was $22.67. On October 1, 2010, 48,667 of Mr. Cook’s phantom units, which settled in units, vested when the market price was $24.72.

Potential Payments upon Termination or Change-in-Control

Upon a named executive officer’s termination by reason of death or disability or upon a change-in-control as defined under the 2007 Equity Plan, as amended, such named executive officer’s outstanding unvested equity awards granted under the 2007 Equity Plan, as amended, would immediately vest. The payments set forth in the table are based on the assumption that the event occurred on December 31, 2010, the last business day of 2010. The amounts shown in the table do not include payments and benefits that could be received by such individual from Crestwood.

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	Equity Awards(1)
			Market Value of
			Shares or Units of
	Number of Shares or		Stock that have not
	Units of Stock that		Vested and will Vest
	have not Vested		upon a Triggering
Name	(#)		($)(2)
Robert G. Phillips		—		—
Thomas F. Darden		—		—
William G. Manias		—		—
Philip W. Cook		—		—
Terry M. Morrison		—		—
Joel D. Moxley		—		—
Eric Guy		3,234		87,932
Mark G. Stockard		9,044		245,906
Glenn Darden		—		—
Jeff Cook		—		—

(1)	Includes phantom units that will be settled in units upon vesting.
(2)	The market value of unit awards is based on $27.19, the closing market price of our common units on December 31, 2010.

Director Compensation for 2010

Directors of our General Partner who are also employees of Crestwood are not separately compensated for their services as directors. For the year ended 2010, each of our non-employee directors was entitled to receive a fee of $100,000, payable 50% in phantom units and 50% in cash (subject to their elections to receive phantom units in lieu of some or all of the cash portion). Each of these phantom unit awards was granted under our 2007 Equity Plan and settles in units upon vesting.

The following table sets forth certain information regarding the compensation of the non-employee directors of our General Partner.

	Fees Earned or		Equity
	Paid in Cash		Awards			Total
Name	($)(1)		($)(2)			($)
Alvin Bledsoe		50,000		49,999(3	)		99,999
Thomas F. Darden		—		—(6	)		—
Timothy H. Day		—		—(6	)		—
Philip D. Gettig		40,000		60,003(4	)		100,003
Michael G. France		—		—(6	)		—
Joel C. Lambert		—		—(6	)		—
J. Hardy Murchison		—		—(6	)		—
Robert G. Phillips		—		—(6	)		—
John W. Somerhalder II		—		99,997(5	)		99,997

(1)	This column reports the aggregate compensation earned in 2010 and paid in cash and excludes $50,000 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 2010 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.

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(3)	The grant date fair value calculated for the 2,364 phantom units granted to Mr. Bledsoe in 2010. As of December 31, 2010, Mr. Bledsoe did not have any unvested phantom units due to the change of control with the Crestwood Transaction.
(4)	The grant date fair value calculated for the 2,837 phantom units granted to Mr. Gettig in 2010. As of December 31, 2010, Mr. Gettig did not have any unvested phantom units due to the change of control with the Crestwood Transaction.
(5)	The grant date fair value calculated for the 4,728 phantom units granted to Mr. Somerhalder in 2010, including those phantom units he acquired in lieu of $50,000 in cash fees. As of December 31, 2010, Mr. Somerhalder did not have any unvested phantom units due to the change of control with the Crestwood Transaction.
(6)	Waived compensation for 2010.

Compensation Committee Interlocks and Insider Participations

Our General Partner does not have a compensation committee. In the Pre-Crestwood Transaction period, Messrs. Glenn Darden, Thomas Darden, Jeff Cook and Philip W. Cook, each of whom was an executive officer of our General Partner, participated in his capacity as a director in the deliberations of the board of directors of our General Partner concerning executive officer compensation. In addition during that period, Mr. Thomas Darden made recommendations on behalf of the management of our General Partner to the board of directors of our General Partner regarding Pre-Crestwood Transaction executive officer compensation. Messrs. Glenn Darden and Thomas Darden also served as directors of Quicksilver, and Messrs. Glenn Darden, Thomas Darden, Jeff Cook and Philip W. Cook served as executive officers of Quicksilver.

In the Post-Crestwood Transaction period, Mr. Robert Phillips, who serves the President, Chief Executive Officer and Chairman of our General Partner, participated in his capacity as a director in the deliberations of the Management Committee concerning executive officer compensation. In addition, during that period, Mr. Phillips made recommendations on behalf of the management of our General Partner to the Management Committee regarding Post-Crestwood Transaction named executive officer compensation but abstained from any decisions regarding his compensation.

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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Crestwood Midstream Partners LP

The following table sets forth certain information regarding the beneficial ownership of our common and subordinated units as of February 14, 2011 by:

•  each person known by us to beneficially own more than 5% of our common or subordinated units;

•  each named executive officer of Crestwood Gas Services GP LLC;

•  each director of Crestwood Gas Services GP LLC; and

•  all directors and executive officers of Crestwood Gas Services GP LLC as a group.

Unless otherwise indicated by footnote, the beneficial owner exercises sole voting and investment power over the units. The percentages of beneficial ownership are calculated on the basis of 31,187,696 common units outstanding as of February 14, 2011. The amounts and percentage of units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable.

	Common		Percentage of
Name of Beneficial Owner(1)	Units		Common Units
Crestwood Holdings Partners, LLC(2)(4)		19,544,089		62.7	%
Crestwood Gas Services Holdings LLC(3)(4)		19,544,089		62.7	%
Kayne Anderson Capital Advisors, L.P.(5)		2,095,679		6.7	%
Alvin Bledsoe(6)		53,954			*
Timothy H. Day		—
Thomas F. Darden(7)		103,199			*
Michael G. France		—
Philip D. Getting		14,932			*
Joel C. Lambert		—
J. Hardy Murchison		—
John W. Somerhalder II		26,694			*
Robert G. Phillips		—
William G. Manias		—
Terry M. Morrison		—
Joel D. Moxley		—
Kelly J. Jameson		—
Eric Guy		5,206			*
Mark G. Stockard		4,042			*
Directors and executive officers as a group total 15		208,027		0.7	%

* Indicates less than 1%

(1)	Unless otherwise indicated, the address for all beneficial owners in this table is 717 Texas Avenue, Suite 3150, Houston, Texas 77002.
(2)	Crestwood Holding Partners, LLC is the ultimate parent company of Crestwood Gas Services Holdings LLC (“Holdings”) and may, therefore, be deemed to beneficially own the units held by Holdings.

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(3)	Holdings, an indirect wholly owned subsidiary of Crestwood, owns a 100% interest in our General Partner and a 62.7% limited partner interest in us.
(4)	Crestwood has shared voting power and shared investment power with Holdings, Crestwood Holdings LLC, Crestwood Holdings II LLC, FR XI CMP Holdings LLC, FR Midstream Holdings LLC, First Reserve GP XI, L.P., First Reserve GP XI, Inc., and William E. Macaulay over 19,544,089 common units of Crestwood Midstream Partners LP. Crestwood Gas Services GP LLC, the sole general partner of Crestwood Midstream Partners LP, owns a 1.5% general partner interest and incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in Crestwood Midstream Partners LP.
(5)	According to a Schedule 13G filed by Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne with the SEC on February 9, 2011, Kayne Anderson Capital Advisors, L.P. together with Richard A. Kayne has shared voting and dispositive power over 2,095,679 common units. The address of Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067.
(6)	Includes 200 common units over which Mr. Bledsoe exercises shared investment power.
(7)	Includes 76,100 common units held in a trust for which he has shared voting and investment power as a co-trustee. Mr. Darden disclaims beneficial ownership of the common units held in this trust, except to the extent of this pecuniary interest therein.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2010, with respect to shares of common stock that may be issued under our existing equity compensation plans.

						Number of Securities
						Remaining Available for
						Future Issuance Under
	Number of Securities to		Weighted-average			Equity Compensation
	be Issued Upon Exercise		Exercise Price of			Plans (excluding
	of Outstanding Options,		Outstanding Options,			securities reflected in
Plan Category	Warrants and Rights		Warrants and Rights			Column (a))
	(a)		(b)			(c)
Equity compensation plans approved by security holders(1)		117,484		N/A	(2)		750,000
Equity compensation plans not approved by security holders		—		—			—
Total		117,484		N/A	(2)		750,000

(1)	Consists of the 2007 Equity Plan.
(2)	Only phantom units have been issued under the 2007 Equity Plan. 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

As of February 14, 2011, our General Partner and its affiliates owned 19,544,089 common units representing an aggregate 62.7% limited partner interest in us. In addition, as of February 14, 2011, our General Partner owned approximately a 1.5% general partner interest in us and all of the incentive distribution rights. We and our General Partner and its affiliates are also parties to various contractual arrangements. The terms of these arrangements are not the result of arm’s length negotiations.

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Distributions and Payments to Our General Partner and its Affiliates

We make cash distributions of approximately 98% to our unitholders pro rata, including our General Partner and its affiliates, as the holders of an aggregate 19,544,089 common, and 1.5% to our General Partner. In addition, if distributions exceed the minimum quarterly distribution and other higher target distribution levels, our General Partner is entitled to increasing percentages of the distributions, up to 48% of the distributions above the highest target distribution level.

Assuming we have sufficient available cash to maintain the current level of quarterly distribution on all of our outstanding units for four quarters, our General Partner and its affiliates would receive an annual distribution of approximately $3.5 million on their general partner interest and incentive distribution rights and $53.6 million on their common limited partner units. For 2010 the general partner and its affiliates were paid $31.3 million when taking into account amounts paid to Quicksilver during the pre-Crestwood Transaction period and amounts paid to Crestwood during the Post-Crestwood Transaction period.

Property Transactions with Quicksilver

On June 5, 2007, our Predecessor sold several pipeline and gathering assets to Crestwood including a portion of the gathering lines in the Cowtown Pipeline. All assets conveyed, including the portion of the gathering lines in the Cowtown Pipeline were subject to repurchase by us from Crestwood. During 2009, our independent directors voted to acquire certain of the Cowtown Pipeline assets subject to the repurchase obligation that had an original cost of approximately $5.6 million. We paid $5.6 million for these assets in September 2009. Furthermore, the independent directors elected not to acquire certain Cowtown Pipeline assets that had been previously included in the repurchase obligation. In doing so, we derecognized assets with a carrying value of $56.8 million and also derecognized liabilities associated with the repurchase of $68.6 million. The difference of $11.8 million between the assets’ carrying values and their repurchase obligation was reflected as an increase in partners’ capital effective upon the decision not to purchase. The decision not to purchase certain Cowtown Pipeline assets did not have a material effect on our gathering and processing revenues as the natural gas stream from these laterals continues to flow into our Cowtown Pipeline gathering and processing facilities.

Omnibus Agreement

We have entered into an Omnibus Agreement with Crestwood and our General Partner that addresses the following matters:

•  restrictions on Crestwood’s ability to engage in certain midstream business activities or own certain related assets in the Crestwood Counties;

•  Crestwood’s obligation to indemnify us for certain liabilities and our obligation to indemnify Crestwood for certain liabilities;

•  our obligation to reimburse Crestwood for all expenses incurred by Crestwood (or payments made on our behalf) in conjunction with Crestwood’s provision of general and administrative services to us, including salary and benefits of Crestwood personnel, our public company expenses, general and administrative expenses and salaries and benefits of our executive management who are Crestwood’s employees;

•  our obligation to reimburse Crestwood for all insurance coverage expenses it incurs or payments it makes with respect to our assets; and

•  our obligation to reimburse Crestwood for all expenses incurred by Crestwood (or payments made on our behalf) in conjunction with Crestwood’s provision of services necessary to operate, manage and maintain our assets.

The table below reflects the categories of expenses for which we were obligated to (i) reimburse Quicksilver pursuant to the old omnibus agreement (See Note 12 to our consolidated financial statements included in Item 8 of this annual report), which includes the amounts for each category that we paid to Quicksilver Pre-Crestwood Transaction in 2010, (ii) reimburse Crestwood pursuant to the Omnibus Agreement which includes the amounts for

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each category that we paid to Crestwood Post-Crestwood Transaction in 2010; and (iii) and an estimate of the amounts for each category that we expect to pay Crestwood in 2011.

	Pre-Crestwood 2010		Post-Crestwood 2010		Estimates for 2011
(In millions)
Reimbursement of general and administrative expenses	$	2.0	$	—	$	—
Reimbursement of public company expenses		2.1		0.2		—
Reimbursement of compensation and benefits for Crestwood personnel		—		3.2		10.8
Reimbursement of compensation and benefits for executive management of our General Partner		0.2		1.0		2.5
Total	$	4.3	$	4.4	$	13.3

Our General Partner and its affiliates will also receive payments from us pursuant to the contractual arrangements described below under the caption “— Contracts with Affiliates.”

Any or all of the provisions of the Omnibus Agreement are terminable by Crestwood at its option if our General Partner is removed without cause and units held by our General Partner and its affiliates are not voted in favor of that removal. The Omnibus Agreement will also generally terminate in the event of a change of control of us or our General Partner.

Reimbursement of Operating and General and Administrative Expense

Under the Omnibus Agreement, we will reimburse Crestwood for the payment of certain operating expenses and for the provision of various general and administrative services for our benefit with respect to our assets. The Omnibus Agreement further provides that we will reimburse Crestwood for all expenses it incurs or payments it makes with respect to our assets. Pursuant to these arrangements, Crestwood performs centralized corporate functions for us, such as legal, accounting, treasury, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, taxes and engineering. Generally, these allocations are based on the amount of time individuals performing these functions devote to our business and affairs relative to the amount of time that we believe they devote to Crestwood’s business and affairs.

Reimbursement for Operations Services Expenses

Under the Omnibus Agreement, we will reimburse Crestwood for all expenses incurred by our on our behalf in conjunction with services provided by Crestwood that are necessary to operate, manage and maintain our assets. Such services include, but are not limited to, salaries and other wages of Crestwood personnel performing such services (the “Operations Personnel”), (ii) bonus amounts paid to Operations Personnel, (iii) paid time off, benefits granted to Operations Personnel, (iv) employee benefits to Operations Personnel, (v) grants of cash for settled phantom units, if any, (vi) severance payments, if any, (vii) workers compensation insurance, and (viii) any of the employee costs or benefits relating to Operations Personnel for which Crestwood incurs costs.

Indemnification

Under the omnibus agreement, we have agreed to indemnify Quicksilver for all losses attributable to the post-closing operations of the gathering and processing business contributed to us at the closing of our IPO unless in any such case indemnification would not be permitted under our Partnership Agreement.

Competition

Under the Omnibus Agreement, Crestwood has agreed that, subject to specified exceptions, it will not engage in the restricted businesses in the Crestwood Counties. As used in that agreement, “restricted businesses” include the gathering, treating, processing, fractionating, transportation or storage of natural gas, or the transportation or storage of natural gas liquids. Although the exceptions referred to above include Crestwood’s right to acquire assets or businesses, that include restricted businesses, Crestwood has agreed to offer us the right to acquire any such

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midstream business assets for their construction costs, in the case of constructed assets, or fair market value, in the case of acquired assets. Furthermore, that offer would be required to be made not more than 120 days after Crestwood’s construction or acquisition of those assets or construction and the commencement of service.

Except as described in the immediately preceding paragraph, neither Crestwood nor any of its affiliates will be restricted, under either the Partnership Agreement or the Omnibus Agreement, from competing with us. Subject to the preceding paragraph, Crestwood and any of its affiliates may acquire, construct or dispose of additional midstream business assets or other assets in the future without any obligation to offer us the opportunity to purchase or construct those assets.

The competition and business opportunity restriction provisions under the Omnibus Agreement will terminate on the earlier of August 10, 2017 and such time as Crestwood or its affiliates cease to own a majority interest in our General Partner.

Contracts with Affiliates

Agreements with Related Parties

Detailed description of our agreements with related parties can be found in Note 12 to the consolidated financial statements included in Item 8 of this annual report, which is incorporated herein by reference.

Equity Awards to Certain Quicksilver Executive Officers

On November 19, 2009, the board of directors of our General Partner granted phantom units, effective January 4, 2010, under our 2007 Equity Plan to Anne Darden Self, the sister of Glenn Darden and Thomas Darden and the Vice President — Human Resources of Quicksilver, with a value on the date of grant of approximately $104,000. These grants did not require review by the conflicts committee of our General Partner under our related-party transaction policy. For further information regarding the policy, see below “Policies and Procedures for Review and Approval of Transactions with Related Parties.”

Policies and Procedures for Review and Approval of Transactions with Related Parties

Our General Partner’s board of directors has adopted a written policy covering transactions with related parties pursuant to which it has delegated to the conflicts committee the responsibility for reviewing and, if appropriate, approving or ratifying such transactions. The policy covers transactions to which we or any of our subsidiaries is a party and in which any director or executive officer of our General Partner or any person that beneficially owns more than 5% of our common units, any immediate family member of such director, officer or owner, or any related entity of such related party, had, has or will have a direct or indirect interest, other than a transaction involving (a) compensation by us or (b) less than $120,000. The policy instructs directors and executive officers to bring any possible related-party transaction to the attention of our General Partner’s General Counsel or Compliance Officer, who, unless he or she determines that the transaction is not a related-party transaction, will notify the chairman of the conflicts committee. The conflicts committee reviews each related-party transaction of which it becomes aware and may approve or ratify a related-party transaction if the conflicts committee determines that the transaction is in the best interest of us and our unitholders. In making this determination, the conflicts committee considers (i) whether the terms of the transaction are more or less favorable to us than those that could be expected to be obtained from an unrelated third party on an arm’s length basis (ii) any provisions in our financing arrangements relating to transactions with related parties or affiliates; and (iii) any other matters the committee deems relevant and appropriate. The conflicts committee reports periodically to our General Partner’s board of directors on the nature of the transactions with related parties that have been presented to the conflicts committee and the determinations that the conflicts committee has made with respect to those transactions.

Director Independence

Our General Partner’s board of directors has adopted categorical independence standards consistent with the current listing standards of the NYSE to assist the board of directors in determining which of its members is independent. A copy of the categorical independence standards appears in the Corporate Overview section under

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Corporate Governance of our website www.crestwoodlp.com. Our General Partner’s board of directors has determined that each of Messrs. Bledsoe, Gettig and Somerhalder satisfies our General Partner’s categorical independence standards and further determined that each of them is independent within the meaning of NYSE listing standards. The NYSE does not require a listed limited partnership like us to have a majority of independent directors, a compensation committee or a nominating and governance committee. Accordingly, each director of Crestwood Gas Services GP LLC may participate in consideration of compensation, nomination and governance matters.

Presiding Non-Management Director and Executive Sessions

Our General Partner’s non-management directors meet in executive session without management either before or after regularly scheduled board meetings. In May 2009, our General Partner’s board of directors elected John W. Somerhalder II as Presiding Non-Management Director, in accordance with the NYSE rules. In his capacity as Presiding Non-Management Director, Mr. Somerhalder’s primary responsibility is to preside over regularly scheduled executive sessions of the non-management directors of our General Partner.

Communication with the Board

Any interested party who wishes to communicate directly with our General Partner’s board of directors or any of its members may do so by writing to: Board of Directors (or one or more named individuals), Crestwood Midstream Partners LP, 717 Texas Avenue, Suite 3150, Houston, Texas 77002. Additionally, any interested party can contact the non-management directors at (832) 519-2200.

Item 14.   Principal Accountant Fees and Services

The following sets forth fees billed by Deloitte & Touche LLP for the audit of our annual financial statements and other services rendered for the years ended December 31, 2010 and 2009:

	Fees Billed For The
	Year Ended December 31,
	2010		2009
Audit fees(1)	$	272,467	$	353,766
Audit-related fees(2)		—		—
Tax fees(3)		—		—
All other fees(4)		—		172,836
Total	$	272,467	$	526,602

(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 2010 or 2009.
(3)	There were no tax fees billed for 2010 or 2009.
(4)	Includes fee related to the equity offering for 2009.

Pursuant to its charter, the audit committee is responsible for the oversight of our accounting, reporting and financial practices. The audit committee has the responsibility to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors and to pre-approve all audit and non-audit services. The audit committee has delegated to its chairman the responsibility to pre-approve all audit and non-audit services, provided that these decisions are presented to the full audit committee at its next regularly scheduled meeting.

102

PART IV

Item 15.   Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

1. Financial Statements:

The following financial statements of ours and the report of our Independent Auditors thereon are included on pages 52 through 78 of this Form 10-K.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2010 and 2009

Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008

Consolidated Statements of Partners’ Capital for the years ended December 31, 2010, 2009 and 2008

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008

Notes to Consolidated Financial Statements for the Years Ended December 31, 2010, 2009 and 2008

2. Financial Statement Schedules:

All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements or the notes thereto.

3. Exhibits:

Exhibit No.			Description
	2	.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. (filed as Exhibit 2.2 to the Company’s Form 10-K for the year ended December 31, 2009, filed on March 15, 2010 and included herein by reference).
	2	.3	Purchase and Sale Agreement by and between Frontier Gas Services, LLC and Crestwood Midstream Partners LP, dated as of February 18, 2011 (included as Exhibit 2.1 to the Company’s Form 8-K filed February 22, 2011 and included herein by reference).
	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	Certificate of Amendment to the Certificate of Limited Partnership of Quicksilver Gas Services LP (filed as Exhibit 3.1 to the Company’s Form 8-K, filed October 7, 2010 and included herein by reference)
	3	.3	First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Quicksilver Gas Services LP (filed as Exhibit 3.2 to the Company’s Form 10-Q for the Quarter ended September 30, 2010, filed on November 8, 2010 and included herein by reference)
	3	.4	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	.5	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	.6	Certificate of Amendment to the Certificate of Formation of Quicksilver Gas Services GP LLC (filed as Exhibit 3.3 to the Company’s Form 10-Q for the Quarter ended September 30, 2010, filed on November 8, 2010 and included herein by reference).

103

Exhibit No.			Description
	3	.7	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).
	3	.8	First Amendment to the 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 10-Q for the quarter ended September 30, 2010, filed on November 8, 2010 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	Credit Agreement, dated as of October 1, 2010, among Crestwood Midstream Partners LP (f/k/a Quicksilver Gas Services LP), BNP Paribas as administrative agent and collateral agent, Banc of America Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as joint lead arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as syndication agents, and UBS Securities and The Royal Bank of Scotland PLC as co-documentation agents.
	10	.7	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	.8	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	.9	Omnibus Agreement, dated October 8, 2010, by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC and Crestwood Holdings Partners, LLC (filed as Exhibit 3.1 to the Company’s Form 8-K filed October 13, 2010 and included herein by reference).
	10	.10	Extension Agreement, dated December 3, 2008, between Quicksilver Gas Services LP and Quicksilver Resources Inc. (filed as Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2009, filed on March 15, 2010).
	10	.11	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	.12	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).

104

Exhibit No.			Description
	10	.13	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	.14	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	.15	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	.16	Second Amendment to the Sixth Amended and Restated Gas Gathering and Processing Agreement, dated as of October 1, 2010, by and among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P.
	10	.17	Gas Gathering Agreement, effective December 1, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on January 8, 2010 and included herein by reference).
	*10	.18	Amendment to Gas Gathering Agreement, dated as of October 1, 2010, by and between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P.
	10	.19	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. (filed as Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2009, filed on March 15, 2010).
	*10	.20	Joint Operating Agreement, dated October 1, 2010, but effective as of July 1, 2010, between Quicksilver Resources Inc., Quicksilver Gas Services LP and Quicksilver Gas Services GP LLC
	10	.21	Class C Unit Purchase Agreement by and among Crestwood Midstream Partners LP and the purchasers named therein, dated as of February 18, 2011 (included as Exhibit 10.1 to the Company’s Form 8-K filed February 22, 2011 and included herein by reference).
	+*10	.22	Letter Agreement dated September 7, 2010 between the Crestwood Midstream Partners LP and Mark G. Stockard.
	+*10	.23	Crestwood Midstream Partners LP Third Amended and Restated 2007 Equity Plan.
	+*10	.24	Form of Phantom Unit Award Agreement for Directors (3-year).
	+*10	.25	Form of Phantom Unit Award Agreement for Directors (1-year).
	+*10	.26	Form of Phantom Unit Award Agreement for Non-Directors (Cash).
	+*10	.27	Form of Phantom Unit Award Agreement for Non-Directors (Units).
	+*10	.28	Form of Indemnification Agreement by and between Crestwood Midstream Partners LP and its officers and directors.
	*21	.1	List of Subsidiaries of Crestwood Midstream Partners 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.
#	Confidential treatment has been requested for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment.

105

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRESTWOOD GAS SERVICES LP

By:   CRESTWOOD GAS SERVICES GP LLC, General Partner

By: /s/  Robert G. Phillips

Robert G. Phillips

President and Chief Executive Officer

Dated: February 25, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the registrant and in the capacities and on the dates indicated have signed this report below.

SIGNATURE	TITLE	DATE
/s/  Robert G. Phillips Robert G. Phillips	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	February 25, 2011
/s/  William G. Manias William G. Manias	Senior Vice President — Chief Financial Officer (Principal Financial Officer)	February 25, 2011
/s/  Eric Guy Eric Guy	Vice President and Controller (Principal Accounting Officer)	February 25, 2011
/s/  Alvin Bledsoe Alvin Bledsoe	Director	February 25, 2011
/s/  Thomas F. Darden Thomas F. Darden	Director	February 25, 2011
/s/  Timothy H. Day Timothy H. Day	Director	February 25, 2011
/s/  Michael G. France Michael G. France	Director	February 25, 2011
/s/  Philip D. Gettig Philip D. Gettig	Director	February 25, 2011
/s/  Joel C. Lambert Joel C. Lambert	Director	February 25, 2011
/s/  J. Hardy Murchison J. Hardy Murchison	Director	February 25, 2011
/s/  John W. Somerhalder II John W. Somerhalder II	Director	February 25, 2011

106

EXHIBIT INDEX

Exhibit No.			Description
	2	.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. (filed as Exhibit 2.2 to the Company’s Form 10-K for the year ended December 31, 2009, filed on March 15, 2010 and included herein by reference).
	2	.3	Purchase and Sale Agreement by and between Frontier Gas Services, LLC and Crestwood Midstream Partners LP, dated as of February 18, 2011 (included as Exhibit 2.1 to the Company’s Form 8-K filed February 22, 2011 and included herein by reference).
	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	Certificate of Amendment to the Certificate of Limited Partnership of Quicksilver Gas Services LP (filed as Exhibit 3.1 to the Company’s Form 8-K, filed October 7, 2010 and included herein by reference)
	3	.3	First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Quicksilver Gas Services LP (filed as Exhibit 3.2 to the Company’s Form 10-Q for the Quarter ended September 30, 2010, filed on November 8, 2010 and included herein by reference)
	3	.4	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	.5	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	.6	Certificate of Amendment to the Certificate of Formation of Quicksilver Gas Services GP LLC (filed as Exhibit 3.3 to the Company’s Form 10-Q for the Quarter ended September 30, 2010, filed on November 8, 2010 and included herein by reference).
	3	.7	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).
	3	.8	First Amendment to the 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 10-Q for the quarter ended September 30, 2010, filed on November 8, 2010 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).

107

Exhibit No.			Description
	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	Credit Agreement, dated as of October 1, 2010, among Crestwood Midstream Partners LP (f/k/a Quicksilver Gas Services LP), BNP Paribas as administrative agent and collateral agent, Banc of America Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as joint lead arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as syndication agents, and UBS Securities and The Royal Bank of Scotland PLC as co-documentation agents.
	10	.7	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	.8	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	.9	Omnibus Agreement, dated October 8, 2010, by and among Crestwood Midstream Partners LP, Crestwood Gas Services GP LLC and Crestwood Holdings Partners, LLC (filed as Exhibit 3.1 to the Company’s Form 8-K filed October 13, 2010 and included herein by reference).
	10	.10	Extension Agreement, dated December 3, 2008, between Quicksilver Gas Services LP and Quicksilver Resources Inc. (filed as Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2009, filed on March 15, 2010).
	10	.11	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	.12	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	.13	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	.14	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	.15	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	.16	Second Amendment to the Sixth Amended and Restated Gas Gathering and Processing Agreement, dated as of October 1, 2010, by and among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P.
	10	.17	Gas Gathering Agreement, effective December 1, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc. (filed as Exhibit 10.1 to the Company’s Form 8-K filed on January 8, 2010 and included herein by reference).
	*10	.18	Amendment to Gas Gathering Agreement, dated as of October 1, 2010, by and between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P.
	10	.19	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. (filed as Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2009, filed on March 15, 2010).

108

Exhibit No.			Description
	*10	.20	Joint Operating Agreement, dated October 1, 2010, but effective as of July 1, 2010, between Quicksilver Resources Inc., Quicksilver Gas Services LP and Quicksilver Gas Services GP LLC
	10	.21	Class C Unit Purchase Agreement by and among Crestwood Midstream Partners LP and the purchasers named therein, dated as of February 18, 2011 (included as Exhibit 10.1 to the Company’s Form 8-K filed February 22, 2011 and included herein by reference).
	+*10	.22	Letter Agreement dated September 7, 2010 between the Crestwood Midstream Partners LP and Mark G. Stockard.
	+* 10	.23	Crestwood Midstream Partners LP Third Amended and Restated 2007 Equity Plan.
	+*10	.24	Form of Phantom Unit Award Agreement for Directors (3-year).
	+*10	.25	Form of Phantom Unit Award Agreement for Directors (1-year).
	+*10	.26	Form of Phantom Unit Award Agreement for Non-Directors (Cash).
	+*10	.27	Form of Phantom Unit Award Agreement for Non-Directors (Units).
	+*10	.28	Form of Indemnification Agreement by and between Crestwood Midstream Partners LP and its officers and directors.
	*21	.1	List of Subsidiaries of Crestwood Midstream Partners 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.
#	Confidential treatment has been requested for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment.

109

EX-10.6

Exhibit 10.6

[Certain portions of this document have been
omitted in the publicly filed version of this
document pursuant to the Registrant’s request
for confidential treatment and filed separately
with the Securities and Exchange Commission.
Omitted confidential information is indicated
in brackets in this Exhibit.]

Execution Version

U.S. $400,000,000

CREDIT AGREEMENT

Dated as of October 1, 2010

among

QUICKSILVER GAS SERVICES LP,
as Borrower,

THE LENDERS PARTY HERETO,

BNP PARIBAS,
as Administrative Agent and Collateral Agent,

BANC OF AMERICA SECURITIES LLC,

BNP PARIBAS SECURITIES CORP.,
and
RBC CAPITAL MARKETS CORPORATION,
as Joint Lead Arrangers and Joint Bookrunners,

BANK OF AMERICA, N.A.,
and
ROYAL BANK OF CANADA,
as Syndication Agents,

and

UBS SECURITIES LLC,
and
THE ROYAL BANK OF SCOTLAND PLC
as Co-Documentation Agents.

TABLE OF CONTENTS

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

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

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

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Exhibits and Schedules

Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Prepayment Notice
Exhibit C-1	Form of Borrowing Request
Exhibit C-2	Form of Swingline Borrowing Request
Exhibit D	Form of Interest Election Request
Exhibit E	Form of Collateral Agreement
Exhibit F	Form of Solvency Certificate
Exhibit G-1	Form of Revolving Note
Exhibit G-2	Form of Incremental Term Loan Note
Exhibit H	Form of Compliance Certificate
Exhibit I	Form of Administrative Questionnaire
Exhibit J	Form of Omnibus Agreement
Schedule 2.01	Commitments
Schedule 3.04	Governmental Approvals
Schedule 3.07(e)	Condemnation Proceedings
Schedule 3.07(g)	Subsidiaries
Schedule 3.07(h)	Subscriptions
Schedule 3.08(a)	Litigation
Schedule 3.12	Taxes
Schedule 3.15	Environmental Matters
Schedule 3.17	Real Property
Schedule 3.20	Insurance
Schedule 6.01	Indebtedness
Schedule 6.02(a)	Liens
Schedule 6.04	Investments
Schedule 6.07	Transactions with Affiliates

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     CREDIT AGREEMENT dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (the “Borrower”), the LENDERS party hereto from time to time, BNP PARIBAS (“BNP”), as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), BNP, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”), BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as syndication agents (in such capacity, the “Syndication Agents”), BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as joint lead arrangers and joint bookrunners (in such capacity, the “Joint Lead Arrangers”), and UBS SECURITIES LLC and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents (in such capacity, the “Co-Documentation Agents”).

W I T N E S S E T H :

     WHEREAS, an Affiliate (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I) of a fund managed by FRC Founders Corporation (formerly known as First Reserve Corporation) (“FRC”) and Crestwood Midstream Partners, N.A. (“Crestwood”; together with FRC, the “Sponsors”) have formed Crestwood Holdings LLC (“HoldCo”);

     WHEREAS, pursuant to that certain Purchase Agreement dated as of July 22, 2010 (the “Acquisition Agreement”) between HoldCo and Quicksilver Resources, Inc. (the “Seller”), Cowtown Gas Processing L.P. and Cowtown Pipeline L.P., HoldCo agreed to acquire (the “Acquisition”), directly or indirectly, all of the issued and outstanding Equity Interests of Quicksilver Gas Services Holdings LLC (“Holdings”);

     WHEREAS, Quicksilver Gas Services GP LLC (the “General Partner”) is a direct subsidiary of Holdings and the Borrower is a direct subsidiary of Holdings and the General Partner;

     WHEREAS, in connection with the consummation of the Acquisition, the Sponsors will (a) make a cash common equity contribution to HoldCo (the “Equity Financing”), such that the Equity Financing is not less than 40% of the total pro forma capitalization of HoldCo after giving effect to the Acquisition and related Transactions and (b) contribute additional cash common equity to HoldCo in an amount equal to the Initial Interest Payment Amount as defined in the HoldCo Credit Agreement;

     WHEREAS, pursuant to that certain Credit Agreement, dated as of August 10, 2007, among the Borrower, as borrower, the lenders party thereto (the “Existing Lenders”), Bank of America, N.A., as administrative agent, BNP, as syndication agent, and JPMorgan Chase Bank, N.A., The Royal Bank of Scotland PLC and Fortis Capital Corp., as co-documentation agents, (the “Existing Credit Agreement”), the Existing Lenders extended loans and other credit to the Borrower;

     WHEREAS, in connection with consummation of the Acquisition, the Borrower will (x) use the proceeds of the Revolving Facility Loans, in part, to repay in full all of the outstanding loans and other amounts, if any, owing under the Existing Credit Agreement and (y) terminate the Existing Credit Agreement and all commitments thereunder (the transactions in clauses (x) and (y) collectively, the “Closing Date Refinancing”); and

     WHEREAS, the Borrower has requested that the Lenders extend credit in the form of Revolving Facility Loans and Revolving Letters of Credit at any time and from time to time prior to the Revolving Facility Maturity Date, in an aggregate principal amount at any time outstanding not in excess of U.S.$400.0 million.

     NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

          Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

          “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

          “ABR Loan” shall mean any Loan (including any Swingline Loan) bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

          “Acquisition ” shall have the meaning assigned to such term in the second recital hereto.

          “Acquisition Agreement ” shall have the meaning assigned to such term in the second recital hereto.

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          “Acquisition Documents ” shall mean the collective reference to the Acquisition Agreement, and all exhibits and schedules thereto, including such documents as executed.

          “Acquisition Period” shall mean a period elected by the Borrower, such election to be exercised by the Borrower delivering written notice thereof to the Administrative Agent (who shall thereafter promptly notify the Lenders), commencing with the funding date of the purchase price for any Material Acquisition permitted under Section 6.05 hereunder and ending on the earlier of (a) the date that is 270 days after such funding date, and (b) the Borrower’s election to terminate such Acquisition Period, such election to be exercised by the Borrower delivering notice thereof to the Administrative Agent (who shall thereafter promptly notify the Lenders); provided, that, (i) once any Acquisition Period is in effect, the next Acquisition Period may not commence until the termination of such Acquisition Period then in effect and (ii) after giving effect to the termination of such Acquisition Period in effect, the Borrower shall be in compliance with the applicable provisions of Sections 6.10, and 6.11 and no Default shall have occurred and be continuing.

          “Additional Term Loan Tranche” shall have the meaning assigned to such term in Section 2.20.

          “Additional Real Property” shall have the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement.”

          “Adjusted Eurodollar Rate” shall mean for any Interest Period with respect to any Eurodollar Loan, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserves.

          “Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(d).

          “Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the form of Exhibit I or any other form approved by the Administrative Agent.

          “Affiliate ” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “Agent Default Period” shall mean, with respect to any Agent, any time when such Agent is a Defaulting Lender and is not performing its role as such Agent hereunder and under the other Loan Documents.

          “Agent Parties” shall have the meaning assigned to such term in Section 9.17(c).

          “Agents” shall mean the Administrative Agent and the Collateral Agent.

          “Agreed Security Principles” shall mean any grant of a Lien or provision of a guarantee by any Person that could:

     (a) result in costs (tax, administrative or otherwise) to such Person that are materially disproportionate to the benefit obtained by the beneficiaries of such Lien and/or guarantee;

     (b) result in a Lien being granted over assets of such Person, the acquisition of which was financed from a subsidy or payments, which financing is permitted by this Agreement, and the terms of which prohibit any assets acquired with such subsidy or payment being used as collateral;

     (c) include any lease, license, contract or agreement to which such Person is a party, and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of a term, provision or condition of any such lease, license, contract or agreement (unless such term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the U.S. Bankruptcy Code) or principles of equity); provided however that Agreed Security Principles shall not prohibit the grant of a Lien or a provision of a guarantee at such time as the contractual prohibition shall no longer be applicable and, to the extent severable, which Lien shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified above; provided further that the Agreed Securities Principles shall not exclude any “proceeds” (as defined in the UCC) of any such lease, license, contract or agreement;

     (d) result in the contravention of applicable law, unless such applicable law would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions); provided however that Agreed Security Principles shall not prohibit the grant of a Lien or a provision of a guarantee at such time as the legal prohibition shall no longer be applicable and to the extent severable (which Lien shall attach immediately to any portion not subject to the prohibitions specified above); or

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     (e) result in a breach of a material agreement existing on the Closing Date and binding on such Person that may not be amended, supplemented, waived, restated or otherwise modified using commercially reasonable efforts to avoid such breach; provided that this clause (e) shall only apply to the granting of Liens and not to the provision of any guarantee.

          “Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “Alternate Base Rate” shall mean the greatest of (i) the rate of interest per annum determined by the Administrative Agent from time to time as its prime commercial lending rate for U.S. Dollar loans in the United States for such day (the “Prime Rate”), (ii) the Federal Funds Effective Rate plus 0.50% per annum, and (iii) the Adjusted Eurodollar Rate as of such date for a one-month Interest Period plus 1.00% per annum. The Prime Rate is not necessarily the lowest rate that the Administrative Agent is charging to any corporate customer. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective from and including the date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, respectively.

          “Applicable Margin” shall mean for any day (a) for any Incremental Term Loan, the applicable margin per annum set forth in the joinder agreement with respect thereto, (b) for the Revolving Facility Loans, (i) prior to the Trigger Date, (x) with respect to any Eurodollar Loan, 2.75% per annum and (y) with respect to any ABR Loan, 1.75% per annum and (ii) on and after the Trigger Date, the applicable margin per annum set forth below under the caption “Revolving Facility Loans ABR Loan Spread” and “Revolving Facility Loans Eurodollar Loan Spread”, as applicable, based upon the Leverage Ratio as of the last date of the most recent fiscal quarter of the Borrower and (c) for Swingline Loans, prior to the Trigger Date, 1.75% per annum, and on or after the Trigger Date, the applicable margin per annum set forth below under the caption “Swingline Loans ABR Loan Spread”:

	Revolving Facility Loans
	ABR Loan Spread /
	Swingline Loans ABR			Revolving Facility Loans
Leverage Ratio:	Loan Spread			Eurodollar Loan Spread
Category 1: Greater than 4.50 to 1.00		2.50	%		3.50	%
Category 2: Less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00		2.25	%		3.25	%
Category 3: Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00		2.00	%		3.00	%
Category 4: Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00		1.75	%		2.75	%
Category 5: Less than or equal to 3.00 to 1.00		1.50	%		2.50	%

          For purposes of the foregoing, (1) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower’s fiscal year based upon the consolidated financial information of the Borrower and its Subsidiaries delivered pursuant to Section 5.04(a) or (b) and (2) each change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective on the first Business Day after the date of delivery to the Administrative Agent of such consolidated financial information indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in Category 1 at the option of the Administrative Agent or the Required Lenders, at any time during which the Borrower fails to deliver the consolidated financial information when required to be delivered pursuant to Section 5.04(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial information is delivered.

          Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the computation of the Leverage Ratio set forth in a certificate of the General Partner or a Financial Officer of the Borrower delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin that is less than that which would have been applicable had the Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” for any day occurring within the period covered by such certificate of the General Partner or a Financial Officer of the Borrower shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Leverage Ratio for such period, and any shortfall in the interest or fees theretofor paid by the Borrower for the relevant period pursuant to Section 2.12 and Section 2.13 as a result of the miscalculation of the Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of Section 2.12 or Section 2.13, as applicable, at the time the interest or fees for such period were required to be paid pursuant to said Section (and shall remain due and payable until paid in full), in accordance with the terms of this Agreement); provided that, notwithstanding the foregoing, so long as an Event of Default described in Section 7.01(h) or (i) has not occurred with respect to the Borrower, such shortfall shall be due and payable five (5) Business Days following the determination described above.

          “Approved Fund” shall have the meaning assigned to such term in Section 9.04(b).

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          “Asset Acquisition” shall mean any acquisition of all or substantially all of the assets of, or all of the Equity Interests (other than directors’ qualifying shares) in a Person or division or line of business of a Person in respect of which the aggregate consideration exceeds U.S. $5.0 million.

          “Asset Disposition” shall mean any sale, transfer or other disposition by the Borrower or any Subsidiary of the Borrower to any Person other than the Borrower or a Subsidiary of the Borrower to the extent otherwise permitted hereunder of any asset or group of related assets (other than inventory or other assets sold, transferred or otherwise disposed of in the ordinary course of business) in one or a series of related transactions, the Net Proceeds from which exceed U.S. $5.0 million.

          “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and the Borrower (if required pursuant to Section 9.04(b)), in substantially the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

          “Availability Period” shall mean the period from the Closing Date to but excluding the earlier of the Revolving Facility Maturity Date and the date of termination of the Revolving Facility Commitments.

          “Available Cash” shall mean, for any period, “Available Cash” as defined in the Limited Partnership Agreement as in effect on the date of the Commitment Letter.

          “Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender, at any time of determination, an amount equal to the amount by which (a) the Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the Revolving Facility Credit Exposure of such Revolving Facility Lender at such time.

          “Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

          “Borrower ” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.

          “Borrower Materials” shall have the meaning assigned to such term in Section 9.17(b).

          “Borrowing ” shall mean a group of Loans of a single Type under a single Facility made on a single date to the Borrower and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

          “Borrowing Minimum” shall mean (a) in the case of a Revolving Facility Borrowing comprised entirely of Eurodollar Loans, U.S.$500,000, (b) in the case of a Revolving Facility Borrowing comprised entirely of ABR Loans, U.S.$500,000 and (c) in the case of a Swingline Borrowing, U.S.$500,000.

          “Borrowing Multiple” shall mean (a) in the case of a Revolving Facility Borrowing comprised entirely of Eurodollar Loans, U.S.$500,000, (b) in the case of a Revolving Facility Borrowing comprised entirely of ABR Loans, U.S.$100,000 and (c) in the case of a Swingline Borrowing, U.S.$100,000.

          “Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1.

          “Business Day” shall mean any day of the year, other than a Saturday, Sunday or other day on which banks are required or authorized to close in New York, New York, and, where used in the context of Eurodollar Loans, is also a day on which dealings are carried on in the London interbank market.

          “Calculation Period” shall mean, as of any date of determination, the period of four consecutive fiscal quarters ending on such date or, if such date is not the last day of a fiscal quarter, ending on the last day of the fiscal quarter of the Borrower most recently ended prior to such date.

          “Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

          “Cash Interest Expense” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less, for each of clauses (a), (b), (c) and (e) below, to the extent included in the calculation of such Interest Expense, the sum of (a) pay-in-kind Interest Expense or other noncash Interest Expense (including as a result of the effects of purchase accounting), (b) the amortization of any financing fees or breakage costs paid by, or on behalf of, the Borrower or any of its Subsidiaries, including such fees paid in connection with the Transactions or any amendments, waivers or other modifications of this Agreement, (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements, (d) cash

5

interest income of the Borrower and its Subsidiaries for such period and (e) all non-recurring cash Interest Expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP; provided that Cash Interest Expense shall exclude, without duplication of any exclusion set forth in clause (a), (b), (c), (d) or (e) above, annual agency fees paid to the Administrative Agent and/or the Collateral Agent and one-time financing fees or breakage costs paid in connection with the Transactions or any amendments, waivers or other modifications of this Agreement.

          “Cash Management Agreement” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer, automated clearinghouse transfers of funds and other cash management arrangements.

          “Cash Management Bank” shall mean any Person that, at the time it enters into a Cash Management Agreement, is a Lender, an Agent, or a Joint Lead Arranger or an Affiliate of a Lender, an Agent or a Joint Lead Arranger, in its capacity as a party to such Cash Management Agreement.

          A “Change in Control” shall be deemed to occur upon the occurrence of any of the following: (a) a majority of the seats (other than vacant seats) on the board of directors of the General Partner shall at any time be occupied by Persons who were neither (i) appointed by Holdings or a Permitted Holder or (ii) appointed by such directors, (b) except as permitted by Section 6.05(b), the Borrower shall cease to own, directly or indirectly, 100% of the outstanding Equity Interests of each of the Cowtown Entities, (c) any Person or group (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), other than any combination of the Permitted Holders (or a single Permitted Holder), shall own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing 35% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower and any combination of the Permitted Holders (including a single Permitted Holder) own beneficially (as defined above), directly or indirectly, a smaller percentage of such ordinary voting power at such time than the Equity Interests owned by such other Person or group, (d) a “Change in Control” or similar event shall occur under any Permitted Junior Debt that is Material Indebtedness, (e) the Permitted Holders shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least 51% of (i) the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the General Partner or (ii) the economic interest represented by the issued and outstanding Equity Interests of the General Partner, (f) at any time, (1) the Permitted Holders shall cease to directly or indirectly own and control, of record and beneficially a majority of the issued and outstanding general partner interests in the Borrower or (2) the General Partner shall cease to be the sole general partner of the Borrower.

          “Change in Law” shall mean (a) the adoption or implementation of any treaty, law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or Issuing Bank or by such Lender’s or Issuing Bank’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law but if not having the force of law, then being one with which the relevant party would customarily comply) of any Governmental Authority made or issued after the Closing Date; provided, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

          “Charges” shall have the meaning assigned to such term in Section 9.09.

          “Closing Date” shall mean October 1, 2010, and “Closing” shall mean the making of the initial Loans on the Closing Date hereunder.

          “Closing Date Real Property” shall mean the Pipeline Systems, the Processing Plants and any Real Property owned by the Borrower or any other Loan Party on the Closing Date other than any leasehold interests.

          “Closing Date Refinancing” shall have the meaning assigned to such term in the sixth recital to this agreement.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          “Co-Documentation Agents” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “Collateral ” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties.

          “Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

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          “Collateral Agreement” shall mean the Guarantee and Collateral Agreement, as amended, supplemented or otherwise modified from time to time, substantially in the form of Exhibit E, among the Borrower, each Subsidiary Loan Party and the Collateral Agent, and any other guarantee and collateral agreement that may be executed after the Closing Date in favor of, and in form and substance acceptable to, the Collateral Agent.

          “Collateral and Guarantee Requirement” shall mean the requirement that:

     (a) on the Closing Date, the Collateral Agent shall have received from each Loan Party a counterpart of the Collateral Agreement, duly executed and delivered on behalf of such Loan Party;

     (b) on the Closing Date, the Collateral Agent shall be the beneficiary of a pledge of all the issued and outstanding Equity Interests of each Material Subsidiary of the Borrower (except, in each case, to the extent that a pledge of such Equity Interests is not permitted under Section 9.21) and the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank, or shall have otherwise received a security interest over such Equity Interests satisfactory to the Collateral Agent;

     (c) in the case of any Person that becomes a Loan Party after the Closing Date, the Collateral Agent shall have received a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Loan Party;

     (d) with respect to any Equity Interests acquired by any Loan Party after the Closing Date, all such outstanding Equity Interests directly owned by a Loan Party or any Person that becomes a Subsidiary Loan Party after the Closing Date, shall have been pledged in accordance with the Collateral Agreement to the extent permitted under Section 9.21, and the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank, or shall have otherwise received a security interest over such Equity Interests satisfactory to the Collateral Agent;

     (e)(i) all Indebtedness of the Borrower and each Subsidiary of the Borrower that is owing to any Loan Party shall have been pledged in accordance with the Collateral Agreement, (ii) all Indebtedness of the Borrower and each Subsidiary of the Borrower having an aggregate principal amount in excess of U.S.$5.0 million that is owing to any Loan Party shall be evidenced by a promissory note or an instrument and (iii) the Collateral Agent shall have, in respect of all such Indebtedness of the Borrower and each Subsidiary of the Borrower having an aggregate principal amount in excess of U.S.$5.0 million (other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries), received originals of all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

     (f) all documents and instruments, required by law or reasonably requested by the Collateral Agent to be executed, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens, including UCC financing statements, to the extent required by, and with the priority required by, the Security Documents or reasonably requested by the Collateral Agent, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording concurrently with, or promptly following, the execution and delivery of each such Security Document;

     (g) each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents (or supplements thereto) to which it is a party and the granting by it of the Liens thereunder and the performance of its obligations thereunder;

     (h) the Collateral Agent shall receive from the applicable Loan Parties within 45 days following the Closing Date, with respect to each Closing Date Real Property, and in the case of (x) Material Real Property acquired after the Closing Date or (y) Real Property that becomes Material Real Property after the Closing Date and is required to be subject to a Mortgage pursuant to Section 5.10(b) (clauses (x) and (y), collectively, the “Additional Real Property”), in each case prior to the date required pursuant to Sections 5.10(b) and (c), the following documents and instruments that constitute Collateral:

     (i) a Mortgage duly authorized and executed, in form for recording in the recording office of each jurisdiction where such Closing Date Real Property or Additional Real Property to be encumbered thereby is situated, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Collateral Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Closing Date Real Property or Additional Real Property, as the case may be, subject to no Liens other than Prior Liens and Permitted Encumbrances applicable to such Closing Date Real Property or such Additional Real Property, as the case may be;

     (ii) policies or certificates of insurance of the type required by Section 5.02 (to the extent customary and obtainable after the use of commercially reasonable efforts);

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     (iii) evidence of flood insurance required by Section 5.02, in form and substance reasonably satisfactory to Administrative Agent, it being understood that in any event the items required pursuant to this Clause (vii) shall be required to be delivered prior to or on the day on which Mortgages are delivered pursuant to clause (i) above with respect to each Mortgaged Property; and

     (iv) all such other items as shall be reasonably necessary in the opinion of counsel to the Lenders to create a valid and perfected first priority mortgage Lien on such Closing Date Real Property or such Additional Real Property, subject only to Permitted Encumbrances and Prior Liens. Without limiting the generality of the foregoing, the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders, and each Issuing Bank, opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and validity of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and

     (i) with respect to each of the items identified in this definition of “Collateral and Guarantee Requirement” that are required to be delivered on a date after the Closing Date, the Administrative Agent, in each case, may (in its sole discretion) extend such date on two separate occasions by up to 30 days on each such occasion.

          Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” (i) shall be subject to exceptions and limitations set forth in the Security Documents and (ii) shall not contravene the Agreed Security Principles or Section 9.21, (b) in no event shall control agreements or other control or similar arrangements be required with respect to deposit accounts or securities accounts and (c) in no event shall the Collateral include any Excluded Assets.

          “Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a).

          “Commitment Letter” shall mean that certain Commitment Letter dated July 22, 2010, by and among Crestwood Holdings LLC (formerly known as First Reserve Crestwood Holdings LLC), Bank of America N.A., Banc of America Securities LLC, BNP Paribas, BNP Paribas Securities Corp. and Royal Bank of Canada.

          “Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving Facility Commitment and Incremental Commitment, (b) with respect to any Lender that is a Swingline Lender, its Swingline Commitment, and (c) with respect to any Issuing Bank, its Revolving L/C Commitment.

          “Communications ” shall have the meaning assigned to such term in Section 9.17.

          “Consolidated Debt” at any date shall mean (without duplication) all Indebtedness consisting of Capital Lease Obligations, Indebtedness for borrowed money (other than letters of credit and performance bonds to the extent undrawn) and Indebtedness in respect of the deferred purchase price of property or services of the Borrower and its Subsidiaries determined on a consolidated basis on such date.

          “Consolidated First Lien Net Debt” at any date shall mean, Consolidated Net Debt on such date minus, to the extent included therein, (a) all Indebtedness under any Permitted Junior Indebtedness (or any refinancing thereof permitted hereunder) or any other unsecured indebtedness of the Borrower and its Subsidiaries and (b) any Indebtedness of the Borrower and its Subsidiaries that is secured by Liens expressly subordinated to the Liens securing the Obligations.

          “Consolidated Net Debt” at any date shall mean Consolidated Debt of the Borrower and its Subsidiaries on such date minus cash and Permitted Investments of the Borrower and its Subsidiaries that are Loan Parties on such date in an amount not to exceed U.S. $5.0 million, to the extent the same (w) is not being held as cash collateral (other than as Collateral for the Facilities), (x) does not constitute escrowed funds for any purpose, (y) does not represent a minimum balance requirement and (z) is not subject to other restrictions on withdrawal.

          “Consolidated Net Income” shall mean, for any period, the aggregate of the Net Income of the Borrower and its Subsidiaries for such period determined on a consolidated basis; provided, however, that

     (a) any net after-tax extraordinary, unusual or nonrecurring gains or losses (less all fees and expenses related thereto) or income or expenses or charges (including, without limitation, any pension expense, casualty losses, severance expenses, facility closure expenses, system establishment costs, mobilization expenses that are not reimbursed in an amount not to exceed U.S.$5.0 million and other restructuring expenses, benefit plan curtailment expenses, bankruptcy reorganization claims, settlement and related expenses and fees, expenses or charges related to any offering of Equity Interests of the Borrower or any of its Subsidiaries, any Investment, acquisition or Indebtedness permitted to be incurred hereunder (in each case, whether or not successful), including all fees, expenses, charges and change of control payments related to the Transaction), in each case, shall be excluded; provided that, with respect to each nonrecurring item, the Borrower shall have delivered to the Administrative Agent an officers’ or General Partner’s certificate specifying and quantifying such item and stating that such item is a nonrecurring item,

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     (b) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded,

     (c) any net after-tax gain or loss (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Borrower) shall be excluded,

     (d) any net after-tax income or loss (including the effect of all fees and expenses or charges relating thereto) attributable to the refinancing, modification of or early extinguishment of indebtedness (including any net after-tax income or loss attributable to the repayment of the Existing Credit Facilities and obligations under Swap Agreements) shall be excluded,

     (e) the Net Income for such period of any Person that is not a Subsidiary of the Borrower, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the Borrower or a Subsidiary thereof in respect of such period and,

     (f) the Net Income for such period of any Subsidiary (that is not a Loan Party) of the Borrower shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Subsidiary or its stockholders or members, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived or complied with (provided that the net loss of any such Subsidiary shall be included to the extent funds are disbursed by such Person or any other Subsidiary of such Person in respect of such loss and that Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Subsidiary to the Borrower or one of its other Subsidiaries in respect of such period to the extent not already included therein),

     (g) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

     (h) any non-cash charges from the application of the purchase method of accounting in connection with the Transactions or any future acquisition, to the extent such charges are deducted in computing such Consolidated Net Income, shall be excluded,

     (i) accruals and reserves that are established within twelve months after the Closing Date and that are so required to be established in accordance with GAAP shall be excluded,

     (j) any non-cash expenses (including, without limitation, write-downs and impairment of property, plant, equipment, goodwill and intangibles and other long-lived assets), any non-cash gains or losses on interest rate and foreign currency derivatives and any foreign currency transaction gains or losses and any foreign currency exchange translation gains or losses that arise on consolidation of integrated operations shall be excluded, and

     (k) (i) any long-term incentive plan accruals and any non-cash compensation expense realized from grants of stock or unit appreciation or similar rights, stock or unit options, any restricted stock or unit plan or other rights to officers, directors, and employees of the Borrower or any of its Subsidiaries shall be excluded and (ii) any long-term incentive plan accruals and non-cash compensation expenses directly attributable to services rendered on behalf of, and directly or indirectly paid for by, the Loan Parties, realized from grants of stock or unit appreciation or similar rights, stock or unit options, any restricted stock or unit plan or other rights to any employees of a Parent Company, shall be excluded.

          “Consolidated Total Assets” shall mean, as of any date, the total assets of the Borrower and its consolidated Subsidiaries, determined in accordance with GAAP, in each case as set forth on the consolidated balance sheet of the Borrower as of such date.

          “Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

          “Cowtown Entities” shall mean each of Cowtown Gas and Cowtown Pipeline.

          “Cowtown Gas” shall mean Cowtown Gas Processing Partners L.P., a Texas limited partnership.

          “Cowtown Pipeline” shall mean Cowtown Pipeline Partners L.P., a Texas limited partnership.

          “Credit Event” shall have the meaning assigned to such term in Article IV.

          “deeds” shall have the meaning assigned to such term in Section 3.17(c).

          “Default ” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

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          “Defaulting Lender” shall mean any Lender that (a) has failed to perform any of its funding obligations under this Agreement, including with respect to Loans and participations in Letters of Credit or Swingline Loans within three Business Days of the date when due, unless the subject of a good faith dispute, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations under this Agreement or has made a public statement to such effect with respect to its funding obligations under this Agreement (and such notice or public statement has not been withdrawn), unless the subject of a good faith dispute, (c) has failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)), to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, unless the subject of a good faith dispute, (d) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute or subsequently cured, or (e) has, or has a direct or indirect parent company that has, become the subject of a proceeding under any bankruptcy or insolvency laws, or has had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that a Lender shall not become a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership interest in such Lender or its direct or indirect parent company or the exercise of control over a Lender or its direct or indirect parent company by a Governmental Authority or an instrumentality thereof.

          “Domestic Subsidiary” shall mean each Subsidiary that is not a Foreign Subsidiary.

          “EBITDA” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and its Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (xii) of this clause (a) reduced such Consolidated Net Income for the respective period for which EBITDA is being determined (but excluding any non-cash item to the extent it represents an accrual or reserve for a potential cash charge in any future period or amortization of a prepaid cash item that was paid in a prior period)):

     (i) provision for Taxes based on income, profits, losses or capital of the Borrower and its Subsidiaries for such period (adjusted for the tax effect of all adjustments made to Consolidated Net Income),

     (ii) Interest Expense of the Borrower and its Subsidiaries that are Loan Parties for such period (net of interest income of the Borrower and such Subsidiaries for such period) and to the extent not reflected in Interest Expense, costs of surety bonds in connection with financing activities,

     (iii) depreciation, amortization (including, without limitation, amortization of intangibles and deferred financing fees) and other non-cash expenses (including, without limitation write-downs and impairment of property, plant, equipment, goodwill and intangibles and other long-lived assets and the impact of purchase accounting on the Borrower and its Subsidiaries for such period),

     (iv) the amount of any restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost or excess pension, other post-employment benefits, curtailment or other excess charges); provided that with respect to each such restructuring charge, the Borrower shall have delivered to the Administrative Agent an officers’ or General Partner’s certificate specifying and quantifying such expense or charge and stating that such expense or charge is a restructuring charge,

     (v) any other non-cash charges,

     (vi) equity earnings or losses in Affiliates unless funds have been disbursed to such Affiliates by the Borrower or any Subsidiary of the Borrower,

     (vii) other non-operating expenses,

     (viii) the minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any Subsidiary of the Borrower that is not a Subsidiary Loan Party in such period or any prior period, except to the extent of dividends declared or paid on Equity Interests held by third parties,

     (ix) costs of reporting and compliance requirements pursuant to the Sarbanes-Oxley Act of 2002 and under similar legislation of any other jurisdiction;

     (x) accretion of asset retirement obligations in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations and under similar requirements for any other jurisdiction;

     (xi) extraordinary losses and unusual or non-recurring cash charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans, and

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     (xii) restructuring costs related to (A) acquisitions after the date hereof permitted under the terms hereof and (B) closure or consolidation of facilities;

minus (b) to the extent such amounts increased such Consolidated Net Income for the respective period for which EBITDA is being determined, non-cash items increasing Consolidated Net Income of the Borrower and its Subsidiaries for such period (but excluding any such items which represent the reversal in such period of any accrual of, or cash reserve for, anticipated cash charges in any prior period where such accrual or reserve is no longer required).

          “Environment ” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata or sediment, natural resources such as flora and fauna or as otherwise similarly defined in any Environmental Law.

          “Environmental Claim” shall mean any and all actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to any actual or alleged violation of Environmental Law or any Release or threatened Release of, or exposure to, Hazardous Material.

          “Environmental Event” shall have the meaning assigned to such term in Section 7.01(m).

          “Environmental Law” shall mean, collectively, all federal, state, provincial, local or foreign laws, including common law, ordinances, regulations, rules, codes, orders, judgments or other requirements or rules of law that relate to (a) the prevention, abatement or elimination of pollution, or the protection of the Environment, natural resources or human health, or natural resource damages, and (b) the use, generation, handling, treatment, storage, disposal, Release, transportation or regulation of, or exposure to, Hazardous Materials, including the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., the Endangered Species Act, 16 U.S.C. §§ 1531 et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Clean Water Act, 33 U.S.C. §§ 1251 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., the National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq., and the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 11001 et seq., each as amended, and their foreign, state, provincial or local counterparts or equivalents.

          “Equity Financing” shall have the meaning assigned to such term in the fourth recital hereto.

          “Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest, any limited liability company membership interest and any unlimited liability company membership interests.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder and any successor thereto.

          “ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary of the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “ERISA Event” shall mean: (a) a Reportable Event; (b) the failure to meet the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Plan (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (c) a determination that any Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (d) the incurrence by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA; (e) the receipt by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan, or to appoint a trustee to administer any Plan under Section 4042 of ERISA, or the occurrence of any event or condition which could be reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) a determination that any Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA; (g) the incurrence by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, a Subsidiary of the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; or (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to the Borrower or a Subsidiary of the Borrower.

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          “Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

          “Eurodollar Loan” shall mean any Eurodollar Term Loan or Eurodollar Revolving Loan.

          “Eurodollar Rate” shall mean for any Interest Period with respect to any Eurodollar Loan:

     (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Reuters LIBOR 01 screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period (or, in the case of clause (iii) of the definition of Alternate Base Rate, approximately 11:00 a.m. (London time) on the date referenced in such clause (iii)); or

     (b) if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period (or, in the case of clause (iii) of the definition of Alternate Base Rate, approximately 11:00 a.m. (London time) on the date referenced in such clause (iii)); or

     (c) if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in U.S. Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Borrowing being made, continued or converted and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London branch to major banks in the offshore U.S. Dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period (or, in the case of clause (iii) of the definition of Alternate Base Rate, approximately 11:00 a.m. (London time) on the date referenced in such clause (iii)).

          “Eurodollar Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurodollar Revolving Loans.

          “Eurodollar Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate in accordance with the provisions of Article II.

          “Eurodollar Term Loan” shall mean any Incremental Term Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate in accordance with the provisions of Article II.

          “Event of Default” shall have the meaning assigned to such term in Section 7.01.

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Excluded Assets” shall mean (a) Equity Interests in any Person (other than any Wholly-Owned Subsidiaries or the Cowtown Entities) to the extent not permitted by the terms of such Person’s organizational or joint venture documents, in each case solely to the extent that the applicable Loan Parties have previously used commercially reasonable efforts to obtain any required consents to eliminate or have waived any such restrictions contained in such organizational or joint venture documents, (b) Equity Interests constituting an amount greater than 65% of the voting Equity Interests of any Foreign Subsidiary or any Domestic Subsidiary substantially all of which Subsidiary’s assets consist of the Equity Interest in “controlled foreign corporations” under Section 957 of the Code, (c) Equity Interests or other assets that are held directly by a Foreign Subsidiary and (d) any “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an “Amendment to Allege Use” or a “Statement of Use” under Section 1(c) or Section 1(d) of the Lanham Act has been filed, solely to the extent that such a grant of a security interest therein prior to such filing would impair the validity or enforceability of any registration that issues from such “intent-to-use” application.

          “Excluded Indebtedness” shall mean all Indebtedness permitted to be incurred under Section 6.01.

          “Excluded Taxes” shall mean, with respect to any Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) income, franchise and similar taxes, in each case imposed on (or measured by) net income, net profits or capital by the United States of America (or any State or other subdivision thereof) or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or any jurisdiction in which such recipient has a present or former connection (other than any such connection arising solely from the Loan Documents and the transactions herein) or, in the case of any Lender or Issuing Bank, in which its applicable lending office is located, (b) any branch profits tax or any similar tax that is imposed by any jurisdiction described in clause (a) above, (c) other than in the case of an assignee pursuant to a request by a Loan Party under Section 2.19(b), (i) any federal withholding tax imposed by the United

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States or (ii) a withholding tax imposed by the jurisdiction under the laws of which such Lender is organized or in which its principal office or applicable lending office (or other place of business) is located, in the case of each of clauses (i) and (ii), that is in effect and that would apply to amounts payable hereunder to such Agent, Lender, Issuing Bank or other recipient at the time such Agent, Lender, Issuing Bank or other recipient becomes a party to any Loan Document (or designates a new lending office), except to the extent that such Lender or Issuing Bank or other recipient (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 2.17(a) or Section 2.17(c), (d) any withholding taxes attributable to such Lender’s or such other recipient’s failure (other than as a result of a Change in Law) to comply with Section 2.17(e), and (e) any tax imposed by reason of Section 1471 through 1474 of the Code and regulations and official interpretations promulgated thereunder (other than as a result of a Change in Law).

          “Existing Credit Agreement” shall have the meaning assigned to such term in the fifth recital to this Agreement.

          “Existing Credit Facilities” shall mean the credit facilities made available to the Borrower or any of its Subsidiaries pursuant to the Existing Credit Agreement.

          “Facilities” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that as of the date of this Agreement there is one Facility, i.e., the Revolving Loan Facility

          “Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded upward, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average (rounded upward, if necessary, to the next 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “Fee Letter” shall mean that certain Fee Letter dated July 22, 2010, by and among Crestwood Holdings LLC (formerly known as First Reserve Crestwood Holdings LLC), Bank of America N.A., Banc of America Securities LLC, BNP Paribas, BNP Paribas Securities Corp. and Royal Bank of Canada.

          “Fees” shall mean the Commitment Fees, the Revolving L/C Participation Fees, the Issuing Bank Fees, the Administrative Agent Fees and any other fees payable under the Fee Letter.

          “FERC” shall mean the Federal Energy Regulatory Commission, and any successor agency thereto.

          “Finance Co” shall mean a direct, Wholly-Owned Subsidiary of the Borrower incorporated to become or otherwise serving as a co-issuer or co-borrower of Permitted Junior Indebtedness permitted by this Agreement, which Subsidiary meets the following conditions at all times: (a) the provisions of Section 5.10 have been complied with in respect of such Subsidiary, and such Subsidiary is a Subsidiary Loan Party, (b) such Subsidiary shall be a corporation and (c) such Subsidiary has not (i) incurred, directly or indirectly any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness that it was formed to co-issue or co-borrow and for which it serves as co-issuer or co-borrower, (ii) engaged in any business, activity or transaction, or owned any property, assets or Equity Interests other than (A) performing its obligations and activities incidental to the co-issuance or co-borrowing of the Indebtedness that it was formed to co-issue or co-borrower and (B) other activities incidental to the maintenance of its existence, including legal, Tax and accounting administration, (iii) consolidated with or merged with or into any Person, or (iv) failed to hold itself out to the public as a legal entity separate and distinct from all other Persons.

          “Financial Officer” of any Person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such Person.

          “Financial Performance Covenants” shall mean the covenants of the Borrower set forth in Sections 6.10 and 6.11.

          “First Lien Leverage Ratio” shall mean, on any date, the ratio of (a) Consolidated First Lien Net Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided that, to the extent any Asset Disposition or any Asset Acquisition (or any similar transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to Section 6.04 or Section 6.05) or incurrence or repayment of Indebtedness (excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes) has occurred during the relevant Test Period, the First Lien Leverage Ratio shall be determined for the respective Test Period on a Pro Forma Basis for such occurrences.

          “Flood Insurance Laws” shall have the meaning assigned to such term in Section 5.02(b).

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          “Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than the United States of America. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          “Foreign Subsidiary” shall mean any Subsidiary that is either (i) incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia (other than an entity that is disregarded for U.S. federal tax purposes and is a direct Subsidiary of an entity organized in the United States of America, any State thereof or the District of Columbia) or (ii) any Subsidiary of a Foreign Subsidiary.

          “GAAP” shall have the meaning assigned to such term in Section 1.02.

          “Gathering and Processing Documents” shall mean (i) the Sixth Amended and Restated Gas Gathering and Processing Agreement between Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P., effective September 1, 2008, to be amended by the Second Amendment to the Sixth Amended and Restated Gas Gathering and Processing Agreement between Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P., to be entered into as of the Closing Date, (ii) the Gas Gathering Agreement between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P., as assignee of Cowtown Pipeline L.P., effective December 1, 2009, to be amended by the Amendment to the Gas Gathering Agreement between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P., to be entered into as of the Closing Date, and (iii) the Amended and Restated Gas Gathering Agreement between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P., as assignee of Cowtown Pipeline L.P., effective September 1, 2008, to be amended by the Second Amendment to the Gas Gathering Agreement between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P., to be entered into as of the Closing Date, each as amended, restated, supplemented or otherwise modified as permitted hereunder.

          “General Partner” shall have the meaning assigned to such term in the third recital hereto.

          “General Partner LLC Agreement” shall mean the First Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of July 24, 2007, as amended, restated, supplemented or otherwise modified as permitted hereunder.

          “Governmental Authority” shall mean any federal, state, provincial, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

          “Guarantee ” of or by any Person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness, (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness, or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other Person, whether or not such Indebtedness is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement.

          “Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum distillates or breakdown constituents, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature, in each case subject to regulation pursuant to, or which can give rise to liability under, any Environmental Law.

          “HoldCo” shall have the meaning assigned to such term in the first recital hereto.

          “HoldCo Credit Agreement” shall mean that certain Credit Agreement, dated as of the date hereof, by and among HoldCo, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and as collateral agent, Royal Bank of Canada, as syndication agent, BNP Paribas, as documentation agent, and Banc of America Securities LLC, BNP Paribas Securities Corp., and RBC Capital Markets Corporation, as joint lead arrangers and joint bookrunners.

          “HoldCo Loan Documents” shall have the meaning assigned to the term “Loan Documents” in the HoldCo Credit Agreement.

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          “Holdings ” shall have the meaning assigned to such term in the second recital hereto.

          “Improvements ” shall have the meaning assigned to such term in the Mortgages.

          “Increased Amount Date” shall have the meaning assigned to such term in Section 2.20.

          “Incremental Commitments ” shall have the meaning assigned to such term in Section 2.20.

          “Incremental Lender ” shall have the meaning assigned to such term in Section 2.20.

          “Incremental Maturity Date” shall mean the maturity date of any Additional Term Loan Tranche pursuant to Section 2.20.

          “Incremental Revolving Facility Commitments” shall have the meaning assigned to such term in Section 2.20.

          “Incremental Revolving Facility Lender” shall have the meaning assigned to such term in Section 2.20.

          “Incremental Term Facility Commitments” shall have the meaning assigned to such term in Section 2.20.

          “Incremental Term Lender” shall have the meaning assigned to such term in Section 2.20.

          “Incremental Term Loans” shall have the meaning assigned to such term in Section 2.20.

          “Indebtedness ” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than trade liabilities and intercompany liabilities incurred in the ordinary course of business and maturing within 365 days after the incurrence thereof), (e) all Guarantees by such Person of Indebtedness of others, (f) all Capital Lease Obligations of such Person, (g) all payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Swap Agreements (such payments in respect of any Swap Agreement with a counterparty being calculated subject to and in accordance with any netting provisions in such Swap Agreement), (h) the principal component of all obligations, contingent or otherwise, of such Person (i) as an account party in respect of letters of credit (other than any letters of credit, bank guarantees or similar instrument in respect of which a back-to-back letter of credit has been issued under or permitted by this Agreement) and (ii) in respect of banker’s acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.

          “Indemnified Taxes ” shall mean all Taxes which arise from the transactions contemplated in, or otherwise with respect to, this Agreement, other than Excluded Taxes.

          “Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b).

          “Information ” shall have the meaning assigned to such term in Section 3.13(a).

          “Information Memorandum ” shall mean the Confidential Information Memorandum dated August 2010, as modified or supplemented prior to the Closing Date.

          “Initial Lenders” shall mean the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders.

          “Interest Coverage Ratio” shall mean the ratio, for the period of four fiscal quarters ended on, or if such date of determination is not the end of a fiscal quarter, most recently prior to the date on which such determination is to be made of (a) EBITDA to (b) Cash Interest Expense; provided that to the extent any Asset Disposition or any Asset Acquisition (or any similar transaction or transactions for which a waiver or a consent of the Required Lenders pursuant to Section 6.04 or 6.05 has been obtained) or incurrence or repayment of Indebtedness (excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes) has occurred during the relevant Test Period, the Interest Coverage Ratio shall be determined for the respective Test Period on a Pro Forma Basis for such occurrences.

          “Interest Election Request” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07, in substantially the form of Exhibit D.

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          “Interest Expense” shall mean, with respect to any Person for any period, the sum of (a) gross interest expense of such Person for such period on a consolidated basis, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense, other than fees and breakage costs incurred in connection with the repayment of the Existing Credit Facilities, (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense, and (iv) redeemable preferred stock dividend expenses, and (b) capitalized interest of such Person. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by the Borrower and its Subsidiaries with respect to Swap Agreements.

          “Interest Payment Date” shall mean (a) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to any ABR Loan, the last Business Day of each calendar quarter and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a).

          “Interest Period” shall mean, as to any Borrowing consisting of a Eurodollar Loan, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or 12 months or shorter, if at the time of the relevant Borrowing, all Lenders make interest periods of such length available), as the Borrower may elect, or the date any Eurodollar Borrowing is converted to an ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11; provided that, (a) if any Interest Period for a Eurodollar Loan would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period, and (c) no Interest Period shall extend beyond the latest of the Revolving Facility Maturity Date or any Incremental Maturity Date, as applicable. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

          “Investment ” shall have the meaning assigned to such term in Section 6.04.

          “Issuing Bank” shall mean BNP and each other Issuing Bank designated pursuant to Section 2.05(k), in each case in its capacity as an issuer of Revolving Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i). An Issuing Bank may, in its discretion, arrange for one or more Revolving Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Revolving Letters of Credit issued by such Affiliate.

          “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(c).

