Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dlk7MlE38Lxz2LJ3+KRAcq6BQ9jdNWLRz/t4jdp7coZbrsoGBr8462D9NefJsjov rDF25TSK0tPuBRi0QXDu7w== 0001193125-10-227824.txt : 20101012 0001193125-10-227824.hdr.sgml : 20101011 20101012123720 ACCESSION NUMBER: 0001193125-10-227824 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 GROUP MEMBERS: CRESTWOOD GAS SERVICES HOLDINGS LLC GROUP MEMBERS: CRESTWOOD HOLDINGS II LLC GROUP MEMBERS: CRESTWOOD HOLDINGS PARTNERS, LLC GROUP MEMBERS: FIRST RESERVE GP XI, INC. GROUP MEMBERS: FIRST RESERVE GP XI, L.P. GROUP MEMBERS: FR MIDSTREAM HOLDINGS LLC GROUP MEMBERS: FR XI CMP HOLDINGS LLC GROUP MEMBERS: WILLIAM E. MACAULAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Crestwood Midstream Partners LP CENTRAL INDEX KEY: 0001389030 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 562639586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83088 FILM NUMBER: 101118381 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE, SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (832) 519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE, SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Quicksilver Gas Services LP DATE OF NAME CHANGE: 20070206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crestwood Holdings LLC CENTRAL INDEX KEY: 0001501962 IRS NUMBER: 800635648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-519-2200 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

Crestwood Midstream Partners LP (f/k/a Quicksilver Gas Services LP)

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

74839G 106

(CUSIP Number)

William G. Manias

Crestwood Holdings Partners, LLC

717 Texas Avenue, Suite 3150

Houston, TX 77002

(832) 519-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 1, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON Crestwood Gas Services Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON Crestwood Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO

Crestwood Gas Services Holdings LLC also holds 11,513,625 subordinated units representing limited partner interests in Crestwood Midstream Partners LP (f/k/a Quicksilver Gas Services LP), which may be converted into common units on a one-to-one basis upon the termination of the subordination period under certain circumstances as set forth in the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP, which is incorporated herein by reference. In addition, Crestwood Holdings LLC holds a Subordinated Promissory Note, dated as of August 10, 2007, issued by Crestwood Midstream Partners LP having an outstanding balance (principal plus accrued interest) of approximately $58 million as of October 1, 2010. Outstanding amounts payable pursuant to the Subordinated Promissory Note may at the option of the holder be paid, in whole or in part, using equity interests of Crestwood Midstream Partners LP. See Item 6 below.


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON Crestwood Holdings II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON Crestwood Holdings Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON FR XI CMP Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON FR Midstream Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON OO


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON First Reserve GP XI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON PN


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON First Reserve GP XI, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON CO


CUSIP No. 74839G 106
1	NAME OF REPORTING PERSON William E. Macaulay
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,696,752 common units*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,696,752 common units*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,696,752 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9%*
14	TYPE OF REPORTING PERSON IN

Item 1.

Security and Issuer

This statement on Schedule 13D (“Schedule 13D”) relates to common units representing limited partner interests of Crestwood Midstream Partners LP (f/k/a Quicksilver Gas Services LP), a Delaware limited partnership (the “Issuer”), whose principal executive offices are located at 717 Texas Avenue, Suite 3150, Houston, Texas 77002.

Item 2.

Identity and Background

This Schedule 13D is filed by (i) Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“Gas Services Holdings”), (ii) Crestwood Holdings LLC, a Delaware limited liability company (“Crestwood Holdings”), (iii) Crestwood Holdings II LLC, a Delaware limited liability company (“Crestwood Holdings II”), (iv) Crestwood Holdings Partners, LLC, a Delaware limited liability company (“Crestwood Holdings Partners”), (v) FR XI CMP Holdings LLC, a Delaware limited liability company (“FR XI CMP”), (vi) FR Midstream Holdings LLC, a Delaware limited liability company (“FR Midstream Holdings”), (vii) First Reserve GP XI, L.P., a Delaware limited partnership (“FR GP LP”), (viii) First Reserve GP XI, Inc., a Delaware corporation (“FR GP Inc.”) and (ix) William E. Macaulay, a United States citizen (collectively, with Gas Services Holdings, Crestwood Holdings, Crestwood Holdings II, Crestwood Holdings Partners, FR XI CMP, FR Midstream Holdings, FR GP LP and FR GP Inc., the “Reporting Persons”).

Crestwood Gas Services GP LLC, a Delaware limited liability company (the “General Partner”), is the sole general partner of the Issuer. The General Partner holds the general partner units and incentive distribution rights in the Issuer and manages the business and affairs of the Issuer. Gas Services Holdings directly owns 5,696,752 common units of the Issuer and all of the outstanding equity interests of the General Partner. Crestwood Holdings is the sole member of Gas Services Holdings. Crestwood Holdings II is the sole member of Crestwood Holdings. Crestwood Holdings Partners is the sole member of Crestwood Holdings II. FR XI CMP is the controlling member of Crestwood Holdings Partners. FR Midstream Holdings is the sole member of FR XI CMP. FR GP LP is the managing member of FR Midstream Holdings. FR GP Inc. is the general partner of FR GP LP. Mr. Macaulay is a director and has the right to appoint a majority of the board of directors of FR GP Inc.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and, where applicable, members of the board of directors or management committee of the Reporting Persons (collectively, the “Listed Persons”), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein.

The principal business and office address of each of Gas Services Holdings, Crestwood Holdings, Crestwood Holdings II and Crestwood Holdings Partners is c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002. The principal business and office address of each of FR XI CMP, FR Midstream Holdings, FR GP LP, FR GP Inc. and Mr. Macaulay is One Lafayette Place, Greenwich, CT 06830.

FRC Founders Corporation, advisor of FR GP Inc., is an alternative asset manager making equity, equity-linked and debt investments in companies engaged in various energy and energy related activities. FR XI CMP, FR Midstream Holdings, FR GP LP and FR GP Inc. are each principally engaged in the business of managing investments in other companies engaged in various energy and energy related activities. Each of Crestwood Holdings Partners, Crestwood Holdings II and Crestwood Holdings was formed to make investments in energy-related midstream assets, including the Issuer, and to undertake activities related thereto.

During the past five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Listed Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Sources and Amount of Funds or Other Consideration

On July 22, 2010, Crestwood Holdings (f/k/a First Reserve Crestwood Holdings LLC) entered into a Purchase Agreement (as amended, the “Purchase Agreement”) with Quicksilver Resources Inc. (“Quicksilver”), Cowtown Gas Processing L.P. (“Processing LP”) and Cowtown Pipeline L.P. (“Pipeline LP”). Pursuant to the Purchase Agreement, Crestwood Holdings agreed to purchase for an aggregate purchase price of $701 million at closing plus up to $72 million in future earn-out payments (i) from Processing LP and Pipeline LP, 100% of the outstanding membership interests of Gas Services Holdings, which owns 5,696,752 common units of the Issuer, 11,513,625 subordinated units representing limited partner interests in the Issuer and, through its ownership of 100% of the outstanding membership interests of the General Partner, 469,944 general partner units in the Issuer and 100% of the outstanding incentive distribution rights in the Issuer and (ii) from Quicksilver, that certain Subordinated Promissory Note issued by the Issuer to Quicksilver on August 10, 2007 (the “Promissory Note”).

On October 1, 2010, the acquisition by Crestwood Holdings of the Gas Services Holdings membership interests and the Promissory Note was completed. $530,855,723.73 of the cash consideration was funded though an equity investment in Crestwood Holdings made indirectly by the members of Crestwood Holdings Partners, including (i) FR Midstream Holdings and (ii) by certain members of management of Crestwood Holdings Partners that are members of Crestwood Holdings Partners. The remainder of the cash consideration payable at closing, $170,144,276.27, was funded with the net proceeds of $180 million of term loan borrowings by Crestwood Holdings pursuant to a new secured term loan (the “Crestwood Term Loan”). Crestwood Holdings intends to fund any earn-out payments payable pursuant to the Purchase Agreement with borrowings under the Crestwood Term Loan and/or the proceeds of future distributions received by Gas Services Holdings and the General Partner from the Issuer.

Each of the Purchase Agreement and Promissory Note is filed as an exhibit to this Schedule 13D and is incorporated by reference herein, and the description set forth herein is qualified in its entirety by reference thereto.

Item 4.

Purpose of Transaction

The Reporting Persons acquired the common units covered by this Schedule 13D for investment and intend to review their investment in the Issuer on a continuing basis.

The following describes plans or proposals that the Reporting Persons may have with respect to certain matters set forth in Item 4 of Schedule 13D.

(a) The subordinated units owned of record by Gas Services Holdings are convertible into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Issuer Partnership Agreement”). The Issuer may grant options to purchase common units, common unit appreciation rights, restricted common units and phantom common units to employees, consultants, officers and directors of the General Partner and its affiliates pursuant to the Issuer’s 2007 Equity Plan adopted by the General Partner. The Issuer may acquire common units to issue pursuant to the 2007 Equity Plan on the open market, directly from the Issuer, from other Reporting Persons, or otherwise.

As noted in further detail in Item 6, amounts payable under the Promissory Note acquired by Crestwood Holdings pursuant to the Purchase Agreement may, at the option of the holder, be paid, in whole or in part, using equity interests of the Issuer. Pursuant to the terms of the new credit facility entered into by the Issuer in connection with the transactions contemplated by the Purchase Agreement and to the terms of the Crestwood Term Loan, the Promissory Note must be converted into common equity units of the Issuer within a set period of time after closing of the transactions contemplated by the Purchase Agreement (60 days in the case of the new credit facility entered into by the Issuer and 30 days in the case of the Crestwood Term Loan). The Reporting Persons intend for Crestwood Holdings, as holder of the Promissory Note, to elect to receive additional equity interests of the Issuer in satisfaction of the amounts payable pursuant to the Promissory Note.

(d) The General Partner has sole responsibility for conducting the Issuer’s business and for managing its operations and is ultimately controlled by FR GP Inc. FR GP Inc. intends to manage, participate in and influence the affairs of the Issuer through the exercise of its rights as beneficial owner of the General Partner and, to the extent applicable, through the exercise of its voting rights as a limited partner of the Issuer. Neither the General Partner nor its board of directors will be elected by the Issuer’s unitholders. Through its indirect ownership in Gas Services Holdings, the General Partner’s sole member, FR GP Inc. has the right to elect the General Partner’s entire board of directors and, through the board of directors, the appointment of management of the Issuer. Certain of Crestwood Holdings Partners’ executive officers also serve as executive officers and/or directors of the General Partner. Upon the closing of the transactions contemplated by the Purchase Agreement, each of Messrs. Glenn Darden, Jeff

Cook and Philip W. Cook resigned from the board of directors of the General Partner and were replaced by Messrs. Timothy H. Day, Robert G. Phillips, Michael France, J. Hardy Murchison and Joel Lambert, each of whom is an employee of FRC Founders Corporation, other than Mr. Phillips, who is an employee of Crestwood Holdings Partners. In addition, Messrs. Robert G. Phillips, William G. Manias, Terry L. Morrison, Joel D. Moxley, Mark G. Stockard and Eric Guy were appointed as the President and CEO, CFO and Secretary, Senior Vice President-Operations and Commercial, Senior Vice President-Business Development, Vice President of Investor Relations and Treasurer and Vice President and Controller, respectively, of the General Partner.

(e) The Reporting Persons, as direct and indirect owners of the General Partner of the Issuer, may cause the Issuer to change its dividend policy or its capitalization, through the issuance of debt or equity securities, from time to time in the future. Except as set forth in this Schedule 13D (including under (a) above and Item 6 below with respect to settlement of the Promissory Note), the Reporting Persons, have no current intention of changing the present capitalization or dividend policy of the Issuer.

(j) Except as otherwise described in this Item 4, or as would occur upon completion of any of the matters discussed herein, none of the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the Listed Persons, as of the date of this Schedule 13D, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the common units, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional common units, dispose of some or all of their common units (or other equity interests in the Issuer) or continue to hold common units (and other equity interests) (or any combination or derivative thereof). In addition, without limitation, the Reporting Persons may engage in discussions with unitholders of the Issuer and other relevant parties or take other actions through their representatives on the board of directors of the General Partner or otherwise, concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer, in each case, subject to the terms and conditions of the Issuer Partnership Agreement and any other agreements entered into between such Reporting Person(s) and the Issuer.

Item 5.

Interest in Securities of the Issuer

The information set forth in Item 2 is hereby incorporated herein by reference.

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

(a) and (b). The following disclosure is based on 17,336,317 common units outstanding as of October 7, 2010. See Schedule I for the information applicable to the Listed Persons.

Gas Services Holdings holds 5,696,752 common units, representing approximately 32.9% of the outstanding common units. Gas Services Holdings also holds 11,513,625 subordinated units, which represent all of the outstanding subordinated units as of the date of this Schedule 13D. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer Partnership Agreement. The General Partner holds 469,944 general partner units and incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) in the Issuer.

As described in further detail in Items 3, 4 and 6, Crestwood Holdings holds the Promissory Note, which amounts payable thereunder may be paid, in whole or in part at the election of the holder, in equity of the Issuer.

Each of the Reporting Persons may be deemed to beneficially own the common units reported herein. The filing of this Schedule 13D shall not be construed as an admission that any person listed in Item 2 or this Item 5 is the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities reported herein.

(c) On October 7, 2010, in connection with the closing of the transactions contemplated by the Purchase Agreement, Thomas F. Darden, John W. Somerhalder II, Philip D. Gettig, Alvin Bledsoe and Eric Guy, each of whom is a Listed Person listed on Schedule I, received 65,624, 7,906, 6,015, 5,542 and 3,451 common units, respectively, in accordance with the vesting of their phantom units. Except in connection with the vesting of these phantom units and except as set forth elsewhere in this Schedule 13D, including without limitation Item 3, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons, has effected any transactions in the common units during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the partners, members, affiliates or shareholders of the Reporting Persons and any other persons named in Items 2 or 5(a) or the Listed Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common units.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference herein.

Issuer Partnership Agreement

The General Partner, as the sole general partner of the Issuer, and Gas Services Holdings, as a limited partner of the Issuer, and all other limited partners of the Issuer are party to the Issuer Partnership Agreement.

Cash Distributions

The Issuer Partnership Agreement requires the Issuer to distribute, at the end of each quarter, all of its cash on hand, less reserves established by the General Partner. The Issuer refers to this amount as “available cash.” The Issuer Partnership Agreement requires that the Issuer distribute all of its available cash each quarter in the following manner:

•

first, to the General Partner in accordance with its percentage interest in respect of all outstanding units and the remainder to the holders of common units, until each common unit has received a minimum quarterly distribution of $0.3000 plus any arrearages from prior quarters;

•

second, to the General Partner in accordance with its percentage interest in respect of all outstanding units and the remainder to the holders of subordinated units, until each subordinated unit has received a minimum quarterly distribution of $0.3000; and

•

third, to the General Partner in accordance with its percentage interest in respect of all outstanding units and the remainder to all unitholders, pro rata, until each unit has received a distribution of $0.3450.

If cash distributions to the unitholders exceed $0.3450 per unit in any quarter, the General Partner will receive, in addition to distributions based upon the percentage of its general partner units in respect of all outstanding units, increasing percentages, up to 48%, of the cash the Issuer distributes in excess of that amount.

Conversion of Subordinated Units

The subordination period generally will end when the Issuer has earned and paid at least $0.3000 per quarter on each outstanding common unit, subordinated unit and general partner unit for any three consecutive, non-overlapping four-quarter periods. If the Issuer has earned and paid at least $0.4500 per quarter (150% of the minimum quarterly distribution) on each outstanding common unit, subordinated unit and general partner unit for any four-quarter period, the subordination period will terminate automatically and all of the subordinated units will convert into an equal number of common units. The subordination period will also terminate automatically if the General Partner is removed without cause and the units held by the General Partner and its affiliates are not voted in favor of removal.

When the subordination period ends, all remaining subordinated units will convert into common units on a one-for-one basis, and the common units will no longer be entitled to arrearages.

Issuance of Additional Units

The Issuer Partnership Agreement authorizes the Issuer to issue an unlimited number of units on terms determined by the General Partner without unitholder approval.

Limited Voting Rights

The General Partner will control the Issuer and the unitholders will have only limited voting rights. Unitholders will have no right to elect the General Partner or its directors. The General Partner may not be removed, except by a vote of the holders of at least 66²/3% of the Issuer’s units, including units owned by the General Partner and its affiliates. The General Partner and its affiliate own an aggregate of approximately 59.3% of the common and subordinated units as of the date of this Schedule 13D.

Limited Call Right

If at any time the General Partner and its affiliates own more than 80% of the outstanding common units, the General Partner has the right, but not the obligation, to purchase all of the remaining common units at a price not less than the then current market price of the common units.

Registration Rights

Pursuant to the Issuer Partnership Agreement, the Issuer has agreed to register for resale under the Securities Act of 1933, as amended, and applicable state securities laws any common units, subordinated units or other partnership securities proposed to be sold by the General Partner or any of its affiliates or their assignees if an exemption from the registration requirements is not otherwise available. These registration rights continue for two years following any withdrawal or removal of Crestwood Midstream Partners GP LLC as the general partner. The Issuer is obligated to pay all expenses incidental to the registration, excluding underwriting discounts and fees.

General Partner’s Limited Liability Company Agreement

Under the First Amended and Restated Limited Liability Company Agreement of the General Partner (“General Partner LLC Agreement”), Gas Services Holdings has the right to elect the members of the board of directors of the General Partner.

Promissory Note

Amounts payable under the Promissory Note may, at the option of the holder of the Promissory Note, be paid, in whole or in part, using equity interests of the Issuer. The Promissory Note does not explicitly specify the specific type of partnership interest to be used to pay amounts outstanding under the Promissory Note. As of October 1, 2010, there was an approximately $58 million outstanding balance (principal plus accrued interest) outstanding under the Promissory Note. While the original maturity date of the Promissory Note is February 10, 2013 (subject to certain potential requirements to prepay portions of the outstanding principal amount prior to such time), pursuant to the terms of the new credit facility entered into by the Issuer in connection with the transactions contemplated by the Purchase Agreement and to the terms of the Crestwood Term Loan, the Promissory Note must be converted into common equity units of the Issuer within a set period of time after closing of the transactions contemplated by the Purchase Agreement (60 days in the case of the new credit facility entered into by the Issuer and 30 days in the case of the Crestwood Term Loan). The Reporting Persons intend for Crestwood Holdings, as holder of the Promissory Note, to elect to receive additional equity interests of the Issuer in satisfaction of the amounts payable pursuant to the Promissory Note. The Promissory Note provides that the Promissory Note may generally be prepaid in full or in part from time to time without premium or penalty.

To the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

References to, and descriptions of, each of the Purchase Agreement, Issuer Partnership Agreement, General Partner LLC Agreement and Promissory Note as set forth in or incorporated into this Item 6 are qualified in their entirety by reference to the copies of each such agreement filed as an exhibit to this Schedule 13D, each of which is incorporated in its entirety in this Item 6.

Item 7.

Material to Be Filed as Exhibits



Exhibit A		Purchase Agreement, dated as of July 22, 2010, by and among Crestwood Holdings LLC (f/k/a First Reserve Crestwood Holdings LLC), Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources, Inc. (filed herewith)

Exhibit B		Amendment No. 1 to the Purchase Agreement, dated as of September 27, 2010, by and among Crestwood Holdings LLC (f/k/a First Reserve Crestwood Holdings LLC), Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources, Inc. (filed herewith).

Exhibit C		Subordinated Promissory Note dated as of August 10, 2007, made by Crestwood Midstream Partners LP payable to the order of Quicksilver Resources Inc. (attached as Exhibit 10.2 to the Issuer’s Form 8-K filed with the Commission on August 16, 2007 and included herein by reference).

Exhibit D		Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP (attached as Exhibit 3.1 to the Issuer’s report on Form 8-K (File No. 001-33631) filed with the Commission on February 22, 2008 and incorporated herein in its entirety by reference).

Exhibit E		Credit Agreement dated as of October 1, 2010, among Crestwood Holdings LLC, 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 (filed herewith).

Exhibit F		First Amended and Restated Limited Liability Company Agreement of Crestwood Midstream Partners GP LLC (attached as Exhibit 3.4 to Amendment No. 4 to the Issuer’s registration statement on Form S-1 (File No. 333-140599) filed with the Commission on July 25, 2007 and incorporated herein in its entirety by reference).

Exhibit G		Joint Filing Statement (filed herewith).

[Signature Page Follows]

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Dated: October 7, 2010


Crestwood Gas Services Holdings LLC

By:		Crestwood Holdings LLC, its member

By:		/S/ ROBERT G. PHILLIPS
Name:		Robert G. Phillips
Title:		President

Crestwood Holdings LLC

By:		/S/ ROBERT G. PHILLIPS
Name:		Robert G. Phillips
Title:		President

Crestwood Holdings II LLC

By:		/S/ ROBERT G. PHILLIPS
Name:		Robert G. Phillips
Title:		President

Crestwood Holdings Partners, LLC

By:		/S/ ROBERT G. PHILLIPS
Name:		Robert G. Phillips
Title:		President

FR XI CMP Holdings LLC

By:		First Reserve GP XI, L.P., its member

By:		First Reserve GP XI, Inc., its general partner

By:		/S/ MICHAEL FRANCE
Name:		Michael France
Title:		Vice President

FR Midstream Holdings LLC

By:		First Reserve GP XI, L.P., its managing member

By:		First Reserve GP XI, Inc., its general partner



By:		/S/ MICHAEL FRANCE
Name:		Michael France
Title:		Vice President

First Reserve GP XI, L.P.

By:		First Reserve GP XI, Inc., its general partner

By:		/S/ MICHAEL FRANCE
Name:		Michael France
Title:		Vice President

First Reserve GP XI, Inc.

By:		/S/ MICHAEL FRANCE
Name:		Michael France
Title:		Vice President

William E. Macaulay

/S/ WILLIAM E. MACAULAY

SCHEDULE I

Officers of Crestwood Gas Services GP LLC

Robert G. Phillips

Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: Chief Executive Officer of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 0

William G. Manias

Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: Chief Financial Officer of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 0

Terry L. Morrison

Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: Senior Vice President of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 0

Joel D. Moxley

Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: Senior Vice President of Crestwood Holdings Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 0

Mark. G. Stockard

Address: c/o Crestwood Holdings Partners, LLC, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: Vice President-Treasurer and Relations of Crestwood Midstream Partners, LLC

Citizenship: USA

Amount Beneficially Owned: 0

Eric Guy

Address: c/o Crestwood Midstream Partners LP, 801 Cherry Street, Suite 3400, Fort Worth, Texas 76102

Principal Occupation: Vice President and Controller of Crestwood Midstream Partners LP

Citizenship: USA

Amount Beneficially Owned: 5,206 (less than 1%)

Board of Directors of Crestwood Gas Services GP LLC

Robert G. Phillips

(see above)

Timothy H. Day

Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Michael France

Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Vice President of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

J. Hardy Murchison

Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Joel Lambert

Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Associate General Counsel of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Alvin Bledsoe

Address: c/o Crestwood Midstream Partners LP, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 59,296 (less than 1%)

Philip D. Gettig

Address: c/o Crestwood Midstream Partners LP, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 14,932 (less than 1%)

John W. Somerhalder II

Address: c/o Crestwood Midstream Partners LP, 717 Texas Avenue, Suite 3150, Houston, Texas 77002

Principal Occupation: President, Chief Executive Officer and a Director of AGL Resources Inc., a publicly-held energy services holding company whose principal business is the distribution of gas

Citizenship: USA

Amount Beneficially Owned: 26,694 (less than 1%)

Thomas F. Darden

Address: c/o Quicksilver Resources Inc., 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102

Principal Occupation: Chairman of the Board of Quicksilver Resources Inc., a publicly-held oil and natural gas company

Citizenship: USA

Amount Beneficially Owned: 217,842 (1.26%) includes 76,100 common units held indirectly through Darden Irrevocable Asset Trust, of which Thomas F. Darden is a co-trustee

Officers of Crestwood Holdings LLC

Robert G. Phillips

(see above)

William G. Manias

(see above)

Terry L. Morrison

(see above)

Joel D. Moxley

(see above)

Officers of Crestwood Holdings II LLC

Robert G. Phillips

(see above)

William G. Manias

(see above)

Terry L. Morrison

(see above)

Joel D. Moxley

(see above)

Officers of Crestwood Holdings Partners, LLC

Robert G. Phillips

(see above)

William G. Manias

(see above)

Terry L. Morrison

(see above)

Joel D. Moxley

(see above)

Members of the Management Committee of Crestwood Holdings Partners, LLC

Timothy H. Day

(see above)

Michael France

(see above)

Robert G. Phillips

(see above)

Board of Directors of First Reserve GP XI, Inc.

William E. Macaulay

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Chairman and Chief Executive of First Reserve

Citizenship: USA

Amount Beneficially Owned: 5,696,752 (32.9%)

Anne E. Gold

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Chief Compliance Officer of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Jennifer C. Zarrilli

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Chief Financial Officer and Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Officers of First Reserve GP XI, Inc.