          “Joint Lead Arrangers” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

          “Lender” shall mean each financial institution listed on Schedule 2.01 (and any foreign branch of such Lender), as well as any Person (other than a natural person) that becomes a “Lender” hereunder pursuant to Section 9.04 (and any foreign branch of such Person), any Person (other than a natural person) holding outstanding Revolving Facility Loans, any Person (other than a natural person) holding outstanding Swingline Loans or any Person (other than a natural person) holding outstanding Incremental Loans. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

          “Leverage Ratio” shall mean, on any date, the ratio of (a) Consolidated Net Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided that to the extent any Asset Disposition or any Asset Acquisition (or any similar transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to Section 6.04 or Section 6.05) or incurrence or repayment of Indebtedness (excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes) has occurred during the relevant Test Period, the Leverage Ratio shall be determined for the respective Test Period on a Pro Forma Basis for such occurrences.

          “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities (other than securities representing an interest in a joint venture that is not a Subsidiary of the Borrower), any purchase option, call or similar right of a third party with respect to such securities.

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          “Limited Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of the Borrower, dated as of February 19, 2008, as amended, restated, supplemented or otherwise modified as permitted hereunder.

          “Loan Documents” shall mean this Agreement, the Letters of Credit, the Security Documents and any promissory note issued under Section 2.09(e).

          “Loan Document Obligations” shall mean all amounts owing to any of the Agents, any Issuing Bank or any Lender pursuant to the terms of this Agreement or any other Loan Document, or pursuant to the terms of any Guarantee thereof, including, without limitation, with respect to any Loan or Revolving Letter of Credit, together with the due and punctual performance of all other obligations of the Borrower and the other Loan Parties under or pursuant to the terms of this Agreement and the other Loan Documents, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Loan Parties” shall mean the Borrower and each Subsidiary Loan Party.

          “Loans” shall mean the Revolving Facility Loans, the Swingline Loans and the Incremental Loans.

          “Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having (a) Loans (other than Swingline Loans) outstanding under such Facility, (b) in the case of the Revolving Facility, Revolving L/C Exposures and Swingline Exposures and (c) unused Commitments under such Facility, that, taken together, represent more than 50% of the sum of all (x) Loans (other than Swingline Loans) outstanding under such Facility, (y) in the case of the Revolving Facility, Revolving L/C Exposures and Swingline Exposures, and (z) the total unused Commitments under such Facility at such time.

          “Margin Differential” shall have the meaning specified in Section 2.20(a).

          “Margin Stock” shall have the meaning assigned to such term in Regulation U.

          “Master Limited Partnership” shall mean a publicly traded limited partnership that is properly treated as a partnership for U.S. federal income tax purposes by virtue of meeting the requirements of Section 7704(c)(1) of the Code.

          “Material Acquisition” shall mean any Permitted Business Acquisition with fair market value equal to or greater than $50,000,000.

          “Material Adverse Effect” shall mean

     (a) at all times other than on the Closing Date, the existence of events, conditions and/or contingencies that have had or are reasonably likely to have (i) a materially adverse effect on the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, or (ii) a material impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or benefits available to the Lenders, any Issuing Bank, the Administrative Agent or the Collateral Agent under, any Loan Document; and

     (b) solely for purposes of determining whether or not there has been a Material Adverse Effect on the Closing Date, any change, event, circumstance, development or occurrence that, individually or in the aggregate with all other changes, events, circumstances, developments and occurrences, has had or would reasonably be expected to have a material adverse effect on (a) the condition (financial or otherwise), business, assets, liabilities or results of operations of the “Sold Entities” (as defined in the Acquisition Agreement), taken as a whole, excluding any change, event, circumstance, development or occurrence to the extent resulting from, arising out of or relating to (i) the Acquisition Agreement (including the execution and announcement thereof) or the transactions contemplated thereby, (ii) changes or conditions affecting the natural gas transportation, gathering and processing industry generally, (iii) changes in oil or natural gas commodity prices, (iv) changes in economic, market, financial, regulatory or political conditions generally, (v) acts of war, terrorism, earthquakes, hurricanes, tornadoes or other natural disasters, (vi) changes in “Applicable Law” (as defined in the Acquisition Agreement) or “GAAP” (as defined in the Acquisition Agreement), (vii) seasonal fluctuations affecting any of the Sold Entities or the natural gas transportation, gathering and processing industry generally, (viii) the failure of any Sold Entity to meet any internal forecasts or budgets for any period prior to, on or after the date of the Acquisition Agreement (provided that any change, event, circumstance, development or occurrence underlying such failure that is not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether a Material Adverse Effect has occurred) or (ix) any change in the price of the “Common Units” (as defined in the Acquisition Agreement) on the “New York Stock Exchange” (as defined in the Acquisition Agreement), except to the extent any of the changes, events, circumstances, developments or occurrences referred to in clauses (ii), (iii), (iv), (v), (vi) or (vii) above materially and disproportionately impact the Sold Entities, taken as a whole, as compared to other companies in the industries in which the Sold Entities operate (in which event only the extent of such material and disproportionate impact over the extent of the impact on such other companies may be taken into account in determining

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whether a Material Adverse Effect has occurred) or (b) the ability of Seller or the “Selling Subsidiaries” (as defined in the Acquisition Agreement) to perform their respective obligations under or arising out of the Acquisition Agreement or the other “Transaction Documents” (as defined in the Acquisition Agreement) (other than the “Glen Rose Lease” (as defined in the Acquisition Agreement)) and to consummate the transactions contemplated thereby and by the Acquisition Agreement, except to the extent relating to those matters set forth in Section 1.01 of the “Seller Disclosure Schedules” (as defined in the Acquisition Agreement).

          “Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of the Borrower or any Relevant Subsidiary in an aggregate principal amount exceeding U.S. $20.0 million.

          “Material Contracts” shall mean, collectively, (i) the Gathering and Processing Documents, and (ii) any contract or other arrangement, whether written or oral, to which the Borrower or any Relevant Subsidiary is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

          “Material Real Property” shall mean, on any date of determination, any Pipeline Systems (including any Real Property (other than leased Real Property) upon which such Pipeline Systems are located), any Processing Plants and any other Real Property owned in fee by any Loan Party, or group of related tracts of Real Property, acquired (whether acquired in a single transaction or in a series of transactions) or owned by a Loan Party having a fair market value (including the fair market value of improvements owned by any Loan Party and located thereon) on such date of determination exceeding U.S.$5.0 million, provided that notwithstanding the foregoing, all Real Property (other than leased Real Property) associated with a Pipeline System shall be deemed to be Material Real Property if such Pipeline System has a fair market value exceeding U.S.$5.0 million.

          “Material Subsidiary” shall mean (a) Operating, Operating GP and the Cowtown Entities, (b) any Finance Co, and (c) each Subsidiary of the Borrower now existing or hereafter acquired or formed by the Borrower which, on a consolidated basis for such Subsidiary and its Subsidiaries, (i) for the applicable Calculation Period accounted for more than 1.5% of the consolidated revenues of the Borrower and its Subsidiaries or (ii) as of the last day of such Calculation Period, was the owner of more than 1.5% of the Consolidated Total Assets of the Borrower and its Subsidiaries; provided that at no time shall the total assets of all Subsidiaries of the Borrower that are not Material Subsidiaries exceed, for the applicable Calculation Period, 5.0% of the Consolidated Total Assets of the Borrower and its Subsidiaries.

          “Maximum Leverage Ratio” shall mean, (a) on any date of determination other than during an Acquisition Period, 5.00:1.00, and (b) on any date of determination during an Acquisition Period, 5.50:1.00.

          “Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

          “Midstream Activities” shall mean with respect to any Person, collectively, the treatment, processing, gathering, dehydration, compression, blending, transportation, storage, transmission, marketing, buying or selling or other disposition, whether for such Person’s own account or for the account of others, of oil, natural gas, natural gas liquids or other liquid or gaseous hydrocarbons, including that used for fuel or consumed in the foregoing activities; provided, that “Midstream Activities” shall in no event include the drilling, completion or servicing of oil or gas wells, including, without limitation, the ownership of drilling rigs.

          “Moody’s” shall mean Moody’s Investors Service, Inc.

          “Mortgaged Properties” shall mean all Real Property required to be subject to a Mortgage that is delivered pursuant to the terms of this Agreement.

          “Mortgages ” shall mean the mortgages, deeds of trust, assignments of leases and rents and other security documents delivered on the Closing Date pursuant to Section 4.02(h) and the Collateral and Guarantee Requirement or after the Closing Date pursuant to Section 5.10 and the Collateral and Guarantee Requirement, as amended, supplemented or otherwise modified from time to time, with respect to Mortgaged Properties, each in form and substance reasonably satisfactory to the Collateral Agent, including all such changes as may be required to account for local law matters.

          “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA subject to the provisions of Title IV of ERISA and in respect of which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA.

          “Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

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          “Net Proceeds” shall mean:

     (a) 100% of the cash proceeds actually received by the Borrower or any Subsidiary of the Borrower (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets) to any Person of any asset or assets of the Borrower or any such Subsidiary of the Borrower (other than those pursuant to Section 6.05(a), (b), (c), (e), (h), (i), or (j) net of (i) attorneys’ fees, accountants’ fees, investment banking fees, sales commissions, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset (other than pursuant hereto or pursuant to Permitted Junior Debt) and any cash reserve for adjustment in respect of the sale price of such asset established in accordance with GAAP, including without limitation, pension and post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, and (ii) Taxes paid or payable as a result thereof; provided that, if no Event of Default exists and the Borrower has delivered a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such proceeds setting forth the Borrower’s intention to use any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business or otherwise invest in the business of the Borrower and its Subsidiaries, or make investments pursuant to Section 6.04(j), in each case within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds, except to the extent (1) not so used within such 12-month period and (2) not contracted to be used within such 12-month period and not thereafter used within 120 days of such receipt; provided, further, that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed U.S.$5.0 million and (y) no proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such proceeds in such fiscal year shall exceed U.S.$10.0 million, and

     (b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any other Loan Party of any Indebtedness (other than Excluded Indebtedness), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Borrower or any of its Affiliates shall be disregarded, except for financial advisory fees customary in type and amount paid to Affiliates of the Sponsors.

          “NGA” shall have the meaning assigned to such term in Section 3.08(c).

          “Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.19(c).

          “Non-U.S. Lender” shall have the meaning assigned to such term in Section 2.17(e).

          “Obligations ” shall mean all amounts owing to any of the Agents, any Issuing Bank, any Lender or any other Secured Party pursuant to the terms of this Agreement or any other Loan Document, or to any Cash Management Bank or Specified Swap Counterparty pursuant to the terms of any Secured Cash Management Agreement or Secured Swap Agreement, respectively, or pursuant to the terms of any Guarantee thereof, including, without limitation, with respect to any Loan, Revolving Letter of Credit, Secured Cash Management Agreement or Secured Swap Agreement, together with the due and punctual performance of all other obligations of the Borrower and the other Loan Parties under or pursuant to the terms of this Agreement, the other Loan Documents, any Secured Cash Management Agreement and any Secured Swap Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any bankruptcy or insolvency laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

          “Omnibus Agreement” shall mean that certain Omnibus Agreement to be entered into by the parties thereto substantially in the form of Exhibit J.

          “Operating ” shall mean Quicksilver Gas Services Operating LLC, a Delaware limited liability company.

          “Operating GP” shall mean Quicksilver Gas Services Operating GP LLC, a Delaware limited liability company.

          “Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property, intangible or mortgage recording taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents.

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          “Parent Company” shall mean any Person who, directly or indirectly, owns any of the issued and outstanding Equity Interests of the Borrower.

          “Parent Subordinated Note” shall mean that certain Subordinated Promissory Note, dated as of August 10, 2007, made by the Borrower payable to the order of Quicksilver Resources Inc. and purchased by HoldCo in connection with the Acquisition.

          “Participant ” shall have the meaning assigned to such term in Section 9.04(c).

          “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

          “Perfection Certificate” shall mean a certificate in the form of Annex I to the Collateral Agreement or any other form approved by the Collateral Agent.

          “Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person, other than such acquisition of, or of the assets or Equity Interests of, any Loan Party, if (a) such acquisition was not preceded by, or effected pursuant to, an unsolicited or hostile offer, (b) such acquired Person, division or line of business of a Person is, or is engaged in, any business or business activity conducted by the Borrower and its Subsidiaries on the Closing Date, Midstream Activities and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto, and (c) immediately after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; and (iii) (A) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition or formation, with the Financial Performance Covenants recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries, and, if the total consideration in respect of such acquisition exceeds U.S.$10.0 million, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect, together with all relevant financial information for such Subsidiary or assets, and (B) any acquired or newly formed Subsidiary of the Borrower shall not be liable for any Indebtedness (except for Indebtedness permitted by Section 6.01).

          “Permitted Encumbrances” shall mean with respect to each Real Property, Pipeline System and Processing Plant, those Liens and other encumbrances permitted by paragraphs (b), (c), (d), (e), (h), (k), (l), (m), (v), (w), (x), (aa) or (bb) of Section 6.02.

          “Permitted Holder” shall mean each of the Sponsors and the Sponsor Affiliates.

          “Permitted Investments” shall mean:

     (a) direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof, in each case with maturities not exceeding two years;

     (b) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof, or any foreign country recognized by the United States of America, having capital, surplus and undivided profits in excess of U.S.$250.0 million and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher) by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act);

     (c) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

     (d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P;

     (e) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A-2 by Moody’s;

     (f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above;

     (g) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least U.S.$500.0 million; and

     (h) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 1/2 of 1% of the total assets of the Borrower and its Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently completed fiscal year.

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          “Permitted Junior Debt” shall mean (a) unsecured subordinated Indebtedness issued or incurred by one or both of the Borrower and Finance Co and (b) unsecured senior Indebtedness issued by one or both of the Borrower and Finance Co, (i) the terms of which, in the case of each of clauses (a) and (b), (1) do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the latest of (x) the Revolving Facility Maturity Date and (y) any Incremental Facility Maturity Date, (2) do not contain covenants that, taken as a whole, are more restrictive than those set forth in this Agreement and the other Loan Documents, (3) provide for covenants and events of default customary for Indebtedness of a similar nature as such Permitted Junior Debt and (4) in the case of unsecured subordinated Indebtedness, provide for subordination of payments in respect of such Indebtedness to the Obligations and guarantees thereof under the Loan Documents customary for high yield securities and (ii) in the case of each of clauses (a) and (b), in respect of which no Subsidiary of a Borrower that is not an obligor under the Loan Documents is an obligor; provided that immediately prior to and after giving effect on a Pro Forma Basis to any incurrence of Permitted Junior Debt, no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Borrower would be in compliance on a Pro Forma Basis with the Financial Performance Covenants as of the most recently completed fiscal quarter for which financial statements are available.

          “Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such Permitted Refinancing Indebtedness, with the covenants contained in Section 6.10 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries, (b) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest, breakage costs and premium thereon), (c) the average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to that of the Indebtedness being Refinanced, (d) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (e) no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced, and (f) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including in respect of working capital facilities of Foreign Subsidiaries otherwise permitted under this Agreement only, any collateral pursuant to after-acquired property clauses to the extent any such collateral secured the Indebtedness being Refinanced) on terms no less favorable to the Secured Parties than those contained in the documentation governing the Indebtedness being Refinanced.

          “Person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, individual or family trusts, or government or any agency or political subdivision thereof.

          “Pipeline Systems” shall mean, collectively, (a) the natural gas gathering pipelines located in the southern portion of the Fort Worth Basin in the State of Texas that are owned by the Loan Parties in connection with their Midstream Activities, and (b) any other pipelines now or hereafter owned by any Loan Party that are used in connection with their Midstream Activities.

          “Plan” shall mean with respect to any Person resident in the United States, any employee pension benefit plan subject to the provisions of Title IV of ERISA or Section 412 or 430 of the Code or Section 302 of ERISA and in respect of which the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is (or if such plan were terminated would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “Platform” shall have the meaning assigned to such term in Section 9.17(b).

          “Pledged Collateral”, with respect to particular Collateral, shall have the meaning assigned to such term in the Collateral Agreement applicable to such Collateral.

          “primary obligor” shall have the meaning given such term in the definition of the term “Guarantee.”

          “Prior Liens” shall mean those Liens and other encumbrances permitted by paragraphs (a), (c), (d), (e), (f), (i), (j), (l), (n), (o), (p), (q), (r), (dd), or (ff) of Section 6.02; provided that with licenses permitted under paragraphs (q) or (ff) of Section 6.02 shall be deemed “Prior Liens” solely to the extent that such licenses are non-exclusive.

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          “Pro Forma Basis” shall mean, as to any Person, for any events as described in clauses (a) and (b) below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”):

     (a) in making any determination of EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Asset Disposition and to any Asset Acquisition (or any similar transaction or transactions that require a waiver or consent of the Required Lenders pursuant to Section 6.04 or 6.05), in each case that occurred during the Reference Period (or, unless the context otherwise requires, occurring during the Reference Period or thereafter and through and including the date upon which the respective Asset Acquisition or Asset Disposition is consummated); and

     (b) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness incurred or assumed and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes) incurred or permanently repaid during the Reference Period shall be deemed to have been incurred or repaid at the beginning of such period, (y) Interest Expense of such Person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods and (z) with respect to distributions made pursuant to Section 6.06(e), pro forma effect shall be given to the decrease in cash and Permitted Investments resulting from such distributions.

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Borrower and, for any fiscal period ending on or prior to the first anniversary of an Asset Acquisition or Asset Disposition (or any similar transaction or transactions that require a waiver or consent of the Required Lenders pursuant to Section 6.04 or 6.05), may include adjustments to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from such Asset Acquisition, Asset Disposition or other similar transaction, to the extent that the Borrower delivers to the Administrative Agent (i) a certificate of the General Partner or a Financial Officer of the Borrower setting forth such operating expense reductions and other operating improvements or synergies and (ii) information and calculations supporting in reasonable detail such estimated operating expense reductions and other operating improvements or synergies.

          “Processing Plants” shall mean, collectively, (a) the natural gas processing plant located in Hood County, Texas that is owned by Cowtown Gas and that is used in the Loan Parties’ Midstream Activities and is integrated with the Pipeline Systems described in clause (a) of the definition thereof, and (b) any other processing plants and terminals now or hereafter owned by the Loan Parties.

          “Projections ” shall mean the projections of the Borrower and its Subsidiaries included in the Information Memorandum and any other projections and any forward-looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of the Borrower or any of its Subsidiaries prior to the Closing Date.

          “Property ” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

          “PUHCA” shall have the meaning assigned to such term in Section 3.08(c).

          “Real Property” shall mean, collectively, all right, title and interest of the Borrower or any other Loan Party in and to any and all parcels of real property owned or leased by the Borrower or any other Loan Party together with all Improvements and appurtenant fixtures, easements and other property and rights incidental to the ownership, lease or operation thereof. Where the Loan Documents refer to Real Property as being owned by a Loan Party, this shall be deemed to include all right, title and interest in Real Property owned or held by such Loan Party (other than leasehold interests), whether by contract or otherwise, including rights and interests in easements and rights of way.

          “Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

          “Refinance ” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto.

          “Refinanced Term Loans” shall have the meaning assigned to such term in Section 9.08(e).

          “Register ” shall have the meaning assigned to such term in Section 9.04(b).

          “Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

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          “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

          “Release” shall mean any placing, spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or depositing in, into or onto the Environment.

          “Relevant Subsidiaries” shall mean each Material Subsidiary and each other Subsidiary Loan Party.

          “Remaining Present Value” shall mean, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into.

          “Replacement Term Loans” shall have the meaning assigned to such term in Section 9.08(e).

          “Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period has been waived, with respect to a Plan.

          “Required Lenders” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments, that taken together, represent more than 50% of the sum of all (w) Loans (other than Swingline Loans) outstanding, (x) Revolving L/C Exposures, (y) Swingline Exposures, and (z) the total Available Unused Commitments at such time.

          “Responsible Officer” of any Person shall mean any executive officer, Financial Officer, director, general partner, managing member or sole member of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

          “Revolving Facility” shall mean the Revolving Facility Commitments and the extensions of credit made hereunder by the Revolving Facility Lenders.

          “Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans.

          “Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Eurodollar Loans and ABR Loans pursuant to Section 2.01 representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04. The initial amount of each Revolving Facility Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Revolving Facility Lender shall have assumed its Revolving Facility Commitment, as applicable. The aggregate amount of the Revolving Facility Commitments on the date hereof is U.S.$400.0 million. To the extent applicable, Revolving Facility Commitments shall include the Incremental Revolving Facility Commitments of any Incremental Revolving Facility Lender.

          “Revolving Facility Credit Exposure” shall mean, at any time, the sum of (a) the aggregate principal amount of the Revolving Facility Loans outstanding at such time, (b) the Swingline Exposure at such time and (c) the Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of any Revolving Facility Lender at any time shall be the sum of (a) the aggregate principal amount of such Revolving Facility Lender’s Revolving Facility Loans outstanding at such time and (b) such Revolving Facility Lender’s Revolving Facility Percentage of the Swingline Exposure and Revolving L/C Exposure at such time.

          “Revolving Facility Lender” shall mean a Lender with a Revolving Facility Commitment or with outstanding Revolving Facility Loans (including any Incremental Revolving Facility Lender).

          “Revolving Facility Loan” shall mean a Loan made to the Borrower by a Revolving Facility Lender pursuant to Section 2.01 or an Incremental Revolving Facility Lender pursuant to Section 2.20. Each Revolving Facility Loan shall be a Eurodollar Loan or an ABR Loan.

          “Revolving Facility Maturity Date” shall mean October 1, 2015 (or if such date is not a Business Day, the next succeeding Business Day, unless such Business Day is in the next calendar month, in which case the next preceding Business Day).

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          “Revolving Facility Percentage” shall mean, with respect to any Revolving Facility Lender, the percentage of the total Revolving Facility Commitments represented by such Lender’s Revolving Facility Commitment. If the Revolving Facility Commitments have terminated or expired, the Revolving Facility Percentages shall be determined based upon the Revolving Facility Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04.

          “Revolving L/C Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Revolving Letters of Credit pursuant to Section 2.05, as such commitment may be (a) ratably reduced from time to time upon any reduction in the Revolving Facility Commitments pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Issuing Bank under Section 9.04. The amount of each Issuing Banks’ Revolving L/C Commitment as of the Closing Date is set forth in Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Issuing Bank shall have assumed its Revolving L/C Commitment, as applicable. The aggregate amount of the Revolving L/C Commitments of the Issuing Bank on the date hereof is U.S.$100.0 million.

          “Revolving L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Revolving Letter of Credit, including, for the avoidance of doubt, a payment or disbursement made by an Issuing Bank pursuant to a Revolving Letter of Credit upon or following the reinstatement of such Revolving Letter of Credit.

          “Revolving L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all Revolving Letters of Credit outstanding at such time and (b) the aggregate principal amount of all Revolving L/C Disbursements that have not yet been reimbursed at such time. The Revolving L/C Exposure of any Revolving Facility Lender at any time shall mean its Revolving Facility Percentage of the aggregate Revolving L/C Exposure at such time.

          “Revolving L/C Participation Fees” shall have the meaning set forth in Section 2.12(b).

          “Revolving L/C Reimbursement Obligation” shall mean the Borrower’s obligation to repay Revolving L/C Disbursements as provided in Sections 2.05(e) and (f).

          “Revolving Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.05.

          “rights of way” shall have the meaning assigned to such term in Section 3.17(b).

          “S&P ” shall mean Standard & Poor’s Ratings Services, Inc., a division of The McGraw-Hill Companies, Inc.

          “Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

          “SEC” shall mean the Securities and Exchange Commission or any successor thereto.

          “Secured Parties” shall have the meaning ascribed to such term in the Collateral Agreement and collectively shall mean all such parties.

          “Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

          “Secured Swap Agreement” shall mean any Swap Agreement permitted under this Agreement that is entered into by and between the Borrower and any Specified Swap Counterparty.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

          “Security Documents” shall mean the Mortgages, the Collateral Agreement and each of the security agreements and other instruments and documents executed and delivered pursuant to any of the foregoing, the Collateral and Guarantee Requirement or Section 5.10.

          “Seller” shall have the meaning assigned to such term in the second recital hereto.

          “Specified Acquisition Agreement Representations” shall mean such of the representations and warranties relating to Holdings or any of its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that HoldCo has the right to terminate its obligations under the Acquisition Agreement or the right to not consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement.

          “Specified Swap Counterparty” shall mean any Person that, at the time it enters into a Swap Agreement, is a Lender, an Agent or a Joint Lead Arranger or an Affiliate of a Lender, an Agent or a Joint Lead Arranger, in its capacity as a party to such Swap Agreement.

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          “Specified Representations” shall mean the representations and warranties set forth in Sections 3.01, 3.02(a), 3.02(b)(i)(A) (solely to the extent such conflict has resulted in a Material Adverse Effect (as defined in the Acquisition Agreement)), 3.02(b)(i)(B), 3.03, 3.09, 3.10, 3.18 and 3.22.

          “Sponsor Affiliate” shall mean (i) each Affiliate of a Sponsor that is neither a portfolio company nor a company controlled by a portfolio company and (ii) each general partner of a Sponsor or Sponsor Affiliate who is a partner or employee of First Reserve Corporation.

          “Sponsors ” shall have the meaning assigned to such term in the first recital hereto.

          “Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent, any Lender or any Issuing Bank (including any branch, Affiliate or other fronting office making or holding a Loan or issuing a Revolving Letter of Credit) is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Administrative Agent, any Lender or any Issuing Bank under such Regulation D or any comparable regulation. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Subordinated Intercompany Debt” shall have the meaning assigned to such term in Section 6.01(e).

          “Subsidiary ” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association, joint venture, limited liability company or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

          “Subsidiary Loan Party” shall mean each direct or indirect Wholly Owned Subsidiary of the Borrower that (a) (i) is a Domestic Subsidiary and (ii) is a Material Subsidiary, and is not a Subsidiary whose guarantee of the Obligations is prohibited under Section 9.21 or (b) at the option of the Borrower executes and delivers the Collateral Agreement and otherwise satisfies the Collateral and Guarantee Requirement.

          “Supplemental Collateral Agent” shall have the meaning assigned to such term in Section 8.13(a).

          “Swap Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries or any Parent Company of the Borrower shall be a Swap Agreement.

          “Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans.

          “Swingline Borrowing Request” shall mean a request by the Borrower substantially in the form of Exhibit C-2.

          “Swingline Commitment” shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04. The aggregate amount of the Swingline Commitments on the Closing Date is U.S.$10 million.

          “Swingline Exposure” shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving Facility Lender at any time shall mean its Revolving Facility Percentage of the aggregate Swingline Exposure at such time.

          “Swingline Lender” shall mean BNP, in its capacity as a lender of Swingline Loans, and/or any other Revolving Facility Lender designated as such by the Borrower after the Closing Date that is reasonably satisfactory to the Borrower and the Administrative Agent and executes a counterpart to this Agreement as a Swingline Lender.

          “Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to Section 2.04.

          “Syndication Agents ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

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          “Taxes” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, charges (including ad valorem charges) or withholdings imposed by any Governmental Authority and any and all additions to tax, interest and penalties related thereto.

          “Test Period” shall mean, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date.

          “Transaction Documents ” shall mean the Acquisition Documents and the Loan Documents.

          “Transactions” shall mean, collectively, the transactions to occur on, prior to or immediately after the Closing Date pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution and delivery of the Loan Documents and the initial borrowings hereunder; (c) the Closing Date Refinancing; and (d) the payment of all fees and expenses owing in connection with the foregoing.

          “Trigger Date” shall mean the first date of delivery of financial statements after the Closing Date pursuant to Section 5.04(a) or (b).

          “Type,” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted Eurodollar Rate and the Alternate Base Rate.

          “UCC” shall mean (a) the Uniform Commercial Code as in effect in the applicable jurisdiction and (b) certificate of title or other similar statutes relating to “rolling stock” or barges as in effect in the applicable jurisdiction.

          “U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

          “U.S. Dollars” or “U.S.$” shall mean the lawful currency of the United States of America.

          “U.S.A. PATRIOT Act” shall have the meaning assigned to such term in Section 3.08(a).

          “Wholly Owned Subsidiary” of any Person shall mean a Subsidiary of such Person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned, directly or indirectly, by such Person or any other Wholly Owned Subsidiary of such Person.

          “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          Section 1.02. Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary by the Borrower in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Borrower is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable.

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          Section 1.03. Effectuation of Transfers. Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

ARTICLE II
THE CREDITS

          Section 2.01. Commitments. Subject to the terms and conditions set forth herein, each Revolving Facility Lender agrees to make Revolving Facility Loans, in each case from time to time during the Availability Period, comprised of Eurodollar Loans and ABR Loans to the Borrower in U.S. Dollars in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment and (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided, that, the aggregate principal amount of Revolving Loans borrowed on the Closing Date, together with the aggregate face amount of any Revolving Letters of Credit issued on the Closing Date, shall not exceed U.S. $275.0 million. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans. The Revolving Facility shall be available as ABR Loans or Eurodollar Loans.

          Section 2.02. Loans and Borrowings. (a) Each Loan to the Borrower shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type and in the same currency made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, ratably in accordance with their respective Swingline Commitments); provided, however, that Revolving Facility Loans shall be made by the Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Percentages on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

          (b) Each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.

          (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that a Eurodollar Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Facility Commitments or that is required to finance the reimbursement of a Revolving L/C Disbursement as contemplated by Section 2.05(e). At the time that each ABR Borrowing by the Borrower is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Facility Commitments or that is required to finance the reimbursement of a Revolving L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing by the Borrower shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and under more than one Facility may be outstanding at the same time; provided that there shall not at any time be more than a total of (i) ten (10) Interest Periods in respect of Borrowings outstanding under the Revolving Facility and (ii) five (5) Interest Periods in respect of Borrowings outstanding under all other Facilities.

          (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after, in the case of Revolving Loans, the Revolving Facility Maturity Date and, in the case of Incremental Term Loans, the applicable Incremental Facility Maturity Date.

          Section 2.03. Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Borrowing of Incremental Term Loans, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Borrowing consisting of Eurodollar Loans, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of a Borrowing consisting of ABR Loans, not later than 12:00 noon, New York City time, one (1) Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly (but in any event on the same day) by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

     (a) whether the requested Borrowing is to be Revolving Facility Borrowing or a Borrowing of Incremental Term Loans;

     (b) the aggregate amount of the requested Borrowing;

     (c) the date of such Borrowing, which shall be a Business Day;

     (d) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     (e) in the case of a Borrowing consisting of a Eurodollar Loan, the initial Interest Period to be applicable thereto; and

     (f) the location and number of the Borrower’s account to which funds are to be disbursed.

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     If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

          Section 2.04. Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.

          (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

          (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

          Section 2.05. Revolving Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Revolving Letters of Credit denominated in U.S. Dollars for its own account or on behalf of any other Loan Party in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period and prior to the date that is five (5) Business Days prior to the Revolving Facility Maturity Date; provided, that, the aggregate face amount of any Revolving Letters of Credit issued on the Closing Date, together with the aggregate principal amount of any Revolving Loans borrowed on the Closing Date, shall not exceed U.S. $275.0 million. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Revolving Letter of Credit, the terms and conditions of this Agreement shall control.

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          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Revolving Letter of Credit (or the amendment, renewal (other than an automatic renewal in accordance with paragraph (c) of this Section) or extension of an outstanding Revolving Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent two (2) Business Days in advance of the requested date of issuance, amendment, renewal or extension, a notice requesting the issuance of a Revolving Letter of Credit, or identifying the Revolving Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Revolving Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Revolving Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to issue, amend, renew or extend such Revolving Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Revolving Letter of Credit. A Revolving Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Revolving Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (ii) the aggregate available amount of all Revolving Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s Revolving L/C Commitment.

          (c) Expiration Date. Each Revolving Letter of Credit shall expire at or prior to the close of business on the earlier of (A) unless the applicable Issuing Bank agrees to a later expiration date, the date one (1) year after the date of the issuance of such Revolving Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Revolving Facility Maturity Date; provided that any Revolving Letter of Credit with a one-year tenor may provide for the automatic renewal thereof for additional one-year periods (which, in no event, shall extend beyond the date referred to in clause (B) of this paragraph (c)). Notwithstanding the foregoing, the Borrower may request the issuance of one or more Revolving Letters of Credit that expire at or prior to the close of business on the date that is five (5) Business Days prior to the Revolving Facility Maturity Date; provided that the Revolving L/C Exposure in respect of Revolving Letters of Credit issued pursuant to this sentence shall not exceed U.S.$10.0 million.

          (d) Participations. By the issuance of a Revolving Letter of Credit (or an amendment to a Revolving Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Revolving Letter of Credit equal to such Revolving Facility Lender’s Revolving Facility Percentage of the aggregate amount available to be drawn under such Revolving Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in U.S. Dollars such Revolving Facility Lender’s Revolving Facility Percentage of each Revolving L/C Disbursement made by such Issuing Bank not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Revolving Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If the applicable Issuing Bank shall make any Revolving L/C Disbursement in respect of a Revolving Letter of Credit, the Borrower shall reimburse such Revolving L/C Disbursement by paying to the Administrative Agent an amount equal to such Revolving L/C Disbursement in U.S. Dollars, not later than 3:00 p.m., New York City time, on the Business Day immediately following the date the Borrower receives notice under paragraph (g) of this Section of such Revolving L/C Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Loan, a Eurodollar Loan or a Swingline Borrowing in an equivalent amount, and, in each case to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Loan or Borrowing, as applicable; provided that in the case of any Eurodollar Loan, such request must be made three Business Days prior to such refinancing in accordance with Section 2.03. If the Borrower fails to reimburse any Revolving L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other Revolving Facility Lender of the applicable Revolving L/C Disbursement, the payment then due from the Borrower and, in the case of a Revolving Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Facility Lender shall pay to the Administrative Agent in U.S. Dollars its Revolving Facility Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank in U.S. Dollars the amounts so received by it from the Revolving Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this

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paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any Revolving L/C Disbursement (other than the funding of an ABR Loan, a Eurodollar Loan, or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such Revolving L/C Disbursement.

          (f) Obligations Absolute. The obligation of the Borrower to reimburse Revolving L/C Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Revolving Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Revolving Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Revolving Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Revolving Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that, in each case, payment by the Issuing Bank shall not have constituted gross negligence or willful misconduct. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Revolving Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Revolving Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are determined by a court having jurisdiction to have been caused by (A) such Issuing Bank’s failure to exercise reasonable care when determining whether drafts and other documents presented under a Revolving Letter of Credit comply with the terms thereof or (B) such Issuing Bank’s refusal to issue a Revolving Letter of Credit in accordance with the terms of this Agreement. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank, such Issuing Bank shall be deemed to have exercised reasonable care in each such determination and each refusal to issue a Revolving Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Revolving Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Revolving Letter of Credit.

          (g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Revolving Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make a Revolving L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such Revolving L/C Disbursement.

          (h) Interim Interest. If an Issuing Bank shall make any Revolving L/C Disbursement, then, unless the Borrower shall reimburse such Revolving L/C Disbursement in full on the date such Revolving L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such Revolving L/C Disbursement is made to but excluding the date that the Borrower reimburses such Revolving L/C Disbursement, at the rate per annum equal to the rate per annum then applicable to ABR Loans; provided that, if such Revolving L/C Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment.

          (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Revolving Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect to Revolving Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Revolving Letters of Credit.

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          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, (i) in the case of an Event of Default described in Section 7.01(h) or 7.01(i), as provided in the following proviso or (ii) in the case of any other Event of Default, on the third Business Day following the date on which the Borrower receives notice from the Administrative Agent (or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent), in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in U.S. Dollars equal to the Revolving L/C Exposure in respect of the Borrower as of such date plus any accrued and unpaid interest thereon; provided that, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01, the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable in U.S. Dollars, without demand or other notice of any kind. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit pursuant to this paragraph or pursuant to Section 2.11(b) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall control, including the exclusive right of withdrawal, such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (A) for so long as an Event of Default shall be continuing, the Administrative Agent and (B) at any other time, the Borrower, in each case, in term deposits constituting Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for Revolving L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Revolving L/C Reimbursement Obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans to the Borrower has been accelerated (but subject to the consent of Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount together with interest thereon (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

          (k) Additional Issuing Banks. From time to time, the Borrower may by notice to the Administrative Agent designate up to four Lenders that agree (in their sole discretion) to act in such capacity and are reasonably satisfactory to the Administrative Agent as Issuing Banks. Each such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes.

          (l) Reporting. Each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrower pursuant to Section 2.05(b) no later than the next Business Day after receipt thereof, (ii) provide the Administrative Agent with a copy of the Revolving Letter of Credit, or the amendment, renewal or extension of the Revolving Letter of Credit, as applicable, on the Business Day on which such Issuing Bank issues, amends, renews or extends any Revolving Letter of Credit, (iii) on each Business Day on which such Issuing Bank makes any Revolving L/C Disbursement, advise the Administrative Agent of the date of such Revolving L/C Disbursement and the amount of such Revolving L/C Disbursement and (iv) on any other Business Day, furnish the Administrative Agent with such other information as the Administrative Agent shall reasonably request. If requested by any Lender, the Administrative Agent shall provide copies to such Lender of the documents referred to in clause (ii) of the preceding sentence.

          Section 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it to the Borrower hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time (or, in the case of Incremental Term Loans, such other time as shall be agreed to by the Incremental Term Lenders), to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to such account of the Borrower as is designated by the Borrower in the Borrowing Request; provided that ABR Loans and Swingline Borrowings made to finance the reimbursement of a Revolving L/C Disbursement and reimbursements as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

          (b) Unless the Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with

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interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

          Section 2.07. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

          (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly (but in any event on the same day) by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

          (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

     (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

     (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election.

If any such Interest Election Request made by the Borrower requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to one of its Eurodollar Borrowings prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, the Borrower shall be deemed to have converted such Borrowing to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders (unless such Event of Default is an Event of Default under Section 7.01(h) or (i), in which case no such request shall be required), so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

          Section 2.08. Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date.

          (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments; provided that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of U.S.$500,000 and not less than U.S.$2.0 million (or, if less, the remaining amount of the Revolving Facility Commitments), and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans by the Borrower in accordance with Section 2.11, the Revolving Facility Credit Exposure would exceed the total Revolving Facility Commitments.

          (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be

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irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Facility Commitments shall be permanent. Each reduction of the Revolving Facility Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Facility Commitments.

          Section 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving Facility Loan on the Revolving Facility Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Facility Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least seven Business Days after such Swingline Loan is made; provided that on each date that a Revolving Facility Borrowing (other than a Borrowing that is required to finance the reimbursement of a Revolving L/C Disbursement as contemplated by Section 2.05(e)) is made, the Borrower shall repay all Swingline Loans then outstanding.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Facility and the Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder, and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans made in accordance with the terms of this Agreement.

          (e) Any Lender may request that Loans made by it be evidenced by a promissory note substantially in the form of Exhibit G-1 or Exhibit G-2, as applicable. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including, to the extent requested by any assignee, after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

          Section 2.10. Repayment of Loans. (a) To the extent not previously paid, all Revolving Facility Loans shall be due and payable on the Revolving Facility Maturity Date, and all Incremental Loans shall be due and payable as and when set forth in the joinder agreement with respect thereto and, to the extent not previously paid, all Incremental Term Loans shall be due and payable on the Incremental Maturity Date applicable to such Incremental Term Loans.

          (b) (x) all Net Proceeds pursuant to Section 2.11(c) shall be applied (i) first, ratably among the Incremental Term Lenders, in each case to prepay Incremental Term Loans in direct order of maturity to all amortization payments in respect of the Incremental Term Loans due in the immediately succeeding 24 month period from the date of such prepayment, and if any such Net Proceeds remain after such payment, then on a pro rata basis to the remaining amortization payments in respect of the Incremental Term Loans, (ii) second, if any excess Net Proceeds remain after prepaying all Incremental Term Loans then outstanding, applied ratably among the Swingline Lenders to prepay any outstanding Swingline Loans, and (iii) third, if any excess remains after prepaying all Swingline Loans then outstanding, applied ratably among the Revolving Lenders to prepay any Revolving Facility Loans then outstanding and (y) any optional prepayments of the Revolving Facility Loans or the Incremental Term Loans pursuant to Section 2.11(a) shall be applied ratably among the relevant Lenders under the Revolving Facility Loans or the Incremental Term Loans, as applicable, as directed by the Borrower.

          (c) Prior to any repayment of any Borrowing, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 2:00 p.m., New York City time, (i) in the case of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurodollar Borrowing, three Business Days before the scheduled date of such repayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of a Swingline Borrowing hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., New York City time, on the scheduled date of such repayment.

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          Section 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay Revolving Facility Loans in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in the form of Exhibit B hereto provided in accordance with Section 2.10(c). The Borrower shall have the right to prepay Incremental Term Loans as set forth in the applicable joinder agreement in respect of such Incremental Term Loans.

          (b) If on any date, the Administrative Agent notifies the Borrower that the Revolving Facility Credit Exposure exceeds the aggregate Revolving Facility Commitments of the Lenders on such date, the Borrower shall, as soon as practicable and in any event within two Business Days following such date, prepay the outstanding principal amount of any Revolving Facility Loans (and, to the extent after giving effect to such prepayment, the Revolving Facility Credit Exposure still exceeds the aggregate Revolving Facility Commitments of the Lenders, deposit cash collateral in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent) pursuant to Section 2.05(j)) such that the aggregate amount so prepaid by the Borrower and cash collateral so deposited in an account with the Administrative Agent (or an account in the name of the Administrative Agent with another institution designated by the Administrative Agent) pursuant to Section 2.05(j)) shall be sufficient to reduce such sum to an amount not to exceed the aggregate Revolving Facility Commitments of the Lenders on such date together with any interest accrued to the date of such prepayment on the aggregate principal amount of Revolving Facility Loans prepaid. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.11(b) to the Borrower and the Lenders.

          (c) The Borrower shall apply all Net Proceeds received by it or its Subsidiaries upon (and in any event within three Business Days of) receipt thereof to prepay any Incremental Term Loans and/or Revolving Facility Borrowings in accordance with paragraphs (b) and (c) of Section 2.10.

          (d) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made by the Borrower pursuant to paragraph (c) of this Section 2.11 at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment.

          (e) In the event of any termination of all the Revolving Facility Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Facility Loans and all its outstanding Swingline Loans and terminate all its outstanding Revolving Letters of Credit and/or cash collateralize such Revolving Letters of Credit in accordance with Section 2.05(j). If as a result of any partial reduction of the Revolving Facility Commitments, the aggregate Revolving Facility Exposure would exceed the aggregate Revolving Facility Commitments of all Revolving Facility Lenders after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Facility Loans or Swingline Loans (or a combination thereof) and/or cash collateralize Revolving Letters of Credit in an amount sufficient to eliminate such excess.

          Section 2.12. Fees. (a) The Borrower agrees to pay to each Lender, without duplication of any other amounts paid to such Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December in each year, and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding quarter up until the last day of such quarter (or other period commencing with the Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or the date on which the last of the Commitments of such Lender shall be terminated, as applicable) at the rate per annum equal to 0.50%.

     All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall begin to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein.

          (b) The Borrower from time to time agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee (a “Revolving L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed Revolving L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date (or the last date on which such fee was paid) and ending with the last day of such quarter or the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated, as

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applicable) at the rate per annum equal to the Applicable Margin for Eurodollar Revolving Facility Borrowings effective for each day in such period.

          (c) The Borrower from time to time agrees to pay to each Issuing Bank, for its own account, (x) on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall terminate as provided herein, a fronting fee in an amount equal to 0.25% per annum of the daily average stated amount of such Revolving Letter of Credit, in respect of each Revolving Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Revolving Letter of Credit to and including the termination of such Revolving Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Revolving Letter of Credit or any Revolving L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing charges (collectively, “Issuing Bank Fees”). All Revolving L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

          (d) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the administrative fee set forth in clause (c) of the fourth paragraph of the Fee Letter at the times specified therein or such other administrative fee as agreed between the Borrower and the Administrative Agent in writing (such fees, the “Administrative Agent Fees”) and to pay all other fees due and payable under clauses (a) and (b) of the fourth paragraph of the Fee Letter, provided, that, for the avoidance of doubt, for purposes of calculating the fees payable under clauses (a) and (b) of the fourth paragraph of the Fee Letter, the aggregate amount of the Revolving Facility on the Closing Date shall be equal to $400,000,000.

          (e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

          Section 2.13. Interest. (a) The Borrower shall pay interest on the unpaid principal amount of each ABR Loan (including each Swingline Loan) at the Alternate Base Rate plus the Applicable Margin.

          (b) The Borrower shall pay interest on the unpaid principal amount of each Eurodollar Loan at the Adjusted Eurodollar Rate for the Interest Period in effect for such Eurodollar Loan plus the Applicable Margin.

          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, the Borrower shall pay interest on such overdue amount, after as well as before judgment, at a rate per annum equal to (x) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (y) in the case of any other amount, 2.00% plus the rate applicable to ABR Loans with respect to the Revolving Facility in paragraph (a) of this Section; provided that this paragraph (c) shall not apply to any Default or Event of Default that has been waived by the Lenders pursuant to Section 9.08.

          (d) Accrued interest on each Loan shall be payable by the Borrower in arrears on each Interest Payment Date for such Loan, and in the case of (i) Revolving Facility Loans, upon termination of the Revolving Facility Commitments and (ii) Incremental Term Loans, on the applicable Incremental Maturity Date; provided that (x) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (y) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (z) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

          (e) All computations of interest shall be made by the Administrative Agent taking into account the actual number of days occurring in the period for which such interest is payable pursuant to this Section, and (i) if based on the Alternate Base Rate (if based on the Prime Rate), a year of 365 days or 366 days, as the case may be; or (ii) otherwise, on the basis of a year of 360 days.

          Section 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Eurodollar Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders or the Majority Lenders under the Revolving Facility or any Facility of Incremental Term Loans that the Eurodollar Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing or shall be made as a Borrowing bearing interest at such rate as the Required Lenders or the Majority Lenders under the

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Revolving Facility or any Facility of Incremental Term Loans shall agree adequately reflects the costs to the Revolving Facility Lenders of making the Loans comprising such Borrowing.

          Section 2.15. Increased Costs. (a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit, FDIC insurance or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Eurodollar Rate) or Issuing Bank; or

     (ii) impose on any Lender or Issuing Bank or the London interbank market any tax, costs, expenses or other condition affecting this Agreement or Loans made by such Lender or any Revolving Letter of Credit or participation therein (including a condition similar to the events described in clause (i) above in the form of a tax, cost or expense) (except in each case (A) for Indemnified Taxes indemnified pursuant to Section 2.17 and Excluded Taxes and (B) for changes in the rate of tax on the overall rate of net income of such Lender);

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) to the Borrower or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Revolving Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) (except in each case (A) for Indemnified Taxes indemnified pursuant to Section 2.17 and Excluded Taxes and (B) for changes in the rate of tax on the overall rate of net income of such Lender), then the Borrower will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered in connection therewith.

          (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or any of the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank or as a consequence of the Commitments to make any of the foregoing, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered in connection therewith.

          (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

          (d) Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          Section 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Eurodollar Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurodollar Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in U.S. Dollars of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender

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setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

          Section 2.17. Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if a Loan Party, the Administrative Agent or any other Person acting on behalf of the Administrative Agent in regards to payments hereunder shall be required to deduct Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable by the Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender, or Issuing Bank, as applicable, receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes and Other Taxes been made, (ii) such Loan Party, if required to deduct any such Taxes, shall make such deductions and (iii) such Loan Party, if required to deduct any such Taxes, shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

          (b) In addition, each Loan Party shall pay any Other Taxes payable on account of any obligation of such Loan Party and upon the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents, to the relevant Governmental Authority in accordance with applicable law.

          (c) Each Loan Party shall indemnify the Administrative Agent, each Lender and each Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (other than Indemnified Taxes or Other Taxes resulting from gross negligence or willful misconduct of the Administrative Agent, such Lender or such Issuing Bank) without duplication of any amounts indemnified under Section 2.17(a)) paid by the Administrative Agent or such Lender or Issuing Bank, as applicable, on or with respect to any payment by or on account of any obligation of such Loan Party under, or otherwise with respect to, any Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that a certificate as to the amount of such payment or liability and setting forth in reasonable detail the basis and calculation for such payment or liability delivered to such Loan Party by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error of the Lender, the Issuing Bank or the Administrative Agent, as applicable.

          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          (e) Each Lender or Issuing Bank that is not a “United States Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent two copies of U.S. Internal Revenue Service Form W-8BEN (claiming the benefits of an applicable income tax treaty), W-8EXP, W-8IMY (together with any required attachments) or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement substantially in the form of Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender (with any other required forms attached) claiming complete exemption from or a reduced rate of U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Each Lender or Issuing Bank that is not a Non-U.S. Lender shall, to the extent it may lawfully do so, deliver to the Borrower and the Administrative Agent two copies of U.S. Internal Revenue Service Form W-9, properly completed and duly executed by such Lender or Issuing Bank, claiming complete exemption (or otherwise establishing an exemption) from U.S. backup withholding on all payments under this Agreement and the other Loan Documents. Such forms shall be delivered by each Lender or Issuing Bank, to the extent it may lawfully do so, on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Lender or Issuing Bank, to the extent it may lawfully do so, shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lender or Issuing Bank. Each Lender or Issuing Bank shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower or the Administrative Agent (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Without limiting the foregoing, any Lender or Issuing Bank that is entitled to an exemption from or reduction of withholding Tax otherwise indemnified against by a Loan Party pursuant to this Section 2.17 with respect to payments under any Loan Document shall deliver to the Borrower or the relevant Governmental Authority (with a copy to the Administrative Agent), to the extent such Lender or Issuing Bank is legally entitled to do so, at the time or times prescribed by applicable law such properly completed and executed documentation prescribed by applicable law as may reasonably be requested by the Borrower or the Administrative Agent to permit such payments to be made without such withholding tax or at a reduced rate; provided that in such Lender’s or Issuing Bank’s judgment such completion, execution or submission would not materially prejudice such Lender or Issuing Bank.

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          (f) If the Administrative Agent, Lender or Issuing Bank determines, in good faith and in its sole discretion, that it has received a refund of Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, Lender or Issuing Bank (including any Taxes imposed with respect to such refund) as is determined by the Administrative Agent, Lender or Issuing Bank in good faith and in its sole discretion, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent, Lender or Issuing Bank, agrees to repay as soon as reasonably practicable the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, Lender or Issuing Bank in the event such Administrative Agent, Lender or Issuing Bank is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, Lender or Issuing Bank to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Parties or any other Person.

          Section 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of Revolving L/C Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the applicable Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder of (i) principal or interest in respect of any Loan or (ii) Revolving L/C Reimbursement Obligations shall in each case be made in U.S. Dollars. All payments of other amounts due hereunder or under any other Loan Document shall be made in U.S. Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

          (b) If at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, unreimbursed Revolving L/C Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed Revolving L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Revolving L/C Disbursements then due to such parties.

          (c) If any Lender shall, by exercising any right of set-off or counterclaim, through the application of any proceeds of Collateral or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Facility Loans or Incremental Term Loans or participations in Revolving L/C Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Facility Loans or Incremental Term Loans and participations in Revolving L/C Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in Revolving Facility Loans or Incremental Term Loans and participations in Revolving L/C Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Facility Loans or Incremental Term Loans and participations in Revolving L/C Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Revolving L/C Disbursements to any assignee or participant, other than to the Borrower or any Loan Party (as to which the provisions of this paragraph (c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment by the Borrower is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b) or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

          Section 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (b) If any Lender requests compensation under Section 2.15, or if any Loan Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or is a Defaulting Lender, then such Loan Party may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04, all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Loan Party shall have received the prior written consent of the Administrative Agent and, solely in the case of an assignment of Revolving Facility Commitments and/or Revolving Facility Loans, each Issuing Bank and each Swingline Lender, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Revolving L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Loan Party (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights that any Loan Party may have against any Lender that is a Defaulting Lender.

          (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans and Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent and, solely in the case of an assignment of Revolving Facility Commitments and/or Revolving Facility Loans, each Issuing Bank and each Swingline Lender, provided that: (i) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04.

          Section 2.20. Increase in Revolving Facility Commitments; Incremental Term Loan Commitments. (a) Incremental Commitments. At any time following the earlier of (x) completion of the syndication of the Revolving Loan Facility (as reasonably determined by the Administrative Agent) and (y) 90 days after the Closing Date and prior to the Revolving Facility Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “Incremental Revolving Facility Commitments”) and/or may request that commitments be made in respect of term loans (the “Incremental Term Facility Commitments” and together with the Incremental Revolving Facility Commitments, if any, the “Incremental Commitments”), in an aggregate principal amount, collectively, not to exceed the greater of (x) U.S.$50.0 million and (y) U.S.$100.0 million if on a Pro Forma Basis, after giving effect to the incurrence of such Incremental Term Loans or such Incremental Revolving Facility Commitments, the First Lien Leverage Ratio would not exceed 3.50 to 1.00, or, in

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each case, a lesser amount in integral multiples of U.S.$5.0 million. Such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Incremental Commitments, and in the case of Incremental Term Facility Commitments, the date the Incremental Term Loans, shall be made available, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender or other financial institution (which in any event shall not be the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent, and in the case of any Person committing to any Incremental Revolving Facility Commitment, reasonably acceptable to the Issuing Banks and the Swingline Lenders (each, an “Incremental Revolving Facility Lender,” an “Incremental Term Lender”, or generally, an “Incremental Lender”, as applicable) to whom the Incremental Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Facility Commitments, such new Loans in respect thereof (“Incremental Term Loans”) shall be made on such Increased Amount Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Commitments and Incremental Term Loans; (ii) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct in all material respects on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date; (iii) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such Incremental Commitments and Incremental Term Loans, with the covenants contained in Section 6.10 and Section 6.11 recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries; (iv) such increase in the Incremental Commitments shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each Incremental Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(e); (v) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Incremental Commitments; (vi) the Borrower and its Affiliates shall not be permitted to commit to or participate in any Incremental Commitments or make any Incremental Term Loans and (vii) if the Applicable Margin for any Incremental Term Loan exceeds the then applicable Applicable Margin for the Revolving Facility by more than 50 basis points (the excess of (A) such Applicable Margin for the Incremental Term Loans over (B) the Applicable Margin for the Revolving Facility plus 50 basis points being the relevant “Margin Differential”), then each Applicable Margin for the Revolving Facility for each adversely affected existing Revolving Facility Commitment shall automatically be increased by the Margin Differential effective upon the making of the Incremental Term Loan. Each of the parties hereto hereby agrees that, upon the effectiveness of any joinder agreements in connection with any Incremental Commitments as described in the preceding sentence, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments and the Incremental Term Loans evidenced thereby, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments without the consent of any Lender.

          (b) On any Increased Amount Date on which Incremental Revolving Facility Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Revolving Facility Lenders shall assign to each of the Incremental Revolving Facility Lenders, and each of the Incremental Revolving Facility Lenders shall purchase from each of the existing Revolving Facility Lenders, at the principal amount thereof, such interests in the outstanding Revolving Facility Loans and participations in Revolving Letters of Credit and Swingline Loans outstanding on such Increased Amount Date that will result in, after giving effect to all such assignments and purchases, such Revolving Facility Loans and participations in Revolving Letters of Credit and Swingline Loans being held by existing Revolving Facility Lenders and Incremental Revolving Facility Lenders ratably in accordance with their Revolving Facility Commitments after giving effect to the addition of such Incremental Revolving Facility Commitments to the Revolving Facility Commitments, (ii) each Incremental Revolving Facility Commitment shall be deemed for all purposes a Revolving Facility Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Facility Loan and have the same terms as any existing Revolving Facility Loan and (iii) each Incremental Revolving Facility Lender shall become a Lender with respect to the Revolving Facility Commitments and all matters relating thereto.

          (c) Subject to the satisfaction of the foregoing terms and conditions, any loans made in respect of any Incremental Term Loan Commitment shall be made as a new tranche of term loans (an “Additional Term Loan Tranche”) or as part of an existing Additional Term Loan Tranche previously incurred pursuant to this Section 2.20; provided that (x) any Additional Term Loan Tranche shall not mature prior to the Revolving Facility Maturity Date and the Additional Term Loan Tranche shall include such scheduled amortization provisions as determined by the Borrower and the Incremental Term Lenders committing to such Additional Term Loan Tranche, (y) the interest rates applicable to such Additional Term Loan Tranche shall be determined by the Borrower and the Incremental Term Lenders and (z) the Additional Term Loan Tranche shall be on terms and pursuant to documentation to be determined by the Borrower and the Incremental Term Lenders, provided that to the extent such terms and documentation are not consistent with the Revolving Facility, except to the extent provided by sub-clauses (x) and (y) above and except to the extent necessary to reflect inherent differences between term loan facilities and revolving credit facilities, they shall be reasonably satisfactory to the Administrative Agent.

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          (d) All Incremental Term Loans made on any Increased Amount Date will be made in accordance with the procedures set forth in Section 2.03.

          (e) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of an Increased Amount Date and, in respect thereof, the Incremental Commitments and the Incremental Lenders.

          (f) As a condition precedent to the Borrower’s incurrence of additional Indebtedness pursuant to this Section 2.20, (i) the Borrower shall, and shall cause each Loan Party to, enter into, and deliver to the Administrative Agent and the Collateral Agent, reaffirmations of the guarantees and the security interests and Liens granted by the Loan Parties under the Collateral Documents in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent and (ii) with respect to any Mortgaged Property, the Borrower shall, and shall cause each Loan Party to, enter into, and deliver to the Administrative Agent and the Collateral Agent, upon the reasonable request of the Administrative Agent and/or the Collateral Agent (x) mortgage modifications or new Mortgages with respect to any Mortgaged Property in each case in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent and (y) all other items reasonably requested by the Collateral Agent that are reasonably necessary to maintain the continuing perfection or priority of the Lien of the Mortgages as security for such Obligations.

          Section 2.21. Illegality. If any Lender reasonably determines that any change in law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable lending office to make or maintain any Eurodollar Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurodollar Loans or to convert ABR Borrowings to Eurodollar Borrowings, as the case may be, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), convert all such Eurodollar Borrowings of such Lender to ABR Borrowings on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

          Section 2.22. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

          (a) fees shall cease to accrue on the unfunded portion of the Commitments of such Defaulting Lender pursuant to Section 2.12(a);

          (b) the aggregate principal amount of Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of such Defaulting Lender shall not be included in determining whether all Lenders, Required Lenders, Majority Lenders or affected Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.08); provided that (i) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender, (ii) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (iii) any amendment that reduces the principal amount of, or rate of interest on, any Loan made by such Defaulting Lender, shall require the consent of such Defaulting Lender;

          (c) if any Swingline Exposure or Revolving L/C Exposure exists at the time a Lender becomes a Defaulting Lender then:

     (i) all or any part of such Swingline Exposure or Revolving L/C Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Facility Percentages but only to the extent (x) such reallocation does not cause the aggregate Revolving Facility Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Facility Commitment and (y) the conditions set forth in Section 4.01 are satisfied at such time; and

     (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within five Business Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s Revolving L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such Revolving L/C Exposure is outstanding;

     (iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s Revolving L/C Exposure pursuant to Section 2.22(c)(ii)(y), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12 with respect to such Defaulting Lender’s Revolving L/C Exposure during the period such Defaulting Lender’s Revolving L/C Exposure is cash collateralized;

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     (iv) if the Swingline Exposure or Revolving L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to Section 2.22(c)(i), then the fees payable to the Lenders pursuant to Section 2.12 shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Facility Percentage; and

     (v) if any Defaulting Lender’s Revolving L/C Exposure is neither cash collateralized nor reallocated pursuant to Section 2.22(c)(i) or (ii), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving L/C Commitment that was utilized by such Revolving L/C Exposure) and all Revolving L/C Participation Fees payable under Section 2.12(b) with respect to such Defaulting Lender’s Revolving L/C Exposure shall be payable to the applicable Issuing Bank until such Revolving L/C exposure is cash collateralized and / or reallocated;

          (d) so long as any Lender is a Defaulting Lender, no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Revolving Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Facility Commitments of the non-Defaulting Lenders or cash collateral will be provided by the Borrower in accordance with Section 2.22(c), and participating interests in any such newly issued or increased Revolving Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (and Defaulting Lenders shall not participate therein); and

          (e) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender, (iii) third, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, (iv) fourth, if so determined by the Administrative Agent or requested by an Issuing Bank or Swingline Lender, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any existing or future participating interest in any Swingline Loan or Revolving Letter of Credit, (v) fifth, to the payment of any amounts owing to the Lenders or an Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or such Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vi) sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement and (vii) seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, provided, with respect to this clause (vii), that if such payment is (x) a prepayment of the principal amount of any Loans in respect of which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 2.11 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to Section 2.05(j) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

          (f) In the event that the Administrative Agent, the Borrower, each Issuing Bank and each Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and Revolving L/C Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Facility Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Facility Percentage.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to each of the Lenders with respect to itself and each of its Relevant Subsidiaries, and the Subsidiaries to the extent applicable, that:

          Section 3.01. Organization; Powers. The Borrower and each of its Relevant Subsidiaries (a) is duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization except for such failure to be in good standing which could not reasonably be expected to have a Material Adverse Effect (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder.

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          Section 3.02. Authorization. The execution, delivery and performance by the Borrower and each of its Relevant Subsidiaries of each of the Loan Documents to which it is a party, and the borrowings hereunder and the Transactions (a) have been duly authorized by all necessary corporate, stockholder, limited liability company or partnership action required to be obtained by the Borrower and such Relevant Subsidiaries and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any such Relevant Subsidiary, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, lease, agreement or other instrument to which the Borrower or any such Relevant Subsidiary is a party or by which any of them or any of their respective property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, lease, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this clause (b), could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (c) will not result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any such Relevant Subsidiary, other than the Liens permitted by Section 6.02.

          Section 3.03. Enforceability. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

          Section 3.04. Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions except for (a) the filing of UCC financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office or, with respect to intellectual property which is the subject of registration or application for registration outside the United States, such applicable patent, trademark or copyright office or other intellectual property authority, (c) recordation of the Mortgages, (d) such consents, authorizations, filings or other actions that have either (i) been made or obtained and are in full force and effect or (ii) are listed on Schedule 3.04, and (iii) such actions, consents, approvals, registrations or filings, the failure to be obtained or made which could not reasonably be expected to have a Material Adverse Effect.

          Section 3.05. Financial Statements. There has heretofore been furnished to the Lenders the following (and the following representations and warranties are made with respect thereto):

          (a) The audited consolidated balance sheets as of December 31, 2007, December 31, 2008 and December 31, 2009 and the related audited consolidated statements of operations and retained earnings, comprehensive income and cash flows of the Borrower for the years ended December 31, 2007, December 31, 2008 and December 31, 2009, were prepared in accordance with GAAP applied not only during such periods but also as compared to the periods covered by the financial statements of the Borrower referred to in paragraph (b) of this Section 3.05 (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Borrower as of the dates thereof and its consolidated results of operations and cash flows for the period then ended.

          (b) The unaudited interim consolidated balance sheet as of June 30, 2010, and the related statements of income, stockholders’ equity and cash flows of the Borrower for each completed fiscal quarter since the date of the most recent audited financial statements and ending 45 days prior to the Closing Date were prepared in accordance with GAAP consistently applied not only during such periods but also as compared to the periods covered by the financial statements of the Borrower referred to in paragraph (a) of this Section 3.05 (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Borrower as of the dates thereof and its consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments).

          (c) The pro forma consolidated balance sheet of the Borrower as of June 30, 2010, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) was prepared in good faith based on assumptions that are believed by the Borrower to be reasonable as of the Closing Date (it being understood that such assumptions are based on good faith estimates with respect to certain items and that the actual amounts of such items on the Closing Date is subject to variation), (ii) accurately reflects all adjustments necessary to give effect to the Transactions and (iii) presents fairly, in all material respects, the pro forma financial position of the Borrower and its Subsidiaries as of June 30, 2010, as if the Transactions had occurred on such date.

          Section 3.06. No Material Adverse Effect. Since December 31, 2009, there has been no event or occurrence which has resulted in or would reasonably be expected to result in, individually or in the aggregate, any Material Adverse Effect.

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          Section 3.07. Title to Properties; Possession Under Leases. (a) The Borrower and its Relevant Subsidiaries have good and valid record fee simple title to all Real Property, subject solely to Prior Liens and Permitted Encumbrances and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Borrower and its Relevant Subsidiaries have maintained, in all material respects and in accordance with normal industry practice, all of the machinery, equipment, vehicles, facilities and other tangible personal property now owned or leased by the Borrower and its Relevant Subsidiaries that is necessary to conduct their business as it is now conducted. All Mortgaged Properties are free and clear of Liens other than Prior Liens and Permitted Encumbrances.

          (b) The Borrower and its Relevant Subsidiaries have complied with all obligations under all leases to which it is a party, except where the failure to comply could not have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Relevant Subsidiaries enjoy peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          (c) The Borrower and its Relevant Subsidiaries have good title to or valid leasehold interests (subject to Permitted Encumbrances) in all real property set forth on Schedule 3.17, except as could not reasonably be expected to have a Material Adverse Effect.

          (d) The Borrower and its Relevant Subsidiaries own or possess, or have the right to use or could obtain ownership or possession of or a right to use, on terms not materially adverse to it, all patents, trademarks, service marks, trade names and copyrights necessary for the present conduct of their business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          (e) As of the Closing Date, neither the Borrower nor any of its Relevant Subsidiaries has received any notice of any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(e).

          (f) Neither the Borrower nor any of its Relevant Subsidiaries is obligated on the Closing Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05.

          (g) Schedule 3.07(g) sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each Subsidiary of the Borrower and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any such Subsidiary, indicating the ownership thereof.

          (h) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests of the Borrower or any of its Relevant Subsidiaries, except as set forth on Schedule 3.07(h).

          Section 3.08. Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.08(a), there are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrower, threatened in writing against or affecting, the Borrower or any of its Relevant Subsidiaries or any business, property or rights of any such Person (i) as of the Closing Date, that involve any Loan Document or the Transactions or (ii) which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected, individually or in the aggregate, to materially adversely affect the Transactions. Neither the Borrower nor, to the knowledge of any of the Loan Parties, any of its Affiliates is in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (signed into law on October 26, 2001) (the “U.S.A. PATRIOT Act”).

          (b) (i) None of the Borrower, any Relevant Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any currently applicable law, rule or regulation (including, but not limited to any FERC laws and regulations, Public Utility Commission of Texas regulations, Railroad Commission of Texas regulations, zoning, building, ordinance, code or approval or any building permit), or any restriction of record or agreement affecting any Mortgaged Property or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) each of the Borrower and each Relevant Subsidiary holds all permits, licenses, registrations, certificates, approvals, consents, clearances and other authorizations from any Governmental Authority required under any currently applicable law, rule or regulation for the operation of its business as presently conducted, except as could not, individually or in the aggregate,

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reasonably be expected to have a Material Adverse Effect, (iii) neither the Borrower nor any Relevant Subsidiary (A) is subject to regulation “as a natural-gas company” under the Natural Gas Act (“NGA”); or (B) is subject to regulation as a “public utility,” a “gas utility,” a “gas company” or other similar term under the laws of any state and (iv) none of the Lenders, the Agents and the Joint Lead Arrangers, solely by virtue of the execution, delivery and performance of this Agreement or the other Loan Documents, or consummation of the Transactions contemplated hereby and thereby, shall be or become: (A) a “public-utility company,” a “holding company,” an “affiliate” of a “holding company,” an “associate company” of a “holding company,” or a “subsidiary company” of a “holding company,” as each such term is defined in PUHCA, or otherwise subject to regulation under PUHCA; (B) a “natural-gas company” or subject to regulation under the NGA; or (C) subject to regulation under the laws of any state with respect to public utilities.

          Section 3.09. Federal Reserve Regulations. (a) Neither the Borrower nor any of its Relevant Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

          (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose, or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X.

          Section 3.10. Investment Company Act. Neither the Borrower nor any of its Relevant Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

          Section 3.11. Use of Proceeds. The Borrower will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the issuance of Revolving Letters of Credit, solely for general corporate purposes (including the Closing Date Refinancing). Notwithstanding the foregoing, the Borrower will use proceeds of Revolving Loans drawn and Revolving Letters of Credit issued on the Closing Date solely to consummate the Closing Date Refinancing and to pay fees and expenses related thereto; provided, that, the aggregate principal amount of Revolving Loans borrowed on the Closing Date, together with the aggregate face amount of any Revolving Letters of Credit issued on the Closing Date, shall not exceed U.S. $275.0 million.

          Section 3.12. Tax Returns. Except as set forth on Schedule 3.12, each of the Borrower and its Subsidiaries (i) has timely filed or caused to be timely filed all federal, state, local and non-U.S. Tax returns required to have been filed by it and each such Tax return is complete and accurate in all respects and (ii) has timely paid or caused to be timely paid all Taxes due and payable by it and all other Taxes or assessments, except in each case referred to in clauses (i) or (ii) above, (1) if the failure to comply would not cause a Material Adverse Effect or (2) if the Taxes or assessments are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which the Borrower or any of its Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP.

          Section 3.13. No Material Misstatements. (a) All written information (other than the Projections, estimates and information of a general economic nature) (the “Information”) concerning the Borrower and its Subsidiaries, the Transaction and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the Administrative Agent in connection with the Transaction or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date, and did not contain any untrue statement of a material fact as of any such date or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made.

          (b) The Projections prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof, as of the date such Projections were furnished to the Initial Lenders and as of the Closing Date, and (ii) as of the Closing Date, have not been modified in any material respect by the Borrower.

          Section 3.14. Employee Benefit Plans. (a) Each Plan has been administered in compliance with the applicable provisions of ERISA and the Code (and the regulations and published interpretations thereunder) except for such noncompliance that could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the excess of the present value of all benefit liabilities under each Plan of the Borrower, and each Subsidiary of the Borrower and the ERISA Affiliates (based on those assumptions used to fund such Plan), as of the last annual valuation date applicable thereto for which a valuation is available, over the value of the assets of such Plan could not reasonably be expected to have a Material Adverse Effect, and the excess of the present value of all benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) as of the last annual valuation dates applicable thereto for which valuations are available, over the value of the assets of all such underfunded Plans could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events which have occurred or for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

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          (b) Any foreign pension schemes sponsored or maintained by the Borrower and each of its Subsidiaries, if any, are maintained in accordance with the requirements of applicable foreign law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

          Section 3.15. Environmental Matters. Except as set forth on Schedule 3.15 or for matters that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (i) no written notice, request for information, order, complaint, Environmental Claim or penalty has been received or incurred by the Borrower or any of its Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of any of the Loan Parties, threatened against the Borrower or any of its Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries, (ii) the Borrower and each of its Subsidiaries have obtained, and maintains in full force and effect, all permits, registrations and licenses to the extent necessary for the conduct of its businesses and operations as currently conducted, including for the construction of all pipelines and facilities, to comply with all applicable Environmental Laws and is, and has been, in compliance with the terms and conditions of such permits, registrations and licenses, and with all applicable Environmental Laws, (iii) neither the Borrower nor any of its Subsidiaries is conducting, funding or responsible for any investigation, remediation, remedial action or cleanup of any Release or threatened Release of Hazardous Materials, (iv) there has been no Release or threatened Release of Hazardous Materials at any property currently or, to the knowledge of any of the Loan Parties, formerly owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give rise to any liability of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Claim against the Borrower or any of its Subsidiaries, and no Hazardous Material has been generated, owned or controlled by the Borrower or any of its Subsidiaries and transported for disposal to or Released at any location in a manner that would reasonably be expected to give rise to any liability of the Borrower or any of its Subsidiaries under any Environmental Laws or Environmental Claim against the Borrower or any of its Subsidiaries, (v) neither the Borrower nor any of its Subsidiaries has entered into any agreement or contract to assume, guarantee or indemnify a third party for any Environmental Claims, and (vi) to the knowledge of any of the Loan Parties, there are not currently and there have not been any underground storage tanks owned or operated by the Borrower or any of its Subsidiaries or present or located on the Borrower’s or any such Subsidiary’s Real Property. The Borrower and each of its Subsidiaries have made available to the Administrative Agent prior to the date hereof all environmental audits, assessment reports and other material environmental documents in its possession or control with respect to the operations of, or any Real Property owned, operated or leased by, the Borrower and its Subsidiaries, other than such audits, assessment reports and other environmental documents not containing information that would reasonably be expected to result in any material Environmental Claims or liability to the Borrower and its Subsidiaries, taken as a whole. For purposes of Section 7.01(a), each of the representations and warranties contained in parts (i), (iv), and (vi) of this Section 3.15 that are qualified by the knowledge of the Borrower and its Subsidiaries shall be deemed not to be so qualified. Representations and warranties of the Borrower or any of its Subsidiaries with respect to environmental matters are limited to those in this Section 3.15 unless expressly stated.

          Section 3.16. Mortgages. The Mortgages executed and delivered on or after the Closing Date pursuant to clause (h) of the Collateral and Guarantee Requirement and Section 5.10 or otherwise shall be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the UCC, the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Prior Liens and Permitted Encumbrances.

          Section 3.17. Real Property. (a) Schedule 3.17 lists completely and correctly as of the Closing Date each Real Property owned or leased by the Borrower and its Relevant Subsidiaries and the address or location thereof, including the state in which such property is located.

          (b) Subject to Prior Liens and Permitted Encumbrances, the Pipeline Systems are covered by fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “rights of way”) in favor of the applicable Loan Parties, recorded or filed, as applicable and if and to the extent required in accordance with applicable law to be so recorded or filed, in the real property records of the county where the real property covered thereby is located or with the office of the applicable Railroad Commission or the applicable Department of Transportation, except where the failure of the Pipeline Systems to be so covered, or any such documentation to be so recorded or filed, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Subject to Prior Liens and Permitted Encumbrances and except to the extent the failure would not reasonably be expected to have a Material Adverse Effect, the rights of way granted to the Borrower or any other Loan Party that cover any Pipeline Systems establish a continuous right of way for such Pipeline Systems such that the applicable Loan Parties are able to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would construct, operate, and maintain similar assets.

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          (c) Subject to Prior Liens and Permitted Encumbrances, the Processing Plants are covered by fee deeds, real property leases, or other instruments (collectively “deeds”) in favor of the Loan Parties, except to the extent the failure to be so covered would not reasonably be expected to have a Material Adverse Effect. Subject to Prior Liens and Permitted Encumbrances and except to the extent the failure would not reasonably be expected to have a Material Adverse Effect, the deeds do not contain any restrictions that would prevent the Loan Parties from constructing, operating and maintaining the Processing Plants in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would construct, operate, and maintain similar assets.

          (d) There is no (i) breach or event of default on the part of the Borrower or any other Loan Party with respect to any right of way or deed granted to the Borrower or any other Loan Party that covers any of the Processing Plants or Pipeline Systems, (ii) to the knowledge of any of the Loan Parties, breach or event of default on the part of any other party to any right of way or deed granted to the Borrower or any other Loan Party that covers any of the Processing Plants or Pipeline Systems, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any other Loan Party with respect to any right of way or deed granted to the Borrower or any other Loan Party that covers any of the Processing Plants or Pipeline Systems or, to the knowledge of any of the Loan Parties, on the part of any other party thereto, in the case of clauses (i), (ii) and (iii) above, to the extent any such breach, default or event, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The rights of way and deeds granted to the Borrower or any other Loan Party that cover any of the Processing Plants or Pipeline Systems (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the applicable Loan Party party thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the applicable Loan Parties have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 3.17) except, in each case, to the extent that a failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          (e) The Pipeline Systems are located within the confines of the rights of way granted to the Borrower or any other Loan Party and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The Processing Plants are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or the other Loan Parties and do not encroach upon any adjoining property, except to the extent the failure to be so located or any such encroachment would not reasonably be expected to have a Material Adverse Effect. The buildings and improvements owned or leased by the Borrower and the other Loan Parties, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Governmental Rule, except to the extent the contravention or violation of which would not reasonably be expected to have a Material Adverse Effect.

          (f) The material properties used or to be used in the Loan Parties’ Midstream Activities are in good repair, working order, and condition, normal wear and tear excepted, except to the extent the failure would not reasonably be expected to have a Material Adverse Effect. Neither the properties of the Borrower nor of any of the other Loan Parties has been affected, since the Closing Date, in any adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Real Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy that would reasonably be expected to have a Material Adverse Effect.

          (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or its Relevant Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Processing Plants except for that which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          (h) Other than Mortgaged Property with respect to which the requirements of clause (h)(vii) of the definition of Collateral and Guarantee requirement have been satisfied, no portion of any Mortgaged Property is located in a special flood hazard area as designated by any Governmental Authority.

          Section 3.18. Solvency. (a) Immediately after giving effect to the Transactions (i) the fair value of the assets (for the avoidance of doubt, calculated to include goodwill and other intangibles) of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

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          (b) The Borrower does not intend to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

          Section 3.19. Labor Matters. There are no strikes pending or threatened against the Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of the Borrower and its Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable law dealing with such matters. All material payments due from the Borrower or any of its Subsidiaries or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower or such Subsidiary to the extent required by GAAP. Consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any of its Subsidiaries (or any predecessor) is a party or by which the Borrower or any of its Subsidiaries (or any predecessor) is bound, other than collective bargaining agreements that, individually or in the aggregate, are not material to the Borrower and its Subsidiaries, taken as a whole.

          Section 3.20. Insurance. Schedule 3.20 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of the Borrower and its Relevant Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. The Borrower believes that the insurance maintained by or on behalf of it and its Relevant Subsidiaries is adequate.

          Section 3.21. Representations and Warranties in Acquisition Agreement. All representations and warranties of each of the Loan Parties set forth in the Acquisition Agreement were true and correct in all material respects as of the time such representations and warranties were made and, to the extent required to be made on the Closing Date under the Acquisition Agreement, shall be true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

          Section 3.22. Status as Senior Debt; Perfection of Security Interests. The Obligations shall rank pari passu with any other senior Indebtedness or securities of the Borrower and shall constitute senior indebtedness of the Borrower and the Relevant Subsidiaries under and as defined in any documentation documenting any junior indebtedness of the Borrower or the Relevant Subsidiaries. Each Collateral Agreement delivered pursuant to Section 4.02 and 5.10 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Collateral described in the Collateral Agreement, when stock certificates representing such Pledged Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified therein in appropriate form are filed in the offices specified therein, the Lien created by the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof to the extent perfection can be obtained by filing financing statements, making such other filings specified therein or by possession, as security for the Obligations of such Loan Party, in each case prior and superior in right to any other Person, subject, in the case of Collateral other than Pledged Collateral, to Prior Liens, and in the case of Pledged Collateral, to Liens arising (and that have priority) by operation of law.

          Section 3.23. Material Contracts. Other than as set forth on Schedule 3.23, as of the Closing Date there are no contracts or agreements to which the Borrower or any of its Relevant Subsidiaries is a party, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or that, if terminated or if a default occurs thereunder, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Gathering and Processing Document is in full force and effect, except for such matters in respect of such Gathering and Processing Documents that individually, or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

ARTICLE IV
CONDITIONS TO CREDIT EVENTS

     The obligations of (a) the Lenders to make Loans or (b) any Issuing Bank to issue, amend, extend or renew any Revolving Letter of Credit hereunder (each of (a) and (b), a “Credit Event”) are subject to the satisfaction of the following conditions:

          Section 4.01. All Credit Events. On the date of each Credit Event (other than a Borrowing on the Closing Date (except with respect to clause (a) below)):

          (a) The Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Revolving Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Revolving Letter of Credit as required by Section 2.05(b) (in the case of any Revolving Letter of Credit).

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          (b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of such Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

          (c) At the time of and immediately after such Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.

          Each Credit Event (other than an amendment, extension or renewal of a Revolving Letter of Credit without any increase in the stated amount of such Revolving Letter of Credit) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

          Section 4.02. First Credit Event. On the Closing Date:

          (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

          (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Closing Date, favorable written opinions of (i) Simpson Thacher & Bartlett LLP, special counsel for the Loan Parties, and (ii) Locke Lord Bissell & Liddell LLP, special counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent (A) dated the Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and each Loan Party hereby instructs its counsel to deliver such opinions.

          (c) The Administrative Agent shall have received in the case of each Loan Party each of the following:

     (i) a copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership of or limited liability company, certified by the Secretary or Assistant Secretary, or the general partner, managing member or sole member, of each such Loan Party; and

     (ii) a certificate of the Secretary, Assistant Secretary, Director, President or similar officer or the general partner, managing member or sole member, of each Loan Party, in each case dated the Closing Date and certifying:

     (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below,

     (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,

     (C) that the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above,

     (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and

     (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such Person, threatening the existence of such Loan Party.

          (d) The Collateral and Guarantee Requirement with respect to items to be completed as of the Closing Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the

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UCC (or equivalent under other similar law) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released, it being understood that, to the extent any lien search or collateral (including the creation, perfection or priority of any security interest) is not or cannot be provided on the Closing Date (other than (i) UCC, tax and judgment lien searches, (ii) the pledge and perfection of domestic assets with respect to which a lien may be perfected by the filing of financing statements under the UCC or (iii) to the extent applicable, the delivery of equity certificates of each Loan Party (other than the Borrower) and any domestic Subsidiaries of the Loan Parties and related stock or other powers) after use of commercially reasonable efforts to do so then the provision of any such lien search and/or Collateral shall not constitute a condition precedent to the availability of the Revolving Facility Loans on the Closing Date, but a perfected security interest shall instead be required promptly after the Closing Date as required under the Collateral and Guarantee Requirement plus any extensions permitted hereunder, in each case pursuant to arrangements reasonably satisfactory to the Administrative Agent;

          (e) The Transactions and the initial funding under the HoldCo Credit Agreement shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the Acquisition Agreement and all other related documentation (without material amendment, modification or waiver thereof which is adverse to the Lenders (as reasonably determined by the Administrative Agent) without the prior consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed), including each of the following:

     (i) The Acquisition shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement;

     (ii) The Equity Financing shall have been consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement; provided, that, to the extent all or any portion of the Equity Financing is not comprised of common equity, the terms and conditions of the Equity Financing shall be reasonably satisfactory in all material respects to the Joint Lead Arrangers and the Administrative Agent;

     (iii) The Sponsors shall have contributed additional cash common equity to HoldCo in an amount equal to the Initial Interest Payment Amount; and

     (iv) The Lenders shall have received:

     (A) the financial statements referred to in Section 3.05; and

     (B) any additional financial statements received by HoldCo on or prior to the Closing Date pursuant to the Acquisition Agreement;

          (f) After giving effect to the Transactions, and the other transactions contemplated hereby, the Borrower and its Relevant Subsidiaries shall have no outstanding Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01.

          (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the chief financial officer or another Responsible Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions.

          (h) Except as set forth in (i) the Seller Disclosure Schedules (as defined in the Acquisition Agreement), subject to the provisions of Section 13.11 of the Acquisition Agreement or (ii) the KGS SEC Documents (as defined in the Acquisition Agreement) that are publicly available prior to the date of the Commitment Letter (excluding any forward looking disclosures set forth in any risk factor section, any disclosures in any section relating to forward looking statements and any other disclosures included therein to the extent they are predictive or forward-looking in nature, in each case that are general in nature and do not contain a reasonable level of detail about the specific risk of which they warn), there has not been any Material Adverse Effect since December 31, 2009.

          (i) The Agents shall have received all fees payable thereto or to any Lender or to the Joint Lead Arrangers on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

          (j) The (x) Specified Representations and (y) Specified Acquisition Agreement Representations shall be true and correct in all material respects on and as of the Closing Date.

          (k) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Existing Credit Facilities have been or concurrently with the Closing Date are being terminated, all Liens securing obligations under the Existing Credit Facilities have been or concurrently with the Closing Date are being released and all amounts outstanding thereunder have been (or will be with the proceeds of the Loans on Closing Date) paid in full.

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          (l) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (e), (f), (h) and (j) of this Section 4.02.

          (m) The Administrative Agent shall have received all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent at least 10 days in advance of the Closing Date.

ARTICLE V
AFFIRMATIVE COVENANTS

     The Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Revolving Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will, and will cause each of its Relevant Subsidiaries (and, to the extent expressly set forth below, other applicable Subsidiaries) to:

          Section 5.01. Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05, and except for the liquidation or dissolution of any such Subsidiary if the assets of such Subsidiary to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties.

          (b) Do or cause to be done all things necessary to (i) in the Borrower’s reasonable business judgment obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, (ii) comply in all material respects with all material applicable laws, rules, regulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees, permits, licenses and orders of any Governmental Authority, whether now in effect or hereafter enacted and (iii) at all times maintain and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement); in each case in this paragraph (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

          Section 5.02. Insurance. (a) Keep its insurable properties insured at all times by financially sound and reputable insurers in such amounts as shall be customary for similar businesses and maintain such other reasonable insurance (including, to the extent consistent with past practices, self-insurance), of such types, to such extent and against such risks, as is customary with companies in the same or similar businesses and maintain such other insurance as may be required by law or any other Loan Document.

          (b) Cause all such property and casualty insurance policies with respect to the Mortgaged Properties and personal property located in the United States to be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable endorsement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent or the Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or other Loan Party under such policies directly to the Collateral Agent; cause all such policies to contain a “Replacement Cost Endorsement,” without any deduction for depreciation, and such other provisions as the Administrative Agent or the Collateral Agent may reasonably (in light of a Default or a material development in respect of the insured property) require from time to time to protect their interests; deliver original or certified copies of all such policies or a certificate of an insurance broker to the Collateral Agent; cause each such policy to provide that it shall not be canceled or not renewed upon less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent; and deliver to the Administrative Agent and the Collateral Agent, prior to the cancellation or nonrenewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent and the Collateral Agent), or insurance certificate with respect thereto, together with evidence satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium therefor.

          (c) To the extent any Mortgaged Property is subject to the provisions of the Flood Insurance Laws (as defined below), (i) (x) concurrently with the delivery of the mortgage in favor of the Collateral Agent in connection therewith, and (y) at any other time if necessary for compliance with applicable Flood Insurance Laws, provide the Collateral Agent with a standard flood hazard determination form for such Mortgaged Property and (ii) if any such Mortgaged Property is located in an area designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency),

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obtain flood insurance in such reasonable total amount as the Administrative Agent or the Collateral Agent may from time to time reasonably require, and otherwise to ensure compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time (the “Flood Insurance Laws”). In addition, to the extent the Borrower and the Loan Parties fail to obtain or maintain satisfactory flood insurance required pursuant to the preceding sentence with respect to any Mortgaged Property, the Collateral Agent shall be permitted, in its sole discretion, to obtain forced placed insurance at the Borrower’s expense to ensure compliance with any applicable Flood Insurance Laws.

          (d) With respect to each Mortgaged Property and any personal property located in the United States, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” (or equivalent coverage) and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against any and all claims, in each case in amounts and against such risks as are customarily maintained by companies engaged in the same or similar industry operating in the same or similar locations naming the Collateral Agent as an additional insured, on forms reasonably satisfactory to the Collateral Agent.

          (e) Notify the Administrative Agent and the Collateral Agent promptly whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.02 is taken out by the Borrower or its Relevant Subsidiaries; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies, or an insurance certificate with respect thereto.

          (f) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that:

     (i) none of the Agents, the Lenders, the Issuing Banks or their respective agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (x) the Borrower and its Relevant Subsidiaries shall look solely to their insurance companies or any parties other than the aforesaid parties for the recovery of such loss or damage and (y) such insurance companies shall have no rights of subrogation against the Agents, the Lenders, any Issuing Bank or their agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then the Borrower hereby agrees, to the extent permitted by law, to waive, and to cause each of its Relevant Subsidiaries to waive, its right of recovery, if any, against the Agents, the Lenders, any Issuing Bank and their agents and employees; and

     (ii) the designation of any form, type or amount of insurance coverage by the Administrative Agent, the Collateral Agent or the Lenders under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Administrative Agent, the Collateral Agent or the Lenders that such insurance is adequate for the purposes of the business of the Borrower or any of its Relevant Subsidiaries or the protection of their properties.

          Section 5.03. Taxes; Payment of Obligations. Pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim to the extent that (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings, and the Borrower or the affected Subsidiary of the Borrower, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto or (ii) the aggregate amount of such Taxes, assessments, charges, levies or claims does not exceed U.S.$2.5 million. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or the affected Subsidiary of the Borrower or if the failure to pay, discharge or otherwise satisfy such obligation could not reasonably be expected to have a Material Adverse Effect.

          Section 5.04. Financial Statements, Reports, Etc. Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

          (a) within 120 days after the end of each fiscal year, a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, all audited by independent accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP;

          (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the

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fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all certified by the General Partner or a Financial Officer of the Borrower, on behalf of the Borrower, as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes);

          (c) (x) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the General Partner or a Financial Officer of the Borrower (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth a computation of the Financial Performance Covenants in detail reasonably satisfactory to the Administrative Agent and (y) concurrently with any delivery of financial statements under (a) above, a certificate of its independent accounting firm stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default under Section 6.10 or 6.11 (which certificate may be limited to accounting matters and disclaims responsibility for legal interpretations);

          (d) promptly after the same become publicly available, copies of all periodic and other available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by the Borrower or any of its Relevant Subsidiaries with the SEC, or distributed to its stockholders generally, if and as applicable;

          (e) (i) upon the consummation of any Permitted Business Acquisition, the acquisition of any Relevant Subsidiary or any Person becoming a Relevant Subsidiary, in each case if the aggregate consideration for such transaction exceeds U.S. $5.0 million, or the reasonable request of the Administrative Agent (but not, in the case of such request, more often than annually), an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to Section 4.02(e), this paragraph (e) or Section 5.10(e) and (ii) concurrently with the delivery of financial statements under Section 5.04(a), a certificate executed by a Responsible Officer of the Borrower certifying compliance with Section 5.02(c) and providing evidence of such compliance, including without limitation copies of any flood hazard determination forms required to be delivered pursuant to Section 5.02(c);

          (f) promptly, a copy of all reports submitted to the board of directors (or any committee thereof) of the Borrower or any of its Relevant Subsidiaries in connection with any material interim or special audit made by independent accountants of the books of the Borrower or any of its Relevant Subsidiaries;

          (g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Relevant Subsidiaries, or compliance with the terms of any Loan Document, or such consolidating financial statements, as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender);

          (h) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service with respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor or a Plan sponsor or any governmental agency concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent shall reasonably request;

          (i) concurrently with any delivery of financial statements under (a) or (b) above, a report of gas gathering output and throughput with respect to the Pipeline Systems and Processing Plants; and

          (j) No later than one hundred and twenty (120) days following the first day of each fiscal year of the Borrower, a budget for such fiscal year in form customarily prepared by the Borrower.

          Section 5.05. Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of the Borrower or any Relevant Subsidiary obtains actual knowledge thereof:

          (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;

          (b) the filing or commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against the Borrower or any of its Relevant Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

          (c) any other development specific to the Borrower or any of its Relevant Subsidiaries that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect; and

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          (d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect.

          Section 5.06. Compliance with Laws. Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (owned or leased), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03.

          Section 5.07. Maintaining Records; Access to Properties and Inspections; Maintaining Pipeline Systems and Processing Plants. (a) Maintain all financial records in accordance with GAAP and permit any Persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of its Relevant Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of its Relevant Subsidiaries with the officers thereof, or the general partner, managing member or sole member thereof, and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract); provided that, during any calendar year absent the occurrence and continuation of an Event of Default, only one (1) visit by the Administrative Agent shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower.

          (b) (i) Maintain or cause the maintenance of the interests and rights with respect to the rights-of-way for the Pipeline Systems and the deeds for the Processing Plants except to the extent individually or in the aggregate the failure would not reasonably be expected to have a Material Adverse Effect, (ii) subject to the Permitted Encumbrances and except to the extent the failure could not reasonably be expected to have a Material Adverse Effect, maintain the Pipeline Systems within the confines of the rights of way granted to the applicable Loan Party with respect thereto without material encroachment upon any adjoining property and maintain the Processing Plants within the boundaries of the deeds and without material encroachment upon any adjoining property, (iii) maintain such rights of ingress and egress necessary to permit the Loan Parties to inspect, operate, repair, and maintain the Pipeline Systems and the Processing Plants to the extent that failure to maintain such rights, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and provided that the Borrower or any other Loan Party may hire third parties to perform these functions, and (iv) maintain all material agreements, licenses, permits, and other rights required for any of the foregoing described in clauses (i), (ii) and (iii) of this Section 5.07(b) in full force and effect in accordance with their terms, timely make any payments due thereunder, and prevent any default thereunder which could result in a termination or loss thereof, except any such failure to maintain any thereof or make any such payments, or any such default, that could not reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect.

          Section 5.08. Use of Proceeds. Use the proceeds of the Loans and the issuance of Letters of Credit solely for the purposes described in Section 3.11.

          Section 5.09. Compliance with Environmental Laws. Comply, cause all of the Borrower’s Subsidiaries to comply and make commercially reasonable efforts to cause all lessees and other Persons occupying its properties to comply, with all Environmental Laws applicable to its business, operations and properties; obtain and maintain in full force and effect all material authorizations, registrations, licenses and permits required pursuant to Environmental Law for its business, operations and properties; and perform any investigation, remedial action or cleanup required pursuant to the Release of any Hazardous Materials as required pursuant to Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

          Section 5.10. Further Assurances. (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and recordings of Liens in stock registries or land title registries, as applicable), that may be required under any applicable law, or that the Administrative Agent may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the applicable Loan Parties, and provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

          (b) (i) Grant and cause each of the Loan Parties to grant to the Collateral Agent security interests and Mortgages in such Material Real Property acquired after the Closing Date and satisfy the requirements of clause (h) of the definition of Collateral and Guarantee Requirement with respect to such Material Real Property within sixty (60) days after the date such Material Real Property is acquired and (ii) within sixty (60) days after the end of each fiscal quarter of the Borrower, grant and cause each of the Loan Parties to grant to the Collateral Agent security interests and Mortgages in any Material Real Property of the Borrower or any other Loan Party that, as of the end of such fiscal quarter, constituted Material Real Property (and that is not already Mortgaged Property) and otherwise satisfy the requirements of clause (h) of the definition of Collateral and Guarantee Requirement with respect to such Material Real Property.

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          (c) Provide to the Administrative Agent, if reasonably requested, title information (including without limitation, deeds, easements, rights of way agreements, permits and similar agreements) in form and substance reasonably satisfactory to the Administrative Agent evidencing the applicable Loan Party’s interests in such Material Real Properties.

          (d) If any additional direct or indirect Subsidiary of a Borrower becomes a Subsidiary Loan Party (including as a result of becoming a Material Subsidiary) after the Closing Date within five Business Days after the date such Subsidiary becomes a Subsidiary Loan Party (including as a result of becoming a Material Subsidiary), notify the Administrative Agent and the Lenders thereof and, within sixty (60) Business Days after the date such Subsidiary becomes a Subsidiary Loan Party (including as a result of becoming a Material Subsidiary), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary Loan Party and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

          (e) In the case of any Loan Party, (i) furnish to the Collateral Agent prompt written notice of any change (A) in such Loan Party’s corporate or organization name, (B) in such Loan Party’s identity or organizational structure or (C) in such Loan Party’s organizational identification number; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties and (ii) promptly notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

          (f) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to any assets or Equity Interests acquired after the Closing Date in accordance with this Agreement if, and to the extent that, and for so long as doing so would violate the Agreed Security Principles or Section 9.21; provided that, upon the reasonable request of the Collateral Agent, the Borrower shall, and shall cause any of its applicable Material Subsidiaries to, use commercially reasonable efforts to have waived or eliminated any contractual obligation that causes a violation of the Agreed Security Principles, other than those set forth in a joint venture agreement to which the Borrower or any Subsidiary is a party.

          Section 5.11. Fiscal Year. Cause its fiscal year to end on December 31.

          Section 5.12. Reserved.

ARTICLE VI
NEGATIVE COVENANTS

     The Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and will not cause or permit any of its Relevant Subsidiaries to:

          Section 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

          (a) (i) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 (excluding Indebtedness under clause (ii) of this clause (a) and clause (b) of this Section 6.01) and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other than intercompany Indebtedness Refinanced with Indebtedness owed to a Person not affiliated with the Borrower or any Subsidiary of the Borrower) and (ii) Indebtedness under the Parent Subordinated Note on the Closing Date;

          (b) Indebtedness created hereunder and under the other Loan Documents;

          (c) Indebtedness of the Borrower and its Relevant Subsidiaries pursuant to Swap Agreements permitted by Section 6.12;

          (d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Relevant Subsidiary of the Borrower, pursuant to reimbursement or indemnification obligations to such Person; provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following such incurrence;

          (e) Indebtedness of the Borrower or any Relevant Subsidiary owing to the Borrower or any Subsidiary of the Borrower to the extent permitted by Section 6.04, provided that Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party (the “Subordinated Intercompany Debt”) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

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          (f) Indebtedness in respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, labor bonds and completion or performance guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and Indebtedness arising out of advances on exports, advances on imports, advances on trade receivables, customer prepayments and similar transactions in the ordinary course of business and consistent with past practice;

          (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business, provided that (x) such Indebtedness (other than credit or purchase cards) is extinguished within five Business Days of its incurrence and (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence;

          (h) (i) Indebtedness of a Relevant Subsidiary acquired after the Closing Date or a Person merged into, amalgamated or consolidated with the Borrower or any Relevant Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case, exists at the time of such acquisition, merger, amalgamation or consolidation and is not created in contemplation of such event and where such acquisition, merger, amalgamation or consolidation is permitted by this Agreement and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness, provided that the aggregate principal amount of such Indebtedness at the time of, and after giving effect to, such acquisition, merger, amalgamation or consolidation, such assumption or such incurrence, as applicable (together with Indebtedness outstanding pursuant to this paragraph (h), paragraph (i) of this Section 6.01 and the Remaining Present Value of outstanding leases permitted under Section 6.03), would not exceed the greater of U.S.$30.0 million and 5.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such acquisition, merger, amalgamation or consolidation, such assumption or such incurrence, as applicable, for which financial statements have been delivered pursuant to Section 5.04;

          (i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by the Borrower or any Relevant Subsidiary prior to or within 270 days after the acquisition, lease or improvement of the respective asset permitted under this Agreement in order to finance such acquisition, lease or improvement, and any Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof (together with Indebtedness outstanding pursuant to paragraph (h) of this Section 6.01, this paragraph (i) and the Remaining Present Value of leases permitted under Section 6.03) would not exceed the greater of U.S.$30.0 million and 5.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04;

          (j) Capital Lease Obligations incurred by the Borrower or any Relevant Subsidiary in respect of any Sale and Lease-Back Transaction that is permitted under Section 6.03;

          (k) other Indebtedness, in an aggregate principal amount at any time outstanding pursuant to this Section 6.01(k) not in excess of the greater of U.S.$30.0 million and 5.5% of Consolidated Total Assets;

          (l) Guarantees (i) by any Loan Party of any Indebtedness of the Borrower or any other Loan Party expressly permitted to be incurred under this Agreement, (ii) by the Borrower or any Relevant Subsidiary of Indebtedness of any Subsidiary that is not a Loan Party to the extent permitted by Section 6.04, (iii) by any Relevant Subsidiary that is not a Loan Party of Indebtedness of another Subsidiary that is not a Loan Party and (iv) by the Borrower of Indebtedness of Foreign Subsidiaries incurred for working capital purposes in the ordinary course of business on ordinary business terms so long as such Indebtedness is permitted to be incurred under Section 6.01(k) or (p); provided that Guarantees by any Loan Party under this Section 6.01(l) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms consistent with those used, or to be used, for Subordinated Intercompany Debt;

          (m) Indebtedness arising from agreements of the Borrower or any Relevant Subsidiary of the Borrower providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

          (n) Indebtedness supported by a Revolving Letter of Credit, in a principal amount not in excess of the stated amount of such Revolving Letter of Credit;

          (o) Indebtedness consisting of Permitted Junior Debt;

          (p) Indebtedness of Relevant Subsidiaries that are Foreign Subsidiaries (including letters of credit or bank guarantees (other than Revolving Letters of Credit issued pursuant to Section 2.05) for working capital purposes incurred in the ordinary course of business on ordinary business terms in an aggregate amount not to exceed the greater of U.S.$5.0 million and 1% of Consolidated Total Assets outstanding at any time);

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          (q) (i) Indebtedness incurred and/or assumed in connection with Section 6.04(j); provided that the aggregate amount of such Indebtedness outstanding pursuant to this Section 6.01(q) shall not exceed U.S.$50.0 million and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtdness; and

          (r) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (q) above.

          Section 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any Person, including of any Relevant Subsidiaries) at the time owned by it or on any income or revenues or rights in respect of any thereof, except (without duplication):

          (a) Liens on property or assets of the Borrower and its Relevant Subsidiaries existing on the Closing Date and set forth on Schedule 6.02(a); provided that such Liens shall secure only those obligations that they secure on the Closing Date (and extensions, renewals and refinancings of such obligations permitted by Section 6.01(a)) and shall not subsequently apply to any other property or assets of the Borrower or any of its Relevant Subsidiaries;

          (b) any Lien created under the Loan Documents or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage;

          (c) any Lien on any property or asset of the Borrower or any Relevant Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h), provided that (i) such Lien does not apply to any other property or assets of the Borrower or any Relevant Subsidiary not securing such Indebtedness at the date of the acquisition of such property or asset (other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) such Lien is not created in contemplation of or in connection with such acquisition and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness, such Lien is permitted in accordance with clause (e) of the definition of the term “Permitted Refinancing Indebtedness”;

          (d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03;

          (e) Liens imposed by law (including, without limitation, Liens in favor of customers for equipment under order or in respect of advances paid in connection therewith) such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 45 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Relevant Subsidiary shall have set aside on its books reserves in accordance with GAAP;

          (f) (i) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations under U.S. or foreign law and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Relevant Subsidiaries;

          (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, costs of litigation where required by law, performance and return of money bonds, warranty bonds, bids, leases, government contracts, trade contracts, completion or performance guarantees and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

          (h) zoning restrictions, by-laws and other ordinances of Governmental Authorities, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, permits, special assessments, development agreements, deferred services agreements, restrictive covenants, owners’ association encumbrances, rights-of-way, restrictions on use of real property and other similar encumbrances that do not render title unmarketable and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Relevant Subsidiary or would not result in a Material Adverse Effect;

          (i) purchase money security interests in equipment or other property or improvements thereto hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any of its Relevant Subsidiaries (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (i) such security interests secure Indebtedness permitted by Section 6.01(i) (including any Permitted Refinancing Indebtedness in respect thereof), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby

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does not exceed 100% of the cost of such equipment or other property or improvements at the time of such acquisition (or construction), including transaction costs incurred by the Borrower or any Relevant Subsidiary in connection with such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Relevant Subsidiary (other than to accessions to such equipment or other property or improvements); provided further that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender;

          (j) Liens arising out of capitalized lease transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property;

          (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j);

          (l) Liens disclosed by any title insurance policies with respect to the Mortgaged Properties and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided further that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement;

          (m) any interest or title of, or Liens created by, a lessor under any leases or subleases entered into by the Borrower or any Relevant Subsidiary, as tenant, in the ordinary course of business;

          (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or securities intermediaries not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Relevant Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Relevant Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Relevant Subsidiaries in the ordinary course of business;

          (o) Liens arising solely by virtue of any statutory or common law provision relating to security intermediaries’ or banker’s liens, rights of set-off or similar rights;

          (p) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01(f) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;

          (q) licenses of intellectual property granted in the ordinary course of business;

          (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, machinery or other equipment;

          (s) Liens solely on any cash earnest money deposits made by the Borrower or any of its Relevant Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

          (t) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any Relevant Subsidiary in the ordinary course of business;

          (u) Liens securing insurance premium financing arrangements in an aggregate principal amount not to exceed 2.0% of Consolidated Total Assets, provided that such Lien is limited to the applicable insurance contracts;

          (v) Liens given to a public utility or any Governmental Authority when required by such utility or Governmental Authority in connection with the operations of the Borrower or any Relevant Subsidiary;

          (w) Liens in connection with subdivision agreements site plan control agreements, development agreements, facilities sharing agreements, cost sharing agreements and other similar agreements in connection with the use of Real Property;

          (x) Liens in favor of any tenant, occupant or licensee under any lease, occupancy agreement or license with the Borrower or any Relevant Subsidiary;

          (y) Liens restricting or prohibiting access to or from lands abutting controlled access highways or covenants affecting the use to which lands may be put;

          (z) Liens incurred or pledges or deposits made in favor of a Governmental Authority to secure the performance of the Borrower or any Relevant Subsidiary under any Environmental Law to which any assets of such Person are subject;

          (aa) Liens consisting of minor irregularities in title, boundaries, or other minor survey defects, easements, leases, restrictions, servitudes, licenses, permits, reservations, exceptions, zoning restrictions, rights-of-way, conditions, covenants, mineral or royalty rights or reservations or oil, gas and mineral leases and rights of others in any property of the Borrower or the Relevant

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Subsidiaries, including rights of eminent domain (including those for streets, roads, bridges, pipes, pipelines, natural gas gathering systems, processing facilities, railroads, electric transmission and distribution lines, telegraph and telephone lines, the removal of oil, gas or other minerals or other similar purposes, flood control, air rights, water rights, rights of others with respect to navigable waters, sewage and drainage rights) that exist as of the Closing Date or at the time the affected property is acquired, or are granted by the Borrower or any Relevant Subsidiary in the ordinary course of business and other similar charges or encumbrances which do not secure the payment of Indebtedness and otherwise do not materially interfere with the occupation, use and enjoyment by the Borrower or any Relevant Subsidiary of any Mortgaged Property in the normal course of business or materially impair the value thereof; and

          (bb) contractual Liens that arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; provided, that any such Lien referred to in this clause (bb) does not materially impair (i) the use of the property covered by such Lien for the purposes for which such Property is held by the Borrower or any Relevant Subsidiary, or (ii) the value of such Property subject thereto;

          (cc) Liens on the assets of a Foreign Subsidiary that do not constitute Collateral and which secure Indebtedness of such Foreign Subsidiary that is not otherwise secured by a Lien on the Collateral under the Loan Documents and which Indebtedness is permitted to be incurred under Section 6.01(k);

          (dd) Liens upon specific items of inventory or other goods (other than rigs) and proceeds of the Borrower or any of its Subsidiaries securing such Person’s obligations in respect of banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods (other than rigs);

          (ee) Liens on the assets of a Foreign Subsidiary which secure Indebtedness of such Foreign Subsidiary that is permitted to be incurred under Section 6.01(p);

          (ff) licenses granted in the ordinary course of business and leases of property of the Loan Parties that are not material to the business and operations of the Loan Parties;

          (gg) Liens not otherwise permitted under this Section 6.02 securing obligations in an aggregate amount not to exceed the greater of (x) U.S. $15.0 million and (y) 3.0% of Consolidated Total Assets; provided that to the extent such Liens permitted under this clause (gg) secure Indebtedness incurred in connection with a Permitted Business Acquisition pursuant to Section 6.01(q), such Liens shall only be permitted to encumber the assets acquired pursuant to such Permitted Business Acquisition and shall not be permitted to encumber any other assets of the Borrower, any Material Subsidiary or any Subsidiary Loan Party.

          Notwithstanding the foregoing, (i) no Liens shall be permitted to exist, directly or indirectly, on Pledged Collateral, other than Liens in favor of the Collateral Agent and Liens arising by operation of law, (ii) no Liens shall be permitted to exist, directly or indirectly, on Pledged Collateral that are prior and superior in right to Liens in favor of the Collateral Agent other than Liens that have priority by operation of law, (iii) no Liens shall be permitted to exist, directly or indirectly, on Collateral (other than Pledged Collateral) that are prior and superior in right to any Liens in favor of the Collateral Agent other than Prior Liens and (iv) no Liens shall be permitted to exist, directly or indirectly, on Mortgaged Property, other than Liens in favor of the Collateral Agent, Prior Liens and Permitted Encumbrances.

          Section 6.03. Sale and Lease-back Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”), provided that a Sale and Lease-Back Transaction shall be permitted so long as at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such Lease, the Remaining Present Value of such lease (together with Indebtedness outstanding pursuant to paragraphs (h) and (i) of Section 6.01 and the Remaining Present Value of outstanding leases previously entered into under this Section 6.03) would not exceed the greater of U.S.$20.0 million or 3.5% of Consolidated Total Assets.

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          Section 6.04. Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger or amalgamation with a Person that is not a Relevant Subsidiary immediately prior to such merger) any Equity Interests, evidences of Indebtedness or other securities of, make or permit to exist any loans or advances (other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and the Loan Parties, which cash management operations shall not extend to any other Person) to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest (each, an “Investment”), in any other Person, except:

          (a) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date by (i) Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed an amount equal to the sum of, without duplication, U.S.$35.0 million plus any return of capital actually received by the respective investors in respect of investments previously made by them pursuant to this clause 6.04(a)(i) plus, an amount equal to the fair market value of any assets or property that is contributed or transferred from any Subsidiary that is not a Loan Party to any Loan Party from and after the Closing Date and (ii) Loan Parties in other Loan Parties;

          (b) Permitted Investments and Investments that were Permitted Investments when made;

          (c) Investments arising out of the receipt by the Borrower or any of its Relevant Subsidiaries of noncash consideration for the sale of assets permitted under Section 6.05;

          (d) (i) loans and advances to employees of the Borrower, any of its Relevant Subsidiaries or, to the extent such employees are providing services rendered on behalf of the Loan Parties, any Parent Company in the ordinary course of business not to exceed U.S.$5.0 million in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees of the Borrower, any of its Relevant Subsidiaries or, to the extent such employees are providing services on behalf of the Loan Parties, any Parent Company in the ordinary course of business;

          (e) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business;

          (f) Swap Agreements permitted pursuant to Section 6.12;

          (g) Investments existing on the Closing Date and set forth on Schedule 6.04;

          (h) Investments resulting from pledges and deposits referred to in Section 6.02(f) and (g);

          (i) so long as immediately before and after giving effect to such Investment no Default or Event of Default has occurred and is continuing, other Investments by the Borrower or any of its Relevant Subsidiaries in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of U.S.$50.0 million and 10% of Consolidated Total Assets (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (i));

          (j) Investments constituting Permitted Business Acquisitions, so long as any Person acquired in connection with such Permitted Business Acquisitions and each of such Person’s Subsidiaries becomes a Subsidiary Loan Party to the extent required by Section 5.10;

          (k) additional Investments to the extent made with proceeds of Equity Interests of the Borrower;

          (l) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date by Relevant Subsidiaries that are not Loan Parties in any Loan Party or other Subsidiaries;

          (m) the Transactions;

          (n) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business;

          (o) Investments of a Relevant Subsidiary of the Borrower acquired after the Closing Date or of a corporation merged or amalgamated or consolidated into the Borrower or merged or amalgamated into or consolidated with a Relevant Subsidiary of the Borrower in accordance with Section 6.05 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and

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          (p) Guarantees by the Borrower or any of its Relevant Subsidiaries of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Subsidiary in the ordinary course of business.

          Section 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Relevant Subsidiary or preferred equity interests of the Borrower or any Relevant Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that this Section shall not prohibit:

          (a) (i) the purchase and sale of inventory, supplies, materials and equipment and the purchase and sale of rights or licenses or leases of intellectual property, in each case in the ordinary course of business by the Borrower or any of its Relevant Subsidiaries, (ii) the sale of any other asset in the ordinary course of business by the Borrower or any of its Relevant Subsidiaries, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or any of its Relevant Subsidiaries or (iv) the sale of Permitted Investments in the ordinary course of business;

          (b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) the merger or consolidation of any Relevant Subsidiary of the Borrower into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) the merger or consolidation of any Relevant Subsidiary of the Borrower into or with any Loan Party in a transaction in which the surviving or resulting entity is a Loan Party and, in the case of each of clauses (i) and (ii), no Person other than the Borrower or a Loan Party receives any consideration, (iii) the merger, amalgamation or consolidation of any Subsidiary of the Borrower that is not a Loan Party into or with any other Subsidiary of the Borrower that is not a Loan Party, (iv) the liquidation, winding up, or dissolution or change in form of entity of any Relevant Subsidiary of the Borrower if the Borrower determines in good faith that such liquidation, winding up, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders or (v) the change in form of entity of the Borrower if the Borrower determines in good faith that such change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders;

          (c) sales, transfers, leases or other dispositions to the Borrower or a Subsidiary of the Borrower (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary of the Borrower that is not a Loan Party shall be made in compliance with Section 6.07; provided further that the aggregate gross proceeds of any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Loan Party in reliance upon this paragraph (c) and the aggregate gross proceeds of any or all assets sold, transferred or leased in reliance upon paragraph (g) below shall not exceed, in any fiscal year of the Borrower, 5.0% of Consolidated Total Assets as of the end of the immediately preceding fiscal year;

          (d) Sale and Lease-Back Transactions permitted by Section 6.03;

          (e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Dividends permitted by Section 6.06;

          (f) the sale of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction;

          (g) sales, transfers, leases or other dispositions of assets not otherwise permitted by this Section 6.05; provided that the aggregate gross proceeds (including noncash proceeds) of any or all assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) and in reliance upon the second proviso to paragraph (c) above shall not exceed, in any fiscal year of the Borrower, 5% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided further that the Net Proceeds thereof are applied in accordance with Section 2.11(c); and provided further that after giving effect thereto, no Default or Event of Default shall have occurred;

          (h) any merger or consolidation in connection with a Permitted Business Acquisition, provided that following any such merger or consolidation (i) involving the Borrower, the Borrower is the surviving corporation and (ii) involving a Relevant Subsidiary, the surviving or resulting entity shall be a Loan Party;

          (i) licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Relevant Subsidiary in the ordinary course of business; and

          (j) abandonment, cancellation or disposition of any intellectual property of the Borrower in the ordinary course of business.

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     Notwithstanding anything to the contrary contained in Section 6.05 above, (i) the Borrower may, so long as no Event of Default shall have occurred and be continuing or would result therefrom, sell, grant or otherwise issue Equity Interests to members of management of the Borrower or any of the Subsidiaries of the Borrower that are Loan Parties pursuant to stock option, stock ownership, stock incentive or similar plans, (ii) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (iii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d), or (j) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (iv) no sale, transfer or other disposition of assets in excess of U.S.$5.0 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (iii) and (iv), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary of the Borrower that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that is assumed by the transferee of any such assets shall be deemed to be cash.

          Section 6.06. Dividends and Distributions. Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional shares of Equity Interests of the Person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value any shares of any class of its Equity Interests or set aside any amount for any such purpose; provided, however, that:

          (a) any Relevant Subsidiary of the Borrower may declare and pay dividends to, repurchase its Equity Interests from, or make other distributions to, the Borrower or any Relevant Subsidiary (or, in the case of Relevant Subsidiaries that are not Wholly Owned Subsidiaries of the Borrower, to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests);

          (b) the Borrower and each of its Relevant Subsidiaries may repurchase, redeem or otherwise acquire or retire to finance any such repurchase, redemption or other acquisition or retirement for value any Equity Interests of the Borrower or any of its Relevant Subsidiaries held by any current or former officer, director, consultant, or employee of the Borrower or any Subsidiary of the Borrower or, to the extent such Equity Interests were issued as compensation for services rendered on behalf of the Loan Parties, any employee of any Parent Company, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Relevant Subsidiaries may declare and pay dividends to the Borrower or any other Relevant Subsidiary of the Borrower the proceeds of which are used for such purposes, provided that the aggregate amount of such purchases or redemptions in cash under this paragraph (b) shall not exceed in any fiscal year U.S.$5.0 million (plus the amount of net proceeds (x) received by the Borrower during such calendar year from sales of Equity Interests of the Borrower to directors, consultants, officers or employees of the Borrower or any of its Affiliates in connection with permitted employee compensation and incentive arrangements and (y) of any key-man life insurance policies received during such calendar year) which, if not used in any year, may be carried forward to any subsequent calendar year;

          (c) noncash repurchases, redemptions or exchanges of Equity Interests deemed to occur upon exercise of stock options or exchange of exchangeable shares if such Equity Interests represent a portion of the exercise price of such options;

          (d) provided no Default or Event of Default then exists or would result therefrom, the Borrower may declare and pay dividends or make other distributions from the proceeds of any issuance of Equity Interests permitted to be made under this Agreement; and

          (e) provided (i) no Default or Event of Default then exists or would result therefrom and (ii) the Borrower shall be in compliance (on a Pro Forma Basis and after giving effect to the making of such distribution) with the provisions of Section 6.10 and Section 6.11 as of the end of the immediately preceding fiscal quarter, the Borrower may declare or make a distribution on or with respect to the Equity Interests of the Borrower during any fiscal quarter in accordance with the Limited Partnership Agreement in an amount not to exceed Available Cash as of the end of the immediately preceding fiscal quarter.

          Section 6.07. Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates, unless such transaction is upon terms no less favorable to the Borrower or such Relevant Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate; provided that this clause (a) shall not apply to the indemnification of directors (or persons holding similar positions for non-corporate entities) of the Borrower and its Relevant Subsidiaries in accordance with customary practice.

          (b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement,

     (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans customarily maintained by similar companies and the granting and performance of registration rights approved by the General Partner or the board of directors of any Relevant Subsidiary, as applicable,

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     (ii) transactions among the Borrower and the other Loan Parties and transactions among the Relevant Subsidiaries that are not Loan Parties otherwise permitted by this Agreement,

     (iii) any indemnification agreement or any similar arrangement entered into with directors, officers, consultants and employees of the Borrower or any of its Affiliates in the ordinary course of business and the payment of fees and indemnities to directors, officers, consultants and employees of the Borrower and its Relevant Subsidiaries in the ordinary course of business and, to the extent such fees and indemnities are directly attributable to services rendered on behalf of the Loan Parties, any employee of any Parent Company,

     (iv) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.07 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect,

     (v) any employment agreement or employee benefit plan entered into by the Borrower or any of its Affiliates in the ordinary course of business or consistent with past practice and payments pursuant thereto,

     (vi) transactions otherwise permitted under Section 6.06 and Investments permitted by Section 6.04; provided that this clause (vi) shall not apply to any Investment, whether direct or indirect, in either (x) Persons that were not Subsidiaries immediately prior to such Investment or (y) Persons that are not Subsidiaries immediately after such Investment,

     (vii) any purchase by the Sponsors or any Sponsor Affiliate of Equity Interests of the Borrower,

     (viii) payments by the Borrower or any of its Relevant Subsidiaries to the Sponsors or any Sponsor Affiliate made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by General Partner or the board of directors of any Relevant Subsidiary, as applicable, in good faith,

     (ix) the existence of, or the performance by the Borrower or any of its Relevant Subsidiaries of its obligations under the terms of, the Acquisition Documents, or any agreement contemplated thereunder to which it is a party as of the Closing Date, provided, however, that the existence of, or the performance by the Borrower or any Relevant Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Lenders in any material respect,

     (x) transactions with any Affiliate for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business in a manner consistent with past practice,

     (xi) any transaction in respect of which the Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of the Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to the Borrower or Relevant Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate,

     (xii) the payment of all fees, expenses, bonuses and awards related to the Transactions contemplated by the Acquisition Documents, including fees to the Sponsors or any Sponsor Affiliate,

     (xiii) so long as not otherwise prohibited under this Agreement, guarantees of performance by the Borrower or any Relevant Subsidiary of any other Subsidiary or the Borrower that is not a Loan Party in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money,

     (xiv) if such transaction is with a Person in its capacity as a holder (A) of Indebtedness of the Borrower or any Relevant Subsidiary of the Borrower where such Person is treated no more favorably than the other holders of Indebtedness of the Borrower or any such Relevant Subsidiary or (B) of Equity Interests of the Borrower or any Relevant Subsidiary of the Borrower where such Person is treated no more favorably than the other holders of Equity Interests of the Borrower or such Relevant Subsidiary,

     (xv) the transactions contemplated hereby and the payment of fees and expenses related thereto, and

     (xvi) payments by the Borrower or any of its Relevant Subsidiaries to any Affiliate in respect of compensation, expense reimbursement, or benefits to or for the benefit of current or former employees, independent contractors or directors of the Borrower or any of its Subsidiaries or, to the extent such compensation, expense reimbursement, or benefits are directly attributable to services rendered on behalf of the Loan Parties, any employee of any Parent Company, including, without limitation, pursuant to the terms and conditions of the Omnibus Agreement and the Limited Partnership Agreement.

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          Section 6.08. Business of the Borrower and the Subsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by it on the Closing Date, Midstream Activities and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto, including, without limitation, the consummation of the Transactions.

          Section 6.09. Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-laws and Certain Other Agreements; etc. (a) Amend or modify or grant any waiver or release under or terminate in any manner the articles or certificate of incorporation or by-laws or partnership agreement (including the Limited Partnership Agreement) or limited liability company operating agreement of the Borrower or any Relevant Subsidiary), the Gathering and Processing Documents, the Transaction Documents or any Material Contract, in each case, if such amendment, modification, waiver, release or termination could reasonably be expected to result in a Material Adverse Effect or affect the assignability of any such contract or agreement in a manner that would have an adverse effect on the rights of the Secured Parties in the Collateral (including in such agreement as Collateral);

          (b) (i) Make, or agree or offer to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on Permitted Junior Debt or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Permitted Junior Debt, except for (to the extent permitted by the subordination provisions thereof) (A) payments of regularly scheduled interest, (B) payments made solely with the proceeds from the issuance of common Equity Interests or from equity contributions, (C) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, prepayments of any Permitted Junior Debt, provided that, (1) no such prepayments shall be made with the proceeds of Revolving Facility Loans and (2) no such prepayments shall be made if any Incremental Term Loans are then outstanding, and (D) (1) prepayments made with the proceeds of any Permitted Refinancing Indebtedness in respect thereof or (2) prepayments with the proceeds of any non-cash interest bearing Equity Interests issued for such purchase that are not redeemable prior to the date that is six months following the later of the Revolving Facility Maturity Date and any Incremental Maturity Date and that have terms and covenants no more restrictive than the Permitted Junior Debt being so refinanced; or

     (ii) Amend or modify, or permit the amendment or modification of, any provision of any Permitted Junior Debt or any agreement relating thereto other than amendments or modifications that are not materially adverse to the Lenders and that do not affect the subordination provisions thereof (if any) in a manner adverse to the Lenders.

          (c) Enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances to the Borrower or any other Loan Party by a Relevant Subsidiary or (ii) the granting of Liens by the Borrower or a Relevant Subsidiary pursuant to the Security Documents, in each case other than those arising under any Loan Document, except, in each case, restrictions existing by reason of:

     (A) restrictions imposed by applicable law;

     (B) contractual encumbrances or restrictions in effect on the Closing Date under any agreements related to any permitted renewal, extension or refinancing of any Indebtedness existing on the Closing Date that does not expand the scope of any such encumbrance or restriction;

     (C) any restriction on a Relevant Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Relevant Subsidiary pending the closing of such sale or disposition;

     (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business;

     (E) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

     (F) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

     (G) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

     (H) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

     (I) customary restrictions and conditions contained in any agreement relating to the sale of any asset permitted under Section 6.05 pending the consummation of such sale;

     (J) in the case of any Person that becomes a Relevant Subsidiary after the Closing Date, any agreement in effect at the time such Person so becomes a Relevant Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming such a Relevant Subsidiary; or

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     (K) restrictions imposed by any Permitted Junior Indebtedness consisting of unsecured senior Indebtedness that are substantially similar to restrictions set forth in this Agreement and in any case do not restrict the granting of Liens pursuant to the Security Documents.

          Section 6.10. Leverage Ratio. Beginning at the end of the first full fiscal quarter ending after the Closing Date, for any Test Period, permit the Leverage Ratio on the last day of any fiscal quarter, to be in excess of the Maximum Leverage Ratio then in effect.

          Section 6.11. Interest Coverage Ratio. Beginning at the end of the first full fiscal quarter after the Closing Date, for any Test Period, permit the Interest Coverage Ratio on the last day of any fiscal quarter to be less than 2.50:1.00.

          Section 6.12. Swap Agreements. Enter into any Swap Agreement, other than (a) Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Relevant Subsidiary is exposed in the conduct of its business or the management of its liabilities, and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Relevant Subsidiary, which in the case of each of clauses (a) and (b) are entered into for bona fide risk mitigation purposes and that are not speculative in nature.

ARTICLE VII
EVENTS OF DEFAULT

          Section 7.01. Events of Default. In case of the happening of any of the following events (“Events of Default”):

          (a) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished by the Borrower or any other Loan Party;

          (b) default shall be made in the payment of any principal of any Loan or the reimbursement with respect to any Revolving L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

          (c) default shall be made in the payment of any interest on any Loan or on any Revolving L/C Disbursement or in the payment of any Fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five (5) Business Days;

          (d) default shall be made in the due observance or performance by the Borrower or any of its Relevant Subsidiaries of any covenant, condition or agreement contained in (i) Section 5.01(a) (with respect to the Borrower), 5.05(a), 5.08, 5.10(d) or in Article VI;

          (e) default shall be made in the due observance or performance by the Borrower or any of its Relevant Subsidiaries of any covenant, condition or agreement of such Person contained in any Loan Document (other than those specified in paragraphs (b), (c) and (d) above) and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or any Lender to the Borrower;

          (f) (i) any event or condition occurs that (x) results in any Material Indebtedness becoming due prior to its scheduled maturity or (y) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (ii) the Borrower or any of its Relevant Subsidiaries shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;

          (g) there shall have occurred a Change in Control;

          (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Borrower or any of its Relevant Subsidiaries, or of a substantial part of the property or assets of the Borrower or any its Relevant Subsidiaries, taken as a whole, under Title 11 of the United States Code, as now constituted or hereafter amended or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Relevant Subsidiaries or for a substantial part of the property or assets of the Borrower or any of its Relevant Subsidiaries, taken as a whole, or (iii) the winding-up or liquidation of the Borrower or any of its Relevant Subsidiaries (except, in the case of any Relevant Subsidiary, in a transaction permitted by Section 6.05); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

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          (i) the Borrower or any of its Relevant Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (h) above, (iii) apply for, request or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Relevant Subsidiaries or for a substantial part of the property or assets of the Borrower or any of its Relevant Subsidiaries, taken as a whole, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due;

          (j) the failure by the Borrower or any of its Relevant Subsidiaries to pay one or more final judgments aggregating in excess of U.S. $20.0 million (net of any amounts which are covered by insurance or bonded), which judgments are not discharged or effectively waived or stayed for a period of 30 consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Borrower or any of its Relevant Subsidiaries to enforce any such judgment;

          (k) one or more ERISA Events shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

          (l) (i) any Loan Document shall for any reason be asserted in writing by the Borrower or any other Loan Party not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document and to extend to Collateral that is not immaterial to the Loan Parties on a consolidated basis shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected security interest (having the priority required by this Agreement or the relevant Security Document) in the securities, assets or properties covered thereby, except to the extent that (x) any such loss of perfection or priority results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreements or to file UCC continuation statements, (y) such loss is covered by a lender’s title insurance policy and the Administrative Agent shall be reasonably satisfied with the credit of such insurer or (z) any such loss of validity, perfection or priority is the result of any failure by the Collateral Agent or the Administrative Agent to take any action necessary to secure the validity, perfection or priority of the Liens or (iii) the Guarantees by any Loan Party of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by the Borrower or any other Loan Party or any other Person not to be in effect or not to be legal, valid and binding obligations;

          (m) (A) any Environmental Claim against the Borrower or any of its Relevant Subsidiaries, (B) any Liability of the Borrower or any of its Relevant Subsidiaries for any Release or threatened Release of Hazardous Materials or (C) any Liability of the Borrower or any of its Relevant Subsidiaries for any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any real property currently or formerly owned, leased or operated by any predecessor of the Borrower or any of its Relevant Subsidiaries, or any property at which the Borrower or any of its Relevant Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, (each, an “Environmental Event”) shall have occurred that, when taken together with all other Environmental Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

          (n) (i) default shall have occurred under any Gathering and Processing Document that could reasonably be expected to result in a Material Adverse Effect or (ii) any Gathering and Processing Documents shall have been terminated and in the reasonable judgment of the Borrower it is not possible to replace such agreement with a comparable agreement within a reasonable period of time (or, if shorter, such period of time as would prevent a Material Adverse Effect); or

          (o) HoldCo shall have failed to convert the Parent Subordinated Note into common equity units of the Borrower by the date that is sixty days after the Closing Date;

then, and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding and (iii) demand cash collateral pursuant to Section 2.05(j); and in any event described in paragraph (h) or (i) above, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable and the Administrative Agent shall be deemed to have made a demand for cash collateral to the full extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

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ARTICLE VIII
THE AGENTS

          Section 8.01. Appointment and Authority. (a) Each of the Lenders and the Issuing Banks hereby irrevocably appoints BNP Paribas to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

          (b) BNP Paribas shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Specified Swap Counterparty and a potential Cash Management Bank) and the Issuing Banks hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender or Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 8.12) as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents as if set forth in full herein with respect thereto.

          (c) Each of Bank of America, N.A. and Royal Bank of Canada is hereby appointed to act as a Syndication Agent.

          (d) Each of UBS Securities LLC and The Royal Bank of Scotland PLC are hereby appointed to act as a Co-Documentation Agent.

          (e) The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, any appointees thereof, the Lenders and the Issuing Banks, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

          Section 8.02. Rights as a Lender. Any Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender, and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include a Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

          Section 8.03. Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

          (a) shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

          (b) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law;

          (c) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity;

          (d) shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.08 and 7.01) or (ii) in the absence of its own gross negligence or willful misconduct;

          (e) shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; and

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          (f) shall be deemed to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to such Agent by the Borrower, a Lender or an Issuing Bank.

          Section 8.04. Reliance by Agents. Any Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Any Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or issuance of a Revolving Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, any Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless such Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or issuance of a Revolving Letter of Credit, as applicable. Any Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          Section 8.05. Delegation of Duties. Any Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Any Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

          Section 8.06. Resignation of the Agents. Any Agent may at any time give notice of its resignation to the Lenders, Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint a successor with the consent of the Borrower (not to be unreasonably withheld or delayed), which shall be a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States. During an Agent Default Period, the Borrower and the Required Lenders may remove the relevant Agent subject to the execution and delivery by the Borrower and the Required Lenders of removal and liability release agreements reasonably satisfactory to the relevant Agent, which removal shall be effective upon the acceptance of appointment by a successor as such Agent. Upon any proposed removal of an Agent during an Agent Default Period, the Required Lenders shall have the right to appoint a successor with the consent of the Borrower (not to be unreasonably withheld or delayed), which shall be a financial institution with an office in the United States, or an Affiliate of any such financial institution with an office in the United States. In the case of the resignation of an Agent, if no such successor shall have been so appointed by the Required Lenders and the Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security, as bailee, until such time as a successor Collateral Agent is appointed), (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders and the Borrower appoint a successor Administrative Agent as provided for above in this Section and (c) the Borrower and the Lenders agree that in no event shall the retiring Agent or any of its Affiliates or any of their respective officers, directors, employees, agents advisors or representatives have any liability to the Loan Parties, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article (including Section 8.12) and Section 9.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent.

          Section 8.07. Non-Reliance on the Agents, Other Lenders and Other Issuing Banks. Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender or Issuing Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Bank or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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          Section 8.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the Syndication Agent or the Co-Documentation Agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Agent, a Lender or an Issuing Bank hereunder.

          Section 8.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any federal, state or foreign bankruptcy, insolvency, receivership or similar law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

          (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Sections 2.12, 8.12, and 9.05) allowed in such judicial proceeding; and

          (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12, 8.12, and 9.05.

          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.

          Section 8.10. Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Specified Swap Counterparty) and each of the Issuing Banks irrevocably authorizes the Administrative Agent and the Collateral Agent to release guarantees, Liens and security interests created by the Loan Documents in accordance with the provisions of Section 9.18. Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing such Agent’s authority provided for in the previous sentence.

          Section 8.11. Secured Cash Management Agreements and Secured Swap Agreements. No Cash Management Bank or Specified Swap Counterparty that obtains the benefits of the Security Documents or any Collateral by virtue of the provisions hereof or of the Security Documents shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Swap Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Specified Swap Counterparty, as the case may be.

          Section 8.12. Indemnification. Each Lender and Issuing Bank agrees (i) to reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on its Commitments hereunder (or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of its applicable outstanding Loans) or portion of outstanding Revolving L/C Disbursements owed to it, as applicable) of any reasonable expenses incurred for the benefit of the Lenders and the Issuing Banks by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders and the Issuing Banks, which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower, provided that no Lender or Issuing Bank shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or wilful misconduct of the Administrative Agent or any of its directors, officers, employees or agents.

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          Section 8.13. Appointment of Supplemental Collateral Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations or other institutions to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Collateral Agent deems that by reason of any present or future law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Collateral Agent appoint an additional institution as a separate trustee, co-trustee, collateral agent, collateral sub-agent or collateral co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Collateral Agent” and collectively as “Supplemental Collateral Agents”).

          (b) In the event that the Collateral Agent appoints a Supplemental Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Collateral Agent, and (ii) the provisions of this Article and of Section 9.05 that refer to the Administrative Agent, the Collateral Agent or the Agents shall inure to the benefit of such Supplemental Collateral Agent and all references therein to the Administrative Agent, the Collateral Agent or the Agents shall be deemed to be references to the Administrative Agent, the Collateral Agent or the Agents and/or such Supplemental Collateral Agent, as the context may require.

          (c) Should any instrument in writing from any Loan Party be required by any Supplemental Collateral Agent so appointed by the Collateral Agent for more fully and certainly vesting in and confirming to it such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Collateral Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted by law, shall vest in and be exercised by the Collateral Agent until the appointment of a new Supplemental Collateral Agent.

          Section 8.14. Withholding. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender or Issuing Bank an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender or Issuing Bank by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender or Issuing Bank because the appropriate form was not delivered or was not properly executed or because such Lender or Issuing Bank failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender or Issuing Bank shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

          Section 8.15. Enforcement. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent or the Collateral Agent in accordance with Section 7.01 and the Security Documents for the benefit of all the Lenders and the Issuing Banks or Secured Parties, as applicable; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent or Collateral Agent, as applicable) hereunder and under the other Loan Documents, (b) any Lender or Issuing Bank from exercising setoff rights in accordance with Section 9.06 (subject to the terms of Section 2.18(c)), or (c) any Lender or Issuing Bank from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law; and provided, further, that if at any time there is no Person acting as the Administrative Agent or the Collateral Agent, as applicable, hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent or the Collateral Agent, as applicable, pursuant to Section 7.01 and the Security Documents, as applicable and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.18(c), any Lender or Issuing Bank may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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ARTICLE IX
MISCELLANEOUS

          Section 9.01. Notices. (a) Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

     (i) if to the Borrower, to Quicksilver Gas Services LP at 717 Texas Ave., Suite 3150, Houston, Texas 77002, fax: (832) 519-2250, e-mail: bmanias@crestwoodlp.com;

     (ii) if to the Administrative Agent, to BNP Paribas at 787 Seventh Avenue, New York, New York 10019, Attention: Dina Wilson; fax: 201-850-4020, e-mail: AGENCY_LS_SUPPORT@americas.bnpparibas.com;

     (iii) if to the Collateral Agent, to BNP Paribas at 787 Seventh Avenue, New York, New York 10019, Attention: Chris Lyons; fax: 713-659-6915, e-mail: chris.lyons@americas.bnpparibas.com; and

     (iv) if to an Issuing Bank or any Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to service of process, or to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent, the Collateral Agent and the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided further that approval of such procedures may be limited to particular notices or communications.

          (c) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or (to the extent permitted by paragraph (b) above) electronic means prior to 5:00 p.m. (New York time) on such date, or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.

          (d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

          Section 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower and the other Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank and shall survive the making by the Lenders of the Loans, the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such Persons or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or Revolving L/C Disbursement or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Revolving Letter of Credit is outstanding and so long as the Commitments have not been terminated. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Section 2.15, 2.17 and 9.05) shall survive the payment in full of the principal and interest hereunder, the expiration of the Letters of Credit and the termination of the Commitments or this Agreement.

          Section 9.03. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Agents and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the Borrower, each Issuing Bank, the Agents and each Lender and their respective permitted successors and assigns.

          Section 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Revolving Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Revolving Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section), the Lenders, the Agents, each Issuing Bank and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, each Issuing Bank, and the Lenders, and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

     (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or, if an Event of Default pursuant to Section 7.01(b), 7.01(c), 7.01(h) or 7.01(i) has occurred and is continuing, any other assignee (provided that any liability of the Borrower to an assignee that is an Approved Fund or Affiliate of the assigning Lender under Section 2.15 or 2.17 shall be limited to the amount, if any, that would have been payable hereunder by the Borrower in the absence of such assignment); and provided further that so long as no Event of Default has occurred and is continuing, the Borrower may withhold its consent if the costs or the taxes payable by the Borrower to the assignee under Section 2.15 or 2.17 shall be greater than they would have been to assignor;

     (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of an Incremental Term Loan to a Person that is a Lender, an Affiliate of a Lender or Approved Fund immediately prior to giving effect to such assignment;

     (C) in the case of any assignment of any Revolving Facility Commitment, each Issuing Lender; and

     (D) in the case of any assignment of any Revolving Facility Commitment, each Swingline Lender.

     (ii) Assignments shall be subject to the following additional conditions:

     (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, an assignment of the entire remaining amount of the assigning Lender’s Commitment or contemporaneous assignments to related Approved Funds that equal at least U.S. $2.5 million in the aggregate, the amount of the Commitment and/or Loans, as applicable, of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5.0 million and increments of U.S. $1.0 million in excess thereof unless the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default under paragraph (b), (c), (h) or (i) of Section 7.01 has occurred and is continuing;

     (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of a given Facility under this Agreement;

     (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance;

     (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any other administrative information that the Administrative Agent may reasonably request;

     (E) no such assignment shall be made to the Borrower or any of its Affiliates, or a Defaulting Lender; and

     (F) notwithstanding anything to the contrary herein, no such assignment shall be made to (x) a natural person or (y) GoldenTree Asset Management, LP or any of its Affiliates.

     For purposes of this Section 9.04(b), the term “Approved Fund” shall have the following meaning:

     “Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender.

     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender hereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.15, 2.16, 2.17 and 9.05). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall not be effective as an assignment hereunder.

     (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and Revolving L/C Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agents, each Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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     (v) The parties to each assignment shall execute and deliver to the Administrative Agent a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, any administrative information reasonably requested by the Administrative Agent (unless the assignee shall already be a Lender hereunder), any written consent to such assignment required by paragraph (b) of this Section, and the processing and recordation fee referred to above (unless waived as set forth above), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

          (c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and Revolving L/C Disbursements owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Agents, each Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) such Lender shall maintain a register on which it enters the name and address of each Participant and the principal amounts of each Participant’s interest in the Loans (or other rights or obligations) held by it, which entries shall be conclusive absent manifest error. Any agreement or instrument (oral or written) pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to exercise rights under and to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that (x) such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 9.04(a)(i) or clause (i) through (vii) of the first proviso to Section 9.08(b) that affects such Participant and (y) no other agreement (oral or written) in respect of the foregoing with respect to such Participant may exist between such Lender and such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits (and subject to the requirements and limitations) of Section 2.15, 2.16 and 2.17 to the same extent as if it were the Lender from whom it obtained its participation and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

     (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (which shall not be unreasonably withheld or delayed) and the Borrower may withhold its consent if a Participant would be entitled to require greater payment than the applicable Lender under such Sections. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 to the extent such Participant fails to comply with Section 2.17(e) as though it were a Lender.

          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and its promissory note, if any, to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto, and any such pledgee (other than a pledgee that is the Federal Reserve Bank) shall acknowledge in writing that its rights under such pledge are in all respects subject to the limitations applicable to the pledging Lender under this Agreement or the other Loan Documents.

          Section 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agents, the Joint Lead Arrangers and their respective Affiliates in connection with the preparation of this Agreement and the other Loan Documents, or by the Agents, the Joint Lead Arrangers and their respective Affiliates in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be consummated) or incurred by the Agents, the Joint Lead Arrangers and their respective Affiliates or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Latham & Watkins LLP, special New York counsel for the Agents and the Joint Lead Arrangers, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel (including the reasonable and documented allocated costs of internal counsel for the Agents, the Joint Lead Arrangers, any Issuing Bank or any Lender); provided, that, absent any conflict of interest, the Agents and the Joint Lead Arrangers shall not be entitled to indemnification for the fees, charges or disbursements of more than one counsel in each jurisdiction.

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          (b) The Borrower agrees to indemnify the Agents, the Joint Lead Arrangers, the Syndication Agents, the Co-Documentation Agents, each Issuing Bank, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of the Commitment Letter, this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby or thereby, (ii) the use of the proceeds of the Loans or the use of any Revolving Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Borrower, its Subsidiaries or any Indemnitee initiated or is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith, material breach of this Agreement or any of the Loan Documents or willful misconduct of such Indemnitee (treating, for this purpose only, any Agent, any Joint Lead Arranger, any Issuing Bank, any Lender and any of their respective Related Parties as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Event or Environmental Claim related in any way to the Borrower or any of its Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Real Property currently or formerly owned, leased or operated by the Borrower or any of its Subsidiaries or by any predecessor of the Borrower or any of its Subsidiaries, or any property at which the Borrower or any of its Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence, bad faith, material breach of this Agreement or any of the Loan Documents or willful misconduct of such Indemnitee or any of its Related Parties or would have arisen as against the Indemnitee regardless of this Agreement or any other Loan Document or any Borrowings hereunder. In no event shall any Indemnitee be liable to any Loan Party for any consequential, indirect, special or punitive damages. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of the Commitment Letter, this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, any Issuing Bank, any Joint Lead Arranger or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

          (c) This Section 9.05 shall not apply to Taxes.

          Section 9.06. Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of any Loan Party or any other Subsidiary that is not a Foreign Subsidiary, against any and all obligations of the Loan Parties, now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

          Section 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          Section 9.08. Waivers; Amendment. (a) No failure or delay of the Agents, any Issuing Bank or any Lender in exercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below,

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and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle such Person to any other or further notice or demand in similar or other circumstances.

          (b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall

     (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any Revolving L/C Disbursement, without the prior written consent of each Lender directly affected thereby; provided that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i);

     (ii) increase or extend the Commitment of any Lender or decrease the Commitment Fees or Revolving L/C Participation Fees or other fees payable to any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Defaults shall not constitute an increase in the Commitments of any Lender),

     (iii) extend any date on which any scheduled amortization payment in respect of any Incremental Term Loan or payment of interest on any Loan, Revolving L/C Disbursement or any Fees is due or reduce the amount of any scheduled amortization payment due with respect to any Incremental Term Loan on the date due, without the prior written consent of each Lender adversely affected thereby,

     (iv) amend or modify the provisions of Section 2.18(b) or (c) in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby,

     (v) extend the stated expiration date of any Revolving Letter of Credit beyond the Revolving Maturity Date, without the prior written consent of each Lender directly affected thereby,

     (vi) amend or modify the provisions of this Section or the definition of the terms “Required Lenders”, “Majority Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), and

     (vii) release all or substantially all the Collateral or release all or substantially all of the value of the Guarantees of the Subsidiary Loan Parties without the prior written consent of each Lender and Issuing Bank;

     provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, an Issuing Bank or a Swingline Lender hereunder or under the other Loan Documents without the prior written consent of such Administrative Agent, Collateral Agent, Issuing Bank or Swingline Lender, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender,

          (c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent and/or Collateral Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.

          (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Incremental Term Loans and the Revolving Facility Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

          (e) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Incremental Term Loans (“Refinanced Term Loans”) with a replacement “B” term loan tranche hereunder which shall be Loans hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such

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Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing.

          (f) Notwithstanding the foregoing, (i) technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Commitments on the terms and conditions provided for in Section 2.20 and (ii) any Loan Document may be amended, modified, supplemented or waived with the written consent of the Administrative Agent and the Borrower without the need to obtain the consent of any Lender if such amendment, modification, supplement or waiver is executed and delivered in order to cure an ambiguity, omission, mistake or defect in such Loan Document; provided that in connection with this clause (ii), in no event will the Administrative Agent be required to substitute its judgment for the judgment of the Lenders or the Required Lenders, and the Administrative Agent may in all circumstances seek the approval of the Required Lenders, the affected Lenders or all Lenders in connection with any such amendment, modification, supplement or waiver.

          Section 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate, provided that such excess amount shall be paid to such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation.

          Section 9.10. Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

          Section 9.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

          Section 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavour in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

          Section 9.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission or an electronic transmission of a PDF copy thereof shall be as effective as delivery of a manually signed original. Any such delivery shall be followed promptly by delivery of the manually signed original.

          Section 9.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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          Section 9.15. Jurisdiction; Consent to Service of Process. (a) Each of the Borrower, the Agents, the Issuing Bank and the Lenders hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. The Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement (other than Section 8.09) shall affect any right that any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any Loan Party or their properties in the courts of any jurisdiction.

          (b) Each of the Borrower, the Agents, the Issuing Banks and the Lenders hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          Section 9.16. Confidentiality. Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to the Borrower and its Subsidiaries and their respective Affiliates furnished to it by or on behalf of the Borrower or the other Loan Parties or such Subsidiary or Affiliate (other than information that (x) has become generally available to the public other than as a result of a disclosure by such party in breach of this Agreement, (y) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (z) was available to such Lender, such Issuing Bank or such Agent from a third party having, to such Person’s actual knowledge, no obligations of confidentiality to the Borrower or any of its Subsidiaries or any such Affiliate) and shall not reveal the same other than to its directors, trustees, officers, employees, agents and advisors with a need to know or to any Person that approves or administers the Loans on behalf of such Lender or Issuing Bank (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (i) to the extent necessary to comply with law or any legal process or the regulatory or supervisory requirements of any Governmental Authority (including bank examiners), the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (ii) as part of reporting or review procedures to Governmental Authorities (including bank examiners) or the National Association of Insurance Commissioners, (iii) to its parent companies, Affiliates or auditors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (iv) in connection with the exercise of any remedies under any Loan Document or in order to enforce its rights under any Loan Document in a legal proceeding, (v) to any prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such Person shall have been instructed to keep the same confidential in accordance with this Section 9.16 or on terms at least as restrictive as those set forth in this Section 9.16) and (vi) to any direct or indirect contractual counterparty in Swap Agreements or such contractual counterparty’s professional advisor (so long as each such contractual counterparty agrees to be bound by the provisions of this Section 9.16 or on terms at least as restrictive as those set forth in Section 9.16 and each such professional advisor shall have been instructed to keep the same confidential in accordance with this Section 9.16). If a Lender, an Issuing Bank or an Agent is requested or required to disclose any such information (other than to its bank examiners and similar regulators, or to internal or external auditors) pursuant to or as required by law or legal process or subpoena to the extent reasonably practicable, it shall give prompt notice thereof to the Borrower so that the Borrower may seek an appropriate protective order and such Lender, Issuing Bank or Agent will cooperate with the Borrower (or the applicable Subsidiary or Affiliate) in seeking such protective order.

          Section 9.17. Communications. (a) Delivery. (i) Each Loan Party hereby agrees that it will use all reasonable efforts to provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (B) relates to the payment of any principal or other amount due under this Agreement prior to 5:00 p.m. (New York time) on the scheduled date therefor, (C) provides notice of any Default or Event of Default under this Agreement or (D) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at the address referenced in Section 9.01(a)(ii). Nothing in this Section 9.17 shall prejudice the right of the Agents, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers or any Lender or Issuing Bank or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document.

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     (ii) Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform (as defined below) shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail address.

          (b) Posting. Each Loan Party further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Borrower hereby acknowledges that (i) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC” to the extent the Borrower determines that such Borrower Materials contain material non-public information with respect to the Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities laws.

          (c) Platform. The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent, the Collateral Agent or any of its or their affiliates or any of their respective officers, directors, employees, agents advisors or representatives (collectively, “Agent Parties”) have any liability to the Loan Parties, any Lender or Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s or the Collateral Agent’s transmission of communications through the internet, except to the extent the liability of any Agent Party is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Agent Party’s gross negligence or willful misconduct.

          Section 9.18. Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

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          Section 9.19. U.S.A. PATRIOT Act and Similar Legislation. Each Lender and Issuing Bank hereby notifies each Loan Party that pursuant to the requirements of the U.S.A. PATRIOT Act and similar legislation, as applicable, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each Loan Party and other information that will allow the Lenders to identify such Loan Party in accordance with such legislation. Each Loan Party agrees to furnish such information promptly upon request of a Lender. Each Lender shall be responsible for satisfying its own requirements in respect of obtaining all such information.

          Section 9.20. Judgment. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first mentioned currency with such other currency at the Administrative Agent’s principal office in New York, New York on the Business Day preceding that on which final judgment is given.

          Section 9.21. Pledge and Guarantee Restrictions. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary (including any provision that would otherwise apply notwithstanding other provisions or that is the beneficiary of other overriding language):

          (a) (i) no more than 65% of the issued and outstanding voting Equity Interests of (x) any Foreign Subsidiary of the Borrower or (y) any Subsidiary of the Borrower, substantially all of which Subsidiary’s assets consist of the Equity Interests in “controlled foreign corporations” under Section 957 of the Code, shall be pledged or similarly hypothecated to guarantee, secure or support any Obligation of any Loan Party; and

     (ii) no Foreign Subsidiary shall guarantee or support any Obligation of the Borrower; and

     (iii) any guarantee provided by any Domestic Subsidiary of the Borrower, substantially all of whose assets consist of the Equity Interests in “controlled foreign corporations” under Section 957 of the Code shall be without recourse to the 35% of the issued and outstanding voting Equity Interests held by such Domestic Subsidiary in Foreign Subsidiaries which, pursuant to clause (a)(i) above, are not required to be pledged by such Domestic Subsidiary; and

          (b) no Subsidiary shall guarantee or support any Obligation of any Loan Party if and to the extent that such guarantee or support would contravene the Agreed Security Principles.

     The parties hereto agree that any pledge, guaranty or security or similar interest made or granted in contravention of this Section 9.21 shall be void ab initio, but only to the extent of such contravention.