William E. Macaulay

(see above)

John A. Hill

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Vice Chairman of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Timothy H. Day

(see above)

Joseph R. Edwards

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Cathleen M. Ellsworth

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Anne E. Gold

(see above)

Will Honeybourne

Address: c/o FRC Founders Corporation, 600 Travis, Suite 6000, Houston, TX 77002

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Alex T. Krueger

Address: c/o FRC Founders Corporation, 7^th Floor, 25 Victoria St., London, SW1H OEX, United Kingdom

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Mark A. McComiskey

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Kenneth W. Moore

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Director of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

J. Hardy Murchison

(see above)

Alan G. Schwartz

Address: c/o FRC Founders Corporation, One Lafayette Place, Greenwich, CT 06830

Principal Occupation: Managing Directors of First Reserve

Citizenship: USA

Amount Beneficially Owned: 0

Jennifer C. Zarrilli

(see above)

EXHIBIT INDEX



Exhibit A		Purchase Agreement, dated as of July 22, 2010, by and among Crestwood Holdings LLC (f/k/a First Reserve Crestwood Holdings LLC), Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources, Inc. (filed herewith).

Exhibit B		Amendment No. 1 to the Purchase Agreement, dated as of September 27, 2010, by and among Crestwood Holdings LLC (f/k/a First Reserve Crestwood Holdings LLC), Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources, Inc. (filed herewith).

Exhibit C		Subordinated Promissory dated as of August 10, 2007, made by Crestwood Midstream Partners LP payable to the order of Quicksilver Resources Inc. (attached as Exhibit 10.2 to the Issuer’s Form 8-K filed with the Commission on August 16, 2007 and included herein by reference).

Exhibit D		Second Amended and Restated Agreement of Limited Partnership of Crestwood Midstream Partners LP (attached as Exhibit 3.1 to the Issuer’s report on Form 8-K (File No. 001-33631) filed with the Commission on February 22, 2008 and incorporated herein in its entirety by reference).

Exhibit E		Credit Agreement dated as of October 1, 2010, among Crestwood Holdings LLC, 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 (filed herewith).

Exhibit F		First Amended and Restated Limited Liability Company Agreement of Crestwood Gas Services GP LLC (attached as Exhibit 3.4 to Amendment No. 4 to the Issuer’s registration statement on Form S-1 (File No. 333-140599) filed with the Commission on July 25, 2007 and incorporated herein in its entirety by reference).

Exhibit G		Joint Filing Statement (filed herewith).

EX-99.A 2 dex99a.htm PURCHASE AGREEMENT Purchase Agreement

Exhibit A

EXECUTION COPY

PURCHASE AGREEMENT

dated as of

July 22, 2010

among

FIRST RESERVE CRESTWOOD HOLDINGS LLC,

COWTOWN GAS PROCESSING L.P.,

COWTOWN PIPELINE L.P.

AND

QUICKSILVER RESOURCES INC.

TABLE OF CONTENTS


		PAGE
	ARTICLE 1
	DEFINITIONS

Section 1.01.	Definitions	2
Section 1.02.	Other Definitional and Interpretative Provisions	11

	ARTICLE 2
	PURCHASE AND SALE

Section 2.01.	Purchase and Sale	12
Section 2.02.	Closing	12
Section 2.03.	Earn-Out Payments	13
Section 2.04.	Allocation	13
Section 2.05.	Proration of Closing Quarterly Dividend	14

	ARTICLE 3
	REPRESENTATIONS AND WARRANTIES OF SELLER

Section 3.01.	Corporate Existence and Power	14
Section 3.02.	Corporate Authorization	15
Section 3.03.	Governmental Authorization	15
Section 3.04.	No Undisclosed Liabilities of the KWK Entities; Activities of KWK Entities	16
Section 3.05.	Finder’s Fee	16
Section 3.06.	Capitalization; Ownership	16
Section 3.07.	Ownership of KGS Note	18
Section 3.08.	Noncontravention	18
Section 3.09.	KGS SEC Documents	18
Section 3.10.	Financial Statements; SOX Compliance	19
Section 3.11.	Absence of Certain Changes.	20
Section 3.12.	No Undisclosed Material Liabilities	20
Section 3.13.	Material Contracts	20
Section 3.14.	Litigation	22
Section 3.15.	Compliance with Laws and Court Orders	22
Section 3.16.	Properties	23
Section 3.17.	Intellectual Property	24
Section 3.18.	Environmental Matters	25
Section 3.19.	Employees	26


Section 3.20.	Benefit Plans	26
Section 3.21.	Taxes	28
Section 3.22.	Insurance	29
Section 3.23.	Related Party Transactions	29
Section 3.24.	Entire Business	29

	ARTICLE 4
	REPRESENTATIONS AND WARRANTIES OF BUYER

Section 4.01.	Corporate Existence and Power	30
Section 4.02.	Corporate Authorization	30
Section 4.03.	Governmental Authorization	30
Section 4.04.	Noncontravention	30
Section 4.05.	Purchase for Investment	31
Section 4.06.	Litigation	31
Section 4.07.	Financing	31
Section 4.08.	Finders’ Fees	31
Section 4.09.	Inspections; No Other Representations	31

	ARTICLE 5
	COVENANTS OF SELLER

Section 5.01.	Conduct and Operations	32
Section 5.02.	Access to Information	36
Section 5.03.	Confidentiality of Seller and the Selling Subsidiaries	37
Section 5.04.	Superior Proposals	37
Section 5.05.	Litigation Cooperation	40
Section 5.06.	Financing Cooperation	41
Section 5.07.	Non-Compete/Non-Solicit	42
Section 5.08.	Resignation of Directors	43
Section 5.09.	Termination of Related Party Transactions	43
Section 5.10.	Insurance Matters	43

	ARTICLE 6
	COVENANTS OF BUYER

Section 6.01.	Confidentiality	43
Section 6.02.	Access	44
Section 6.03.	Use of Seller’s Names and Marks	44

	ARTICLE 7
	COVENANTS OF BUYER AND SELLER

Section 7.01.	Reasonable Best Efforts; Further Assurances	45


Section 7.02.	Certain Filings	46
Section 7.03.	Public Announcements	46
Section 7.04.	Notice of Certain Events	46
Section 7.05.	Board of Directors	47
Section 7.06.	Surety Bonds	47
Section 7.07.	Transaction Documents	47
Section 7.08.	Master Services Agreements	48
Section 7.09.	Real Estate Matters	48
Section 7.10.	Automobiles	49

	ARTICLE 8
	TAX MATTERS

Section 8.01.	Allocation of Tax Items	49
Section 8.02.	Tax Returns	49
Section 8.03.	Transfer Taxes	50
Section 8.04.	Tax Indemnification	50
Section 8.05.	Survival; Exclusivity	52

	ARTICLE 9
	EMPLOYEE MATTERS

Section 9.01.	Employee Matters	52

	ARTICLE 10
	CONDITIONS TO CLOSING

Section 10.01.	Conditions to Obligations of All Parties	58
Section 10.02.	Conditions to Obligation of Buyer	59
Section 10.03.	Conditions to Obligation of Seller and the Selling Subsidiaries	59

	ARTICLE 11
	TERMINATION

Section 11.01.	Grounds for Termination	60
Section 11.02.	Effect of Termination	60

	ARTICLE 12
	SURVIVAL; INDEMNIFICATION

Section 12.01.	Survival	61
Section 12.02.	Indemnification	61
Section 12.03.	Third-Party Claim Procedures	62
Section 12.04.	Direct Claim Procedures	64

iii


Section 12.05.	Calculation of Damages	64
Section 12.06.	Assignment of Claims	66
Section 12.07.	Exclusivity	66

	ARTICLE 13
	MISCELLANEOUS

Section 13.01.	Notices	66
Section 13.02.	Amendments and Waivers	68
Section 13.03.	Expenses	68
Section 13.04.	Successors and Assigns	69
Section 13.05.	Governing Law	69
Section 13.06.	Jurisdiction	69
Section 13.07.	WAIVER OF JURY TRIAL	70
Section 13.08.	Counterparts; Effectiveness; Third-Party Beneficiaries	70
Section 13.09.	Entire Agreement	70
Section 13.10.	Severability	70
Section 13.11.	Disclosure Schedules	71
Section 13.12.	Specific Performance	71
Section 13.13.	Waiver of Conflicts; Attorney-Client Privilege	71


Exhibit A	–	Transition Services Agreement
Exhibit B	–	Determination of Earn-Out Payment
Exhibit C	–	Joint Operating Agreement
Exhibit D	–	Second Amendment to Gas Gathering Agreement (Lake Arlington Dry System)
Exhibit E	–	Assignment Agreement (Holdings LLC Interests)
Exhibit F	–	Assignment Agreement (KGS Note)
Exhibit G	–	Second Amendment to Sixth Amended and Restated Gas Gathering and Processing Agreement (Cowtown Facilities)
Exhibit H	–	Amendment to Gas Gathering Agreement (Alliance System)
Exhibit I	–	Liquids Assignment and Assumption Agreement

PURCHASE AGREEMENT

AGREEMENT (this “Agreement”) dated as of July 22, 2010 among First Reserve Crestwood Holdings LLC, a Delaware limited liability company (“Buyer”), Cowtown Gas Processing L.P., a Texas limited partnership (“Cowtown Gas”), Cowtown Pipeline L.P., a Texas limited partnership (“Cowtown Pipeline”, and together with Cowtown Gas, the “Selling Subsidiaries”), and Quicksilver Resources Inc., a Delaware corporation (“Seller”).

W I T N E S S E T H :

WHEREAS, Seller, through its 100% ownership of the Selling Subsidiaries, owns 100% of the outstanding membership interests (the “Holdings LLC Interests”) of Quicksilver Gas Services Holdings LLC, a Delaware limited liability company (“Holdings LLC”);

WHEREAS, Holdings LLC owns (i) 100% of the outstanding membership interests (the “Gas Services GP LLC Interests”) of Quicksilver Gas Services GP LLC, a Delaware limited liability company (“Gas Services GP”), (ii) 5,696,752 Common Units (as defined below), and (iii) 11,513,625 Subordinated Units (as defined below);

WHEREAS, Gas Services GP owns 469,944 General Partner Units (as defined below) and 100% of the outstanding Incentive Distribution Rights (as defined below);

WHEREAS, on August 10, 2007 Quicksilver Gas Services LP, a Delaware limited partnership (“KGS”) executed that certain Subordinated Promissory Note payable to Seller in the original principal amount of $50,000,000 (the “KGS Note”); and

WHEREAS, Buyer desires to purchase the Holdings LLC Interests from the Selling Subsidiaries and the KGS Note from Seller, and Seller desires to sell the KGS Note to Buyer and to cause the Selling Subsidiaries to sell the Holdings LLC Interests to Buyer, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) As used herein, the following terms have the following meanings:

“Accounting Firm” means a nationally recognized firm of independent accountants agreed upon by Seller and Buyer.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that after the Closing Date none of the Sold Entities shall be considered an Affiliate of Seller and each of the Sold Entities will be an Affiliate of Buyer.

“Amendment to the Gas Gathering Agreement” means the Amendment to the Gas Gathering Agreement substantially in the form attached hereto as Exhibit H.

“Applicable Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“Balance Sheet Date” means December 31, 2009.

“Benefit Plan” means any and all “employee benefit plans” within the meaning of Section 3(3) of ERISA (including multiemployer plans within the meaning of Section 3(37) of ERISA) and any and all employment, deferred compensation, change in control, severance, termination, loan, employee benefit, retention, bonus, pension, profit sharing, savings, retirement, welfare, incentive compensation, stock or equity-based compensation, stock purchase, stock appreciation, fringe benefit, vacation, paid time off or other similar agreements, plans, programs, policies, understandings or arrangements, whether oral or written, formal or informal, legally binding or not.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.

“Business Employee” means each of the individuals set forth on Section 3.19(c) of the Seller Disclosure Schedules.

“Business Employee Plan” means each Benefit Plan (i) that is sponsored, maintained, provided or contributed to or required to be sponsored, maintained,

provided or contributed to by Seller or any of its Subsidiaries, including any of the Sold Entities, or to which Seller or any of its Subsidiaries, including any of the Sold Entities is a party, in each case providing compensation or benefits to any current or former employee or director of any of the Sold Entities or any current or former Seconded Employee or (ii) under which any of the Sold Entities has had or has any present or future liability.

“Class B Units” has the meaning set forth in the KGS Partnership Agreement.

“Closing Date” means the date of the Closing.

“Code” means the United States Internal Revenue Code of 1986.

“Common Units” has the meaning set forth in the KGS Partnership Agreement.

“Contract” means a note, bond, mortgage, indenture, deed of trust, license, lease, agreement, contract or other legally binding instrument or contractual obligation.

“Debt Financing” means the debt financing contemplated by the commitment letter with the Financing Sources and the term sheets attached thereto, and any replacement financing that Buyer may seek to obtain in the event that the aforementioned debt financing otherwise becomes unavailable.

“Earn-Out Payment” has the meaning assigned to such term on Exhibit B to this Agreement.

“Effective Hire Date” means (i) for Business Employees, the Closing Date; and (ii) for Inactive Business Employees, if later than the Closing Date, the date of their return to active employment with Buyer or any of its Affiliates.

“Environmental Laws” means any Applicable Law relating to the protection of the environment, natural resources, wildlife or human health (to the extent relating to exposure to toxic or hazardous materials).

“Environmental Permits” means any and all permits, licenses, registrations, approvals, exemptions and any other authorization in each case required under any Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” of any entity means any other entity (whether or not incorporated) which, together with such entity, would be treated as a single employer under Section 414 of the Code.

“Financing Sources” means the Persons that have committed to provide or otherwise entered into agreements to provide debt financing in connection with the Debt Financing, including Bank of America, N.A., Banc of America Securities LLC, BNP Paribas, BNP Paribas Securities Corp., Royal Bank of Canada, RBC Capital Markets and those Persons named in any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto together with their Affiliates, officers, directors, employees and representatives involved in such debt financing and their successors and assigns (other than, in each case, First Reserve Fund XII, L.P. and its Affiliates together with its and their respective officers, directors, employees and representatives).

“GAAP” means generally accepted accounting principles in the United States.

“General Partner Units” has the meaning set forth in the KGS Partnership Agreement.

“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental authority, department, court, agency or official, including any political subdivision thereof, and any arbitrating body, commission or quasi-governmental authority or self-regulating organization of competent authority exercising or enlisted to exercise similar power or authority.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Incentive Distribution Right” has the meaning set forth in the KGS Partnership Agreement.

“Indebtedness” means (i) any indebtedness or other liability or obligation for borrowed money (including accrued but unpaid interest); (ii) any indebtedness or other liability or obligation for the deferred and unpaid purchase price of property or services (excluding, for the avoidance of doubt, current trade payables in the ordinary course of business); (iii) any other indebtedness or other liability or obligation that is evidenced by a note, bond (other than surety bonds), debenture or similar instrument; (iv) any and all indebtedness or other liabilities and amounts owed in respect of acceleration, termination, cancellation or prepayment of any indebtedness for borrowed money; (v) any indebtedness under financing or capital leases; (vi) any indebtedness secured by a Lien on any property of the Sold Entities; and (vii) any indebtedness or other liability or obligation that would otherwise be classified as “debt” on a balance sheet of any Sold Entity or KGS on a consolidated basis, in any such case, prepared in accordance with GAAP on a consistent basis.

“Intellectual Property Right” means any trademark, service mark, trade name, mask work, invention, patent, trade secret, copyright, Internet domain name, and know-how (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary intellectual property right.

“Joint Operating Agreement” means a joint operating agreement among KGS, Seller and Gas Services GP substantially in the form attached hereto as Exhibit C.

“KGS Balance Sheet” means the audited consolidated balance sheet of KGS and its subsidiaries as of December 31, 2009 and the footnotes thereto set forth in the KGS 10-K.

“KGS Entities” means KGS and each of the Subsidiaries.

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

“KGS 10-K” means KGS’ annual report on Form 10-K for the fiscal year ended December 31, 2009.

“knowledge of Seller”, “Seller’s knowledge” or any other similar knowledge qualification in this Agreement means to the actual knowledge after reasonable inquiry of Glenn Darden, Philip W. Cook, Thomas F. Darden and Jeff Cook.

“KWK Entities” means Holdings LLC and Gas Services GP.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance in respect of such property or asset.

“Liquids Assignment and Assumption Agreement” means the Liquids Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit I.

“Material Adverse Effect” means 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, taken as a whole, excluding any change, event, circumstance, development or occurrence to the extent resulting from, arising out of or relating to (i) this Agreement (including the execution and announcement thereof) or the transactions contemplated hereby (provided that the exception in this clause (i) shall not apply to Section 3.08(iii)), (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 or GAAP, (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 this 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 on the New York Stock Exchange, 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 whether a Material Adverse Effect has occurred) or (b) the ability of Seller or the Selling Subsidiaries to perform their respective obligations under or arising out of this Agreement or the other Transaction Documents and to consummate the transactions contemplated hereby and thereby, except to the extent relating to those matters set forth in Section 1.01 of the Seller Disclosure Schedules.

“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other toxic or hazardous substances of any kind, in each case that are regulated pursuant to or could give rise to liability under any Environmental Law.

“1933 Act” means the Securities Act of 1933.

“1934 Act” means the Securities Exchange Act of 1934.

“Omnibus Agreement” means that Omnibus Agreement among Gas Services GP, Seller and KGS, dated as of the date of closing of KGS’ initial public offering.

“Organizational Documents” means, with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments or modifications thereto.

“Partnership Interests” means Common Units, General Partner Units, Incentive Distribution Rights, Class B Units and Subordinated Units.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Post-Closing Tax Period” means any Tax period beginning after the Closing Date; and, with respect to a Straddle Tax Period, the portion of such Tax period beginning after the Closing Date.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date; and, with respect to a Straddle Tax Period, the portion of such Tax period ending on the Closing Date.

“Quicksilver Counties” means the following counties in the State of Texas: Denton, Hood, Somervell, Johnson, Tarrant, Parker, Bosque and Erath.

“Release” means any release, spill, leak, discharge, disposal of, pumping, pouring, emitting, emptying, injecting, escaping, leaching, or dumping.

“Second Amendment to Gas Gathering Agreement” means Second Amendment to Gas Gathering Agreement substantially in the form attached hereto as Exhibit D.

“Second Amendment to Sixth Amended and Restated Gas Gathering and Processing Agreement” means Second Amendment to Sixth Amended and Restated Gas Gathering and Processing Agreement substantially in the form attached hereto as Exhibit G.

“Seconded Employee” has the meaning set forth in the Secondment Agreement.

“Secondment Agreement” means the Services and Secondment Agreement, dated as of August 10, 2007, by and between Seller and Gas Services GP.

“Seller Disclosure Schedules” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Seller to Buyer prior to the execution and delivery of this Agreement.

“Seller’s Names and Marks” means the names and marks “Quicksilver” and “KGS” and any name or mark confusingly similar to or including any of the foregoing.

“Sold Entities” means each of Holdings LLC, Gas Services GP, KGS and the Subsidiaries.

“Sold Entities Intellectual Property Rights” means all Intellectual Property Rights owned by the Sold Entities.

“SOX” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

“Straddle Tax Period” means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

“Subordinated Units” has the meaning set forth in the KGS Partnership Agreement.

“Subsidiary” means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors, managers, general partner or other persons performing similar functions are directly or indirectly owned or controlled by KGS.

“Tax” means (i) any tax or like fee, charge, levy or other assessment imposed by any Governmental Authority, including any excise, property, income, sales, transfer, margin, franchise, payroll, withholding or social security (including, but not limited to, withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority and (ii) any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of any of the Sold Entities being a member of an affiliated, consolidated or combined group with any other corporation at any time on or prior to the Closing Date.

“Tax Return” means all returns, declarations, reports, forms, estimates, information returns, statements or other documents (including any related or

supporting information or schedules) filed or required to be filed with or supplied to any Governmental Authority in connection with any Taxes and including any supplement or amendment thereof.

“Third Party” means any Person other than Seller, Buyer or any of their respective Affiliates.

“Transaction Documents” means this Agreement, the Confidentiality Agreement, the Transition Services Agreement, the Joint Operating Agreement, Second Amendment to Sixth Amended and Restated Gas Gathering and Processing Agreement, Amendment to the Gas Gathering Agreement, the Liquids Assignment and Assumption Agreement and Second Amendment to Gas Gathering Agreement.

“Transaction Expenses” means all fees and expenses of Seller and its Affiliates (other than KGS and the Subsidiaries) in connection with the negotiation, preparation and delivery of the Transaction Documents and the consummation of the purchase and sale of the Holdings Interests and the transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Taxes” means federal, state, local or foreign or other excise, sales, use, value added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar taxes and fees that may be imposed or assessed as a result of the transactions contemplated by this Agreement, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Transition Services Agreement” means a transition services agreement between Seller and KGS substantially in the form attached hereto as Exhibit A.

“Treasury Regulations” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provisions or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.

“WARN” means the Federal Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local law.

(b) Each of the following terms is defined in the Section set forth opposite such term:


Term		Section
Acceptable Confidentiality Agreement		5.04(b)
Acquisition Proposal		5.04(e)(i)
Agreement		Preamble
Alternative Transaction		13.03(b)
Allocation Schedule		2.04(a)
Assumed FSA Balance		9.01(i)
Buyer		Preamble
Buyer FSA		9.01(i)
Buyer Warranty Breach		12.02(b)
Capex Budget		5.01(b)
Certificate of Creditable Coverage		9.01(e)
Closing		2.02
Closing Payment		2.01(a)
Confidentiality Agreement		6.01
Continuation Coverage		9.01(p)
Cowtown Gas		Preamble
Cowtown Pipeline		Preamble
Creditors’ Rights		3.02
Current Employee		9.01(b)
Current Representation		13.13(a)
Damages		12.02(a)
Designated Person		13.13(a)
ERISA Affiliate		3.20(d)
Fundamental Representations		10.02(b)
Gas Services GP		Preamble
Gas Services GP LLC Interests		Preamble
Holdings LLC		Preamble
Holdings LLC Interests		Preamble
Indemnified Party		12.03(a)
Indemnifying Party		12.03(a)
KGS		Preamble
KGS Note		Preamble
KGS SEC Documents		3.09
Legal Requirement		3.15
Material Contracts		3.13(c)
Master Services Agreement		7.08
Notice		5.04(d)(ii)
Permitted Liens		3.16
Post-Closing Representation		13.13(a)
Potential Contributor		12.06
Preceding Quarter		2.05(b)
Pro-Rata Distribution Amount		2.05(a)
Purchase Price		2.01


Term		Section
Qualifying Buyer Warranty Breach		12.02(b)
Qualifying Warranty Breach		12.02(a)
Relevant Period		9.01(c)
Representatives		5.04(a)
Restricted Businesses		5.07(a)
Right-of-Way		3.16(b)
SEC		3.09
Securities		2.01
Seller		Preamble
Seller FSA		9.01(i)
Selling Subsidiaries		Preamble
Superior Proposal		5.04(e)(ii)
Tax Damages		8.04(a)
Tax Indemnified Party		8.04(d)
Tax Indemnifying Party		8.04(d)
Third-Party Claim		12.03(a)
Termination Date		11.01(b)
Terminating Partnership		8.01
Termination Fee		13.03(a)
Third Quarter Financials		5.06(a)
2007 Equity Plan		3.06(a)
Warranty Breach		12.02(a)

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 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

PURCHASE AND SALE

Section 2.01. Purchase and Sale. Upon the terms and subject to the conditions of this Agreement at the Closing (i) the Selling Subsidiaries shall, and Seller shall cause the Selling Subsidiaries to, sell to Buyer, and Buyer agrees to purchase from the Selling Subsidiaries, the Holdings LLC Interests, free and clear of any Liens and (ii) Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the KGS Note, free and clear of any Liens (together with the Holdings LLC Interests, the “Securities”). The purchase price for the Securities (the “Purchase Price”) shall be paid as provided in Section 2.02 and shall be the aggregate of:

(a) $701,000,000 in cash payable at Closing (the “Closing Payment”); and

(b) any Earn-Out Payment which may become payable after Closing pursuant to Section 2.03.

Section 2.02. Closing. Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Securities hereunder shall take place at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York, as soon as possible, but in no event later than two Business Days, after satisfaction of the conditions set forth in Article 10 (other than any conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing), or at such other time or place as Buyer and Seller may agree in writing; provided that, unless otherwise agreed in writing by Buyer and Seller, the Closing shall not occur earlier than October 7, 2010; provided further, however, that in the event that the Closing does not occur on or prior to October 31, 2010, the Closing shall not, unless otherwise agreed by Buyer, occur until the later of (x) December 9, 2010 and (y) 30 days after Seller’s delivery to Buyer of the Third Quarter Financials. At the Closing:

(a) Buyer shall deliver to Seller (or one or more Affiliates of Seller as designated prior to Closing by Seller) the Closing Payment in immediately

available funds by wire transfer to an account of Seller (or one or more Affiliates of Seller as designated prior to Closing by Seller) designated by Seller, by notice to Buyer, which notice shall be delivered not later than two Business Days prior to the Closing Date.