          Section 9.22. No Fiduciary Duty. Each Agent, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower and the other Loan Parties. The Borrower hereby agrees that subject to applicable law, nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and the Loan Parties, their equityholders or their Affiliates. The Borrower hereby acknowledges and agrees that (i) the transactions contemplated by the Loan Documents are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, (ii) in connection therewith and with the process leading to such transaction none of the Lenders is acting as the agent or fiduciary of any Loan Party, its management, equityholders, creditors or any other person, (iii) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised or is currently advising such Loan Party on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents, (iv) the Borrower and each other Loan Party has consulted its own legal and financial advisors to the extent it has deemed appropriate and (v) the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates and no Lender has an obligation to disclose any such interests to the Borrower or its Affiliates. The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

          Section 9.23. Application of Funds. After the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable), any amounts received by the Administrative Agent from the Collateral Agent pursuant to Section 5.02 of the Collateral Agreement and any other amounts received by the Administrative Agent on account of the Loan Document Obligations shall be applied by the Administrative Agent in the following order:

          (a) First, to payment of that portion of the Loan Document Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Joint Lead Arrangers, the Administrative Agent and the Collateral Agent) payable to the Joint Lead Arrangers, the Syndication Agent, the Co-Documentation Agent, the Administrative Agent and the Collateral Agent in their respective capacities as such;

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          (b) Second, to payment of that portion of the Loan Document Obligations constituting fees, indemnities and other amounts (other than principal, interest and Revolving L/C Participation Fees) payable to the Lenders and the Issuing Bank (including fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

          (c) Third, to payment of that portion of the Loan Document Obligations constituting accrued and unpaid Revolving L/C Participation Fees and interest on the Loans, Revolving L/C Exposure and other Obligations arising under the Loan Documents, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Third payable to them;

          (d) Fourth, to payment of that portion of the Loan Document Obligations constituting unpaid principal of the Loans and Revolving L/C Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Fourth held by them;

          (e) Fifth, to the Administrative Agent for the account of the Issuing Bank, to cash collateralize that portion of Revolving L/C Exposure comprised of the aggregate undrawn amount of Revolving Letters of Credit; and

          (f) Last, the balance, if any, after all of the Loan Document Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.05(j), amounts used to cash collateralize the aggregate undrawn amount of Revolving Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Revolving Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Revolving Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

QUICKSILVER GAS SERVICES LP, as Borrower
	By:	Quicksilver Gas Services GP LLC, its general partner

By:	/s/ William G. Manias
	Name:	William G. Manias
	Title:	Chief Financial Officer and secretary

[Signature Page to Credit Agreement — Opco]

BNP PARIBAS,         as Administrative Agent and Collateral Agent
By:	/s/ J. Christopher Lyons
	Name:	J. Christopher Lyons
	Title:	Managing Director
By:	/s/ Mark A. Cox
	Name:	Mark A. Cox
	Title:	Managing Director
BNP PARIBAS,        as Lender
By:	/s/ J. Christopher Lyons
	Name:	J. Christopher Lyons
	Title:	Managing Director
By:	/s/ Mark A. Cox
	Name:	Mark A. Cox
	Title:	Managing Director

Quicksilver — OpCo Credit Agreement

BANK OF AMERICA, N.A.,        as Lender
By:	/s/ Ronald E. Mckaig
	Name:	Ronald E. Mckaig
	Title:	Senior Vice President

Quicksilver — OpCo Credit Agreement

ROYAL BANK OF CANADA,        as Syndication Agent and Lender
By:	/s/ Jason S. York
	Name:	Jason S. York
	Title:	Authorized Signatory

Quicksilver — OpCo Credit Agreement

UBS AG, STAMFORD BRANCH,        as Lender
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director

Quicksilver — OpCo Credit Agreement

THE ROYAL BANK OF SCOTLAND PLC,        as Lender
By:	/s/ Stuart Gibson
	Name:	Stuart Gibson
	Title:	Director

Quicksilver — OpCo Credit Agreement

WELLS FARGO BANK, N.A.,        as Lender
By:	/s/ Shannan Townsend
	Name:	Shannan Townsend
	Title:	Managing Director

Quicksilver — OpCo Credit Agreement

BARCLAYS BANK PLC,        as Lender
By:	/s/ Ann E. Sutton
	Name:	Ann E. Sutton
	Title:	Director

Quicksilver — OpCo Credit Agreement

BANK OF MONTREAL,        as Lender
By:	/s/ Kevin Utsey
	Name:	Kevin Utsey
	Title:	Vice President

Quicksilver — OpCo Credit Agreement

CAPITAL ONE, N.A.,        as Lender
By:	/s/ Peter Shen
	Name:	Peter Shen
	Title:	Vice President

Quicksilver — OpCo Credit Agreement

COMERICA BANK,        as Lender
By:	/s/ Justin B. Crawford
	Name:	Justin B. Crawford
	Title:	Vice President

Quicksilver — OpCo Credit Agreement

REGIONS BANK,        as Lender
By:	/s/ Charles De Lacey
	Name:	Charles De Lacey
	Title:	Senior Vice President

Quicksilver — OpCo Credit Agreement

COMPASS BANK,        as Lender
By:	/s/ Greg Determann
	Name:	Greg Determann
	Title:	Senior Vice President

Quicksilver — OpCo Credit Agreement

SUMITOMO MITSUI BANKING CORPORATION,        as Lender
By:	/s/ Masakazu Hasegawa
	Name:	Masakazu Hasegawa
	Title:	General Manager

Quicksilver — OpCo Credit Agreement

U.S. BANK NATIONAL ASSOCIATION,        as Lender
By:	/s/ Monte E. Deckerd
	Name:	Monte E. Deckerd
	Title:	Senior Vice President

Quicksilver — OpCo Credit Agreement

ALLIED IRISH BANK, p.l.c.,        as Lender
By:	/s/ Vaughn Buck
	Name:	Vaughn Buck
	Title:	Director
By:	/s/ David O’Driscoll
	Name:	David O’Driscoll
	Title:	Assistant Vice President

Quicksilver — OpCo Credit Agreement

EXHIBIT A

FORM OF
ASSIGNMENT AND ACCEPTANCE

     This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert names of Assignee(s)] (the “Assignee[s]”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as may be amended from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Revolving Letters of Credit and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by the Assignor.

     1. Assignor: _______________________

     2. Assignee[s]: ______________________

     [and is an Affiliate/Approved Fund of [Identify Lender]]

     3. Administrative Agent: BNP Paribas.

     4. Credit Agreement: The Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF

A-1

AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents.

     5. Assigned Interest¹:

	Aggregate Amount		Percentage
	of Commitment/	Amount of	Assigned of
	Loans for all	Commitment/Loans	Commitment/
Facility Assigned	Lenders	Assigned	Loans*
[Revolving Facility Loan]				%
[Incremental Term Loan]				%

Effective Date: _____________, __, 20_. [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

1	Add additional table for each Assignee.
*	Calculate to 9 decimal places and show as a percentage of aggregate Loans of all Lenders in respect of the applicable Facility.

A-2

     The terms set forth in this Assignment and Acceptance are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE [NAME OF ASSIGNEE]2
By:
	Name:
	Title:

Consented³ to and accepted:

BNP PARIBAS, as Administrative Agent
By:
	Name:
	Title:
[Consented4 to:] [Issuing Lender]
By:
	Name:
	Title:

[Consented⁵ to:]

2	Add additional signature blocks if there is more than one Assignee.
3	Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement.
4	Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement.
5	Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement.

A-3

[Swingline Lender]
By:
	Name:
	Title:
[Consented6 to:] QUICKSILVER GAS SERVICES LP
By:
	Name:
	Title:

⁶ Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement.

A-4

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ACCEPTANCE

     1. Representations and Warranties.

     1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any Lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

     1.2 Assignee. [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.04 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (vi) attached to this Assignment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [each] Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender and, based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

     2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Assignee for amounts which have accrued from and after the Effective Date.

     3. General Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance; provided, however, that it shall be promptly followed by an original. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York.

2

EXHIBIT B

FORM OF PREPAYMENT NOTICE

BNP Paribas

as Administrative Agent
for the Lenders referred to below
787 Seventh Avenue
New York, New York 10019

Attention: [  ]

[Date]

Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings.

     The undersigned, QUICKSILVER GAS SERVICES LP, refers to the Credit Agreement, and hereby gives you notice that, pursuant to Section 2.11 of the Credit Agreement, the undersigned intends to make a prepayment of a Revolving Facility Borrowing in [ABR Loans or Eurodollar Loans], in the amount of $____________¹.

Very truly yours, QUICKSILVER GAS SERVICES LP
By:
	Name:
	Title:

¹ Please provide reasonably detailed calculation of the amount of prepayment.

B-1

EXHIBIT C-1

FORM OF
BORROWING REQUEST

BNP Paribas

as Administrative Agent [and Issuing Bank]
for the Lenders referred to below
787 Seventh Avenue
New York, New York 10019

Attention: [  ]

[Date]

Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent (the “Administrative Agent”), BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings.

     This notice constitutes a Borrowing Request of the Borrower and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby:

     For a Revolving Facility Borrowing or issuance of Revolving Letter of Credit,

(A)	Borrower [and Name of Account Party]1: _____________________
(B)	Aggregate or Face Amount of Borrowing: US$____________
(C)	Date of Borrowing (which shall be a Business Day): ____________
(D)	Type of Borrowing (ABR, Eurodollar, or Revolving Letter of Credit): ____________
(E)	Interest Period (if a Eurodollar Borrowing):2 ____________

1	If Borrower requests that a letter of credit be issued on behalf of another Loan Party.
2	Which must comply with the definition of “Interest Period” and end not later than the Revolving Facility Maturity Date.

C-1-1

(F)	[Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent] [Beneficiary (if a Revolving Letter of Credit)3]: ____________
(G)	Expiry date (if a Revolving Letter of Credit)4: _____________

     For [a Borrowing of Incremental Term Loans],

(A)	Aggregate Amount of Borrowing: US$____________
(B)	Type of Borrowing (ABR or Eurodollar): ____________
(C)	Interest Period (if a Eurodollar Borrowing):5 ____________
(D)	Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent: __________

3	Please specify name and address.
4	This date must be (A) unless the applicable Issuing Bank agrees to a later expiration date, the date one year after the date of issuance (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five Business Days prior to the Revolving Facility Maturity Date.
5	Which must comply with the definition of “Interest Period”.

C-1-2

     [We hereby certify that, on and as of the date hereof, no default or Event of Default has occurred or is continuing and the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects, with the same effect as though made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).⁶] [We hereby certify that, on and as of the Closing Date, the Specified Representations and Specified Acquisition Agreement Representations are true and correct in all material respects.⁷]

Very truly yours, QUICKSILVER GAS SERVICES LP
By:
	Name:
	Title:

6	To be included in Borrowing Requests after the Closing Date.
7	To be included in Borrowing Requests on the Closing Date.

C-1-3

EXHIBIT C-2

FORM OF
SWINGLINE BORROWING REQUEST

BNP Paribas

as Swingline Lender
for the Lenders referred to below
787 Seventh Avenue
New York, New York 10019

Attention: [  ]

[Date]

Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings.

     This notice constitutes a Swingline Borrowing Request and the Borrower hereby requests Borrowings under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowings requested hereby:

     Aggregate Amount of Borrowing: US$____________

     Date of Borrowing (which shall be a Business Day): _________________

Location and number of the Borrower’s account or any other account agreed upon by the Swingline Lender: ______________________

C-2-1

     We hereby certify that, on and as of the date hereof, no default or Event of Default has occurred or is continuing and the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects, with the same effect as though made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).¹

Very truly yours, QUICKSILVER GAS SERVICES LP
By:
	Name:
	Title:

¹ To be included in Borrowing Requests after the Closing Date.

C-2-2

EXHIBIT D

FORM OF
INTEREST ELECTION REQUEST

BNP Paribas

as Administrative Agent [and Issuing Bank]
for the Lenders referred to below
787 Seventh Avenue
New York, New York 10019

Attention: [  ]

[Date]

Ladies and Gentlemen:

     Reference is made to the Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings.

     This notice constitutes an Interest Election Request by the Borrower and the Borrower hereby requests a [conversion] [continuation] of [IDENTIFY BORROWING] pursuant to Section 2.07 of the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such conversion or continuation:

     For a Revolving Facility Borrowing,

(A)	Amount of initial Borrowing being converted1: US$____________
(B)	Effective Date (which shall be a Business Day): ____________
(C)	Type of Borrowing (ABR or Eurodollar)2: ____________
(D)	Interest Period (if a Eurodollar Borrowing):3 ____________

1	For conversions only. Please complete a separate form for each portion of the initial Borrowing being converted.
2	For conversions only.

D-1

     For a Borrowing of Incremental Term Loans,

(A)	Amount of Initial Borrowing being converted4: US$____________
(B)	Effective Date of resulting Borrowing (which shall be a Business Day): ____________
(C)	Type of resulting Borrowing (ABR or Eurodollar)5: ____________
(D)	Interest Period (if a Eurodollar Borrowing):6 ____________

Very truly yours, QUICKSILVER GAS SERVICES LP
By:
	Name:
	Title:

	(continued...)
3	For conversions and continuations of Eurodollar Borrowings. If the Borrower requests a Eurodollar Borrowing but does not specify an Interest Period, then the Interest Period shall be deemed to be of one month’s duration.
4	For conversions only. Please complete a separate form for each portion of the initial Borrowing being converted.
5	For conversions only.
6	For conversions and continuations. If the Borrower requests a Eurodollar Borrowing but does not specify an Interest Period, then the Interest Period shall be deemed to be of one month’s duration.

D-2

EXHIBIT E

FORM OF
COLLATERAL AGREEMENT

[SEPARATELY ATTACHED]

E-1

Exhibit E
Execution Version

GUARANTEE AND COLLATERAL AGREEMENT

dated and effective as of

October 1, 2010,

among

QUICKSILVER GAS SERVICES LP,

each
SUBSIDIARY GUARANTOR
identified herein,

and

BNP PARIBAS,
as Collateral Agent

TABLE OF CONTENTS

Page

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

i

ARTICLE 6
Indemnity, Subrogation and Subordination
Section 6.01 Indemnity and Subrogation	24
Section 6.02 Contribution and Subrogation	24
Section 6.03 Subordination	24
ARTICLE 7
Miscellaneous
Section 7.01 Notices	25
Section 7.02 Security Interest Absolute	25
Section 7.03 Binding Effect; Several Agreement	25
Section 7.04 Successors and Assigns	25
Section 7.05 Collateral Agent’s Fees and Expenses; Indemnification	25
Section 7.06 Collateral Agent Appointed Attorney-in-Fact	26
Section 7.07 Governing Law	27
Section 7.08 Waivers; Amendment	27
Section 7.09 Waiver of Jury Trial	27
Section 7.10 Severability	28
Section 7.11 Counterparts	28
Section 7.12 Headings	28
Section 7.13 Jurisdiction; Consent to Service of Process	28
Section 7.14 Termination or Release	28
Section 7.15 Additional Subsidiary Guarantors	29
Section 7.16 Reserved	29
Section 7.17 Credit Agreement	29
Section 7.18 Authority of Collateral Agent	29
Section 7.19 Other Secured Parties	30

Schedules
Schedule I	Pledged Stock and Pledged Debt Securities
Schedule II	Intellectual Property
Schedule III	Commercial Tort Claims
Exhibits
Exhibit I	Form of Supplement to the Guarantee and Collateral Agreement
Exhibit II	Form of Perfection Certificate
Exhibit III	Form of Intercompany Note
Exhibit IV	Form of Intellectual Property Short Form Security Agreement

ii

     GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of October 1, 2010 (this “Agreement”), among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (the “Borrower”), each Subsidiary Guarantor listed on the signature pages hereof under the caption “Subsidiary Guarantors” and each Subsidiary that shall, at any time after the date hereof, become a Subsidiary Guarantor pursuant to Section 7.15 hereof (each, a “Subsidiary Guarantor”), and BNP PARIBAS (“BNP”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).

     Reference is made to the Credit Agreement dated as of October 1, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), BNP, as Administrative Agent and Collateral Agent, Banc of America Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as Joint Lead Arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as Syndication Agents, and UBS Securities LLC and The Royal Bank of Scotland PLC, as Co- Documentation Agents.

     The Lenders have agreed to extend credit to the Borrower, the counterparties to the Secured Swap Agreements will enter into the Secured Swap Agreements and the counterparties to the Secured Cash Management Agreements will enter into the Secured Cash Management Agreements, in each case on and subject to the terms and conditions set forth in the Credit Agreement, such Secured Swap Agreements and such Secured Cash Management Agreements, as applicable. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement and the counterparties to the Secured Swap Agreements and the Secured Cash Management Agreements will become Secured Parties hereunder upon entering into the Secured Swap Agreements and Secured Cash Management Agreements, respectively. Each Guarantor is a Subsidiary of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement, from the Secured Swap Agreements and from the Secured Cash Management Agreements, if applicable, and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit, the counterparties to the Secured Swap Agreements to enter into the Secured Swap Agreements and the counterparties to the Secured Cash Management Agreements to enter into the Secured Cash Management Agreements. Accordingly, the parties hereto agree as follows:

ARTICLE 1
Definitions

     Section 1.01 Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein (and if defined in more than one article of the New York UCC, shall have the meaning given in Article 8 or 9 thereof).

     (b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

     Section 1.02 Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

     “Article 9 Collateral” has the meaning assigned to such term in Section 4.01.

     “Collateral” means Article 9 Collateral and Pledged Collateral.

Guarantee and Collateral Agreement

     “Copyrights” means all of the following: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country or group of countries, whether as author, assignee, transferee or otherwise including but not limited to copyrights in software and all rights in and to databases, all designs (including but not limited to industrial designs, Protected Designs within the meaning of 17 U.S.C. 1301 et. seq. and European Community designs), and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and (b) all registrations and applications for registration of any such copyright in the United States or any other country or group of countries, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office listed on Schedule II and (c) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof.

     “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

     “Federal Securities Laws” has the meaning assigned to such term in Section 5.04.

     “Foreign Jurisdiction” mans any jurisdiction other than the United States of America. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “General Intangibles” means all “General Intangibles” as defined in the New York UCC, including all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Agreements, Cash Management Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises and tax refund claims.

     “Grantor Intellectual Property” means all Intellectual Property now owned or hereafter acquired by any Grantor.

     “Grantor” means the Borrower and each Subsidiary Guarantor.

     “Guarantors” means each Subsidiary Guarantor listed on the signature pages hereof under the caption “Subsidiary Guarantors” and, with respect to any Secured Obligations in respect of Secured Cash Management Agreements, the Borrower and each Subsidiary Guarantor.

     “Intellectual Property” means all Patents, Copyrights, Trademarks, IP Agreements, trade secrets, trade names, domain names, and all inventions, designs, confidential or proprietary technical and business information, know-how, show-how and other proprietary data or information and all related documentation.

     “Intercompany Note” means a promissory note substantially in the form of Exhibit III.

     “IP Agreements” means all agreements granting to or receiving from a third party any rights to Intellectual Property to which any Grantor, now or hereafter, is a party.

     “Material Pledged Debt Securities” has the meaning assigned to such term in Section 3.01.

     “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

Guarantee and Collateral Agreement

2

     “Patents” means all of the following: (a) all letters patent of the United States or the equivalent thereof in any other country or group of countries, and all applications for letters patent of the United States or the equivalent thereof in any other country or group of countries, including those listed on Schedule II, (b) all reissues, continuations, divisions, continuations-in-part or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein and (c) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof.

     “Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the general partner of the Borrower.

     “Pledged Collateral” has the meaning assigned to such term in Section 3.01.

     “Pledged Debt Securities” has the meaning assigned to such term in Section 3.01.

     “Pledged Securities” means Security Certificates or instruments now or hereafter included in the Pledged Collateral.

     “Pledged Stock” has the meaning assigned to such term in Section 3.01.

     “Secured Obligations” means the Obligations.

     “Secured Parties” means (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) each Issuing Bank, (e) each Specified Swap Counterparty, (f) each Cash Management Bank, (g) the beneficiaries of each indemnification or reimbursement obligation undertaken by any Loan Party under any Loan Document and (h) the successors and permitted assigns of each of the foregoing.

     “Security Interest” has the meaning assigned to such term in Section 4.01.

     “Subsidiary Guarantor” has the meaning assigned to such term in the preliminary statement of this Agreement.

     “Trademarks” means all of the following: (a) all domestic and foreign trademarks, service marks, corporate names, company names, business names, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now owned or hereafter adopted or acquired, all registrations thereof, if any, including all registration and recording applications filed in connection therewith in the United States Patent and Trademark Office listed on Schedule II and all renewals thereof, including those listed on Schedule II (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), (b) all goodwill associated therewith or symbolized thereby and (c) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill.

     “UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect in the applicable jurisdiction.

Guarantee and Collateral Agreement

3

ARTICLE 2
Guarantee

     Section 2.01 Guarantee. Each Guarantor absolutely, irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Secured Obligations. Each Guarantor further agrees that the Secured Obligations may be extended, modified, substituted, amended or renewed, in whole or in part, without notice to or further assent from it (except in cases where the Guarantor is a party to the agreement giving rise to the Secured Obligation being extended, modified, substituted, amended or renewed and such notice or assent is required by such agreement), and that it will remain bound upon its guarantee notwithstanding any extension, modification, substitution, amendment or renewal of any Secured Obligation. Each Guarantor unconditionally and irrevocably waives notice of nonperformance, acceleration, presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Secured Obligations, and also waives notice of acceptance of or reliance on its guarantee and notice of protest for nonpayment. For the avoidance of doubt, any Subsidiary of the Borrower that is not organized under the laws of the United States and that is a “controlled foreign corporation” under Section 957 of the Code shall not guarantee or support any Obligation of the Borrower.

     Section 2.02 Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Secured Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other Person.

     Section 2.03 No Limitations, etc. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided for in Section 7.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by:

     (i) the failure of the Administrative Agent, the Collateral Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document or otherwise;

     (ii) the creation of any Secured Obligation and any rescission, waiver, amendment, restatement, supplement or modification of, or any release from any of the terms or provisions of, any Loan Document, any Secured Swap Agreement, any Secured Cash Management Agreement or any other agreement, including with respect to (x) any of the foregoing that extends the maturity of, or increases the amount of, any Secured Obligations and (y) any other Guarantor under this Agreement;

     (iii) the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any Collateral or any other collateral securing the Secured Obligations;

Guarantee and Collateral Agreement

4

     (iv) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations;

     (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Secured Obligations);

     (vi) any illegality, lack of validity or enforceability of any Secured Obligation;

     (vii) any change in the corporate existence, structure or ownership of the Borrower or any other Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Loan Party or the Borrower’s or any other Loan Party’s assets or any resulting release or discharge of any Secured Obligation;

     (viii) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Borrower or any other Loan Party, the Collateral Agent, or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by separate suit or compulsory counterclaim; or

     (ix) any other circumstance (including without limitation, the expiration of any statute of limitations) or any existence of or reliance on any representation by the Collateral Agent or any other Person that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any other Guarantor (including such Guarantor) or any other guarantor or surety.

Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof, subject to the terms hereof, in their sole discretion and to release or substitute any one or more other guarantors or obligors upon or in respect of the Secured Obligations, all without affecting the obligations of any Guarantor hereunder. Each Guarantor acknowledges that its guarantee is continuing in nature and applies to all Secured Obligations, whether existing now or in the future. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents, the Secured Swap Agreements and the Secured Cash Management Agreements and that the waivers set forth in this Article 2 are knowingly made in contemplation of such benefits.

     (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Secured Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Secured Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or

Guarantee and Collateral Agreement

5

subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

     Section 2.04 Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise.

     Section 2.05 Agreement to Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Secured Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article 6.

     Section 2.06 Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition and assets of the Borrower and each other Loan Party, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

     Section 2.07 Reliance; Demands. The Secured Obligations, and each of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Article 2. All dealings between the Borrower and any of the other Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Article 2. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any other Guarantor or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

     Section 2.08 Maximum Liability. Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor in its capacity as such hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 6.02).

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     Section 2.09 Payments Free and Clear of Taxes, etc. Any and all payments made by any Guarantor under or in respect of this Agreement or any other Loan Document shall be made in accordance with Section 2.17 of the Credit Agreement.

ARTICLE 3
Pledge of Securities

     Section 3.01 Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a) all Equity Interests directly owned by it as of the Closing Date and any other Equity Interests directly owned in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that Pledged Stock shall include the interests listed on Schedule I; (b)(i) any presently owned or hereafter acquired debt for borrowed money consisting of or evidenced by certificated securities or instruments and (ii) the promissory notes and any other instruments, if any, evidencing such debt for borrowed money (collectively, clauses (b)(i) and (b)(ii) shall be referred to herein as the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall include the debt securities and instruments listed on Schedule I; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above; (d) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”).

     TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in, and “Pledged Collateral” shall not include, any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a security interest in such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (c) other than as required pursuant to Section 3.02(e) hereof, no Grantor shall be required to take any action with respect to the perfection of security interests in security accounts (including entering into control agreements).

     Section 3.02 Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, any and all Pledged Securities evidencing Pledged Stock and any and all Pledged Debt Securities having an aggregate principal amount in excess of U.S. $5.0 million (other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries) (“Material Pledged Debt Securities”) to the extent such Material Pledged Debt Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02.

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     (b) Each Grantor will cause any Material Pledged Debt Securities owed to such Grantor by any Person to be evidenced by a duly executed promissory note, including the Intercompany Note, that is pledged and delivered to the Collateral Agent for the ratable benefit of the Secured Parties, pursuant to the terms hereof. To the extent any such promissory note is a demand note, each Grantor party thereto agrees, if requested by the Collateral Agent, to immediately demand payment thereunder upon and during the continuance of an Event of Default specified under Sections 7.01(b), (c), (f), (h) or (i) of the Credit Agreement.

     (c) Upon delivery to the Collateral Agent, (i) any Material Pledged Debt Securities and all other Pledged Securities required to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents (including issuer acknowledgments in respect of uncertificated securities) as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

     (d) With respect to any Pledged Stock that is an “uncertificated security ” (as defined in the New York UCC), each Grantor agrees (x) promptly in the case of any Grantor who becomes a party hereto pursuant to Section 7.15 or (y) otherwise within 30 days from the date any Grantor first acquires Pledged Stock that is an “uncertificated security” (as defined in the New York UCC) or from the date that any Pledged Stock otherwise becomes an “uncertificated security” (as defined in the New York UCC), to cause the Collateral Agent, for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(c)(2) of the New York UCC) over such uncertificated securities by causing the issuer of such uncertificated security to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the issuer agrees to comply with all instructions of the Collateral Agent relating to such uncertificated securities without further consent of the Grantor. Each delivery of a control agreement with respect to uncertificated securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral. Each schedule so delivered shall supplement any prior schedules so delivered.

     (e) Notwithstanding sub-paragraphs (a) and (d) above, with respect to any Pledged Stock in which the Grantor holds its interest in the form of a security entitlement, each Grantor agrees (x) promptly in the case of any Grantor who becomes a party hereto pursuant to Section 7.15 or (y) otherwise within 30 days from the date any Grantor first acquires Pledged Stock held in the form of a security entitlement or from the date that any Pledged Stock otherwise becomes held by a Grantor in the form of a security entitlement, to cause the Collateral Agent, for the ratable benefit of the Secured Parties, to have “control” (within the meaning of Section 8-106(d)(2) of the New York UCC) over such security entitlement by causing the applicable securities intermediary to enter into an agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the securities intermediary agrees to comply with all entitlement orders of the Collateral Agent relating to such security entitlement without further consent of the Grantor. Each delivery of a control agreement with respect to security entitlements shall be accompanied by a schedule describing the securities underlying such security entitlements, which

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schedule shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral. Each schedule so delivered shall supplement any prior schedules so delivered.

     (f) Notwithstanding anything herein to the contrary, the Collateral Agent shall not issue instructions or entitlement orders (in each case as such term is used in the New York UCC) to a bank, securities intermediary or issuer of Pledged Collateral or other party to any control agreement (including any securities account control agreement or agreement of an issuer of Pledged Collateral of the type contemplated by Sections 3.02(d) and (e)) entered into pursuant to the terms of the Loan Documents, unless an Event of Default has occurred and is continuing.

     Section 3.03 Representations, Warranties and Covenants. The Grantors, jointly and severally, represent, warrant and covenant to and with the Collateral Agent, for the ratable benefit of the Secured Parties, that:

     (a) Schedule I correctly sets forth the (x) name and jurisdiction of each issuer of, and the ownership interest (including percentage owned and number of shares or units) of each Grantor in, the Pledged Stock and (y) amount and obligor under the Pledged Debt Securities;

     (b) each Grantor has good and valid rights in and good and marketable title to the Pledged Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Pledged Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained;

     (c) the Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of the Borrower, to each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a Person that is not a Subsidiary of the Borrower, to each Grantor’s knowledge) are legal, valid and binding obligations of the issuers thereof;

     (d) except for the security interests granted hereunder, each Grantor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral indicated on Schedule I as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens arising by operation of law, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens arising by operation of law and (iv) subject to the rights of such Grantor under the Loan Documents to dispose of Pledged Collateral, will, at its own expense, take any and all actions necessary to defend title to the Pledged Collateral against all Persons and to defend the security interest of the Collateral Agent, for the ratable benefit of the Secured Parties, in the Pledged Collateral against any Lien and the priority thereof against any Lien (other than Liens arising by operation of law);

     (e) except for restrictions and limitations imposed by the Loan Documents or otherwise permitted to exist pursuant to the terms of the Credit Agreement, and to the extent applicable, laws of any applicable Foreign Jurisdiction with respect to Pledged Collateral pledged after the Closing Date and securities laws generally, (i) the Pledged Collateral is and will continue to be freely transferable and assignable and (ii) none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might

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prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

     (f) each Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

     (g) except, to the extent applicable, for consents or approvals required by the laws of any applicable Foreign Jurisdiction with respect to Pledged Collateral pledged after the Closing Date, no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

     (h) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, in accordance with this Agreement, and, with respect to any other Pledged Collateral, upon the earlier to occur of (x) the filing of the financing statements referred to in Section 4.02(c) or (y) the taking of the actions to provide the Collateral Agent with control as contemplated by Sections 3.02(d) and 3.02(e), the Collateral Agent will obtain, for the ratable benefit of the Secured Parties, a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities and such other Pledged Collateral as security for the payment and performance of the Secured Obligations under the New York UCC, subject to Liens arising by operation of law;

     (i) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured Parties, the rights of the Grantors in the Pledged Collateral as set forth herein, subject, to the extent applicable, to consents or approvals required by laws of any applicable Foreign Jurisdiction with respect to Pledged Collateral pledged after the Closing Date; and

     (j) as of the date hereof, each interest in any limited liability company or limited partnership that is Pledged Collateral (i) is not dealt in or traded on securities exchanges or in securities markets, (ii) is not an “investment company security” (as defined in Section 8-103(b) of the New York UCC) and (iii) does not provide, in the related limited liability company, partnership or operating agreement, certificates, if any, representing such Pledged Collateral or otherwise, that they are securities governed by the Uniform Commercial Code of any jurisdiction.

     Section 3.04 Status as “Securities” of Limited Liability Company and Limited Partnership Interests under Article 8. Each Loan Party hereby covenants and agrees that, without the prior express written consent of the Collateral Agent, it will not agree to any election by any such limited partnership or limited liability company to treat such limited partnership interests or limited liability company interests as securities governed by the Uniform Commercial Code of any jurisdiction unless it promptly notifies the Collateral Agent of such election and takes such action required to establish the Collateral Agent’s “control” (within the meaning of Section 8-106 of the New York UCC) over such Pledged Collateral as required pursuant to Section 3.02.

     Section 3.05 Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent). Each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor. If an Event of Default shall have occurred and be

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continuing, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement and the other Loan Documents. Each Grantor shall use its commercially reasonable efforts to cause any Person that is not a party to this Agreement to comply with a request by the Collateral Agent, pursuant to this Section 3.05, to exchange certificates representing Pledged Securities of such Person for certificates of smaller or larger denominations.

     Section 3.06 Voting Rights; Dividends And Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

     (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Collateral, the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

     (ii) The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

     (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent, for the ratable benefit of the Secured Parties, and shall be forthwith delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral Agent).

     (b) Upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the relevant Grantors of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested, for the ratable benefit of the Secured Parties, in the Collateral Agent which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust

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for the benefit of the Collateral Agent, for the ratable benefit of the Secured Parties, and shall be forthwith delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

     (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the relevant Grantors of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the ratable benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, each Grantor shall have the right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

ARTICLE 4
Security Interests in Personal Property

     Section 4.01 Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

     (i) all Accounts;

     (ii) all Chattel Paper;

     (iii) all cash, Money and Deposit Accounts;

     (iv) all Documents;

     (v) all Equipment;

     (vi) all Fixtures; (vii) all General Intangibles;

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     (viii) all Instruments;

     (ix) all Intellectual Property;

     (x) all Inventory;

     (xi) all Investment Property;

     (xii) all Letter-of-Credit Rights;

     (xiii) all Commercial Tort Claims with respect to the matters described on Schedule III as such Schedule may be supplemented from time to time;

     (xiv) all other Goods and other property not otherwise described above (except for any property specifically excluded from any clause of this section, and any property specifically excluded from any defined term used in any clause of this section);

     (xv) all books and records pertaining to the Article 9 Collateral; and

     (xvi) to the extent not otherwise included, all Proceeds, Supporting Obligations and Products of any and all of the foregoing and all collateral given by any Person with respect to any of the foregoing.

Notwithstanding anything to the contrary in this Agreement, (a) this Section 4.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Pledged Collateral pursuant to Section 3.01) in, and “Article 9 Collateral” shall not include, any Excluded Assets, (b) this Section 4.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Pledged Collateral pursuant to Section 3.01) in any asset or property to the extent such grant of a security interest in such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (c) no Grantor shall be required to take any action with respect to the perfection of security interests in motor vehicles, cash or assets in deposit accounts (including entering into control agreements).

     (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including Fixture filings with respect to Fixtures situated on real property (regardless of whether such real property is owned by a Loan Party or is owned by a Person other than a Loan Party)), continuation statements, or other filings and recordings, with respect to the Article 9 Collateral and any other collateral pledged hereunder or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, or such other information as may be required under applicable law including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) in the case of Fixtures, if required, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as the Collateral Agent may reasonably determine is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral or other collateral granted under this Agreement, including describing such property as “all assets” or “all property.” Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

     The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other

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country) such documents executed by any Grantor as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

     (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

     Section 4.02 Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

     (a) Each Grantor has good and valid rights and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained and is in full force and effect.

     (b) This Agreement has been duly executed and delivered by each Grantor (in its capacities as Grantor and Guarantor) and constitutes a legal, valid and binding obligation of such Grantor in such capacities enforceable against each such Grantor in such capacities in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

     (c) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete, in all material respects, as of the Closing Date. Uniform Commercial Code financing statements (including Fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Article 9 Collateral have been prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Sections I and II of the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.10 of the Credit Agreement), and constitute all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to publish notice of or perfect the Security Interest in Article 9 Collateral consisting of United States registrations and applications for Patents, Trademarks and Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements or amendments. To the extent that a Grantor has Article 9 Collateral consisting of Intellectual Property set forth on Schedule II hereof (as such Schedule is updated from time to time), each Grantor represents and warrants that a fully executed agreement in the form of Exhibit IV hereof (or a short form hereof which form shall be reasonably acceptable to the Collateral Agent) containing a description of all Article 9 Collateral consisting of Intellectual Property with respect to United States registrations and applications for Patents, Trademarks and Copyrights has been delivered to the Collateral Agent for recording with the United States Patent and Trademark Office and the United

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States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and reasonably requested by the Collateral Agent, to establish (in the case of registered Copyrights) a valid and perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, and to provide notice to third parties of the security interest created hereby (in the case of registered Patents and Trademarks) in respect of all Article 9 Collateral consisting of such Intellectual Property in which a security interest may be perfected or protected by recording with the United States Patent and Trademark Office and the United States Copyright Office, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect or protect the Security Interest with respect to any Article 9 Collateral consisting of registrations and applications for Patents, Trademarks and Copyrights acquired or developed after the date hereof).

     (d) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations under the New York UCC, (ii) subject to the filings described in Section 4.02(c), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) to the extent that a Grantor has Article 9 Collateral consisting of Intellectual Property set forth on Schedule II hereof (as such Schedule is updated from time to time), a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of a fully executed agreement substantially in the form of Exhibit IV hereto with the United States Copyright Office. The Security Interest shall be prior to any other Lien on any of the Article 9 Collateral other than, in the case of Article 9 Collateral other than Pledged Collateral, Prior Liens and, in the case of Pledged Collateral, Liens arising by operation of law.

     (e) The Article 9 Collateral (other than the Pledged Collateral) is owned by the Grantors free and clear of any Lien, other than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement, and the Article 9 Collateral consisting of Pledged Collateral is owned by the Grantors free and clear of any Lien, other than Liens in favor of the Collateral Agent and Liens arising by operation of law. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code (including the New York UCC) in any applicable jurisdiction or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, as expressly permitted pursuant to Section 6.02 of the Credit Agreement.

     (f) None of the Grantors holds any Commercial Tort Claim individually in excess of U.S. $5.0 million except as indicated on Schedule IV hereto, as such schedule may be updated or supplemented from time to time.

     (g) All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

     (h) As to itself and its Intellectual Property, except to the extent not reasonably expected to have a Material Adverse Effect:

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     (i) The operation of such Grantor’s business as currently conducted and the use of the Grantor Intellectual Property in connection therewith do not infringe, misappropriate or otherwise violate the intellectual property rights of any third party.

     (ii) Such Grantor owns or has the right to use the Grantor Intellectual Property.

     (iii) The Intellectual Property set forth on Schedule II hereto includes all of the patents, patent applications, domain names, trademark registrations and applications and copyright registrations owned by such Grantor.

     (iv) The Grantor Intellectual Property has not been abandoned and has not been adjudged invalid or unenforceable in whole or part.

     Section 4.03 Covenants. (a) Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name, (ii) in its identity or type of organization or corporate structure, (iii) in its Federal Taxpayer Identification Number or organizational identification number or (iv) in its jurisdiction of organization. Each Grantor agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the immediately preceding sentence. Each Grantor agrees not to effect or permit any change referred to in the first sentence of this paragraph (a) unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Article 9 Collateral, for the ratable benefit of the Secured Parties. Each Grantor agrees promptly to notify the Collateral Agent if any material portion of the Article 9 Collateral owned or held by such Grantor is damaged or destroyed.

     (b) Subject to the rights of such Grantor under the Loan Documents to dispose of Collateral, each Grantor shall, at its own expense, take any and all actions necessary to defend title to the Article 9 Collateral (other than the Pledged Collateral) against all Persons and to defend the Security Interest of the Collateral Agent, for the ratable benefit of the Secured Parties, in the Article 9 Collateral (other than the Pledged Collateral) against any Lien and the priority thereof against any Lien (other than Prior Liens).

     (c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including Fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of U.S. $5.0 million shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

     Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II or adding additional schedules hereto to specifically identify any asset or item that may constitute a registration or application for any Copyrights, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 30 days after it has been notified by the Collateral Agent of the specific identification of such Article 9 Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Article 9 Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and

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correct with respect to such Article 9 Collateral within 30 days after the date it has been notified by the Collateral Agent of the specific identification of such Article 9 Collateral.

     (d) After the occurrence of an Event of Default and during the continuance thereof, the Collateral Agent shall have the right to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third Person, by contacting Account Debtors or the third Person possessing such Article 9 Collateral for the purpose of making such a verification. The Collateral Agent shall have the right to share any information it gains from such inspection or verification with any Secured Party.

     (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, such Grantor shall not be obligated to reimburse Collateral Agent with respect to any Article 9 Collateral consisting of Intellectual Property which any Grantor has failed to maintain or pursue, or otherwise has allowed to lapse, terminate or put in the public domain, in accordance with Section 4.05(h) and provided, however, that nothing in this Section 4.03(e) shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance of the Collateral as set forth herein or in the other Loan Documents.

     (f) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable for the observance and performance of all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to or constituting Article 9 Collateral and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

     (g) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as expressly permitted by the Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral and each Grantor shall remain at all times in possession of the Article 9 Collateral owned by it, except as permitted by the Credit Agreement.

     (h) None of the Grantors will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with prudent business practices or as otherwise permitted by the Credit Agreement.

     (i) Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance covering the Article 9 Collateral, endorsing the name of such Grantor on any check, draft, instrument or other item of payment

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for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required by the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this Section 4.03(i), including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

     Section 4.04 Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, for the ratable benefit of the Secured Parties, the Collateral Agent’s security interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

     (a) Instruments and Tangible Chattel Paper. If any Grantor shall at any time hold or acquire any Instruments or Tangible Chattel Paper evidencing an amount in excess of U.S. $5.0 million, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

     (b) Cash Accounts. No Grantor shall grant control of any deposit account to any Person other than the Collateral Agent and the bank with which the deposit account is maintained.

     (c) Investment Property. Except to the extent otherwise provided in Article 3, if any Grantor shall at any time hold or acquire any certificated security, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. If any security now or hereafter acquired by any Grantor that is part of the Article 9 Collateral is uncertificated and is issued to such Grantor or its nominee directly by the issuer thereof, then such Grantor shall promptly notify the Collateral Agent in writing upon the occurrence of such issuance, and upon the Collateral Agent’s reasonable request and following the occurrence of an Event of Default, such Grantor shall promptly pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such security, without further consent of any Grantor or such nominee, or (ii) cause the issuer to register the Collateral Agent as the registered owner of such security.

     (d) Letter of Credit Rights. If any Grantor is at any time a beneficiary under letters of credit now or hereafter issued in favor of such Grantor, other than those that together collectively have a face amount of less than U.S.$5.0 million, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, use commercially reasonable efforts to either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.

     (e) Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed U.S. $5.0 million, such Grantor shall promptly notify the

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Collateral Agent thereof in a writing signed by such Grantor, including a summary description of such claim, and grant to the Collateral Agent in writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

     Section 4.05 Covenants Regarding Patent, Trademark and Copyright Collateral. Except to the extent not reasonably expected to have a Material Adverse Effect:

     (a) Each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Grantor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as reasonably necessary and sufficient to establish and preserve its rights under applicable patent laws.

     (b) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark reasonably necessary to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark consistent with the quality of such products and services as of the date hereof, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service mark as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights.

     (c) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material Copyright reasonably necessary to the normal conduct of such Grantor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws.

     (d) Each Grantor shall notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the normal conduct of such Grantor’s business may imminently become abandoned, lost or dedicated to the public other than by expiration, or of any materially adverse determination or development, excluding office actions and similar determinations in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Grantor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same.

     (e) Each Grantor, either itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on a quarterly basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed during the preceding quarter, and (ii) on a quarterly basis, to the extent that there are applications of the type referenced in clause (i) above, execute and deliver an agreement substantially in the form of Exhibit IV hereto to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright.

     (f) Each Grantor shall exercise its reasonable business judgment consistent with past practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and prosecuting each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Grantor’s business and to

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maintain (i) each issued Patent and (ii) the registrations of each Trademark and each Copyright in each case that is material to the normal conduct of such Grantor’s business, including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

     (g) In the event that any Grantor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Collateral Agent and shall, if such Grantor deems it necessary in its reasonable business judgment, promptly contact such third party, and if necessary in its reasonable business judgment, sue and recover damages, and take such other actions as are reasonably appropriate under the circumstances.

     (h) Nothing in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

ARTICLE 5
Remedies

     Section 5.01 Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers thereunder cannot be obtained and subject to the provisos set forth in Section 5.03) and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, upon the occurrence and during the continuance of an Event of Default, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized in connection with any sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to Persons who represent and agree that they are purchasing such security for their own account, for investment, and not with a view to the distribution or sale thereof. Upon consummation of any such sale of Collateral pursuant to this Section 5.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives and releases (to the extent permitted by law) all rights of

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redemption, stay, valuation and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

     The Collateral Agent shall give the applicable Grantors at least 10 Business Days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon notice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 5.01, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (subject to the Collateral Agent’s consent) make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

     Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any external attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.

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     Section 5.02 Application of Proceeds. The Collateral Agent shall promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as well as any Collateral consisting of cash, and the proceeds of any property insurance policy or other insurance policy received by the Collateral Agent as follows:

     FIRST, to the payment of all costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

     SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of the Secured Obligations owed to them on the date of any such distribution, it being understood that with respect to any distributions to the Lenders, Issuing Banks or the Agents, the amounts so applied shall be distributed to the Administrative Agent to be applied in accordance with Section 9.23 of the Credit Agreement); and

     THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

     Section 5.03 Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, grant to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, and including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 5.03 shall require such Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Collateral

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Agent may be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

     Section 5.04 Securities Act, etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar federal statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws or, to the extent applicable, Blue Sky or other state securities laws, (b) may approach and negotiate with a single potential purchaser to effect such sale and (c) may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

     Section 5.05 Registration, etc. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of the Pledged Collateral at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its commercially reasonable efforts to take or to cause the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such documents as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Collateral. Each Grantor further agrees to indemnify, defend and hold harmless the Administrative Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, notification or offering circular (or any amendment or supplement thereto), or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such written request referred to above, to use its commercially reasonable efforts to qualify, file or

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register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral under the Blue Sky or other securities laws of such states as may be reasonably requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section 5.05. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 5.05 only and that such failure would not be adequately compensable in damages and, therefore, agrees that its agreements contained in this Section 5.05 may be specifically enforced.

ARTICLE 6
Indemnity, Subrogation and Subordination

     Section 6.01 Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), (a) the Borrower agrees that (i) in the event a payment shall be made by any Guarantor (other than the Borrower) under this Agreement in respect of any Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold and (b) each Guarantor (other than the Borrower) (each such Guarantor, together with the Borrower in the context of clause (a) above, an “Indemnifying Guarantor”) agrees that (i) in the event a payment shall be made by any other Guarantor under this Agreement in respect of any Obligation of such Guarantor, such Guarantor shall indemnify such other Guarantor for the full amount of such payment and such other Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any other Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an Obligation of such Guarantor, such Guarantor shall indemnify such other Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

     Section 6.02 Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Indemnifying Guarantor as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.15, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

     Section 6.03 Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation of the Grantors under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations. No failure on the part of the Borrower or any other Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other

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payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

     (b) Each Guarantor hereby agrees that all Indebtedness and other monetary obligations owed by it to any other Guarantor or any Subsidiary of the Borrower shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations.

ARTICLE 7
Miscellaneous

     Section 7.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower, with such notice to be given as provided in Section 9.01 of the Credit Agreement.

     Section 7.02 Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

     Section 7.03 Binding Effect; Several Agreement. This Agreement shall become effective as to any party to this Agreement when a counterpart hereof executed on behalf of such party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such party, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, except that no party hereto shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party party hereto and may be amended, modified, supplemented, waived or released with respect to any party without the approval of any other Loan Party party hereto and without affecting the obligations of any other party hereunder.

     Section 7.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or Guarantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns.

     Section 7.05 Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.

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     (b) The parties hereto agree that the Collateral Agent shall be entitled to indemnification as provided in Section 9.05 of the Credit Agreement.

     (c) By its acceptance of the benefits hereof, each Lender and Issuing Bank agrees (i) to reimburse the Collateral Agent, on demand, in the amount of its pro rata share (based on its Commitments, or if such Commitments shall have expired or terminated, in accordance with the respective principal amounts of its applicable outstanding Loans or portion of outstanding Revolving L/C Disbursements owed to it, as applicable), of any reasonable expenses incurred by the Collateral Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Collateral Agent which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless the Collateral Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Collateral Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower, provided that no Lender or Issuing Bank shall be liable to the Collateral Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of the Collateral Agent or any of its directors, officers, employees or agents.

     (d) Any such amounts payable by any Grantor or Guarantor as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.05 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.05 shall be payable on written demand therefor.

     Section 7.06 Collateral Agent Appointed Attorney-in-Fact. Each Grantor and Guarantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor and Guarantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor and Guarantor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor or Guarantor on any invoice or bill of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (h) to notify, or to require any Grantor or Guarantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal

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with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. Each of the Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received by it as a result of the exercise of the powers granted to them herein, and neither they nor their respective officers, directors, employees or agents shall be responsible to any Grantor or Guarantor for any act or failure to act hereunder, except, respectively, to the extent of its own gross negligence or willful misconduct. Notwithstanding anything to the contrary in this Section 7.06, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.06 unless (x) an Event of Default shall have occurred and be continuing or (y) such rights under this power of attorney are exercised to take any action necessary to secure the validity, perfection or priority of the Liens on the Collateral.

     Section 7.07 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ALL CLAIMS RELATING TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW OR TORT LAW, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     Section 7.08 Waivers; Amendment. (a) No failure or delay by the Administrative Agent, the Collateral Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Administrative Agent, the Collateral Agent and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Revolving Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

     Section 7.09 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO

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ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.

     Section 7.10 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     Section 7.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 7.03. Delivery of an executed counterpart to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed original. Any such delivery shall be followed promptly by delivery of the manually signed original.

     Section 7.12 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

     Section 7.13 Jurisdiction; Consent to Service of Process. (a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01(a) of the Credit Agreement. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor or Grantor, or its properties, in the courts of any jurisdiction.

     (b) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any New York State or federal court sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

     Section 7.14 Termination or Release. (a) This Agreement, the guarantees made herein, the Security Interest and all other security interests granted hereby shall terminate, and each Grantor and Guarantor shall be automatically released from its obligations hereunder, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured

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28

Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made).

     (b) Upon the consummation of any transaction or series of transactions as a result of which any Subsidiary Guarantor ceases to be a Subsidiary of the Borrower that (x) is not prohibited by the Loan Documents, (y) is consummated while no Default or Event of Default has occurred or is continuing, and (z) would not result in a Change in Control, Default or an Event of Default, then such Subsidiary Guarantor shall automatically be released from its obligations hereunder and the security interests in the Collateral of such Subsidiary Guarantor shall be automatically released.

     (c) Upon any conveyance, sale, lease, assignment, transfer or other disposition by any Grantor of any Collateral to any Person that is not (and is not required to become) a Loan Party in a transaction or series of transactions that (x) is not prohibited by the Loan Documents, (y) is consummated while no Default or Event of Default has occurred or is continuing, and (z) would not result in a Change in Control, Default or an Event of Default, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

     (d) If any security interest granted hereby in any Collateral violates Section 9.21 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

     (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 7.14, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release and shall assist such Grantor in making any filing in connection therewith. Any execution and delivery of documents pursuant to this Section 7.14 shall be without recourse to or warranty by the Collateral Agent.

     Section 7.15 Additional Subsidiary Guarantors. Any Subsidiary may become a party hereto by signing and delivering to the Collateral Agent a Guarantee and Collateral Agreement Supplement, substantially in the form of Exhibit I hereto (with such changes and modifications thereto as may be required by the laws of any applicable Foreign Jurisdiction), whereupon such Subsidiary shall become a “Guarantor”, “Subsidiary Guarantor” and “Grantor” defined herein with the same force and effect as if originally named as a Guarantor, Subsidiary Guarantor and Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other party to this Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new party to this Agreement.

     Section 7.16 Reserved.

     Section 7.17 Credit Agreement. If any conflict exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern.

     Section 7.18 Authority of Collateral Agent. Each Grantor and Guarantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as among the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Guarantors and Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Guarantor or Grantor shall be under any obligation, or entitlement, to make any inquiry respecting

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such authority. The Collateral Agent has been appointed to act as Collateral Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release or substitution of Collateral), solely in accordance with this Agreement and the other Loan Documents.

     Section 7.19 Other Secured Parties. By its acceptance of the benefits hereof, each Secured Party (including each Lender, Issuing Bank, Specified Swap Counterparty and Cash Management Bank) hereby (a) confirms that it has received a copy of the Loan Documents and such other documents and information as it has deemed appropriate to make its own decision to become a Secured Party and acknowledges that it is aware of the contents of, and consents to the terms of, the Security Documents, (b) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Collateral Agent by the terms hereof or thereof, together with such powers as are incidental thereto, (c) agrees that it will be bound by the provisions of the Security Documents, and Article VIII (other than Section 8.12) and Article IX of the Credit Agreement (with respect to each such Article, in the case of any Secured Party that is not a Lender, as if such Secured Party was a Lender party to the Credit Agreement) and will perform in accordance with its terms all such obligations which by the terms of such documents are required to be performed by it as a Secured Party (or in the case of Article VIII (other than Section 8.12) and Article IX of the Credit Agreement, as a Lender) and will take no actions contrary to such obligations, and (d) authorizes and instructs the Collateral Agent to enter into the Security Documents as Collateral Agent and on behalf of such Secured Party.

[SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

QUICKSILVER GAS SERVICES LP, as Borrower
By:
	Name:
	Title:
BNP PARIBAS, as Collateral Agent
By:
	Name:
	Title:

Guarantee and Collateral Agreement

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

Exhibit I
to the Guarantee and
Collateral Agreement

FORM OF GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENT

     SUPPLEMENT NO. __ dated as of [__________] (this “Supplement”), to the Guarantee and Collateral Agreement dated as of October 1, 2010 (the “Guarantee and Collateral Agreement”), among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of the Delaware (the “Borrower”), each Subsidiary Guarantor listed on the signature pages thereof under the caption “Subsidiary Guarantors” and each Subsidiary that shall, at any time after the date thereof, become a Subsidiary Guarantor, Guarantor and Grantor pursuant to Section 7.15 thereof (each, a “Subsidiary Guarantor”) and BNP PARIBAS (“BNP”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

     A. Reference is made to the Credit Agreement dated as of October 1, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), BNP, as Administrative Agent and Collateral Agent for the Lenders, Banc of America Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as Joint Lead Arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as Syndication Agents, and UBS Securities LLC and The Royal Bank of Scotland PLC, as Co-Documentation Agents.

     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guarantee and Collateral Agreement referred to therein.

     C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans, each Issuing Bank to issue Revolving Letters of Credit, the counterparties to the Secured Swap Agreements to enter into the Secured Swap Agreements and the counterparties to the Secured Cash Management Agreements to enter into the Secured Cash Management Agreements. Section 7.15 of the Guarantee and Collateral Agreement provides that any additional Subsidiary may become a Guarantor, Subsidiary Guarantor and Grantor under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement (with such changes and modifications hereto as may be required by the laws of any applicable foreign jurisdiction to the extent applicable). The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement, in accordance with the requirements of the Credit Agreement, to become a Guarantor, Subsidiary Guarantor and Grantor under the Guarantee and Collateral Agreement, in order to induce the Lenders to make additional Loans, each Issuing Bank to issue additional Revolving Letters of Credit, the counterparties to the Secured Swap Agreements to enter into the Secured Swap Agreements, the counterparties to the Secured Cash Management Agreements to enter into the Secured Cash Management Agreements and as consideration for Loans previously made, Letters of Credit previously issued, Secured Swap Agreements previously entered into and Secured Cash Management Agreements previously entered into.

I-1

     Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

     SECTION 1. In accordance with Section 7.15 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below and delivery thereof to the Collateral Agent becomes a Guarantor, Subsidiary Guarantor and Grantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor, Subsidiary Guarantor and Grantor, and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Guarantor, Subsidiary Guarantor and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor, Subsidiary Guarantor and Grantor thereunder (as supplemented by the attached supplemental Schedules to the Perfection Certificate) are true and correct, in all material respects, on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and Lien on all the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Guarantor”, “Subsidiary Guarantor” or “Grantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

     SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

     SECTION 3. This Supplement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. This Supplement shall become effective when (a) the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and (b) the Collateral Agent has executed a counterpart hereof. Delivery of an executed counterpart to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed original. Any such delivery shall be followed promptly by delivery of the manually signed original.

     SECTION 4. The New Subsidiary has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein (including the Schedules attached thereto) is correct and complete as of the date hereof.

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     SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

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

     SECTION 7. In the event any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Guarantee and Collateral Agreement.

     SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, disbursements and other charges of counsel for the Collateral Agent.

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     IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.

[Insert Company Name], as New Subsidiary
By:
	Name:
	Title:

I-4

BNP PARIBAS, as Collateral Agent
By:
	Name:
	Title:

I-5

Schedule I

Pledged Stock and Pledged Debt Securities

A. Pledged Stock

B. Pledged Debt Securities

I-6

Schedule II

Intellectual Property

Copyrights

Patents

Trademarks

Domain Names

I-7

Schedule III

Commercial Tort Claims

[            ]

I-8

Exhibit II

to the Guarantee and

Collateral Agreement

PRE-CLOSING UCC DILIGENCE CERTIFICATE

     In connection with a proposed transaction by and among Quicksilver Gas Services LP (the “Debtor”) and BNP Paribas as Opco Collateral Agent (the “Opco Collateral Agent”), the Debtor hereby certifies on behalf of itself and the other grantors specified below (the “Grantors”) as follows:

I. CURRENT INFORMATION

     A. Legal Names, Organizations, Jurisdictions of Organization and Organizational Identification Numbers. The full and exact legal name¹ (as it appears in each respective certificate or articles of incorporation, limited liability membership agreement or similar organizational documents, in each case as amended to date), the type of organization (or if the Debtor or a particular Grantor is an individual, please indicate so), the jurisdiction of organization (or formation, as applicable), and the organizational identification number² (not tax i.d. number) of the Debtor and each other Grantor are as follows:

	Type of Organization (e.g.
	corporation, limited	Jurisdiction of	Organizational
	liability company, limited	Organization/	Identification
Name of Debtor/Grantor	partnership)	Formation	Number3

II-1

     B. Chief Executive Offices and Mailing Addresses. The chief executive office address (or the principal residence if the Debtor or a particular Grantor is a natural person) and the preferred mailing address (if different than chief executive office or residence) of the Debtor and each other Grantor are as follows:

	Address of Chief Executive Office	Mailing Address (if different than
Name of Debtor/Grantor	(or for natural persons, residence)	CEO or residence)

     C. Special Debtors. Except as specifically identified below none of the Grantors is a: (i) a trust, (ii) a foreign air carrier within the meaning of the federal aviation act of 1958, as amended, or (iii) a branch or agency of a bank which bank is not organized under the law of the United States or any state thereof.

Name of Debtor/Grantor Type of Special Grantor

     D. Trade Names/Assumed Names.

     Current Trade Names. Set forth below is each trade name or assumed name currently used by the Debtor or any other Grantor or by which the Debtor or any Grantor is known or is transacting any business:

Debtor/Grantor Trade/Assumed Name

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     E. Changes in Names, Jurisdiction of Organization or Corporate Structure.

     Except as set forth below, neither the Debtor nor any other Grantor has changed its name, jurisdiction of organization or its corporate structure in any way (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or otherwise) within the past five (5) years:

Debtor/Grantor Date of Change Description of Change

     F. Prior Addresses.

     Except as set forth below, neither the Debtor nor any other Grantor has changed its chief executive office, or principal residence if the Debtor or a particular Grantor is a natural person, within the past five (5) years:

Debtor/Grantor Prior Address/City/State/Zip Code

     G. Acquisitions of Equity Interests or Assets.

     Except as set forth below, neither the Debtor nor any Grantor has acquired all or substantially all of the equity interests of another entity or substantially all the assets of another entity within the past five (5) years:

Debtor/Grantor Date of Acquisition Description of Acquisition

     H. Corporate Ownership and Organizational Structure.

     Attached as Exhibit A hereto is a true and correct chart showing the ownership relationship of the Debtor and all of its subsidiaries.

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II. INFORMATION REGARDING CERTAIN COLLATERAL

     A. Investment Related Property

     1. Equity Interests. Set forth below is a list of all equity interests owned by the Debtor and each Grantor together with the type of organization which issued such equity interests (e.g. corporation, limited liability company, partnership or trust):

						Certificate No.
				Total Shares	% of Interest	(if uncertificated,
Debtor/Grantor	Issuer	Type of Organization	# of Shares Owned	Outstanding	Pledged	please indicate so)	Par Value

     2. Debt Securities & Instruments. Set forth below is a list of all debt securities and instruments owed to the Debtor or any other Grantor in the principal amount of greater than $500,000:

		Principal Amount of
Debtor/Grantor	Issuer of Instrument	Instrument	Maturity Date

     B. Intellectual Property. Set forth below is a list of all copyrights, patents, and trademarks and all applications thereof and other intellectual property owned by the Debtor and each other Grantor:

1. Copyrights and Copyright Applications

Debtor/Grantor	Title	Filing Date/Issued Date	Status	Application/
				Registration No.

2. Patents and Patent Applications

Debtor/Grantor	Title	Filing Date/Issued Date	Status	Application/
				Registration No.

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3. Trademarks and Trademark Applications

Debtor/Grantor	Title	Filing Date/Issued Date	Status	Application/
				Registration No.

     C. Tangible Personal Property in Possession of Warehousemen, Bailees and Other Third Parties. Except as set forth below, no persons (including, without limitation, warehousemen and bailees) other than the Debtor or any other Grantor have possession of any material amount (fair market value, individually or in the aggregate, of $5 million or more) of tangible personal property of the Debtor and any other Grantor:

			Description of
Debtor/Grantor	Address/City/State/Zip Code	County	Assets and Value

     D. Real Estate Related UCC Collateral

     1. Fixtures. Set forth below are all the locations where the Debtor or any other Grantor owns or leases any real property:

Debtor/Grantor Address/City/State/Zip Code County Owned or Leased

     2. “As Extracted” Collateral. Set forth below are all the locations where the Debtor or any other Grantor owns, leases or has an interest in any wellhead or minehead:

Debtor/Grantor Address/City/State/Zip Code County

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Debtor/Grantor Address/City/State/Zip Code County

     3. Timber to be Cut. Set forth below are all locations where the Debtor or any other Grantor owns goods that are timber to be cut:

Debtor/Grantor Address/City/State/Zip Code County

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III. AUTHORITY TO FILE FINANCING STATEMENTS

     The undersigned, on behalf of the Debtor and each other Grantor, hereby authorizes the Opco Collateral Agent to file financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Opco Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted or to be granted to the Opco Collateral Agent under the Guarantee and Collateral Agreement. Such financing statements may describe the collateral in the same manner as described in the Guarantee and Collateral Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Opco Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Opco Collateral Agent, including, without limitation, describing such property as “all assets” or “all personal property.”

     IN WITNESS WHEREOF, the undersigned hereto has caused this Pre-Closing UCC Diligence Certificate to be executed as of this day of ____________, 20__ by its officer thereunto duly authorized.

QUICKSILVER GAS SERVICES LP
By:
	Name:
	Title:

QUICKSILVER GAS SERVICES OPERATING LLC
By:
	Name:
	Title:

QUICKSILVER GAS SERVICES OPERATING GP LLC
By:
	Name:
	Title:

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COWTOWN GAS PROCESSING PARTNERS L.P.
By:
	Name:
	Title:

COWTOWN PIPELINE PARTNERS L.P.
By:
	Name:
	Title:

[ADD ANY ADDITIONAL GUARANTORS/GRANTORS]
 

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Endnotes

1. It is crucial that the full and exact name of each Grantor is given. Even seemingly minor errors such as substituting “n.a.” for “national association” or “inc.” for “incorporated” may be seriously misleading in some states.

2. Please note that the organizational identification number is not the same as the federal employer’s tax identification number. The organizational identification number is customarily issued by the Secretary of State or State Corporations Department in the State under which the particular entity had been organized or formed and may be found on its organizational documents.

3. If a Grantor does not have an organizational identification number, please indicate “none.” Additionally, organizational identification numbers are not required for entities organized under the laws of New York, Delaware, Connecticut, Georgia or Ohio for financing statements filed in such states. Such organizational identification numbers nevertheless may be required for financing statements filed in respect of entities organized under the foregoing states but filed in other states, e.g. in respect of fixtures.

II-9

Exhibit III

to the Guarantee and

Collateral Agreement

FORM OF INTERCOMPANY NOTE

New York, New York

__________, 20[_]

          FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by such Payee to such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

          Reference is made to the Credit Agreement dated as of October 1, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of the Delaware (the “Borrower”), the lenders party thereto from time to time (the “Lenders”), BNP Paribas (“BNP”), as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, Banc of America Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as Joint Lead Arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as Syndication Agents and UBS Securities LLC and The Royal Bank of Scotland PLC, as Co-Documentation Agents.

          This note (“Note”) is the Intercompany Note referred to in to the Guarantee and Collateral Agreement dated as of October 1, 2010 (the “Guarantee and Collateral Agreement”), among the Borrower, each Subsidiary Guarantor listed on the signature pages hereof under the caption “Subsidiary Guarantors” and each Subsidiary that shall, at any time after the date thereof, become a Subsidiary Guarantor pursuant to Section 7.15 thereof (each, a “Subsidiary Guarantor”) and the Collateral Agent for the Secured Parties (as defined therein). Each Payee hereby acknowledges and agrees that the Administrative Agent and the Collateral Agent may exercise all rights provided in the Credit Agreement and the Guarantee and Collateral Agreement with respect to this Note.

          Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is a Guarantor to any Payee other than a Loan Party shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations (such term used herein throughout is as defined in the Credit Agreement) of such Payor under the Credit Agreement, including, without limitation, where applicable, under such Payor’s guarantee of the Secured Obligations under the Guarantee and Collateral

III-1

Agreement (such Secured Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

          (i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Payor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Payor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Payee would otherwise be entitled (other than debt securities of such Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness.

          (ii) If any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash.

          To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Payor or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Payee and each Payor hereby agrees that the subordination of this Note is for the benefit of the Collateral Agent and the other Secured Parties, the Collateral Agent and the other Secured Parties are obligees under this Note to the same extent as if their names were written herein as such and the Administrative Agent may, on behalf of itself and the other Secured Parties, proceed to enforce the subordination provisions herein.

          The indebtedness evidenced by this Note owed by any Payor that is not a Guarantor shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor.

          Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the holders of Senior Indebtedness.

III-2

          Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

          Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

          Each party to this Note hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Note in any New York State or federal court sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN SECTION 7.09 OF THE GUARANTEE AND COLLATERAL AGREEMENT.

III-3

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

[NAME OF ENTITY] as Borrower and Payor
By:
	Name:
	Title:

[NAME OF ENTITY] as Payee
By:
	Name:
	Title:

III-4

Exhibit IV
to the Guarantee and
Collateral Agreement

FORM OF
INTELLECTUAL PROPERTY SECURITY AGREEMENT

          This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated [___________], 2010, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of BNP Paribas, as Collateral Agent (the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guarantee and Collateral Agreement referred to therein.

          WHEREAS, QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of the Delaware (the “Borrower”), the lenders party thereto from time to time (the “Lenders”), BNP Paribas (“BNP”), as Administrative Agent and as Collateral Agent for the Lenders, Banc of America Securities LLC, BNP Paribas Securities Corp. and RBC Capital Markets Corporation, as Joint Lead Arrangers and joint bookrunners, Bank of America, N.A. and Royal Bank of Canada, as Syndication Agents and UBS Securities LLC and The Royal Bank of Scotland PLC, as Co-Documentation Agents, and each other party thereto have entered into the Credit Agreement dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have severally agreed to make Loans, each Issuing Bank to issue Revolving Letters of Credit, the counterparties to the Secured Swap Agreements to enter into the Secured Swap Agreements and the counterparties to the Secured Cash Management Agreements to enter into the Secured Cash Management Agreements, upon the terms and subject to the conditions therein.

          WHEREAS, in connection with the Credit Agreement, the Grantors have entered into the Guarantee and Collateral Agreement dated October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in order to induce the Lenders to make Loans, each Issuing Bank to issue Revolving Letters of Credit, the counterparties to the Secured Swap Agreements to enter into the Secured Swap Agreements and the counterparties to the Secured Cash Management Agreements to enter into the Secured Cash Management Agreements.

          WHEREAS, under the terms of the Guarantee and Collateral Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors agree as follows:

IV-1

          SECTION 1. Grant of Security. Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in all of such Grantor’s right, title and interest in and to the following (the “Collateral”):

          (a) the United States Patents (as defined in the Guarantee and Collateral Agreement) set forth in Schedule A hereto;

          (b) the United States registered Trademarks (as defined in the Guarantee and Collateral Agreement) and Trademarks for which United States applications are pending set forth in Schedule B hereto; and

          (c) the United States registrations of Copyrights (as defined in the Guarantee and Collateral Agreement) set forth in Schedule C hereto.

          SECTION 2. Recordation. This IP Security Agreement has been executed and delivered by each Grantor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office and the United States Copyright Office. Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks record this IP Security Agreement.

          SECTION 3. Execution in Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

          SECTION 4. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Guarantee and Collateral Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement and the terms of the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

          SECTION 5. Governing Law. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS IP SECURITY AGREEMENT AND ALL CLAIMS RELATING TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW OR TORT LAW, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          SECTION 6. Severability. In case any one or more of the provisions contained in this IP Security Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid

IV-2

provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[Remainder of Page Intentionally Blank]

IV-3

     IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

[__________],       as Grantor
By:
	Name:
	Title:

IV-4

Accepted and Agreed to:

BNP PARIBAS
as Collateral Agent for the Lenders

By:
	Name:
	Title:

IV-5

EXHIBIT F

FORM OF
SOLVENCY CERTIFICATE

     I, the undersigned, the [Chief Financial Officer] [title of other Responsible Officer] of the Borrower (as defined below), DO HEREBY CERTIFY on behalf of the Borrower that:

     1. This Certificate is furnished pursuant to Section 4.02(h) of the Credit Agreement (as in effect on the date of this Certificate), dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein with the same meanings.

     2. Immediately after giving effect to the Transactions, (a) the fair value of the assets (for the avoidance of doubt, calculated to include goodwill and other intangibles) of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Relevant Subsidiaries on a consolidated basis; (b) the present fair saleable value of the property of the Borrower and its Relevant Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Relevant Subsidiaries on a consolidated basis, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower and its Relevant Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Borrower and its Relevant Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

     3. The Borrower does not intend to, and does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any Relevant Subsidiary, and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Relevant Subsidiary.

[Signature Page Follows]

F-1

IN WITNESS WHEREOF, I have hereunto set my hand this __ day of _________, 2010.

QUICKSILVER GAS SERVICES LP, as Borrower
By:
	Name:
	Title:

F-2

EXHIBIT G-1

FORM OF REVOLVING NOTE

$_______________ Dated: __________, 2010

FOR VALUE RECEIVED, the undersigned, QUICKSILVER GAS SERVICES LP (the “Borrower”), HEREBY PROMISES TO PAY to [NAME OF LENDER] (the “Lender”) or its registered assigns for the account of its applicable lending office the principal amount of the Revolving Facility Loans (as defined below) owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, being used herein as therein defined) among the Borrower, the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents.

     The Borrower promises to pay to the Lender or its registered assigns interest on the unpaid principal amount of each Revolving Facility Loan advanced to the Borrower from the date of such Revolving Facility Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

     Both principal and interest are payable in U.S. dollars to BNP Paribas, as Administrative Agent, at 787 Seventh Avenue, New York, New York 10019, Attention: Dina Wilson, Tel: (201) 850-6807, Fax: (201) 850-4020, in immediately available funds. Each Revolving Facility Loan advanced to the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this promissory note (the “Promissory Note”); provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note.

     This Promissory Note is one of the promissory notes referred to in Section 2.09(e) of the Credit Agreement and is entitled to the benefits of the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of loans (the “Revolving Facility Loans”) by the Revolving Facility Lenders to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding U.S.$400,000,000, the indebtedness of the Borrower resulting from each such Revolving Facility Loan being, on request of a Revolving Facility Lender, evidenced by such promissory notes, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note and the other Loan Documents, and the obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents.

     The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Promissory Note or the other Loan Documents, or for recognition or enforcement of any

G-1-1

judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. The Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01(a) of the Credit Agreement. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Promissory Note shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Promissory Note or the other Loan Documents against the Borrower or any Loan Party or their properties in the courts of any jurisdiction.

     The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Promissory Note or the other Loan Documents in any New York State or federal court sitting in New York County. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

G-1-2

     This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.

QUICKSILVER GAS SERVICES LP, as Borrower
By:
	Name:
	Title:

G-1-3

LOANS AND PAYMENTS OF PRINCIPAL

		Amount of Principal	Unpaid Principal
Date	Amount of Loans	Paid or Prepaid	Balance	Notation Made By

EXHIBIT G-2

FORM OF INCREMENTAL TERM LOAN NOTE

$                      Dated:                    , 2010

FOR VALUE RECEIVED, the undersigned, QUICKSILVER GAS SERVICES LP (the “Borrower”), HEREBY PROMISES TO PAY to [NAME OF LENDER] (the “Lender”) or its registered assigns for the account of its applicable lending office the principal amount of the Incremental Term Loans (as defined below) owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, being used herein as therein defined) among the Borrower, the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents.

     The Borrower promises to pay to the Lender or its registered assigns interest on the unpaid principal amount of the Incremental Term Loan advanced to the Borrower from the date of such Incremental Term Loan, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

     Both principal and interest are payable in U.S. dollars to BNP Paribas, as Administrative Agent, at 787 Seventh Avenue, New York, New York 10019, Attention: Dina Wilson, in immediately available funds. The Incremental Term Loan advanced to the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this promissory note (the “Promissory Note”); provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note.

     This Promissory Note is one of the promissory notes referred to in Section 2.09(e) of the Credit Agreement and is entitled to the benefits of the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of loans (the “Incremental Term Loans”) by the Incremental Term Lenders to or for the benefit of the Borrower from time to time, the indebtedness of the Borrower resulting from each such Incremental Term Loan being, on request of an Incremental Term Lender, evidenced by such promissory notes, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note and the other Loan Documents, and the obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents.

     The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Promissory Note or the other Loan Documents, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action

G-2-1

or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. The Borrower further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01(a) of the Credit Agreement. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Promissory Note shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Promissory Note or the other Loan Documents against the Borrower or any Loan Party or their properties in the courts of any jurisdiction.

     The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Promissory Note or the other Loan Documents in any New York State or federal court sitting in New York County. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

G-2-2

     This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.

QUICKSILVER GAS SERVICES LP, as Borrower
By:
	Name:
	Title:

G-2-3

ADVANCES AND PAYMENTS OF PRINCIPAL

		Amount of Principal	Unpaid Principal
Date	Amount of Advance	Paid or Prepaid	Balance	Notation Made By

EXHIBIT H
FORM OF COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

     Reference is made to the Credit Agreement dated as of October 1, 2010, among QUICKSILVER GAS SERVICES LP, a limited partnership organized under the laws of Delaware (“Borrower”), the LENDERS party thereto from time to time, BNP PARIBAS (“BNP”), as Administrative Agent, BNP, as Collateral Agent, BANK OF AMERICA, N.A. and ROYAL BANK OF CANADA, as Syndication Agents, BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., and RBC CAPITAL MARKETS CORPORATION, as Joint Lead Arrangers, and UBS SECURITIES LLC and ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

     [Insert name of institution] (the “Non-U.S. Lender”) is providing this certificate pursuant to subsection 2.17(e) of the Credit Agreement. The Non-U.S. Lender hereby represents and warrants that:

     A. It is the beneficial owner of the Loan (as well as any Notes evidencing such Loan) in respect of which it is providing this certificate;

     B. The Non-U.S. Lender is not a “bank” that entered into the Credit Agreement in the “ordinary course of its trade or business” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”);

     C. The Non-U.S. Lender is not a “10-percent shareholder” of the U.S. Borrower within the meaning of Section 871(h)(3)(B) of the Code;

     D. The Non-U.S. Lender is not a “controlled foreign corporation” receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code; and

     E. The interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

     The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in any of the three calendar years preceding such payments.

H-1

     IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

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

Date:                     , 20___

H-2

EXHIBIT I
FORM OF ADMINISTRATIVE QUESTIONNAIRE

Administrative Questionnaire

I. Borrower Name:	QUICKSILVER GAS SERVICES LP
II. Legal Name of Lender for Signature Page:
III. Name of Lender for any eventual tombstone:
IV. Legal Address:
V. Contact Information:

	Credit Contact	Operations Contact	Legal Counsel
Name:
Title:
Address:
Telephone:
Facsimile:
Email:
Address:
VI. Lender’s Wire Payment Instructions:
Pay to:
	(Name of Lender)
	(ABA#)	(City/State)
	(Account #)	(Account Name)

Please return this form, by fax, to the attention of Administrative Agent, fax [ ], no later than 5:00 p.m. New York City time, on [__________], 2010.

I-1

Administrative Questionnaire

Borrower Name:	QUICKSILVER GAS SERVICES LP
VII. Organizational Structure:
Branch, organized under which laws, etc.
Lender’s Tax ID:

Tax withholding Form Attached

[     ] Form W-9

[     ] Form W-8BEN/W-8EXP/W-8IMY/W-8ECI (with any required attachments)

[     ] W/Hold                               % Effective

VIII. Payment Instructions:

Servicing Site:

Pay To:

IX. Name of Authorized Officer:

Name:

Signature:

Date:

I-2

Administrative Questionnaire

X. Institutional Investor Sub-Allocations

Institution Legal:

Fund Manager:

Sub-Allocations:

Exact Legal Name		Direct Signer to	Purchase by	Date of
(for documentation	Sub-Allocation	Credit Agreement	Assignment	Post-Closing
purposes)	(Indicate US$)	(Yes / No)	(Yes / No)	Assignment
1.
2.
3.
4.
5.
6.
7.
Total

Special Instructions

I-3

EXHIBIT J
FORM OF OMNIBUS AGREEMENT

[Separately Attached]

J-1

Exhibit J

OMNIBUS

AGREEMENT

BY AND AMONG

CRESTWOOD MIDSTREAM PARTNERS LP,

CRESTWOOD GAS SERVICES GP LLC

AND

CRESTWOOD HOLDINGS PARTNERS LLC

OMNIBUS AGREEMENT

          THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, ______________, 2010 (the “Effective Date”), and is by and among Crestwood Midstream Partners LP, a Delaware limited partnership (the “MLP”), Crestwood Gas Services GP LLC, a Delaware limited liability company (“General Partner”), and Crestwood Holdings Partners LLC, a Delaware limited liability company (“Crestwood Holdings”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

R E C I T A L S:

          The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II, Article III and Article IV of this Agreement, with respect to certain non-competition and business opportunity, indemnification and reimbursement obligations of the Parties.

          In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I
Definitions

     1.1 Definitions. (a) Capitalized terms used herein but not defined shall have the meanings given them in the MLP Agreement.

     (b) As used in this Agreement, the following terms shall have the respective meanings set forth below:

          “Affiliate” of a Person means any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such Specified Person; and in the case of First Reserve, includes any private equity fund sponsored or managed by FRC Founders Corporation, First Reserve Management, L.P. or their Affiliates.

          “Agreement” means this Omnibus Agreement, as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.

          “Change of Control” means, with respect to any Person (the “Applicable Person”), any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (ii) the dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (b) the holders

2

of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except (a) Crestwood Holdings and any Affiliates of Crestwood Holdings, including First Reserve and its Affiliates and (b) in a merger or consolidation which would not constitute a Change of Control under clause (iii) above.

          “Construction Costs” means all costs associated with developing, engineering, designing, building, financing and conducting completion testing of Subject Assets, including, without limitation, any costs to acquire related real property or necessary rights of way and any internal costs incurred to compensate employees for time spent on development, engineering, designing, building, financing or testing Subject Assets.

          “Construction Offer” is defined in Section 2.3(b)(i).

          “Control” means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of securities, by contract or otherwise.

          “Crestwood Counties” means the following counties in the State of Texas: Hood, Somervell, Johnson, Tarrant, Hill, Parker, Bosque and Erath.

          “Crestwood Holdings” has the meaning given such term in the preamble to this Agreement.

          “Crestwood Holdings Entities” means Crestwood Holdings and any other Person Controlled by Crestwood Holdings other than the Partnership Entities.

          “Effective Date” has the meaning given such term in the preamble to this Agreement.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “First Reserve” means FR XI CMP Holdings LLC, a Delaware limited liability company, a member of Crestwood Holdings.

          “General Partner” has the meaning given such term in the preamble to this Agreement.

          “Indemnified Party” means the party entitled to indemnification in accordance with Article III.

          “Indemnifying Party” means the party from whom indemnification may be required in accordance with Article III.

3

          “Independent Expert” is defined in Section 2.3(b)(iv).

          “Losses” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and experts’ fees) of any and every kind or character.

          “MLP” has the meaning given such term in the introduction to this Agreement.

          “MLP Agreement” means the Second Amended and Restated Agreement of Limited Partnership of the MLP, dated as of February 19, 2008, as such agreement is in effect on the Effective Date, to which reference is hereby made for all purposes of this Agreement. An amendment or modification to the MLP Agreement subsequent to the Effective Date shall be given effect for the purposes of this Agreement only if it has received the approval of the Conflicts Committee that would be required, if any, pursuant to Section 5.6 hereof if such amendment or modification were an amendment or modification of this Agreement, and if no such approval is or would be required, upon execution of such amendment by each of the Parties hereto.

          “MLP Assets” means the pipelines, processing plants or related equipment or assets, or portions thereof, owned by, leased by or necessary for the operation of the business, properties or assets of any member of the Partnership Group.

          “Offer” is defined in Section 2.3(a)(i).

          “Operations Services” is defined in Section 4.3(a).

          “Operations Personnel” is defined in Section 4.3(b).

          “Organizational Documents” means certificates of incorporation, by-laws, certificates of formation, limited liability company operating agreements, certificates of limited partnership or limited partnership agreements or other formation or governing documents of a particular entity.

          “Other Construction Terms” is defined in Section 2.3(b)(i).

          “Partnership Entities” means the General Partner and each member of the Partnership Group.

          “Partnership Group” means the MLP and any entity Controlled by the MLP.

          “Partnership Group Member” means any member of the Partnership Group.

          “Party” or “Parties” have the meaning given such terms in the introduction to this Agreement.

          “Person” means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

4

          “Previous Omnibus Agreement” means that certain Omnibus Agreement, dated August 10, 2007, by and among the MLP, Quicksilver Gas Services GP LLC and Quicksilver Resources Inc.

          “Purchase Agreement” is defined in Section 2.3(a)(i).

          “Restricted Businesses” is defined in Section 2.1.

          “Services” is defined in Section 4.1(a).

          “Subject Assets” means any assets or group of related assets that are located in the Crestwood Counties and that are related to the Restricted Businesses.

          “Subject Assets Valuation Expert” is defined in Section 2.3(a)(iv).

          “Voting Securities” means securities of any class of a Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of the Person.

ARTICLE II
Non-competition and Business Opportunities

     2.1 Restricted Businesses. Except as permitted by Section 2.2, each Crestwood Holdings Entity shall be prohibited from engaging in, whether by acquisition, construction or otherwise, any of the following businesses (the “Restricted Businesses”): the gathering, treating, processing, fractionating, transportation or storage of natural gas in the Crestwood Counties, or the transportation or storage of natural gas liquids in the Crestwood Counties.

     2.2 Permitted Exceptions. Notwithstanding any provisions of Section 2.1 to the contrary, the Crestwood Holdings Entities may engage in the following activities under the following circumstances:

          (a) any business that (i) is primarily related to the exploration for and production of oil or natural gas, the sale and marketing of oil and natural gas derived from such exploration and production activities, or the sale and marketing of natural gas liquids or (ii) is otherwise not a Restricted Business;

          (b) the ownership and/or operation of any Subject Assets acquired by a Crestwood Holdings Entity after the Effective Date; provided, that the MLP has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3(a) and the General Partner (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; provided, further, that (i) prior to the offer being made to the MLP and (ii) during the pendency of the procedures described in Section 2.3(a), the applicable Crestwood Holdings Entity or Crestwood Holdings Entities shall be entitled to own and operate the Subject Assets;

5

          (c) the construction, ownership and/or operation of any Subject Assets constructed by a Crestwood Holdings Entity after the Effective Date; provided, that the MLP has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3(b) and the General Partner (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; provided, further, that (i) prior to the offer being made to the MLP and (ii) during the pendency of construction and the procedures described in Section 2.3(b), the applicable Crestwood Holdings Entity or Crestwood Holdings Entities shall be entitled to construct, own and operate the Subject Assets; and

          (c) any Restricted Business conducted by a Crestwood Holdings Entity with the approval of the Conflicts Committee.

          The Parties acknowledge and agree that First Reserve is an Affiliate of a private equity fund sponsor specializing in investments in the energy sector generally, including investments within the Restricted Business, and accordingly may determine in its sole discretion whether to bring any opportunity to the MLP or to another portfolio company or fund of which such sponsor is an Affiliate. Notwithstanding anything in this Agreement to the contrary, none of First Reserve or any representative of First Reserve, including any representative serving on the management committee (or similar governing body) of Crestwood Holdings, or any Affiliate of First Reserve or any representative thereof (other than the Partnership Entities and the Crestwood Holdings Entities), shall have any obligation to bring any such opportunity to the Partnership Group, to refrain or cause any of its Affiliates (other than the Partnership Entities and the Crestwood Holdings Entities) or any other Person to refrain from pursuing such opportunity, or to otherwise refrain from engaging in or possessing an interest in other business opportunities or ventures of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Partnership Group.

     2.3 Procedures.

          (a) In the event that a Crestwood Holdings Entity becomes aware of an opportunity to make an acquisition that includes Subject Assets, then the applicable Crestwood Holdings Entity may make such acquisition without first offering the opportunity to the MLP as long as it complies with the following procedures:

     (i) Within 120 days after the consummation of such an acquisition, the applicable Crestwood Holdings Entity shall notify the General Partner in writing of such acquisition. Such notice shall include an offer (the “Offer”) by the applicable Crestwood Holdings Entity to sell the Subject Assets to the MLP, accompanied by a proposed definitive agreement to effectuate the purchase and sale of the Subject Assets (the “Purchase Agreement”). The Purchase Agreement shall set forth the material terms of the Offer, including the proposed purchase price, any liabilities to be assumed by the Partnership Group and the other material terms of the Offer; provided that the representations and warranties regarding the Subject Assets shall be substantially consistent with the terms contained in the definitive purchase agreement pursuant to which the applicable Crestwood Holdings Entity acquired the Subject Assets, subject to such adjustments as the applicable Crestwood Holdings Entity reasonably determines are necessary to reflect the

6

differences in the transaction. In addition, if any Crestwood Holdings Entity desires to utilize the Subject Assets, the Offer may include commercially reasonable terms on which the Partnership Group will provide services to such Crestwood Holdings Entity to enable it to utilize the Subject Assets.

     (ii) As soon as practicable after the Offer is made, the applicable Crestwood Holdings Entity will deliver to the MLP all information prepared by or on behalf of or in the possession of any Crestwood Holdings Entity related to the Subject Assets and reasonably requested by the MLP, except for such information determined in good faith by such Crestwood Holdings Entity to be necessary to preserve any applicable privilege (including the attorney-client privilege). As soon as practicable, but in any event within 60 days after receipt of the Offer accompanied by the form of Purchase Agreement, the General Partner shall notify the Crestwood Holdings Entity in writing that either: (x) the General Partner, on behalf of the Partnership Group, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to purchase the Subject Assets, in which event the Crestwood Holdings Entities shall be forever free to continue to own, operate dispose of or otherwise deal in such Subject Assets, or (y) the General Partner, on behalf of the Partnership Group, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to purchase the Subject Assets, in which event sub-clauses (iii) and (iv) shall apply.

     (iii) In the event that the applicable Crestwood Holdings Entity and the General Partner (with the concurrence of the Conflicts Committee) within 60 days after receipt by the General Partner of the Offer are able to agree on the fair market value of the Subject Assets that are subject to the Offer accompanied by the form of Purchase Agreement and the other terms of the Offer including, without limitation, the terms, if any, on which the Partnership Group will provide services to any Crestwood Holdings Entity to enable it to utilize the Subject Assets, a Partnership Group Member shall purchase the Subject Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached (and otherwise on the terms and conditions of the agreed Purchase Agreement) and, if applicable, enter into an agreement with any Crestwood Holdings Entity to provide services in a manner consistent with the Offer (as modified based on the agreement of the Parties and the concurrence of the Conflicts Committee).

     (iv) In the event that the applicable Crestwood Holdings Entity and the General Partner (with the concurrence of the Conflicts Committee) are unable to agree within 60 days after receipt by the General Partner of the Offer on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Partnership Group will provide services to any Crestwood Holdings Entity to enable it to utilize the Subject Assets, the applicable Crestwood Holdings Entity and the General Partner will engage a mutually agreed upon independent investment banking firm or other independent Person that is an expert in valuing midstream assets like the Subject Assets (such firm or Person, the “Subject Assets Valuation Expert”) to determine the fair market value of the Subject Assets and/or the other terms on which the General Partner and the Crestwood Holdings Entity are unable to agree. Such Subject Assets Valuation Expert will determine the fair market value of the Subject Assets and/or the other terms on which the General Partner and the applicable Crestwood Holdings Entity are unable to agree within 30 days of its engagement and furnish the applicable

7

Crestwood Holdings Entity and the General Partner its determination. The fees of the Subject Assets Valuation Expert will be split equally between Crestwood Holdings and the MLP. Once the Subject Assets Valuation Expert has submitted its determination of the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and the applicable Crestwood Holdings Entity are unable to agree, the General Partner will have the right, but not the obligation, subject to the concurrence of the Conflicts Committee, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Offer as modified by the determination of the Subject Assets Valuation Expert. The Partnership Group Member will provide written notice of its decision to the Crestwood Holdings Entity within 30 days after the Subject Assets Valuation Expert has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Subject Assets. If the General Partner elects to cause a Partnership Group Member to purchase the Subject Assets, then the Partnership Group Member shall purchase the Subject Assets pursuant to the Offer as modified by the determination of the Valuation Expert as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the applicable Crestwood Holdings Entity to provide services in a manner consistent with the Offer, as modified by the determination of the Subject Assets Valuation Expert, if applicable.

          (b) In the event that a Crestwood Holdings Entity determines to construct Subject Assets, then the applicable Crestwood Holdings Entity may construct or cause to be constructed such Subject Assets without first offering the opportunity to construct and own same to the MLP if such Crestwood Holdings Entity complies with the following procedures:

          (i) Within 120 days after the completion of construction and the commencement of commercial service of such Subject Assets by a Crestwood Holdings Entity, the applicable Crestwood Holdings Entity shall notify the General Partner in writing of such construction and offer the Partnership Group the opportunity to purchase such Subject Assets in accordance with this Section 2.3(b) (the “Construction Offer”). The Construction Offer shall set forth the Crestwood Holdings Entity’s good faith estimate of (A) the actual Construction Costs for the Subject Assets incurred by the applicable Crestwood Holdings Entity, and (B) the fair market value of such Subject Assets, which fair market value shall constitute the proposed purchase price for the Subject Assets, together with the other proposed terms relating to the purchase of the Subject Assets, and, if any Crestwood Holdings Entity desires to utilize the Subject Assets, the Construction Offer may also include commercially reasonable terms on which the Partnership Group will provide services to such Crestwood Holdings Entity to enable it to utilize the Subject Assets (collectively, the “Other Construction Terms ”).

          (ii) As soon as practicable, but in any event within 60 days after receipt of such written notification, the General Partner shall notify the applicable Crestwood Holdings Entity in writing that either (x) the General Partner, on behalf of the Partnership Group, has elected (with the concurrence of the Conflicts Committee) not to cause a Partnership Group Member to purchase the Subject Assets, in which event the Crestwood Holdings Entities shall be forever free to continue to own, operate dispose of or otherwise deal in such Subject Assets, or (y) the General Partner, on behalf of the Partnership Group, has elected (with the concurrence of the Conflicts Committee) to cause a Partnership Group Member to purchase the Subject Assets, in which event the following procedures shall apply:

8

          (iii) In the event that the applicable Crestwood Holdings Entity and the General Partner (with the concurrence of the Conflicts Committee) within 60 days after receipt by the General Partner of the Construction Offer are able to agree on the fair market value of the Subject Assets that are subject to the Construction Offer and the Other Construction Terms of the Construction Offer, a Partnership Group Member shall purchase the Subject Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached and, if applicable, enter into an agreement with the Crestwood Holdings Entity to provide services in a manner consistent with the Construction Offer (as modified based on the agreement of the Parties and the concurrence of the Conflicts Committee).

          (iv) In the event that the applicable Crestwood Holdings Entity and the General Partner (with the concurrence of the Conflicts Committee) are unable to agree within 60 days after receipt by the General Partner of the Construction Offer on the fair market value of the Subject Assets that are subject to the Construction Offer, the applicable Crestwood Holdings Entity and the General Partner will engage a mutually agreed upon independent investment banking firm or other independent Person that is an expert in valuing midstream assets such as the Subject Assets that are the subject of the Construction Offer (the “Independent Expert”), to determine the fair market value of the Subject Assets. Such Independent Expert will determine the fair market value of the Subject Assets within 30 days of its engagement and furnish the applicable Crestwood Holdings Entity and the General Partner its determination, which determination shall be a final and binding determination of the fair market value. The fees of the Independent Expert will be split equally between Crestwood Holdings and the MLP.

          (v) If the applicable Crestwood Holdings Entity and the General Partner are unable to agree within 60 days after receipt by the General Partner of the Construction Offer on all of the Other Construction Terms, the applicable Crestwood Holdings Entity and the General Partner will obtain a good faith proposal from a mutually agreed upon third party engaged in the business to which such Other Construction Terms relate in order to determine the Other Construction Terms on which the General Partner and the applicable Crestwood Holdings Entity are unable to agree. Such third party will submit a good faith proposal regarding the Other Construction Terms on which the General Partner and the applicable Crestwood Holdings Entity are unable to agree within 30 days of its engagement to the applicable Crestwood Holdings Entity and the General Partner, which proposal shall be a final and binding determination of the Other Construction Terms. The fees of the third party will be split equally between the applicable Crestwood Holdings Entity and the Partnership Group.

          (vi) Once the fair market value and the Other Construction Terms have been finally determined pursuant to sub-clauses (iv) or (v) above, the General Partner will have the right, but not the obligation, subject to the concurrence of the Conflicts Committee, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Construction Offer as modified by the determination of the Independent Expert and/or the third party submitting a proposal, as applicable. The Partnership Group Member will provide written notice of its decision to the applicable Crestwood Holdings Entity within 30 days after the later of the date on which the Independent Expert and/or the third party submitting a proposal, as applicable, has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to

9

constitute a decision not to purchase the Subject Assets. If the General Partner elects to cause a Partnership Group Member to purchase the Subject Assets, then the Partnership Group Member shall purchase the Subject Assets pursuant to the Construction Offer as modified by the agreement of the Parties, the determination of the Independent Expert and/or the third party submitting a proposal, as applicable, as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the applicable Crestwood Holdings Entity to provide services in a manner consistent with the Construction Offer, as modified by the determination of the third party submitting a proposal, if applicable.

     2.4 Scope of Prohibition. Except as provided in this Article II and the MLP Agreement, each Crestwood Holdings Entity shall be free to engage in any business activity, including those that may be in direct competition with any Partnership Group Member.

     2.5 Enforcement. Each Crestwood Holdings Entity agrees and acknowledges that the Partnership Group does not have any adequate remedy at law for the breach by the Crestwood Holdings Entities of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group. Each Crestwood Holdings Entity further agrees and acknowledges that any Partnership Group Member may, in addition to the other remedies which may be available to the Partnership Group, file a suit in equity to enjoin any of the Crestwood Holdings Entities from such breach, and consents to the issuance of injunctive relief under this Agreement.

     2.6 Termination. This Article II shall terminate on the first to occur of the following: (a) August 10, 2017 and (b) at such time as a Crestwood Holdings Entity ceases to own or control a majority of the issued and outstanding voting securities of the General Partner.

ARTICLE III
Indemnification

     3.1 Indemnification by the Partnership Group. In addition to and not in limitation of the indemnification provided under the MLP Agreement, the Partnership Group shall indemnify, defend and hold harmless the Crestwood Holdings Entities and each of their officers, members, managers, partners, directors, employees and Affiliates from and against any Losses suffered or incurred by the Crestwood Holdings Entities by reason of or arising out of events and conditions associated with the operation of the MLP Assets and occurring on or after the Closing Date (as defined in the Previous Omnibus Agreement), unless in any such case indemnification would not be permitted under the MLP Agreement by reason of one of the provisos contained in Section 7.7 of the MLP Agreement.

     3.2 Indemnification Procedures.

          (a) The Indemnified Party agrees that within thirty (30) days after it becomes aware of facts giving rise to a claim for indemnification pursuant to this Article III, it will provide notice thereof in writing to the Indemnifying Party specifying the nature of and specific basis for such claim. Notwithstanding the foregoing, the Indemnified Party’s failure to provide notice under this Section 3.2 will not relieve the Indemnifying Party from liability hereunder with respect to

10

such matter except in the event and only to the extent that the Indemnifying Party is materially prejudiced by such failure or delay.

          (b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification set forth in this Article III, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

          (c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification set forth in Article III, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 3.2. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

          (d) The indemnification obligations under this Article III shall continue with respect to any claim for indemnification pursuant to this Article III that is pending as of the end of the applicable survival period notwithstanding the expiration of such survival period.

ARTICLE IV
Reimbursement Obligations

     4.1 Reimbursement for Operating and General and Administrative Expenses.

          (a) Crestwood Holdings hereby agrees to continue to provide, or cause to be provided, the Partnership Group with general and administrative services, such as legal, accounting, treasury, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal

11

audit, taxes and engineering (collectively, the “Services”).

          (b) The Partnership Group hereby agrees to reimburse the Crestwood Holdings Entities for all expenses incurred by or on its behalf in conjunction with the performance of the Services, including expenditures it incurs or payments it makes on behalf of the Partnership Group in connection with the business and operations of the Partnership Group, including, but not limited to, (i) salaries of all Crestwood Holdings personnel performing services on the Partnership Group’s behalf and the cost of employee benefits for such personnel, (ii) public company expenses of the MLP, such as K–1 preparation, external audit, internal audit, transfer agent and registrar, legal, printing, unitholder reports and other costs and expenses, (iii) general and administrative expenses and (iv) salaries and benefits of executive management of the General Partner who are employees of Crestwood Holdings.

          (c) To the extent Crestwood Holdings shall have charge or possession of any of the MLP Assets in connection with the provision of the Services, Crestwood Holdings shall separately maintain, and not commingle, the MLP Assets with those of Crestwood Holdings or any other Person.

     4.2 Reimbursement for Insurance. The Partnership Group hereby agrees to reimburse the Crestwood Holdings Entities for all expenses they incur or payments they make on behalf of the Partnership Group for insurance coverage with respect to the MLP Assets.

     4.3 Reimbursement for Operations Services Expenses.

          (a) Crestwood Holdings hereby agrees to continue to provide, or cause to be provided, the Partnership Group with those services necessary to operate, manage and maintain the MLP Assets (the “Operations Services”).

          (b) The Partnership Group hereby agrees to reimburse the Crestwood Holdings Entities for all expenses incurred by or on its behalf in conjunction with the Operations Services, including, but not limited to, (i) salaries and other wages (including payroll and withholding taxes associated therewith) of Crestwood Holdings personnel performing the Operations Services (the “Operations Personnel”), (ii) bonus amounts (including payroll and withholding taxes associated therewith) paid to Operations Personnel, (iii) paid time off benefits granted to Operations Personnel, (iv) employee benefits for Operations Personnel, including costs related to medical and prescription drug plan benefits, dental plan benefits, vision plan benefits, Flexible Spending Accounts, life and accidental death and dismemberment insurance coverage, long-term disability coverage and long-term care plan benefits, and 401k retirement plans and any matching 401(k) contributions, (v) grants of cash settled phantom units, if any, (vi) severance payments, if any, (vii) workers compensation insurance for Operations Personnel, and (viii) any other employee cost or benefit relating to Operations Personnel for which the Crestwood Holdings Entities incur costs.

          (c) The Operations Personnel will remain employees of Crestwood Holdings, and Crestwood Holdings shall retain the right to hire or discharge the Operations Personnel.

12

          (d) Crestwood Holdings will maintain workers’ compensation insurance (either through an insurance company or qualified self-insured program) which shall include and afford coverage to the Operations Personnel, and will name the General Partner and the MLP as additional named insureds under such insurance policy or qualified self-insured program. Prior to performing the Operations Services, each member of the Operations Personnel must sign an acknowledgment that for any work place injury, the individual’s sole remedy shall be under Crestwood Holdings’ workers’ compensation insurance policy.

     4.4 Reimbursement under MLP Agreement. Nothing in this Article IV shall prohibit or otherwise limit or reduce the rights of the General Partner and/or its Affiliates (including, without limitation, the Crestwood Holdings Entities) from seeking reimbursement pursuant to Section 7.4 of the MLP Agreement.

ARTICLE V
Miscellaneous

     5.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Texas. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Ft. Worth, Texas.

     5.2 Notice. All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by fax to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by fax shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 5.2.

     For notices to the Crestwood Holdings Entities:

Crestwood Holdings Partners LLC
717 Texas Avenue
Suite 3150
Houston, Texas 77002
Fax: 832-519-2250
Attention: Robert G. Phillips

          For notices to the Partnership Entities:

Crestwood Midstream Partners LP
717 Texas Avenue
Suite 3150
Houston, Texas 77002
Fax: 832-519-2250
Attention: Robert G. Phillips

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     5.3 Entire Agreement. This Agreement (together with the MLP Agreement) constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

     5.4 Termination. This Agreement, other than the provisions set forth in Article III hereof, shall terminate upon a Change of Control of the General Partner or the MLP, other than any Change of Control of the General Partner or the MLP that may be deemed to have occurred pursuant to clause (iv) of the definition of Change of Control solely as a result of a Change of Control of Crestwood Holdings. Notwithstanding any other provision of this Agreement, if the General Partner is removed as general partner of the MLP under circumstances where Cause does not exist and Common Units held by the General Partner and its Affiliates are not voted in favor of such removal, this Agreement may immediately thereupon be terminated by Crestwood Holdings.

     5.5 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

     5.6 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties; provided, however, that the MLP may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the General Partner, will have an adverse effect on the holders of Common Units. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

     5.7 Assignment; Third Party Beneficiaries. No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties. Each of the Parties hereto specifically intends that each entity comprising the Crestwood Holdings Entities and the Partnership Entities, as applicable, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity.

     5.8 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

     5.9 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this

14

Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

     5.10 Gender, Parts, Articles and Sections. Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement.

     5.11 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

     5.12 Withholding or Granting of Consent. Each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

     5.13 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.

     5.14 Negation of Rights of Limited Partners, Assignees and Third Parties. Except as set forth in Section 5.7, the provisions of this Agreement are enforceable solely by the Parties, and no limited partner, member, or assignee of Crestwood Holdings or the MLP or other Person shall have the right, separate and apart from Crestwood Holdings or the MLP, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

     5.15 No Recourse Against Officers or Directors. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of any Crestwood Holdings Entity or any Partnership Entity.

[Signature page follows]

15

     IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Effective Date.

CRESTWOOD MIDSTREAM PARTNERS LP
By:	CRESTWOOD GAS SERVICES GP LLC,
	its general partner

By:
	Name:
	Title:

CRESTWOOD GAS SERVICES GP LLC
By:
	Name:
	Title:

CRESTWOOD HOLDINGS PARTNERS LLC
By:
	Name:
	Title:

16

SCHEDULE 2.01 Revolving Facility Commitments

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

SCHEDULE 3.04 Governmental Approvals.

None.

SCHEDULE 3.07(e) Condemnation Proceedings

None.

SCHEDULE 3.07(g) Subsidiaries

		Percentage of Each Class of Equity Interest Owned by the Borrower
Name	Jurisdiction	or any such Subsidiary
Quicksilver Gas Services Operating LLC	Delaware	100% equity interest owned by Quicksilver Gas Services LP
Quicksilver Gas Services Operating GP LLC	Delaware	100% equity interest owned by Quicksilver Gas Services Operating LLC
Cowtown Gas Processing Partners L.P.	Texas	99% limited partner equity interest owned by Quicksilver Gas Services Operating LLC
		1% general partner equity interest owned by Quicksilver Gas Services Operating GP LLC
Cowtown Pipeline Partners L.P.	Texas	99% limited partner equity interest owned by Quicksilver Gas Services Operating LLC
		1% general partner equity interest owned by Quicksilver Gas Services Operating GP LLC

SCHEDULE 3.07(h) Subscriptions

Subordinated Promissory Note, dated as of August 10, 2007, made by the Borrower payable to the order of Quicksilver Resources Inc. and purchased by HoldCo in connection with the Acquisition.

SCHEDULE 3.08(a) Litigation

None.

SCHEDULE 3.12 Tax Returns.

None.

SCHEDULE 3.15 Environmental Matters.

None.

SCHEDULE 3.17 Real Property.

Real Property other than any leased Real Property

1.	2400 County Road 326, Cleburne, Texas (Cowtown Plant)
2.	8407 Godley Road, Acton, Texas (Corvette Plant)
3.	6900 E. Rosedale Street, Fort Worth, Texas (Lake Arlington Compressor Facility)
4.	12495 HWY 114, Justin, Texas (Alliance Treating Facility)
5.	1.33 acres, County Road 917, Johnson County, Texas
6.	1.553 acres, near County Road 2850, Bosque County, Texas
7.	All real property identified on Exhibit A attached hereto

Leased Real Property

1.	310 Bo Gibbs Blvd., Glen Rose, Texas
2.	Burnett Plaza, 800 and 801 Cherry Street, Suite #3400, Fort Worth, Texas
3.	All real estate and interests in real estate leased by Cowtown Pipeline Partners L.P. pursuant to that Lease Agreement, dated as of January 6, 2010, between Cowtown Pipeline L.P., as lessor, and Cowtown Pipeline Partners L.P., as lessee, and further identified on Exhibit B attached hereto.

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00276.55	WILLIAM C MCGEHEE ET UX	A	PLROW		1/5/2006	BOSQUE	630	128		A103
TXPL00289.55	WILLIAM T CLARKE JR	A	PLROW		2/23/2006	BOSQUE	262	463	2168-06	A103
TXPL00316.55	WENDELL L CLARKE	A	PLROW		3/23/2006	BOSQUE	626	471	2169-06	A103
TXPL00337.55	JAMES WILSON VALLASTER JR	A	PLROW		10/13/2005	BOSQUE			2006-3233	A103
TXPL00704.55	ORVILLE L DRISKELL JR ET U	A	PLROW		8/11/2007	BOSQUE			2008-0778	A103B-2
TXPL00780.55	DAN A OLSON	A	PLROW		9/11/2007	BOSQUE			2008-0777	A103B-2
TXPL00817.55	RONALD S SIKMA	A	PLROW		9/26/2007	BOSQUE			2008-1295	A103B-2
TXPL00907.55	BOSQUE COUNTY ROAD 2660	A	PERMIT		10/16/2007	BOSQUE				A103B-2
TXPL00080.55	D ELAINE BECKER	A	PLROW		1/16/2006	BOSQUE	618	26	0435-06	A103-D1
TXPL00081.55	BERGS RIVER RIDGE RANCH	A	PLROW		1/30/2006	BOSQUE	618	19	0434-06	A103-D1
TXPL00082.55	KENNETH A RADDE	A	PLROW		12/22/2005	BOSQUE	616	240	0038	A103-D1
TXPL00083.55	BOSQUE COUNTY RD 1060	A	PERMIT		12/29/2005	BOSQUE	NA	NA		A103-D1
TXPL00084.55	HENRY W RADDE	A	PLROW		12/21/2005	BOSQUE	616	234	0037-06	A103-D1
TXPL00168.55	HENRY W RADDE	A	PLROW		3/2/2006	BOSQUE	626	438	2164-06	A103-D1A
TXPL00170.55	BOSQUE COUNTY RD 1060	A	PERMIT		2/28/2006	BOSQUE	N/A	N/A		A103-D1A
TXPL00171.55	BOSQUE COUNTY ROAD 1060	A	PERMIT		2/28/2006	BOSQUE	N/A	N/A		A103-D1A
TXPL00172.55	JERRY HILL ET UX	A	PLROW		4/6/2006	BOSQUE	626	451	2166-06	A103-D1A
TXPL00173.55	BOSQUE COUNTY ROAD 3215	A	PERMIT		2/28/2006	BOSQUE	NA/	NA/		A103-D1A
TXPL00174.55	CECIL PETERS ET UX	A	PLROW		4/6/2006	BOSQUE	626	457	2167-06	A103-D1A
TXPL00384.55	HARREL H CAMPBELL ET UX	A	PLROW		8/6/2006	BOSQUE	643	224	5242	C100
TXPL00385.55	PATRICIA DEFORD	A	PLROW		8/28/2006	BOSQUE	643	243	5245	C100
TXPL00386.55	J C STAFFORD ET UX	A	PLROW		8/16/2006	BOSQUE	643	236	5244	C100
TXPL00387.55	MARK LANE	A	PLROW		9/18/2006	BOSQUE	643	230	00005243	C100
TX0350395.99	FINIS A KIMBELL ET UX	A	DEED		2/7/2007	BOSQUE			2007-0550	G100
TXPL00445.55	MICHAEL & BARBARA J DOMEL	A	PLROW		12/5/2006	BOSQUE			2007-1168	G100A
TXPL00506.55	FINIS A KIMBELL	A	PLROW		7/5/2006	BOSQUE			2007-1169	G100B
TX1210022.99	M T COLE TRUST NO 2	A	DEED		2/9/2009	DENTON			2009-14363	651-A
TX1210022.99	M T COLE TRUST NO 2	A	DEED		2/9/2009	DENTON			2009-17582	651-A
TX1210032.55	ENTERPRISE TEXAS PIPELINE	A	SURF		9/24/2009	DENTON			2009-138526	651-A
TXPL01403.55	JAY C MCLENNAN	A	PLROW		12/31/2007	DENTON			2008-8913	AL104
TXPL01429.55	CALVIN B PETERSON ET AL	A	PLROW		10/31/2007	DENTON			2007135653	AL104
TXPL01508.55	TXDOT FM 156 20090326061	A	PERMIT		3/27/2009	DENTON				AL104
TXPL01509.55	TXDOT FM 156 20090325057	A	PERMIT		3/17/2009	DENTON				AL104
TXPL01571.55	DC METZGER PROPERTIES LTD	A	PLROW		10/23/2009	DENTON			2009-138522	AL104
TXPL01603.55	COWTOWN PIPELINE LP	A	PLROW		9/2/2009	DENTON			2009-138521	ALD100
TXPL01405.55	JEANNE SHELTON	A	PLROW		12/18/2007	DENTON			2007-14660	AALGL101A
TXPL01762.55	CITY OF FORT WORTH	A	PERMIT		8/18/2010	DENTON				AL103A

Page 1

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01656.55	GEBERT FAMILY PARTNERSHIP LP	A	PLROW		3/5/2010	DENTON				ALD100
TXPL01671.55	BNSF RAILWAY CO #10-40302	A	PERMIT		6/9/2010	DENTON				ALD100
TXPL01660.55	GEBERT FAMILY PARTNERSHIP LP	A	PLROW		3/5/2010	DENTON				ALD100A
TXPL01658.55	GEBERT FAMILY PARTNERSHIP LP	A	PLROW		3/5/2010	DENTON				ALD100B
TXPL01655.55	GEBERT FAMILY PARTNERSHIP LP	A	PLROW		3/5/2010	DENTON				ALD100B1
TXPL01644.55	MITCHELL MITCHELL & MITCHELL E	A	PLROW		2/17/2010	DENTON				651-A
TXPL01731.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	DENTON			2010-33493	AL101A1
TXPL01723.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	DENTON			2010-33486	AL103
TXPL01715.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	DENTON	2010-33491			AL103C
TXPL01761.55	SHERMAN P HALL ET UX	A	PLROW		8/25/2010	DENTON				AL104D1
TXPL01667.55	BNSF RAILWAY CO #10-40104	A	PERMIT		4/7/2010	DENTON				ALD100
TXPL01682.55	JENROL LLC	A	PLROW		4/20/2010	DENTON				ALD100
TXPL01683.55	EMAD ASAD MEHDIR	A	PLROW		4/28/2010	DENTON				ALD100
TXPL01706.55	CLARK W MCKELVEY FAMILY LIMIT	A	PLROW		6/15/2010	DENTON				ALD100
TXPL01746.55	DONALD B WILEY TRUST ET AL	A	PLROW		7/28/2010	DENTON				ALD100
TXPL01752.55	EMAD ASAD MEHDIR	A	PLROW		8/4/2010	DENTON				ALD100
TXPL01758.55	GEBERT FAMILY PARTNERSHIP LP	A	PLROW		8/12/2010	DENTON				ALD100C
TXPL00381.55	JIMMIE RAMAGE ET UX	A	PLROW		8/10/2006	ERATH	1309	788	610932	C101
TXPL01027.55	J T WELLMAN	A	SURF		5/9/2007	HOOD	2376	565	2875	A104H
TX2210947.99	QUICKSILVER RESOURCES INC	A	DEED		5/3/2007	HOOD	2303	212	9197	120
TX2211226.99	EUGENE C WYATT	A	DEED		5/1/2008	HOOD	2399	515	8362	120
TX2211295.99	COWTOWN PIPELINE PART LP	A	DEED		11/30/2007	HOOD	2408	501	10430	120
TX2211296.99	QUICKSILVER RESOURCES INC	A	DEED		5/19/2008	HOOD	2402	0509	09073	120
TXPL00001.55	Z BAR LAND & CATTLE CO TD	A	PLROW		9/9/2004	HOOD	2082	971	3645	A100
TXPL00002.55	LATTIMORE MATERIALS CO L P	A	PLROW		12/21/2004	HOOD	2082	966	2644	A100
TXPL00003.55	TIM J CECIL	A	PLROW		1/21/2004	HOOD	2082	961	3643	A100
TXPL00004.55	MICHAEL X MOONEY ET UX	A	PLROW		1/12/2005	HOOD	2082	921	3637	A100
TXPL00007.55	LANNY AIKEN ET UX	A	PLROW		3/1/2005	HOOD	2082	955	3642	A100
TXPL00009.55	WYNONIA PALLMEYER	A	PLROW		2/21/2005	HOOD	2082	943	3640	A100
TXPL00010.55	DAVID HARRIS ET UX	A	PLROW		1/24/2005	HOOD	2082	937	3639	A100
TXPL00011.55	WILLIAM C PARRISH	A	PLROW		2/19/2005	HOOD	2083	6	3651	A100
TXPL00012.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		6/28/2004	HOOD	NA	NA		A100
TXPL00013.55	LEONARD LEITO ET UX	A	PLROW		2/15/2005	HOOD	2082	931	3638	A100
TXPL00014.55	LEONARD LEITO ET UX	A	PLROW		5/24/2004	HOOD	2059	204	19353	A100
TXPL00015.55	HENRY A SPRINKLE JR ET UX	A	PLROW		5/24/2004	HOOD	2059	209	19354	A100
TXPL00016.55	RAYMOND F GABLER ET UX	A	PLROW		5/22/2004	HOOD	2059	192	19351	A100
TXPL00017.55	MARY KATHRYN MASSEY	A	PLROW		8/25/2004	HOOD	2059	141	19344	A100
TXPL00018.55	JAMES G HODGES ET UX	A	PLROW		8/9/2004	HOOD	2059	272	19366	A100
TXPL00019.55	HOLLIS W WHITWORTH	A	PLROW		7/9/2005	HOOD	2059	147	19342	A100
TXPL00020.55	WILLIAM T KIDD ET UX	A	PLROW		7/27/2004	HOOD	2059	250	19362	A100
TXPL00021.55	THOMAS CALVIN HAZLE	A	PLROW		6/11/2004	HOOD	2059	267	19365	A100

Page 2

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00022.55	KEVIN GROVE ET UX	A	PLROW		6/21/2004	HOOD	2059	136	19340	A100
TXPL00023.55	JAMES P DALY & IRENE DALY	A	PLROW		7/1/2004	HOOD	2125	310	13204	A100
TXPL00024.55	WILLIAM WHEELER ET UX	A	PLROW		6/29/2004	HOOD	2059	262	19364	A100
TXPL00025.55	BRET WHITE & SHIRLEY WHITE	A	PLROW		6/18/2004	HOOD	2059	240	19360	A100
TXPL00026.55	TIMOTHY AMYETT ET UX	A	PLROW		6/25/2004	HOOD	2059	245	19361	A100
TXPL00027.55	DEBORAH L MARSHALL SCHERER	A	PLROW		7/26/2004	HOOD	2059	224	19357	A100
TXPL00028.55	SHERRY E MARSHALL POMYKAL	A	PLROW		7/26/2004	HOOD	2059	219	19356	A100
TXPL00029.55	CHARLES F HOLMES ET UX	A	PLROW		12/15/2004	HOOD	2125	317	13205	A100
TXPL00030.55	WILSON FAMILY PART ET AL	A	PLROW		7/2/2004	HOOD	2059	152	19343	A100
TXPL00031.55	SAMUEL L MARSHALL ET AL	A	PLROW		7/23/2004	HOOD	2125	323	13206	A100
TXPL00032.55	LINDON STEWART ET UX	A	PLROW		11/19/2005	HOOD	2059	229	19358	A100
TXPL00034.55	METHODIST CHILDREN’S HOME	A	PLROW		7/23/2004	HOOD	2059	234	19359	A100
TXPL00035.55	SANDRA M ZETTL	A	PLROW		8/26/2004	HOOD	2125	304	13203	A100
TXPL00036.55	DAVID A SPRADLIN ET UX	A	PLROW		2/4/2005	HOOD	2125	341	13208	A100
TXPL00048.55	TXDOT 112-HPG-042-05	A	PERMIT		7/6/2005	HOOD	N/A	N/A		A100
TXPL00049.55	TXDOT 112-G-043-04	A	PERMIT		9/13/2004	HOOD	N/A	N/A		A100
TXPL00050.55	MILDRED BROCK PARKER	A	PLROW		3/30/2005	HOOD	2125	229	13191	A100
TXPL00053.55	J R MATLOCK & G M MATLOCK	A	PLROW		3/9/2005	HOOD	2125	242	13193	A100
TXPL00054.55	JACKIE D ABLES	A	PLROW		3/23/2005	HOOD	2125	248	13194	A100
TXPL00055.55	O C CHEEK JR ET UX	A	PLROW		12/20/2004	HOOD	2125	218	13189	A100
TXPL00056.55	O C CHEEK JR ET UX	A	PLROW		9/18/2004	HOOD	2125	224	13190	A100
TXPL00112.55	PAUL LUTHER HIGGINS ET UX	A	PLROW		3/10/2005	HOOD	2125	255	13195	A100
TXPL00113.55	KURT D REINECK	A	PLROW		2/11/2005	HOOD	2125	259	13196	A100
TXPL00114.55	CHARLES R SNAKARD	A	PLROW		4/5/2005	HOOD	2155	512	20166	A100
TXPL00115.55	LAURA S CROSBY	A	PLROW		4/13/2005	HOOD	2155	520	20167	A100
TXPL00116.55	HERBERT H JOHNSON ET AL	A	PLROW		3/22/2005	HOOD	2125	265	13197	A100
TXPL00117.55	GLEEN DORA REED	A	PLROW		2/24/2005	HOOD	2125	272	13198	A100
TXPL00118.55	SANDRA M ZETTL	A	PLROW		4/11/2005	HOOD	2125	287	13200	A100
TXPL00119.55	MARY KATHERINE H MASSEY	A	PLROW		4/29/2005	HOOD	2125	291	13201	A100
TXPL00120.55	SHERRY ELIZABETH M POMYKAL	A	SURF		12/1/2005	HOOD	2165	528	301	A100
TXPL00121.55	SHERRY ELIZABETH M POMYKAL	A	SURF		1/4/2005	HOOD	2152	165	19362	A100
TXPL00122.55	JOSEPH S LANGDON ET UX	A	PLROW		1/14/2005	HOOD	2125	329	13207	A100
TXPL00201.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		3/3/2005	HOOD	N/A	N/A		A100
TXPL00202.55	HOOD COUNTY COMMISISONERS	A	PERMIT		3/3/2005	HOOD	N/A	N/A		A100
TXPL00319.55	JIMMY R MATLOCK ET AL	A	SURF		4/24/2006	HOOD	2201	399	9165	A100
TXPL00336.55	DEBORAH LOU M SCHERER	A	SURF		6/1/2006	HOOD	2217	146	12580	A100

Page 3

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00353.55	O C CHEEK ET UX	A	SURF		6/21/2006	HOOD	2217	142	12579	A100
TXPL00531.55	EULA ANN MARTIN	A	PLROW		6/8/2006	HOOD				A100
TXPL00646.55	SHELLEY KAY SASS TRUST	A	PLROW		6/7/2005	HOOD	2297	52	7775	A100
TXPL00037.55	BILL C JAMES ET UX	A	PLROW		11/4/2004	HOOD	2064	621	20584	A100A
TXPL00038.55	CHARLES F HOLMES ET UX	A	PLROW		12/15/2004	HOOD	2142	18	17042	A100A
TXPL00203.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		9/30/2004	HOOD	N/A	N/A		A100A
TXPL00600.55	MELISSA MILES CORNELIUS	A	SURF		6/28/2006	HOOD	2222	916	13886	A100B4
TXPL00143.55	O C CHEEK JR ET UX	A	PLROW		9/18/2004	HOOD	2082	993	3649	A100C
TXPL00144.55	LATTIMORE PROPERTIES INC	A	PLROW		7/21/2005	HOOD	2142	13	17041	A100C
TXPL00145.55	DOROTHY PINSON GIBBS	A	PLROW		8/29/2005	HOOD	2142	24	17043	A100C
TXPL00146.55	GRADY JOHN LEWIS	A	PLROW		9/12/2005	HOOD	2142	29	17044	A100C
TXPL00147.55	WALTER E PARKER ET AL	A	PLROW		9/29/2005	HOOD	2142	34	17045	A100C
TXPL00148.55	MICHAEL X MOONEY ET UX	A	PLROW		10/4/2005	HOOD	2147	430	18307	A100C
TXPL00076.55	O C CHEEK JR ET UX	A	PLROW		9/18/2004	HOOD	2082	988	3648	A100C1
TXPL00150.55	MICHAEL X MOONEY ET UX	A	PLROW		10/4/2005	HOOD	2155	495	20163	A100C4
TXPL00882.55	MICHAEL X MOONEY ET UX	A	PLROW		11/5/2007	HOOD	2361	991	22969	A100C-4A
TXPL00498.55	WALTER PARKER ET AL	A	PLROW		2/7/2007	HOOD	2289	810	6108	A100C5
TXPL01197.55	LATTIMORE MATERIALS CO LP	A	PLROW		9/8/2008	HOOD	2432	591	16122	A100C6
TXPL00917.55	ROBERT D TEMPLE	A	PLROW		12/12/2007	HOOD	2443	87	18716	A100CC
TXPL01008.55	BILLY M MOWELL	A	PLROW		2/25/2008	HOOD	2452	469	791	A100CC
TXPL01014.55	RON INVESTMENTS LTD	A	PLROW		2/25/2007	HOOD	2446	941	19665	A100CC
TXPL01049.55	WILLIAM WHEELER ET UX	A	PLROW		4/2/2008	HOOD	2443	107	18720	A100CC
TXPL01054.55	JAMES W TRAVIS ET UX	A	PLROW		4/16/2008	HOOD	2446	936	19664	A100CC
TXPL01344.55	GRADEN KYLE ESTES ET UX	A	PLROW		1/23/2008	HOOD	2443	99	18718	A100CC
TXPL01489.55	QUICKSILVER RESOURCES INC	A	PLROW		1/5/2008	HOOD	2452	473	792	A100CC
TXPL00151.55	Z BAR LAND AND CATTLE COMP	A	PLROW		1/6/2005	HOOD	2083	401	3721	A100D
TXPL00152.55	Z BAR LAND AND CATTLE COMP	A	PLROW		1/6/2005	HOOD	2082	977	3646	A100D1
TXPL00153.55	Z BAR LAND AND CATTLE COMP	A	PLROW		3/3/2005	HOOD	2083	14	3652	A100D1
TXPL00915.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		12/13/2007	HOOD	2384	397	4643	A100D-1A
TXPL01002.55	HOOD COUNTY CR 326	A	PLROW		11/30/2007	HOOD				A100D-1A
TXPL01095.55	HOOD COUNTY RASH COURT	A	PLROW		4/8/2008	HOOD	N/A	N/A		A100-DD
TXPL01487.55	QUICKSILVER RESOURCES INC	A	PLROW		12/31/2008	HOOD	2452	455	788	A100-DD
TXPL01320.55	MICHAEL X MOONEY ET UX	A	PLROW		11/19/2008	HOOD	4514	358	92	A100EE
TXPL00154.55	Z BAR LAND AND CATTLE COMP	A	PLROW		3/3/2005	HOOD	2083	20	2653	A100F
TXPL00914.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		3/24/2008	HOOD	2386	69	5046	A100F-1
TXPL01001.55	HOOD COUNTY CR 326	A	PLROW		11/30/2007	HOOD				A100F-1
TXPL00157.55	TIM CLARK	A	PLROW		7/1/2005	HOOD	2147	448	18310	A100G
TXPL00158.55	TX DEPT OF TRANSPORTATION	A	PERMIT		4/27/2005	HOOD	N/A	N/A		A100G

Page 4

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00159.55	JULIE SLOCUM MONROE ET AL	A	PLROW		6/11/2005	HOOD	2147	453	18311	A100G
TXPL00160.55	MILDRED L SMELLEY ET AL	A	PLROW		6/13/2005	HOOD	2147	458	18312	A100G
TXPL00161.55	JULIE SLOCUM MONROE ET AL	A	PLROW		8/24/2005	HOOD	2147	465	18313	A100G3
TXPL00162.55	BUFORD SCOTT JR ET AL	A	PLROW		9/16/2005	HOOD	2147	470	18314	A100G3
TXPL00163.55	JAMES C BRYANT JR	A	PLROW		7/28/2005	HOOD	2147	475	18315	A100G3
TXPL00382.55	RICHARD J SMELLEY EST ETAL	A	PLROW		10/3/2006	HOOD	2248	625	19860	A100G3-A
TXPL00477.55	CRESSON CROSSROADS LLC	A	PLROW		8/31/2006	HOOD	2252	954	20897	A100G3-A
TXPL00086.55	KEVIN S DOWNING ET UX	A	PLROW		6/7/2004	HOOD	2059	187	19350	A100H
TXPL00087.55	ELIZABETH ANN STEINBARGER	A	PLROW		6/4/2004	HOOD	2059	182	19349	A100H
TXPL00088.55	TX DEPT OF TRANSPORATION	A	PERMIT		8/10/2004	HOOD	NA	NA		A100H
TXPL00089.55	THERESA ANN WINKIEWICZ	A	PLROW		12/6/2005	HOOD	2157	604	20695	A100H
TXPL00090.55	BILLY J ROLLINS ET UX	A	PLROW		6/11/2004	HOOD	2059	172	19347	A100H
TXPL00091.55	L B KENNEDY ET AL	A	PLROW		6/11/2004	HOOD	2059	177	19348	A100H
TXPL00092.55	GERALD BOGGS ET AL	A	PLROW		6/18/2004	HOOD	2059	167	19346	A100H
TXPL00093.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		6/28/2004	HOOD	NA	NA		A100H
TXPL00094.55	J B MAYFIELD ET UX	A	PLROW		6/11/2004	HOOD	2059	214	19355	A100H
TXPL00095.55	CHARLOTTE GARRETT	A	PLROW		7/13/2004	HOOD	2059	157	19344	A100H
TXPL00096.55	J E WINTERS FAMILY PTSHP	A	PLROW		6/11/2004	HOOD	2141	997	17038	A100H
TXPL00097.55	GASTON B GARRETT JR ET UX	A	PLROW		7/21/2004	HOOD	2059	162	19345	A100H
TXPL00195.55	MILDRED J MCCLENDON	A	PLROW		3/30/2006	HOOD	2188	500	5880	A100H
TXPL00204.55	J E WINTERS FAM PRTSHP	A	SURF		3/23/2006	HOOD	2187	219	5601	A100H
TXPL00205.55	MILDRED JOHNSON MCCLENDON	A	SURF		3/30/2006	HOOD	2187	214	5600	A100H
TXPL00389.55	J B MAYFIELD ET UX	A	SURF		8/31/2006	HOOD	2248	636	19862	A100H
TXPL00098.55	KEVIN S DOWNING ET UX	A	SURF		2/15/2006	HOOD	2183	513	4692	A100H1
TXPL00099.55	MANUEL RODRIGUEZ	A	PLROW		1/10/2006	HOOD	2173	97	2127	A100H1
TXPL00100.55	YVONNE READ ET VIR	A	PLROW		1/12/2006	HOOD	2173	100	2128	A100H1
TXPL00101.55	TXDOT #112-HPG-001-06	A	PERMIT		1/10/2006	HOOD	NA	NA		A100H1
TXPL00102.55	LEE CULLEN CRISP ET UX	A	PLROW		1/13/2006	HOOD	2173	105	2129	A100H1
TXPL00624.55	LARRY SHEFFIELD	A	PLROW		6/18/2007	HOOD	2336	602	17105	A100H1-A
TXPL00655.55	TERRI KIM GASTON VAUGHN	A	PLROW		7/16/2007	HOOD	2336	598	17104	A100H1-A
TXPL00672.55	JAMES L ASHMORE ET UX	A	PLROW		7/26/2007	HOOD	2336	593	17103	A100H1-A
TXPL00687.55	CRISP FAMILY LTD PARTNERSH	A	PLROW		8/1/2007	HOOD	2336	606	17106	A100H1-A
TXPL00717.55	CARMICHAEL FAMILY TRUST	A	PLROW		8/15/2007	HOOD	2336	618	17108	A100H1-A
TXPL00721.55	R FRANK FURR ET UX	A	PLROW		8/23/2007	HOOD	2336	611	17107	A100H1-A
TXPL00741.55	KENNETH L MASSEY	A	PLROW		8/23/2007	HOOD	2336	626	17109	A100H1-A
TXPL00809.55	TXDOT #112-HPG-066-07	A	PERMIT		6/13/2007	HOOD				A100H1-A
TXPL00827.55	TXDOT #112-HPG-88-07	A	PERMIT		8/29/2007	HOOD				A100H1-A
TXPL01176.55	CARMICHAEL FAMILY TRUST	A	PLROW		8/13/2008	HOOD	2426	918	14658	A100H1A1
TXPL01213.55	GEE ROAD HOOD COUNTY	A	PLROW		6/30/2008	HOOD	N/A	N/A		A100H1A1
TXPL01232.55	LOWDON FAMILY PARTNERSHIP	A	PLROW		8/6/2008	HOOD	2426	972	14664	A100H1A1
TXPL00357.55	GERALD BOGGS ET UX	A	PLROW		8/2/2006	HOOD	2224	199	14223	A100H2
TXPL00358.55	ABE A BUSH JR ET UX	A	PLROW		8/2/2006	HOOD	2224	194	14222	A100H2

Page 5

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00379.55	J E WINTERS FAMILY PARTNER	A	PLROW		8/28/2006	HOOD	2231	849	15981	A100H3
TXPL00380.55	STEWART & DURANT CATTLE CO	A	PLROW		8/29/2006	HOOD	2231	844	15980	A100H3
TXPL00465.55	J E WINTERS FAMILY PARTNER	A	SURF		1/31/2007	HOOD	2285	44	4928	A100H3-A
TXPL00639.55	STEWART & DURANT CATTLE CO	A	PLROW		6/27/2007	HOOD	2322	965	13929	A100H3-B
TXPL00455.55	JACKSAXET LP	A	PLROW		3/8/2007	HOOD	2285	117	4944	A100H4
TXPL00456.55	BRADLEY S ROBINSON GST TR	A	PLROW		1/18/2007	HOOD	2285	124	4945	A100H4
TXPL00457.55	LINDA JOY DAMRON ET AL	A	PLROW		1/26/2007	HOOD	2285	128	4946	A100H4
TXPL00493.55	ABE A & ANNETTE L BUSH	A	PLROW		1/25/2007	HOOD	2289	799	6106	A100H4
TXPL00593.55	HOOD COUNTY COMMISSIONER	A	PERMIT		1/31/2007	HOOD	N/A	N/A		A100H4
TXPL00748.55	BRADLEY S ROBINSON GST TR	A	PLROW		8/23/2007	HOOD	2336	707	17122	A100H4-A
TXPL00752.55	LINDA JOY DAMRON ET AL	A	PLROW		8/23/2007	HOOD	2336	703	17121	A100H4-A
TXPL00755.55	BRADLEY S ROBINSON GST TR	A	PLROW		8/23/2007	HOOD	2336	711	17123	A100H4-A
TXPL00458.55	MILDRED JOHNSON MCCLENDON	A	PLROW		2/9/2007	HOOD	2285	109	4942	A100H5
TXPL00461.55	DENNIS R MINTER ET UX	A	PLROW		2/26/2007	HOOD	2285	105	4941	A100H5
TXPL00499.55	TXDOT 112-HPG-020-07	A	PERMIT		2/26/2007	HOOD	N/A	N/A	N/A	A100H5
TXPL00471.55	MILDRED JOHNSON MCCLENDON	A	PLROW		4/2/2007	HOOD	2298	941	8187	A100H5-A
TXPL00459.55	MILDRED JOHNSON MCCLENDON	A	PLROW		2/9/2007	HOOD	2285	101	4940	A100H6
TXPL00460.55	JACKIE W COURTNEY SR ET UX	A	PLROW		2/9/2007	HOOD	2285	97	4939	A100H6
TXPL01574.55	JACKIE W COURTNEY ET UX	A	PLROW		10/29/2009	HOOD	2526	0364	00936	A100H-6A
TXPL00623.55	JAMES D ROLLINS	A	PLROW		6/18/2007	HOOD	2363	5	23212	A100H7
TXPL00643.55	LYNIE B KENNEDY ET AL	A	PLROW		6/29/2007	HOOD	2363	11	23213	A100H7
TXPL00644.55	LYNIE B KENNEDY ET AL	A	PLROW		6/29/2007	HOOD	2363	1	23211	A100H7
TXPL00103.55	JOSEPH S LANGDON ET UX	A	PLROW		12/6/2005	HOOD	2157	609	20696	A100I
TXPL00104.55	JOSEPH S LANGDON ET UX	A	PLROW		3/11/2005	HOOD	2147	436	18308	A100I-1
TXPL00451.55	CHRISTINE THRASH FLP	A	PLROW		11/27/2006	HOOD	2285	38	4927	A100I3
TXPL00599.55	JOSEPH S LANGDON ET UX	A	PLROW		12/27/2006	HOOD	2298	945	8188	A100I3
TXPL00666.55	CHRISTINE THRASH FLP	A	PLROW		7/18/2007	HOOD	2336	715	17124	A100I4
TXPL01058.55	JOSEPH S LANGDON ET UX	A	PLROW		4/10/2008	HOOD	2393	63	6855	A100I5
TXPL00105.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		7/21/2005	HOOD	2142	685	17208	A100J
TXPL00916.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		12/13/2007	HOOD	2384	393	4642	A100J-1
TXPL00106.55	MABEL ROE	A	PLROW		10/11/2005	HOOD	2146	332	18085	A100K
TXPL00180.55	SHERRY E M POMYKAL	A	PLROW		6/21/2005	HOOD	2141	503	16931	A100K
TXPL00181.55	SAMUEL MEEK MARSHALL ET UX	A	PLROW		6/23/2005	HOOD	2141	509	16932	A100K
TXPL00182.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		6/14/2005	HOOD	NA	NA		A100K
TXPL00183.55	MARY A HOPKINS ET AL	A	PLROW		8/1/2005	HOOD	2141	515	16933	A100K
TXPL00184.55	JAMES BATES RANDLE ET AL	A	PLROW		6/17/2005	HOOD	2141	520	16934	A100K
TXPL00185.55	STETSON MASSEY JR ET AL	A	PLROW		6/17/2005	HOOD	2141	527	16935	A100K
TXPL00186.55	MARJORIE ANN RANDLE ET AL	A	PLROW		9/6/2005	HOOD	2141	534	16936	A100K

Page 6

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00187.55	JIMMY TIDWELL ET UX	A	PLROW		7/27/2005	HOOD	2141	541	16937	A100K
TXPL00188.55	TRIPLE H INVESTMENTS	A	PLROW		9/14/2005	HOOD	2141	547	16938	A100K
TXPL00189.55	TXDOT # 112-HPG-050-05	A	PERMIT		8/1/2005	HOOD	NA	NA		A100K
TXPL00190.55	JERREL E BOLTON ET AL	A	PLROW		9/19/2005	HOOD	2141	553	16939	A100K
TXPL00191.55	JERREL E BOLTON ET AL	A	PLROW		9/19/2005	HOOD	2141	559	16940	A100K
TXPL00192.55	A L & J L HEWITT LIVING TR	A	PLROW		9/26/2005	HOOD	2142	667	17205	A100K
TXPL00193.55	JERRYS WARRANTY CO ET AL	A	PLROW		9/19/2005	HOOD	2142	7	17040	A100K-1
TXPL00675.55	STETSON MASSEY JR ET AL	A	PLROW		7/23/2007	HOOD	2327	593	15005	A100K-10
TXPL00936.55	JONNIE WAYNE ROLLINS	A	PLROW		12/17/2007	HOOD	2360	797	22690	A100K-11
TXPL00963.55	T & P PROPERTIES FAMILY PA	A	PLROW		12/14/2007	HOOD	2376	537	2869	A100K-11
TXPL00964.55	T & P PROPERTIES FAMILY PA	A	PLROW		12/14/2007	HOOD	2376	541	2870	A100K-11
TXPL01029.55	QUICKSILVER RESOURCES INC	A	PLROW		1/4/2008	HOOD	2376	549	2872	A100K-11
TXPL01030.55	QUICKSILVER RESOURCES INC	A	PLROW		1/4/2008	HOOD	2376	545	2871	A100K-11
TXPL01056.55	L B ROLLINS FAMILY REV TR	A	PLROW		3/7/2008	HOOD	2384	385	4640	A100K-11
TXPL01412.55	T & P FAMILY PARTNERSHIP	A	PLROW		9/29/2008	HOOD	2446	911	19659	A100K-11A
TXPL00946.55	L B ROLLINS FAMILY REV LIV	A	PLROW		12/26/2007	HOOD	2372	184	1952	A100K-11B
TXPL01228.55	T & P PROPERTIES FAMILY PA	A	SURF		9/29/2008	HOOD	2446	907	19658	A100K-11B
TXPL00664.55	WALKER MURRAY RANDLE	A	PLROW		7/16/2007	HOOD	2327	658	15016	A100K-12
TXPL00888.55	JAMES TILLEY ET UX	A	PLROW		11/8/2007	HOOD	2370	367	1544	A100K-13
TXPL00889.55	ALAN CORY BENSON	A	PLROW		11/11/2007	HOOD	2370	371	1545	A100K-13
TXPL00890.55	DAVID S UMPHRESS SR ET UX	A	PLROW		1/9/2008	HOOD	2370	379	1547	A100K-13
TXPL00891.55	DAVID S UMPHRESS SR. ET UX	A	PLROW		11/12/2007	HOOD	2370	375	1546	A100K-13
TXPL00901.55	SAMUEL MEEK MARSHALL ET AL	A	PLROW		11/23/2007	HOOD	2452	433	784	A100K-13
TXPL00954.55	GARY R HOPKINS ET AL	A	PLROW		1/11/2008	HOOD	2370	362	1543	A100K-13
TXPL00988.55	JUAN AVILA ET UX	A	PLROW		2/1/2008	HOOD	2376	517	2864	A100K-13
TXPL00990.55	MICHAEL QUIMBY	A	PLROW		2/2/2008	HOOD	2376	521	2865	A100K-13
TXPL00962.55	L M STEWART	A	PLROW		1/16/2008	HOOD	2386	940	5306	A100K-13A
TXPL00931.55	SAMUEL M MARSHALL ET AL	A	PLROW		1/25/2008	HOOD	2446	915	19660	A100K-14
TXPL00945.55	ROY LEE CLINE TRE CLINE	A	PLROW		12/19/2007	HOOD	2376	525	2866	A100K-15
TXPL01032.55	T & P PROPERTIES FLP	A	PLROW		12/14/2007	HOOD	2376	529	2867	A100K-15
TXPL00965.55	T & P PROPERTIES FAMILY PA	A	PLROW		12/14/2007	HOOD	2376	533	2868	A100K16
TXPL01147.55	STETSON MASSEY JR ET AL	A	PLROW		6/25/2008	HOOD	2423	482	14015	A100K-17
TXPL01267.55	JAMES GRADY RANDLE ET AL	A	PLROW		10/20/2008	HOOD	2446	951	19667	A100K-18
TXPL01307.55	TXDOT HWY 377	A	PERMIT		10/13/2008	HOOD	N/A	N/A		A100K-18
TXPL01308.55	HOOD CNTY OLD GRANDBURY RD	A	PERMIT		10/20/2008	HOOD				A100K-18
TXPL01345.55	SAMUEL MEEK MARSHALL ET AL	A	PLROW		12/22/2008	HOOD	2452	440	785	A100K-19
TXPL01399.55	LAUREL MCGILVERY	A	PLROW		12/31/2008	HOOD	2469	709	4612	A100K-19
TXPL01423.55	STETSON MASSEY JR ET AL	A	PLROW		2/26/2009	HOOD	2478	39	06424	A100K-19
TXPL00194.55	JERRYS WARRANTY CO ET AL	A	PLROW		9/19/2005	HOOD	2142	1	17039	A100K-1A

Page 7

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00107.55	RALPH WENDELL GEE ET UX	A	PLROW		10/29/2005	HOOD	2152	195	19367	A100K-2
TXPL01340.55	JERREL E BOLTON ET AL	A	PLROW		1/6/2009	HOOD	2478	51	6426	A100K20
TXPL00220.55	RALPH WELDELL GEE ET UX	A	PLROW		3/24/2006	HOOD	2201	341	9154	A100K-2A
TXPL00221.55	DEBBI NIXON THOMPSON	A	PLROW		4/26/2006	HOOD	2201	346	9155	A100K-2A
TXPL00222.55	TXDOT #112-HPG-030-06	A	PERMIT		3/28/2006	HOOD	N/A	N/A	N/A	A100K-2A
TXPL00223.55	HENRY MILTON MOLDER ET UX	A	PLROW		3/30/2006	HOOD	2201	351	9156	A100K-2A
TXPL00224.55	DIXIE MARKS ET AL	A	PLROW		4/24/2006	HOOD	2201	356	9157	A100K-2A
TXPL00225.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		4/19/2006	HOOD	N/A	N/A		A100K-2A
TXPL00226.55	JERRY E KIMMEL ET UX	A	PLROW		4/6/2006	HOOD	2201	362	9158	A100K-2A
TXPL00108.55	SHERRY E M POMYKAL	A	PLROW		7/20/2005	HOOD	2142	673	17206	A100K-3
TXPL00109.55	SAMUEL MEEK MARSHALL	A	PLROW		7/14/2005	HOOD	2142	679	17207	A100K-3
TXPL00165.55	SAMUEL MEEK MARSHALL ET AL	A	PLROW		10/26/2005	HOOD	2152	158	19361	A100K-4
TXPL00166.55	STETSON MASSEY JR ET AL	A	PLROW		11/7/2005	HOOD	2160	402	21201	A100K-4
TXPL00167.55	SAMUEL MEEK MARSHALL ET UX	A	PLROW		3/8/2006	HOOD	2183	528	4695	A100K-4A
TXPL00176.55	SHERRY E M POMYKAL	A	PLROW		3/3/2006	HOOD	2183	523	4694	A100K-4A
TXPL00177.55	DEBORAH L M SCHERER	A	PLROW		3/2/2006	HOOD	2183	518	4693	A100K-4A
TXPL00178.55	BETTY L LEAKE	A	PLROW		3/8/2006	HOOD	2183	533	4696	A100K-4A
TXPL00348.55	SAMUEL MEEK MARSHALL ET UX	A	PLROW		7/13/2006	HOOD	2217	137	12578	A100K-4A1
TXPL00349.55	DEBORAH L MARSHALL SCHERER	A	PLROW		6/1/2006	HOOD	2217	132	12577	A100K-4A1
TXPL00350.55	SHERRY E MARSHALL POMYKAL	A	PLROW		5/26/2006	HOOD	2217	127	12576	A100K-4A1
TXPL00179.55	MARY A HOPKINS ET AL	A	PLROW		1/31/2006	HOOD	2173	110	2130	A100K-5
TXPL00594.55	WALKER MURRAY RANDLE	A	PLROW		5/3/2007	HOOD	2327	651	15015	A100K5-A
TXPL00428.55	SUNNYE L. BURT REVOCABLE T	A	PLROW		8/17/2006	HOOD	2259	608	22365	A100K-6
TXPL01516.55	TXDOT #112-HPG-062-06	A	PLROW		8/22/2006	HOOD	N/A	N/A		A100K-6
TXPL00602.55	JUAN B ZAMUDIO	A	PLROW		5/31/2007	HOOD	2315	672	12266	A100K-8
TXPL00604.55	TOM DURANT	A	PLROW		6/4/2007	HOOD	2315	676	12267	A100K-8
TXPL00724.55	ROY LEE CLINE ET UX	A	PLROW		11/7/2007	HOOD	2362	10	22973	A100K-9
TXPL00743.55	CHARLES L JAMES ET AL	A	PLROW		8/16/2007	HOOD	2362	30	22978	A100K-9
TXPL00754.55	PERRY THOMAS DONAHOO ET UX	A	PLROW		8/23/2007	HOOD	2362	18	22975	A100K-9
TXPL00765.55	GRANBURY CHURCH OF CHRIST	A	PLROW		9/5/2007	HOOD	2362	26	22977	A100K-9
TXPL00800.55	OLETHA C ROLLINS REV TRUST	A	PLROW		9/13/2007	HOOD	2362	22	22976	A100K-9
TXPL00802.55	T & P PROPERTIES FAMILY PA	A	PLROW		9/14/2007	HOOD	2362	6	22972	A100K-9
TXPL00823.55	ROYCE JESKO ET UX	A	PLROW		10/4/2007	HOOD	2362	14	22974	A100K-9
TXPL00921.55	HOOD COUNTY ELKTON DR	A	PLROW		10/5/2007	HOOD				A100K-9
TXPL00417.55	TERRI L GARNER REV TRUST	A	PLROW		10/5/2006	HOOD	2259	613	22366	A100K-EXT
TXPL00426.55	TXDOT 112-HPG-091-06	A	PERMIT		12/13/2006	HOOD	N/A	N/A		A100K-EXT

Page 8

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00429.55	MABEL ROE	A	PLROW		9/7/2006	HOOD	2259	619	22367	A100K-EXT
TXPL00470.55	AQUA TEXAS INC	A	PLROW		4/19/2007	HOOD	2315	719	12275	A100K-EXT
TXPL00489.55	LANGDON TRUSTS ET AL	A	PLROW		10/16/2006	HOOD	2252	958	20898	A100K-EXT
TXPL00595.55	BSL PROPERTIES LTD	A	PLROW		5/22/2007	HOOD	2311	57	11171	A100K-EXT
TXPL00685.55	MERRITHEW & MERRITHEW	A	PLROW		11/20/2006	HOOD	2315	714	12274	A100K-EXT
TXPL00686.55	GROUP W LTD	A	PLROW		11/14/2006	HOOD	2315	723	12276	A100K-EXT
TXPL00688.55	JUAN B ZAMUDIO	A	PLROW		12/8/2006	HOOD	2315	733	12278	A100K-EXT
TXPL00689.55	LOU ANN LANGFORD	A	PLROW		1/9/2007	HOOD	2315	738	12279	A100K-EXT
TXPL00690.55	TOM DURANT	A	PLROW		12/9/2006	HOOD	2315	743	12280	A100K-EXT
TXPL00691.55	CHARLES R HOFFMAN SR	A	PLROW		12/15/2006	HOOD	2315	748	12281	A100K-EXT
TXPL00692.55	JOHNNIE W ROLLINS ET UX	A	PLROW		1/30/2007	HOOD	2315	680	12268	A100K-EXT
TXPL00693.55	KARAN ROLLINS	A	PLROW		2/1/2007	HOOD	2315	689	12269	A100K-EXT
TXPL00694.55	L B ROLLINS ET UX	A	PLROW		12/18/2006	HOOD	2315	693	12270	A100K-EXT
TXPL00695.55	W F HARRIS ET UX	A	PLROW		12/4/2006	HOOD	2315	728	12277	A100K-EXT
TXPL00696.55	GANTT FAMILY LVG TR	A	PLROW		11/16/2006	HOOD	2315	709	12273	A100K-EXT
TXPL00697.55	DANNY GRIFFITH ET AL	A	PLROW		12/27/2006	HOOD	2315	698	12271	A100K-EXT
TXPL00698.55	T & P PROPERTIES FLP	A	PLROW		12/26/2006	HOOD	2315	703	12272	A100K-EXT
TXPL00739.55	CITY OF GRANBURY	A	PERMIT		1/4/2007	HOOD				A100K-EXT
TXPL00618.55	DECEDENTS TRUST B	A	PLROW		6/12/2007	HOOD	2336	571	17098	A100K-EXT2
TXPL00932.55	GERALD E KIMMEL ET UX	A	PLROW		1/7/2008	HOOD	2373	817	2353	A100K-EXT2
TXPL01011.55	R W GEE FAMILY LP NO 1	A	PLROW		2/14/2008	HOOD	2386	74	5047	A100K-EXT2
TXPL01017.55	GREEN MEADOWS RD	A	PLROW		2/7/2008	HOOD				A100K-EXT2
TXPL01023.55	TXDOT #112-HPG-07-08	A	PERMIT		2/11/2008	HOOD				A100K-EXT2
TXPL01024.55	TXDOT #112-HPG-011-08	A	PERMIT		2/13/2008	HOOD				A100K-EXT2
TXPL01101.55	WALKER MURRAY RANDLE	A	PLROW		9/19/2007	HOOD	2393	73	6857	A100K-EXT2
TXPL00706.55	TWO O FIVE CORPORATION	A	PLROW		2/6/2008	HOOD	2376	555	2873	A100KEXT2B
TXPL00911.55	TXDOT 112-HPG-110-07 FM 4	A	PERMIT		10/9/2007	HOOD				A100KEXT2B
TXPL01534.55	MICHAEL J BROWN	A	PLROW		7/16/2009	HOOD	2491	965	9643	A100KEXT-3
TXPL01559.55	TXDOT FM 4	A	PERMIT		6/23/2009	HOOD				A100KEXT-3
TXPL01560.55	NORTH GATE ROAD	A	PLROW		9/25/2009	HOOD	N/A	N/A	N/A	A100KEXT-3
TXPL00073.55	WALTER D CALLAWAY JR	A	PLROW		7/18/2005	HOOD	2157	626	20698	A100L
TXPL00074.55	WYNONIA PALLMEYER ESTATE	A	PLROW		8/1/2005	HOOD	2157	631	20699	A100L
TXPL00075.55	KARIN J BARBER CAMPOS	A	PLROW		10/3/2005	HOOD	2157	636	20700	A100L
TXPL00443.55	KAMEL REAL ESTATE LP	A	PLROW		1/23/2007	HOOD	2285	29	04925	A100L1
TXPL01316.55	WALTER DAVID CALLAWAY JR	A	PLROW		12/12/2008	HOOD	2452	460	789	A100L2
TXPL01416.55	KAMEL REAL ESTATE LP	A	PLROW		2/13/2009	HOOD	2469	733	4616	A100L2
TXPL00196.55	JOSEPH S LANGDON ET UX	A	PLROW		3/28/2005	HOOD	2157	616	20697	A100N
TXPL01068.55	JOSEPH S LANGDON ET UX	A	PLROW		4/10/2008	HOOD	2443	25	18706	A100N-4
TXPL00197.55	WILLIAM T KIDD ET UX	A	PLROW		12/12/2005	HOOD	2160	369	21192	A100-O
TXPL00198.55	HELTON GROUP LTD	A	PLROW		11/29/2005	HOOD	2157	598	20694	A100-O