(b) Buyer and each of the Selling Subsidiaries shall execute and deliver an agreement of assignment assigning to Buyer all of the Selling Subsidiaries’ right, title and interest in, to and under the Holdings LLC Interests substantially in the form attached hereto as Exhibit E;

(c) Buyer and Seller shall execute and deliver an agreement of assignment assigning to Buyer all of Seller’s right, title and interest in, to and under the KGS Note in substantially the form attached hereto as Exhibit F; and

(d) Seller shall deliver to Buyer the written resignations requested by Buyer or otherwise required to be delivered by Seller, in each case, pursuant to Section 5.08.

Section 2.03. Earn-Out Payments. Buyer shall pay to Seller any Earn-Out Payment as and when determined in accordance with Exhibit B, in cash in immediately available funds by wire transfer to an account designated by Seller by notice to Buyer. Solely for U.S. federal income tax purposes, a portion of any Earn-Out Payment shall be treated as interest as required by Section 483 or 1274 of the Code.

Section 2.04. Allocation. (a) As soon as practicable after Closing (but in no event later than 60 days after Closing), Buyer shall deliver to Seller a schedule setting forth the fair market value of the KGS Note and the assets of the KWK Entities and the KGS Entities (the “Allocation Schedule”) for tax purposes (which, for the avoidance of doubt, shall be in the aggregate based on the Purchase Price and such other items, such as liabilities of the KWK Entities and the KGS Entities, as are appropriately taken into account). Seller shall have the right to consent to the allocation contained in the Allocation Schedule (such consent not to be unreasonably withheld). If Seller does not consent to the Allocation Schedule within 20 days of its delivery by Buyer, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days, Buyer and Seller shall submit such dispute to the Accounting Firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected in the Allocation Schedule shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by Buyer and 50% by Seller.

(b) For all Tax purposes, except as mandated by Applicable Law, the parties hereto agree to treat, and to cause their respective Affiliates to treat, any payment to any party required by Sections 2.03, 2.05, 8.02, 8.04 and 12.02 of this Agreement as an adjustment to the Purchase Price.

Section 2.05. Proration of Closing Quarterly Dividend. (a) Within three Business Days after Buyer or any of its Affiliates receives the regular quarterly cash distribution paid by KGS in respect of the quarter in which the Closing occurs, Buyer shall pay to Seller an amount in cash equal to the Pro Rata Distribution Amount. The “Pro Rata Distribution Amount” shall equal the product of (a) the aggregate amount of the cash distribution received by Buyer or any of its Affiliates from KGS in respect of the Partnership Interests to be purchased indirectly by Buyer pursuant to this Agreement multiplied by (b) a fraction, the numerator of which is the number of days in such quarter prior to and including the Closing Date, and the denominator of which is the number of days in such quarter.

(b) In the event that the Closing Date occurs on or before the record date relating to the distribution by KGS for the quarter immediately preceding the quarter in which the Closing occurs (the “Preceding Quarter”), in addition to any amounts to be paid by Buyer to Seller pursuant to Section 2.05(a), Buyer shall pay to Seller 100% of the quarterly cash distribution received by Buyer or any of its Affiliates from KGS in respect of the Partnership Interests to be purchased indirectly by Buyer pursuant to this Agreement for the Preceding Quarter. The payment shall be made no later than three Business Days following the receipt by Buyer or any of its Affiliates of such distribution.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in (i) the Seller Disclosure Schedules, subject to the provisions of Section 13.11 or (ii) the KGS SEC Documents that are publicly available prior to the date hereof (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), Seller and the Selling Subsidiaries jointly and severally represent and warrant to Buyer as of the date hereof and as of the Closing Date that:

Section 3.01. Corporate Existence and Power. Seller, each of the Selling Subsidiaries and each of the Sold Entities is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate (or similar) power and all material governmental licenses, qualifications, authorizations, registrations, permits, consents, variances

and approvals required to carry on their respective businesses as now conducted. The Sold Entities are in material compliance with all such governmental licenses, qualifications, authorizations, registrations, permits, consents and approvals, and no suspension, revocation, cancellation or declaration of invalidity of any such licenses, qualifications, authorizations, registrations, permits, consents, variances or approvals is pending, or to the knowledge of Seller, threatened. Each Sold Entity is duly qualified to do business as a foreign corporation or other applicable entity and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All of the outstanding capital stock, equity interests or other voting securities of each Subsidiary is owned by KGS, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities).

Section 3.02. Corporate Authorization. The execution, delivery and performance by Seller and the Selling Subsidiaries of this Agreement and each of the other Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby are within Seller’s and the Selling Subsidiaries’ corporate (or similar) powers and have been duly authorized by all necessary corporate action on the part of Seller and each of the Selling Subsidiaries. Each of the transactions described in Section 7.07 (other than Section 7.07(a)(iii)) have been approved by the Conflicts Committee of Gas Services GP on or prior to the date hereof. This Agreement is, and the other Transaction Documents to which they are a party are or will be when executed and delivered at the Closing, as applicable, duly executed and delivered by Seller and/or the Selling Subsidiaries, as applicable. This Agreement constitutes, and each of the other Transaction Documents entered into or to be entered at the Closing by them will constitute when entered into a valid and binding agreement of Seller and/or the Selling Subsidiaries, as applicable, enforceable against Seller and/or the Selling Subsidiaries in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”).

Section 3.03. Governmental Authorization. The execution, delivery and performance by Seller and the Selling Subsidiaries of this Agreement and each of the other Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing or notification by Seller or any Selling Subsidiary with any

Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act; (ii) compliance with any applicable requirements of the 1934 Act; and (iii) any such action or filing as to which the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.04. No Undisclosed Liabilities of the KWK Entities; Activities of KWK Entities. There are no liabilities of any KWK Entity of any kind (whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable or otherwise), other than liabilities set forth on Section 3.04 of the Seller Disclosure Schedule. Holdings LLC does not have any assets (other than its equity ownership in Gas Services GP and KGS), employees or is otherwise party to any Contract (other than its Organizational Documents). Holdings LLC does not and has not conducted any operations or business other than its holding of equity in Gas Services GP and KGS.

Section 3.05. Finder’s Fee. (a) Except for UBS Securities LLC, whose fees will be paid by Seller, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller or any of its subsidiaries or Affiliates who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

(b) None of the Sold Entities have incurred or will be liable for any Transaction Expenses.

Section 3.06. Capitalization; Ownership. (a) Seller indirectly owns 100% of the outstanding equity interests of each Selling Subsidiary. The Selling Subsidiaries are the sole owners, beneficially and of record, of 100% of the outstanding Holdings LLC Interests free and clear of any Lien and will transfer and deliver to Buyer at the Closing good and valid title to the Holdings LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Holdings LLC is the sole owner, beneficially and of record, of (i) 100% of the outstanding Gas Services GP LLC Interests free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities), (ii) 5,696,752 Common Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities) and (iii) 11,513,625 Subordinated Units free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). Gas Services

GP is the sole owner, beneficially and of record, of (x) 469,944 General Partner Units, which constitute 100% of the outstanding General Partner Units and (y) 100% of the outstanding Incentive Distribution Rights, in each case, free and clear of any Lien and, except as expressly set forth in the KGS Partnership Agreement, free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities). As of the date of this Agreement, there were 16,988,429 Common Units outstanding, 11,513,625 Subordinated Units outstanding, 469,944 General Partner Units outstanding and 547,772 Phantom Units outstanding under KGS’ Second Amended and Restated 2007 Equity Plan (the “2007 Equity Plan”), of which 516,263 represent the right to receive 516,263 Common Units upon vesting of such Phantom Units and 31,509 represent the right to receive a cash payment equal to the Fair Market Value (as defined under the 2007 Equity Plan) of a Common Unit upon the vesting of such Phantom Unit, in each case, pursuant to the terms of the 2007 Equity Plan. There are no Class B Units outstanding.

(b) All of the outstanding Holdings LLC Interests, Gas Services GP LLC Interests, Common Units, Subordinated Units, General Partner Units and Incentive Distribution Rights have been duly authorized and validly issued in accordance with the KGS Partnership Agreement and are fully paid (to the extent required under the KGS Partnership Agreement) and non-assessable (except as such nonassessability is affected by the Delaware Revised Uniform Limited Partnership Act) and were not issued in violation of any pre-emptive rights, right of first refusal, right of first offer or similar rights of any Person. Except as set forth in this Section 3.06, there are no outstanding (i) units of capital stock, equity interests or voting securities of any of the Sold Entities, (ii) securities of any of the Sold Entities convertible into or exchangeable or exercisable for shares of capital stock, equity interests or voting securities of the Sold Entities or equity-based awards or (iii) options or other rights to acquire from Seller, the Selling Subsidiaries or any of the Sold Entities, or other obligation (whether firm or contingent) of any of the Sold Entities to issue, any capital stock, equity interests, voting securities or securities convertible into or exchangeable or exercisable for capital stock, equity interests or voting securities of any of the Sold Entities. There are no outstanding obligations of any of the Sold Entities to repurchase, redeem or otherwise acquire any of the securities referred to in Sections 3.06(b)(i), 3.06(b)(ii) and 3.06(b)(iii) (or Section 3.06(a)).

(c) None of the Sold Entities has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) with the holders of equity interests in such Sold Entities on any matter or with respect to any matter pertaining to any Sold Entity.

(d) Except for its ownership of equity interests in another Sold Entity, no Sold Entity owns any equity interests or other securities in any other Person or has any obligation or commitment to make any investment in or otherwise acquire any equity interests or other securities of any Person. A true and complete list of each Subsidiary and the equityholders thereof is set forth in Section 3.06(d) of the Seller Disclosure Schedules.

(e) There are no voting trusts, proxies, agreements, commitments or understandings of any character to which Seller or the Selling Subsidiaries are bound with respect to the voting or transfer of the equity interests or other securities of the KWK Entities. There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which any KGS Entity is a party or by which any of them is bound with respect to the holding, voting or disposition of any shares of capital stock or other equity interests or securities of any KGS Entity.

Section 3.07. Ownership of KGS Note. Seller is the record and beneficial owner of the KGS Note and will transfer and deliver to Buyer at the Closing valid title to the KGS Note free and clear of any Lien.

Section 3.08. Noncontravention. The execution, delivery and performance by Seller and the Selling Subsidiaries of this Agreement and the other Transactions Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with the Organizational Documents of Seller, the Selling Subsidiaries or any of the Sold Entities, (ii) assuming compliance with the matters referred to in Section 3.03, violate or conflict with any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of Seller, the Selling Subsidiaries or any of the Sold Entities or to a loss of any benefit to which Seller, the Selling Subsidiaries or any of the Sold Entities is entitled under any provision of any Contract binding upon Seller, the Selling Subsidiaries or any of the Sold Entities or (iv) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien (other than Permitted Liens) upon any assets or properties of the Sold Entities, except in the case of clauses (ii), (iii) and (iv), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.09. KGS SEC Documents. KGS has timely filed with or furnished to the Securities and Exchange Commission (the “SEC”) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by KGS since January 1, 2009 (collectively, together with any exhibits and schedules thereto and other

information incorporated therein, and as the same may have been supplemented, modified or amended since the time of filing, the “KGS SEC Documents”). As of its filing date (and as of the date of any amendment), each KGS SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each KGS SEC Document did not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Section 3.10. Financial Statements; SOX Compliance. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of KGS included or incorporated by reference in the KGS SEC Documents fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of KGS and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations, partners’ capital and cash flows for the periods then ended (subject to normal year-end audit adjustments that are not expected to be, individually or in the aggregate, material to KGS on a consolidated basis and the absence of footnotes in the case of any unaudited interim financial statements).

(b) KGS is and has been since January 1, 2009, in compliance in all material respects with the provisions of SOX applicable to it and the certifications provided pursuant to Sections 302 and 906 thereof were accurate when made. None of KGS or the Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

(c) KGS and the Subsidiaries have established and maintain internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the 1934 Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. KGS and the Subsidiaries have designed and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act) to ensure that material information required to be disclosed by KGS and the Subsidiaries in the KGS SEC Documents, or in the documents to be filed or furnished by Seller to the SEC, as applicable, that KGS or Seller, as applicable, files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the KGS’s or Seller’s, as applicable, officers by others as appropriate to allow timely decisions regarding required disclosure in accordance with the requirements of the 1934 Act.

(d) KGS has disclosed, based on the most recent evaluation, to its auditors, the audit committee of the Gas Services GP’s Board of Directors and to Buyer, and Seller has disclosed, based on the most recent evaluation, to its auditors, the audit committee of its board of directors and to Buyer (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect any of KGS’ and the Subsidiaries’ ability to record, process, summarize and report financial and information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the KGS’ and the Subsidiaries’ internal control over financial reporting.

Section 3.11. Absence of Certain Changes. Since the Balance Sheet Date there has not been any Material Adverse Effect. Since the Balance Sheet Date through the date of this Agreement, (a) the business of each of the Sold Entities has been conducted in the ordinary course consistent with past practices, (b) Holdings LLC has not conducted any business or operations other than the direct or indirect holding of equity interests in the KGS Entities (c) the assets of the Sold Entities have been operated and maintained as a gathering system exempt from FERC jurisdiction under Section 1(b) of the Natural Gas Act; (d) there has not been any damage, destruction or loss to any of the assets of the Sold Entities, whether or not covered by insurance, that would be material to the Sold Entities, taken as a whole; and (e) none of Seller, the Selling Subsidiaries or the Sold Entities has agreed, resolved, authorized or committed to do or otherwise taken any action which, if it had been taken or done after the date of this Agreement would require the prior written consent of Buyer under Sections 5.01(b)(iv), (v), (vi), (vii), (x) or (xiv) or Section 5.04(c).

Section 3.12. No Undisclosed Material Liabilities. There are no liabilities of any KGS Entity of any kind (whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable or otherwise), other than (i) liabilities disclosed, reflected, reserved against or otherwise provided for in the KGS Balance Sheet or disclosed in the notes thereto; (ii) liabilities which, if known, would not be required under GAAP to be shown on the KGS Balance Sheet or disclosed in the notes thereto in accordance with GAAP; (iii) liabilities incurred in the ordinary course of business since the Balance Sheet Date; and (iv) other undisclosed liabilities which, individually or in the aggregate, are not material to KGS and the Subsidiaries, taken as a whole.

Section 3.13. Material Contracts. (a) True and complete copies of the Organizational Documents as in effect on the date hereof of each of the Sold Entities have been provided to Buyer prior to the date hereof.

(b) As of the date hereof, no Sold Entity is a party to or bound by:

(i) any lease (whether of real or personal property) providing for annual rentals of $250,000 or more that cannot be terminated by any Sold Entity on not more than 60 days’ notice without payment by such Sold Entity of any material penalty;

(ii) except as contemplated by the Capex Budget, any agreement for the purchase of materials, supplies, goods, services, equipment or other assets that cannot be terminated by any Sold Entity on not more than 60 days’ notice without payment by any of the Sold Entities of any material penalty;

(iii) any sales, distribution or other similar agreement providing for the sale by any of the Sold Entities of materials, supplies, goods, services, equipment or other assets that provides for annual payments to any of the Sold Entities of $100,000 or more;

(iv) any partnership, joint venture or other similar agreement or arrangement;

(v) any Contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) with a purchase price of $100,000 or more;

(vi) any Contract relating to the creation, incurrence, assumption or guarantee of any Indebtedness, except any such Contract with an aggregate outstanding principal amount not exceeding $5,000,000;

(vii) any Contract that limits the freedom of any of the Sold Entities and/or their Affiliates to compete in any line of business or with any Person or in any area;

(viii) any material Contract that relates to any commodity or interest rate swap, cap or collar or other similar hedging or derivate transactions;

(ix) any Contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each case that involves annual revenues or payments in excess of $5,000,000;

(x) except as contemplated by the Capex Budget, any Contract relating to the construction of capital assets or other capital expenditures; or

(xi) any Contract with Seller or any of its Affiliates (other than the Sold Entities) or any director or officer of Seller or any of its Affiliates that will not be terminated at or prior to the Closing without premium, penalty or payment on the part of any party thereto.

(c) As of the date hereof, each Contract required to be disclosed pursuant to Section 3.13(b) or Section 3.17(b) (collectively, the “Material Contracts”) is a valid and binding agreement of a Sold Entity and is in full force and effect. As of the date hereof, no Sold Entity or, to the knowledge of Seller, any other party thereto is in default or breach in any respect under the terms of any such Contract, except for any such defaults or breaches which would not, individually or in the aggregate, reasonably be expected to be material to the Sold Entities, taken as a whole. Except as contemplated by the Transaction Documents, as of the date hereof, no party to any Material Contract has, to the knowledge of Seller, threatened or intends to cancel, terminate or modify any Material Contract. Seller has made available to Buyer prior to the date hereof a true and correct copy of each Material Contract.

Section 3.14. Litigation. There are no actions, suits, investigations or proceedings pending against or, to the knowledge of Seller, threatened (including any cease and desist letter and invitation to take a license) against, Holdings LLC or Gas Services GP (other than in its capacity as general partner of KGS) before any Governmental Authority. There is no action, suit, investigation or proceeding pending against, or, to the knowledge of Seller, threatened (including any cease and desist letter and invitation to take a license) against, Gas Services GP (in its capacity as general partner of KGS) or the KGS Entities before any Governmental Authority which is reasonably likely to be, individually or in the aggregate, material to the KGS Entities, taken as a whole, or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or any of the other Transaction Documents; provided that, for purposes of Seller’s indemnification obligations for Warranty Breaches pursuant to Section 12.02(a), the representation and warranty made in the second sentence of this Section 3.14 will be deemed to be made only as of the date of this Agreement.

Section 3.15. Compliance with Laws and Court Orders. (a) Each Sold Entity is and has been since January 1, 2009 in compliance with, and no Sold Entity is, or has been since January 1, 2009, in violation of (or has received any notices of violation with respect to) any Applicable Law, except, in the case of the KGS Entities and Gas Services GP in its capacity as general partner of KGS, for

violations which would not, individually or in the aggregate, reasonably be expected to be material to the Sold Entities, taken as a whole. None of the Sold Entities, or any of their respective assets or properties, is, or has been since January 1, 2009, subject to, or bound by, any order, injunction, judgment, decree, ruling or other similar requirement (each, a “Legal Requirement”) enacted, adopted, promulgated or applied by a Governmental Authority (other than Legal Requirements of general applicability) except, in the case of the KGS Entities and Gas Services GP in its capacity as general partner of KGS, such Legal Requirements as would not reasonably be expected to be, individually or in the aggregate, material to the Sold Entities taken as a whole, interfere in any material respect with the conduct of the business of the Sold Entities taken as a whole, or materially delay or impair the ability of Seller and the Selling Subsidiaries to consummate the transactions contemplated by the Transaction Documents.

(b) None of the Sold Entities are subject to regulation under any applicable U.S. state laws or regulations (1) as a “public utility”, “public service company” or similar designation(s), or as a “holding company” or similar designation of such regulated entity, or (2) respecting the rates charged by, or the financial or organizational regulation of, public utilities, common carriers or their affiliates. Neither the assets nor the business of the Sold Entities as currently owned and operated is subject to regulation under the Natural Gas Act or the Natural Gas Policy Act of 1978, as amended.

Section 3.16. Properties. (a) KGS and the Subsidiaries have good and valid fee title to, or have valid interests by easement, Contract or otherwise in, all property and assets (whether real, personal, tangible or intangible) reflected on the KGS Balance Sheet or acquired after the Balance Sheet Date in all material respects to all real and personal property that is necessary for KGS and the Subsidiaries to conduct its business as currently being conducted. Gas Services GP and each of the KWK Entities have good and valid fee title to, or have valid rights of interests by easement, Contract or otherwise in, all property and assets (whether real, personal, tangible or intangible) used in the business of Gas Services GP or the KWK Entities, as applicable. None of any of the aforementioned property or assets is subject to any Lien, except (i) Liens disclosed on Section 3.16 of the Seller Disclosure Schedules; (ii) Liens disclosed on the KGS Balance Sheet or notes thereto; (iii) Liens for taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or are being contested in good faith; (v) Liens incurred in the ordinary course of business since the Balance Sheet Date none of which are material to the ownership, use or operation of the assets of the Sold Entities; or (vi) other Liens which are not, individually or in the aggregate, material to the ownership, use or operation of the assets of the Sold Entities, taken as whole (clauses (i) –(vi) of this Section 3.16 are, collectively, the “Permitted Liens”).

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each Sold Entity has such easements, licenses, rights-of-way, permits, servitudes, leasehold estates, instruments creating an interest in real property, and other similar real estate interests (each, a “Right-of-Way”) that are necessary for the Sold Entities to own, use and operate their respective assets and properties in the manner that such assets and properties are currently owned, used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Permitted Liens), (ii) the Rights-of-Way grant the rights purported to be granted thereby, (iii) each Sold Entity conducts its business and has and is being operated in a manner that does not violate in any material respect any of the Rights-of-Way, (iv) each Sold Entity has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and (v) no event has occurred or circumstance exists that allows, or after the giving of notice or the passage of time, or both, would allow limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the holder of any such Rights-of-Way. All pipelines operated by the Sold Entities are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by any Sold Entity of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that have not and would not reasonably be expected to, individually or in the aggregate, materially impair the conduct of the business of the Sold Entities, taken as a whole, as currently, and as currently planned by the Sold Entities to be, conducted.

(c) All tangible personal property owned, leased or licensed by the Sold Entities is adequate for its present uses in all material respects.

Section 3.17. Intellectual Property. (a) Section 3.17(a) of the Seller Disclosure Schedules contains a complete and accurate list, and identifies the owner, of all material registrations and applications for registration included in the Sold Entities Intellectual Property Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Sold Entities own, license or otherwise have a valid right to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property Rights necessary to the conduct of the business of the Sold Entities as currently conducted.

(b) Section 3.17(b) of the Seller Disclosure Schedules sets forth a list of all material agreements (excluding licenses for commercial off the shelf software with annual fees of less than $100,000 that are generally available on nondiscriminatory pricing terms) to which any of the Sold Entities is a party and pursuant to which any Sold Entity obtains the right to use any Licensed Intellectual Property Right.

(c) No Sold Entities Intellectual Property Right is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by any of the Sold Entities or restricting the licensing thereof by any of the Sold Entities to any Person, except for any judgment, injunction, order, decree or agreement which would not reasonably be expected to be, individually or in the aggregate, material to the Sold Entities, taken as a whole.

(d) The conduct of each Sold Entity’s business has not infringed or misappropriated any Intellectual Property Right of any Third Party, except for such infringements or misappropriations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.18. Environmental Matters. Except as to matters that would not reasonably be expected to be, individually or in the aggregate, material to the Sold Entities, taken as a whole:

(a) (i) no written notice, order, request for information, complaint or penalty has been received by any of Seller, the Selling Subsidiaries or the Sold Entities, and (ii) there are no actions, suits, investigations or proceedings pending or, to the knowledge of Seller, threatened, in the case of each of (i) and (ii), which allege a violation of, or liability under, any Environmental Law and relate to any of the Sold Entities;

(b) the Sold Entities have all Environmental Permits necessary for their operations as currently conducted to comply with all applicable Environmental Laws and are in compliance with all of, and since January 1, 2009 have not violated any of, the terms of such Environmental Permits and are in compliance with all, and since January 1, 2009 have not violated any, applicable Environmental Laws;

(c) there is and has been no Release or threatened Release of any Materials of Environmental Concern by any Sold Entity or, to the knowledge of Seller, any other Person at, on, under or about any real property currently or, to the knowledge of Seller, formerly owned, leased, or operated by any of the Sold Entities (during the period owned, leased or operated by any of the Sold Entities) or, to the knowledge of Seller, at any other location, in each case that could reasonably be expected to give rise to any liability of any Sold Entity under any Environmental Law;

(d) none of the Sold Entities has entered into any consent decree or other written agreement with any Governmental Authority under any Environmental Law, and none of the Sold Entities is subject to any judgment, decree or order relating to compliance with any Environmental Law; and

(e) there is no written environmental audit, assessment, report, study or similar document in the possession or control of Seller, the Selling Subsidiaries or any Sold Entity concerning any issue of actual or potential noncompliance with or actual or potential liability under any Environmental Law and relating to the business of the Sold Entities or any property currently or formerly owned, operated or leased by the Sold Entities that has not been delivered to Buyer prior to the date hereof.

Except as set forth in this Section 3.18, no representations or warranties are being made with respect to matters arising under or relating to Environmental Laws or other environmental matters.

Section 3.19. Employees. (a) No Business Employee is a member of, represented by or otherwise subject to a labor union or other similar organization or a collective bargaining agreement or other similar agreement with any labor union or organization, or work rules or practices agreed to with any labor organization, in each case with respect to such Business Employee’s employment by Seller or any of its Affiliates.

(b) Since the Balance Sheet Date, there has been no, and there currently is no, labor strike, dispute, request for representation, union organization attempt, walkout, slowdown or stoppage actually pending or, to Seller’s knowledge, threatened against or affecting Seller or any of its Affiliates with respect to the Business Employees, and no question concerning representation has been raised or is, to Seller’s knowledge, threatened with respect to the Business Employees.

(c) Section 3.19(c) of the Seller Disclosure Schedules sets forth a complete and correct list, as of the date hereof, of all Business Employees, including each Business Employee’s title, base salary or hourly rate of pay, bonus payment for 2009, start date, service reference date (if different from the start date), work location (including the entity by which such Business Employee is employed) and an indication of whether or not such Business Employee is on leave of absence and, if so, the type of leave.