Page 9

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00058.55	WILLIAM T KIDD ET UX	A	PLROW		2/27/2006	HOOD	2178	290	3369	A100-O1
TXPL00297.55	MICHAEL X MOONEY ET UX	A	PLROW		4/5/2006	HOOD	2201	336	9153	A100Q
TXPL00227.55	BRET WHITE ET UX	A	PLROW		4/28/2006	HOOD	2204	885	9844	A100R
TXPL00227.55	BRET WHITE ET UX	A	PLROW		4/28/2006	HOOD	2204	885	9844	A100R
TXPL00228.55	JAMES MARLOWE	A	PLROW		4/28/2006	HOOD	2201	367	9159	A100R
TXPL00229.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		5/1/2006	HOOD	N/A	N/A		A100R
TXPL00230.55	PHILLIP ROPER ET UX	A	PLROW		5/13/2006	HOOD	2201	372	9160	A100R
TXPL00230.55	PHILLIP ROPER ET UX	A	PLROW		5/13/2006	HOOD	2201	372	9160	A100R
TXPL00231.55	B D HAILEY	A	PLROW		5/2/2006	HOOD	2201	377	9161	A100R
TXPL00232.55	HELTON GROUP LTD	A	PLROW		5/16/2006	HOOD	2201	382	9162	A100R
TXPL00232.55	HELTON GROUP LTD	A	PLROW		5/16/2006	HOOD	2201	382	9162	A100R
TXPL00233.55	LEONARD HEATHINGTON ET UX	A	PLROW		5/15/2006	HOOD	2201	388	9163	A100R
TXPL00395.55	HELTON GROUP LTD	A	PLROW		9/8/2006	HOOD	2252	988	20902	A100R-1
TXPL00396.55	HELTON GROUP LTD	A	SURF		9/27/2006	HOOD	2252	984	20901	A100R-1
TXPL00446.55	HAROLD F & MANCY R MASSEY	A	PLROW		2/9/2007	HOOD	2285	86	4937	A100R-1
TXPL00680.55	KEVIN STAPLES ET AL	A	PLROW		7/27/2007	HOOD	2336	634	17110	A100R-2
TXPL00703.55	TWO O FIVE CORPORATION	A	PLROW		8/11/2007	HOOD	2370	390	1549	A100R-2
TXPL00925.55	DOROTHY HEATHINGTON ET VIR	A	SURF		12/10/2007	HOOD	2386	936	5305	A100R-2
TXPL00948.55	955 SLOCUM LIMITED PARTNER	A	PLROW		1/8/2008	HOOD	2372	172	1951	A100R-2
TXPL00978.55	HOOD COUNTY SMOKEY HILL CT	A	PLROW		11/30/2007	HOOD				A100R-2
TXPL01018.55	SUZANNE K BAILEY	A	PLROW		1/23/2008	HOOD	2372	166	1950	A100R-2
TXPL00707.55	TWO O FIVE CORPORATION	A	PLROW		8/11/2007	HOOD	2370	385	1548	A100R-2A
TXPL00383.55	MARY ELLA GABLER ET AL	A	PLROW		9/6/2006	HOOD	2248	631	19861	A100S
TXPL00295.55	MICHAEL X MOONEY ET UX	A	PLROW		4/5/2006	HOOD	2201	331	9152	A100T
TXPL00447.55	GARY M & JIMMY R MATLOCK	A	PLROW		12/7/2006	HOOD	2277	985	3361	A100U
TXPL00576.55	COMMONWEALTH PARTNERS	A	PLROW		1/9/2007	HOOD	2298	987	8193	A100U
TXPL00577.55	JUDITH ANNE CHESBROUGH-SHA	A	PLROW		12/31/2006	HOOD	2298	980	8192	A100U
TXPL00640.55	TOMMIE W BROYLES	A	PLROW		1/5/2007	HOOD	2311	91	11178	A100U
TXPL00641.55	TOMMIE BROYLES	A	SURF		1/23/2007	HOOD	2311	87	11177	A100U
TXPL00642.55	TOMMIE W BROYLES	A	PLROW		2/13/2007	HOOD	2311	82	11176	A100U1
TXPL00653.55	JUDITH A CHESBROUGH-SHAW	A	PLROW		7/10/2007	HOOD	2322	960	13928	A100U-2
TXPL00722.55	JUDITH A CHESBROUGH SHAW	A	SURF		8/15/2007	HOOD	2336	576	17099	A100U-2
TXPL00723.55	JUDITH A CHESBROUGH SHAW	A	SURF		8/16/2007	HOOD	2336	590	17102	A100U-2
TXPL00683.55	SHELLY KAY SASS TRUST	A	PLROW		7/31/2007	HOOD	2327	588	15004	A100U-2A
TXPL00702.55	MERRITHEW & MERRITHEW LP	A	PLROW		7/26/2007	HOOD	2336	583	17101	A100U-2A
TXPL00751.55	SHELLEY KAY SASS TRUST	A	SURF		8/31/2007	HOOD	2336	579	17100	A100U-2A
TXPL00821.55	JOHNSON REV TRUST ET AL	A	PLROW		9/26/2007	HOOD	2386	987	5315	A100U2A-1
TXPL00856.55	SHELLEY KAY SASS TRUST	A	PLROW		11/29/2007	HOOD	2386	996	5317	A100U2A-1
TXPL00857.55	GLEEN DORA REED	A	PLROW		10/14/2007	HOOD	2386	982	5314	A100U2A-1
TXPL00899.55	HERBERT H JOHNSON ET UX	A	SURF		12/29/2007	HOOD	2386	992	5316	A100U2A-1
TXPL00918.55	HOOD COUNTY MASSEY RD	A	PLROW		10/15/2007	HOOD				A100U2A-1

Page 10

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00496.55	WALTER & MILDRED PARKER	A	PLROW		2/5/2007	HOOD	2289	815	6109	A100V
TXPL00495.55	WALTER E PARKER SR ET UX	A	PLROW		3/3/2007	HOOD	2289	819	6110	A100V1
TXPL01019.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		2/1/2007	HOOD	2372	195	1954	A100W
TXPL00497.55	WALTER & MILDRED PARKER	A	PLROW		2/5/2007	HOOD	2289	824	6111	A100X
TXPL00441.55	HOLLIS & PATSY WHITWORTH	A	PLROW		12/12/2006	HOOD	2272	25	1896	A100Y
TXPL00442.55	PATRICK STEENBERGE ET UX	A	PLROW		12/6/2006	HOOD	2272	28	1897	A100Y
TXPL00059.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		7/21/2005	HOOD	2144	630	17685	A101
TXPL00060.55	STATE OF TEXAS ME20050089	A	PLROW		9/22/2005	HOOD	2146	266	18061	A101
TXPL00061.55	ROBIN K SNIDER ET UX	A	PLROW		12/2/2005	HOOD	2157	642	20701	A101
TXPL00062.55	GRACE VAUGHN	A	PLROW		11/22/2005	HOOD	2157	647	20702	A101
TXPL00063.55	EDWARD D LOWE	A	PLROW		7/20/2005	HOOD	2146	327	18084	A101
TXPL00064.55	HOOD COUNTY NUBBIN RIDGE	A	PERMIT		7/19/2005	HOOD	NA	NA		A101
TXPL00065.55	J D ROCKWELL ET UX	A	PLROW		11/23/2005	HOOD	2157	653	20703	A101
TXPL00066.55	K-4 FARMS INC	A	PLROW		12/4/2005	HOOD	2152	177	19364	A101
TXPL00067.55	BRYAN A NACE ET UX	A	PLROW		9/23/2005	HOOD	2144	646	17688	A101
TXPL00068.55	O’MARIE A T HOUSE	A	PLROW		11/11/2005	HOOD	2157	658	20704	A101
TXPL00069.55	ROBERT D KILLION JR ET UX	A	PLROW		7/11/2005	HOOD	2144	652	17689	A101
TXPL00070.55	EUGENE C WYATT	A	PLROW		7/11/2005	HOOD	2144	657	17690	A101
TXPL00071.55	HOOD COUNTY CR313 & WOLF	A	PERMIT		12/15/2005	HOOD	NA	NA		A101
TXPL00255.55	DAVID V WHEELER ET UX	A	PLROW		3/8/2006	HOOD	2193	360	7026	A101
TXPL00257.55	ENTERPRISE TEXAS PIPELINE	A	PLROW		4/20/2006	HOOD	2193	352	7025	A101
TXPL00258.55	MATTHEW L KEIL ET UX	A	PLROW		12/28/2005	HOOD	2183	538	4697	A101
TXPL00259.55	TXDOT 112-HPG-073-05	A	PERMIT		10/4/2005	HOOD	N/A	N/A		A101
TXPL00261.55	HOOD COUNTY ROAD COMMISSIO	A	PERMIT		7/19/2005	HOOD	N/A	N/A		A101
TXPL00290.55	LESLIE L MABERY	A	PLROW		9/2/2005	HOOD	2144	662	17691	A101
TXPL00292.55	HOOD COUNTY ROAD	A	PERMIT		7/19/2005	HOOD	N/A	N/A		A101
TXPL00293.55	LESTER M ALBERTHAL JR	A	PLROW		9/2/2005	HOOD	2144	667	17692	A101
TXPL00378.55	MATTHEW KEIL ET UX	A	SURF		4/2/2006	HOOD	2224	204	14224	A101
TXPL00077.55	JAMES ROBERT HILL	A	PLROW		6/1/2005	HOOD	2142	696	17210	A101A
TXPL00077.55	JAMES ROBERT HILL	A	PLROW		6/1/2005	HOOD	2142	696	17210	A101A
TXPL00078.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		7/21/2005	HOOD	2142	691	17209	A101A
TXPL00079.55	O C CHEEK JR ET UX	A	PLROW		9/18/2004	HOOD	2083	0001	3650	A101A-1
TXPL00301.55	TXDOT #112-W-021-06	A	PERMIT		3/15/2006	HOOD	N/A	N/A		A101B
TXPL00302.55	ROBBIE HAYWORTH	A	PLROW		11/9/2005	HOOD	2152	189	19366	A101B
TXPL00356.55	JOHN D HAYWORTH	A	PLROW		12/19/2005	HOOD	2217	159	12582	A101B
TXPL00298.55	FRANK MABERY	A	PLROW		4/6/2006	HOOD	2193	372	7027	A101B-1
TXPL00299.55	WILLIAM MARTENSEN	A	PLROW		4/14/2006	HOOD	2201	393	9164	A101B-1
TXPL01229.55	JOHN D HAYWORTH	A	PLROW		9/24/2008	HOOD	2443	70	18712	A101B1-A
TXPL01230.55	STARLIN NEIL CLICK	A	PLROW		9/23/2008	HOOD	2443	78	18714	A101B1-A
TXPL01237.55	BOB HAYWORTH ET UX	A	PLROW		9/28/2008	HOOD	2443	74	18713	A101B1-A
TXPL00339.55	J C MASSEY ET UX	A	PLROW		1/16/2006	HOOD	2217	151	12581	A101B-3

Page 11

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00478.55	SUN CHASE DEVELOPMENT CO &	A	PLROW		3/15/2007	HOOD	2311	908	11360	A101B-4
TXPL00479.55	TAMMY FLUD	A	PLROW		3/16/2007	HOOD	2298	1002	8196	A101B-4
TXPL00481.55	LARRY JOE SMITH ET UX	A	PLROW		3/15/2007	HOOD	2298	998	8195	A101B-4
TXPL00481.55	LARRY JOE SMITH ET UX	A	PLROW		3/15/2007	HOOD	2298	998	8195	A101B-4
TXPL00491.55	DAVID F & LINDA A RAFFA	A	PLROW		4/5/2007	HOOD	2311	893	11357	A101B-4
TXPL00518.55	GERALD HAYWORTH	A	PLROW		4/13/2007	HOOD	2311	888	11356	A101B-4
TXPL00519.55	STARLIN CLICK	A	PLROW		4/23/2007	HOOD	2311	883	11355	A101B-4
TXPL00519.55	STARLIN CLICK	A	PLROW		4/23/2007	HOOD	2311	883	11355	A101B-4
TXPL00528.55	LAND RESERVE TEXAS LTD	A	PLROW		4/26/2007	HOOD	2311	904	11359	A101B-4
TXPL00530.55	JUDITH ANN SNELSON ET AL	A	PLROW		5/7/2007	HOOD	2311	912	11361	A101B-4
TXPL00538.55	NOEL DAVID MARTIN ET AL	A	PLROW		4/20/2007	HOOD	2311	918	11362	A101B-4
TXPL00541.55	MARK B DEWITT ET UX	A	PLROW		4/23/2007	HOOD	2311	897	11358	A101B-4
TXPL00543.55	JOHN D HAYWORTH	A	PLROW		4/27/2007	HOOD	2311	879	11354	A101B-4
TXPL00727.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		8/2/2007	HOOD				A101B-4
TXPL00769.55	TXDOT #C144-HPG-080-07	A	PERMIT		8/10/2007	HOOD				A101B-4
TXPL00794.55	TXDOT #112-HPG-081-07	A	PERMIT		8/10/2007	HOOD				A101B-4
TXPL01276.55	TIMOTHY BENNET ET UX	A	PLROW		12/22/2008	HOOD	2452	445	786	A101B-4A
TXPL01391.55	SUN CHASE DEVELOPMENT CO	A	PLROW		1/9/2009	HOOD	2469	704	4611	A101B-4A
TXPL01392.55	ROBERT EARL DORRIS	A	PLROW		1/7/2009	HOOD	2469	713	4613	A101B-4A
TXPL01400.55	DELYN TILLMAN	A	PLROW		1/12/2009	HOOD	2469	772	4621	A101B-4A
TXPL01413.55	JAMES D MARLAR ET UX	A	PLROW		1/8/2009	HOOD	2453	699	1110	A101B-4A
TXPL01414.55	HOOD COUNTY WILLIAMSON RD	A	PLROW		1/6/2009	HOOD				A101B-4A
TXPL01415.55	HOOD COUNTY CONTRARY CREEK	A	PLROW		1/6/2009	HOOD				A101B-4A
TXPL00894.55	JOHN G PILKINGTON ET UX	A	PLROW		11/29/2007	HOOD	2370	333	1537	A101B-5
TXPL00904.55	M B SMITH JR ET UX	A	PLROW		12/5/2007	HOOD	2370	328	1536	A101B-5
TXPL00905.55	STEPHEN WILLIAMS ET UX	A	PLROW		11/30/2007	HOOD	2370	0356	1542	A101B-5
TXPL00906.55	GERALD FINN	A	PLROW		12/6/2007	HOOD	2370	338	1538	A101B-5
TXPL00958.55	GERALD HAYWORTH	A	PLROW		11/19/2007	HOOD	2370	347	1540	A101B-5
TXPL00959.55	STARLIN NEAL CLICK	A	PLROW		11/10/2007	HOOD	2370	342	1539	A101B-5
TXPL00976.55	TXDOT #112-HPG-138-07	A	PERMIT		12/11/2007	HOOD				A101B-5
TXPL00977.55	HOOD COUNTY CR 310	A	PLROW		12/11/2007	HOOD	N/A	N/A		A101B-5
TXPL01026.55	JOHN D HAYWORTH	A	PLROW		3/12/2008	HOOD	2384	381	4639	A101B-5
TXPL01013.55	RONALD P BERLIN	A	PLROW		2/21/2008	HOOD	2399	155	8274	A101B-5A
TXPL01122.55	PAUL E LESLIE ET UX	A	PLROW		4/14/2008	HOOD	2528	855	1513	A101B-5A
TXPL01123.55	TREATY OAKS LTD PTSHP	A	PLROW		4/10/2008	HOOD	2427	771	14869	A101B-5A
TXPL01125.55	RONALD P BERLIN	A	SURF		5/15/2008	HOOD	2418	677	12810	A101B-5A
TXPL01064.55	STEPHEN WILLIAMS ET UX	A	PLROW		1/21/2008	HOOD	2399	166	8277	A101B5B
TXPL01066.55	GERALD FINN	A	PLROW		4/10/2008	HOOD	2399	171	8278	A101B5B
TXPL01086.55	SUN CHASE DEVELOPMENT	A	PLROW		4/17/2008	HOOD	2399	179	8280	A101B5B

Page 12

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01087.55	GARRY LUKER	A	PLROW		4/17/2008	HOOD	2399	175	8279	A101B5B
TXPL01114.55	TXDOT # 112-HPG-033-08	A	PERMIT		4/29/2008	HOOD	N/A	N/A	N/A	A101B5B
TXPL01130.55	STEPHEN WILLIAMS ET UX	A	SURF		4/16/2008	HOOD	2399	162	8276	A101B5B
TXPL00953.55	STEPHEN WILLIAMS ET UX	A	PLROW		1/21/2008	HOOD	2393	53	6853	A101B5B1
TXPL00955.55	M B SMITH JR ET UX	A	PLROW		1/31/2008	HOOD	2393	58	6854	A101B5B1
TXPL00956.55	BILLY JOE WALLACE ET UX	A	PLROW		1/22/2008	HOOD	2393	049	6852	A101B5B1
TXPL01025.55	TXDOT # 112-HPG-09-08	A	PERMIT		2/11/2008	HOOD				A101B5B1
TXPL01081.55	BILLY JOE WALLACE ET UX	A	SURF		4/16/2008	HOOD	2404	215	09472	A101B5B1
TXPL01517.55	CLAY BLUM ET UX	A	PLROW		6/9/2009	HOOD	2503	349	12340	A101B-5B2
TXPL01518.55	BILLY JOE WALLACE ET UX	A	PLROW		6/6/2009	HOOD	2503	340		A101B-5B2
TXPL01519.55	M B SMITH JR ET UX	A	PLROW		6/5/2009	HOOD	2503	344	12339	A101B-5B2
TXPL01524.55	HOOD COUNTY WILL WATERS RD	A	PERMIT		6/15/2009	HOOD				A101B-5B2
TXPL01525.55	TXDOT 112-HPG-035-09	A	PERMIT		6/10/2009	HOOD				A101B-5B2
TXPL01558.55	QUICKSILVER RESOURCES INC	A	PLROW		6/6/2009	HOOD	2503	353	12341	A101B-5B2
TXPL01151.55	ROBBIE HAYWORTH LIVING TR	A	PLROW		7/12/2008	HOOD	2432	582	16120	A101B5C
TXPL01063.55	JOHN D HAYWORTH ET UX	A	PLROW		3/12/2008	HOOD	2384	377	4638	A101B5-EXT
TXPL01065.55	BYRL&ROBBIE HAYWORTH LIVTR	A	PLROW		4/6/2008	HOOD	2426	908	14656	A101B5-EXT
TXPL01206.55	FM 2425 TXDOT 112-HPG-08-0	A	PERMIT		2/11/2008	HOOD	N/A	N/A		A101B5-EXT
TXPL01207.55	HOOD COURT HOOD COUNTY	A	PLROW		8/15/2008	HOOD	N/A	N/A		A101B5-EXT
TXPL01586.55	GEORGE PEARSON	A	PLROW		11/15/2009	HOOD	2526	0424	00950	A101B5EXTA
TXPL01590.55	RONALD BERLIN ET UX	A	PLROW		11/20/2009	HOOD	2526	0398	00944	A101B5EXTA
TXPL01591.55	MICHAEL FRALEY ET UX	A	PLROW		11/13/2009	HOOD	2526	0414	00948	A101B5EXTA
TXPL01594.55	KAREN K PEARSON	A	PLROW		11/25/2009	HOOD	2526	0382	00940	A101B5EXTA
TXPL01597.55	THOMAS F HEPPLER ET AL	A	PLROW		11/18/2009	HOOD	2526	0343	00932	A101B5EXTA
TXPL01605.55	TXDOT 112-HPG-054-09	A	PERMIT		11/5/2009	HOOD				A101B5EXTA
TXPL01607.55	HOOD COUNTY CR 310	A	PERMIT		11/24/2009	HOOD				A101B5EXTA
TXPL01341.55	ROBIN K SNIDER ET UX	A	PLROW		12/28/2008	HOOD	2452	464	790	A101E-3
TXPL01346.55	KINNARD ESTATE	A	PLROW		12/22/2008	HOOD	2452	450	787	A101E-3
TXPL01496.55	HOOD COUNTY CR 313	A	PERMIT		3/1/2009	HOOD				A101E-3
TXPL00585.55	LESLIE L MABERY	A	PLROW		5/26/2007	HOOD	2322	956	13927	A101-EXT
TXPL01156.55	K-4 FARMS INC	A	SURF		7/23/2008	HOOD	2426	984	14666	A101F

Page 13

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01234.55	SANDRA KAY KINNARD ROGERS	A	SURF		7/25/2008	HOOD	2426	980	14665	A101F
TXPL01235.55	SHARON KINNARD SADLER	A	SURF		8/8/2008	HOOD	2426	988	14667	A101F
TXPL01187.55	RUTH ELLEN BROWN	A	PLROW		8/28/2008	HOOD	2426	894	14653	A101G
TXPL01239.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		9/11/2008	HOOD	2443	31	18707	A101G
TXPL01238.55	Z BAR LAND & CATTLE CO	A	PLROW		8/19/2008	HOOD	2432	604	16125	A101G-1
TXPL00072.55	Z BAR LAND & CATTLE CO LTD	A	PLROW		9/9/2004	HOOD	2083	396	3720	A102
TXPL00263.55	Z BAR LAND AND CATTLE CO	A	PLROW		1/25/2006	HOOD	2171	800	1811	A103
TXPL00264.55	SUNDANCE RANCH JOINT VENTU	A	PLROW		2/28/2006	HOOD	2183	545	4698	A103
TXPL00321.55	HOOD COUNTY COMMISSIONERS	A	PERMIT		4/17/2006	HOOD	N/A	N/A		A103
TXPL00626.55	SUNDANCE RANCH JOINT VENTU	A	PLROW		7/23/2007	HOOD	2327	644	15014	A103L
TXPL00952.55	SUNDANCE RANCH JOINT VENTU	A	PLROW		1/13/2008	HOOD	2386	944	5307	A103N
TXPL00565.55	MELMA JEAN LINTHICUM	A	PLROW		1/7/2007	HOOD	2298	1064	8212	A104A
TXPL00566.55	LAKE GRANBURY HARBOR OWNER	A	PLROW		12/19/2006	HOOD	2298	1061	8211	A104A
TXPL00829.55	LYNN TURNEY ET UX	A	PLROW		10/4/2007	HOOD	2361	987	22968	A104B1A
TXPL01578.55	JERRY DURANT	A	PLROW		12/10/2009	HOOD	2526	0353	934	A104B-1E
TXPL00815.55	PUTTEET REV LIV TR ET AL	A	PLROW		9/21/2007	HOOD	2361	996	22970	A104D
TXPL01021.55	DURANT GRANTOR TRUSTS A&B	A	PLROW		1/30/2008	HOOD	2372	188	1953	A104F
TXPL01033.55	BETTY NAN HOOVER	A	PLROW		5/10/2008	HOOD	2402	0373	9052	A104F
TXPL01034.55	KRISTI ANN HOOVER DAVIS	A	PLROW		5/10/2008	HOOD	2443	46	18709	A104F
TXPL01072.55	SAM L SHIPLEY ET UX	A	PLROW		4/11/2008	HOOD	2402	369	9051	A104F
TXPL01131.55	HOOD COUNTY ATWOOD COURT	A	PERMIT		5/15/2008	HOOD	N/A	N/A		A104F
TXPL01305.55	QUICKSILVER RESOURCES INC	A	PLROW		5/6/2008	HOOD			20082334	A104F
TXPL00654.55	J T WELLMAN	A	SURF		6/26/2007	HOOD	2376	570	2876	A104H
TXPL00574.55	J T WELLMAN	A	PLROW		5/9/2007	HOOD	2376	575	2877	A104H-1
TXPL01138.55	SAM L SHIPLEY ET UX	A	PLROW		6/18/2008	HOOD	2423	501	14019	A104J
TXPL01141.55	DONALD L MACFARLANE	A	PLROW		6/10/2008	HOOD	2423	497	14018	A104J
TXPL01144.55	DARRELL WARD JR ET UX	A	PLROW		6/19/2008	HOOD	2423	493	14017	A104J
TXPL01166.55	STEPHEN R CLEMENTS	A	PLROW		7/28/2008	HOOD	2423	489	14016	A104J
TXPL01167.55	DAVID LOCK ET UX	A	PLROW		7/30/2008	HOOD	2423	507	14020	A104J
TXPL01133.55	COWTOWN PIPELINE PART LP	A	PLROW		3/28/2008	HOOD	2399	183	8281	A105
TXPL01170.55	GODLEY ROAD HOOD COUNTY	A	PERMIT		7/2/2008	HOOD	N/A	N/A		A105
TXPL01118.55	SAMUEL M MARSHALL ET AL	A	PLROW		7/22/2008	HOOD	2469	726	4615	SW101
TXPL01161.55	GODLEY ROAD	A	PERMIT		6/20/2008	HOOD	N/A	N/A		SW101
TXPL01573.55	GERALD BOGGS ET UX	A	PLROW		10/29/2009	HOOD	2526	0368	00937	A100H-3C
TXPL01572.55	MARJORIE LEITO	A	PLROW		10/29/2009	HOOD	2526	0360	00935	A100H-6A
TXPL01564.55	J GRADY RANDLE ET AL	A	PLROW		10/29/2009	HOOD	2526	0432	00952	A100K-18A
TXPL01647.55	TRIPLE H INVESTMENTS	A	PLROW		2/15/2010	HOOD	2541	259	4510	A100K21

Page 14

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01662.55	GRANBURY CENTER LTD	A	PLROW		2/24/2010	HOOD	2541	267	4512	A100K21
TXPL01539.55	CHARLES JAMES	A	PLROW		7/20/2009	HOOD	2512	696	14701	A100KEXT-3
TXPL01540.55	SUNNYE L BURT REV TRUST	A	PLROW		7/21/2009	HOOD	2512	0704	14703	A100KEXT-3
TXPL01543.55	ANDERSON FAMILY TRUST	A	PLROW		7/24/2009	HOOD	2526	0325	00928	A100KEXT-3
TXPL01553.55	LANGDON TRUSTS ET AL	A	PLROW		9/23/2009	HOOD	2512	723	14706	A100KEXT-3
TXPL01557.55	CANN-ACTON LTD	A	PLROW		9/21/2009	HOOD	2512	709	14704	A100KEXT-3
TXPL01625.55	LANGDON TRUSTS ET AL	A	PLROW		9/23/2009	HOOD	2512	714	14705	A100KEXT-3
TXPL01593.55	THE RANCHES OF DECORDOVA	A	PLROW		11/23/2009	HOOD	2528	642	1466	A100KEXT-4
TXPL01596.55	ALAN M FISHER ET UX	A	PLROW		11/24/2009	HOOD	2528	651	1468	A100KEXT-4
TXPL01599.55	TOM DURANT	A	PLROW		11/19/2009	HOOD	2528	647	1467	A100KEXT-4
TXPL01600.55	RICHARD HUCHEL ET UX	A	PLROW		12/1/2009	HOOD	2528	661	1470	A100KEXT-4
TXPL01601.55	CHARLES HOFFMAN	A	PLROW		12/3/2009	HOOD	2528	656	1469	A100KEXT-4
TXPL01674.55	SAMUEL C ARCHER	A	PLROW		4/2/2010	HOOD			2010-0007548	A100KEXT5
TXPL01685.55	HALEY L DYER ET UX	A	PLROW		4/23/2010	HOOD			2010-0007552	A100KEXT5
TXPL01686.55	KENNETH W MEEKS	A	PLROW		4/29/2010	HOOD			2010-0007555	A100KEXT5
TXPL01687.55	MICHAEL S WHITECOTTON ET UX	A	PLROW		5/22/2010	HOOD			2010-0007554	A100KEXT5
TXPL01688.55	WILLIAM D ROY III ET UX	A	PLROW		4/29/2010	HOOD			2010-0007553	A100KEXT5
TXPL01689.55	GLEN LEBLANC ET UX	A	PLROW		5/8/2010	HOOD			2010-0007550	A100KEXT5
TXPL01690.55	JERRY EASON JR	A	PLROW		5/15/2010	HOOD			2010-0007556	A100KEXT5
TXPL01691.55	BART SMITH ET UX	A	PLROW		5/6/2010	HOOD			2010-0007551	A100KEXT5
TXPL01692.55	JAMES MORRISON ET UX	A	PLROW		5/14/2010	HOOD			2010-0007547	A100KEXT5
TXPL01699.55	QUICKSILVER RESOURCES INC	A	PLROW		3/15/2010	HOOD	2543	397	5017	A100KEXT5
TXPL01700.55	THE RANCHES AT DECORDOVA	A	PLROW		5/27/2010	HOOD			2010-0007549	A100KEXT5
TXPL01701.55	DOUGLAS SONSAL ET UX	A	PLROW		5/29/2010	HOOD			2010-0007557	A100KEXT5
TXPL01707.55	HOOD COUNTY	A	PERMIT		5/15/2010	HOOD	N/A	N/A		A100KEXT5
TXPL01708.55	HOOD COUNTY	A	PERMIT		5/28/2010	HOOD	N/A	N/A		A100KEXT5
TXPL01231.55	WILLIAM KING ET UX	A	PLROW		9/28/2008	HOOD	2443	83	18715	A101B1-A
TXPL01298.55	HOOD COUNTY CONTRARY CREEK	A	PERMIT		9/25/2008	HOOD	N/A	N/A	N/A	A101B1-A
TXPL01520.55	STEPHEN WILLIAMS ET UX	A	PLROW		6/3/2009	HOOD	2526	0319	00927	A101B-5B2
TXPL01575.55	ROBBIE HAYWORTH	A	PLROW		11/3/2009	HOOD	2526	0335	00930	A101B5EXTA

Page 15

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01579.55	CHARLES MARTIN	A	PLROW		11/12/2009	HOOD	2526	0406	00946	A101B5EXTA
TXPL01581.55	PAUL J BOLAND ET UX	A	PLROW		11/6/2009	HOOD	2526	0374	00938	A101B5EXTA
TXPL01584.55	JAMES WINTERS ET UX	A	PLROW		11/5/2009	HOOD	2526	0390	00942	A101B5EXTA
TXPL01597.55	THOMAS F HEPPLER ET AL	A			11/18/2009	HOOD				A101B5EXTA
TXPL01608.55	HOOD COUNTY MITCHELL BEND	A	PERMIT		11/24/2009	HOOD				A101B5EXTA
TXPL01608.55	HOOD COUNTY MITCHELL BEND	A			11/24/2009	HOOD				A101B5EXTA
TXPL01640.55	COWTOWN PIPELINE PARTNERS L	A	PLROW		2/25/2009	HOOD	2503	336	12337	A101J
TXPL01751.55	W F HARRIS ET UX	A	PLROW		8/4/2010	HOOD				A100KEXT6
TXPL00005.55	N R STEVENSON	A	PLROW		2/7/2005	JOHNSON	3487	762	8111	A100
TXPL00006.55	JON R LEWIS & MYRA W LEWIS	A	PLROW		1/11/2005	JOHNSON	3487	755	8110	A100
TXPL00008.55	WALTER D CALLAWAY JR	A	PLROW		1/10/2005	JOHNSON	3488	320	8223	A100
TXPL00033.55	LITTLE HOSS RANCH PARTNERS	A	PLROW		1/28/2005	JOHNSON	3487	742	8109	A100
TXPL00051.55	WAYNE E DEAR	A	PLROW		2/12/2005	JOHNSON	3609	851	30135	A100
TXPL00052.55	MARGARET SIMMONS DEAR	A	PLROW		2/12/2005	JOHNSON	3609	843	30134	A100
TXPL00111.55	LGS GODLEY RANCH	A	PLROW		4/15/2005	JOHNSON	3609	870	30138	A100
TXPL00123.55	LITTLE HOSS RANCH PARTNERS	A	PLROW		8/25/2005	JOHNSON	3644	900	36406	A100
TXPL00124.55	JACK CARTER ET UX	A	PLROW		10/22/2004	JOHNSON	3609	860	30136	A100
TXPL00125.55	JACK FARR	A	PLROW		1/26/2006	JOHNSON	3727	291	4773	A100
TXPL00126.55	TXDOT 127-HPG-121-05	A	PERMIT		8/8/2005	JOHNSON	N/A	N/A		A100
TXPL00127.55	TOMMY L HOGAN ET UX	A	PLROW		12/7/2004	JOHNSON	3609	864	30137	A100
TXPL00128.55	CENTEX RURAL RAIL TRANSPOR	A	PLROW		10/4/2005	JOHNSON	3665	953	40299	A100
TXPL00129.55	CENTEX RURAL RAIL ET AL	A	PLROW		10/4/2005	JOHNSON	3665	962	4030	A100
TXPL00130.55	BETTY HENSON FAMILY LTD PT	A	PLROW		3/14/2005	JOHNSON	2146	322	18083	A100
TXPL00165.99	BETTY HENSON FAMILY LTD PT	A	DEED		11/1/2005	JOHNSON	3740	892	7373	A100
TXPL00401.55	LORI OAKES CALAME	A	SURF		9/6/2006	JOHNSON	3906	898	39120	A100
TXPL00039.55	LITTLE HOSS RANCH PARTNERS	A	PLROW		1/28/2005	JOHNSON	3487	731	8108	A100A
TXPL00039.55	LITTLE HOSS RANCH PARTNERS	A	PLROW		1/28/2005	JOHNSON	3487	731	8108	A100A
TXPL00040.55	CYNTHIA FREELAND	A	PLROW		11/4/2004	JOHNSON	3472	427	5141	A100A
TXPL00041.55	TWO-O-FIVE CORPORATION	A	PLROW		11/29/2004	JOHNSON	3487	698	8104	A100A
TXPL00042.55	TWO-O-FIVE CORPORATION	A	SURF		8/23/2004	JOHNSON	3487	692	8103	A100A
TXPL00131.55	JOHNSON COUNTY TEXAS	A	PERMIT		2/28/2005	JOHNSON	N/A	N/A		A100A
TXPL00132.55	CHARCA LTD.	A	PLROW		7/27/2005	JOHNSON	2129	501	14172	A100A
TXPL00133.55	CHARCA LTD	A	PLROW		7/27/2005	JOHNSON	2129	513	14174	A100A1
TXPL00134.55	CHARCA LTD	A	PLROW		7/27/2005	JOHNSON	2129	507	14173	A100A2

Page 16

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00043.55	CYNTHIA FREELAND	A	PLROW		11/19/2004	JOHNSON	3487	716	8106	A100A3
TXPL00044.55	MYRTLE ELIZABETH MCWHORTER	A	PLROW		1/26/2005	JOHNSON	3665	947	40298	A100A3
TXPL00045.55	DONALD E DEFOOR ET UX	A	PLROW		1/31/2005	JOHNSON	3487	686	8102	A100A3
TXPL00046.55	ROBERT K HANGER TRUST	A	PLROW		1/31/2005	JOHNSON	3487	680	8101	A100A3
TXPL00047.55	CYNTHIA FREELAND	A	PLROW		1/25/2005	JOHNSON	3487	724	8107	A100A3
TXPL00136.55	CHARCA LTD	A	PLROW		2/18/2005	JOHNSON	3487	770	8112	A100A3
TXPL00164.55	MYRTLE ELIZABETH MCWHORTER	A	PLROW		3/9/2006	JOHNSON	3752	501	9507	A100A3C
TXPL00895.55	ROBERT K HANGER TRUST	A	PLROW		11/26/2007	JOHNSON	4280	926	3409	A100A-3E
TXPL00979.55	MONTY IRVIN ET UX	A	SURF		1/27/2008	JOHNSON	4343	817	15747	A100A3E1
TXPL00138.55	CHARCA LTD	A	PLROW		9/28/2005	JOHNSON	3654	169	38120	A100A4
TXPL00139.55	CHARCA LTD	A	PLROW		11/22/2005	JOHNSON	3688	1	44324	A100A4
TXPL00199.55	CHARCA LTD	A	PLROW		11/22/2005	JOHNSON	3688	9	44325	A100A4
TXPL00343.55	CHARCA LTD	A	PLROW		6/29/2006	JOHNSON	3974	735	52842	A100A5
TXPL01075.55	N R STEVENSON	A	PLROW		6/10/2008	JOHNSON	4419	453	31028	A100-AA
TXPL00140.55	JOHN J MILES JR ET UX	A	SURF		11/3/2005	JOHNSON	3666	894	40467	A100B
TXPL00303.55	BETTY HENSON FAMILY TRUST	A	PLROW		3/14/2005	JOHNSON	3740	898	7374	A100B
TXPL00304.55	JOHNSON COUNTY PUBLIC WORK	A	PERMIT		3/8/2005	JOHNSON	N/A	N/A		A100B
TXPL00306.55	HENSON BUILDING MATERIALS	A	PLROW		2/4/2005	JOHNSON	3740	913	7376	A100B
TXPL00307.55	BETTY HENSON FAMILY LIMITE	A	PLROW		2/4/2005	JOHNSON	3740	904	7375	A100B
TXPL00308.55	TXDOT #127-G-07-05	A	PERMIT		1/18/2005	JOHNSON	N/A	N/A		A100B
TXPL00309.55	MELISSA MILES CORNELIUS	A	PLROW		1/19/2005	JOHNSON	2083	432	3727	A100B
TXPL00309.55	MELISSA MILES CORNELIUS	A	PLROW		1/19/2005	JOHNSON	2083	432	3727	A100B
TXPL00310.55	JOHN J MILES JR ET UX	A	PLROW		1/19/2005	JOHNSON	2083	438	3728	A100B
TXPL00310.55	JOHN J MILES JR ET UX	A	PLROW		1/19/2005	JOHNSON	2083	438	3728	A100B
TXPL00141.55	JOHN J MILES JR ET UX	A	PLROW		7/14/2004	JOHNSON	3673	832	41678	A100B2
TXPL00141.55	JOHN J MILES JR ET UX	A	PLROW		7/14/2004	JOHNSON	3673	832	41678	A100B2
TXPL00142.55	JOHN J MILES JR ET UX	A	PLROW		5/2/2005	JOHNSON	3659	355	39104	A100B5
TXPL00155.55	JACK FARR	A	PLROW		3/23/2004	JOHNSON	2147	443	18309	A100G
TXPL00156.55	JACK FARR	A	PLROW		3/23/2004	JOHNSON	3727	306	4775	A100G
TXPL00671.55	CHESAPEAKE LAND CO LLC	A	PLROW		7/18/2007	JOHNSON	4167	239	35845	A103A1-C1A
TXPL00924.55	CHESAPEAKE LAND CO., LLC	A	PLROW		11/30/2007	JOHNSON	4280	932	3410	A103A1C1A1
TXPL00937.55	RAYMOND A LAIN ET UX	A	PLROW		12/26/2007	JOHNSON	4323	891	11822	A103A1C1A1
TXPL00969.55	ANDREW B WALTON ET AL	A	PLROW		1/23/2008	JOHNSON	4323	896	11823	A103A1C1A1

Page 17

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01094.55	TONY KENT ANDERSON	A	PLROW		4/29/2008	JOHNSON	N/A	N/A		A103A1C1A1
TXPL00586.55	FLOYD EDWIN ORMSBY III	A	PLROW		5/22/2007	JOHNSON	4167	219	35842	A103A-2
TXPL01052.55	KOURTNIE K GRAVES ET AL	A	PLROW		3/26/2008	JOHNSON	4518	526	973	A103A-2A
TXPL01061.55	ANGES COFFEY RUCIDLO ET AL	A	PLROW		4/4/2008	JOHNSON	4518	532	974	A103A-2A
TXPL01115.55	AOK CONSTRUCTION PERMIT	A	PERMIT		4/29/2008	JOHNSON	N/A	N/A		A103A-2A
TXPL00342.55	O’GRADY SIX O RANCH & CATT	A	PLROW		5/30/2006	JOHNSON			46276	A103-A4
TXPL00359.55	W T RIDDLE ET UX	A	PLROW		5/15/2006	JOHNSON	3826	332	23627	A103A-4A
TXPL00360.55	JAMES B WALLACE ET UX	A	PLROW		5/20/2006	JOHNSON	3826	325	23626	A103A-4A
TXPL00360.55	JAMES B WALLACE ET UX	A	PLROW		5/20/2006	JOHNSON	3826	325	23626	A103A-4A
TXPL00361.55	LARRY BARKER	A	PLROW		5/23/2006	JOHNSON	3826	318	23625	A103A-4A
TXPL00361.55	LARRY BARKER	A	PLROW		5/23/2006	JOHNSON	3826	318	23625	A103A-4A
TXPL00375.55	LARRY BARKER	A	SURF		6/30/2006	JOHNSON	3859	513	29928	A103A-4A
TXPL00617.55	KENNETH SIMPSON ET UX	A	PLROW		6/15/2007	JOHNSON	4131	973	28822	A103A4-A1
TXPL00637.55	W T RIDDLE ET UX	A	PLROW		6/17/2007	JOHNSON	4131	967	28821	A103A4-A1
TXPL00961.55	KENNETH SIMPSON ET UX	A	PLROW		11/29/2007	JOHNSON	4343	811	15746	A103A4A1A
TXPL01035.55	RIDDLE FAMILY LIMITED PART	A	PLROW		3/4/2008	JOHNSON	4343	821	15748	A103A4A1B
TXPL00515.55	LARRY BARKER	A	PLROW		4/30/2007	JOHNSON	4108	663	24168	A103A-4A2
TXPL00580.55	LARRY BARKER	A	SURF		8/3/2007	JOHNSON	4167	225	35843	A103A-4A2
TXPL00516.55	LARRY BARKER	A	PLROW		4/30/2007	JOHNSON	4108	658	24167	A103A-4A3
TXPL00516.55	LARRY BARKER	A	PLROW		4/30/2007	JOHNSON	4108	658	24167	A103A-4A3
TXPL00616.55	KENNETH SIMPSON ET UX	A	PLROW		6/15/2007	JOHNSON	4131	961	28820	A103A-4A3
TXPL00376.55	O’GRADY SIX O RANCH & CATT	A	PLROW		7/31/2006	JOHNSON	4092	295	20955	A103A-6
TXPL00377.55	LESCA HADLEY	A	PLROW		9/12/2006	JOHNSON	3974	724	52841	A103A-6
TXPL00412.55	WILLIAM THOMAS RIDDLE ET U	A	PLROW		6/29/2006	JOHNSON	3906	909	39122	A103A-6
TXPL00819.55	O’GRADY SIX O RANCH & CATT	A	PLROW		9/19/2007	JOHNSON			20073491	A103A-6A
TXPL00552.55	TRINITY MATERIALS INC	A	PLROW		3/5/2007	JOHNSON	4084	699	19339	A103I
TXPL01076.55	N R STEVENSON	A	PLROW		6/10/2008	JOHNSON	4419	459	31029	A105
TXPL01098.55	ESTATE OF JARETT W MATLOCK	A	PLROW		5/6/2008	JOHNSON	4374	71	21704	A105
TXPL01099.55	R S MATLOCK FAMILY LTD PTR	A	PLROW		5/5/2008	JOHNSON	4374	66	21703	A105
TXPL01100.55	MARGARET SIMMONS DEAR	A	PLROW		5/6/2008	JOHNSON	4374	58	21702	A105
TXPL01104.55	LGS GODLEY RANCH	A	PLROW		5/24/2008	JOHNSON	4388	273	24738	A105
TXPL01106.55	DANIEL RIEMONDI ET UX	A	PLROW		5/22/2008	JOHNSON	4388	268	24737	A105
TXPL01120.55	TWO O FIVE CORPORATION	A	PLROW		5/29/2008	JOHNSON	4388	290	24740	A105
TXPL01121.55	TWO O FIVE CORPORATION	A	PLROW		5/29/2008	JOHNSON	4388	284	24739	A105
TXPL01163.55	KENNETH GEORGE ET UX	A	PLROW		7/23/2008	JOHNSON	4419	441	31027	A105
TXPL01164.55	PATRICIA M GEORGE ET VIR	A	PLROW		7/23/2008	JOHNSON	4419	481	31031	A105
TXPL01168.55	TX DOT 127-HPG-142-08 FM 4	A	PERMIT		6/3/2008	JOHNSON	N/A	N/A		A105
TXPL01169.55	JOHNSON COUNTY ROAD 1131	A	PERMIT		7/7/2008	JOHNSON	N/A	N/A		A105
TXPL01171.55	JOHNSON COUNTY ROAD 1120	A	PERMIT		7/7/2008	JOHNSON	N/A	N/A		A105
TXPL01209.55	JOHNSON COUNTY ROAD 1233	A	PERMIT		8/1/2008	JOHNSON	N/A	N/A		A105
TXPL01220.55	ESTATE OF JARRETT MATLOCK	A	SURF		9/22/2008	JOHNSON	4486	208	44597	A105

Page 18

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00110.55	LGS GODLEY RANCH	A	PLROW		4/15/2005	JOHNSON	3609	881	30139	P100
TX2510068.55	R & R SHAW LTD	A	ROW		6/14/2008	JOHNSON	4388	0302	24742	P100A
TXPL00434.55	R & R SHAW LTD	A	PLROW		11/1/2006	JOHNSON	4009	208	4489	P100A
TXPL00511.55	MARGARET SIMMONS DEAR	A	PLROW		1/16/2007	JOHNSON	4009	214	4490	P100A
TXPL00555.55	LGS GODLEY RANCH CO	A	PLROW		1/2/2007	JOHNSON	4009	197	4488	P100A
TXPL00556.55	KASK LTD	A	PLROW		1/2/2007	JOHNSON	4009	221	4491	P100A
TXPL01105.55	R & R SHAW LTD	A	PLROW		5/12/2008	JOHNSON	4388	296	24741	P100A
TXPL00473.55	PATRICK STEENBERGE ET UX	A	PLROW		3/30/2007	SOMERVELL	2298	992	8194	A100Z
TXPL01555.55	JUAN RODRIGUEZ ET UX	A	PLROW		9/9/2009	SOMERVELL			20100180	A101D-1E
TXPL01556.55	BARTOLOME R SANCHEZ ET UX	A	PLROW		9/10/2009	SOMERVELL			20100179	A101D-1E
TXPL01565.55	DANIEL BUTLER	A	PLROW		10/13/2009	SOMERVELL			20100178	A101D-1E
TXPL01626.55	SOMERVELL COUNTY CR 327	A	PERMIT		11/12/2009	SOMERVELL	N/A	N/A		A101D-1E
TXPL01627.55	SOMERVELL COUNTY CR 313	A	PERMIT		11/12/2009	SOMERVELL	N/A	N/A		A101D-1E
TXPL01612.55	ROBERT D POLLEY	A	PLROW		12/30/2009	SOMERVELL			20100254	A101D1F
TXPL01617.55	HAPPY HILLS FARM	A	PLROW		12/31/2009	SOMERVELL			20100251	A101D1F
TXPL01618.55	CASEY BURCH ET UX	A	PLROW		1/5/2010	SOMERVELL			20100256	A101D1F
TXPL01619.55	MIGUEL SANCHEZ ET UX	A	PLROW		1/5/2010	SOMERVELL			20100253	A101D1F
TXPL01635.55	SOMERVELL COUNTY CR 322	A	PERMIT		1/15/2010	SOMERVELL				A101D1F
TXPL01636.55	SOMERVELL COUNTY CR 323	A	PERMIT		1/15/2010	SOMERVELL	N/A	N/A		A101D1F
TXPL01637.55	TXDOT HWY 144	A	PERMIT		12/23/2009	SOMERVELL	N/A	N/A		A101D1F
TXPL01249.55	DONNAL HANKINS ET UX	A	PLROW		10/6/2008	SOMERVELL			20090150	A101D-2
TXPL01251.55	LLOYD M WIRT JR ET UX	A	PLROW		10/7/2008	SOMERVELL			20083309	A101D-2
TXPL01259.55	EDWARD C HORNICK ET UX	A	PLROW		10/13/2008	SOMERVELL			20083307	A101D-2
TXPL01309.55	SOMERVELL CR304	A	PLROW		10/13/2008	SOMERVELL				A101D-2
TXPL00438.55	ROBERT KING ET UX	A	PLROW		1/16/2007	SOMERVELL			20070274	A101E-2
TXPL00207.55	O’GRADY SIX O RANCH & CATT	A	PLROW		1/24/2006	SOMERVELL			43388	A103
TXPL00265.55	UNIMIN TEXAS COMPANY LP	A	PLROW		3/1/2006	SOMERVELL			43386	A103
TXPL00266.55	SHIRLEY L GREGORY	A	PLROW		1/28/2006	SOMERVELL			43138	A103
TXPL00267.55	PATMOS VISION LLC	A	PLROW		2/8/2006	SOMERVELL			43389	A103
TXPL00268.55	CHEYENNE HILLS/GLEN ROSE	A	PLROW		2/8/2006	SOMERVELL			43390	A103
TXPL00269.55	DENNIS W REGER ET UX	A	PLROW		2/23/2006	SOMERVELL			43387	A103
TXPL00270.55	C PHILIP IVES	A	PLROW		2/23/2006	SOMERVELL			43391	A103
TXPL00271.55	DALERIE LAMPHERE ET VIR	A	PLROW		4/3/2006	SOMERVELL			44125	A103
TXPL00273.55	BETTY CRIGLER	A	PLROW		3/24/2006	SOMERVELL			44126	A103
TXPL00275.55	STATE OF TEXAS ME20060069	A	PLROW		5/2/2006	SOMERVELL			44124	A103
TXPL00277.55	SUNNY LOUISE MCKAY	A	PLROW		4/12/2006	SOMERVELL			44127	A103
TXPL00278.55	MARK CRAWFORD ET UX	A	PLROW		4/18/2006	SOMERVELL			44128	A103
TXPL00279.55	DURAND PAUL KNOX ET UX	A	PLROW		5/7/2006	SOMERVELL			44353	A103
TXPL00280.55	DALE H MCDOUGALL ET UX	A	PLROW		4/20/2006	SOMERVELL			44129	A103
TXPL00281.55	WILLIAM J O’CONNELL ET UX	A	PLROW		4/6/2006	SOMERVELL			44354	A103
TXPL00282.55	LOVEDA SWAIM	A	PLROW		4/19/2006	SOMERVELL			44355	A103
TXPL00283.55	ROBERT M WILSON ET UX	A	PLROW		2/9/2006	SOMERVELL			43392	A103

Page 19

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL00284.55	BRENDA RANSOM ET VIR	A	PLROW		2/6/2006	SOMERVELL			43393	A103
TXPL00285.55	JIMMY J ALLDREDGE ET UX	A	PLROW		4/10/2006	SOMERVELL			44357	A103
TXPL00286.55	BILLY BUZAN SAFFER	A	PLROW		2/7/2006	SOMERVELL			43394	A103
TXPL00287.55	DON RIDINGS	A	PLROW		2/14/2006	SOMERVELL			43395	A103
TXPL00288.55	TERRY EVANS	A	PLROW		5/30/2006	SOMERVELL	630	135		A103
TXPL00322.55	TXDOT #213-HPG-023-06	A	PERMIT		3/14/2006	SOMERVELL	N/A	N/A		A103
TXPL00323.55	BENJAMIN L SMITH ET UX	A	PLROW		9/28/2005	SOMERVELL			44351	A103
TXPL00324.55	TXDOT #213-HPG-03-06	A	PERMIT		3/14/2006	SOMERVELL	N/A	N/A		A103
TXPL00325.55	SOMERVELL COUNTY COMMISSIO	A	PERMIT		4/20/2006	SOMERVELL	N/A	N/A		A103
TXPL00326.55	SOMERVELL COUNTY COMMISSIO	A	PERMIT		4/20/2006	SOMERVELL	N/A	N/A		A103
TXPL00327.55	JIMMY LEE RIDDLE ET UX	A	PLROW		10/21/2005	SOMERVELL			44348	A103
TXPL00328.55	FINNEY D FRY TRUST	A	PLROW		3/6/2006	SOMERVELL			44349	A103
TXPL00328.55	FINNEY D FRY TRUST	A	PLROW		3/6/2006	SOMERVELL			44349	A103
TXPL00329.55	KENNETH L FRY ET UX	A	PLROW		3/6/2006	SOMERVELL			44350	A103
TXPL00330.55	SOMERVELL CNTY RD 406	A	PERMIT		4/20/2006	SOMERVELL	N/A	N/A		A103
TXPL00331.55	STEVE RANDALL SMITH	A	PLROW		4/17/2006	SOMERVELL			44352	A103
TXPL00332.55	JOSE REYES	A	PLROW		5/9/2006	SOMERVELL			44356	A103
TXPL00338.55	OTTO RATLIFF ET UX	A	PLROW		4/4/2006	SOMERVELL			44715	A103
TXPL00340.55	GEORGE NODEN	A	PLROW		5/9/2006	SOMERVELL			44716	A103
TXPL00341.55	JAMES M JOHNSON ET AL	A	PLROW		6/30/2006	SOMERVELL	N/A	N/A	45964	A103
TXPL00354.55	CYNTHIA L KINCAID	A	PLROW		2/14/2006	SOMERVELL			45444	A103
TXPL00399.55	DOROTHY WALDEN LITTLE	A	PLROW		7/15/2006	SOMERVELL			45446	A103
TXPL00629.55	JACK MORRIS	A	PLROW		1/26/2006	SOMERVELL			20071643	A103
TXPL00587.55	LEWIS W DRECHSEL ET AL	A	PLROW		5/9/2007	SOMERVELL			20071645	A103B-2
TXPL00587.55	LEWIS W DRECHSEL ET AL	A	PLROW		5/9/2007	SOMERVELL			20071645	A103B-2
TXPL00588.55	CHARLES DRECHSEL	A	PLROW		5/9/2007	SOMERVELL			20071644	A103B-2
TXPL00588.55	CHARLES DRECHSEL	A	PLROW		5/9/2007	SOMERVELL			20071644	A103B-2
TXPL00589.55	LEWIS W DRECHSEL	A	PLROW		5/9/2007	SOMERVELL			20071646	A103B-2
TXPL00589.55	LEWIS W DRECHSEL	A	PLROW		5/9/2007	SOMERVELL			20071646	A103B-2
TXPL00590.55	GRACE DIAL DRECHSEL	A	PLROW		5/15/2007	SOMERVELL			20071647	A103B-2
TXPL00590.55	GRACE DIAL DRECHSEL	A	PLROW		5/15/2007	SOMERVELL			20071647	A103B-2
TXPL01192.55	JIMMY DOYLE BRANHAM	A	PLROW		9/8/2008	SOMERVELL			20082905	A103C3
TXPL01225.55	JIMMY DOYLE BRANHAM	A	SURF		9/29/2008	SOMERVELL			20082904	A103C3
TXPL01610.55	JOE G WHITWORTH ET UX	A	PLROW		12/14/2009	SOMERVELL			20100245	A103C3A
TXPL01611.55	NICKEY L HULSEY II ET UX	A	PLROW		12/1/2009	SOMERVELL			20100243	A103C3A
TXPL01613.55	RONALD SEXTON ET UX	A	PLROW		12/23/2009	SOMERVELL			20100246	A103C3A
TXPL01616.55	JIMMY D BRANHAM ET UX	A	PLROW		12/17/2009	SOMERVELL			20100244	A103C3A
TXPL01628.55	SOMERVELL COUNTY CR 412	A	PERMIT		1/15/2010	SOMERVELL	N/A	N/A		A103C3A
TXPL01629.55	ANITA M GOFF TRUST	A	PLROW		1/18/2010	SOMERVELL			20100247	A103C3A1
TXPL01632.55	RONALD SEXTON ET UX	A	PLROW		1/18/2010	SOMERVELL			20100250	A103C3A1

Page 20

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01173.55	ROGER LEE ARMSTRONG	A	PLROW		8/7/2008	SOMERVELL			20083062	A103C4
TXPL01291.55	STATE OF TEXAS ME20080091	A	PLROW		7/1/2008	SOMERVELL			20082189	A103C4
TXPL00968.55	ANNE I REEVES INDIV & TRE	A	SURF		1/24/2008	SOMERVELL			20080270	A103-E2
TXPL01110.55	PHIL A DUGGER	A	PLROW		5/23/2008	SOMERVELL			20082327	A103E3
TXPL01111.55	JAMES R HEWLETT	A	PLROW		5/21/2008	SOMERVELL			20082330	A103E3
TXPL01112.55	THOMAS L DUGGER ET UX	A	PLROW		5/20/2008	SOMERVELL			20082329	A103E3
TXPL01113.55	DOUGLAS DUGGER ET UX	A	PLROW		5/16/2008	SOMERVELL			20082325	A103E3
TXPL01146.55	LINDA IVY ET VIR	A	PLROW		7/9/2008	SOMERVELL			20082332	A103E3
TXPL01250.55	JAMES R HEWLETT	A	PLROW		10/2/2008	SOMERVELL			20083063	A103E-4
TXPL01261.55	JOHN C PARKER ET AL	A	PLROW		10/10/2008	SOMERVELL			20090626	A103E-4
TXPL01300.55	INGRAM CONCRETE LLC	A	PLROW		10/30/2008	SOMERVELL			20083081	A103E-4
TXPL01303.55	REBECCA BROWN KELLER	A	PLROW		11/11/2008	SOMERVELL			20083168	A103E-4
TXPL01332.55	SOMERVELL CR 319	A	PLROW		10/1/2008	SOMERVELL	N/A	N/A		A103E-4
TXPL01334.55	SOMERVELL CR 319	A	PLROW		10/1/2008	SOMERVELL	N/A	N/A		A103E-4A1
TXPL00371.55	ST TX ME20060147	A	PLROW		10/12/2006	SOMERVELL			45788	A103F
TXPL00400.55	JIM D NIXON ET UX	A	PLROW		9/16/2006	SOMERVELL			45443	A103G
TXPL00539.55	BENJAMIN L SMITH ET UX	A	PLROW		4/16/2007	SOMERVELL			20072295	A103H
TXPL00462.55	BENJAMIN L. SMITH ET UX	A	PLROW		2/5/2007	SOMERVELL			20070859	A103I
TXPL00464.55	KENNETH S GEORGE ET UX	A	PLROW		2/22/2007	SOMERVELL			20070858	A103I
TXPL00598.55	SOMERVELL COUNTY COMMISSIO	A	PERMIT		2/16/2007	SOMERVELL	N/A	N/A		A103I
TXPL01279.55	REECE WHITE	A	PLROW		6/6/2006	SOMERVELL			20080991	A103J
TXPL01246.55	REESE WHITE	A	SURF		8/4/2008	SOMERVELL			20082576	A103-O
TXPL01638.55	QUICKSILVER RESOURCES INC	A	PLROW		11/25/2008	SOMERVELL			20091723	A103R
TXPL01638.55	QUICKSILVER RESOURCES INC	A	PLROW		11/25/2008	SOMERVELL			20092477	A103R
TXPL01614.55	RODOLFO O LOPEZ ET UX	A	PLROW		12/28/2009	SOMERVELL			20100252	A101D1F
TXPL01620.55	DAVID ARROYOS ET UX	A	PLROW		1/4/2010	SOMERVELL			20100255	A101D1F
TX4390527.99	COWTOWN PIPELINE PARTNERS L	A	DEED		11/13/2008	TARRANT			D208425838	TX125
TXPL01393.55	SONE K SANGCHAN ET UX	A	PLROW		3/30/2005	TARRANT			D206161681	AAL104A2AZ
TXPL01437.55	KATY ROAD 29 AC LTD	A	PLROW		4/29/2005	TARRANT			D206119319	AAL104A2AZ
TX4390906.55	FW FORT WORTH 109 LP	A	SURF		2/4/2005	TARRANT			D205055739	AAL105
TXPL01453.55	TXDOT 220-HPG-10-05	A	PERMIT		1/7/2005	TARRANT				AAL105
TXPL01433.55	METROPORT CITIES FELLOWSHI	A	PLROW		1/12/2006	TARRANT			D206061771	AAL105D
TXPL01430.55	SYNERGY INDUSTRIAL PARK LT	A	PLROW		10/20/2004	TARRANT			D205055742	AAL105D1
TXPL01432.55	METROPORT CITIES FELLOWSHI	A	PLROW		1/12/2006	TARRANT			D206061770	AAL105D2
TXPL01459.55	TARRANT COUNTY 06-26	A	PERMIT		3/6/2006	TARRANT				AAL105D2
TX4390887.55	TRIPLE T FARMS LTD	A	SURF		2/27/2009	TARRANT			D209188718	AL100A1

Page 21

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TX4390902.55	FORT WORTH RAILROAD SALVAG	A	SURF		3/30/2009	TARRANT			D209243916	AL103A2A
TXPL00522.55	THE OAKRIDGE SCHOOL INC	A	PLROW		6/23/2008	TARRANT			D208243759	LA001
TXPL00553.55	ARLINGTON INDEP SCHOOL DIS	A	PLROW		5/3/2007	TARRANT			D207161050	LA001
TXPL00562.55	303 JOINT VENTURE	A	PLROW		5/10/2007	TARRANT			D208092595	LA001
TXPL00582.55	DAN DIPERT TRAVEL SERVICE	A	PLROW		3/21/2008	TARRANT			D208106476	LA001
TXPL00584.55	ONCOR ELECTRIC DELIVERY CO	A	PLROW		5/23/2007	TARRANT			D207217422	LA001
TXPL00610.55	UNIVISION RADIO BROADCASTI	A	PLROW		6/5/2007	TARRANT			D207217424	LA001
TXPL00659.55	TXDOT #220-HPG-089-07	A	PERMIT		4/25/2007	TARRANT				LA001
TXPL00719.55	BOSWELL DEVELOPMENT CO	A	PLROW		8/14/2007	TARRANT			D207285909	LA001
TXPL00726.55	TXDOT # 220-HPG-055-07	A	PERMIT		4/19/2007	TARRANT	N/A	N/A		LA001
TXPL00757.55	VIVIENNE B WILLIAMS ET AL	A	PLROW		8/16/2007	TARRANT			D207298735	LA001
TXPL01306.55	QUICKSILVER RES INC ET AL	A	PLROW		6/3/2008	TARRANT			D208214148	LA001
TXPL00612.55	LOLA C VECERA	A	PLROW		6/1/2007	TARRANT			D207217426	LA002
TXPL00709.55	CYNTHIA ANN EVANS ESTES	A	PLROW		7/27/2007	TARRANT			D207295242	LA002
TXPL00711.55	JULIUS O’NEAL BELL ET AL	A	PLROW		7/27/2007	TARRANT			D207334248	LA002
TXPL00766.55	WILLIE STRAWTHER ET UX	A	PLROW		8/24/2007	TARRANT			D207334250	LA002
TXPL00778.55	EXTEX LAPORTE LP	A	PLROW		8/30/2007	TARRANT			D207348996	LA002
TXPL00826.55	BILLIE B MOSITES TRUST	A	PLROW		10/10/2007	TARRANT			D207378536	LA002
TXPL00832.55	KEITH KIDWILL	A	PLROW		10/8/2007	TARRANT			D207367967	LA002
TXPL00834.55	LEWIS & ASSOCIATES REALTOR	A	PLROW		11/13/2007	TARRANT			D207406410	LA002
TXPL00836.55	MICHAEL OLCOTT	A	PLROW		10/1/2007	TARRANT			D207367971	LA002
TXPL00838.55	MARY OLCOTT	A	PLROW		10/4/2007	TARRANT			D207367969	LA002
TXPL00840.55	OLIN GIBBINS	A	PLROW		9/18/2007	TARRANT			D207348993	LA002
TXPL00842.55	CECIL SANDERLIN	A	PLROW		9/26/2007	TARRANT			D207348994	LA002
TXPL00849.55	ELAINE HENDERSON	A	PLROW		10/10/2007	TARRANT			D207367965	LA002
TXPL00852.55	WHIZ-Q INC	A	PLROW		11/7/2007	TARRANT			D207406413	LA002
TXPL00871.55	ANCIENT OAKS LTD	A	PLROW		11/21/2007	TARRANT			D207430955	LA002
TXPL00880.55	WATERVIEW ESTATES NORTH LP	A	PLROW		11/7/2007	TARRANT			D207406414	LA002
TXPL00897.55	C.F. MULLINIX ESTATE	A	PLROW		12/3/2007	TARRANT			D207455787	LA002
TXPL00902.55	MORROW FAMILY TRUST	A	PLROW		11/26/2007	TARRANT			D207430954	LA002
TXPL00939.55	LEWIS & ASSOCIATES REALTOR	A	PLROW		1/11/2007	TARRANT			D208013954	LA002
TXPL00970.55	THELMA MULLINIX ESTATE	A	PLROW		11/29/2007	TARRANT			D207455789	LA002
TXPL00972.55	OAK CREEK HOUSING SYS LP	A	PLROW		12/26/2007	TARRANT			D207455784	LA002
TXPL00974.55	TECHLINE INC	A	PLROW		12/10/2007	TARRANT			D207455783	LA002
TXPL00981.55	CITY OF FORT WORTH	A	PLROW		1/16/2008	TARRANT			D208025886	LA002
TXPL00984.55	CITY OF FORT WORTH	A	PLROW		1/22/2008	TARRANT			D208025884	LA002
TXPL00993.55	LAR MHP HOLDINGS LP	A	PLROW		12/20/2007	TARRANT			D208013951	LA002
TXPL01287.55	CITY OF FORT WORTH	A	PLROW		3/13/2008	TARRANT				LA002
TXPL01536.55	CITY OF FORT WORTH	A	PLROW		7/1/2009	TARRANT				LA002C
TXPL01537.55	CITY OF FORT WORTH	A	PLROW		7/1/2009	TARRANT				LA002C

Page 22

Exhibit

							Recorded —			Line
Agmt File No.	Grantor	Active	Agmt Type	Agmt Dtd		County	Book	Page	Instr #	ID/Prospect
TXPL01721.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	TARRANT			D210083619	AL103
TXPL01722.55	ALLIANCE CENTER WEST ASSOCIA	A	PLROW		1/1/2010	TARRANT			D210083620	AL103
TXPL01664.55	BNSF RAILWAY CO #10-40250	A	PERMIT		3/31/2010	TARRANT				AL103A
TXPL01668.55	BNSF RAILWAY CO #10-40340	A	PERMIT		4/9/2010	TARRANT				AL103A
TXPL01747.55	TXDOT 220-HPG-080-2010	A	PLROW		4/2/2010	TARRANT	N/A	N/A		AL103A
TXPL01759.55	TARRANT COUNTY PERMIT10-78	A	PERMIT		8/10/2010	TARRANT				AL103A
TXPL01748.55	TRINITY RIVER AUTHORITY OF TEX	A	PLROW		4/19/2010	TARRANT			D210143187	AL103A1B
TXPL01719.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	TARRANT			D210083607	AL103B
TXPL01712.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	TARRANT			2010-33492	AL103D
TXPL01725.55	ALLIANCE CENTER WEST ASSOCIA	A	PLROW		1/1/2010	TARRANT			D210083615	AL103E
TXPL01727.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	TARRANT			D210083616	AL103E
TXPL01548.55	UNION PACIFIC RR CO 243427	A	PERMIT		2/23/2007	TARRANT			243427	LA001
TXPL01548.55	UNION PACIFIC RR CO 243427	A	PERMIT		2/23/2007	TARRANT			243427	LA001
TXPL01549.55	UNION PACIFIC RR CO 243428	A	PERMIT		2/23/2007	TARRANT			243428	LA001
TXPL01549.55	UNION PACIFIC RR CO 243428	A	PERMIT		2/23/2007	TARRANT			243428	LA001
TXPL01710.55	TRINITY RIVER AUTHORITY OF TX	A	PERMIT		5/21/2010	TARRANT			D210143185	LA001A
TXPL01710.55	TRINITY RIVER AUTHORITY OF TX	A	PERMIT		5/21/2010	TARRANT			D210143185	LA001A
TXPL01755.55	TXDOT 220-HPG-069-10	A	PLROW		7/15/2010	TARRANT	N/A	N/A		LA002D
TXPL01552.55	LAWHON INC	A	PLROW		9/4/2009	TARRANT			D210022517	LA002D-1
TXPL01648.55	SOUTHEASTERN FREIGHT LINES IN	A	PLROW		3/5/2010	TARRANT				LA002D-1
TXPL01653.55	WINSTON ELECTRIC LP	A	PLROW		3/8/2010	TARRANT				LA002D-1
TXPL01653.55	WINSTON ELECTRIC LP	A	PLROW		3/8/2010	TARRANT				LA002D-1
TXPL01678.55	J L STEVENSON CORPORATION	A	PLROW		4/14/2010	TARRANT				LA002D-1
TXPL01679.55	PRIMARY REALTY ASSETS LP	A	PLROW		4/23/2010	TARRANT				LA002D-1
TXPL01741.55	MARY SUSAN OLCOTT	A	PLROW		7/21/2010	TARRANT				LA002F
TXPL01736.55	WHIZ-Q INC	A	SURF		7/13/2010	TARRANT				TX125
TXPL01693.55	CENTURION ACQUISITIONS LP	A	PLROW		5/12/2010	TARRANT				651-A
TXPL01694.55	TRANSCONTINENTAL REALTY INVE	A	PLROW		5/12/2010	TARRANT				651-A
TXPL01697.55	RWJ REALTY LLC	A	PLROW		5/18/2010	TARRANT				AL103A
TXPL01711.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	TARRANT			D210083608	AL103B1A
TXPL01726.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	TARRANT			D210083614	AL103E
TXPL01717.55	AIL INVESTMENTS LP	A	PLROW		1/1/2010	TARRANT			D210083618	AL103F
TXPL01703.55	BEAR CREEK PLAZA LTD TEXAS	A	PLROW		6/2/2010	TARRANT				AL105D
TXPL01705.55	GT/OLD DENTON LTD	A	PLROW		6/2/2010	TARRANT				AL105D
TXPL01676.55	CITY OF FORT WORTH	A	PLROW		4/14/2010	TARRANT				ALD100

Page 23

Exhibit

Line Name	CURRENT OWNER	Sites
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
RADDE LATERAL	Cowtown Pipeline Partners LP
RADDE LATERAL	Cowtown Pipeline Partners LP
RADDE LATERAL	Cowtown Pipeline Partners LP
RADDE LATERAL	Cowtown Pipeline Partners LP
RADDE LATERAL	Cowtown Pipeline Partners LP
SEA SERPENT LATERAL	Cowtown Pipeline Partners LP
SEA SERPENT LATERAL	Cowtown Pipeline Partners LP
SEA SERPENT LATERAL	Cowtown Pipeline Partners LP
SEA SERPENT LATERAL	Cowtown Pipeline Partners LP
SEA SERPENT LATERAL	Cowtown Pipeline Partners LP
SEA SERPENT LATERAL	Cowtown Pipeline Partners LP
BENDER #1H LATERAL	Cowtown Pipeline Partners LP
BENDER #1H LATERAL	Cowtown Pipeline Partners LP
BENDER #1H LATERAL	Cowtown Pipeline Partners LP
BENDER #1H LATERAL	Cowtown Pipeline Partners LP
MARVEL GIRL LATERAL	Cowtown Pipeline Partners LP	Tie in
MAGNETO LATERAL	Cowtown Pipeline Partners LP
WOLVERINE LATERAL	Cowtown Pipeline Partners LP
ALLIANCE PIPELINE	Cowtown Pipeline Partners LP	Alliance Compression & Treating Facility
ALLIANCE PIPELINE	Cowtown Pipeline Partners LP	Alliance Compression & Treating Facility
ALLIANCE PIPELINE	Cowtown Pipeline Partners LP	Meter Facility Site
ALLIANCE 20” EAST LINE	Cowtown Pipeline Partners LP
ALLIANCE 20” EAST LINE	Cowtown Pipeline Partners LP
ALLIANCE 20” EAST LINE	Cowtown Pipeline Partners LP
ALLIANCE 20” EAST LINE	Cowtown Pipeline Partners LP
ALLIANCE 20” EAST LINE	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO
SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE COMMERCE LOOP	Cowtown Pipeline Partners LP
ALLIANCE WEST EXT 156 TO BREWER G PAD	Cowtown Pipeline Partners LP

Page 24

Exhibit

Line Name	CURRENT OWNER	Sites
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE GEBERT SOUTH LATERAL	Cowtown Pipeline Partners LP
ALLIANCE GEBERT NORTH PAD LATERAL LINE	Cowtown Pipeline Partners LP
ALLIANCE GEBERT C PAD TO NORTH LATERAL	Cowtown Pipeline Partners LP
ALLIANCE PIPELINE	Cowtown Pipeline Partners LP
ALLIANCE 12” LAT TO B PAD	Cowtown Pipeline Partners LP
ALLIANCE 20” WEST LINE	Cowtown Pipeline Partners LP
ALLIANCE LATERAL TO D PAD	Cowtown Pipeline Partners LP
ALPHABET CROSSING B PAD TO GRAPHICS	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP
BUCANHAN LATERAL	Cowtown Pipeline Partners LP
ALFALFA #1H LATERAL	Cowtown Pipeline Partners LP
12” NORTHWEST MAINLINE	Cowtown Pipeline Partners LP	50x50foot surface site
BARNETT SHALE SO EXTENSION	Cowtown Pipeline Partners LP	Hood County Processing Plant
BARNETT SHALE SO EXTENSION	Cowtown Pipeline Partners LP	Dizzy Compressor Station
BARNETT SHALE SO EXTENSION	Cowtown Gas Processing Partners LP	Corvette Plant
BARNETT SHALE SO EXTENSION	Cowtown Gas Processing Partners LP	Warehouse Site
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP

Page 25

Exhibit

Line Name	CURRENT OWNER	Sites
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
		100x100 foot surface site Cowtown
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP	Pipeline Phase 1
		100x100 foot surface site Cowtown
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP	Pipeline Phase 1
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
		115x50foot surface site Cowtown Pipeline
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP	Phase 1
		30x30 foot surface site Cowtown Pipeline
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP	Phase 1

Page 26

Exhibit

Line Name	CURRENT OWNER	Sites
		30x30 foot surface site Cowtown Pipeline
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP	Phase 1
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
		30x50 footsurface site ETC to mainline
ETC — 20” MAINLINE INTERCONNECT	Cowtown Pipeline Partners LP	interconnet
PECAN PLANTATION LATERAL	Cowtown Pipeline Partners LP
PECAN PLANTATION LATERAL	Cowtown Pipeline Partners LP
PECAN PLANTATION LATERAL	Cowtown Pipeline Partners LP
PECAN PLANTATION LATERAL	Cowtown Pipeline Partners LP
PECAN PLANTATION LATERAL	Cowtown Pipeline Partners LP
PECAN PLANTATION LATERAL	Cowtown Pipeline Partners LP
PROFESSOR #2H LATERAL	Cowtown Pipeline Partners LP
MOONEY A #1H LATERAL	Cowtown Pipeline Partners LP
MOONEY A 2H-3H LATERAL	Cowtown Pipeline Partners LP
PARKER #1, 2 & 3H LATERAL	Cowtown Pipeline Partners LP
MARY ANN LATERAL 5H-7H	Cowtown Pipeline Partners LP
STATION BRANCH RANCH MAINLINE LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH MAINLINE LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH MAINLINE LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH MAINLINE LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH MAINLINE LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH MAINLINE LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH MAINLINE LATERAL	Cowtown Pipeline Partners LP
TRAPPER JOHN LATERAL	Cowtown Pipeline Partners LP
TRAPPER JOHN 1H & 2H LATERAL	Cowtown Pipeline Partners LP
TRAPPER JOHN 1H & 2H LATERAL	Cowtown Pipeline Partners LP
TRAPPER JOHN 3H & 4H LATERAL	Cowtown Pipeline Partners LP
TRAPPER JOHN 3H & 4H LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH 1H WELL PAD
LATERAL	Cowtown Pipeline Partners LP
STATION BRANCH RANCH 1H WELL PAD
LATERAL	Cowtown Pipeline Partners LP
J B MOONEY 1H LATERAL	Cowtown Pipeline Partners LP
Z BAR LAND 1H LATERAL	Cowtown Pipeline Partners LP
Z BAR LAND & CATTLE CO 2H & 3H LATERAL	Cowtown Pipeline Partners LP
Z BAR LAND & CATTLE CO 2H & 3H LATERAL	Cowtown Pipeline Partners LP
SMELLY LATERAL	Cowtown Pipeline Partners LP
SMELLY LATERAL	Cowtown Pipeline Partners LP