(d) None of the Sold Entities employs nor has ever employed any employees and, to Seller’s knowledge, has not retained nor has ever retained the services of any independent contractors, other than pursuant to the Secondment Agreement.

Section 3.20. Benefit Plans. (a) Section 3.20(a) of the Seller Disclosure Schedules sets forth a complete and correct list of each material Business Employee Plan.

(b) Each Business Employee Plan (and each related trust, insurance contract or fund) complies in all respects in form and in operation with the applicable requirements of ERISA, the Code and all other Applicable Laws, and has been administered in all respects in compliance with its terms except as would not, individually or in the aggregate, reasonably be expected to be material to the Sold Entities taken as a whole.

(c) Each Business Employee Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service that such plan is so qualified. To Seller’s knowledge, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification. With respect to each Business Employee Plan, Seller has provided to Buyer a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument and (ii) the most recent determination letter, if applicable.

(d) Except as would not reasonably be expected to, individually or in the aggregate, be material to the Sold Entities, taken as a whole: no event has occurred and no condition exists that would subject Seller or any of its subsidiaries, including the Sold Entities, either directly or by reason of their affiliation with any Person that, together with any of the Sold Entities, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”), to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other Applicable Law.

(e) With respect to any Business Employee Plan, except as would not reasonably be expected to, individually or in the aggregate, be material to the Sold Entities, taken as a whole, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of Seller, threatened, (ii) no facts or circumstances exist that would give rise to any such actions, suits or claims and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Department of Treasury, the Internal Revenue Service or other governmental agencies are pending or, to the knowledge of Seller, threatened.

(f) No Business Employee Plan is subject to the requirements of Title IV of ERISA. No Business Employee Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and neither Seller, the Sold Entities nor any of their ERISA Affiliates has at any time sponsored or contributed to, or has or had any liability or obligation in respect of, any multiemployer plan. No Business Employee Plan provides post-employment welfare (including health, medical or life insurance) benefits and neither Seller nor any of its subsidiaries, including the

Sold Entities, has any obligation to provide any such post-employment welfare benefits now or in the future, other than as required by Section 4980B of the Code or any other Applicable Law. No Business Employee Plan provides short term disability or similar benefits.

(g) No Business Employee Plan exists that, as a result of the execution and delivery of the Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby, will (alone or together with any other event) (i) entitle any current or former employee or director of any of the Sold Entities or any current or former Seconded Employee to severance, termination, change in control, retention or any similar compensation, benefits, or property, (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee or director of any of the Sold Entities or any current or former Seconded Employee or (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code.

Section 3.21. Taxes. (a) All material Tax Returns required to be filed by or with respect to the Sold Entities with respect to the Pre-Closing Tax Period have been timely filed and to the best of Seller’s knowledge, each such Tax Return is true, complete and correct in all material respects. All material Taxes whether or not shown to be due on any Tax Returns and all Taxes required to be withheld by or with respect to the Sold Entities have been timely paid or, if applicable, withheld and paid to the appropriate Governmental Authority. Adequate provision has been made for any material Taxes not yet due. There are (i) no asserted or threatened deficiencies or assessment of Taxes from any taxing authority with respect to or attributable to the Sold Entities, (ii) no ongoing audits or examinations of any of the Tax Returns relating to or attributable to the Sold Entities and no such audit or examination is threatened in writing, and (iii) the Sold Entities have not granted any requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes. No Sold Entity has any material obligation under any Tax sharing or Tax indemnity agreement or similar contract or arrangement. No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to any Sold Entity. No Sold Entity has any material liability for Taxes of any other person as a transferee or successor, by contract, or otherwise.

(b) There is no material lien for Taxes upon any of the assets of any of the Sold Entities other than liens for Taxes that are not yet due and payable or for Taxes the validity or amount of which is being contested by Seller in good faith by appropriate action and for which appropriate provision has been made in accordance with GAAP.

(c) No Sold Entity has engaged in a transaction that would be reportable by or with respect to any KGS Entity pursuant to Treasury Regulation Section 1.6011-4 or any predecessor thereto.

(d) KGS has not elected to be treated as a corporation for federal Tax purposes, and KGS qualifies as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code and has met, and continues to meet, the “gross income requirements” (within the meaning of Section 7704(c) of the Code) in each Tax year since its formation. KGS has filed a federal income tax return that has in effect an election pursuant to Section 754 of the Code.

(e) Each of the KWK Entities is, and has been from the date of its formation, a partnership or a disregarded entity for U.S. federal income tax purposes.

(f) Neither of the Selling Subsidiaries nor Seller is a “foreign person” as defined in Section 1445 of the Code.

Section 3.22. Insurance. The Sold Entities and their assets and properties are, and since January 1, 2009 have been, covered by valid insurance policies that are adequate to comply with the requirements of any applicable agreements to which any Sold Entity is a party and are in all material respects at least the minimum amounts required by, and are otherwise sufficient for purposes of, any currently Applicable Law and/or Governmental Authority. Section 3.22 of the Seller Disclosure Schedules contains a true and complete list of all material insurance policies (all of which are in full force and effect) that cover the Sold Entities and their assets and properties. There is no material claim pending under any such policies which has been denied or disputed by the insurer other than customary indications as to reservation of rights by insurers. As of the date of this Agreement, there are no outstanding claims under the policies set forth in Section 3.22 of the Seller Disclosure Schedule related to any of the Sold Entities or any of their assets, properties or personnel in excess of $100,000 individually or $1,000,000 in the aggregate with respect to a particular line of coverage.

Section 3.23. Related Party Transactions. Except for matters approved by the Conflicts Committee of the Board of Directors of Gas Services GP, none of Seller or its subsidiaries (other than any Sold Entity) (i) has borrowed money from or loaned money to any Sold Entity, (ii) has any material ownership interest in any property or asset used by the Sold Entities in the conduct of their business, or (iii) is engaged in any ongoing material transaction with any Sold Entity.

Section 3.24. Entire Business. On the Closing Date, taking into account the services available pursuant to the Transition Services Agreement, and the transactions contemplated by the other Transaction Documents, KGS will own and control, license and/or otherwise have the valid and legal right to use all of

the assets or properties necessary for KGS and the Subsidiaries to conduct the business of KGS and the Subsidiaries in all material respects as currently conducted.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date that:

Section 4.01. Corporate Existence and Power. Buyer is a limited liability company duly formed validly existing and in good standing under the laws of Delaware and has all limited liability company powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Section 4.02. Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby are within the limited liability company powers of Buyer and have been duly authorized by all necessary limited liability company action on the part of Buyer. This Agreement constitutes, and each of the other Transaction Documents entered into or to be entered at the Closing by it will constitute when entered into a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by Creditors’ Rights.

Section 4.03. Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby require no action by or in respect of, or filing or notification by Buyer with any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the 1934 Act and (iii) any such action, notification or filing as to which the failure to make or obtain would not reasonably be expected to, individually or in the aggregate, materially delay Buyer’s ability to perform its obligations hereunder and thereunder.

Section 4.04. Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with the Organizational Documents of Buyer, (ii) assuming compliance with the matters referred to in

Section 4.03, violate or conflict with any Applicable Law or (iii) require any consent or other action by any Person under, constitute a default under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any Contract binding upon Buyer, except, in the cases of clauses (ii) and (iii), as would not reasonably be expected to, individually or in the aggregate, materially delay Buyer’s ability to perform its obligations hereunder.

Section 4.05. Purchase for Investment. Buyer is purchasing the Securities for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and is capable of bearing the economic risks of such investment.

Section 4.06. Litigation. As of the date of this Agreement, there is no action, suit, investigation or proceeding pending against, or, to the knowledge of Buyer, threatened against, Buyer before any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Section 4.07. Financing. Buyer has, or will have on the Closing Date, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to consummate the Closing pursuant to the terms of this Agreement.

Section 4.08. Finders’ Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Buyer who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement where such fee or commission would be payable by Seller or any of its Affiliates.

Section 4.09. Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of the Securities and companies such as the Sold Entities as contemplated hereunder. Buyer has undertaken a sufficient investigation to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer agrees to accept the Securities and the Sold Entities in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without

limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Sold Entities or the future business and operations of the Sold Entities or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Securities or the Sold Entities or their respective businesses or operations, except as expressly set forth in this Agreement.

ARTICLE 5

COVENANTS OF SELLER

Seller agrees that:

Section 5.01. Conduct and Operations. (a) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries shall cause the Sold Entities, to: (i) conduct their respective businesses in the ordinary course consistent with past practice; (ii) use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees; and (iii) comply in all material respects with all Applicable Laws.

(b) Without limiting the generality of the foregoing in Section 5.01(a), from the date of this Agreement until the Closing Date, except as (i) disclosed on Section 5.01 of the Seller Disclosure Schedules, (ii) as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed), (iii) as contemplated by the capital expenditure budget set forth in Section 5.01(b) of the Seller Disclosure Schedules (the “Capex Budget”) (provided that in connection with the transactions contemplated by the Capex Budget, such transactions shall be permitted only for so long as any Indebtedness incurred with respect thereto shall not result in the aggregate principal amount outstanding under KGS’ existing revolving credit facility to exceed $270 million) or (iv) as expressly contemplated by this Agreement or the other Transaction Documents, Seller and the Selling Subsidiaries shall cause each of the Sold Entities not to:

(i) adopt or propose any change in any of its Organizational Documents, or waive any rights thereunder;

(ii) transfer, issue, sell or dispose of any shares of capital stock, equity interests or other equity or debt securities (including any securities convertible into or exercisable or exchangeable for such securities or

interests, including any equity-based awards) or repurchase, redeem or otherwise acquire any shares of capital stock, equity interests or other equity or debt securities (including any securities convertible into or exercisable or exchange for such securities or interests, including any equity-based awards) of a Sold Entity;

(iii) split, combine or reclassify any of its capital stock, equity interests or other equity securities;

(iv) incur any capital expenditures or any obligations or liabilities in respect thereof, except any unbudgeted capital expenditures of KGS or any Subsidiary not to exceed $250,000 individually or $1,000,000 in the aggregate;

(v) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than supplies in the ordinary course of business of the Sold Entities in a manner that is consistent with past practice and acquisitions by KGS and the Subsidiaries with a purchase price that does not exceed $250,000 individually or $1,000,000 in the aggregate;

(vi) sell, license, assign, lease or otherwise transfer, pledge or create or incur any Lien on, any of the Sold Entities’ assets, securities, properties, rights, interests or businesses, other than (A) sales of inventory in the ordinary course of business consistent with past practice and (B) sales of obsolete assets;

(vii) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice;

(viii) except as otherwise expressly permitted by this Section 5.01(b), merge with or into, or consolidate with, any other Person;

(ix) create, incur, assume, guarantee, suffer to exist or otherwise be liable with respect to any Indebtedness other than borrowings under KGS’ existing revolving credit facility in the ordinary course of business and in amounts and on terms consistent with past practices, provided that in no event shall the aggregate principal amount outstanding under KGS’ existing revolving credit facility exceed $270 million;

(x) change any of the Sold Entities’ methods of accounting, except as required by concurrent changes in GAAP, as agreed to by its independent public accountants;

(xi) settle, or offer or propose to settle, any material action, suit, investigation or proceeding involving or against any of the Sold Entities;

(xii) take any action with respect to or in contemplation of any plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or other winding up;

(xiii) other than in the ordinary course consistent with past practice, (1) increase the compensation or benefits of any current or former director of any of the Sold Entities or current or former Seconded Employee; (2) grant or pay any change-in-control, retention bonus, severance or termination pay to any current or former director of any of the Sold Entities or current or former Seconded Employee; (3) loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any current or former director of any of the Sold Entities or current or former Seconded Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreement;

(xiv) make any material change to its Tax methods of accounting, make or change any material Tax election, file any amended material Tax Return, settle or compromise any material Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of material Taxes, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund;

(xv) cancel, materially modify, terminate, fail to use its commercially reasonable efforts to renew any Material Contract described in clauses (iv), (vii), or (ix) of Section 3.13(b) or enter into any Contract that is or would be (if existing on the date of this Agreement) a Material Contract described in clauses (iv), (vii) or (ix) of Section 3.13(b), or waive, release, cancel, convey, encumber or otherwise assign any material rights or claims under any such Material Contract or other Contract that would constitute a Material Contract if existing on the date of this Agreement; or

(xvi) agree, resolve, authorize or commit to do any of the foregoing.

(c) From the date of this Agreement until the Closing Date, except as disclosed on Section 5.01(c) of the Seller Disclosure Schedules or as consented to or approved in writing by Buyer (such consent or approval not to be unreasonably withheld, conditioned or delayed):

(i) Seller shall, and shall cause its Affiliates to, continue to provide or cause to be provided to KGS and the Subsidiaries, the Services (as defined in the Omnibus Agreement) and such other services as are being provided currently and have been provided to KGS and the Subsidiaries (including under any master services agreement arrangements) during the 3 months prior to the date hereof, on substantially the same terms (including with respect to the amount of expense reimbursement charged for service provided) and in substantially the same scope and quality as provided during such 3 month period.

(ii) Except as otherwise contemplated by the Transaction Documents, Seller shall not and shall cause its Affiliates other than KGS and the Subsidiaries not to: (A) acquire or construct any Subject Assets (as such term is defined in the Omnibus Agreement); (B) seek the approval of the Conflicts Committee of Gas Services GP’s board of directors with respect to any Restricted Business (as such term is defined in the Omnibus Agreement) or any other transaction, Contract or arrangement between Seller and/or its Affiliates (other than KGS and the Subsidiaries), on the one hand, and KGS or any of the Subsidiaries, on the other hand; (C) except as required by Applicable Law or the terms of any Business Employee Plan in effect as of the date hereof and disclosed in Section 3.20(a) of the Seller Disclosure Schedules, or as expressly provided for in this Agreement: (1) other than in the ordinary course consistent with past practice increase the compensation or benefits of any Business Employee or Inactive Business Employee; (2) other than in the ordinary course consistent with past practice grant or pay any change-in-control, retention bonus, severance or termination pay to any Business Employee or Inactive Business Employee; (3) other than in the ordinary course consistent with past practice loan or advance any money or other property to, or sell, transfer or lease any properties, rights or assets to, any Business Employee or Inactive Business Employee; (4) establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Business Employee Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Business Employee Plan if it were in existence as of the date of this Agreement; (5) grant any equity or equity-based awards to any Business Employee or Inactive Business Employee; (6) terminate the employment of any Business Employee; (7) effectuate any layoffs of Business Employees without compliance with any state or local law or regulation to the extent applicable; or (8) take any action to accelerate the vesting or payment of any compensation or benefit under any Business Employee Plan or awards made thereunder; or (D) enter into

any Contract or arrangement between Seller and/or its Affiliates (other than the Sold Entities), on the one hand, and any of the Sold Entities, on the other hand.

(d) From the date of this Agreement until the Closing Date, Seller and the Selling Subsidiaries shall cause the Sold Entities not to directly or indirectly declare or pay any distributions in respect of any of its equity interests except, (i) in the case of KGS, the declaration and payment of regular quarterly cash distributions of Available Cash from Operating Surplus (in each case as defined in the KGS Partnership Agreement), not in excess of $0.42 per Common Unit per quarter, plus any corresponding distribution on the Subordinated Units, General Partner Units and Incentive Distribution Rights; and (ii) the declaration and payment of distributions from any direct or indirect wholly owned Subsidiary to KGS.

Section 5.02. Access to Information. (a) From the date hereof until the Closing Date, Seller and the Selling Subsidiaries will (i) give, and will cause the Sold Entities to give, Buyer and its Representatives reasonable access to the offices, properties, books and records (including Contracts) of the Sold Entities and to the books and records and employees of Seller and its Affiliates relating to the Sold Entities, (ii) furnish, and will cause the Sold Entities to furnish, to Buyer and its Representatives such financial and operating data and other information relating to the Sold Entities as such Persons may reasonably request and (iii) instruct designated employees, counsel and financial advisors of Seller, the Sold Entities and Seller’s other Affiliates to cooperate with Buyer in its investigation of the Sold Entities. Any investigation pursuant to this Section 5.02 shall (i) be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and the Sold Entities and, to the extent so requested by Seller, under the supervision of a Representative of Seller and (ii) not be conducted without prior notice to, and approval of, Seller. Notwithstanding the foregoing, Buyer shall not (x) have access to personnel records of Seller or the Sold Entities relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or any of its subsidiaries or Affiliates to risk of liability (unless such information is sufficiently redacted in order to allow such disclosure) or (y) conduct any invasive sampling or testing of any soil, surface water, groundwater, building materials or other environmental media without prior written consent of Seller.

(b) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its and its Affiliates’ books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business

purpose relating to the Sold Entities; provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Seller or any of its Affiliates and, at Seller’s option, shall be conducted under the supervision of a Representative of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing.

Section 5.03. Confidentiality of Seller and the Selling Subsidiaries. Seller and the Selling Subsidiaries each hereby agree that Seller and the Selling Subsidiaries will not, and Seller will cause each of its Affiliates not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of Buyer, disclose or knowingly use in any manner detrimental to Buyer or any of the Sold Entities any confidential or proprietary information of the Sold Entities or any confidential or proprietary information concerning Buyer or any of its Affiliates; provided that the information subject to the foregoing provisions of this sentence will not include any information (i) that was publicly available prior to the Closing Date or thereafter becomes publicly available, in each case, without any violation of this Agreement on the part of Seller or any of its Affiliates, or (ii) with respect to information relating to Buyer or any of its Affiliates, that was available to Seller or the Selling Subsidiaries on a non-confidential basis prior to its disclosure to Seller or the Selling Subsidiaries, as applicable, by Buyer or its Representatives or becomes available to Seller or the Selling Subsidiaries from a Person other than Buyer and its Representatives who is not, to the knowledge of Seller and the Selling Subsidiaries, subject to any legally binding obligation to keep such information confidential; and provided further that the provisions of this Section 5.03 will not prohibit any disclosure (i) required by any Applicable Law so long as reasonable prior notice is given to Buyer of such disclosure and a reasonable opportunity is afforded to contest the same and/or for Buyer to seek, at Buyer’s cost, a protective order (and if Buyer so seeks such an order, Seller and the Selling Subsidiaries will provide such cooperation as reasonably requested by Buyer), and in any event such disclosure shall only be to the extent legally required, or (ii) made in connection with the enforcement of any right or remedy relating to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby.

Section 5.04. Superior Proposals. (a) Subject to Section 5.04(b), neither Seller nor any of its subsidiaries (including the Selling Subsidiaries) shall, and Seller shall cause its subsidiaries and its and their officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors (“Representatives”) to not, directly or indirectly through another Person, (i) solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Sold

Entities or the Securities or afford access to the business, properties, assets, books or records of the Sold Entities to, or otherwise cooperate in any way with, any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) enter into, approve or resolve to approve or publicly propose to approve any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument or agreement constituting or related to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted pursuant to Section 5.04(b), subject to the requirements set forth in such Section) or (iv) waive, terminate, modify or fail to enforce any provision of any “standstill” or similar obligation of any Third Party. Seller shall, and shall cause its subsidiaries and each of its and their Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Third Party conducted prior to the date of this Agreement with respect to any Acquisition Proposal.

(b) Notwithstanding Section 5.04(a), at any time from the date of this Agreement until consummation of the Closing, if Seller receives a bona fide written Acquisition Proposal made after the date of this Agreement that was unsolicited and did not otherwise result from a breach of Section 5.04(a) and that the Board of Directors of Seller reasonably believes would be expected to lead to a Superior Proposal, Seller may, directly or indirectly through its Representatives, subject to compliance with this Section 5.04 and after providing written notice to Buyer of its intention to take any such actions, (i) negotiate the terms of, and enter into, a confidentiality agreement with terms and conditions no less restrictive in the aggregate on such Third Party as the Confidentiality Agreement is on Buyer and its Affiliates (an “Acceptable Confidentiality Agreement”), (ii) furnish to such Third Party or its Representatives or financing sources non-public information relating to the Sold Entities pursuant to an Acceptable Confidentiality Agreement, (iii) engage in negotiations or discussions with any Third Party and its Representatives and financing sources and (iv) subject to compliance with the procedures set forth in Section 5.04(c) and (d) and Section 11.01(d), terminate this Agreement to enter into a definitive agreement with respect to such Acquisition Proposal that the Board of Directors of Seller reasonably determines constitutes a Superior Proposal.

(c) Seller will as promptly as practicable advise Buyer orally and in writing of the existence of any proposal or inquiry received after the date of this Agreement by Seller or any of its subsidiaries or its or their Representatives with respect to any Acquisition Proposal, the material terms and conditions of any such proposal or inquiry or Acquisition Proposal (including any changes thereto) and the identity of the Person making any such proposal, inquiry or Acquisition Proposal.

(d) Notwithstanding anything herein to the contrary, Seller shall not be entitled to exercise its right to terminate this Agreement pursuant to Section 11.01(d) unless:

(i) Seller has received a bona fide written Acquisition Proposal made after the date of this Agreement that was unsolicited and did not otherwise result from a breach of Section 5.04(a) that the Board of Directors of Seller (whether at the time of receipt or after any negotiations or discussions with respect thereto in accordance with Section 5.04(b)(iii)) reasonably determines constitutes a Superior Proposal;

(ii) Seller has provided to Buyer three Business Days’ prior written notice (a “Notice”) advising Buyer that Seller intends to take such action and specifying the reasons therefor;

(iii) Seller has provided to Buyer all material documentation and information delivered or made available to the Third Party making any Acquisition Proposal in connection with such Acquisition Proposal (to the extent such documentation and information has not been previously provided to Buyer); and

(iv) (A) the Notice includes the terms and conditions of the Acquisition Proposal that is the basis of the proposed termination by Seller (and that the Board of Directors of Seller reasonably determines constitutes a Superior Proposal) and the identity of the Third Party making the proposal (it being understood and agreed that any amendment to the financial terms or any material amendment to any other material term of such Acquisition Proposal shall require a new Notice and a new three Business Day period); (B) during such three Business Day period, if requested by Buyer, Seller has engaged in good faith negotiations with Buyer to amend this Agreement in such a manner that such Acquisition Proposal which was determined to constitute a Superior Proposal no longer is a Superior Proposal; and (C) at the end of such three Business Day period, such Acquisition Proposal has not been withdrawn and the Board of Directors reasonably believes that such Acquisition Proposal continues to constitute a Superior Proposal (taking into account any changes to the financial and other terms of this Agreement proposed by Buyer following a Notice, as a result of the negotiations between Buyer and Seller pursuant to clause (B) or otherwise).

(e) For purposes of this Agreement:

(i) “Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal, or inquiry relating to (i) any acquisition or purchase, direct or indirect, of 25% or more of the

assets of the KGS Entities or 25% or more of any class of equity or voting securities of any of the KGS Entities whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the KGS Entities, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Third Party’s beneficially owning 25% or more of any class of equity or voting securities of Gas Services GP, KGS or any Subsidiary whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the KGS Entities, (iii) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Gas Services GP, KGS or any Subsidiary whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of the KGS Entities or (iv) any acquisition, whether direct or indirect, of more than 25% of Seller’s ownership interest in Gas Services GP or Seller’s aggregate ownership of Common Units and Subordinated Units.

(ii) “Superior Proposal” means any bona fide, written proposal by a Third Party that, if consummated, would result in such Third Party (or its equityholders) owning, directly or indirectly, not less than 51% of Seller’s ownership interest in Gas Services GP (and correspondingly, the General Partner Units and Incentive Distribution Rights held by Gas Services GP) and 75% of Seller’s aggregate ownership of Common Units and Subordinated Units and (A) that the Board of Directors of Seller reasonably determines in good faith (after consultation with its outside legal and financial advisors) to be more favorable to Seller from a financial point of view than the transactions contemplated by this Agreement (after giving effect to any changes to the financial terms of this Agreement proposed by Parent in response to such offer or otherwise) and (B) which is, in the good faith judgment of the Board of Directors of Seller, reasonably likely to be consummated on the terms set forth in the proposal, taking into consideration (with respect to both subsections (A) and (B) hereof) all financial, regulatory, legal, timing, conditionality and other aspects of such proposal (including any break-up fee and conditions to consummation) and the Person making the proposal.

Section 5.05. Litigation Cooperation. (a) Prior to any termination of this Agreement in accordance with its terms, Seller shall give Buyer the opportunity to participate in the defense of any shareholder litigation against Seller, Gas Services GP, KGS or its or their directors or officers relating to the transactions contemplated by this Agreement or the other Transaction Documents; provided, however, that no such settlement by Seller, Gas Services GP or KGS of any such litigation shall be agreed to without Buyer’s prior consent (whether or not Buyer is participating in the defense thereof), which consent shall not be unreasonably withheld, conditioned or delayed.

(b) In the event and for so long as Buyer or any of its Affiliates actively is prosecuting, contesting or defending any action, suit, charge, proceeding or demand by or against a Third Party in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction involving the Sold Entities, Seller and the Selling Subsidiaries shall, and Seller shall cause its subsidiaries and its and their Representatives to, cooperate with Buyer (or its Affiliates, as applicable) and its counsel in the prosecution, contest or defense, make available its personnel, and provide such testimony and access to its books and records and facilities as shall be reasonably necessary in connection with the prosecution, contest or defense, all at the sole control, cost and expense of Buyer (unless Buyer is entitled to indemnification therefor or Seller elects to assume the defense of such action under Article 8 or Article 12, as applicable).

Section 5.06. Financing Cooperation.

(a) Seller and the Selling Subsidiaries shall, and, prior to the Closing, Seller and the Selling Subsidiaries shall cause the Sold Entities and its and their Representatives to, provide such cooperation to Buyer as Buyer may reasonably request in connection with the arrangements by Buyer to obtain the Debt Financing (provided, that such cooperation does not unreasonably interfere with the ongoing operations of Seller, the Selling Subsidiaries or the Sold Entities or unreasonably interfere with or hinder or delay the performance of their obligations hereunder or allow for any invasive sampling or testing of any soil, surface water, groundwater, building materials or other environmental testing without the prior written consent of Seller), including by (i) participating in rating agency and bank investor meetings and assisting Buyer in the preparation of a confidential information memorandum and marketing materials for the Debt Financing, (ii) preparing and furnishing Buyer as promptly as practicable with the unaudited consolidated balance sheet of KGS as of the end of June 30, 2010 and as of September 30, 2010 and the related unaudited statements of income, partners’ capital and cash flows for such periods (the “Third Quarter Financials”), and (iii) to the extent requested by Buyer, seeking the approval of the Conflicts Committee of the Board of Directors of Gas Services GP with respect to any refinancing of KGS’ existing revolving credit facility and any matters related thereto.

(b) Seller shall reasonably cooperate with and provide such assistance as reasonably requested by Buyer to provide for the settlement of the KGS Note concurrently with but effective as of after the Closing, including submitting matters relating thereto to the Conflicts Committee of the Board of Directors of Gas Services GP.

Section 5.07. Non-Compete/Non-Solicit. (a) Except as provided in Section 5.07(a) of the Seller Disclosure Schedules or as permitted by the Transaction Documents, during the period from the Closing Date and ending on the second anniversary of the Closing Date, Seller and the Selling Subsidiaries shall not, and Seller shall cause each of its controlled Affiliates not to, engage in, whether by acquisition, ownership, construction or otherwise, any of the following businesses (the “Restricted Businesses”): the gathering, treating or processing of natural gas in the Quicksilver Counties, or the transportation of natural gas liquids in the Quicksilver Counties.

(b) For a period of two years after the Closing Date, Seller and the Selling Subsidiaries shall not, and Seller shall cause its controlled Affiliates not to, directly or indirectly, (i) solicit or (ii) hire or engage, as an officer, employee, consultant, independent contractor or otherwise, any Current Employee or other employee of KGS or its Subsidiaries without the prior written consent of Buyer; provided, nothing in clause (i) of this Section 5.07(b) shall prohibit Seller or its controlled Affiliates from engaging in general solicitations of employment to the public, general advertising or the use of an independent employment agency or search firm whose efforts are not specifically directed at Current Employees or any employees of KGS or its Affiliates.

(c) For a period of two years after the Closing Date, Buyer will cause KGS and its controlled Affiliates not to, directly or indirectly, (i) solicit or (ii) hire or engage, as an officer, employee, consultant, independent contractor or otherwise, any employee of Seller or any of its subsidiaries without the prior written consent of Seller; provided, nothing in clause (i) of this Section 5.07(c) shall prohibit KGS or its controlled Affiliates from engaging in general solicitations of employment to the public, general advertising or the use of an independent employment agency or search firm whose efforts are not specifically directed at such employees of Sellers and its subsidiaries.

(d) Each party hereto agrees and acknowledges that the other parties hereto do not have any adequate remedy at law for the breach by the other party or any of its Affiliates or its or their Representatives of the covenants and agreements set forth in this Section 5.07 and that such breach would result in irreparable injury to the non-breaching party. Each party agrees and acknowledges that the other party may, in addition to the other remedies which may be available to such party, file a suit in equity to enjoin the breaching party or any of its controlled Affiliates from such breach, and consents to the issuance of injunctive relief under this Agreement.

Section 5.08. Resignation of Directors. At the Closing, Seller shall, unless otherwise agreed by Buyer in writing, deliver to Buyer evidence reasonably satisfactory to Buyer of the resignation, effective as of the Closing, of all directors of Gas Services GP other than the persons set forth in Section 5.08 of the Seller Disclosure Schedules. Upon the request of Buyer, as specified by Buyer reasonably in advance of the Closing, Seller and the Selling Subsidiaries will seek to obtain the resignation of any or all directors of the Sold Entities other than Gas Services GP and any and all officers of the Sold Entities, in each case, effective at the Effective Time.

Section 5.09. Termination of Related Party Transactions. All Contracts or other arrangements between Seller or its Affiliates (other than the Sold Entities) and officers, directors and employees thereof, on the one hand, and the Sold Entities, on the other hand, shall be terminated on or prior to the Closing without any loss, liability or expense of the Sold Entities paid or remaining thereunder, except for (a) the Transaction Documents and (b) those other Contracts or arrangements set forth in Section 5.09 of the Seller Disclosure Schedules.

Section 5.10. Insurance Matters. With respect to events or circumstances relating to the Sold Entities that occurred or existed prior to the Closing Date that are covered by Seller’s or its Affiliates’ occurrence-based liability insurance policies, Buyer may make claims under such policies and programs to the extent such coverage and limits are available under such policies and programs; provided, that, except as otherwise expressly provided herein, Buyer shall reimburse Seller or its Affiliates for the amount of any “deductibles” associated with claims under such policies and programs and shall be liable for all uninsured or uncovered amounts of such claims.

ARTICLE 6

COVENANTS OF BUYER

Buyer agrees that:

Section 6.01. Confidentiality. All information provided or made available to Buyer or any of its Representatives will be subject to the Confidentiality Agreement dated as of September 10, 2009, between Seller and First Reserve XII Advisors, L.L.C (the “Confidentiality Agreement”), which agreement shall remain in full force and effect until the Closing and shall thereupon terminate except that the disclosure, but not the use (to the extent necessary to operate the Sold Entities in the ordinary course) of any Evaluation Material (as defined in the Confidentiality Agreement) to the extent related solely to Seller or its Affiliates (for the avoidance of doubt, other than the Sold Entities) shall continue to be

governed by the terms of the Confidentiality Agreement. Buyer acknowledges and agrees that it shall be deemed to be a “Representative” under the Confidentiality Agreement

Section 6.02. Access. Except as determined in good faith to be necessary to (A) ensure compliance with any Applicable Law, or (B) preserve any applicable privilege (including the attorney-client privilege), Buyer will, at Seller’s cost, cause the Sold Entities, on and after the Closing Date, to afford promptly to Seller and its agents reasonable access to their properties, books, records, employees and auditors to the extent necessary to permit Seller to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date; provided that any such access by Seller shall not unreasonably interfere with the conduct of the business of Buyer or the Sold Entities. Seller will hold, and will use its reasonable best efforts to cause its Representatives to hold, in confidence all confidential information concerning the Sold Entities in accordance with Section 5.03.

Section 6.03. Use of Seller’s Names and Marks. (a) As soon as practicable following the Closing, but in no event later than 90 days after Closing, Buyer shall, and shall cause its Affiliates to, (i) change the name of the Sold Entities to a name that does not include any of Seller’s Names and Marks; (ii) cease and discontinue all uses of Seller’s Names and Marks, including as internet domain names and on the internet and other electronic communications platforms, and remove or cover all Seller’s Names and Marks from, or destroy, any publications, signage, corporate letterhead, stationary, business cards, marketing material or content and the like, as well as all other information or other materials of Buyer or any of its Affiliates bearing any Seller Name and Mark and (iii) change KGS’ New York Stock Exchange ticker symbol so that it does not include any of Seller’s Names and Marks.

(b) In no event shall Buyer or any of its Affiliates use any of Seller’s Names and Marks after Closing in any manner or for any purpose different from the use of such Seller’s Names and Marks by Sellers or its Subsidiaries preceding the Closing. Buyer, for itself and its Affiliates, agrees that, after the Closing Date, Buyer and its Affiliates will not do business or represent themselves as Seller or any of its subsidiaries.

(c) Notwithstanding anything in this Section 6.03 to the contrary, nothing in this Section 6.03 shall prevent Buyer from using descriptive elements of Seller’s Names and Marks or making any fair use of Seller’s Names and Marks.

ARTICLE 7

COVENANTS OF BUYER AND SELLER

Section 7.01. Reasonable Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Agreement, each party hereto will use its reasonable best 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 consummate the transactions contemplated by this Agreement. The parties hereto agree, and Seller and the Selling Subsidiaries, prior to the Closing, and Buyer, after the Closing, agree to cause the Sold Entities, 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 consummate or implement expeditiously the transactions contemplated by this Agreement in accordance with the terms hereof.

(b) In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable and in any event within ten (10) Business Days after the date hereof and shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act. Each of Buyer and Seller agree to consult and cooperate with the other party with respect to, and to permit, to the extent reasonably practicable, the other party to be present at conferences and meetings for the purpose of obtaining, clearance under the HSR Act.

(c) If any objections are asserted with respect to the transactions contemplated hereby under the HSR Act or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of the HSR Act, each of Buyer and Seller shall use its best efforts to promptly resolve such objections; provided that none of Seller nor any of its Affiliates shall have any obligation to hold separate or divest any property or assets of Seller or any of its Affiliates or to defend against any lawsuit, action or proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby. In furtherance of the foregoing, Buyer shall, and shall cause its subsidiaries and Affiliates to, take all action, including agreeing to hold separate or to divest any of the businesses or properties or assets of Buyer or any of its Affiliates and to terminate any existing relationships and contractual rights and obligations, as may be required (i) by the applicable Governmental Authority in order to resolve any objections that such Governmental Authority may have to such transactions under the HSR Act or (ii) by any court or other tribunal, in any action or proceeding brought by a private party or Governmental Authority challenging such transactions as violative of the HSR Act, in order to avoid the entry of, or to effect

the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by this Agreement.

Section 7.02. Certain Filings. The parties hereto shall cooperate with one another (i) in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material Contracts, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and (ii) in taking such actions or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.

Section 7.03. Public Announcements. Prior to and with respect to the Closing, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public announcements the making of which may be required by Applicable Law or any listing agreement with any national securities exchange where such prior consultation is not reasonably practicable, will not issue any such press release or make any such public statement prior to such consultation.

Section 7.04. Notice of Certain Events. Each party hereto shall promptly notify the other of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the other Transaction Documents;

(b) any event, condition or development that, individually or in the aggregate, has resulted in (or, in the case of representations and warranties, would result in) the inaccuracy or breach of any representation or warranty, covenant or agreement contained in this Agreement made or to be made by or to be complied with by such notifying party at any time during the term hereof and that would reasonably be expected to result in any of the conditions set forth in Article 10 not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying party’s representations and warranties or covenants and agreements or in the Seller Disclosure Schedules for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other parties, including any right to indemnification;

(c) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(d) any proceedings, claims, actions or investigations commenced or threatened in writing that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or the other Transaction Documents or materially impair the notifying party’s ability to perform its obligations under this Agreement or the other Transaction Documents.

Section 7.05. Board of Directors. Buyer and Seller agree that immediately after the Closing the Board of Directors of Gas Services GP will include no fewer than 9 members and will, subject to the prior consent of Buyer, include those individuals set forth in Section 5.08 of the Seller Disclosure Schedules (unless any such Person declines or is otherwise unable to serve). Buyer agrees that Seller shall be entitled to appoint one member to the Board of Directors of Gas Services GP (or any successor general partner of KGS) until the later of (x) the second anniversary of the Closing Date and (y) such time as Seller and its controlled Affiliates cease to purchase goods and services from KGS and the Subsidiaries which generate revenues constituting 50% or more of the consolidated revenues of KGS and its subsidiaries in any fiscal year.

Section 7.06. Surety Bonds. As soon as practicable after the Closing, Buyer will use its reasonable best efforts to obtain Seller’s and any of its Affiliates’ release from any surety bonds of KGS and the Subsidiaries set forth in Section 7.06 of the Seller Disclosure Schedules.

Section 7.07. Transaction Documents. (a) Immediately after consummation of the Closing:

(i) Seller shall enter into, and Buyer shall cause Cowtown Pipeline Partners, L.P., a Texas limited partnership, and Cowtown Gas Processing Partners L.P., a Texas limited partnership, to enter into, Second Amendment to Sixth Amended and Restated Gas Gathering and Processing Agreement;

(ii) Seller shall enter into, and Buyer shall cause Cowtown Pipeline Partners, L.P., a Texas limited partnership, to enter into, Amendment to Gas Gathering Agreement;

(iii) Seller shall enter into, and Buyer shall cause KGS to enter into, the Transition Services Agreement;

(iv) Seller shall enter into, and Buyer shall cause Cowtown Pipeline Partners, L.P., a Texas limited partnership, to enter into, Second Amendment to Gas Gathering Agreement; and

(v) Seller shall enter into, and Buyer shall cause KGS and Gas Services GP to enter into, the Joint Operating Agreement.

(b) Immediately prior to the Closing, Seller shall enter into, and shall cause Cowtown Gas Processing Partners L.P., a Texas limited partnership, to enter into, the Liquids Assignment and Assumption Agreement.

Section 7.08. Master Services Agreements. Promptly after consummation of the Closing, Seller will, to the extent so requested by Buyer in writing, use its commercially reasonable efforts to assign to KGS all or that portion of any master services agreement to which Seller or any of its subsidiaries is a party and that is applicable to KGS or any of the Subsidiaries (each, a “Master Services Agreement”). Seller shall not be required to assign all or any portion of a Master Services Agreement if such assignment, without the consent of a third party thereto, would constitute a breach or other contravention of such Master Services Agreement or in any way adversely affect the rights of Seller, KGS or any of their respective Affiliates thereunder. Seller will, and Buyer will cause KGS to, use their respective commercially reasonable efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to the assignment, in whole or in part, of any Master Services Agreement. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that KGS would not in fact receive all such rights, to the extent requested by Buyer in writing, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would cause KGS to obtain the benefits and assume the obligations under the Master Services Agreements, including sub-contracting, sub-licensing, or sub-leasing to KGS, or under which Seller would enforce for the benefit of KGS, with Buyer causing KGS to assume Seller’s obligations and any and all rights of Seller against a third party thereto.

Section 7.09. Real Estate Matters. (a) Promptly after the date hereof, Buyer and Seller shall negotiate in good faith and use commercially reasonable efforts to enter into a lease effective as of Closing pursuant to which KGS will lease office space on commercially reasonable terms in the building owned by Seller in Glen Rose, Texas; provided that failure to enter into any such lease shall have no impact on the satisfaction of the conditions to Closing set forth in Article 10.

(b) Prior to Closing, Seller will assign to KGS a portion of the lease set forth on Section 7.09(b) of the Seller Disclosure Schedules pursuant to which KGS will lease approximately 16,000 square feet of space on substantially the same terms as set forth in the such lease; provided that failure to assign such lease shall have no impact on the satisfaction of the conditions to Closing set forth in Article 10.

Section 7.10. Automobiles. Prior to the Closing, Seller shall use its commercially reasonable efforts to work together in good faith with Buyer to identify any leased or owned motor vehicles used by a Current Employee. Seller and Buyer shall cooperate in good faith to implement an arrangement so that (i) from, or as promptly as practicable after, the Closing Date, each Current Employee may continue to use the leased or owned motor vehicle used by each such Current Employee immediately prior to the Closing and (ii) on, or as promptly as practicable after, the Closing Date, title (in the case of owned vehicles) and the applicable leases (in the case of leased vehicles) are transferred to KGS. If the parties are unable to transfer title (in the case of owned vehicles) or the applicable leases (in the case of leased vehicles), Seller shall, and Buyer shall cause KGS to, work together in good faith to pass the economic benefits and burdens of title (in the case of owned vehicles) and the applicable leases (in the case of leased vehicles) to KGS on, or as promptly as practicable after, the Closing Date.

ARTICLE 8

TAX MATTERS

Section 8.01. Allocation of Tax Items. Seller and Buyer acknowledge and agree that (i) the sale of the Holdings LLC Interests by the Selling Subsidiaries to Buyer will result in a “technical” termination of Holdings LLC and KGS (the “Terminating Partnerships”) under Section 708(b)(1)(B) of the Code, and (ii) such termination will result in the closing of the taxable years of the Terminating Partnerships under Section 706(c)(1) of the Code. Seller and Buyer agree that the Terminating Partnerships shall determine the allocation of all items for tax purposes between the Pre-Closing Tax Period and the Post-Closing Tax Period based upon an actual “closing of the books” of each Terminating Partnership as of the Closing Date.

Section 8.02. Tax Returns. (a) Buyer shall prepare or cause to be prepared, file or cause to be filed when due, all Tax Returns of the KWK Entities and the KGS Entities, in accordance with past practice, relating to any Pre-Closing Tax Period that have not been filed as of the Closing Date. Seller shall reasonably cooperate in preparing and filing all such Tax Returns, including using reasonable best efforts to maintain and make available all records necessary in connection therewith.

(b) Not later than 30 Business Days prior to the due date, including extensions, of any Tax Return covering a Pre-Closing Tax Period, Buyer shall deliver to Seller for its review a copy of such Tax Return and, with respect to any KWK Entity, a statement setting forth Buyer’s calculation of the amount of Tax shown as due on such Tax Return that is allocable to the Pre-Closing Tax Period

under Section 8.01. Subject to Buyer’s approval, not to be unreasonably withheld, Buyer shall make or cause to be made such changes in such Tax Returns as Seller may reasonably request, which changes shall be delivered to Buyer at least 10 Business Days prior to the due date, including extensions. Not later than 5 Business Days prior to the due date of any such Tax Return of a KWK Entity, Seller shall pay to Buyer (or Buyer pay to Seller, if appropriate) the amount of Tax shown as due on such Tax Return that is allocable to the Pre-Closing Tax Period. Buyer shall file or cause to be filed all such Tax Returns and shall pay all Taxes shown to be due thereon.

(c) Buyer shall not file any amended Tax Returns with respect to any KWK Entity or KGS Entity that includes a period ending on or before the Closing Date without Seller’s written consent, not to be unreasonably withheld.

Section 8.03. Transfer Taxes. All Transfer Taxes shall be borne 50% by Buyer and 50% by Seller. Notwithstanding anything to the contrary in this Article 8, any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and filed when due by the party primarily or customarily responsible under the applicable local law for filing such Tax Returns, and such party will use reasonable best efforts to provide such Tax Returns to the other party at least ten days prior to the due date, including extensions, for such Tax Returns. Upon the filing of Tax Returns in connection with Transfer Taxes, the filing party shall provide the other party with evidence satisfactory to the other party that such Transfer Taxes have been filed and paid.

Section 8.04. Tax Indemnification. (a) Effective at and after the Closing, Seller shall indemnify, defend and hold harmless Buyer from and against, and reimburse each such Person for, any loss or damage (including any interest or penalty, reasonable expenses of investigation and reasonable attorney’s fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) (“Tax Damages”) with respect to (i) any Taxes imposed on the KWK Entities for any Pre-Closing Tax Period (for the portion of any Straddle Period ending on or before the Closing Date, as determined in accordance with the allocations under Section 8.04(g)), or (ii) any failure by Seller or any of its Affiliates to perform any of its covenants or agreements set forth in this Article 8.

(b) Effective at and after the Closing, Buyer shall indemnify, defend and hold harmless Seller from and against, and reimburse each such Person for, any loss or damage (including any interest or penalty, expenses of investigation and attorney’s fees and expenses in connection with any action, suit or proceeding whether involving a third party claim or a claim solely between the parties hereto) with respect to (i) any Taxes imposed on the KWK Entities for any Post-Closing Tax Period (for the portion of any Straddle Period ending on or before the Closing

Date, as determined in accordance with the allocations under Section 8.04(g)), or (ii) any failure by Buyer or any of its Affiliates to perform any of its covenants or agreements set forth in this Article 8.

(c) Buyer shall cause the KWK Entities to pay to Seller any amounts recovered from any Governmental Authority on account of Taxes imposed on the KWK Entities paid with respect to any Pre-Closing Tax Period, and Buyer agrees to cooperate with Seller in any reasonable effort to seek any such recovery; provided that, in no instance shall Buyer be required to take any action that Buyer reasonably determines would subject Buyer or any Sold Entity to an unreimbursed cost.

(d) Buyer or Seller, as the case may be (the “Tax Indemnified Party”) will promptly notify the other party (the “Tax Indemnifying Party”) of the receipt by the Tax Indemnified Party or any Affiliate of the Tax Indemnified Party of any written communication from any taxing authority concerning Taxes for which indemnification may be claimed from the Tax Indemnifying Party pursuant to the provisions of this Section 8.04. In addition, the Tax Indemnified Party will notify the Tax Indemnifying Party at least 15 Business Days prior to the date on which the Tax Indemnified Party or any Affiliate of the Tax Indemnified Party intends to make a payment of any Taxes that are indemnifiable by the Tax Indemnifying Party pursuant to the provisions of this Section 8.04. The failure by the Tax Indemnified Party to notify the Tax Indemnifying Party pursuant to this Section 8.04 will not constitute a waiver of any claim to indemnification under this Section 8.04 except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure.

(e) Except as otherwise set forth in this Section 8.04(e), the Tax Indemnifying Party will have the right to control any audit or other administrative or judicial proceeding relating to any of the KWK Entities in respect of any Tax liability with respect to which the Tax Indemnifying Party provides indemnification under this Section 8.04. The Tax Indemnifying Party shall (i) consult with the Tax Indemnified Party and(ii) permit the Tax Indemnified Party, at its expense, to participate in the defense of such audit, controversy or other proceeding. Neither the Tax Indemnifying Party nor the Tax Indemnified Party shall enter into any settlement or other resolution of any audit or other administrative or judicial proceeding with respect of any Tax liability without the consent of the other party, such consent not to be unreasonably withheld. Any audit or other administrative or judicial proceeding relating to any of the KWK Entities in respect of any Straddle Tax Period shall be jointly controlled by Buyer and Seller.

(f) If the Tax Indemnifying Party’s indemnification obligation under this Section 8.04 arises in respect of the payment of any Tax Damages which

makes allowable to the Tax Indemnified Party, any of its Affiliates or, in the case of Buyer, effective upon the Closing, a Sold Entity any deduction, amortization, exclusion from income or other allowance which would not, but for the payment of such Tax Damages, be allowable, then the Tax Indemnified Party shall pay to the Tax Indemnifying Party an amount equal to the Tax benefit resulting therefrom if, as and when such Tax benefit is actually realized in cash or a reduction in Taxes otherwise due.

(g) For purposes of this Section 8.04, in the case of any Straddle Tax Period, the amount of Taxes allocable to the portion of such taxable period ending on the Closing Date shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire relevant taxable period and (ii) in the case of Taxes not described in the previous sentence (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date.

Section 8.05. Survival; Exclusivity. Notwithstanding anything to the contrary in this Agreement, (i) the covenants and agreements under this Article 8 shall survive until the close of business on the 60th day following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof), and (ii) Section 8.04 shall be the exclusive provision relating to indemnification for matters relating to Taxes of the KWK Entities.

ARTICLE 9

EMPLOYEE MATTERS

Section 9.01. Employee Matters. (a) Except as set forth in the Transition Services Agreement, as of the Closing Date, each Business Employee shall cease to accrue future benefits under the Business Employee Plans. Except as set forth in the Transition Services Agreement, Seller and its Affiliates shall retain sponsorship of, shall remain solely responsible for and shall retain all liabilities, obligations and commitments under, the Business Employee Plans, whether arising before, on or after the Closing Date other than as specifically provided in this Article 9. Except as set forth in the Transition Services Agreement, Buyer shall not, and from and after the Closing Date the Sold Entities shall not, except to the extent provided herein, assume sponsorship of, contribute to or maintain, or have any responsibility, liability, obligation or commitment with respect to, the Business Employee Plans.

(b) On or before the Closing Date, Buyer shall, or shall cause any of its Affiliates to, offer employment, effective as of the Closing, to each Business Employee who is not an Inactive Business Employee as of the Closing Date, on the terms and conditions set forth in this Section 9.01. Those Business Employees who accept such offers of employment on the Closing Date and all Inactive Business Employees who return to active employment with Buyer or one of its Affiliates on or prior to 180 days following the Closing Date, once actively employed again, shall herein be referred to as the “Current Employees”. Effective immediately prior to the Closing or the Effective Hire Date, as applicable, Seller or the applicable Affiliate of Seller shall terminate the employment of each Current Employee. For purposes of clarification, (i) Buyer shall be solely responsible for any and all severance liabilities relating to the termination of employment of any Current Employee by Buyer or its Affiliates after the Closing Date and (ii) Seller and its Affiliates, as applicable, shall be solely responsible for any and all severance liabilities relating to the termination of employment of any employees of Seller and its Affiliates, including without limitation, any Business Employees who do not become Current Employees, on or prior to the Closing Date.