Page 27

Exhibit

Line Name	CURRENT OWNER	Sites
SMELLY LATERAL	Cowtown Pipeline Partners LP
SMELLY LATERAL	Cowtown Pipeline Partners LP
LUCY LATERAL	Cowtown Pipeline Partners LP
LUCY LATERAL	Cowtown Pipeline Partners LP
LUCY LATERAL	Cowtown Pipeline Partners LP
SMELLEY B1H LATERAL	Cowtown Pipeline Partners LP
SMELLEY B1H LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP
EL CAMINO LATERAL	Cowtown Pipeline Partners LP	50x30x84.94 foot surface site
EL CAMINO LATERAL	Cowtown Pipeline Partners LP	50x50 foot Surface Site
EL CAMINO LATERAL	Cowtown Pipeline Partners LP	10x30 surface site
SUGAR CRISP LATERAL	Cowtown Pipeline Partners LP	50x50 foot surface site
SUGAR CRISP LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 3H LATERAL	Cowtown Pipeline Partners LP
SILVER BULLET LINE	Cowtown Pipeline Partners LP
SILVER BULLET LINE	Cowtown Pipeline Partners LP
SILVER BULLET LINE	Cowtown Pipeline Partners LP
THURSTON HOWELL LATERAL	Cowtown Pipeline Partners LP
THURSTON HOWELL LATERAL	Cowtown Pipeline Partners LP

Page 28

Exhibit

Line Name	CURRENT OWNER	Sites
MONTE CARLO #1H LATERAL	Cowtown Pipeline Partners LP
MONTE CARLO #1H LATERAL	Cowtown Pipeline Partners LP
EL CAMINO #1H LATERAL	Cowtown Pipeline Partners LP	30x30 foot Surface Site and 20foot wide ingress road
SPUDS LATERAL	Cowtown Pipeline Partners LP
SAN RAPHAEL LATERAL	Cowtown Pipeline Partners LP
SAN RAPHAEL LATERAL	Cowtown Pipeline Partners LP
SAN RAPHAEL LATERAL	Cowtown Pipeline Partners LP
SAN RAPHAEL LATERAL	Cowtown Pipeline Partners LP
SAN RAPHAEL LATERAL	Cowtown Pipeline Partners LP
LOVIE 1H & 2H LATERAL	Cowtown Pipeline Partners LP
LOVIE 1H & 2H LATERAL	Cowtown Pipeline Partners LP
LOVIE 1H & 2H LATERAL	Cowtown Pipeline Partners LP
SKIPPER #1 & 1H LATERAL	Cowtown Pipeline Partners LP
SKIPPER #1 & 1H LATERAL	Cowtown Pipeline Partners LP
SKIPPER #1 & 1H LATERAL	Cowtown Pipeline Partners LP
HONEYCOMB #1H — 4H LATERAL	Cowtown Pipeline Partners LP
SKIPPER #3, 4 & 5H LATERAL	Cowtown Pipeline Partners LP
SKIPPER #3, 4 & 5H LATERAL	Cowtown Pipeline Partners LP
BURLINGTON CONOCO LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 4H-5H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 4H-5H LATERAL	Cowtown Pipeline Partners LP
SUGAR CRISP 4H-5H LATERAL	Cowtown Pipeline Partners LP
LANGDON #1H LATERAL FROM MAINLINE	Cowtown Pipeline Partners LP
A100I LATERAL TO LANGDON #1H	Cowtown Pipeline Partners LP
DEVON-CHRISTINE’S LUCKY DRAW	Cowtown Pipeline Partners LP
DEVON-CHRISTINE’S LUCKY DRAW	Cowtown Pipeline Partners LP
CHRISTINE’S LUCKY DRAW 3H LATERAL	Cowtown Pipeline Partners LP
STEWART 3H LATERAL	Cowtown Pipeline Partners LP
COLONEL FLAGG #1H LATERAL	Cowtown Pipeline Partners LP
COLONEL FLAGG 4H-7H LATERAL	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP

Page 29

Exhibit

Line Name	CURRENT OWNER	Sites
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE LATERAL LINE	Cowtown Pipeline Partners LP
CORVETTE #1H LATERAL	Cowtown Pipeline Partners LP
K R MIXER 1H-4H LATERAL	Cowtown Pipeline Partners LP
T & P LATERAL	Cowtown Pipeline Partners LP
T & P LATERAL	Cowtown Pipeline Partners LP
T & P LATERAL	Cowtown Pipeline Partners LP
T & P LATERAL	Cowtown Pipeline Partners LP
T & P LATERAL	Cowtown Pipeline Partners LP
T & P LATERAL	Cowtown Pipeline Partners LP
T & P LATERAL TO 1H, 5H & 6H WP	Cowtown Pipeline Partners LP
T & P LATERAL TO 2H & 7H WP	Cowtown Pipeline Partners LP
T & P LATERAL TO 2H & 7H WP	Cowtown Pipeline Partners LP	50x50 foot surface site
BIG ROCK CANDY MOUNTAIN 1H-4H LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
YOSEMITE SAM LATERAL	Cowtown Pipeline Partners LP
4” RED DRAGON 3H-4H LATERAL	Cowtown Pipeline Partners LP
SHERRI P 1H-4H LATERAL	Cowtown Pipeline Partners LP
PRICE 1H-4H LATERAL	Cowtown Pipeline Partners LP
PRICE 1H-4H LATERAL	Cowtown Pipeline Partners LP
PRICE 5H-8H LATERAL	Cowtown Pipeline Partners LP
KEITH RANDLE TRUST LATERAL	Cowtown Pipeline Partners LP
8” CORVETTE EXTENSION	Cowtown Pipeline Partners LP
8” CORVETTE EXTENSION	Cowtown Pipeline Partners LP
8” CORVETTE EXTENSION	Cowtown Pipeline Partners LP
MCGILVERY LATERAL	Cowtown Pipeline Partners LP
MCGILVERY LATERAL	Cowtown Pipeline Partners LP
MCGILVERY LATERAL	Cowtown Pipeline Partners LP
CORVETTE #2H LATERAL	Cowtown Pipeline Partners LP

Page 30

Exhibit

Line Name	CURRENT OWNER	Sites
LAFRANCE #1H & #2H LATERAL	Cowtown Pipeline Partners LP
OLIVIA UNIT LATERAL	Cowtown Pipeline Partners LP
KIMMEL #1H LATERAL	Cowtown Pipeline Partners LP
KIMMEL #1H LATERAL	Cowtown Pipeline Partners LP
KIMMEL #1H LATERAL	Cowtown Pipeline Partners LP
KIMMEL #1H LATERAL	Cowtown Pipeline Partners LP
KIMMEL #1H LATERAL	Cowtown Pipeline Partners LP
KIMMEL #1H LATERAL	Cowtown Pipeline Partners LP
KIMMEL #1H LATERAL	Cowtown Pipeline Partners LP
SAM MARSHALL #1H LATERAL	Cowtown Pipeline Partners LP
SAM MARSHALL #1H LATERAL	Cowtown Pipeline Partners LP
MARSHALL #2H LATERAL	Cowtown Pipeline Partners LP
MARSHALL #2H LATERAL	Cowtown Pipeline Partners LP
SAM MARSHALL #2 TO COYOTE CROSSING	Cowtown Pipeline Partners LP
SAM MARSHALL #2 TO COYOTE CROSSING	Cowtown Pipeline Partners LP
SAM MARSHALL #2 TO COYOTE CROSSING	Cowtown Pipeline Partners LP
SAM MARSHALL #2 TO COYOTE CROSSING	Cowtown Pipeline Partners LP
SAM MARSHALL A #1H LATERAL	Cowtown Pipeline Partners LP
SAM MARSHALL A #1H LATERAL	Cowtown Pipeline Partners LP
SAM MARSHALL A #1H LATERAL	Cowtown Pipeline Partners LP
RED DRAGON #1H & #2H LATERAL	Cowtown Pipeline Partners LP
RANDLE 1H-6H LATERAL	Cowtown Pipeline Partners LP
SUNNYE 1H & 2H LATERAL	Cowtown Pipeline Partners LP
SUNNYE 1H & 2H LATERAL	Cowtown Pipeline Partners LP
HUMMER 1H & 2H LATERAL	Cowtown Pipeline Partners LP
HUMMER 1H & 2H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
JAMES # 1H-3H LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP

Page 31

Exhibit

Line Name	CURRENT OWNER	Sites
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 3 PART 2	Cowtown Pipeline Partners LP
12” BOY SCOUT LATERAL PHASE 3 PART 2	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
PALLMEYER LATERAL	Cowtown Pipeline Partners LP
PALLMEYER LATERAL	Cowtown Pipeline Partners LP
PALLMEYER LATERAL	Cowtown Pipeline Partners LP
PALLMEYER EAST LATERAL	Cowtown Pipeline Partners LP
KAMEL LATERAL	Cowtown Pipeline Partners LP
KAMEL LATERAL	Cowtown Pipeline Partners LP
STEWART LANGDON LATERAL	Cowtown Pipeline Partners LP
LANGDON A3H AND A4H LATERAL	Cowtown Pipeline Partners LP
HELTON 1H LATERAL	Cowtown Pipeline Partners LP
HELTON 1H LATERAL	Cowtown Pipeline Partners LP

Page 32

Exhibit

Line Name	CURRENT OWNER	Sites
KIDD #1H	Cowtown Pipeline Partners LP
BOB DENVER #1 & 2H CONNECT	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
CHRISSY & TEJAS WELLS LATERAL	Cowtown Pipeline Partners LP
ENCANA STEWART #1H TIE IN	Cowtown Pipeline Partners LP
ENCANA STEWART #1H TIE IN	Cowtown Pipeline Partners LP	Ingress Road easement
ENCANA STEWART #1H TIE IN	Cowtown Pipeline Partners LP
TEJAS WESTERN EXTENSION	Cowtown Pipeline Partners LP
TEJAS WESTERN EXTENSION	Cowtown Pipeline Partners LP
TEJAS WESTERN EXTENSION	Cowtown Pipeline Partners LP	50x50 foot surface site
TEJAS WESTERN EXTENSION	Cowtown Pipeline Partners LP
TEJAS WESTERN EXTENSION	Cowtown Pipeline Partners LP
TEJAS WESTERN EXTENSION	Cowtown Pipeline Partners LP
ACTON MEADOW 1H LATERAL	Cowtown Pipeline Partners LP
BURLINGTON KIDD #3H	Cowtown Pipeline Partners LP
HINTON #1H WELL CONNECT	Cowtown Pipeline Partners LP
BROYLES #1H LATERAL	Cowtown Pipeline Partners LP
BROYLES #1H LATERAL	Cowtown Pipeline Partners LP
BROYLES #1H LATERAL	Cowtown Pipeline Partners LP
BROYLES #1H LATERAL	Cowtown Pipeline Partners LP
BROYLES #1H LATERAL	Cowtown Pipeline Partners LP	50x50 foot surface site
BROYLES 3H-5H LATERALS	Cowtown Pipeline Partners LP
CHESBROUGH — SHAW LATERAL	Cowtown Pipeline Partners LP
CHESBROUGH — SHAW LATERAL	Cowtown Pipeline Partners LP	30x30 foot surface
CHESBROUGH — SHAW LATERAL	Cowtown Pipeline Partners LP	30x50 foot surface site
SASS UNIT 1H — 7H LATERAL	Cowtown Pipeline Partners LP
SASS UNIT 1H — 7H LATERAL	Cowtown Pipeline Partners LP
SASS UNIT 1H — 7H LATERAL	Cowtown Pipeline Partners LP	50x50 foot Surface Site
GLEEN #1H-4H LATERAL	Cowtown Pipeline Partners LP
GLEEN #1H-4H LATERAL	Cowtown Pipeline Partners LP
GLEEN #1H-4H LATERAL	Cowtown Pipeline Partners LP
GLEEN #1H-4H LATERAL	Cowtown Pipeline Partners LP	30x30 foot Surface Site
GLEEN #1H-4H LATERAL	Cowtown Pipeline Partners LP

Page 33

Exhibit

Line Name	CURRENT OWNER	Sites
BOB DENVER #5, 6 & 7H LATERAL	Cowtown Pipeline Partners LP
BOB DENVER #3 & 4H LATERAL	Cowtown Pipeline Partners LP
SS MINNOW LATERAL	Cowtown Pipeline Partners LP
GILLIGAN UNIT #2 LATERAL	Cowtown Pipeline Partners LP
BURLINGTON KIDD #5 & 6H LATERAL	Cowtown Pipeline Partners LP
BURLINGTON KIDD #5 & 6H LATERAL	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP
20” WEST MAINLINE	Cowtown Pipeline Partners LP	50x50 foot surface site
MAJOR BURNS #1H LATERAL	Cowtown Pipeline Partners LP
MAJOR BURNS #1H LATERAL	Cowtown Pipeline Partners LP
MAJOR BURNS #1H LATERAL	Cowtown Pipeline Partners LP
CANNIBAL #1 LATERAL	Cowtown Pipeline Partners LP
NORTHWEST LATERAL	Cowtown Pipeline Partners LP
NORTHWEST LATERAL	Cowtown Pipeline Partners LP
NORTHWEST LATERAL	Cowtown Pipeline Partners LP
BROWN EYED GIRL LATERAL	Cowtown Pipeline Partners LP
BROWN EYED GIRL LATERAL	Cowtown Pipeline Partners LP
BROWN EYED GIRL EXTENSION LATERAL	Cowtown Pipeline Partners LP
BROWN EYED GIRL EXTENSION LATERAL	Cowtown Pipeline Partners LP
BROWN EYED GIRL EXTENSION LATERAL	Cowtown Pipeline Partners LP
MASSEY #1H LATERAL	Cowtown Pipeline Partners LP

Page 34

Exhibit

Line Name	CURRENT OWNER	Sites
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
NOEL #1H WELL CONNECT	Cowtown Pipeline Partners LP
DORIS FINLEY LATERAL	Cowtown Pipeline Partners LP
DORIS FINLEY LATERAL	Cowtown Pipeline Partners LP
DORIS FINLEY LATERAL	Cowtown Pipeline Partners LP
DORIS FINLEY LATERAL	Cowtown Pipeline Partners LP
DORIS FINLEY LATERAL	Cowtown Pipeline Partners LP
DORIS FINLEY LATERAL	Cowtown Pipeline Partners LP
DORIS FINLEY LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN LATERAL	Cowtown Pipeline Partners LP
BERLIN 1H LATERAL	Cowtown Pipeline Partners LP
BERLIN 1H LATERAL	Cowtown Pipeline Partners LP
BERLIN 1H LATERAL	Cowtown Pipeline Partners LP
BERLIN 1H LATERAL	Cowtown Pipeline Partners LP	50x50 foot surface site & 30x30 foot Surface Site
LUKER HAMMER LATERAL	Cowtown Pipeline Partners LP
LUKER HAMMER LATERAL	Cowtown Pipeline Partners LP
LUKER HAMMER LATERAL	Cowtown Pipeline Partners LP

Page 35

Exhibit

Line Name	CURRENT OWNER	Sites
LUKER HAMMER LATERAL	Cowtown Pipeline Partners LP
LUKER HAMMER LATERAL	Cowtown Pipeline Partners LP
LUKER HAMMER LATERAL	Cowtown Pipeline Partners LP	20x20 foot Surface Site and a 50x50 foot Surface Site
BLUE DUCK LATERAL	Cowtown Pipeline Partners LP
BLUE DUCK LATERAL	Cowtown Pipeline Partners LP
BLUE DUCK LATERAL	Cowtown Pipeline Partners LP
BLUE DUCK LATERAL	Cowtown Pipeline Partners LP
BLUE DUCK LATERAL	Cowtown Pipeline Partners LP	50x50 foot Surface Site
CAVEN LATERAL	Cowtown Pipeline Partners LP
CAVEN LATERAL	Cowtown Pipeline Partners LP
CAVEN LATERAL	Cowtown Pipeline Partners LP
CAVEN LATERAL	Cowtown Pipeline Partners LP
CAVEN LATERAL	Cowtown Pipeline Partners LP
CAVEN LATERAL	Cowtown Pipeline Partners LP
BYRL HAYWORTH 1H-6H LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN EXTENSION LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN EXTENSION LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN EXTENSION LATERAL	Cowtown Pipeline Partners LP
WILLIAMS FINN EXTENSION LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
GRACIE LATERAL	Cowtown Pipeline Partners LP
GRACIE LATERAL	Cowtown Pipeline Partners LP
GRACIE LATERAL	Cowtown Pipeline Partners LP
WEST MAINLINE EXTENSION	Cowtown Pipeline Partners LP
RODRIGO JAKE O KINNARD 1H-3H LATERAL	Cowtown Pipeline Partners LP	?

Page 36

Exhibit

Line Name	CURRENT OWNER	Sites
RODRIGO JAKE O KINNARD 1H-3H LATERAL	Cowtown Pipeline Partners LP	?
RODRIGO JAKE O KINNARD 1H-3H LATERAL	Cowtown Pipeline Partners LP	?
BROWN HILL	Cowtown Pipeline Partners LP
BROWN HILL	Cowtown Pipeline Partners LP
HENRY ZWEIFEL LATERAL	Cowtown Pipeline Partners LP
PLANT TO GULF TERRA TX PL	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
RADAR 1H LATERAL	Cowtown Pipeline Partners LP
RADAR 3H LATERAL	Cowtown Pipeline Partners LP
POSSUM HOLLER 2H-4H TO HAYWIRE 1H	Cowtown Pipeline Partners LP
POSSUM HOLLER 2H-4H TO HAYWIRE 1H	Cowtown Pipeline Partners LP
CARRIZO TURNEY LATERAL	Cowtown Pipeline Partners LP
BURLINGTON CONOCO GRANBURY WEST LATERAL	Cowtown Pipeline Partners LP
PUTTEET LATERAL TO CPF	Cowtown Pipeline Partners LP
SHIPLEY/HOOVER LATERAL	Cowtown Pipeline Partners LP
SHIPLEY/HOOVER LATERAL	Cowtown Pipeline Partners LP
SHIPLEY/HOOVER LATERAL	Cowtown Pipeline Partners LP
SHIPLEY/HOOVER LATERAL	Cowtown Pipeline Partners LP
SHIPLEY/HOOVER LATERAL	Cowtown Pipeline Partners LP
SHIPLEY/HOOVER LATERAL	Cowtown Pipeline Partners LP
12” NORTHWEST MAINLINE	Cowtown Pipeline Partners LP
WELLMAN WELLS	Cowtown Pipeline Partners LP
SHIPLEY PIPELINE LATERAL	Cowtown Pipeline Partners LP
SHIPLEY PIPELINE LATERAL	Cowtown Pipeline Partners LP
SHIPLEY PIPELINE LATERAL	Cowtown Pipeline Partners LP
SHIPLEY PIPELINE LATERAL	Cowtown Pipeline Partners LP
SHIPLEY PIPELINE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT TO TAYLOR SWD	Cowtown Pipeline Partners LP
CORVETTE PLANT TO TAYLOR SWD	Cowtown Pipeline Partners LP
BURLINGTON CONOCO EAST LATERAL	Cowtown Pipeline Partners LP
BURLINGTON CONOCO LATERAL	Cowtown Pipeline Partners LP
RANGE RESOURCES GREEN CONNECT	Cowtown Pipeline Partners LP
RANGE RESOURCES B CONNECT	Cowtown Pipeline Partners LP

Page 37

Exhibit

Line Name	CURRENT OWNER	Sites
RANGE RESOURCES B CONNECT	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
MILSTREAM LATERAL	Cowtown Pipeline Partners LP
DECORDOVA LATERAL	Cowtown Pipeline Partners LP
DECORDOVA LATERAL	Cowtown Pipeline Partners LP
DECORDOVA LATERAL	Cowtown Pipeline Partners LP
DECORDOVA LATERAL	Cowtown Pipeline Partners LP
DECORDOVA LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
DYER UNIT LATERAL	Cowtown Pipeline Partners LP
BROWN EYED GIRL EXTENSION LATERAL	Cowtown Pipeline Partners LP
BROWN EYED GIRL EXTENSION LATERAL	Cowtown Pipeline Partners LP
CAVEN LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP

Page 38

Exhibit

Line Name	CURRENT OWNER	Sites
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
JULIA ROSE LATERAL	Cowtown Pipeline Partners LP
CRABTREE 1H — 10H LATERAL	Cowtown Pipeline Partners LP
HARRIS LANGFORD LATERAL	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP
MAINLINE CRESSON HOOD CO PLANT	Cowtown Pipeline Partners LP	30x40 foot surface site Cowtown Pipeline Phase 1
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP	50x100 foot surface site Charca Hanger #1H
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
MAINLINE TO CHARCA 1H WELL	Cowtown Pipeline Partners LP
CHARCA #1H LATERAL	Cowtown Pipeline Partners LP
CHARCA #2H LATERAL	Cowtown Pipeline Partners LP

Page 39

Exhibit

Line Name	CURRENT OWNER	Sites
FREELAND HANGER TRUST LATERAL	Cowtown Pipeline Partners LP
FREELAND HANGER TRUST LATERAL	Cowtown Pipeline Partners LP
FREELAND HANGER TRUST LATERAL	Cowtown Pipeline Partners LP
FREELAND HANGER TRUST LATERAL	Cowtown Pipeline Partners LP
FREELAND HANGER TRUST LATERAL	Cowtown Pipeline Partners LP
FREELAND HANGER TRUST LATERAL	Cowtown Pipeline Partners LP
FREELAND #2H LATERAL	Cowtown Pipeline Partners LP
XTO/CHARCA HANGER LATERAL	Cowtown Pipeline Partners LP
XTO TAP & METER CHARCA HANGER LATERAL	Cowtown Pipeline Partners LP	520x15 foot surface site Tap & Meter
CHARCA #3H LATERAL/GAS LIFT SYS	Cowtown Pipeline Partners LP
CHARCA #3H LATERAL/GAS LIFT SYS	Cowtown Pipeline Partners LP
CHARCA #3H LATERAL/GAS LIFT SYS	Cowtown Pipeline Partners LP
CHARCA-HANGER #1 LATERAL	Cowtown Pipeline Partners LP
NIMROD 1H LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP	30x40 foot surface site miles lateral ext to mainline
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
HENSON-MILES LATERAL	Cowtown Pipeline Partners LP
MILES #3 TO MILES #1 LINE	Cowtown Pipeline Partners LP
MILES #3 TO MILES #1 LINE	Cowtown Pipeline Partners LP
MILES #4 LATERAL	Cowtown Pipeline Partners LP
SMELLY LATERAL	Cowtown Pipeline Partners LP
SMELLY LATERAL	Cowtown Pipeline Partners LP
WAYLON SMITHERS WELL CONNECT	Cowtown Pipeline Partners LP
TITAN PEARL 1H LATER	Cowtown Pipeline Partners LP
TITAN PEARL 1H LATER	Cowtown Pipeline Partners LP
TITAN PEARL 1H LATER	Cowtown Pipeline Partners LP

Page 40

Exhibit

Line Name	CURRENT OWNER	Sites
TITAN PEARL 1H LATER	Cowtown Pipeline Partners LP
LENNY LEONARD LATERAL	Cowtown Pipeline Partners LP
ESPIRE GRAVES WELLS LATERAL	Cowtown Pipeline Partners LP
ESPIRE GRAVES WELLS LATERAL	Cowtown Pipeline Partners LP
ESPIRE GRAVES WELLS LATERAL	Cowtown Pipeline Partners LP
RALPH WIGGUM LATERAL	Cowtown Pipeline Partners LP
BARKER SIMSON WELL CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON WELL CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON WELL CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON WELL CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON WELL CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON WELL CONNECT	Cowtown Pipeline Partners LP
WILLIAMS — CLEVELAND LATERAL	Cowtown Pipeline Partners LP
WILLIAMS — CLEVELAND LATERAL	Cowtown Pipeline Partners LP
BARKER SIMPSON 4H-6H LATERAL	Cowtown Pipeline Partners LP
BARKER SIMPSON 7H LATERAL	Cowtown Pipeline Partners LP
BARKER SIMSON #3H CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON #3H CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON 2H CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON 2H CONNECT	Cowtown Pipeline Partners LP
BARKER SIMSON 2H CONNECT	Cowtown Pipeline Partners LP
BURLINGTON SEALS CONNECTION	Cowtown Pipeline Partners LP
BURLINGTON SEALS CONNECTION	Cowtown Pipeline Partners LP
BURLINGTON SEALS CONNECTION	Cowtown Pipeline Partners LP
RALPH WIGGUM SOUTH CDP LATERAL	Cowtown Pipeline Partners LP
CARRIZO-TRINITY CONNECT	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP
CORVETTE PLANT 3 RESIDUE LATERAL	Cowtown Pipeline Partners LP

Page 41

Exhibit

Line Name	CURRENT OWNER	Sites
NGL — HOOD CO PLANT TO CHEVRON PL	Cowtown Pipeline Partners LP
NGL TO LOUIS DREYFUS	Cowtown Pipeline Partners LP
NGL TO LOUIS DREYFUS	Cowtown Pipeline Partners LP
NGL TO LOUIS DREYFUS	Cowtown Pipeline Partners LP
NGL TO LOUIS DREYFUS	Cowtown Pipeline Partners LP
NGL TO LOUIS DREYFUS	Cowtown Pipeline Partners LP
NGL TO LOUIS DREYFUS	Cowtown Pipeline Partners LP
BURLINGTON KIDD #7 & 8H LATERAL	Cowtown Pipeline Partners LP
LUMINANT LATERAL	Cowtown Pipeline Partners LP
LUMINANT LATERAL	Cowtown Pipeline Partners LP
LUMINANT LATERAL	Cowtown Pipeline Partners LP
LUMINANT LATERAL	Cowtown Pipeline Partners LP
LUMINANT LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
TALLMAN LATERAL	Cowtown Pipeline Partners LP
TALLMAN LATERAL	Cowtown Pipeline Partners LP
TALLMAN LATERAL	Cowtown Pipeline Partners LP
TALLMAN LATERAL	Cowtown Pipeline Partners LP
THELONIUS MONK LATERAL	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP

Page 42

Exhibit

Line Name	CURRENT OWNER	Sites
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
SOUTH MAIN LINE	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
DRECHSEL 1H-2H LATERAL	Cowtown Pipeline Partners LP
BRANHAM KELLER LATERAL	Cowtown Pipeline Partners LP
BRANHAM KELLER LATERAL	Cowtown Pipeline Partners LP
SEXTON WHITWORTH LATERAL	Cowtown Pipeline Partners LP
SEXTON WHITWORTH LATERAL	Cowtown Pipeline Partners LP
SEXTON WHITWORTH LATERAL	Cowtown Pipeline Partners LP
SEXTON WHITWORTH LATERAL	Cowtown Pipeline Partners LP
SEXTON WHITWORTH LATERAL	Cowtown Pipeline Partners LP
GOFF LATERAL	Cowtown Pipeline Partners LP
GOFF LATERAL	Cowtown Pipeline Partners LP

Page 43

Exhibit

Line Name	CURRENT OWNER	Sites
BOB HARRIS 1H-3H LATERAL	Cowtown Pipeline Partners LP
BOB HARRIS 1H-3H LATERAL	Cowtown Pipeline Partners LP
PERRIGRINE-ORANGE BLOSSOM SPEC TAP & MET	Cowtown Pipeline Partners LP
HEWLETT DUGGER SOUTH PIPELINE LATERAL	Cowtown Pipeline Partners LP
HEWLETT DUGGER SOUTH PIPELINE LATERAL	Cowtown Pipeline Partners LP
HEWLETT DUGGER SOUTH PIPELINE LATERAL	Cowtown Pipeline Partners LP
HEWLETT DUGGER SOUTH PIPELINE LATERAL	Cowtown Pipeline Partners LP
HEWLETT DUGGER SOUTH PIPELINE LATERAL	Cowtown Pipeline Partners LP
REBECCA BROWN KELLER LATERAL	Cowtown Pipeline Partners LP
REBECCA BROWN KELLER LATERAL	Cowtown Pipeline Partners LP
REBECCA BROWN KELLER LATERAL	Cowtown Pipeline Partners LP
REBECCA BROWN KELLER LATERAL	Cowtown Pipeline Partners LP
REBECCA BROWN KELLER LATERAL	Cowtown Pipeline Partners LP
REBECCA BRN KELL 6” LAT SOUTH ADAM STINS	Cowtown Pipeline Partners LP
WOODROW WILSON LATERAL	Cowtown Pipeline Partners LP
NIXON #1H LATERAL	Cowtown Pipeline Partners LP
BILLIE HOLIDAY LATERAL	Cowtown Pipeline Partners LP
CARRIZO-TRINITY CONNECT	Cowtown Pipeline Partners LP
CARRIZO-TRINITY CONNECT	Cowtown Pipeline Partners LP
CARRIZO-TRINITY CONNECT	Cowtown Pipeline Partners LP
APU 1H-2H LATERAL	Cowtown Pipeline Partners LP
APU 7H-10H LATERAL	Cowtown Pipeline Partners LP
BARKER COFFMAN 7H-11H LATERAL	Cowtown Pipeline Partners LP
BARKER COFFMAN 7H-11H LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
COMANCHE PEAK LATERAL	Cowtown Pipeline Partners LP
LAKE ARLINGTON TARRANT CNTY	Cowtown Pipeline Partners LP	Lake Arlington Compressor Station
ALLIANCE 8” LAT — GWS UNIT TO FLOREN	Cowtown Pipeline Partners LP
ALLIANCE 8” LAT — GWS UNIT TO FLOREN	Cowtown Pipeline Partners LP
ALLIANCE 10” GATEWAY FREEWAY	Cowtown Pipeline Partners LP
ALLIANCE 10” GATEWAY FREEWAY	Cowtown Pipeline Partners LP
ALLIANCE 12” GOLDEN ARBROOK	Cowtown Pipeline Partners LP
ACQ COZART 4” LATERAL	Cowtown Pipeline Partners LP
ALLIANCE HINTON MELVIN LATERAL	Cowtown Pipeline Partners LP
ALLIANCE HINTON MELVIN LATERAL	Cowtown Pipeline Partners LP
ALLIANCE DELIVERY POINT	Cowtown Pipeline Partners LP	Alliance Delivery Point

Page 44

Exhibit

Line Name	CURRENT OWNER	Sites
ALLIANCE D2 SITE	Cowtown Pipeline Partners LP	Alliance D2 Site
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
20” LAKE ARLINGTON MAINLINE	Cowtown Pipeline Partners LP
DUKE LATERAL	Cowtown Pipeline Partners LP
DUKE LATERAL	Cowtown Pipeline Partners LP

Page 45

Exhibit

Line Name	CURRENT OWNER	Sites
ALLIANCE 20” WEST LINE	Cowtown Pipeline Partners LP
ALLIANCE 20” WEST LINE	Cowtown Pipeline Partners LP
ALLIANCE WEST EXT 156 TO BREWER G PAD	Cowtown Pipeline Partners LP
ALLIANCE WEST EXT 156 TO BREWER G PAD	Cowtown Pipeline Partners LP
ALLIANCE WEST EXT 156 TO BREWER G PAD	Cowtown Pipeline Partners LP
ALLIANCE WEST EXT 156 TO BREWER G PAD	Cowtown Pipeline Partners LP
ALL LAT FROM HWY 156 TO BREWER TO ALPH H P	Cowtown Pipeline Partners LP
ALLIANCE LAT TO C PAD	Cowtown Pipeline Partners LP
ALLIANCE LATERAL TO E PAD	Cowtown Pipeline Partners LP
ALLIANCE LAT TO F PAD	Cowtown Pipeline Partners LP
ALLIANCE LAT TO F PAD	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
BOSWELL CONNECT LATERAL	Cowtown Pipeline Partners LP
CITY OF ARLINGTON GOLF COURSE 12”LATERAL	Cowtown Pipeline Partners LP
CITY OF ARLINGTON GOLF COURSE 12”LATERAL	Cowtown Pipeline Partners LP
WINSTON ELECTRIC LATERAL	Cowtown Pipeline Partners LP
LAWHON SOUTH LATERAL	Cowtown Pipeline Partners LP
LAWHON SOUTH LATERAL	Cowtown Pipeline Partners LP
LAWHON SOUTH LATERAL	Cowtown Pipeline Partners LP
LAWHON SOUTH LATERAL	Cowtown Pipeline Partners LP
LAWHON SOUTH LATERAL	Cowtown Pipeline Partners LP
LAWHON SOUTH LATERAL	Cowtown Pipeline Partners LP
OLCOTT WEST LATERAL	Cowtown Pipeline Partners LP
LAKE ARLINGTON TARRANT CNTY	Cowtown Pipeline Partners LP	50’ X 50’ above ground facility for valve & pig launcher
ALLIANCE PIPELINE	Cowtown Pipeline Partners LP
ALLIANCE PIPELINE	Cowtown Pipeline Partners LP
ALLIANCE WEST EXT 156 TO BREWER G PAD	Cowtown Pipeline Partners LP
ALLIANCE C TO L PAD 20” GAS LINE	Cowtown Pipeline Partners LP
ALLIANCE LAT TO F PAD	Cowtown Pipeline Partners LP
ALLIANCE LAT TO K PAD	Cowtown Pipeline Partners LP
ALLIANCE HERITAGE NORTH TO COZART	Cowtown Pipeline Partners LP
ALLIANCE HERITAGE NORTH TO COZART	Cowtown Pipeline Partners LP
ALLIANCE COMPRESSOR STATION TO SPEEDWAY	Cowtown Pipeline Partners LP

Page 46

Exhibit A

Easements and Rights-of-Way

Group I Easements:

Agmt

File

recorded_

recorded_

recorded_

Amended

Amendment

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

book

page

entry

Dated

Recorded

1.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01349.55

BNSF RAILWAY CO #04-26240

CHIEF OIL & GAS LLC

2/19/2004

PERMIT

N/A

2.

651 A

ALLIANCE PIPELINE

TARRANT

TXPL01352.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/30/2008

PLROW

D208252656

3.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01364.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D200861967

4.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01373.55

AIL INVESTMENT LP ET AL

EAGLE MOUNTAIN PIPELINE CO LP

7/1/2005

PLROW

D205357288

Effective 7/1/2005

D208215295

5.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01353.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/30/2008

PLROW

D208252659

6.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01354.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/30/2008

PLROW

D208252658

7.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01355.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/30/2008

PLROW

D208252657

8.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01356.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/30/2008

PLROW

D208252655

9.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01357.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215305

10.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01358.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215290

11.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01359.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215291

Exhibit A
Page 1 of 9

Agmt

File

recorded_

recorded_

recorded_

Amended

Amendment

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

book

page

entry

Dated

Recorded

12.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01360.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215316

13.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01363.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215307

14.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01367.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D20B215289

15.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01368.5S

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215309

16.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01369.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215297

17.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01372.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215311

18.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01375.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D20B215317

19.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01377.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215296

20.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01382.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215298

21.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01383.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215314

22.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01384.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215310

23.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01385.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215315

24.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01386.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215313

25.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01388.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215300

26.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01389.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215292

Exhibit A
Page 2 of 9

Agmt

File

recorded_

recorded_

recorded_

Amended

Amendment

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

book

page

entry

Dated

Recorded

27.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01390.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215301

28.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01394.55

TXU ELECTRIC DELIVERY CO

EAGLE MOUNTAIN PIPELINE CO LP

10/28/2005

PLROW

2006-52082

29.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01395.55

TXU ELECTRIC DELIVERY CO

EAGLE MOUNTAIN PIPELINE CO LP

10/28/2005

PLROW

2006-52083

30.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01407.55

ALLIANCE CENTER WEST ASSOC

EAGLE MOUNTAIN PIPELINE CO LP

7/1/2005

PLROW

D205357286

31.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01420.55

EMADA ELGOHAIL

EAGLE OIL & GAS CO

5/21/2003

PLROW

5343

2143

83570

32.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01421.55

CARL BRASWELL ET UX

EAGLE MOUNTAIN PIPELINE CO LP

6/2/2005

PLROW

2006-47568

33.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01422.55

CLYDE E WALL ETUX

EAGLE MOUNTAIN PIPELINE CO LP

6/15/2005

PLROW

2006-47570

34.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01424.55

DARIN WINGER ET UX

EAGLE MOUNTAIN PIPELINE CO LP

6/15/2005

PLROW

2006-47572

35.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01425.55

RUSSELL E HALL ET UX

EAGLE MOUNTAIN PIPELINE CO LP

1/24/2006

PLROW

2006-9335

36.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01426.55

RANDY DAY ET UX

EAGLE MOUNTAIN PIPELINE CO LP

2/24/2006

PLROW

2006-27642

37.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01427.55

GRANT T DOSTERT ET UX

EAGLE MOUNTAIN PIPELINE CO LP

1/31/2006

PLROW

2006-13446

38.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01431.55

KELLY DACRE ETAL

EAGLE MOUNTAIN PIPELINE CO LP

8/27/2005

PLROW

2008-50467

39.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01434.55

FREDERIK FLOREN TRUSTEE

EAGLE MOUNTAIN PIPELINE CO LP

4/1/2005

PLROW

D206161683

40.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01435.55

MARK J DAVIS ET UX

CHIEF OIL & GAS LLC

12/14/2004

PLROW

D205055743

41.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01444.55

INTEL CORPORATION

CHIEF RESOURCES ALLIANCE PIPELINE LLC

12/6/2007

PLROW

2008-8914

42.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01447.55

AIL INVESTMENT LP

EAGLE MOUNTAIN PIPELINE CO LP

1/1/2006

PLROW

2006-56358

43.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01449.55

TXDOT 220- HPG-8-05

EAGLE MOUNTAIN PIPELINE CO LP

1/7/2005

PERMIT

N/A

44.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01450.55

TXDOT 220- HPG-244-05

EAGLE MOUNTAIN PIPELINE CO LP

4/27/2005

PERMIT

N/A

45.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01451.55

TXDOT 220-G- 279-04

EAGLE MOUNTAIN PIPELINE CO LP

9/23/2004

PERMIT

N/A

46.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01452.55

TXDOT 220-G- 311-04

EAGLE MOUNTAIN PIPELINE CO LP

10/11/2004

PERMIT

N/A

Exhibit A
Page 3 of 9

Agmt

File

recorded_

recorded_

recorded_

Amended

Amendment

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

book

page

entry

Dated

Recorded

47.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01461.55

DENTON COUNTY DEPT OF PUBL

EAGLE MOUNTAIN PIPELINE CO LP

7/11/2005

PERMIT

N/A

48.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01462.55

DENTON COUNTY DEPT OF PUBL

EAGLE MOUNTAIN PIPELINE CO LP

7/11/2006

PERMIT

N/A

49.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01463.55

DENTON COUNTY DEPT OF PUBL

EAGLE MOUNTAIN PIPELINE CO LP

7/11/2005

PERMIT

N/A

50.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01469.55

ETHEL ROBERTA FANNING ET A

EAGLE MOUNTAIN PIPELINE CO LP

6/17/2005

SURF

D206136009

51.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01473.55

DOROTHY GEBERT

SOUTHWESTERN GAS PIPELINE INC

2/28/2002

PLROW

5111

3131

77442

52.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01474.55

SUSAN HORD ACREY ETVIR

STAR OF TEXAS ENERGY SERVICES INC

10/13/2005

PLROW

D205306818

53.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01475.55

DORIS S ERICKSON

STAR OF TEXAS ENERGY SERVICES INC

1/17/2003

PLROW

D203078038

54.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01476.55

GLEN HYDE ET AL

CANTERA GAS GATHERING INC

5/13/2002

SURF

5086

3219

61548

55.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01477.55

PHILLIP K SOTEL 2000 TRUST

STAR OF TEXAS ENERGY SERVICES INC

11/10/2003

PLROW

D2O3463901

56.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01478.55

PHILLIP K SOTEL 2000 TRUST

STAR OF TEXAS ENERGY SERVICES INC

11/11/2003

PLROW

D203463902

57.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01480.55

CITY OF FORT WORTH

CHIEF OIL & GAS LLC

6/16/2004

PLROW

30085

58.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01482.55

UNION PACIFIC RAILROAD CO

EAGLE MOUNTAIN PIPELINE CO LP

5/6/2005

PERMIT

236676

59.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01485.55

ONCOR ELECTRIC DELIVERY CO

CHIEF RESOURCES ALLIANCE PIPELINE LLC

2/11/2008

PERMIT

N/A

60.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01500.55

BNSF RAILWAY CO #08-35503

CHIEF RESOURCES ALLIANCE PIPELINE LLC

4/3/2008

PERMIT

N/A

61.

651-A

ALLIANCE PIPELINE

DENTON

TXPL01554.55

BNSF RAILWAY CO #08-37356

COWTOWN PIPELINE PTRS LP

9/9/2009

PERMIT

N/A

62.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01577.55

JAMES RUSSELL EGESTON MD

SOUTHWESTERN GAS PIPELINE INC

3/12/2007

PLROW

D207107551

63.

AL 103

ALLIANCE 20” WEST LINE

TARRANT

TXPL01562.55

CITY OF FORT WORTH

COWTOWN PIPELINE LP

9/9/2009

PLROW

39098

Exhibit A
Page 4 of 9

Agmt

File

recorded_

recorded_

recorded_

Amended

Amendmenl

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

book

page

entry

Dated

Recorded

64.

AL104

ALLIANCE 20” EAST LINE

TARRANT

TXPL01376.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215318

65.

AL104A1

ALLIANCE 8” COMMERCE A PAD TO COMMERCE B

DENTON

TXPL01374.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215302

66.

AL104A2

ALLIANCE COMMERCE LOOP — TECH CENTER 8”

DENTON

TXPL01379.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215293

67.

AL104A2

ALLIANCE COMMERCE LOOP — TECH CENTER B”

TARRANT

TXPL01479.55

CITY OF FORT WORTH

CHIEF OIL & GAS LLC

4/24/2006

PERMIT

33445

68.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

DENTON

TXPL01365.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

2009-23358

69.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

DENTON

TXPL01366.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

2009-23357

70.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

TARRANT

TXPL01378.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215303

71.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

TARRANT

TXPL01380.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215312

72.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

TARRANT

TXPL01381.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215294

Exhibit A
Page 5 of 9

Agmt

File

recorded_

recorded_

recorded_

Amended

Amendment

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

book

page

entry

Dated

Recorded

73.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

DENTON

TXPL01387.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

2009-23366

74.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

DENTON

TXPL01455.55

DENTON COUNTY DEPT OF PUBL

EAGLE MOUNTAIN PIPELINE CO LP

4/28/2006

PERMIT

N/A

75.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01406.55

DONALD G MOORE ET UX

EAGLE MOUNTAIN PIPELINE CO LP

11/30/2005

PLROW

D205379417

76.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01428.55

BAPTIST MISSIONARY ASSOC

EAGLE MOUNTAIN PIPELINE CO LP

10/14/2005

PLROW

D206061773

77.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01436.55

ONE PRAIRIE MEADOWS LTD

EAGLE MOUNTAIN PIPELINE CO LP

1/12/2006

PLROW

D206061769

78.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01438.55

GORDON NEIL WHITE ET UX

EAGLE MOUNTAIN PIPELINE CO LP

8/10/2005

PLROW

D206119318

79.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01439.55

MICHAEL K DOTSON ET UX

EAGLE MOUNTAIN PIPELINE CO LP

1/5/2006

PLROW

D206017089

80.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01440.55

MARTIN LYNN GOWINS

EAGLE MOUNTAIN PIPELINE CO LP

3/13/2006

PLROW

D206080938

81.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01441.55

JAMES E FORMAN ET UX

EAGLE MOUNTAIN PIPELINE CO LP

8/14/2005

PLROW

D205379416

82.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01442.55

MARTY M MELVIN ET UX

EAGLE MOUNTAIN PIPELINE CO LP

8/4/2005

PLROW

D205379418

83.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01445.55

ONE WOODLAND SPRINGS

EAGLE MOUNTAIN PIPELINE CO LP

1/12/2006

PLROW

D206061768

Exhibit A
Page 6 of 9

Agmt

File

recorded_

recorded_

recorded_

Amended

Amendment

Item #

Line No.

Line Name

County

File No.

Grantor

Original Grantee

Dated

Type

book

page

entry

Dated

Recorded

84.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01146.55

ONE WOODLAND SPRINGS

EAGLE MOUNTAIN PIPELINE CO LP

1/12/2006

PLROW

D206061767

85.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01456.55

TARRANT COUNTY 06-30

EAGLE MOUNTAIN PIPELINE CO LP

3/10/2006

PERMIT

N/A

86.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01457.55

TARRANT COUNTY 06-09

EAGLE MOUNTAIN PIPELINE CO LP

1/23/2006

PERMIT

N/A

87.

ALT 05D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01458.55

TARRANT COUNTY 06-10

EAGLE MOUNTAIN PIPELINE CO LP

1/23/2006

PERMIT

N/A

88.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01465.55

GREG ALUMBAUGH ET UX

EAGLE MOUNTAIN PIPELINE CO LP

4/18/2006

PLROW

05-37274-1

89.

AL105D2

ALLIANCE HINTON MELVIN LATERAL

TARRANT

TXPL01466.55

DARRYL KAZEN ET UX

EAGLE MOUNTAIN PIPELINE CO LP

4/18/2006

PLROW

06-38618-1

90.

651-A

ALLIANCE PIPELINE

TARRANT

TX4390901.55

MARTY M MELVIN ET UX

CHIEF RESOURCES ALLIANCE PIPELINE LLC

8/4/2005

SURF

D205379419

91.

AL104A2B

ALLIANCE 8” LAT TECH CTR S TO GRAPHIC

TARRANT

TXPL01448.55

ADL DEVELOPMENT LP

EAGLE MOUNTAIN PIPELINE CO LP

7/1/2005

PLROW

D205357287

12/20/2007

D208026060

Insofar as, and only insofar as, the item covers tracts depicted in orange on Schedule 1.2(e) Pipelines to the Purchase Agreement.

Group II Easements:

Agmt

File

Recorded

Recorded

Amended

Amendment

Item #

Line No.

Line Name

County

File No.

Grantor

Original Grantee

Dated

Type

- Book

- Page

Document #

Dated

Recorded

1.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01347.55

BNSF RAILWAY CO #04-26236

CHIEF OIL & GAS LLC

2/19/2004

PERMIT

N/A

2.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01348.55

BNSF RAILWAY CO #04-26238

CHIEF OIL & GAS LLC

2/19/2004

PERMIT

N/A

Exhibit A
Page 7 of 9

Agmt

File

Recorded

Recorded

Amended

Amendment

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

- Book

- Page

Document #

Dated

Recorded

3.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01349.55

BNSF RAILWAY CO #04-26240

CHIEF OIL & GAS LLC

2/19/2004

PERMIT

N/A

4.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01361.55

ADL DEVELOPMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215288

5.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01362.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215308

6.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01370.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215319

7.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01371.55

AIL INVESTMENT LP

CHIEF RESOURCES ALLIANCE PIPELINE LLC

5/19/2008

PLROW

D208215320

8.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01373.55

AIL INVESTMENT LP ET AL

EAGLE MOUNTAIN PIPELINE CO LP

7/1/2005

PLROW

D205357288

Effective 7/1/2005

D208215295

9.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01471.55

FW FORT WORTH 109 LP

EAGLE MOUNTAIN PIPELINE CO LP

2/4/2005

PLROW

D205055740

10.

651-A

ALLIANCE PIPELINE

TARRANT

TXPL01472.55

FW FORT WORTH 109 LP

EAGLE MOUNTAIN PIPELINE CO LP

2/4/2005

PLROW

D205055741

11.

AL100

ALLIANCE 20” NORTH PIPELINE A

DENTON

TXPL01491.55

BNSF RAILWAY CO #09-37662

COWTOWN PIPELINE LP

3/26/2009

PERMIT

N/A

12.

AL102

ALLIANCE 20” NORTH PIPELINE C

DENTON

TXPL01404.55

MT COLE TRUST NO 2 & 3

CHIEF RESOURCES ALLIANCE PIPELINE LLC

3/26/2008

PLROW

2008-36679

2/9/2009

2009-14364

13.

AL102

ALLIANCE 20” NORTH PIPELINE C

DENTON

TXPL01404.55

MT COLE TRUST NO 2 & 3

Effective 2/9/09

2009- 117217

14.

AL102

ALLIANCE 20” NORTH PIPELINE C

DENTON

TXPL01492.55

BNSF RAILWAY CO #09-37663

COWTOWN PIPELINE LP

3/26/2009

PERMIT

N/A

15.

AL104

ALLIANCE 20” EAST LINE

DENTON

TXPL01419.55

MT COLE TRUST NO 2 & 3

COWTOWN PIPELINE LP

2/9/2009

PLROW

2009-14365

Effective 2/9/09

2009- 117218

16.

AL104

ALLIANCE 20” EAST LINE

DENTON

TXPL01493.55

BNSF RAILWAY CO #09-37759

COWTOWN PIPELINE LP

3/25/2009

PERMIT

N/A

Exhibit A
Page 8 of 9

Agmt

File

Recorded

Recorded

Amended

Amendment

Item #

Line No.

Line Name

County

File No

Grantor

Original Grantee

Dated

Type

- Book

- Page

Document #

Dated

Recorded

17.

AL105D

ALLIANCE 12” GOLDEN ARBROOK

TARRANT

TXPL01396.55

CITY OF FORT WORTH

CHIEF RESOURCES ALLIANCE PIPELINE LLC

3/20/2006

PLROW

33346

18.

ALEL100A1

ALLIANCE DELIVERY POINT ELECTRIC LINE

TARRANT

TX4390900.55

BNSF RAILWAY CO #09-37863

COWTOWN PIPELINE LP

4/14/2009

PERMIT

N/A

19.

ALGL101A

ALLIANCE COMMERCE LOOP

DENTON

TXPL01405.55

JEANNE SHELTON

CHIEF RESOURCES ALLIANCE PIPELINE LLC

12/18/2007

PLROW

2007-14660

*	Insofar as, and only insofar as, the item covers tracts depicted in green on Schedule 1.2(e) Pipelines to the Purchase Agreement.
**	Insofar as, and only insofar as, the item covers a 20” natural gas gathering pipeline located within boundaries of the easement or permit.

Exhibit A
Page 9 of 9

SCHEDULE 3.20 Insurance.

	Insurance	Policy
Line of Coverage	Company	Number
[***]	Liberty Mutual Fire	[***]
[***]	Liberty Mutual Fire	[***]
[***]	Liberty Mutual Fire	[***]
[***]	Ironshore Specialty	[***]
[***]	AXIS Surplus	[***]
[***]	Chubb Custom	[***]
[***]	Fireman’s Fund	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

	Insurance	Policy
Line of Coverage	Company	Number
[***]	Liberty Mutual (30%) Zurich Amer. (30%) Nat’l Union (25%) ACE Amer. (15%)	[***]
[***]	Ironshore Specialty	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

SCHEDULE 3.23

Contracts and other agreements of the Borrower and its Relevant Subsidiaries available on “EDGAR” (the Electronic Data Gathering Analysis and Retrieval system of the SEC) at http://www.sec.gov/edgar.shtml.

SCHEDULE 6.01 Indebtedness.

				Bond
Bond Number	Issuing Carrier	Subsidiary	Principal	Amount
[***]	RLI Insurance Company	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	RLI Insurance Company	Quicksilver Resources, Inc.	Cowtown Gas Processing Partners, L.P.	$	[***]
[***]	RLI Insurance Company	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	RLI Insurance Company	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	Argonaut Insurance Co.	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	Argonaut Insurance Co.	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	Argonaut Insurance Co.	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	Argonaut Insurance Co.	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	Argonaut Insurance Co.	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]
[***]	Argonaut Insurance Co.	Quicksilver Resources, Inc.	Cowtown Pipeline Partners, L.P.	$	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

SCHEDULE 6.02(a) Liens.

None.

SCHEDULE 6.04(g) Investments.

None.

SCHEDULE 6.07(b)(iv) Transactions with Affiliates.

None.

EX-10.16

Exhibit 10.16

Execution Version

SECOND AMENDMENT TO
SIXTH AMENDED AND RESTATED
GAS GATHERING AND PROCESSING AGREEMENT

     This Second Amendment (this “Amendment”) to the Sixth Amended and Restated Gas Gathering and Processing Agreement dated as of October 1, 2010, by and among Quicksilver Resources Inc. (“Producer”), Cowtown Pipeline Partners L.P. (“Gatherer”) and Cowtown Gas Processing Partners L.P. (“Processor”).

     WHEREAS, Producer, Gatherer and Processor are parties to the Sixth Amended and Restated Gas Gathering and Processing Agreement, dated as of September 1, 2008, as amended by the First Amendment and Addendum dated as of January 1, 2009 (the “Cowtown Agreement”);

     WHEREAS, pursuant to the Purchase Agreement, (the “Purchase Agreement”) dated as of July 22, 2010, as amended, by and among Producer, Crestwood Holdings LLC (f/k/a First Reserve Crestwood Holdings LLC), Cowtown Pipeline L.P. and Cowtown Gas Processing L.P., Producer has agreed to transfer its indirect ownership interests in Gatherer and Processor to Crestwood Holdings LLC; and

     WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the parties hereto desire to enter into this Amendment in order to modify certain of the terms and conditions of the Cowtown Agreement as set forth below.

     NOW, THEREFORE, in consideration of the mutual premises and benefits contained herein, the adequacy, receipt and sufficiency of which are hereby acknowledged, the parties amend the Cowtown Agreement as follows:

     1. Article II is amended by deleting the last sentence of Section 2.4 and adding the following after the first sentence of Section 2.4:

“Processor shall operate the Plant in such manner as to extract and deliver at least 90% of the Ethane Component in each MMBtu of the Gas; provided that:

a.	Processor’s obligation to operate the Plant in the manner described in the foregoing sentence is subject to the Gas received at the inlet of the Plant having a daily average Btu content of not more than 1280.
b.	Processor and Producer shall maintain an account (the “Ethane Recovery Account”).

c.	Calculated on a daily basis, on such days as the percentage of Ethane extracted from the Gas (the “Ethane Recovery Efficiency”) is greater than 90%, Processor shall add to the amounts already existing in the Ethane Recovery Account the amount of revenues received from the sale of Plant Products that were recovered as a result of the Ethane Recovery Efficiency being greater than 90%, less the amount of revenues that would have been received for the MMBtu equivalent of Residue Gas that would have been delivered had the Ethane Recovery Efficiency been less than 90%.
d.	Calculated on a daily basis, on such days as the Ethane Recovery Efficiency is less than 90%, Processor shall subtract from the amounts already existing in the Ethane Recovery Account such amount of revenues as would have been received from the sale of Plant Products had the Ethane Recovery Efficiency been equal to 90%, less the amount of revenues received and attributable to the sale of Residue Gas with a Btu content higher than would have been had the Ethane Recovery Efficiency been greater than or equal to 90%.
e.	On each anniversary of the Effective Date and the date of termination of this Agreement (each an “Account Clearance Date”), if the amount in the Ethane Recovery Account on such Account Clearance Date is less than zero, Processor shall pay to Producer the amount of such deficiency within two business days of such Account Clearance Date. Following the completion of such payment, the amount existing in the Ethane Recovery Account shall be set to zero. For avoidance of doubt, on any Account Clearance Date, no party shall have an obligation to pay under this Section 2.4(e) if the amount in the Ethane Recovery Account on such Account Clearance Date is greater than zero.
f.	Upon written request from the Producer, such request to be made contemporaneously with the nominations made pursuant to Section 6.2 below, Processor shall reject Ethane contained in the Gas delivered at the Plant Delivery Point(s).

2.5 Processor agrees to deliver at the Residue Gas Delivery Point(s) to Producer or Producer’s nominee the Residue Gas as determined under the provisions of Section 10.2. ”

     2. Article XI is deleted in its entirety and replaced by the following:

2

“Producer shall take its Plant Products in-kind at the Plant Products Delivery Points upon the terms and subject to the conditions set forth in the Take-in-Kind Procedures attached hereto as Exhibit E.”

     3. Article XX is amended by replacing the words “August 10, 2017” with “December 31, 2020”.

     4. Exhibit E of this Amendment is attached as Exhibit E of the Cowtown Agreement.

     Except as amended by this Amendment, which shall be effective as of the date hereof, the terms and provisions of the Cowtown Agreement are and shall remain in full force and effect.

[Signature page follows.]

3

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Name:	Glenn Darden
	Title:	President & Chief Executive Officer
COWTOWN PIPELINE PARTNERS L.P.
By:	Quicksilver Gas Services Operating
	GP LLC, its general partner
By:	Quicksilver Gas Services Operating
	LLC, its sole member
By:	Quicksilver Gas Services LP, its
	sole member
By:	Quicksilver Gas Services GP LLC,
	its general partner
By:	/s/ Robert G. Phillips
	Name:	Robert G. Phillips
	Title:	President

[Signature page to Cowtown GGPA Amendment]

EXHIBIT E

TAKE-IN-KIND PROCEDURES

     These TAKE-IN-KIND PROCEDURES (the “TIK Procedures”) are attached to the Gas Gathering and Processing Agreement dated as of September 1, 2008 (the “Agreement”), by and among Quicksilver Resources Inc., Cowtown Gas Processing Partners L.P., and Cowtown Pipeline Partners L.P. Capitalized terms not expressly defined herein shall have the meaning given such term in the Agreements.

     Producer shall take its Plant Products in-kind at the Plant Products Delivery Points subject to the following terms and conditions:

     1. Designation of Volumes at Delivery Points. Producer shall designate the volume to be delivered at each Plant Products Delivery Point.

     2. Producer Responsible for Transportation Arrangements. Producer shall be responsible for making its own arrangements with the transporters accepting delivery at the Plant Products Delivery Points for the receipt, transportation and fractionation of such Plant Products. Control and possession of Producer’s Plant Products shall pass to Producer when delivered at the Plant Products Delivery Points, and the indemnification provided by Producer to Processor and Gatherer pursuant to Section 17.2 of the Agreement shall be applicable at such time as the Plant Products pass through the Plant Products Delivery Points.

     3. Balancing Accounting. Processor will maintain an “over/under” account to reflect any imbalances as between the parties. Processor shall provide Producer with a statement each Month setting forth the amounts of any imbalances for “over-delivered” or “under-delivered” quantities during the preceding Month.

     4. Balancing of Deliveries. Producer and Processor recognize Processor’s inability to redeliver Plant Products to Producer which exactly match the composition and quantities of the Plant Products allocable to Producer’s Gas. In-kind quantities of Plant Products due to Producer shall be delivered in, and as part of, the commingled stream of all plant products produced or extracted at the Plant. Processor and Producer shall make a good faith effort to keep the nominated and delivered quantities as much in balance as possible by making delivery adjustments from time to time.

     5. Producer Responsible for Payments. Producer shall account to and pay all interest owners for all royalties, overriding royalties, bonus payments, production payments and other payments due on Plant Products taken in-kind by Producer, and the indemnification provided by Producer to Gatherer and

Processor in Section 14.4 of the Agreement shall be applicable to and include any such payments due with respect to same.

     6. Assignment. The TIK procedures set forth herein may not be severed and assigned in part or separately from the Gas and the Contract Area.

EX-10.18

Exhibit 10.18

Execution Version

AMENDMENT TO
GAS GATHERING AGREEMENT

     This Amendment (this “Amendment”) to the Gas Gathering Agreement dated as of October 1, 2010, by and between Quicksilver Resources Inc. (“Producer”) and Cowtown Pipeline Partners L.P. (“Gatherer”).

     WHEREAS, Producer and Gatherer, as the assignee of Cowtown Pipeline L.P., are parties to the Gas Gathering Agreement (the “Alliance Agreement”) dated as of December 1, 2009;

     WHEREAS, pursuant to the Purchase Agreement (the “Purchase Agreement”) dated as of July 22, 2010, as amended, by and among Producer, Crestwood Holdings LLC (f/k/a First Reserve Crestwood Holdings LLC), Cowtown Pipeline L.P. and Cowtown Gas Processing L.P., Producer has agreed to transfer its indirect ownership interests in Gatherer to Crestwood Holdings LLC; and

     WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the parties hereto desire to enter into this Amendment in order to modify certain of the terms and conditions of the Alliance Agreement as set forth below.

     NOW, THEREFORE, in consideration of the mutual premises and benefits contained herein, the adequacy, receipt and sufficiency of which are hereby acknowledged, the parties amend the Alliance Agreement as follows:

     1. Section 1 of the Alliance Agreement is amended to delete the following definitions in their entirety:

b. “Actual Quarterly Volumes” means for any calendar quarter during the primary term of this Agreement the sum of (a) the actual volumes (measured in Mcf) of Producer’s Gas received by Gatherer and metered at any Receipt Points during such calendar quarter, (b) the actual volumes (measured in Mcf) of Gas received by Gatherer from Eni and metered at any Receipt Points during such calendar quarter pursuant to the Eni GGA, and (c) the actual volumes (measured in Mcf) of Gas received by Gatherer from third parties (other than Eni) and metered at any Receipt Points during such calendar quarter; provided, however, that third party volumes that are included in the calculation pursuant to this clause (c) shall never exceed the excess, if any, of (i) Producer’s Quarterly Modeled Volumes measured in Mcf) for such calendar quarter over (ii) the sum of the volumes that are included in the calculation pursuant to clauses (a) and (b) of this definition for such calendar quarter.

s. “Gross Quarterly Revenue” means for any calendar quarter during the primary term of this Agreement the product of (i) the Actual Quarterly Volumes for such calendar quarter and (ii) a rate equal to $0.55 per Mcf (as such rate is escalated during the primary term of this Agreement in accordance with Section 11.2).

cc. “Producer’s Quarterly Modeled Revenue” means for any calendar quarter during the primary term of this Agreement the product of (i) the Producer’s Quarterly Modeled Volumes for such calendar quarter and (ii) a rate equal to $0.45 per Mcf (as such rate is escalated during the primary term of this Agreement in accordance with Section 11.2).

dd. “Producer’s Quarterly Modeled Volumes” means for any calendar quarter during the primary term of this Agreement the volume (measured in Mcf) for such calendar quarter set forth under the column entitled “Producer’s Quarterly Modeled Volumes” in Annex 1 hereto.

hh. “Quarterly Revenue Minimum” means for any calendar quarter during the primary term of this Agreement the product of (i) the Actual Quarterly Volumes for such calendar quarter and (ii) a rate equal to $0.40 per Mcf (as such rate is escalated during the primary term of this Agreement in accordance with Section 11.2).

     2. Section 7.1 is amended by adding the words “as more particularly described in Exhibit C attached hereto” immediately after the words “dehydration and treating services at its existing treating facility” and by removing Section 7.1(ii)(c)(iv) in its entirety.

     3. Section 11.1 is deleted in its entirety and replaced by the following:

“ 11.1 Producer shall pay to Gatherer fifty-five cents ($0.55) per MCF of Producer’s Gas received by Gatherer and metered at the Receipt Points, subject to adjustment as provided in Section 11.2 (such rate, as so adjusted, the “Gathering Fee”).”

     4. Paragraph 18 is amended by replacing the words “for a primary term of ten (10) years” with “until December 31, 2020”.

     5. Exhibit C attached hereto is added as Exhibit C of the Alliance Agreement.

     6. Annex 1 of the Alliance Agreement is deleted in its entirety.

     Except as amended by this Amendment, which shall be effective as of the date hereof, the terms and provisions of the Alliance Agreement are and shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Name:	Glenn Darden
	Title:	President & Chief Executive Officer
COWTOWN PIPELINE PARTNERS L.P.
By:	Quicksilver Gas Services Operating GP LLC, its general partner
By:	Quicksilver Gas Services Operating LLC, its sole member
By:	Quicksilver Gas Services LP, its sole member
By:	Quicksilver Gas Services GP LLC, its general partner
By:	/s/ Robert G. Phillips
	Name:	Robert G. Phillips
	Title:	President

[Signature page to Alliance GGA Amendment]

EXHIBIT C

     This Exhibit C is attached to the Gas Gathering Agreement (the “Agreement”) dated as of December 1, 2009, by and between Quicksilver Resources Inc., as Producer, and Cowtown Pipeline Partners, L.P., as Gatherer, and made a part thereof for all purposes. All defined terms used herein shall have the same meaning as set forth in the Agreement.

Dehydration and CO² Treating Services

The dehydration and CO² treating services contemplate receiving the Gas at the inlet flange of the applicable dehydration and/or CO² treating facilities with the following specifications:

     CO² of less than 3.5% by volume;

and delivering the Gas at the outlet flange of the applicable dehydration and/or CO² treating facilities with the following specifications:

CO² of less than 2.0% by volume, and
Not more than 7 pounds of water vapor per MMcf.

EX-10.20

Exhibit 10.20

Execution Version

JOINT OPERATING AGREEMENT

     This JOINT OPERATING AGREEMENT (this “Agreement”) dated October 1, 2010, but effective as of July 1, 2010, between Quicksilver Resources Inc., a Delaware corporation (“KWK”), Quicksilver Gas Services LP, a Delaware limited partnership (“KGS LP”), and Quicksilver Gas Services GP LLC, a Delaware limited liability company and the general partner of KGS LP (“KGS GP” and, together with KGS LP, “KGS”). KWK and KGS may sometimes be referred to individually as a “Party” and collectively as the “Parties.”

     WHEREAS, pursuant to that certain Purchase Agreement (the “Purchase Agreement”) dated as of July 22, 2010, among First Reserve Crestwood Holdings LLC, a Delaware limited liability company (“Buyer”), KWK and certain subsidiaries of KWK (the “Selling Subsidiaries”), Buyer agreed to purchase the Holdings LLC Interests (as defined in the Purchase Agreement) from the Selling Subsidiaries and the KGS Note (as defined in the Purchase Agreement) from KWK, and KWK agreed to sell the KGS Note, and to cause the Selling Subsidiaries to sell the Holdings LLC Interests, to Buyer. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement; and

     WHEREAS, in connection with the Closing under the Purchase Agreement, the Parties desire to enter into this Agreement to provide the terms and conditions pursuant to which the construction, operation, management and maintenance of certain interests and assets owned by each of KWK and KGS in certain contract areas will be jointly conducted.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements made herein, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1
Definitions

     Section 1.01. Definitions. As used herein, the following terms have the following meanings:

     “Alliance Gas Gathering Agreement” means the Gas Gathering Agreement dated as of December 1, 2009 between Cowtown Pipeline Partners L.P., as the assignee of Cowtown Pipeline L.P., and KWK (as amended or amended and restated from time to time).

     “Alliance Gas Pipelines and Related Facilities” means the Pipelines and Related Facilities associated with the Alliance Area Gathering System located in Tarrant and Denton Counties, Texas.

     “Approved Projects” means Pipelines and Related Facilities projects agreed upon by the Parties.

     “Capex Budget” means the annual budget for capital expenditures relating to Approved Projects.

     “Contract Area” means, collectively, the Contract Areas covered by all of the Gas Agreements.

     “Contract Labor” means any third party contractor utilized to perform operating, maintenance or repair activities on Quicksilver-owned Pipelines and Related Facilities.

     “Cowtown Gas Processing Agreement” means the Sixth Amended and Restated Gas Gathering and Processing Agreement dated as of September 1, 2008, between KWK, Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. (as amended or amended and restated from time to time).

     “FTE” or “Full Time Equivalent” means any hourly or salaried KGS employee.

     “Fully burdened rate” means the rate at which KGS employees’ labor will be billed to Quicksilver. It includes base salary, 410k contribution, equity-based compensation, employee benefits, health insurance, unemployment taxes, FICA, overtime, deferred compensation, long term care insurance, accrued bonus, company vehicle insurance, vehicle lease expense, vehicle repair and maintenance expense.

     “Gas Agreement” means each of the Alliance Gas Gathering Agreement, Lake Arlington Gas Gathering Agreement and Cowtown Gas Processing Agreement.

     “Lake Arlington Gas Gathering Agreement” means the Amended and Restated Gas Gathering Agreement dated as of September 1, 2008, between Cowtown Pipeline Partners L.P., as the assignee of Cowtown Pipeline L.P., and KWK (as amended or amended and restated from time to time).

     “Lake Arlington Pipelines and Related Facilities” means the Pipelines and Related Facilities associated with the Lake Arlington Gathering System located in Tarrant County, Texas.

     “Pipelines and Related Facilities” shall mean all natural gas, natural gas liquids, water, gas lift and other pipelines including all meters, separators, dehydrators, treating or processing plants, compressors, cathodic protection,

2

rectifiers, drip stations, pig launchers and receivers required to be constructed, installed, operated and maintained by KGS or KWK pursuant to their individual or joint obligations under the Gas Agreement(s).

     “RRC” means the Railroad Commission of Texas.

     “Support Services” means those KGS functional groups that will periodically perform work on behalf and for the sole benefit of KWK-owned assets. These services include Health, Safety and Environmental (HSE), Purchasing and Supply Chain Management, Instrumentation and Electrical Technicians and Management.

     (a) Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
AFE	2.04(a)
Agreement	Preamble
Buyer	Recitals
Damages	7.02(a)
Indemnified Party	7.02(a)
Indemnifying Party	7.02(a)
KGS	Preamble
KSP GP	Preamble
KGS LP	Preamble
KGS Pipeline	2.02(a)
KWK	Preamble
KWK Pipeline	2.02(a)
Parties	Preamble
Pipeline Contractor	2.03(a)
Pipelines	2.02(a)
Purchase Agreement	Recitals
ROW Acquisition	2.02(a)
RTUs	3.01(b)
Selling Subsidiaries	Recitals
Third-Party Gas Agreement	3.01

     Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined

3

therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed to include any such law or statute as amended from time to time, any rules and regulations promulgated thereunder and any and all Applicable Law.

ARTICLE 2
Future Pipelines and Related Facilities Build-out and Development

     Section 2.01. General. In an effort to optimize the resources of the Parties, to ensure timely completion of the Approved Projects and to provide for the most efficient ongoing operation, management and maintenance of existing and future Pipelines and Related Facilities required under each of the Gas Agreements, KWK and KGS agree to cooperate and jointly develop the Pipelines and Related Facilities in the manner set forth in this Article 2. The Parties shall jointly cooperate each year and from time to time as required to prepare, discuss and approve the Capex Budget with respect to the KGS Pipeline; provided that the initial Capex Budget with respect to the KGS Pipeline shall be the capital expenditure budget set forth in Section 5.01(b) of the Seller Disclosure Schedules. KWK shall submit to KGS each year the Capex Budget with respect to the KWK Pipelines. The Capex Budget shall identify in sufficient detail all projects and estimated costs for the ensuing year with respect to the Pipelines and Related Facilities covered by the relevant Capex Budget.

     Section 2.02. ROW Acquisition. KWK shall direct and manage the land brokers and personnel necessary for procuring the permits, approvals and Right-of-Way (the “ROW Acquisition”) necessary for the construction and operation of the KGS gas gathering utility pipeline (including related appurtenances and facilities) (the “KGS Pipeline”) and the KWK gas lift and water lines (including related appurtenances and facilities) (the “KWK Pipelines” and, together with the KGS Pipeline, the “Pipelines”), as applicable, as contemplated by the Capex Budget. To the extent the estimated cost of the ROW Acquisition for the KGS Pipeline materially exceeds the estimated cost of such ROW Acquisition pursuant to the applicable Capex Budget, KWK shall notify KGS of such event, as soon as reasonably feasible, providing an estimate of such revised costs; provided, however, that KWK shall have authority to settle all ROW Acquisition issues,

4

including costs and terms, subject to the approval of KGS (which approval shall not be unreasonably withheld or delayed).

     (a) The ROW Acquisition shall include applying for, and submitting information necessary to obtain, such permits, approvals and licenses required to construct and operate the Pipelines (including any construction permits as may be required by the RRC) as well as the acquisition of easements and any other Right-of-Way from the appropriate landowners in the name of KGS and KWK, as applicable, for the KGS Pipeline and the KWK Pipelines respectively.

     (b) Notwithstanding anything to the contrary herein, the Parties agree that if and to the extent KWK does not perform any of its obligations pursuant to this Section 2.02 with respect to the KGS Pipeline to the reasonable satisfaction of KGS, then, upon at least five (5) Business Days prior written notice, KGS shall have the right to perform (at KGS’s cost) such obligations with respect to the KGS Pipeline instead of KWK, it being understood that such right to substitute itself in the performance of KWK’s obligations shall be KGS’s sole remedy for any non-performance by KWK of its obligations pursuant to this Section 2.02 with respect to the KGS Pipeline, and KGS shall not have any other claim (for breach of contract or otherwise), whether in law or in equity, for any such non-performance.

     Section 2.03. Construction of Pipelines. KGS shall direct and manage all pipeline construction contractors and sub-contractors and all other Persons providing construction related services (each, a “Pipeline Contractor”) as are required for the construction and installation of the Pipelines in the same easement land area under each Party’s respective and separate Right-of-Way. The Pipelines shall be installed by such Pipeline Contractors (or, if KGS constructs or installs such Pipeline itself, KGS) in such a manner (including with all such cathodic protection) as is consistent with accepted industry standards. The Parties shall mutually agree upon the number of days for the estimated completion of the Pipelines or any segment thereof. For the avoidance of doubt, KGS will contract with such Pipeline Contractors for the construction and installation of both Parties’ Pipelines and Related Facilities in accordance with the Capex Budget. To the extent the estimated cost of the construction or installation of the KWK Pipelines materially exceeds the estimated cost of the construction or installation of such Pipelines pursuant to the applicable Capex Budget, KGS shall notify KWK of such event, as soon as feasible, providing an estimate of such revised costs; provided, however, that KGS shall have authority to settle all issues relating to the construction and installation of the Pipelines, including costs and terms, subject to the approval of KWK (which approval shall not be unreasonably withheld or delayed).

     (a) KGS shall notify KWK at least five (5) Business Days prior to the commencement of the construction of any segment of the Pipelines by any Pipeline Contractor. KGS and KWK shall hold regularly scheduled weekly meetings to discuss and report on the status of, and any progress with respect to,

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(i) applications for required permits, approvals and licenses, (ii) the construction and installation of the Pipelines as well as related equipment laid or installed, as applicable, and (iii) testing, inspection and flowing of gas. KWK’s designated personnel shall have, for the purposes of inspecting and reviewing, reasonable access to any of the activities conducted hereunder and any documentation relating thereto.