(c) For the duration of the period commencing on the Effective Hire Date and ending on the first anniversary of the Closing Date (the “Relevant Period”), Buyer shall, or shall cause its Affiliates to, provide (i) to each Current Employee who is employed by Buyer or any of its Affiliates base wages or salaries, as applicable, at least equal to those provided to such Current Employee immediately prior to the Closing Date and (ii) to Current Employees in the aggregate variable incentive compensation opportunities (excluding equity-based compensation and change in control and retention and benefits), annual bonus opportunities and employee benefit plans, programs, policies and arrangements that are not less favorable in the aggregate (excluding for these purposes any tax treatment applicable to such benefits, programs, policies or arrangements which has or may change as a result of material changes in Applicable Law) to the variable incentive compensation opportunities (excluding equity-based compensation and change in control and retention and benefits), annual bonus opportunities and employee benefit plans, programs, policies and arrangements that are provided Current Employees immediately prior to the Closing Date and disclosed in Section 3.20(a) of the Seller Disclosure Schedules. Buyer shall, or shall cause its Affiliates to provide severance benefits to any Current Employee whose employment with Buyer or its Affiliates is terminated by Buyer or its Affiliates during the Relevant Period for a reason other than cause (as reasonably determined by Buyer or its Affiliates in good faith), that are no less favorable than the severance benefits provided to such Current Employee immediately prior to the Closing and disclosed in Section 3.20(a) of the Seller Disclosure Schedules.

(d) For Current Employees, effective as of their Effective Hire Date, Buyer shall, or shall cause its Affiliates to, cause each compensation or employee benefit plan, program, or arrangement maintained or contributed to by Buyer or any of its Affiliates and in which any Current Employee becomes eligible to participate, to treat the prior service of such Current Employee with Seller or any of its Affiliates as service rendered to Buyer or its Affiliates, as the case may be, for all purposes (including vesting, eligibility, level of benefit (including for purposes of severance and vacation/paid time off benefits)) and future benefit accrual purposes, to the extent that such prior service was recognized under the applicable Business Employee Plan immediately prior to such Current Employee’s Effective Hire Date, to the extent that such service credit does not result in duplication of benefits for the same service period of service.

(e) Buyer shall, or shall cause its Affiliates to (i) waive any limitation on health and welfare coverage of any Current Employee and his or her eligible dependents due to pre-existing conditions and/or waiting periods, active employment requirements, and requirements to show evidence of good health under the applicable health and welfare plan of Buyer or any Affiliate of Buyer to the extent such Current Employee and his or her eligible dependents is covered under a health and welfare benefit plan of Seller or any of its Affiliates (as the case may be), and such conditions, periods or requirements are satisfied or waived under such plan, immediately prior to the Closing Date; provided that Seller has provided to Buyer a “Certificate of Creditable Coverage” with respect to each such Current Employee and his or her eligible dependents and (ii) credit each Current Employee and his or her eligible dependents with all deductible payments, co-payments and co-insurance paid by such employee and covered dependents under the medical employee benefit plan of Seller or any of its Affiliates (as the case may be) during the year prior to the applicable Effective Hire Date for the purpose of determining the extent to which any such employee and his or her dependents have satisfied their deductible and whether they have reached the out-of-pocket maximum under any medical plan of Buyer or any Affiliate of Buyer for such year.

(f) With respect to each Inactive Business Employee, any such employee on long-term disability leave shall remain on Seller’s long-term disability plan in accordance with the terms of the applicable Business Employee Plan.

(g) Effective from and after the Closing Date, except as otherwise provided for in the Transition Services Agreement, with respect to any claims for hospital, medical, dental or other health, disability, life insurance or accidental

death or dismemberment benefits, expenses or other reimbursement provided to or in respect of any Current Employee (or his or her eligible dependents), (i) Seller shall remain responsible and liable for any such claims incurred by such Current Employee on or prior to the Closing Date and (ii) Buyer or its Affiliates shall assume responsibility and liability under Buyer’s plans for any such claims incurred by such Current Employee after the Closing Date. For purposes of the foregoing, claims for medical, dental or other health or disability benefits shall be considered incurred when the services are rendered or supplies are provided, and not when the condition arose or the applicable claim was submitted, claims for hospitalization shall be considered incurred at the time of hospital admission and claims for life insurance or accidental death or dismemberment benefits shall be considered incurred on the date of death or dismemberment.

(h) For the period beginning on the Closing Date and ending on the last day of the calendar year in which the Closing occurs, Buyer shall or shall cause its Affiliates to provide for planned and unplanned time-off policies for Current Employees that are no less favorable to such employees than planned and unplanned time-off policies provided by Buyer or its Affiliates to their similarly situated employees. Buyer shall or shall cause its Affiliates to, credit each Current Employee with all paid time off accrued and unused by such Current Employee through the Closing Date, solely to the extent such paid time off was properly reserved on the balance sheet.

(i) During the period beginning on the Closing Date and ending on the last day of the calendar year in which the Closing occurs, except as otherwise provided for in the Transition Services Agreement, Buyer shall or shall cause its Affiliates, as the case may be, to (i) maintain health care, limited purpose healthcare spending and dependent care flexible spending accounts established under Section 125 of the Code (the “Buyer FSA”), (ii) permit the Current Employees to participate in the Buyer FSA to the extent coverage under such Buyer FSA replaces coverage under a comparable Benefit Plan or other benefit plan of Seller or its Affiliates in which such Current Employee participated immediately before the Closing (the “Seller FSA”), (iii) credit Current Employees under the Buyer FSA immediately following their Effective Hire Date with amounts available for reimbursement equal to such amounts as were credited under the Seller FSA with respect to such person immediately prior to their Effective Hire Date and (iv) give effect under the Buyer FSA to any elections made by such Current Employees with respect to the Seller FSA for the year in which the Closing occurs. As soon as reasonably practicable following the Closing, except as otherwise provided for in the Transition Services Agreement, if the net difference between (x) the aggregate employee contributions under the Buyer FSA made under the Seller FSA as of the Closing Date made during the year of the Closing Date and (y) the aggregate employee reimbursements under the Buyer FSA made under the Seller FSA as of the Closing Date made during the

year of the Closing Date, in each case with respect to Current Employees for the 2010 plan year, (the “Assumed FSA Balance”) is (1) a positive number, then Seller shall transfer to Buyer an amount, in cash, equal to the Assumed FSA Balance or (2) a negative number, then Buyer shall transfer to Seller an amount, in cash, equal to the positive value of the Assumed FSA Balance. The parties hereto agree to make reasonable, good faith efforts to implement the provisions of this Section 9.01(i) to take into account the complexity of transferring flexible spending accounts.

(j) In the event that a Current Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to roll over his or her account balance in Seller’s tax-qualified defined contribution plan to a tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates, Buyer agrees to cause such tax-qualified defined contribution plan to accept such rollovers in cash or in instruments evidencing participant loans.

(k) Notwithstanding anything herein to the contrary, except as otherwise provided for in the Transition Services Agreement, Seller agrees to reimburse Buyer or one of its Affiliates, within 30 days following the end of the calendar year in which the Closing Date occurs, for a pro-rata portion of the profit-sharing contribution Current Employees would otherwise be entitled to receive under the terms of Seller’s tax-qualified defined contribution plan for the year in which the Closing Date occurs. As soon as practicable following the date hereof, Seller agrees to amend the applicable Employee Benefit Plan to reflect the provisions of this Section 9.01(k), to the extent required. For the avoidance of doubt, Buyer or one of its Affiliates, as applicable, agrees to contribute the amounts provided by Seller under this Section 9.01(k) to the applicable tax-qualified defined contribution plan for the benefit of Current Employees, to the extent not previously contributed.

(l) Notwithstanding anything herein to the contrary, except as otherwise provided for in the Transition Services Agreement, Seller shall pay to the Current Employees, as soon as administratively feasible following the Closing Date, a pro-rated portion of the bonus amounts otherwise payable to the Current Employees in respect of the year in which the Closing Date occurs under the Employee Benefit Plan(s) that are cash incentive plan(s), determined in accordance with the terms of the applicable plan(s), based upon performance and the percentage of the applicable fiscal year that shall have elapsed through the Closing Date. For the avoidance of doubt, Buyer shall not assume any obligation in respect of such plan(s).

(m) Seller and Buyer hereby agree to follow the standard procedure for employment tax withholding as provided in Section 4 of Rev. Proc. 2004-53, I.R.B. 2004-35. Accordingly, Seller shall have employment tax reporting

responsibilities for the wages and other compensation it pays with respect to the Current Employees and Buyer shall have employment tax reporting responsibilities for the wages and other compensation it pays with respect to the Current Employees.

(n) In the event that Buyer determines to terminate any Current Employee during the 90-day period following the Closing Date, Buyer and Seller agree to cooperate and exchange such data and information as is reasonably necessary to determine whether such terminations would reasonably be expected to result in liability to Buyer or Seller under WARN. Buyer, on the one hand, and Seller, on the other hand, hereby agrees to indemnify and hold the other and its Affiliates harmless from and against any and all damages arising out of or otherwise in respect of any suit or claim of violation brought against such other party or any of its Affiliates under WARN for any actions taken by, as applicable, Buyer after the Closing Date with respect to any facility, site or operating unit of the Current Employees or Seller prior to the Closing Date with respect to any facility, site or operating unit of the Business Employees.

(o) Effective from and after the Closing Date, with respect to any workers compensation claims of any Current Employee (or his or her eligible dependents), (i) Seller shall remain responsible for any such claims incurred by such Current Employee on or prior to the Closing Date and (ii) Buyer shall assume responsibility for any such claims incurred by such Current Employee after the Closing Date. For purposes of the foregoing, a claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs.

(p) Seller shall be responsible for providing any Business Employee (and such Business Employee’s “qualified beneficiaries” within the meaning of Section 4980B(f) of the Code) whose “qualifying event,” within the meaning of Section 4980B(f) of the Code, occurs on or prior to the Closing Date with the continuation of group health coverage required by Section 601 et. seq. of ERISA and Section 4980B(f) of the Code (“Continuation Coverage”) under the terms of a health plan maintained by Seller or any of its Affiliates. Except as otherwise provided for in the Transition Services Agreement, Buyer shall be responsible for providing Continuation Coverage for any Current Employee (and such Current Employee’s qualified beneficiaries) whose qualifying event occurs after the Closing Date.

(q) From and after the Closing, Buyer shall indemnify and hold harmless Seller or its Affiliates against all liabilities or losses which Seller or its Affiliates may suffer or incur as a result of any claim, action or other proceeding made by any Current Employee against Seller or its Affiliates from and after the Closing Date arising from any breach of the obligations of Buyer and its Affiliates

under this Section 9.01. Except as otherwise expressly provided for herein, from and after the Closing, Seller shall indemnify and hold harmless Buyer and its Affiliates against all liabilities or losses which Buyer or its Affiliates may suffer or incur as a result of any claim, action or other proceeding: (i) related to the Business Employee Plans, (ii) made by any current or former employee of Seller or any of its Affiliates or any current or former Seconded Employee (including any Current Employee) against Buyer or its Affiliates from and after the Closing Date arising from any breach of the obligations of Seller and its Affiliates under this Section 9.01 or (iii) relating to any current or former employee of Seller or any of its Affiliates or any current or former Seconded Employee (including any Current Employee) arising on or prior to the Closing Date.

(r) Without limiting the generality of Section 13.08, the provisions of this Section 9.01 are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person (including, for the avoidance of doubt, any Current Employee or other current or former employee of Seller or any of its Affiliates, other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (including with respect to the matters provided for in this Section 9.01) under or by reason of any provision of this Agreement. Nothing in this Section 9.01 shall amend, or be deemed to amend (or prevent the amendment or termination of) any Benefit Plan or any compensation or benefit plan of Seller or Buyer or any of their respective Affiliates. Nothing in this Section 9.01 is intended to represent a guarantee of employment or otherwise restrict the authority of Buyer or any of its Affiliates to terminate the employment of any Current Employee, subject to Applicable Laws.

ARTICLE 10

CONDITIONS TO CLOSING

Section 10.01. Conditions to Obligations of All Parties. The obligations of the parties hereto to consummate the Closing are subject to the satisfaction of the following conditions:

(a) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated.

(b) No order, injunction or decree issued by a court of competent jurisdiction preventing the consummation of the Closing or any of the material transactions contemplated by the Joint Operating Agreement or the Transition Services Agreement shall be in effect.

Section 10.02. Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:

(a) Seller and the Selling Subsidiaries shall have performed in all material respects all of its obligations hereunder required to be performed by them at or prior to the Closing.

(b) (i) The representations and warranties of Seller and the Selling Subsidiaries contained in Section 3.06(a)(other than the last two sentences thereof), 3.07 and the first sentence of Section 3.11 shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specific time, which shall be true in all respects only as of such time), (ii) the representations and warranties of Seller and the Selling Subsidiaries contained in Sections 3.01, 3.02, 3.04, 3.05, 3.06(b), 3.06(c) and in the last two sentences of Section 3.06(a) (together with the representations and warranties contained in Section 3.06(a) (other than the last two sentences thereof) and 3.07, collectively, the “Fundamental Representations”) shall be true and correct in all material respects at and as of the Closing Date, as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true in all material respects only as of such time), (iii) the other representations and warranties of Seller and the Selling Subsidiaries contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications contained therein) shall be true and correct at and as of the Closing Date as if made at and as of such date (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time) with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iv) Buyer shall have received a certificate signed by an executive officer of Seller to the foregoing effect.

(c) Since the date of this Agreement, there shall not have occurred and be continuing any change, event, circumstance, development or occurrence which, individually or in the aggregate, has had a Material Adverse Effect.

(d) Each of the Selling Subsidiaries and Seller shall have delivered a certification to the effect that it is not a “foreign person” within the meaning of Section 1445 of the Code.

Section 10.03. Conditions to Obligation of Seller and the Selling Subsidiaries. The obligation of Seller and the Selling Subsidiaries to consummate the Closing is subject to the satisfaction of the following further conditions:

(a) Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date.

(b) (i) The representations and warranties of Buyer contained in this Agreement shall be true at and as of the Closing Date, as if made at and as of such date, except as would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and (ii) Seller shall have received a certificate signed by an executive officer of Buyer to the foregoing effect.

ARTICLE 11

TERMINATION

Section 11.01. Grounds for Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written agreement of Seller and Buyer;

(b) by either Seller or Buyer if the Closing shall not have been consummated on or before December 22, 2010 (the “Termination Date”); provided that the right to terminate this Agreement pursuant to this Section 11.01(b) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such time;

(c) by either Seller or Buyer if consummation of the transactions contemplated hereby or by the Joint Operating Agreement or the Transition Services Agreement would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction; or

(d) by Seller, in order for Seller or any of its subsidiaries to enter into definitive documentation concerning a Superior Proposal provided that (x) Seller and the Selling Subsidiaries have complied and are in compliance in all material respect with the terms and conditions of this Agreement, including Section 5.04 and (y) in connection with such termination, Seller pays the Termination Fee payable pursuant to Section 13.03(a).

The party desiring to terminate this Agreement pursuant to this Section 11.01 shall give notice of such termination to the other parties.

Section 11.02. Effect of Termination. Other than as specifically set forth in Section 11.01(d) and Section 13.03, if this Agreement is terminated as permitted by Section 11.01, such termination shall be without liability of either party (or any stockholder, director, officer, employee, agent, consultant or

representative of such party) to the other parties to this Agreement; provided that if such termination shall result from the willful (i) failure of either party to fulfill a condition to the performance of the obligations of the other party or (ii) failure to perform a covenant of this Agreement, such party shall be fully liable for any and all damage, loss 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 hereto) incurred or suffered by the other party as a result of such failure or breach. Nothing herein shall relieve any party from any liability for fraud by such party. The provisions of this Section 11.02 and Sections 6.01, 13.01, 13.02(a), 13.03, 13.05, 13.06, 13.07, 13.10, 13.12 and 13.13 shall survive any termination hereof pursuant to Section 11.01.

ARTICLE 12

SURVIVAL; INDEMNIFICATION

Section 12.01. Survival. The representations and warranties of the parties under this Agreement shall survive the Closing until the first anniversary of the Closing; provided that the Fundamental Representations and the representations and warranties set forth in Section 3.21 shall survive the Closing until the three year anniversary of the Closing. The covenants and agreements of the parties hereto contained in this Agreement shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement (other than Article 8) shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

Section 12.02. Indemnification. (a) Effective after the Closing, subject to the terms and conditions of this Article 12, Seller hereby indemnifies Buyer and its Affiliates against and shall hold each of them harmless from any and all damage, loss, fines, settlement payments, awards, penalties, interest and expense (including reasonable expenses of investigation and attorneys’ fees and expenses in connection with any action, suit or proceeding involving a Third-Party Claim) (“Damages”) actually incurred or suffered by Buyer or any of its Affiliates arising out of any misrepresentation or breach or inaccuracy of any of the representations and warranties of Seller and the Selling Subsidiaries contained in this Agreement (each such misrepresentation or breach or inaccuracy, a “Warranty Breach”) or breach of covenant or agreement made or to be performed by Seller or the Selling Subsidiaries pursuant to this Agreement (other than a covenant or agreement made or to be performed pursuant to Article 8);

provided that with respect to indemnification by Seller for Warranty Breaches pursuant to this Section 12.02(a), (i) Seller shall not be liable for any individual Warranty Breach (other than any Warranty Breach to the extent relating to a representation or warranty relating to a KWK Entity, a Fundamental Representation or the representations and warranties set forth in Section 3.21) unless the aggregate amount of Damages with respect to such Warranty Breach (or series of Warranty Breaches arising from or relating to the same or substantially similar facts or circumstances) exceeds $125,000 (each such Warranty Breach, a “Qualifying Warranty Breach”); (ii) except in respect of any Warranty Breach to the extent relating to a representation or warranty relating to a KWK Entity, any Fundamental Representation or the representations and warranties set forth in Section 3.21, Seller shall not be liable unless the aggregate amount of Damages with respect to all Qualifying Warranty Breaches exceeds $7,780,000 and then only to the extent of such excess and (iii) Seller’s maximum liability for all Warranty Breaches shall not exceed $75,000,000. Effective after the Closing, subject to the terms and conditions of this Article 12, Seller hereby indemnifies Buyer and its Affiliates against and shall hold each of them harmless from any and all Damages actually incurred or suffered by Buyer or any of its Affiliates arising out of Gas Services GP’s indemnification obligations set forth in Section 3.2(c) and 3.2(d) of the Omnibus Agreement.

(b) Effective after the Closing, subject to terms and conditions of this Article 12, Buyer hereby indemnifies Seller and its Affiliates against and agrees to hold each of them harmless from any and all Damages actually suffered by Seller or any of its Affiliates arising out of any misrepresentation or breach or inaccuracy of any of the representations and warranties of Buyer contained in this Agreement (each such misrepresentation or breach of warranty a “Buyer Warranty Breach”) or breach of covenant or agreement made or to be performed by Buyer pursuant to this Agreement (other than a covenant or agreement made or to be performed pursuant to Article 8); provided that with respect to indemnification by Buyer for Buyer Warranty Breaches pursuant to this Section 12.02(b), (i) Buyer shall not be liable for any individual Buyer Warranty Breach unless the aggregate amount of Damages with respect to such Buyer Warranty Breach (or series of Buyer Warranty Breaches arising from or relating to the same or substantially similar facts or circumstances) exceeds $125,000 (each such Buyer Warranty Breach, a “Qualifying Buyer Warranty Breach”); (ii) Buyer shall not be liable unless the aggregate amount of Damages with respect to all Qualifying Buyer Warranty Breaches exceeds $7,780,000 and then only to the extent of such excess and (iii) Buyer’s maximum liability for all Qualifying Buyer Warranty Breaches shall not exceed $75,000,000.

Section 12.03. Third-Party Claim Procedures. (a) The party seeking indemnification under Section 12.02 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the

“Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim”) in respect of which indemnity may be sought under Section 12.02. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations or liability hereunder, except to the extent such failure shall have actually adversely prejudiced the Indemnifying Party.

(b) The Indemnifying Party shall be entitled to participate in the defense of any Third-Party Claim and, subject to the limitations set forth in this Section 12.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party.

(c) If the Indemnifying Party elects to assume the defense of any such Third Party Claim, it shall within 30 days notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party assumes the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if (A) the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) the amount of any damages to be paid with respect to the settlement of such Third Party Claim is in excess of the $75,000,000 cap, (C) the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, or (D) the Indemnifying Party does not agree in writing to pay such amounts payable pursuant to such settlement, and (ii) the Indemnified Party shall be entitled to participate in the defense of any such Third-Party Claim and to employ, at its expense, separate counsel of its choice for such purpose; provided, that if the Indemnifying Party assumes the defense of any such Third-Party Claim but fails to diligently prosecute such claim, or if the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may assume control of such defense and the Indemnifying

Party will bear the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses); and provided, further, that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (y) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

(d) Each party shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Section 12.04. Direct Claim Procedures. If the Indemnified Party has a claim for indemnity under Section 12.02 against the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

Section 12.05. Calculation of Damages. (a) The amount of any Damages payable under Section 12.02 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or

expense incurred by the Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party, net of any expenses incurred by the Indemnified Party in collecting such amount. The Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02.

(b) If the Indemnifying Party’s indemnification obligation under Section 12.02 arises in respect of the payment of any Damages which makes allowable to the Indemnified Party, any of its Affiliates or, in the case of Buyer, effective upon the Closing, a Sold Entity any deduction, amortization, exclusion from income or other allowance which would not, but for the payment of such Damages, be allowable, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the Tax benefit resulting therefrom if, as and when such Tax benefit is actually realized in cash or a reduction in Taxes otherwise due.

(c) The Indemnifying Party shall not be liable under Section 12.02 for any (i) consequential, punitive or indirect or special Damages or (ii) Damages for lost profits, except with respect to Damages for lost profits, to the extent a court of competent jurisdiction determined that lost profits is the appropriate measure of direct damages with respect to the matters giving rise to the claim for Damages (it being understood and agreed that such calculation of Damages shall not be based on any application of revenue or earnings multiples to direct damages); provided that nothing herein shall prevent any Indemnified Party from recovering for all components of awards against them in Third Party Claims for which recovery is provided under this Article 12, including consequential, punitive or indirect or special Damages and Damages for lost profits.

(d) The Indemnified Party must mitigate in accordance with Applicable Law any loss for which the Indemnified Party seeks indemnification under this Agreement. If the Indemnified Party mitigates losses after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) promptly after the benefit is received.

(e) Seller shall have no obligation to indemnify Buyer or its Affiliates pursuant to Section 12.02 to the extent the related Damages result or arise from any action (including disclosure or other communication to any Governmental Authority or other third party or any invasive sampling or testing of any soil, surface water, groundwater, building materials or other environmental media) by or on behalf of Buyer or any of its Affiliates that is not required by an Applicable Law.

Section 12.06. Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages pursuant to Section 12.02 and it is reasonably likely that the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential Contributor”) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to recover from the Potential Contributor the amount of such payment.

Section 12.07. Exclusivity.

(a) After the Closing and except as otherwise set forth in Section 8.05 with respect to matters relating to Taxes, Section 12.02 will (in the absence of fraud) provide the exclusive remedy for each of the parties hereto for any misrepresentation, breach of warranty, covenant or other agreement or other claim arising out of this Agreement or the transactions contemplated hereby (other than equitable remedies as they relate to breaches of covenants or other agreements contained herein to the extent such covenants or agreements are to be performed after the Closing).

(b) Except as specifically set forth in this Agreement, effective as of the Closing, Buyer waives any rights and claims Buyer may have against Seller, whether in law or equity, relating to claims for contribution and other rights of recovery arising out of or relating to any Environmental Law (whether now or hereinafter in effect).

ARTICLE 13

MISCELLANEOUS

Section 13.01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Buyer, to:

First Reserve Crestwood Holdings LLC

c/o Crestwood Midstream Partners, LLC

717 Texas Avenue, Suite 3150

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile No.: 832-519-2250

with copies to:

First Reserve Management, L.P.

One Lafayette Place

Greenwich, Connecticut 06830

Attention: Alan G. Schwartz

Facsimile No.: 203-661-6729

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile No.: 212-455-2502

if to Seller or the Selling Subsidiaries, to:

Quicksilver Resources Inc.

777 West Rosedale

Fort Worth, Texas 76104

Attention: John C. Cirone

Facsimile No.: 817-665-5004

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Leonard Kreynin

Facsimile No.: 212-701-5800

or such other address or facsimile number as such party may hereafter specify in writing for the purpose by notice to the other parties hereto. 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 13.02. Amendments and Waivers. (a) 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 to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) 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 13.03. Expenses. (a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. If this Agreement is terminated by Seller pursuant to Section 11.01(d), then Seller shall (i) pay to Buyer in immediately available funds $23,340,000 (the “Termination Fee”), concurrently with such termination and (ii) shall reimburse Buyer and its Affiliates, no later than five Business Days after Buyer’s submission of reasonable documentation thereof, for 100% of Buyer’s and its Affiliates’ reasonable and documented out-of-pocket fees and expenses (including reasonable fees and expenses of their counsel) up to $2,000,000 actually incurred by Buyer and its Affiliates in connection with this Agreement.