     (b) Notwithstanding anything to the contrary herein, the Parties agree that if and to the extent KGS does not perform any of its obligations pursuant to this Section 2.03 with respect to the KWK Pipeline to the reasonable satisfaction of KWK, then, upon at least five (5) Business Days prior written notice, KWK shall have the right to perform (at KWK’s cost) such obligations with respect to the KWK Pipeline instead of KGS, it being understood that such right to substitute itself in the performance of KGS’s obligations shall be KWK’s sole remedy for any non-performance by KGS of its obligations pursuant to this Section 2.03 with respect to the KWK Pipeline, and KWK shall not have any other claim (for breach of contract or otherwise), whether in law or in equity, for any such non-performance.

     Section 2.04. Costs. For all Approved Projects, KWK shall prepare and submit to KGS authorizations for expenditure (“AFEs”) for the estimated acquisition costs and capital expenditure for the ROW Acquisition to the extent attributable to the KGS Pipeline. KGS shall pay to KWK, by wire transfer in immediately available funds within five (5) Business Days of receipt of the relevant AFE, the acquisition costs and capital expenditure incurred by KWK that are attributable to the KGS Pipeline.

     (a) For all Approved Projects, KGS shall prepare and submit to KWK AFEs for the estimated acquisition costs and capital expenditure for the construction and installation of the KWK Pipelines. KWK shall pay to KGS, by wire transfer in immediately available funds within five (5) Business Days of receipt of the relevant AFE, the acquisition costs and capital expenditure incurred by KGS that are attributable to the KWK Pipelines. Notwithstanding anything to the contrary in this Agreement, to the extent KGS does not hire a third-party Pipeline Constructor for the construction or installation of the KWK Pipeline but constructs or installs such Pipeline itself or requests an Affiliate of KGS to construct or install such Pipeline, the Capital Budget and AFE with respect to such Pipeline shall only reflect the actual costs incurred, or estimated to be incurred, by KGS or such Affiliate in connection with the construction or installation of such Pipeline, and KWK shall not be required to pay to KGS any amounts in excess of such actual costs with respect to the construction or installation of such Pipeline (irrespective of whether such payment is made pursuant to this Section 2.04(b) or pursuant to Section 2.04(c)).

     (b) (i) To the extent the actual acquisition costs or capital expenditure for any acquisition activity or construction or installation activity, as the case may be, differs from the estimated acquisition costs or capital expenditure for such

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activity pursuant to the relevant AFE, the Parties shall true each other up for any such difference within 30 days after completion of the acquisition activity or construction or installation activity, as the case may be, in question. (ii) Each Party shall have the right, upon reasonable notice, and at all reasonable times during usual business hours, to audit, examine, inspect and make copies of the books and records of the other Party relating to AFEs submitted by the other Party and/or the corresponding acquisition activities or construction and installation activities, as the case may be; provided that such right may only be exercised with respect to any books and records relating to any AFE or the corresponding acquisition activities or construction or installation activities, as the case may be, during the two-year period immediately following the completion of the relevant activities. Such right may be exercised through any agent or employee of the Party conducting such audit, examination or inspection; provided such agent or employee has been reasonably approved by the other Party. The Party conducting such audit, examination or inspection shall bear all costs and expenses incurred in connection therewith. If any Party determines during the two-year period immediately following the completion of any acquisition activities or construction or installation activities, as the case may be (irrespective of whether such determination is made as a result of any audit, examination or inspection pursuant to this clause (ii) or otherwise), that the actual acquisition costs or capital expenditure for any acquisition activity or construction or installation activity, as the case may be, differs from the estimated acquisition costs or capital expenditure for such activity pursuant to the relevant AFE, then (x) the Party making such determination shall promptly notify the other Party thereof and (y) the Parties shall true each other up for any such difference within 30 days after the Party making such determination notifies the other Party thereof.

     (c) To the extent the Parties cannot agree, within the relevant 30-day period pursuant to Section 2.04(c), on the difference between the actual acquisition costs or capital expenditure for any acquisition activity or construction or installation activity, as the case may be, and the estimated acquisition costs or capital expenditure for such activity pursuant to the relevant AFE, the Parties shall settle such dispute in accordance with the dispute resolution mechanism pursuant to the applicable Gas Agreement, which dispute resolution mechanism shall apply mutatis mutandis (provided that the provisions of Sections 7.06 through 7.08 hereof shall apply to any lawsuit of the Parties arising out of or relating to any such dispute).

     Section 2.05. Sharing of Documentation. Promptly upon receipt thereof by KWK, all surveys, as-builts, permits, approvals, licenses, agreements relating to any Right-of-Way and other documentation relating to the ROW Acquisition shall be made available by KWK to KGS to the extent such documentation relates to the KGS Pipeline.

     (a) Promptly upon receipt thereof by KGS, all surveys, as-builts, permits, approvals, licenses, agreements relating to any Right-of-Way and other documentation relating to the construction or installation of the Pipelines shall be

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made available by KGS to KWK to the extent such documentation relates to the KWK Pipelines.

     Section 2.06. Compliance with Procedures. Each Party shall comply, and shall ensure that its agents and contractors comply, with the other Party’s posted safety procedures when entering or performing any work in such other Party’s premises.

     Section 2.07 Limitation on Liability. EXCEPT TO THE EXTENT SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF THE SERVICES PROVIDED BY SUCH PARTY HEREIN, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

ARTICLE 3
SCADA Data; IT; Emergency Phone Numbers; Insurance

     Section 3.01. Collection, Management and Sharing of SCADA Data and Infrastructure. KWK will collect, control and manage the SCADA data with respect to the Pipelines and shall have open access to all infrastructure, including communication towers, that supports the collection, control and management of the SCADA data (it being understood that ownership to any SCADA meter or other SCADA infrastructure shall remain unaffected by the foregoing). KGS shall reimburse KWK for fifty percent (50%) of any costs and expenses incurred by KWK or its Affiliates in connection with the operation and maintenance of the SCADA system and infrastructure, provided that with respect to labor charges such fifty percent (50%) allocation shall be applied to the following rates : (i) one hundred percent (100%) of the fully burdened rate of one (1) SCADA administrator; (ii) twenty percent (20%) of the fully burdened rate of one (1) SCADA manager; (iii) twenty percent (20%) of the fully burdened rate of one (1) network administrator, and (iv) forty percent (40%) of the fully burdened rate of one (1) telecom administrator. KWK shall make available to KGS the SCADA data relating to each Gas Agreement, as well as SCADA data relating to each currently existing gas gathering agreement and gas processing agreement between KGS and a third party (a “Third-Party Gas Agreement”), at no additional cost to KGS, until such Gas Agreement or Third-Party Gas Agreement”), as applicable, terminates or is terminated in accordance with its terms. The Parties will negotiate in good faith as to the allocation of costs for future additional third-party meters.

     (a) KGS shall perform the installation and maintenance of the SCADA meters with respect to the Pipelines, and KWK shall perform the installation and

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maintenance of the Remote Telemetry Units (“RTUs”) with respect to the Pipelines (it being understood that ownership to any SCADA meter or other SCADA infrastructure shall remain unaffected by the foregoing). Notwithstanding the foregoing, KWK shall direct, specify and coordinate the materials and configuration standards required to support the maintenance and operation of the SCADA network system.

     (b) Each Party may request that new SCADA meters or RTUs be installed at the requesting Party’s cost. In such case, the Parties shall agree on who shall have ownership to any such new SCADA meter or RTU; provided that if the Parties cannot agree on who shall have such ownership, the Party requesting such installation and paying for the new SCADA meter or RTU, as the case be, shall have ownership to such new SCADA meter or RTU, but shall provide access to such meter or RTU on commercially agreeable terms to the other Party. Each new SCADA meter and RTU shall be connected to the SCADA system.

     Section 3.02. Maintenance of Insurance. Each Party agrees to purchase and maintain customary insurance coverage (consistent with accepted industry standards) for the Pipelines and Related Facilities owned by such Party.

     Section 3.03. IT; Software; Licenses; Communications. The software, licenses and communications network set forth on Schedule I, attached hereto, shall be accessed and used by both Parties subject to the terms hereof. KWK will not be liable, and KGS shall be responsible and liable for any costs and any additional terms or obligations, which may include approvals for transfer or the purchase of licenses, software, or equipment, that may be required by a vendor or licensor arising out of the access and use of the items scheduled on Schedule I.

     Section 3.04. Emergency Phone Numbers. The Parties agree that KWK shall retain all emergency phone numbers in effect on the date hereof, regardless of whether such numbers were previously held in the name of KWK, KGS or any of their respective Affiliates.

ARTICLE 4
Alliance Area Pipelines and Related Facilities

     Section 4.01. General. In an effort to operate the aforementioned pipeline system in the most efficient and cost-effective manner, KWK agrees to allow KGS to operate these assets on their behalf. KGS will operate and manage the assets and KWK shall compensate KGS, all as further described in this Article 4 and in Schedule II attached hereto.

     Section 4.02. Labor.

     (a) Fifty percent (50%) of the fully burdened rate of one (1) pipeline operator will be included in the monthly operating charge.

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     (b) Thirty six percent (36%) of the fully burdened rate of one (1) pipeline administrator will be included in the monthly operating charge. This figure is calculated based on historical One-Call data for the Contract Area.

     (c) Twelve and one half percent (12.5%) of the fully burdened rate of one (1) pipeline supervisor will be included in the monthly operating charge. This figure is calculated based on fifty percent (50%) of this individual’s time being equally spent on the four (4) operating areas within the Contract Area.

     (d) Twenty five percent (25%) of the fully burdened rate of one (1) mechanic will be included in the monthly operating charge. This figure includes all Support Services as defined in Section 1.01. The intent of this calculation is to simplify accounting of each individual’s time within the Support Services category. This simplification allows for the timely execution and completion of the services.

     (e) Measurement technicians, Gas Analysts and Measurement Supervision, will be charged in accordance with the provisions of Section 6.02.

     (f) Any Contract Labor performed on the pipelines or related facilities will be sourced by KGS, coded in accordance with the KWK well coding system and billed directly to KWK.

     Section 4.03. Materials.

     (a) All material goods necessary to the safe and efficient operation of the pipelines and related facilities will be sourced by KGS employees, received onsite, coded in accordance with KWK’s well coding system and direct billed to KWK by the suppliers.

     (b) Pipeline chemicals, maintenance activities, safety and environmental charges will be billed to KWK at fifty percent (50%) of the total invoiced amount when such activity occurs in rights of way containing lines owned by both parties.

     (c) Pipeline pipe, valves and fittings will be sourced by KGS employees, received onsite, coded in accordance with KWK’s well coding system and direct billed to KWK by the suppliers.

     (d) Utility charges for cathodic protection at the Cozart Meter Site will be paid one hundred percent (100%) directly by KWK. Utility charges incurred at the other two (2) meter locations will be paid directly by KGS.

ARTICLE 5
Lake Arlington Area Pipelines and Related Facilities

     Section 5.01. General. In an effort to operate the aforementioned pipeline system in the most efficient and cost-effective manner, KWK agrees to allow

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KGS to operate these assets on their behalf. KGS will operate and manage the assets and KWK shall compensate KGS, all as further described in this Article 5 and in Schedule II attached hereto.

     Section 5.02. Labor.

     (a) Fifty percent (50%) of the fully burdened rate of one (1) pipeline operator will be included in the monthly operating charge.

     (b) Three percent (3%) of the fully burdened rate of one (1) pipeline administrator will be included in the monthly operating charge. This figure is calculated based on historical One-Call data for the Contract Area.

     (c) Twelve and one half percent (12.5%) of the fully burdened rate of one (1) pipeline supervisor will be included in the monthly operating charge. This figure is calculated based on fifty percent (50%) of this individual’s time being equally spent on the four (4) operating areas within the Contract Area.

     (d) Twenty five percent (25%) of the fully burdened rate of one (1) mechanic will be included in the monthly operating charge. This figure includes all Support Services as defined in Section 1.01. The intent of this calculation is to simplify accounting of each individual’s time within the Support Services category.

     (e) Measurement technicians, Gas Analysts and Measurement Supervision will be charged in accordance with the provisions of Section 6.02.

     (f) Any Contract Labor performed on the pipelines or related facilities will be sourced by KGS, coded in accordance with KWK’s well coding system and billed directly to KWK.

     Section 5.03. Materials.

     (a) All material goods necessary to the safe and efficient operation of the pipelines and related facilities will be sourced by KGS employees, received onsite, coded in accordance with KWK’s well coding system and direct billed to KWK by the suppliers.

     (b) Pipeline chemicals, maintenance activities, safety and environmental charges will be billed to KWK at fifty percent (50%) of the total invoiced amount when such activity occurs in rights of way containing lines owned by both parties.

     (c) Pipeline pipe, valves and fittings will be sourced by KGS employees, received onsite, coded as per KWK’s well coding system and direct billed to KWK by the suppliers.

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ARTICLE 6
Measurement

     Section 6.01. General. In an effort to maintain the accuracy of all measurement points and reporting within the Contract Area, KWK agrees to allow KGS to perform these measurement activities. KGS will operate and maintain the measurement assets and KWK shall compensate KGS, all as further described in this Article 6 and in Schedule II attached hereto.

     Section 6.02. Labor.

     (a) Sixty one percent (61%) of all measurement technicians employed on October 1, 2010 will be billed at their fully burdened rate on a monthly basis. This figure is calculated based on the physical meter count between KGS and KWK in the Contract Area.

     (b) Sixty one percent (61%) of all measurement supervisors employed on October 1, 2010 will be billed at their fully burdened rate on a monthly basis. This figure is calculated based on the historical allocation of company labor associated with the physical meter count between KGS and KWK in the Contract Area.

     (c) Sixty one percent (61%) of the fully burdened rate of one (1) gas analyst will be billed on a monthly basis. This figure is calculated based on the historical allocation of company labor associated with the physical meter count between KGS and KWK in the Contract Area.

     (d) Any Contract Labor utilized in conjunction with measurement activities, including but not limited to gas sampling and analysis, will be direct billed to KWK at sixty one (61%) of the total amount invoiced.

     Section 6.03. Materials. All material goods necessary to the safe and efficient operation of KWK’s measurement system will be sourced by KGS employees, received onsite, coded in accordance with KWK’s well coding system and direct billed to KWK.

     Section 6.04. Quarterly Adjustments. In an effort to maintain an equitable split of the charges associated with Measurement, both parties agree to meet quarterly in order to verify and readjust, if necessary, the allocation of charges outlined in Article 6.

ARTICLE 7
Miscellaneous

     Section 7.01. Performance Standard; Further Assurances. Each Party shall perform its obligations under this Agreement in accordance with accepted industry standards.

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     (a) Subject to the terms and conditions of this Agreement, the Parties will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to carry out the provisions of this Agreement. Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to carry out expeditiously the provisions of this Agreement.

     Section 7.02. Indemnification; Claims. Each Party (the “Indemnifying Party”) shall indemnify and hold harmless the other Party and its Affiliates, shareholders, directors, officers, employees, agents, successors and permitted assigns (each, an “Indemnified Party”) from and against all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding (whether involving a third party claim or a claim solely between the Parties) but excluding any incidental, indirect or consequential damages, losses, liabilities or expenses, and lost profits except to the extent any incidental, indirect or consequential damage, loss, liability or expense, or lost profit is claimed by a third party) (“Damages”) incurred or suffered by such Indemnified Party that arises out of or relates to (i) any Pipeline owned by the Indemnifying Party or the Indemnifying Party’s operation thereof or (ii) any act or omission that constitutes gross negligence or willful misconduct by the Indemnifying Party in connection with the performance of its obligations under this Agreement (other than the obligations pursuant to Section 2.02 or Section 2.03, as the case may be, the remedies for breaches of which are governed by Section 2.02(c) and Section 2.03(c), respectively). Notwithstanding the foregoing, no Party shall have any indemnification obligation pursuant to this Section 7.02(a) for any claim by the other Party to the extent such claim results from or arises out of the gross negligence or willful misconduct of the other Party.

     (a) The provisions of Sections 12.03 and 12.04 of the Purchase Agreement regarding third-party claim procedures and direct claim procedures shall apply mutatis mutandis to any claim for indemnification pursuant to Section 7.02(a) hereof.

     (b) The provisions of this Section 7.02 shall survive the termination of any Gas Agreement or any provision of this Agreement.

     Section 7.03. Notices. All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile transmission) and shall be given,

     if to KGS, to:

Quicksilver Gas Services GP LLC
717 Texas Avenue, Suite 3150
Houston, Texas 77002

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Attention: Robert G. Phillips
Facsimile No.: 832-519-2250

     if to KWK, to:

Quicksilver Resources Inc.
806 Cherry Street
Suite 3700, Unit 19
Fort Worth, TX 76102
Facsimile No.: 817-665-5021

or such other address or facsimile number as such Party may hereafter specify in writing for the purpose by notice to the other Parties. All such notices, requests and other communications shall be deemed duly given when delivered personally (including by courier or overnight courier with confirmation), via facsimile (with confirmation) or delivered by an overnight courier (with confirmation), if, in any such case, confirmation is obtained prior to 5 p.m. in the place of receipt and such day is a Business Day. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day.

     Section 7.04. Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective.

     (a) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

     Section 7.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party; provided, however, that notwithstanding the foregoing, each Party may assign all or any portion of this Agreement to any subsidiary or Affiliate of such Party provided that no such assignment by such Party shall in any way affect such Party’s obligations or liabilities under this Agreement.

     Section 7.06. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas, without regard to the conflicts of law rules thereof.

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     Section 7.07. Jurisdiction. The Parties agree and consent that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be subject to the exclusive jurisdiction of any federal or state court located in Tarrant County, Texas (and, in each case, of the appropriate appellate courts therefrom), and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 7.03 shall be deemed effective service of process on such Party.

     Section 7.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 7.09. Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and permitted assigns.

     Section 7.10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of this Agreement.

     Section 7.11. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an

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acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Name:	Glenn Darden
	Title:	President and Chief Executive Officer
QUICKSILVER GAS SERVICES LP
By:	Quicksilver Gas Services GP LLC, its general partner

By:	/s/ Robert G. Phillips
	Name:	Robert G. Phillips
	Title:	President
QUICKSILVER GAS SERVICES GP LLC
By:	/s/ Robert G. Phillips
	Name:	Robert G. Phillips
	Title:	President

[Signature page to Joint Operating Agreement]

Schedule I
IT, Software, License, Communication

(Attached)

KGS IT Provided by Quicksilver Resources Inc. as part of the Joint Operating Agreement

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

Schedule II
Operating Costs

		LAKE
	ALLIANCE	ARLINGTON	COMMENTS
LABOR
Mechanic	0 FTE	0 FTE
Pipeline Operator	50.0% x 1 FTE	50.0% x 1 FTE	1 P/L Operator is evenly split between Lake Arlington & Alliance
Pipeline Administration	36.0% x 1 FTE	3.0% x 1 FTE	50% total of 1 FTE Pipeline Administrator split based on historic One Call activity levels
Pipeline Supervision	12.5% x 1 FTE	12.5% x 1 FTE	50% total of 1 FTE Pipeline Supervisor; evenly split across the Contract Area
Plant Superintendent	0 FTE	0 FTE	25% total of 1 FTE Plant Superintendent to cover AH
Support Services	25% x 1 FTE	25% x 1 FTE	Includes HSE, Purchasing, I&E Technicians and I&E Management; billed at 1 FTE Mechanic rate
Measurement Technician	(see measurement sec)	(see measurement sec)	(see measurement sec)
Gas Analyst	(see measurement sec)	(see measurement sec)	(see measurement sec)
Measurement Supervision	(see measurement sec)	(see measurement sec)	(see measurement sec)
Contract Labor	direct billed to KWK	direct billed to KWK	direct billed to KWK
MATERIALS
Plant Inlet Separation	N/A	N/A	N/A
Plant Gas Compression	N/A	N/A	N/A
Plant Repair & Overhaul	N/A	N/A	N/A
Plant Glycol Dehy	N/A	N/A	N/A
Plant Communications	N/A	N/A	N/A
Plant Pipe, Valves & Fittings	N/A	N/A	N/A
Plant Buildings &	N/A	N/A	N/A

		LAKE
	ALLIANCE	ARLINGTON	COMMENTS
LABOR
Grounds
Plant Utility System	N/A	N/A	N/A
Plant Safety & Environmental	N/A	N/A	N/A
Pipeline Chemicals	50.0% actual expenses	50.0% actual expenses	50.0% actual expenses
Pipeline Pipe, Valves & Fittings	as needed	as needed	as needed
Pipeline Maintenance Activities	50.0% actual expenses	50.0% actual expenses	50.0% actual expenses
Pipeline Safety & Environmental	50.0% actual expenses	50.0% actual expenses	50.0% actual expenses

EX-10.22

Exhibit 10.22

September 7, 2010

Mr. Mark G. Stockard
19911 Erika Way
Katy, Texas 77450

Dear Mark:

     As we have discussed, we are pleased to offer you a position with Crestwood Midstream Partners, LLC (Crestwood or the Company). As you know, Crestwood is in the process of acquiring all of the interests in Quicksilver Gas Services LP (NYSE:KGS) held by Quicksilver Resources Inc. We expect that the KGS Acquisition will occur on or about October 1, 2010. Subsequent to closing, Crestwood, and our partner First Reserve Corporation (FRC) will own 100% of the general partner of KGS and approximately 62.5% of the outstanding limited partner units of KGS through our holding company Crestwood Holdings Partners, LLC. In addition to continuing to acquire midstream assets through our partnership with FRC, the Crestwood executive team will become the executive management team for KGS with all the attendant duties and responsibilities regarding a publicly traded master limited partnership. We think your background and experience are particularly well suited for the dual executive responsibilities of Crestwood and KGS and our compensation arrangement with you will reflect performance expectations and incentive compensation opportunities from both entities. It is our strong belief that you will become an integral part of the Crestwood team and that you will benefit from your association with the Crestwood partners, employees and investors. This letter is intended to outline the terms of your employment should you accept.

1. Position: You will be Vice President — Treasurer and Investor Relations, devoting substantially all of your time to the handling of the treasury, cash management, debt compliance, business planning and budgeting and investor relations matters on behalf of Crestwood, its subsidiaries and affiliates including KGS. In this role, you will be expected to coordinate the relationships with all of Crestwood’s commercial banks and financial cash management institutions, supervise the in-house treasury and cash management functions, direct the Company’s annual budget and business plan process and manage the investor relations of KGS including the preparation and presentation of public materials and disclosures pursuant to SEC and NYSE rules and regulations as required. You will be an integral part of the Crestwood and KGS management team and will participate in all executive, operational and strategic decisions as a part of the Crestwood executive management team.

2.

Start Date: Should you accept this offer, your employment will commence as of October 1, 2010.

3.

Compensation: Your total compensation package shall include (i) annual base salary and annual bonus, (ii) annual KGS equity grant pursuant to KGS’ Second Amended and Restated 2007 Equity Plan (the KGS Equity Plan), (iii) a one-time KGS equity grant pursuant to the KGS Equity Plan, and (iv) a one-time Crestwood Incentive Unit grant representing a “profits interest” in Crestwood pursuant to the Amended and Restated Operating Agreement of Crestwood Midstream Partners II, LLC dated April 30, 2010 (the Crestwood/FRC Agreement). The annual base salary and bonus shall be determined at the sole discretion of the Crestwood Management Committee, of which Robert G. Phillips is a member, as defined in the Crestwood/FRC Agreement. The annual KGS equity grant shall be determined at the sole discretion of the Board of Directors of KGS. Your initial compensation arrangement with the Company shall be as follows:

a.	Annual Base Salary — shall be paid twice monthly in cash at an annualized rate of $220,000. Any adjustments in your base salary thereafter shall be at the discretion of the Crestwood Management Committee.
b.	Annual Bonus — shall be paid annually in cash up to a target bonus amount of 50% of your base salary. Your 2010 annual bonus shall be calculated on a pro-rata basis considering the effective date of your agreement. Your annual bonus shall be determined by the Crestwood Management Committee based upon your individual performance and the Company’s performance (including KGS) relative to approved financial and non-financial goals for the Company as set by the Crestwood Management Committee and/or the Board of Directors of KGS as applicable. Any adjustments in your annual target bonus shall be at the discretion of the Crestwood Management Committee pursuant to the Crestwood/FRC Agreement.
c.	Annual KGS Equity Grant — shall be issued annually in an amount equal to 45% of your base salary (provided, however, that you shall receive an initial Annual KGS Equity Grant, as of your effective date, equal to 125% of your 2010 target equity amount). It is contemplated that the initial equity grant under this provision shall be in the form of a Phantom Unit equity grant, as set forth in Section 8 of the KGS Equity Plan, and shall be subject to grantee’s acceptance of the terms included in a Phantom Unit Award Agreement. Any equity grant issued shall be pursuant to the terms and conditions of the KGS Equity Plan including a three-year vesting period and shall be at the sole discretion of the Crestwood Management Committee and/or the Board of Directors of KGS as applicable.
d.	One-time KGS Equity Grant — shall be issued at your effective date in the amount of $100,000 of KGS Restricted Units, with distribution rights, to

compensate you for the forfeiture of your current Buckeye Pipeline Partners LP equity grant of 2,600 restricted units with an approximate value of $164,000. Any Restricted Unit grant hereunder shall be pursuant to Section 7 of the KGS Equity Plan and shall be subject to grantee’s acceptance of the Restricted Unit Grant Award Agreement which shall include but not be limited to a three-year vesting period.

e.

One-time Crestwood Incentive Unit Grant — shall be issued at your effective date pursuant to the Crestwood/FRC Agreement in an amount equal to 20,000 Crestwood Incentive Units. The grant of Crestwood Incentive Units shall represent a “profits interest” in the Company and shall be made pursuant to and shall be conditioned upon grantee’s acceptance of an Equity Agreement which shall describe the terms and conditions of the grant including but not limited to vesting, repurchase rights, forfeiture and transfer obligations.

4.	Expenses: You will be entitled to reimbursement for such reasonable travel and other expenses incurred in the performance of your duties, provided such expenses are documented as required by federal tax laws and rules.
5.	Benefits: During your employment, you will be entitled to participate in Crestwood’s comprehensive benefit program which includes medical, dental, vision, disability, 401(k) and other benefit plans. A copy of our benefit summary is attached hereto. Additionally, you shall be entitled to up to 4 weeks per year time off for vacations and up 10 days per year for sick days and holidays.

     By signing this letter, you agree that this position is for no set term and that our employment relationship is strictly voluntary and at-will on both sides. This offer is further subject to your execution and delivery of the various equity grant or award agreements as described hereinabove.

     Please evidence your agreement with the foregoing by signing below and returning a copy to me at 717 Texas Avenue, Suite 3150, Houston, Texas 77002.

Sincerely,
CRESTWOOD MIDSTREAM PARTNERS, LLC
By:	/s/ Robert G. Phillips
	Robert G. Phillips
	President and CEO

ACKNOWLEDGED AND AGREED
THIS 17th DAY OF SEPTEMBER

/s/ Mark Stockard

MARK STOCKARD

EX-10.23

Exhibit 10.23

CRESTWOOD MIDSTREAM PARTNERS, LP
THIRD AMENDED AND RESTATED 2007 EQUITY PLAN

CRESTWOOD MIDSTREAM PARTNERS, LP
THIRD AMENDED AND RESTATED 2007 EQUITY PLAN

SECTION			PAGE
	1.	Purpose		1
	2.	Term		1
	3.	Definitions		1
	4.	Units Available Under Plan		6
	5.	Options		6
	6.	Appreciation Rights		7
	7.	Restricted Units		9
	8.	Phantom Units		10
	9.	Performance Units and Performance Bonuses		11
	10.	Awards to Eligible Directors		12
	11.	Transferability		13
	12.	Adjustments		13
	13.	Fractional Units		14
	14.	Withholding Taxes		14
	15.	Administration of the Plan		14
	16.	Amendments and Other Matters		15
	17.	Governing Law		16

CRESTWOOD MIDSTREAM PARTNERS, LP
THIRD AMENDED AND RESTATED 2007 EQUITY PLAN

     The Crestwood Midstream Partners, LP 2007 Equity Plan (the “Plan”) was adopted by Crestwood Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), effective as of July 24, 2007. The Partnership amended and restated the Plan effective as of November 4, 2009 and December 31, 2009, and again amends and restates the Plan effective as of November 10, 2010.

     1. Purpose. The Plan is intended to promote the interests of the Partnership by providing to employees, consultants, officers and directors of Crestwood Gas Services GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and its Affiliates incentive compensation awards based on Units. The Plan is also intended to supplement the compensation that these individuals receive from the General Partner and its Affiliates and to provide them incentives to promote the interests of the Partnership and its Affiliates.

     2. Term. The Plan will terminate on the earliest of (a) the date that the Plan is terminated in accordance with Section 16, (b) the date that Units are no longer available for Awards under the Plan, or (c) July 24, 2017. No further Awards will be made under the Plan on or after such date. Awards that are outstanding on the date the Plan terminates will remain in effect according to their terms and the provisions of the Plan.

     3. Definitions. The following terms, when used in the Plan with initial capital letters, will have the following meanings:

     (a) Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     (b) Appreciation Right means a right granted pursuant to Section 6.

     (c) Award means a grant of Appreciation Rights, Options, Phantom Units, Performance Units or a Performance Bonus, or the grant or sale of Restricted Units, and includes any tandem DERs granted with respect to a Phantom Unit or Performance Unit.

     (d) Board means the Board of Directors of the General Partner.

     (e) Change in Control means the occurrence of an event described in (i), (ii) or (iii) below:

     (i) The General Partner ceases to be controlled by the Company or one or more Affiliates of the Company and a majority of the Board of Directors of the General Partner thereafter ceases to be comprised of Incumbent Directors;

     (ii) The consummation of a reorganization, merger or consolidation of the Partnership or sale or other disposition of all or substantially all of the consolidated assets of the Partnership (a “Partnership Transaction”) immediately after which the voting power of the equity securities of the Partnership outstanding immediately prior to such Partnership Transaction do not continue to represent (either by remaining outstanding or by being converted into equity securities having voting power in the entity surviving, resulting from, or succeeding to all or substantially all of the Partnership’s consolidated assets as a result of such Partnership Transaction or any parent of such entity) at least 50% of the combined voting power of the then outstanding equity securities of (A) the entity surviving, resulting from, or succeeding to all or substantially all of the Partnership’s consolidated assets as a result of such Partnership Transaction or (B) any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns the Partnership or all or substantially all of the Partnership’s assets either directly or through one or more subsidiaries); or

     (iii) The occurrence of any of the following events while the General Partner is controlled by the Company or one or more Affiliates of the Company:

          (A) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting Securities of the Company; provided, however, that the following acquisitions will not constitute a Change in Control: (1) any acquisition of Voting Securities of the Company directly from the Company that is approved by a majority of the Incumbent Crestwood Directors; (2) any acquisition of the Voting Securities of the Company by the Company or an Affiliate of the Company; (3) any acquisition of Voting Securities of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate of the Company; or (4) any acquisition of Voting Securities of the Company by First Reserve Corporation, or any investment fund over which it maintains voting control, or Robert G. Phillips, or their respective successors, assigns, designees, heirs, beneficiaries, trusts, estates or controlled affiliates;

          (B) A majority of the Board of Directors of the General Partner ceases to be comprised of Incumbent Crestwood Directors;

          (C) The consummation of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the consolidated assets of the Company (each, a “Business Combination Transaction”) immediately after which the Voting Securities of the Company outstanding immediately prior to such Business Combination Transaction do not continue to represent (either by remaining outstanding or by being converted into equity securities having voting power in the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a

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result of such Business Combination Transaction or any parent of such entity) at least 50% of the combined voting power of the then outstanding equity securities having voting power in (1) the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of such Business Combination Transaction or (2) any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries; or

          (D) The General Partner, or one or more Affiliates of the Company, ceases to be the general partner of the Partnership.

     (f) Code means the Internal Revenue Code of 1986, as in effect from time to time.

     (g) Committee means the committee established by the Board pursuant to Section 15 to administer the Plan or, with respect to the administration of Section 10, the Board. If no committee has been established by the Board to administer the Plan pursuant to Section 15, “Committee” means the Board.

     (h) Company means Crestwood Holdings, LLC, a Delaware limited liability company.

     (i) Consultant means an individual, other than an Employee or Eligible Director, who performs services for the Partnership, the General Partner or an Affiliate of either of them.

     (j) Date of Grant means the date specified by the Committee on which an Award will become effective.

     (k) Deferral Period means the period of time during which Phantom Units are subject to deferral limitations.

     (l) DER means a contingent right, granted in tandem with a specific Phantom Unit or Performance Unit, to receive an amount in cash equal to, and at the same time as, the cash distributions made by the Partnership with respect to a Unit during the period such Phantom Unit or Performance Unit is outstanding.

     (m) Eligible Director means a member of the Board who is not an Employee.

     (n) Employee means an employee or officer of the General Partner or its Affiliates who performs services for the Partnership, the General Partner or an Affiliate of either of them.

     (o) Evidence of Award means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee which sets forth the terms and conditions of an Award. An Evidence of Award may be in any electronic

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medium, may be limited to a notation on the books and records of the Partnership and need not be signed by a representative of the Partnership or a Participant.

     (p) Exchange Act means the Securities Exchange Act of 1934, as amended.

     (q) Grant Price means the price per Unit at which an Appreciation Right is granted.

     (r) Incumbent Directors means the individuals who, as of October 1, 2010, are directors of the General Partner, and any individual becoming a director of the General Partner subsequent to such date whose election, nomination for election by the General Partner’s members, or appointment, was approved by a vote of a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the General Partner in which such person is named as a nominee for director, without objection to such nomination).

     (s) Incumbent Crestwood Directors means the individuals whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of a majority of the then Incumbent Crestwood Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination).

     (t) Management Objectives means the measurable performance objectives, if any, established by the Committee for a Performance Period that are to be achieved with respect to an Award. Management Objectives may be described in terms of company-wide objectives (i.e., the performance of the Partnership and all of its subsidiaries) or in terms of objectives that are related to the performance of the individual Participant or of the division, subsidiary, department, region or function within the Partnership or an Affiliate of the Partnership in which the Participant receiving the Award is employed or on which the Participant’s efforts have the most influence. The achievement of the Management Objectives established by the Committee for any Performance Period will be determined without regard to the effect on such Management Objectives of any acquisition or disposition by the Partnership of a trade or business, or of substantially all of the assets of a trade or business, during the Performance Period and without regard to any change in accounting standards by the Financial Accounting Standards Board or any successor entity.

     If the Committee determines that, as a result of a change in the business, operations, corporate structure or capital structure of the Partnership (other than an acquisition or disposition described in the first paragraph of this Section 3(v)), or the manner in which the Partnership conducts its business, or any other events or circumstances, the Management Objectives are no longer suitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, with respect to a Performance Period as the Committee deems appropriate and equitable.

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     (u) Market Value per Unit means, at any date, the closing sales price of a Unit on that date (or, if there are no sales on that date, the last preceding date on which there was a sale) on the principal national securities exchange or in the principal market on or in which the Units are traded. In the event that the Units are not traded on such an exchange or market at the time a determination is to be made hereunder, the determination will be made in good faith by the Committee.

     (v) Option means the right to purchase Units upon exercise of an option granted pursuant to Section 5.

     (w) Option Price means the purchase price per Unit payable on exercise of an Option.

     (x) Participant means a person who is selected by the Committee to receive an Award under the Plan and who at that time is an Employee, Consultant or Eligible Director.

     (y) Performance Bonus means an Award expressed in units, where a unit is equivalent to $1.00 (or such other value as the Committee determines) granted pursuant to Section 9.

     (z) Performance Period means, with respect to an Award, a period of time within which the Management Objectives relating to such Award are to be measured. The Performance Period will be established by the Committee at the time of the Award.

     (aa) Performance Unit means a bookkeeping entry that records the equivalent of one Unit awarded pursuant to Section 9.

     (bb) Person means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

     (cc) Phantom Units means an Award granted pursuant to Section 8 or Section 10.

     (dd) Restricted Units means Units granted or sold pursuant to Section 7 as to which neither the ownership restrictions nor the restrictions on transfer have expired.

     (ee) Rule 16b-3 means Rule 16b-3 under Section 16 of the Exchange Act as amended (or any successor rule to the same effect), as in effect from time to time.

     (ff) Spread means the excess of the Market Value per Unit on the date an Appreciation Right is exercised over (i) the Option Price provided for in the Option granted in tandem with the Appreciation Right or (ii) if there is no tandem Option, the Grant Price provided for in the Appreciation Right, in either case multiplied by the number of Units in respect of which the Appreciation Right is exercised.

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     (gg) UDR means a distribution made by the Partnership with respect to a Restricted Unit.

     (hh) Unit means a common unit of the Partnership.

     (ii) Voting Securities of the Company means the securities entitled to vote generally in the election of directors of the Company or persons who serve similar functions.

     4. Units Available Under Plan. As of the close of business on November 4, 2009, the aggregate number of Units that may be (i) subject to an Award of Appreciation Rights or Options, and (ii) issued or transferred as Restricted Units and released from all restrictions or in payment of Performance Units, Performance Shares or Phantom Units will not exceed in the aggregate 750,000. Any Units delivered pursuant to an Award will consist, in whole or in part, of Units acquired in the open market or from any Affiliate of the Partnership or any other Person, newly issued Units or any combination of the foregoing, as determined by the Committee in its discretion. The number of Units available under this Section 4 will be subject to adjustment as provided in Section 12 and will be further adjusted to include Units that relate to Awards that (i) expire or are forfeited, (ii) are withheld or tendered in payment of the Option Price with respect to an Option or in satisfaction of the taxes required to be withheld in connection with any Award granted under the Plan or (iii) are subject to an Appreciation Right that are not transferred to a Participant upon exercise of the Appreciation Right. There will not be any limitation on the number of Awards that may be granted and paid in cash, and any Units allocated to an Award payable in cash or Units will, to the extent paid in cash, be again available for delivery under the Plan with respect to other Awards.

     5. Options. The Committee may from time to time authorize grants of options to any Participant to purchase Units upon such terms and conditions as it may determine in accordance with this Section 5. Each grant of Options may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

     (a) Each grant will specify the number of Units to which it relates.

     (b) Each grant will specify the Option Price, which will not be less than 100% of the Market Value per Unit on the Date of Grant.

     (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the General Partner, (ii) with the consent of the Committee, by the actual or constructive transfer of Units owned by the Participant and having an aggregate Market Value per Unit at the date of exercise equal to the aggregate Option Price, (iii) with the consent of the Committee, by authorizing the withholding of a number of Units otherwise issuable to the Participant having an aggregate Market Value per Unit on the date of exercise equal to the aggregate Option Price or (iv) by a combination of such methods of payment; provided, however, that the payment methods described in clauses (ii) and (iii) will not be available at any time that the Partnership is prohibited from purchasing or acquiring such Units.

6

     (d) To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker of some or all of the Units to which such exercise relates.

     (e) Successive grants may be made to the same Participant whether or not any Options or other Awards previously granted to such Participant remain unexercised or outstanding.

     (f) Each grant will specify the required period or periods of continuous service by the Participant with the General Partner or its Affiliates that are necessary before the Options or installments thereof will become exercisable.

     (g) Any grant may specify the Management Objectives that must be achieved as a condition to the exercise of the Options.

     (h) Any grant may provide for the earlier exercise of the Options in the event of a Change in Control or other similar transaction or event.

     (i) On or after the Date of Grant, the Committee may provide for the payment to the Participant of distribution equivalents thereon in cash or Units on a current, deferred or contingent basis.

     (j) No Options will be exercisable more than ten years from the Date of Grant, unless the Evidence of Award provides for an extended exercise period in the event of death, disability or retirement.

     (k) The Committee will have the right to substitute Appreciation Rights for outstanding Options granted to one or more Participants, provided the terms and the economic benefit of the substituted Appreciation Rights are at least equivalent to the terms and economic benefit of such Options, as determined by the Committee in its discretion.

     (l) Any grant may provide for the effect on the Options or any Units issued, or other payment made, with respect to the Options of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Partnership or any of its Affiliates.

     (m) Each grant will be evidenced by an Evidence of Award, which may contain such terms and provisions, consistent with the Plan, as the Committee may approve, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

     6. Appreciation Rights. The Committee may also from time to time authorize grants to any Participant of Appreciation Rights upon such terms and conditions as it may determine in accordance with this Section 6. Appreciation Rights may be granted in tandem with Options or separate and apart from a grant of Options. An Appreciation Right will be a right of the Participant to receive from the Partnership upon exercise an amount which will be determined by the Committee at the Date of Grant and will be expressed as a percentage of the

7

Spread (not exceeding 100%) at the time of exercise. An Appreciation Right granted in tandem with an Option may be exercised only by surrender of the related Option. Each grant of an Appreciation Right may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

     (a) Each grant will state whether it is made in tandem with Options and, if not made in tandem with any Options, will specify the number of Units in respect of which it is made.

     (b) Each grant made in tandem with Options will specify the Option Price and each grant not made in tandem with Options will specify the Grant Price, which in either case will not be less than 100% of the Market Value per Unit on the Date of Grant.

     (c) Any grant may provide that the amount payable on exercise of an Appreciation Right may be paid (i) in cash, (ii) in Units having an aggregate Market Value per Unit equal to the Spread (or the designated percentage of the Spread) or (iii) in a combination thereof, as determined by the Committee in its discretion.

     (d) Any grant may specify that the amount payable to the Participant on exercise of an Appreciation Right may not exceed a maximum amount specified by the Committee at the Date of Grant.

     (e) Successive grants may be made to the same Participant whether or not any Appreciation Rights or other Awards previously granted to such Participant remain unexercised or outstanding.

     (f) Each grant will specify the required period or periods of continuous service by the Participant with the General Partner or its Affiliates that are necessary before the Appreciation Rights or installments thereof will become exercisable, and will provide that no Appreciation Rights may be exercised except at a time when the Spread is positive and, with respect to any grant made in tandem with Options, when the related Options are also exercisable.

     (g) Any grant may specify the Management Objectives that must be achieved as a condition to the exercise of the Appreciation Rights.

     (h) Any grant may provide for the earlier exercise of the Appreciation Rights in the event of a Change in Control or other similar transaction or event.

     (i) On or after the Date of Grant, the Committee may provide for the payment to the Participant of distribution equivalents thereon in cash or Units on a current, deferred or contingent basis.

     (j) No Appreciation Right will be exercisable more than ten years from the Date of Grant.

     (k) Any grant may provide for the effect on the Appreciation Rights or any Units issued, or other payment made, with respect to the Appreciation Rights of any

8

conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Partnership or any of its Affiliates.

     (l) Each grant will be evidenced by an Evidence of Award, which may contain such terms and provisions, consistent with the Plan, as the Committee may approve, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

     7. Restricted Units. The Committee may also from time to time authorize grants or sales to any Participant of Restricted Units upon such terms and conditions as it may determine in accordance with this Section 7. Each grant or sale will constitute an immediate transfer of the ownership of Units to the Participant in consideration of the performance of services, entitling such Participant to ownership rights, but subject to the restrictions set forth in this Section 7. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

     (a) Each grant or sale may be made without additional consideration or in consideration of a payment by the Participant that is less than the Market Value per Unit at the Date of Grant, except as may otherwise be required by law.

     (b) Each grant or sale may limit the Participant’s right to UDRs with respect to the Restricted Units during the period in which the Restricted Units are subject to any such restrictions.

     (c) Each grant or sale will provide that the Restricted Units will be subject, for a period to be determined by the Committee at the Date of Grant, to one or more restrictions, including without limitation a restriction that constitutes a “substantial risk of forfeiture” within the meaning of Section 83 of the Code and the regulations of the Internal Revenue Service under such section. Except as provided in Section 7(d) or 7(e), or otherwise provided by the Committee from time to time, the restrictions imposed on Restricted Units will not terminate at a rate that is faster than 1/3^rd of the Restricted Units on each anniversary of the Date of Grant.

     (d) Any grant or sale may specify the Management Objectives that, if achieved, will result in the termination or early termination of the restrictions applicable to the Restricted Units, provided that the Performance Period associated with such Management Objectives will be a period of no less than 12 calendar months.

     (e) Any grant or sale may provide for the early termination of any such restrictions in the event of a Change in Control or other similar transaction or event or the Participant’s termination of employment or service by reason of death, disability, retirement or otherwise.

     (f) Each grant or sale will provide that during the period for which such restriction or restrictions are to continue, the transferability of the Restricted Units will be prohibited or restricted in a manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include without limitation rights of repurchase or

9

first refusal in favor of the Partnership or provisions subjecting the Restricted Units to continuing restrictions in the hands of any transferee).

     (g) Any grant or sale may provide for the effect on the Restricted Units or any Units issued free of restrictions, or other payment made, with respect to the Restricted Units of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Partnership or any of its Affiliates.

     (h) Each grant or sale will be evidenced by an Evidence of Award, which may contain such terms and provisions, consistent with the Plan, as the Committee may approve, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

     8. Phantom Units. The Committee may also from time to time authorize grants or sales to any Participant of Phantom Units upon such terms and conditions as it may determine in accordance with this Section 8. Each grant or sale of a Phantom Unit will constitute the agreement by the Partnership to issue or transfer a Unit (or an amount in cash equal to the Market Value per Unit) to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

     (a) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value per Unit on the Date of Grant, except as may otherwise be required by law.

     (b) Each grant or sale will provide that the Phantom Units will be subject to a Deferral Period, which will be fixed by the Committee on the Date of Grant. Except as provided in Section 8(c), 8(d) or 10(d), or otherwise provided by the Committee from time to time, the Deferral Period will not terminate at a rate that is faster than 1/3^rd of the Phantom Units on each anniversary of the Date of Grant.

     (c) Any grant or sale may specify the Management Objectives that, if achieved, will result in the termination or early termination of the Deferral Period, provided that the Performance Period associated with such Management Objectives will be a period of no less than 12 calendar months.

     (d) Any grant or sale may provide for the earlier termination of the Deferral Period in the event of a Change in Control or other similar transaction or event or the Participant’s termination of employment or service by reason of death, disability, retirement or otherwise.

     (e) During the Deferral Period, the Participant will not have any right to transfer any rights under the Phantom Units, will not have any rights of ownership in the Phantom Units and will not have any right to vote the Phantom Units, but the Committee

10

may on or after the Date of Grant authorize the payment of DERs on such Units in cash or Units on a current, deferred or contingent basis.

     (f) Any grant or sale may provide for the effect on the Phantom Units or any Units issued free of restrictions, or other payment made, with respect to the Phantom Units of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Partnership or any of its Affiliates.

     (g) Each grant or sale will be evidenced by an Evidence of Award, which will contain such terms and provisions as the Committee may determine consistent with the Plan, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

     9. Performance Units and Performance Bonuses. The Committee may also from time to time authorize grants to Participants of Performance Units and Performance Bonuses, which will become payable upon achievement of specified Management Objectives, upon such terms and conditions as it may determine in accordance with this Section 9. Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

     (a) Each grant will specify the number of Performance Units or the value of the Performance Bonus to which it relates.

     (b) The Performance Period with respect to each Performance Unit and Performance Bonus will be determined by the Committee at the time of grant.

     (c) Each grant will specify the Management Objectives that, if achieved, will result in the payment of the Performance Units or Performance Bonus.

     (d) Each grant will specify the time and manner of payment of Performance Units or Performance Bonuses which have become payable, which payment may be made in (i) cash, (ii) Units having an aggregate Market Value per Unit equal to the aggregate value of the Performance Units or Performance Bonuses which have become payable or (iii) any combination thereof, as determined by the Committee in its discretion at the time of payment.

     (e) Any grant of Performance Units may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the Date of Grant. Any grant of a Performance Bonus may specify that the amount payable, or the number of Units issued, with respect to the Performance Bonus may not exceed maximums specified by the Committee on the Date of Grant.

     (f) On or after the Date of Grant, the Committee may provide for the payment to the Participant of DERs on Performance Units in cash or Units on a current, deferred or contingent basis.

11

     (g) Any grant may provide for the effect on the Performance Units or Performance Bonus or any Units issued, or other payment made, with respect to the Performance Units or Performance Bonus of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Partnership or any of its Affiliates.

     (h) Each grant will be evidenced by an Evidence of Award, which will contain such terms and provisions as the Committee may determine consistent with the Plan, including without limitation provisions relating to the payment of the Performance Units or Performance Bonus in the event of a Change in Control or other similar transaction or event and provisions relating to the Participant’s termination of employment or other termination of service.

     10. Awards to Eligible Directors.

     (a) On the first business day of each calendar year each Eligible Director (i) will receive a grant of Phantom Units in lieu of cash compensation of $50,000, and (ii) may elect to receive an additional grant of Phantom Units in lieu of additional cash compensation of $50,000.

     (b) Each individual who first becomes an Eligible Director on a date other than the first business day of a calendar year (i) will receive a grant of Phantom Units in lieu of cash compensation of $50,000 (if the individual becomes and Eligible Director prior to July 1 of any year) or $25,000 (if the individual becomes and Eligible Director on or after July 1 of any year), and (ii) may elect to receive a grant of Phantom Units in lieu of additional cash compensation of $50,000 (if the individual becomes an Eligible Director prior to July 1 of any year) or $25,000 (if the individual becomes an Eligible Director on or after July 1 of any year). For purposes of this Section 10(b), an Eligible Director who ceases to be a member of the Board and thereafter becomes an Eligible Director again will be deemed to first become an Eligible Director on the date that such individual again becomes an Eligible Director.

     (c) The number of Phantom Units to be granted to an Eligible Director under this Section 10 will be determined by dividing the amount of cash compensation the Phantom Units are replacing by the Market Value per Unit as of (i) the first business day of the applicable calendar year, for Phantom Units granted under Section 10(a), and (ii) the date on which the Eligible Director first becomes a member of the Board, for Phantom Units granted under Section 10(b). All elections to receive a grant of Phantom Units in lieu of cash compensation will be made in accordance with procedures established by the Committee that are designed to satisfy the deferral election requirements under Section 409A of the Code and (A) with respect to Section 10(a)(ii), must be made on or prior to the last day of the preceding calendar year, and (B) with respect to Section 10(b)(ii), must be made within 30 days after the date the Eligible Director first becomes eligible to participate in the Plan and will apply only to compensation paid for services performed after the election.

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     (d) Each grant of Phantom Units made to an Eligible Director under this Section 10 may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

     (i) Each grant of Phantom Units under Section 10(a)(i) or 10(b)(i) will become nonforfeitable as to 1/3^rd of the total number of Units subject thereto on the fifteenth (15^th) day of January of the first three calendar years beginning after the Date of Grant; provided, in each case, that the Eligible Director who received the Phantom Units has remained a member of the Board through each such date.

     (ii) Each grant of Phantom Units under Section 10(a)(ii) or 10(b)(ii) will become nonforfeitable on the fifteenth (15^th) day of January of the first calendar year beginning after the Date of Grant; provided, in each case, that the Eligible Director who received the grant of Phantom Units has remained a member of the Board through such date.

     (iii) Except as provided in an Evidence of Award, upon an Eligible Director’s ceasing to be a member of the Board prior to the end of a Deferral Period for any reason, the Eligible Director will immediately forfeit all nonvested Phantom Units, unless the Board, in its discretion, terminates the Deferral Period.

     11. Transferability. No Award may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order; provided, however, that a Participant who is an officer of the General Partner or an Affiliate may, with the prior approval of the Committee, transfer an Option to family members of the Participant, including to trusts in which family members of the Participant own more than 50% of the beneficial interests, to foundations in which family members of the Participant or the Participant controls the management of assets and to other entities in which more than 50% of the voting interests are owned by family members of the Participant or the Participant. No Option or Appreciation Right granted to a Participant will be exercisable during the Participant’s lifetime by any Person other than the Participant or the Participant’s guardian or legal representative or any permitted transferee.

     12. Adjustments.

     (a) The Committee will make or provide for such adjustments in (i) the maximum number of Units specified in Section 4, (ii) the number of Units covered by outstanding Options, Appreciation Rights, Performance Units and Restricted Units granted under the Plan, (iii) the Option Price or Grant Price applicable to any Options and Appreciation Rights, and (iv) the kind of securities covered by any such Awards (including securities of another issuer), as is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (x) any distribution (whether in the form of cash, Units, other securities or other property), combination or exchange of Units or other securities, recapitalization or other change in the capital structure of the Partnership, or (y) any merger, consolidation, separation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or issuance of warrants to purchase securities, or

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(z) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding Awards such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection with such substitution the surrender of all Awards so replaced.

     (b) The Committee may accelerate the payment of, or vesting with respect to, any Award under the Plan upon the occurrence of a transaction or event described in this Section 12; provided, however, that in the case of any Award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, the Committee will not accelerate the payment of the Award unless it determines in good faith that such transaction or event satisfies the requirements of a change in control event under guidance issued by the Secretary of the Treasury under Section 409A of the Code.

     13. Fractional Units. The Partnership will not be required to issue or deliver any fractional Units pursuant to the Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

     14. Withholding Taxes. To the extent that the General Partner or any of its Affiliates is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other Person under the Plan, and the amounts available for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other Person make arrangements satisfactory to the Partnership for payment of the balance of such taxes required to be withheld. In addition, if permitted by the Committee, the Participant or such other Person may elect to have any withholding obligation satisfied with Units that would otherwise be transferred to the Participant or such other Person in payment of the Participant’s Award. However, without the consent of the Committee, Units will not be withheld in excess of the minimum number of Units required to satisfy the withholding obligation.

     15. Administration of the Plan.

     (a) The Plan will be administered the Board, unless the Board appoints a committee consisting of two or more directors of the Board, each of whom is intended to qualify as a “non-employee director” as defined in Rule 16b-3, to administer the Plan. Notwithstanding the foregoing, the provisions of Section 10 will be administered by the Board.

     (b) A majority of the Committee will constitute a quorum, and the action of the members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, will be the acts of the Committee.

     (c) The Committee has the full authority and discretion to administer the Plan and to take any action that is necessary or advisable in connection with the administration of the Plan, including without limitation the authority and discretion to interpret and construe any provision of the Plan or of any agreement, notification or document evidencing an Award. The interpretation and construction by the Committee of any such

14

provision and any determination by the Committee pursuant to any provision of the Plan or of any such agreement, notification or document will be final and conclusive. No member of the Committee will be liable for any such action or determination made in good faith.

     (d) To the extent permitted by applicable law, the Committee may delegate its authority under the Plan to a subcommittee of the Committee, to one or more committees of the Board or to one or more executive officers of the General Partner; provided, however, that no delegation may be made of authority to take an action which is required by Rule 16b-3 to be taken by “non-employee directors” in order that the Plan and transactions thereunder meet the requirements of such Rule.

     (e) It is the Committee’s intention that any Award granted under the Plan that constitutes a deferral of compensation within the meaning of Section 409A of the Code and the guidance issued by the Secretary of the Treasury under Section 409A satisfy the requirements of Section 409A of the Code. In granting such an Award, the Committee will use its best efforts to exercise its authority under the Plan with respect to the terms of such Award in a manner that the Committee determines in good faith will cause the Award to comply with Section 409A of the Code and thereby avoid the imposition of penalty taxes and interest upon the Participant receiving the Award.

     (f) If no committee is established by the Board pursuant to Section 15(a) and, in any event, with respect to the administration of the provisions of Section 10, the Board will have the same authority, power, duties, responsibilities and discretion given to the Committee under the terms of the Plan.

     16. Amendments and Other Matters.

     (a) The Plan may be amended from time to time by the Board or, with respect to those provisions of the Plan other than Section 10, the Committee; provided, however, that the Plan may not be amended without further approval by the unitholders of the Partnership if such amendment would result in the Plan no longer satisfying any applicable requirements of the New York Stock Exchange (or the principal national securities exchange on which the Units are traded) or Rule 16b-3.

     (b) Neither the Committee nor the Board will authorize the amendment of any outstanding Option to reduce the Option Price without the further approval of the unitholders of the Partnership. Furthermore, no Option will be cancelled and replaced with Options having a lower Option Price without further approval of the unitholders of the Partnership. The provisions of this Section 16(b) are intended to prohibit the repricing of “underwater” Options and will not be construed to prohibit the adjustments provided for in Section 12.

     (c) The Plan may be terminated at any time by action of the Board. The termination of the Plan will not adversely affect the terms of any outstanding Award.

     (d) No Units will be issued under the Plan prior to (i) the obtaining of any approval from any governmental agency which the General Partner, in its sole discretion,

15

determines to be necessary or advisable, (ii) the admission of such Units to listing on any securities exchange on which the Units may then be listed, and (iii) the completion of any registration or other qualification of such Units under any state or Federal law or rulings or regulations of any governmental body which the General Partner, in its sole discretion, determines to be necessary or advisable.

     (e) The Plan does not confer upon any Participant any right with respect to continuance of employment or other service with the General Partner or any of its Affiliates, nor will it interfere in any way with any right the General Partner or any of its Affiliates would otherwise have to terminate such Participant’s employment or other service at any time.

     (f) To the extent that the Partnership has an obligation to reimburse the General Partner or one of its Affiliates for compensation paid to Consultants and Employees for services rendered for the benefit of the Partnership, such payments or reimbursement payments may be made by the Partnership directly to the General Partner or its Affiliate and, if made to the General Partner with respect to an Affiliate, will be received by the General Partner as agent for the Affiliate.

     17. Governing Law. The Plan, all Awards and all actions taken under the Plan and the Awards will be governed in all respects in accordance with the laws of the State of Delaware, including without limitation the Delaware statute of limitations, but without giving effect to the principles of conflicts of laws of such State.

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EX-10.24

Exhibit 10.24

CRESTWOOD MIDSTREAM PARTNERS LP
PHANTOM UNIT AWARD AGREEMENT

Director:

Number of Phantom Units:

Date of Grant:

     1. Under the terms and conditions of the Crestwood Midstream Partners LP Third Amended and Restated 2007 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership”), grants to the individual whose name is set forth above (the “Director”) the number of Phantom Units set forth above. Terms not defined in this Agreement have the meanings set forth in the Plan.

     2. One-third (1/3^rd) of the Phantom Units will become vested on the fifteenth day of January of the first calendar year beginning after the Date of Grant and on each of the following two anniversaries of that date, provided that the Director has remained a member of the Board through each such date (and further provided that in no event will the Director become entitled to receive a fraction of a Unit). If the Director ceases to be a member of the Board, all nonvested Phantom Units will be forfeited immediately. Notwithstanding the foregoing, in the event of a Change in Control while the Director is a member of the Board, any nonvested Phantom Units will automatically become 100% vested.

     3. Each Phantom Unit will entitle the Director to receive one Unit with respect to each such Phantom Unit that becomes vested. Payment will be evidenced by book entry registration (or by a certificate registered in the name of the Director) as of the date that the Phantom Units become vested in accordance with Section 2.

     4. The Director will have none of the rights of a unitholder of the Partnership with respect to any Units underlying the Phantom Units, including the right to vote such Units or receive any distributions that may be paid thereon until such time, if any, that the Director has been determined to be a unitholder of record by the Partnership’s transfer agent or one or more certificates of Units are delivered to the Director in settlement thereof.

     5. The Director hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Director under this Agreement without the Director’s consent.

ACCEPTED:

Signature of Director 

2011 Director Units Non-elective

EX-10.25

Exhibit 10.25

CRESTWOOD MIDSTREAM PARTNERS LP
PHANTOM UNIT AWARD AGREEMENT

Director:
Number of Phantom Units:
Date of Grant:	January    , 2011

     1. Under the terms and conditions of the Crestwood Midstream Partners LP Third Amended and Restated 2007 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership”), grants to the Director named above the number of Phantom Units set forth above. Terms not defined in this Agreement have the meanings set forth in the Plan.

     2. The Phantom Units will become fully vested on the fifteenth day of January of the first calendar year following the Date of Grant, provided that the Director has remained a member of the Board through such date. Notwithstanding the foregoing, in the event of a Change in Control while the Director is a member of the Board, any nonvested Phantom Units will automatically become 100% vested. If the Director ceases to be a member of the Board prior to such date, the nonvested Phantom Units will be forfeited immediately.

     3. Each Phantom Unit will entitle the Director to receive one Unit with respect to each such Phantom Unit that becomes vested. Payment will be evidenced by book entry registration (or by a certificate registered in the name of the Director) as of the date that the Phantom Units become vested in accordance with Section 2.

     4. The Director will have none of the rights of a unitholder of the Partnership with respect to any Units underlying the Phantom Units, including the right to vote such Units or receive any distributions that may be paid thereon until such time, if any, that the Director has been determined to be a unitholder of record by the Partnership’s transfer agent or one or more certificates of Units are delivered to the Director in settlement thereof.

     5. The Director hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Director under this Agreement without the Director’s consent.

ACCEPTED:

Signature of Director 

EX-10.26

Exhibit 10.26

CRESTWOOD MIDSTREAM PARTNERS LP
PHANTOM UNIT AWARD AGREEMENT

Participant:

Number of Phantom Units:

Date of Grant:

     1. Under the terms and conditions of the Crestwood Midstream Partners LP Third Amended and Restated 2007 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership”), grants to the Participant named above the number of Phantom Units set forth above. Terms not defined in this Agreement have the meanings set forth in the Plan.

     2. One-third (1/3^rd) of the Phantom Units will become vested on January 15, 2012 (the “Initial Vesting Date”) and an additional one-third (1/3^rd) of the Phantom Units shall become vested on each of the first two anniversaries of the Initial Vesting Date (which, with the Initial Vesting Date, shall be referred to as the “Vesting Dates”), provided that the Participant has remained an employee of the Company or its Affiliates through each such Vesting Date (and further provided that in no event will the Participant become entitled to settlement of a fraction of a Unit).

     3. Notwithstanding the Vesting Dates described above, in the event of a Change in Control while the Participant is employed by the Company or an Affiliate or in the event that the Participant terminates employment with the Company or its Affiliates by reason of disability (as determined by the Committee in good faith) or death, the nonvested Phantom Units will immediately become 100% vested. If the Participant terminates employment with the Company and its Affiliates for any reason other than such disability or death, any nonvested Phantom Units will be forfeited immediately.

     4. Each vested Phantom Unit will entitle the Participant to receive a lump sum cash payment equal to the Market Value per Unit determined as of the date the Phantom Units become vested. Payment will be made as soon as practicable following the date the Phantom Units become vested, but in no event later than 10 days after such date. In no event will payment be made later than March 15 of the calendar year following the calendar year in which the Phantom Units become vested.

     5. The Participant will have none of the rights of a unitholder of the Partnership with respect to any Units underlying the Phantom Units, including the right to vote such Units or receive any distributions that may be paid thereon. Furthermore, nothing herein will confer upon the Participant any right to remain in the employ of the Company or an Affiliate.

     6. The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

ACCEPTED:

Signature of Participant
 

EX-10.27

Exhibit 10.27

CRESTWOOD MIDSTREAM PARTNERS LP
PHANTOM UNIT AWARD AGREEMENT

Participant:

Number of Phantom Units:

Date of Grant:

     1. Under the terms and conditions of the Crestwood Midstream Partners LP Third Amended and Restated 2007 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership”), grants to the Participant named above the number of Phantom Units set forth above. Terms not defined in this Agreement have the meanings set forth in the Plan.

     2. One-third (1/3rd) of the Phantom Units will become vested on January 15, 2012 (the “Initial Vesting Date”) and an additional one-third (1/3rd) of the Phantom Units shall become vested on each of the first two anniversaries of the Initial Vesting Date (which, with the Initial Vesting Date, shall be referred to as the “Vesting Dates”), provided that the Participant has remained an employee of the Company or its Affiliates through each such Vesting Date (and further provided that in no event will the Participant become entitled to settlement of a fraction of a Unit).

     3. Notwithstanding the Vesting Dates described above, in the event of a Change in Control while the Participant is employed by the Company or an Affiliate or in the event that the Participant terminates employment with the Company or its Affiliates by reason of disability (as determined by the Committee in good faith) or death, the nonvested Phantom Units will immediately become 100% vested. If the Participant terminates employment with the Company and its Affiliates for any reason other than such disability or death, any nonvested Phantom Units will be forfeited immediately.

     4. Each Phantom Unit will entitle the Participant to receive one Unit with respect to each such Phantom Unit that becomes vested. Payment will be made (i) with respect to Phantom Units that become vested in accordance with Section 2 above, as of the applicable Vesting Date, (ii) with respect to Phantom Units that become vested due to the Participant’s death or disability in accordance with Section 3 above, as of the earlier of (A) the next Vesting Date coincident with or following the date the Phantom Units become vested or (B) the date of the occurrence of a Change in Control, and (iii) with respect to Phantom Units that become vested due to a Change in Control in accordance with Section 3 above, as of the date of the occurrence of the Change in Control. In no event will settlement of vested Phantom Units be made later than March 15 of the calendar year following the calendar year in which the Phantom Units become vested. Payment will be evidenced by book entry registration or by a certificate registered in the name of the Participant.

     5. The Participant will have none of the rights of a unitholder of the Partnership with respect to any Units underlying the Phantom Units, including the right to vote such Units or receive any distributions that may be paid thereon until such time, if any, that the Participant has been determined to be a unitholder of record by the Partnership’s transfer agent or one or more certificates of Units are delivered to the Participant in settlement thereof. Furthermore, nothing herein will confer upon the Participant any right to remain in the employ of the Company or an Affiliate.

     6. The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

ACCEPTED:

Signature of Participant
 

EX-10.28

Exhibit 10.28

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

          This Director and Officer Indemnification Agreement, dated as of October ___, 2010 (this “Agreement”), is made by and between Crestwood Gas Services GP LLC, a Delaware limited liability company (the “Company ”), and [___________] ( “Indemnitee” ).

RECITALS:

          A. The Company is the general partner of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Indemnitee is an officer of the Company.

          B. Section 9 of the Limited Liability Company Agreement (the “LLC Agreement”) of the Company provides that the business and affairs of the Company shall be managed by or under the direction of the Board of Directors of the Company.

          C. Significant authority with respect to the management of the Company and, accordingly, the Partnership, has been delegated to the officers of the Company.

          D. Thus, it is critically important to the Company that it be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company.

          E. The Delaware courts have recognized that indemnification by a company serves the dual policies of (1) allowing company officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the company will bear the expense of litigation and (2) encouraging capable women and men to serve as company directors and officers, secure in the knowledge that the company will absorb the costs of defending their honesty and integrity.

          F. The number of lawsuits challenging the judgment and actions of directors and officers of Delaware companies, the costs of defending those lawsuits, and the threat to directors’ and officers’ personal assets have all materially increased over the past several years, chilling the willingness of capable women and men to undertake the responsibilities imposed on company directors and officers.

          G. Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and company governance obligations on directors and officers of public companies and have exposed such directors and officers to new and substantially broadened civil liabilities.

          H. These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

          I. Indemnitee is a director or officer of the Company and does not regard the protection afforded to him or her by Delaware law and the LLC Agreement as adequate, and his/her willingness to serve in such capacity is predicated, in substantial part, upon (1) the Company’s willingness to provide protection to him/her pursuant to express contract rights providing for the Company to indemnify him/her in accordance with the principles reflected above, to the fullest extent permitted by Delaware law, and (2) the other undertakings set forth in this Agreement.

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           J. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of formation or the LLC Agreement (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for (1) the indemnification of and the advancement of Expenses (as defined in Section 1(g)) to Indemnitee as set forth in this Agreement and (2) the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

           K. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

     NOW, THEREFORE, the parties hereby agree as follows:

           1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

                (a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

                (b) “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

                     (i) The Company ceases to be controlled by Crestwood Holdings or one or more Affiliates of Crestwood Holdings and a majority of the Board of Directors of the Company thereafter ceases to be comprised of Incumbent Directors;

                     (ii) The consummation of a reorganization, merger or consolidation of the Partnership or sale or other disposition of all or substantially all of the consolidated assets of the Partnership (a “Partnership Transaction”) immediately after which the voting power of the equity securities of the Partnership outstanding immediately prior to such Partnership Transaction do not continue to represent (either by remaining outstanding or by being converted into equity securities having voting power in the entity surviving, resulting from, or succeeding to all or substantially all of the Partnership’s consolidated assets as a result of such Partnership Transaction or any parent of such entity) at least 50% of the combined voting power of the then outstanding equity securities of (A) the entity surviving, resulting from, or succeeding to all or substantially all of the Partnership’s consolidated assets as a result of such Partnership

2

Transaction or (B) any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns the Partnership or all or substantially all of the Partnership’s assets either directly or through one or more subsidiaries); or

                     (iii) The occurrence of any of the following events while the Company is controlled by Crestwood Holdings or one or more Affiliates of Crestwood Holdings:

                          (A) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting Securities of Crestwood Holdings; provided, however, that the following acquisitions will not constitute a Change in Control: (1) any acquisition of Voting Securities of Crestwood Holdings directly from Crestwood Holdings that is approved by a majority of the Incumbent Crestwood Holdings Directors; (2) any acquisition of the Voting Securities of Crestwood Holdings by Crestwood Holdings or an Affiliate of Crestwood Holdings; or (3) any acquisition of Voting Securities of Crestwood Holdings by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by Crestwood Holdings or any Affiliate of Crestwood Holdings;

                          (B) A majority of the Management Committee of Crestwood Holdings ceases to be comprised of Incumbent Crestwood Holdings Directors;

                          (C) The consummation of a reorganization, merger or consolidation of Crestwood Holdings or sale or other disposition of all or substantially all of the consolidated assets of Crestwood Holdings (each, a “Business Combination Transaction”) immediately after which the Voting Securities of Crestwood Holdings outstanding immediately prior to such Business Combination Transaction do not continue to represent (either by remaining outstanding or by being converted into equity securities having voting power in the entity surviving, resulting from, or succeeding to all or substantially all of Crestwood Holdings’ consolidated assets as a result of such Business Combination Transaction or any parent of such entity) at least 50% of the combined voting power of the then outstanding equity securities having voting power in (1) the entity surviving, resulting from, or succeeding to all or substantially all of Crestwood Holdings’ consolidated assets as a result of such Business Combination Transaction or (2) any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns Crestwood Holdings or all or substantially all of Crestwood Holdings’ assets, either directly or through one or more subsidiaries); or

                          (D) The Company, or one or more Affiliates of Crestwood Holdings, ceases to be the general partner of the Partnership.

                (c) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by the Company or any other person, including any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

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                (d) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

                (e) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

                (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                (g) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

                (h) ”Incumbent Crestwood Holdings Directors” means the individuals who, as of the date hereof, are members of the Management Committee of Crestwood Holdings Partners, LLC (“Crestwood Holdings”), and any individual becoming a member of the Management Committee of Crestwood Holdings subsequent to such date whose election or appointment, was approved by a vote of a majority of the then Incumbent Crestwood Holdings Directors (either by a specific vote or by approval of the proxy statement of Crestwood Holdings in which such person is named as a nominee for director, without objection to such nomination).

               (i) “Incumbent Directors” means the individuals who, as of the date hereof, are directors of the Company, and any individual becoming a director of the Company subsequent to such date whose election, nomination for election by the Company’s members, or appointment, was approved by a vote of a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination).

                (j) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or

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any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

               (k) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

               (l) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary of the Company) or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

               (m) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

               (n) “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

               (o) “Subsidiary” of a Person means a corporation, partnership, limited liability company or other entity in which such Person owns directly or indirectly more than 50% of the outstanding shares of voting stock or other voting interest.

               (p) “Voting Securities” means the securities entitled to vote generally in the election of directors or persons who serve similar functions.

          2. Indemnification Obligation. Subject to Section 7, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all

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Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim.

          3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses.

          4. Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

          5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

          6. Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case

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substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

          7. Determination of Right to Indemnification.

               (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.

               (b) To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination” ) shall be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

               (c) The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 7 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date” ) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 7(e) to

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make such determination and (ii) Indemnitee shall have fulfilled his/her obligations set forth in the second sentence of Section 7(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

               (d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

               (e) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(l), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard of Conduct Determination shall have been selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the

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other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b).

          8. Presumption of Entitlement. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

          9. No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

          10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions” ); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. Except as set forth in the proviso to the immediately preceding sentence, the Other Indemnity Provisions shall not be taken into account in construing or apply the provisions of this Agreement, which are intended to operate independently of the Other Indemnity Provisions. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

          11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations,

9

endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

          12. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other Persons (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(j). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

          13. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(j)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

          14. Indemnification of Crestwood Holdings. The Company shall indemnify, defend and hold Crestwood Holdings harmless against, and shall advance expenses to Crestwood Holdings in the same manner as contemplated by Section 3 in connection with, any and all obligations of Crestwood Holdings to indemnify, hold harmless or advance expenses to Indemnitee against or in connection with any Indemnifiable Claim (including any and all Losses, costs and expenses incurred, experienced, advanced, paid or payable by Crestwood Holdings pursuant to or as a result of any such obligations). This covenant is intended to be for the benefit of, and shall be enforceable by, Crestwood Holdings and any successor to Crestwood Holdings.

          15. Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available

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to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

          16. Successors and Binding Agreement.

               (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

               (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

               (c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

          17. Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally

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recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

          18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

          19. Validity. If any provision of this Agreement or the application of any provision hereof to any Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other Person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties hereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

          20. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

          21. Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee

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in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, member or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing.

          22. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday. The Section headings contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

          23. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures Appear On Following Page]

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     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

CRESTWOOD GAS SERVICES GP LLC 717 Texas Avenue, Suite 3150 Houston, Texas 77002
By:
	Name
	Title:
717 Texas Avenue, Suite 3150 Houston, Texas 77002

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT
DECEMBER 31, 2010

	STATE/JURISDICTION OF
	INCORPORATION/	NAME UNDER WHICH
NAME OF SUBSIDIARY	ORGANIZATION	BUSINESS IS CONDUCTED
Crestwood Gas Services Operating LLC	Delaware	Crestwood Gas Services Operating LLC
Crestwood Gas Services Operating GP LLC	Delaware	Crestwood Gas Services Operating GP LLC
Cowtown Gas Processing Partners L.P.	Texas	Cowtown Gas Processing Partners L.P.
Cowtown Pipeline Partners L.P.	Texas	Cowtown Pipeline Partners L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-161680 on Form S-3 and Registration Statement Nos. 333-145326 and 333-162928 on Form S-8 of our reports dated February 25, 2011, relating to the consolidated financial statements of Crestwood Midstream Partners LP (formerly Quicksilver Gas Services LP) and subsidiaries, and the effectiveness of Crestwood Midstream Partners LP’s (formerly Quicksilver Gas Services LP) internal control over financial reporting, appearing in this Annual Report on Form 10-K of Crestwood Midstream Partners LP (formerly Quicksilver Gas Services LP) for the year ended December 31, 2010.

/s/ DELOITTE & TOUCHE LLP

Fort Worth, Texas
February 25, 2011

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert G. Phillips, certify that:

1.	I have reviewed this annual report on Form 10-K of Crestwood Midstream Partners LP;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Robert G. Phillips  

Robert G. Phillips 

President and Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, William G. Manias, certify that:

1.	I have reviewed this annual report on Form 10-K of Crestwood Midstream Partners LP;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ William G. Manias  

William G. Manias 

Senior Vice President -- Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the Annual Report on Form 10-K of Crestwood Midstream Partners LP (the “Registrant”) for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, William G. Manias, Senior Vice President — Chief Financial Officer of Crestwood Midstream Partners GP LLC, the general partner of the registrant, and Robert G. Phillips, President and Chief Executive Officer of Crestwood Midstream Partners GP LLC, the general partner of the registrant, each certifies that, to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of the dates and for the periods expressed in the Report.

Date: February 25, 2011

By:	/s/ William G. Manias	By:	/s/ Robert G. Phillips
	Williams G. Manias		Robert G. Phillips
	Senior Vice President — Chief Financial Officer		President and Chief Executive Officer