(b) If (i) this Agreement is terminated by Seller or Buyer pursuant to Section 11.01(b), (ii) prior to such termination Seller provides or is otherwise obligated to provide to Buyer the notice of an Acquisition Proposal as contemplated by Section 5.04(b) and (iii) within 90 days of such termination, Seller enters into definitive documentation with respect to an Alternative Transaction with the party who made such Acquisition Proposal or any of its Affiliates, then Seller shall pay to Buyer the Termination Fee prior to or on the date, if any, that such transaction is consummated and shall reimburse Buyer and its Affiliates, no later than five Business Days after Buyer’s submission of reasonable documentation thereof, for 100% of Buyer’s and its Affiliates’ reasonable and documented out-of-pocket fees and expenses (including reasonable fees and expenses of their counsel) up to $2,000,000 actually incurred by Buyer and its Affiliates in connection with this Agreement. For purposes of this Agreement, the term “Alternative Transaction” means a transaction in which Seller or its subsidiaries sell, directly or indirectly, not less than 51% of Seller’s ownership interest in Gas Services GP (and correspondingly, the General Partner Units and Incentive Distribution Rights held by Gas Services GP) at an implied purchase price for such ownership interest that is greater than that portion of the Purchase Price payable by Buyer pursuant to this Agreement for such ownership interest.

(c) Buyer agrees that, upon any termination of this Agreement in compliance with Section 11.01(d) and where such Termination Fee is paid in full, Buyer shall be precluded from any other remedy against Seller, at law or in equity or otherwise, and Buyer shall not shall seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Seller or any of Seller’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates or their respective Representatives in connection with this Agreement or the transactions contemplated hereby.

Section 13.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and 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 hereto; provided, however, that notwithstanding the foregoing Buyer may assign all or any portion of this Agreement to any subsidiary or Affiliate of Buyer provided that no such assignment by Buyer shall in any way affect Buyer’s obligations or liabilities under this Agreement.

Section 13.05. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules thereof.

Section 13.06. Jurisdiction. The parties hereto (i) 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 the Delaware Chancery Court in Wilmington, Delaware, or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (and, in each case, of the appropriate appellate courts therefrom), and (ii) 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 13.01 shall be deemed effective service of process on such party. Each of the parties hereto agrees that it will not, and will not permit its Affiliates to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether

in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including with respect to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other the United States District Court for the Southern District of New York or any court of the State of New York sitting in the Borough of Manhattan in the City of New York and agree that the waiver of jury trial set forth in Section 13.07 hereof shall be applicable to any such proceeding.

Section 13.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO 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 13.08. 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 hereto shall have received a counterpart hereof signed by the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other parties hereto, 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 hereto and their respective successors and assigns, except, with respect to Section 13.13, Davis Polk & Wardwell LLP, and provided that the Financing Sources shall have the right to enforce their rights under Sections 13.06 and 13.07.

Section 13.09. Entire Agreement. This Agreement and the other Transaction Documents constitute 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 13.10. 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 acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 13.11. Disclosure Schedules. Seller has set forth information on the Seller Disclosure Schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of the Seller Disclosure Schedules need not be set forth in any other section so long as its relevance to such other section of the Seller Disclosure Schedules or section of this Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is being made. The parties acknowledge and agree that (a) the Seller Disclosure Schedules may include certain items and information solely for informational purposes for the convenience of Buyer and (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an acknowledgment by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material.

Section 13.12. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. If, prior to the Termination Date, either party brings any action to enforce specifically the performance of the terms and provisions of this Agreement by the other party, the Termination Date shall automatically be extended by (i) the amount of time during which such action is pending, plus 20 Business Days, or (ii) such other time period established by the court presiding over such action.

Section 13.13. Waiver of Conflicts; Attorney-Client Privilege. (a) Buyer waives and will not assert, and Buyer agrees to cause its Affiliates to waive and not to assert, any conflict of interest arising out of or relating to the representation, after the Closing (the “Post-Closing Representation”), of Seller or any of its Affiliates or any shareholder, officer, employee or director of Seller or any of its Affiliates (any such Person, a “Designated Person”) in any matter involving this Agreement or any other agreements or transactions contemplated thereby, by any legal counsel currently representing Seller or any of its Affiliates in connection with this Agreement or any other agreements or transactions contemplated thereby (the “Current Representation”).

(b) Buyer waives and will not assert, and Buyer agrees to cause its Affiliates to waive and not assert, any attorney-client privilege with respect to any communication between any legal counsel and any Designated Person occurring

during the Current Representation in connection with any Post-Closing Representation, including in connection with a dispute with Buyer or any of its Affiliates, it being the intention of the parties hereto that all such rights to such attorney-client privilege and to control such attorney-client privilege shall be retained by Seller; provided that the foregoing waiver and acknowledgement of retention shall not extend to any communication not involving this Agreement or any other agreements or transactions contemplated thereby, or to communications with any Person other than the Designated Persons.

IN WITNESS WHEREOF, the parties hereto 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


COWTOWN GAS PROCESSING L.P.

By:		Cowtown Pipeline Management, Inc., its general partner

By:		/s/ Glenn Darden
		Name: Glenn Darden
		Title: President and Chief Executive Officer


COWTOWN PIPELINE L.P.

By:		Cowtown Pipeline Management, Inc., its general partner

By:		/s/ Glenn Darden
		Name: Glenn Darden
		Title: President and Chief Executive Officer


FIRST RESERVE CRESTWOOD HOLDINGS LLC

By:		/s/ Robert G. Phillips
		Name: Robert G. Phillips
		Title:

[Signature Page to Purchase Agreement]

EX-99.B 3 dex99b.htm AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT Amendment No. 1 to the Purchase Agreement

Exhibit B

PURCHASE AGREEMENT – AMENDMENT No. 1

AMENDMENT No. 1 (this “Amendment”) dated as of September 27, 2010 among First Reserve Crestwood Holdings LLC, a Delaware limited liability company (“Buyer”), Cowtown Gas Processing L.P., a Texas limited partnership (“Cowtown Gas”), Cowtown Pipeline L.P., a Texas limited partnership (“Cowtown Pipeline”, and together with Cowtown Gas, the “Selling Subsidiaries”), and Quicksilver Resources Inc., a Delaware corporation (“Seller”).

W I T N E S S E T H :

WHEREAS, Buyer, Seller and the Selling Subsidiaries entered into that certain Purchase Agreement, dated as of July 22, 2010 (the “Purchase Agreement”); and

WHEREAS, Buyer, Seller and the Selling Subsidiaries desire to amend certain provisions of the Purchase Agreement as provided for in this Amendment.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Buyer, Seller and the Selling Subsidiaries hereby agree as follows:

ARTICLE 1

AMENDMENTS

Section 1.01. Amendment to Section 5.06. Section 5.06 of the Purchase Agreement is hereby amended by adding the following clause (c) immediately after clause (b) thereof:

“(c) Buyer hereby indemnifies and holds harmless Seller and its Affiliates against and agrees to hold each of them harmless from any and all Damages actually suffered by Seller or any of its Affiliates arising out of Seller’s and/or its Affiliates’ cooperation with Buyer pursuant to this Section 5.06, including with respect to the Debt Financing and that certain letter executed by Gas Services GP related to that certain Confidential Information Memorandum prepared for the Debt Financing referred to in such letter.”

Section 1.02. Amendment to Section 9.01(h). The second sentence of Section 9.01(h) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“On, or promptly after the Closing Date, Seller shall pay in a lump sum cash payment to Buyer or one of its Affiliates an amount equal to the aggregate actual total liability, if any, owed to the Current Employees attributable to the Current Employees’ accrued and unused paid time off through the Closing Date; provided that Buyer shall or shall cause its Affiliates to permit any such Current Employee to utilize such accrued and unused paid time off after the Closing Date. In connection with Seller making the payment described in the immediately preceding sentence, Seller shall provide to Buyer or one of its Affiliates a list of any such employees with accrued and unused paid time off and the amount of such paid time off accrued by each such employee.”

Section 1.03. Amendment to Exhibit 3.19(c). Exhibit 3.19(c) of the Seller Disclosure Schedules to the Purchase Agreement is hereby amended and restated in its entirety as attached to this Amendment as Exhibit 3.19(c).

ARTICLE 2

MISCELLANEOUS

Section 2.01. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms in the Purchase Agreement.

Section 2.02. Notices. All notices, requests and other communications to any party to this Amendment shall be in writing (including facsimile transmission) and shall be given,

if to Buyer, to:

First Reserve Crestwood Holdings LLC

c/o Crestwood Midstream Partners, LLC

717 Texas Avenue, Suite 3150

Houston, Texas 77002

Attention: Robert G. Phillips

Facsimile No.: 832-519-2250

with copies to:

First Reserve Management, L.P.

One Lafayette Place

Greenwich, Connecticut 06830

Attention: Alan G. Schwartz

Facsimile No.: 203-661-6729

and

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: William E. Curbow

Facsimile No.: 212-455-2502

if to Seller or the Selling Subsidiaries, to:

Quicksilver Resources Inc.

801 Cherry Street, Suite 3700, Unit 19

Fort Worth, Texas 76102

Attention: John C. Cirone

Facsimile No.: 817-665-5006

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Leonard Kreynin

Facsimile No.: 212-701-5800

Section 2.03. Amendments and Waivers. (a) Any provision of this Amendment 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 to this Amendment , or in the case of a waiver, by the party against whom the waiver is to be effective.

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 2.04. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Amendment shall be paid by the party incurring such cost or expense.

Section 2.05. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Amendment without the consent of each other party hereto; provided, however, that notwithstanding the foregoing Buyer may assign all or any portion of this Amendment to any subsidiary or Affiliate of Buyer provided that no such assignment by Buyer shall in any way affect Buyer’s obligations or liabilities under this Amendment.

Section 2.06. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules thereof.

Section 2.07. Jurisdiction. The parties hereto (i) 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 Amendment or the transactions contemplated hereby shall be subject to the exclusive jurisdiction of the Delaware Chancery Court in Wilmington, Delaware, or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (and, in each case, of the appropriate appellate courts therefrom), and (ii) 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 2.02 shall be deemed effective service of process on such party.

Section 2.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 2.09. Counterparts; Effectiveness. This Amendment 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 Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other parties hereto, this Amendment 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). Except as expressly amended herein, all other terms and conditions of the Purchase Agreement shall remain in full force and effect. The term “Agreement” as used in the Purchase Agreement shall be deemed to refer to the Purchase Agreement, as amended hereby.

Section 2.10. Severability. If any term, provision, covenant or restriction of this Amendment 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 Amendment 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 Amendment so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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/ Philip Cook
		Name: Philip Cook
		Title:


COWTOWN GAS PROCESSING L.P.

By:		Cowtown Pipeline Management, Inc., its general partner

By:		/s/ Philip Cook
		Name: Philip Cook
		Title:


COWTOWN PIPELINE L.P.

By:		Cowtown Pipeline Management, Inc., its general partner

By:		/s/ Philip Cook
		Name: Philip Cook
		Title:


FIRST RESERVE CRESTWOOD HOLDINGS LLC

By:		/s/ Robert G. Phillips
		Name: Robert G. Phillips
		Title:

[Signature Page to Amendment No. 1]

EX-99.E 4 dex99e.htm CREDIT AGREEMENT Credit Agreement

Exhibit E

Execution Version

U.S. $180,000,000

CREDIT AGREEMENT

Dated as of October 1, 2010

among

CRESTWOOD HOLDINGS LLC,

as Borrower,

THE LENDERS PARTY HERETO,

and

BANK OF AMERICA, N.A.,

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,

ROYAL BANK OF CANADA,

as Syndication Agent,

and

BNP PARIBAS,

as Documentation Agent.

TABLE OF CONTENTS


		PAGE

ARTICLE I DEFINITIONS

Section 1.01.	Defined Terms	2
Section 1.02.	Terms Generally	28
Section 1.03.	Effectuation of Transfers	28

ARTICLE II
THE CREDITS

Section 2.01.	Commitments	29
Section 2.02.	Loans and Borrowings	29
Section 2.03.	Requests for Borrowings	29
Section 2.04.	Funding of Borrowings	30
Section 2.05.	Interest Elections	30
Section 2.06.	Termination of Commitments	31
Section 2.07.	Evidence of Debt	31
Section 2.08.	Repayment of Loans	32
Section 2.09.	Prepayment of Loans	33
Section 2.10.	Fees	34
Section 2.11.	Interest	35
Section 2.12.	Alternate Rate of Interest	35
Section 2.13.	Increased Costs	36
Section 2.14.	Break Funding Payments	37
Section 2.15.	Taxes	37
Section 2.16.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	39
Section 2.17.	Mitigation Obligations; Replacement of Lenders	40
Section 2.18.	Increase in Commitments	41
Section 2.19.	Illegality	43
Section 2.20.	Cash Receipts	44

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.01.	Organization; Powers	47
Section 3.02.	Authorization; No Conflicts	47
Section 3.03.	Enforceability	47
Section 3.04.	Governmental Approvals	47
Section 3.05.	Financial Statements	48
Section 3.06.	No Material Adverse Effect	48
Section 3.07.	Title to Properties; Possession Under Leases	48
Section 3.08.	Litigation; Compliance with Laws	49


Section 3.09.	Federal Reserve Regulations	50
Section 3.10.	Investment Company Act	50
Section 3.11.	Use of Proceeds	50
Section 3.12.	Tax Returns	50
Section 3.13.	No Material Misstatements	50
Section 3.14.	Employee Benefit Plans	51
Section 3.15.	Environmental Matters	51
Section 3.16.	Solvency	52
Section 3.17.	Real Property	52
Section 3.18.	Labor Matters	52
Section 3.19.	Insurance	53
Section 3.20.	Representations and Warranties in Acquisition Agreement	53
Section 3.21.	Status as Senior Debt; Perfection of Security Interests	53
Section 3.22.	Material Contracts	53

ARTICLE IV
CONDITIONS TO CREDIT EVENTS

Section 4.01.	All Credit Events	53
Section 4.02.	First Credit Event	54

ARTICLE V
AFFIRMATIVE COVENANTS

Section 5.01.	Existence; Businesses and Properties	57
Section 5.02.	Insurance	57
Section 5.03.	Taxes; Payment of Obligations	58
Section 5.04.	Financial Statements, Reports, Etc	59
Section 5.05.	Litigation and Other Notices	60
Section 5.06.	Compliance with Laws	60
Section 5.07.	Maintaining Records; Access to Properties and Inspections	60
Section 5.08.	Use of Proceeds	61
Section 5.09.	Compliance with Environmental Laws	61
Section 5.10.	Further Assurances	61
Section 5.11.	Fiscal Year	62
Section 5.12.	Credit Ratings	62
Section 5.13.	Post-Closing Matters	62

ARTICLE VI
NEGATIVE COVENANTS

Section 6.01.	Indebtedness	62
Section 6.02.	Liens	63
Section 6.03.	Sale and Lease-back Transactions	65
Section 6.04.	Investments, Loans and Advances	65
Section 6.05.	Mergers, Consolidations, Sales of Assets and Acquisitions	66


Section 6.06.	Dividends and Distributions	68
Section 6.07.	Transactions with Affiliates	69
Section 6.08.	Business of the Borrower and the Company	70
Section 6.09.	Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-laws and Certain Other Agreements; Etc	70
Section 6.10.	Leverage Ratio	72
Section 6.11.	Interest Coverage Ratio	73
Section 6.12.	Swap Agreements	74
Section 6.13.	General Partner	74

ARTICLE VII
EVENTS OF DEFAULT

Section 7.01.	Events of Default	75
Section 7.02.	The Borrower’s Right to Cure	78

ARTICLE VIII
THE AGENTS

Section 8.01.	Appointment and Authority	78
Section 8.02.	Rights as a Lender	79
Section 8.03.	Exculpatory Provisions	79
Section 8.04.	Reliance by Agents	80
Section 8.05.	Delegation of Duties	80
Section 8.06.	Resignation of the Agents	80
Section 8.07.	Non-Reliance on the Agents and Other Lenders	81
Section 8.08.	No Other Duties, Etc	81
Section 8.09.	Administrative Agent May File Proofs of Claim	81
Section 8.10.	Collateral and Guaranty Matters	82
Section 8.11.	Secured Cash Management Agreements and Secured Swap Agreements	82
Section 8.12.	Indemnification	82
Section 8.13.	Appointment of Supplemental Collateral Agents	83
Section 8.14.	Withholding	83
Section 8.15.	Enforcement	84

ARTICLE IX
MISCELLANEOUS

Section 9.01.	Notices	84
Section 9.02.	Survival of Agreement	85
Section 9.03.	Binding Effect	85
Section 9.04.	Successors and Assigns	85
Section 9.05.	Expenses; Indemnity	89
Section 9.06.	Right of Set-off	90
Section 9.07.	Applicable Law	91
Section 9.08.	Waivers; Amendment	91

iii


Section 9.09.	Interest Rate Limitation	93
Section 9.10.	Entire Agreement	93
Section 9.11.	Waiver of Jury Trial	93
Section 9.12.	Severability	93
Section 9.13.	Counterparts	93
Section 9.14.	Headings	94
Section 9.15.	Jurisdiction; Consent to Service of Process	94
Section 9.16.	Confidentiality	94
Section 9.17.	Communications	95
Section 9.18.	Release of Liens and Guarantees	96
Section 9.19.	U.S.A. PATRIOT Act and Similar Legislation	97
Section 9.20.	Judgment	97
Section 9.21.	No Fiduciary Duty	97
Section 9.22.	Non-Debt Fund Affiliates	97


Exhibits and Schedules

Exhibit A		Form of Assignment and Acceptance
Exhibit B		Form of Prepayment Notice
Exhibit C		Form of 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 Term 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 Affiliated Lender Assignment and Acceptance

Schedule 2.01		Term Loan Commitments
Schedule 3.04		Governmental Approvals
Schedule 3.07(c)		Leased Real Property
Schedule 3.07(e)		Subsidiaries
Schedule 3.07(f)		Subscriptions
Schedule 3.08(a)		Litigation
Schedule 3.12		Tax Liabilities
Schedule 3.15		Environmental Matters
Schedule 3.19		Insurance
Schedule 6.02(a)		Liens
Schedule 6.04		Investments
Schedule 6.07		Transactions with Affiliates

CREDIT AGREEMENT dated as of October 1, 2010 (as amended, amended and restated, supplemented or otherwise modified, this “Agreement”), among CRESTWOOD HOLDINGS LLC, a limited liability company organized under the laws of Delaware (the “Borrower”), the LENDERS party hereto from time to time, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”), and as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”) for the Lenders, ROYAL BANK OF CANADA, as syndication agent (in such capacity, the “Syndication Agent”), BNP PARIBAS, as documentation agent (in such capacity, the “Documentation Agent”), BANC OF AMERICA SECURITIES LLC, BNP PARIBAS SECURITIES CORP., RBC CAPITAL MARKETS CORPORATION, as joint lead arrangers and joint bookrunners (together in such capacities, the “Joint Lead Arrangers”).

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 the Borrower;

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

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

WHEREAS, upon the consummation of the Acquisition the Equity Interests of the Company shall be acquired by the Borrower; and

WHEREAS, the Borrower has requested that the Lenders extend credit in the form of Loans on the Closing Date, in an aggregate U.S. Dollar amount for all such Loans not in excess of U.S. $180,000,000.

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 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.

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

“Additional Term Loan Tranche” shall have the meaning assigned to such term in Section 2.18.

“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 the greater of (x) (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserves and (y) 2.00% per annum.

“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 2.10(a).

“Administrative Agent’s Office” shall mean the Administrative Agent’s address as set forth in Section 9.01, or such other address as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“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.

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

“Agent Default Period” shall mean, with respect to any Agent, any time when such Agent 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.

“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.

“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, (iii) the Adjusted Eurodollar Rate as of such date for a one-month Interest Period plus 1.00% per annum, and (iv) 3.00% 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 with respect to (a) any Eurodollar Loan that is a Term Loan, 8.50% per annum and (b) any ABR Loan that is a Term Loan, 7.50% per annum.

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

“Asset Acquisition” shall mean any acquisition by the Borrower or the Company from any Person other than the Borrower or the Company to the extent otherwise permitted hereunder of any asset or group of related assets in one or a series of related transactions, with an aggregate consideration exceeding U.S. $2.0 million.

“Asset Disposition” shall mean any sale, transfer or other disposition by the Borrower or the Company to any Person other than the Borrower or the Company to the extent otherwise permitted hereunder of any asset or group of related assets in one or a series of related transactions, the Net Proceeds from which exceed U.S. $2.0 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.

“Available Cash” shall mean, for any period, “Available Cash” as defined in the Limited Partnership Agreement, to the extent such amount is available for distribution and is so distributed to and received by the Borrower in cash during such period in the form of dividends or similar distributions.

“Available Investment Basket Amount” shall mean, on any date of determination, an amount equal to (a) the Cumulative Cash Flow Available for Restricted Payments Amount on such date minus (b) any amounts thereof used to make Investments pursuant to Section 6.04(a) after the Closing Date and on or prior to such date, minus (c) the aggregate amount of dividends or distributions made pursuant to Section 6.06(c)(i), minus (d) the aggregate amount of payments made after the Closing Date and on or prior to such date pursuant to Section 6.09(b)(i)(A).

“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 of this Agreement.

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

“Borrowing” shall mean a group of Loans of a single Type under any Facility and 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 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.

“Business Day” shall mean any day of the year, other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, and, where used in the context of Eurodollar Loans, is also a day on which U.S. Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“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 Collateral Account” shall have the meaning assigned to such term in Section 2.20(a).

“Cash Flow Available for Restricted Payments” shall have the meaning assigned to such term in Section 2.20(c)(ix).

“Cash Interest Expense” shall mean, for any period, Interest Expense of the Borrower and the Company for such period, less, to the extent, for each of clauses (a), (b), (c) and (e), 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 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 amendment, 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 if:

(a) at any time prior to an initial public offering of Equity Interests of (x) the Borrower or (y) any other Person who, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Borrower (a “Parent Company”), (i) a majority of the seats (other than vacant seats) on the board of directors of the Borrower shall at any time be occupied by Persons who were neither (A) nominated by the board of directors of the Borrower or a Permitted Holder, (B) appointed by directors so nominated nor (C) appointed by a Permitted Holder or (ii) a “Change in Control” shall occur under any Permitted Junior Debt or any other Indebtedness of the Borrower and the Company, in each case, that is Material Indebtedness;

(b) at any time prior to an initial public offering of Equity Interests of the Borrower or the Parent Company, any combination of Permitted Holders (or a single Permitted Holder) 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 Borrower or (ii) the economic interest represented by the issued and outstanding Equity Interests of the Borrower;

(c) at any time from and after an initial public offering of Equity Interests of the Borrower or the Parent Company, 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 (as defined above), 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 or such Parent Company, as applicable, 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; or

(d) at any time, (i) except as permitted pursuant to Section 6.05(b), the Borrower shall cease to directly own and control, of record and beneficially, 100% of the issued and outstanding Equity Interests of the Company, (ii) the Borrower shall cease to directly or, solely through the Company and the General Partner, indirectly own and control, of record and beneficially, a majority of the issued and outstanding general partnership interests in KGS, (iii) the Borrower shall cease to directly or, solely through the Company, indirectly own and control, of record and beneficially, a majority of the issued and outstanding Equity Interests of the General Partner or (iv) the General Partner shall cease to be the sole general partner of KGS.

“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, for purposes of Section 2.13(b), by any lending office of such Lender or by such Lender’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 Term Loans on the Closing Date hereunder.

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

“Collateral” shall mean all the “Collateral” as defined in any Security Document.

“Collateral Accounts” shall have the meaning assigned to such term in Section 2.20(a).

“Collateral Account Withdrawal Certificate” shall have the meaning assigned to such term in Section 2.20(c).

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

“Collateral Agreement” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit E, among the Borrower, the Guarantor 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 (which Collateral Agreement shall include a Guarantee of the Obligations of the Borrower by the Company);

(b) on the Closing Date, the Collateral Agent shall be the beneficiary of a pledge of all the issued and outstanding Equity Interests of the Company and any other Equity Interests directly owned on the Closing Date by the Borrower or the Company 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) with respect to any Equity Interests acquired by any Loan Party after the Closing Date, within 30 days of such acquisition, all such outstanding Equity Interests directly owned by a Loan Party shall have been pledged in accordance with the Collateral Agreement, 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 reasonably satisfactory to the Collateral Agent;

(d)(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 applicable Collateral Agreement, (ii) all Indebtedness of the Borrower and each Subsidiary of the Borrower having an aggregate principal amount in excess of U.S. $1.5 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 having an aggregate principal amount in excess of U.S. $1.5 million, received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

(e) all documents and instruments, including UCC financing statements, required by law or reasonably requested by the Collateral Agent to be 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 to the extent required by, and with the priority required by, the Security Documents, 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;

(f) 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; and

(g) 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;

provided, that, (x) the Collateral and Guarantee Requirement shall not require the grant of a Lien or provision of a guarantee by any Person over those assets as to which the Administrative Agent and the Collateral Agent shall determine in their reasonable discretion that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby and (y) no asset in respect of which a Lien has been granted to the Collateral Agent for the benefit of the Secured Parties shall be subject to any other Lien except for, in the case of any asset other than Equity Interests, any Lien permitted under Section 6.02 and, in the case of Equity Interests, Liens arising by operation of law.

“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, with respect to any Lender, such Lender’s Term Loan Commitment and Incremental Commitment.

“Communications” shall have the meaning assigned to such term in Section 9.17.

“Company” shall mean Quicksilver Gas Services Holdings LLC, a limited liability company organized under the laws of Delaware.

“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.

“Control Agreement” shall mean one or more control agreements entered into by the Borrower, the Collateral Agent and the Depositary Bank, which (i) provides that the Depositary Bank will comply with any instructions or entitlement orders originated by the Borrower and, upon delivery of written notice that a Default or Event of Default has occurred, the Collateral Agent (but not, after such notice, the Borrower), (ii) is otherwise sufficient to establish the Collateral Agent’s control per Section 9-104 of the UCC, (iii) provides the Collateral Agent with a perfected, first priority security interest in all amounts (including investments and the proceeds thereof) from time to time on deposit in the Cash Collateral Account, the Initial Interest Account or the Earn-Out Account, as applicable, and (iv) is otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“Credit Event” shall have the meaning assigned to such term in Article IV.

“Crestwood” shall have the meaning assigned to such term in the first recital hereto.

“Cumulative Cash Flow Available for Restricted Payments Amount” shall mean, at any date, an amount, not less than zero, determined on a cumulative basis equal to the amount of Cash Flow Available for Restricted Payment for all periods ending after the Closing Date.

“Cure Amount” shall have the meaning assigned to such term in Section 7.02.

“Cure Right” shall have the meaning assigned to such term in Section 7.02.

“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 the Company on such date.

“Debt Fund Affiliates” shall mean (i) Energy Capital Partners, (ii) any fund managed by, or under common management with, Energy Capital Partners and (iii) any other Affiliate of the Borrower that is a bona fide diversified debt fund.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.09(d).

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender that (a) has failed to pay over to the Administrative Agent or any other Lender any 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 (b) 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.

“Depositary Bank” shall mean the bank or securities intermediary at which the Cash Collateral Account, the Initial Interest Account and the Earn-Out Account are maintained by the Borrower.

“Designated Lender” shall mean any Debt Fund Affiliates or any Non-Debt Fund Affiliates.

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

“Earn-Out Account” shall have the meaning assigned to such term in Section 2.20(a).

“Earn-Out Payments” shall have the meaning assigned to such term in Section 2.18(a).

“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(n).

“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 third 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 Subsidiary of the Borrower.

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

“Eurodollar Loan” shall mean any Loan to the Borrower bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate in accordance with the provisions of Article II.

“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)).

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, Available Cash of the Borrower for such Excess Cash Flow Period, minus, any amounts required to be disbursed pursuant to Section 2.20(c)(i) through (vi) during such Excess Cash Flow Period.

“Excess Cash Flow Period” shall mean (a) the period beginning on the Closing Date and ending on the first day following the Closing Date on which Available Cash is distributed to the Borrower and (b) each period thereafter beginning on the day after the end of such prior period and ending on the day that Available Cash is next distributed to the Borrower.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Indebtedness” shall mean all Indebtedness permitted to be incurred under Section 6.01 (other than the Indebtedness incurred pursuant to clause (k) thereof, but including Permitted Refinancing Debt incurred in respect of Indebtedness incurred pursuant to such clause (k)).

“Excluded Taxes” shall mean, with respect to any Agent, any Lender 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, 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 2.17(b), (i) any federal withholding tax imposed by the United 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 or other recipient at the time such Agent, Lender or other recipient becomes a party to any Loan Document (or designates a new lending office), except to the extent that such Lender 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 2.15(a) or Section 2.15(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 2.15(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).

“Facilities” shall mean the respective facility and commitments utilized in making Term Loans or Incremental Term Loans hereunder, it being understood that as of the date of this Agreement there is one Facility, i.e., the Term 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 Administrative Agent Fees, the Upfront Closing Fees and any other fees payable under the Fee Letter.

“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.

“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.

“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 mean Quicksilver Gas Services GP LLC.

“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.

“Increased Amount Date” shall have the meaning assigned to such term in Section 2.18.

“Incremental Commitments” shall have the meaning assigned to such term in Section 2.18.

“Incremental Lender” shall have the meaning assigned to such term in Section 2.18.

“Incremental Maturity Date” shall mean the maturity date of any Additional Term Loan Tranche.

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.18.

“Incremental Term Loan Facility” shall have the meaning assigned to such term in Section 2.18.

“Incremental Term Loan Installment Dates” shall mean the Quarterly Payment Dates scheduled for the repayment of principal of any Incremental Term Loan as determined pursuant to the terms of Section 2.18(a).

“Incremental Upfront Fee” shall have the meaning assigned to such term in Section 2.18(a).

“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 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 Interest Account” shall have the meaning assigned to such term in Section 2.20(a).

“Initial Interest Payment Amount” shall mean an amount equal to the interest payments required to be made by the Borrower under Section 2.11 of this Agreement prior to February 22, 2011.

“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) Available Cash to (b) Cash Interest Expense; provided that to the extent any Asset Disposition (other than any Partnership Transaction), any Asset Acquisition or any Partnership Transaction (or any similar transaction or transactions for which a waiver or a consent of the Required Lenders pursuant to Section 6.04, 6.05 or 6.13 has been obtained) or incurrence or repayment of Indebtedness of the Borrower or the Company (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;

provided, further that notwithstanding the foregoing, the “Interest Coverage Ratio” as of (i) March 31, 2011 shall be calculated based on the ratio of (a) Available Cash to (b) Cash Interest Expense, in each case for the fiscal quarter ending on such date, (ii) June 30, 2011 shall be calculated based on the ratio of (a) Available Cash to (b) Cash Interest Expense, in each case for the two consecutive fiscal quarters ending on such date, and (iii) September 30, 2011 shall be calculated based on the ratio of (a) Available Cash to (b) Cash Interest Expense, in each case for the three consecutive fiscal quarters ending on such date.

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Term Borrowing in accordance with Section 2.05, in substantially the form of Exhibit D.

“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 stand alone 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 (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 or the Company 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, and (b) with respect to any ABR Loan, the last Business Day of each calendar quarter.

“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, 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 2.05 or repaid or prepaid in accordance with Section 2.08 or 2.09; 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 Term Loan 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.

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

“KGS” shall mean Quicksilver Gas Services LP, a limited partnership organized under the laws of Delaware.

“KGS Credit Agreement” shall mean that certain Credit Agreement, dated as of the date hereof, by and among KGS, BNP Paribas, as Administrative Agent, and the other parties from time to time party thereto, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.

“KGS Financial Covenant” shall mean the maximum leverage ratio covenant in the KGS Credit 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 Term Loans or outstanding Incremental Term Loans.

“Leverage Ratio” shall mean, on any date, the ratio of (a) Net Debt as of such date, determined in accordance with GAAP, to (b) Available Cash for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date; provided that to the extent any Asset Disposition (other than any Partnership Transaction), any Asset Acquisition or any Partnership Transaction (or any similar transaction or transactions that require a waiver or a consent of the Required Lenders pursuant to Section 6.04, 6.05 or 6.13) 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 occurrence; provided, further that notwithstanding the foregoing, solely for purposes of calculating the Leverage Ratio, “Available Cash” for (i) the four consecutive fiscal quarters ended March 31, 2011 shall be deemed to be the Available Cash for the fiscal quarter ended March 31, 2011 multiplied by four, (ii) the four consecutive fiscal quarters ended June 30, 2011 shall be deemed to be the Available Cash for the two consecutive fiscal quarters ended June 30, 2011 multiplied by two, and (iii) the four consecutive fiscal quarters ended September 30, 2011 shall be deemed to be the Available Cash for the three consecutive fiscal quarters ended September 30, 2011 multiplied by four-thirds.

“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.

“Limited Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership of KGS, dated as of February 19, 2008, as amended, restated, supplemented or otherwise modified as permitted hereunder.

“Loan Documents” shall mean this Agreement, the Security Documents and any promissory note issued under Section 2.07(d).

“Loan Parties” shall mean the Borrower and the Company.

“Loans” shall mean the Term Loans and the Incremental Term Loans.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“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, 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 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 (a) with respect to the Borrower or the Company, Indebtedness (other than Loans) of the Borrower or the Company in an aggregate principal amount exceeding U.S. $4.0 million, and (b) with respect to KGS or any of its Subsidiaries, Indebtedness of KGS and/or such Subsidiary in an aggregate principal amount exceeding U.S. $20.0 million.

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

“Moody’s” shall mean Moody’s Investors Service, Inc.

“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 Debt” at any date shall mean Debt of the Borrower and the Company on such date minus cash and Permitted Investments of the Borrower and the Company in an amount not to exceed U.S. $5.0 million, to the extent the same (t) is not required to be used to prepay Loans pursuant to Section 2.09(b) or 2.09(c), (u) does not represent the proceeds of Permitted Cure Securities or cash contributions described in Section 7.02, (v) does not constitute Available Cash or amounts on deposit in the Earn-Out Account or the Initial Interest Account, (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.

“Net Proceeds” shall mean:

(a) 100% of the cash proceeds actually received by the Borrower or the Company (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 the Company (other than those pursuant to Section 6.05(a), (b), (c), (e), (f), (g), or (h)) net of (i) attorneys’ fees, accountants’ fees, investment banking fees, sales commissions, transfer 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 (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed U.S. $250,000 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. $500,000; and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or the Company 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(b).

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.17(c).

“Non-Debt Fund Affiliates” shall mean First Reserve Corporation, the Borrower and any other Affiliate of the Borrower other than any Debt Fund Affiliates.

“Non-U.S. Lender” shall have the meaning assigned to such term in Section 2.15(e).

“Obligations” shall mean all amounts owing to any of the Agents, any Lender, any Depositary Bank 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 or to the Depositary Bank pursuant to the terms of any agreement entered into by any Loan Party with respect to the Cash Collateral Account, the Initial Interest Account or the Earn-Out Account, respectively, or pursuant to the terms of any Guarantee thereof, including, without limitation, with respect to any Loan, Secured Cash Management Agreement, Secured Swap Agreement or other 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, any Secured Swap Agreement or any agreement entered into by any Loan Party with respect to the Cash Collateral Account, the Initial Interest Account or the Earn-Out Account, 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.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, intangible 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.

“Parent Company” shall have the meaning assigned to such term in clause (a) of the definition of “Change in Control”.

“Parent Credit Facilities” shall mean that certain Amended and Restated Credit Agreement, dated as of February 9, 2007, among Quicksilver Resources Inc., the financial institutions party thereto, JPMorgan Chase Bank, N.A., as global administrative agent, and the other agents party thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Parent Subordinated Note” shall mean that certain Subordinated Promissory Note, dated as of August 10, 2007, made by KGS payable to the order of Quicksilver Resources Inc. and purchased by the Borrower in connection with the Acquisition.

“Participant” shall have the meaning assigned to such term in Section 9.04(c).

“Partnership Group” shall have the meaning assigned to such term in the Limited Partnership Agreement.

“Partnership Transaction” shall mean any sale, transfer or disposition of limited partnership interests of KGS permitted pursuant to Section 6.05(d), any sale, transfer or other disposition of Equity Interests in the General Partner permitted pursuant to Section 6.05(i), any sale, transfer or disposition of general partnership interests of KGS permitted pursuant to Section 6.13 and any issuance of Equity Interests by the General Partner permitted pursuant to Section 6.13.

“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 Cure Security” shall mean (i) a common equity security of the Borrower or, if the proceeds of such security are contributed to the Borrower, a Parent Company or (ii) other equity securities having no mandatory redemption, repurchase or similar requirements prior to 91 days after the later of the Term Loan Maturity Date and any Incremental Maturity Date with respect to any Additional Term Loan Tranche that is in effect on the date such security is issued, upon which all dividends or distributions (if any) shall be payable solely in additional shares of such equity security.

“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 the Company on a consolidated basis as of the end of the Borrower’s most recently completed fiscal year.

“Permitted Junior Debt” shall mean (a) unsecured subordinated Indebtedness issued or incurred by the Borrower and (b) unsecured senior Indebtedness issued by the Borrower, (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 six months after the Term Loan Maturity Date (or such later date that is the latest final maturity date of any incremental extension of credit under this Agreement), (2) provide for covenants and events of default customary for Indebtedness of a similar nature as such Permitted Junior Debt and (3) 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 the 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 Event of Default shall have occurred and be continuing or would result therefrom.

“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 shall be in compliance, on a Pro Forma Basis after giving effect to such Permitted Refinancing Indebtedness, with the covenant contained in Section 6.10 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower, (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 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.

“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 Liens permitted pursuant to Section 6.02 other than Liens permitted pursuant to clauses (b), (h), (q), (s) and (t) of Section 6.02.

“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 Available Cash on a Pro Forma Basis, pro forma effect shall be given to any Asset Disposition (other than any Partnership Transaction), any Asset Acquisition and any Partnership Transaction (or any similar transaction or transactions that require a waiver or consent of the Required Lenders pursuant to Section 6.04, 6.05 or 6.13), 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 Disposition (other than any Partnership Transaction), Asset Acquisition or Partnership Transaction 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 and (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.

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 (other than any Partnership Transaction) (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 (other than any Partnership Transaction) or other similar transaction, to the extent that the Borrower delivers to the Administrative Agent (i) a certificate of 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.

“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.

“Public Lender” shall have the meaning assigned to such term in Section 9.17.

“PUHCA” shall have the meaning assigned to such term in Section 3.08(b).

“Quarterly Payment Date” shall mean the day which is 5 Business Days after the 45^th day after the end of any fiscal quarter of the Borrower. The first Quarterly Payment Date shall be February 22, 2011.

“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 leased by the Borrower or any other Loan Party together with all improvements and appurtenant fixtures, easements, other property and rights incidental to the lease or operation thereof.

“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 D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“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.

“Rejection Notice” shall have the meaning assigned to such term in Section 2.09(d).

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective partners, directors, officers, employees, agents, trustees 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.

“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 Loans and Commitments outstanding that, taken together, represent more than 50% of the sum of all Loans and Commitments outstanding. The Loans and Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time and the Loans and Commitments of any Non-Debt Fund Affiliate shall, for purposes of this definition, be subject to Section 9.22.

“Required Percentage” shall mean, with respect to any Excess Cash Flow Period occurring, (i) 75%, if the Leverage Ratio at the end of such Excess Cash Flow Period is greater than or equal to 4.00 to 1.00, (ii) 50%, if the Leverage Ratio at the end of such Excess Cash Flow Period is less than 4.00 to 1.00 but greater than or equal to 3.25 to 1.00, and (iii) 25%, if the Leverage Ratio at the end of such Excess Cash Flow Period is less than 3.25 to 1.00.

“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.

“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 Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

“Secured Parties”, with respect to a Collateral Agreement, shall have the meaning ascribed to such term in such Collateral Agreement, and collectively shall mean all such parties.

“Secured Swap Agreement” means 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 Collateral Agreement, the Control Agreements 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 the Company in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement or a 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.

“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, 3.16 and 3.21.

“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 or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) 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 any Lender 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(d).

“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.

“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 shall be a Swap Agreement.

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

“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.

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

“Term Lender” shall mean a Lender with a Term Loan Commitment or with outstanding Term Loans.

“Term Loan Commitment” shall mean, with respect to any Lender, the amount set forth on Schedule 2.01 under the heading Term Loan Commitment. The aggregate amount of the Term Loan Commitments on the Closing Date is U.S. $180,000,000.

“Term Loan Facility” shall mean the Term Loan Commitments and the Term Loans made hereunder.

“Term Loan Installment Date” shall have the meaning assigned to such term in Section 2.08(a).

“Term Loan Maturity Date” shall mean October 1, 2016 (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).

“Term Loans” shall mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01.

“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 Equity Financing; and (d) the payment of all fees and expenses owing in connection with the foregoing.

“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 the Uniform Commercial Code as in effect in the applicable jurisdiction.

“Upfront Closing Fees” shall have the meaning assigned to such term in Section 2.10(b).

“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.

“Yield Differential” shall have the meaning specified in Section 2.18(a).

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.

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 Lender party hereto on the Closing Date agrees to make Term Loans to the Borrower in the applicable amount set forth opposite its name on Schedule 2.01 on the Closing Date in U.S. Dollars in an aggregate principal amount that will not result in the aggregate amount of such Lender’s Term Loans exceeding such Lender’s Term Loan Commitment. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The Term Loan Facility shall be made available as ABR Loans and 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 of the same Type and in the same currency made by the Lenders ratably in accordance with their respective Commitments. 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 not joint 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) Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Interest Periods in respect of Borrowings outstanding.

(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 the Term Loan Maturity Date or any Incremental Maturity Date, as applicable.

Section 2.03. Requests for Borrowings. To request a Borrowing, 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) the aggregate amount of the requested Borrowing;

(b) the date of such Borrowing, which shall be a Business Day;

(d) in the case of a Borrowing consisting of a Eurodollar Loan, the initial Interest Period to be applicable thereto; and

(e) the location and number of the Borrower’s account to which funds are to be disbursed.

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. 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, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. 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.

(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 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 2.05. 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, in the case of a Borrowing 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.

(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 2.06. Termination of Commitments. The parties hereto acknowledge that the Term Loan Commitments will terminate at 5 p.m. New York City time on the Closing Date.

Section 2.07. Evidence of Debt . (a) 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.

(b) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, 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 from the Borrower 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.

(c) The entries made in the accounts maintained pursuant to paragraph (a) or (b) 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 in accordance with the terms of this Agreement.

(d) Any Lender may request that Loans made by it to the Borrower 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 2.08. Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Term Lender the then unpaid principal amount of each Term Loan made to the Borrower on such dates and in such amounts as provided in this Section. Subject to adjustment pursuant to paragraph (c) of this Section 2.08, (i) the Borrower shall repay on each Quarterly Payment Date (each such date being referred to as a “Term Loan Installment Date”) an amount equal to U.S. $450,000 and (ii) the Borrower shall repay on the Term Loan Maturity Date all remaining amounts of the Term Loans then outstanding. All payments on account of the Term Lenders in respect of this Section 2.08(a) shall be applied to the Term Lenders on a pro rata basis. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Incremental Lender, on each Incremental Term Loan Installment Date, a principal amount of the Incremental Term Loans (as adjusted from time to time pursuant to the terms hereof) equal to the amount set forth for such date in the applicable documentation documenting such Incremental Term Loans, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment. All payments on account of the Incremental Lenders in respect of this Section 2.08(a) shall be applied to the Incremental Lenders on a pro rata basis.

(b) To the extent not previously paid, all Term Loans shall be due and payable on the Term Loan Maturity Date, and to the extent not previously paid, all Incremental Term Loans shall be due and payable on the applicable Incremental Maturity Date in respect thereof.

(c) Prepayment of the Loans (i) pursuant to Section 2.09(b) or 2.09(c), respectively, shall be applied, first, in direct order of maturity to all amortization payments in respect of the Loans due in the immediately succeeding 24 month period from the date of such prepayment, and second, on a pro rata basis to the remaining amortization payments in respect of the Loans, and (ii) from any optional prepayments pursuant to Section 2.09(a) shall be applied to the remaining amortization payments in respect of the Loans as directed by the Borrower, and all such payments pursuant to clause (i) and (ii) shall be applied ratably among the Lenders (other than the Lenders that reject such payment pursuant to Section 2.09(d)) and shall be applied on a pro rata basis as between the Term Loans and the Incremental Term Loans, if any.

(d) Prior to any repayment of any Borrowing under any applicable Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the Facility 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 shall be applied ratably to the Loans included in the repaid Borrowing.

Section 2.09. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay Loans in whole or in part (but subject to Section 2.14 and Section 2.09(e)), in an aggregate principal amount that is an integral multiple of U.S. $1.0 million and not less than U.S. $1.0 million or, if less, the amount outstanding, subject to prior notice in the form of Exhibit B hereto provided in accordance with Section 2.08(d).

(b) The Borrower shall apply all Net Proceeds promptly upon (and in any event within three Business Days of) receipt thereof by the Borrower or the Company to prepay Loans made to the Borrower in accordance with paragraph (c) of Section 2.08. The Borrower shall apply all proceeds of Permitted Cure Securities or cash contributions described in Section 7.02 promptly upon (and in any event within three Business Days of) receipt thereof to prepay Loans made to the Borrower in accordance with paragraph (c) of Section 2.08. The Borrower shall apply all cash consideration received by any Person in connection with a sale, transfer or disposition of general partnership interests of KGS permitted under Section 6.13(d) (net of (i) attorneys’ fees, accountants’ fees, investment banking fees, sales commissions, transfer taxes, required debt payments and required payments of other obligations relating to such general partnership interests (other than pursuant hereto or pursuant to Permitted Junior Debt) and any cash reserve for adjustment in respect of the sale price of such general partnership interests 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) and in connection with an issuance of Equity Interests of the General Partner permitted under Section 6.13(d) (net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance) promptly upon (and in any event within three Business Days of) receipt thereof by any Person to prepay Loans made to the Borrower in accordance with paragraph (c) of Section 2.08, it being understood and agreed that in determining the amount of the prepayment required pursuant to this sentence, 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.

(c) Not later than each Quarterly Payment Date, the Borrower shall calculate Excess Cash Flow for the Excess Cash Flow Period most recently ended prior thereto and the Borrower shall apply to prepay the Loans in accordance with paragraph (c) of Section 2.08 an aggregate amount equal to (i) the Required Percentage of such Excess Cash Flow, less (ii) (A) any voluntary prepayments of Loans during such Excess Cash Flow Period, and (B) any voluntary prepayment permitted hereunder of Indebtedness of the Borrower or the Company (other than revolving loans or other revolving extensions of credit) with cash during such Excess Cash Flow Period to the extent not financed using the proceeds of the incurrence of Indebtedness or the issuance of Equity Interests. Not later than five (5) Business Days after the end of each Excess Cash Flow Period, the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period and the calculation thereof in reasonable detail.

(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 (b) or (c) of this Section 2.09 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. Each Lender may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to paragraph (b) or (c) of this Section 2.09 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Loans. Any Declined Proceeds shall be retained by the Borrower in the Cash Collateral Account and be applied by the Borrower in accordance with clause (ix) of Section 2.20(c) or otherwise shall remain in the Cash Collateral Account for further application in accordance with the terms of Section 2.20(c).

(e) Upon (i) any optional prepayments pursuant to Section 2.09(a), (ii) any mandatory prepayment pursuant to Section 2.09(b) required as a result of the receipt of Net Proceeds pursuant to clause (b) of the definition of Net Proceeds or (iii) any refinancing of any outstanding Loans pursuant to an amendment permitted under Section 9.08 (including paragraph (e) thereof), in each case, the Borrower shall pay to the Lenders (other than those Lenders that reject such payment pursuant to Section 2.09(d)) a non-refundable prepayment fee equal to (x) if on or prior to the 12-month anniversary of the Closing Date, 3.00% of the aggregate principal amount of such prepayment or the aggregate principal amount of the loans repriced (or effectively refinanced), (y) if after the 12-month anniversary of the Closing Date but on or prior to the 24-month anniversary of the Closing Date, 2.00% of the aggregate principal amount of such repayment or the aggregate principal amount of the loans repriced (or effectively refinanced) and (z) if after the 24-month anniversary of the Closing Date but prior to the 36-month anniversary of the Closing Date, 1.00% of the aggregate principal amount of such prepayment or the aggregate principal amount of the loans repriced (or effectively refinanced).

Section 2.10. Fees.

(a) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the administrative fee set forth in clause (b) of the second paragraph of the Fee Letter at the times specified therein (the “Administrative Agent Fees”).

(b) The Borrower agrees to pay on the Closing Date to the Lenders party to this Agreement as Lenders on the Closing Date, as fee compensation for the funding of such Lenders’ Loans, closing fees (collectively, the “Upfront Closing Fees”) in an amount equal to 2.00% of the aggregate principal amount of the Term Loan Commitments on the Closing Date, payable to each such Lender from the proceeds of the Loans as and when funded on the Closing Date. Such Upfront Closing Fees shall be allocated among the Lenders party to this Agreement as Lenders on the Closing Date ratably in accordance with the stated principal amount of each such Lender’s Loans as of the Closing Date. Such Upfront Closing Fees will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

(c) 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. Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.11. Interest. (a) The Borrower shall pay interest on the unpaid principal amount of each ABR Loan made to the Borrower at the Alternate Base Rate plus the Applicable Margin.

(b) The Borrower shall pay interest on the unpaid principal amount of each Eurodollar Loan made to the Borrower 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 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 on the Term Loan Maturity Date or the applicable Incremental Maturity Date, as applicable; 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 prior to its stated maturity), 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 as calculated based on the Prime Rate, a year of 365 days or 366 days, as the case may be; or (ii) if based on the Alternate Base Rate (other than as calculated based on the Prime Rate) or the Eurodollar Rate, on the basis of a year of 360 days.

(f) Notwithstanding anything to the contrary herein, until the date that is the earlier of (x) 30 days after the Closing Date and (y) the completion of the syndication of the Loans and Commitments under this Agreement (as determined by the Joint Lead Arrangers in their sole discretion), the Loans shall be maintained as either (1) Eurodollar Loans having an Interest Period of no longer than one month or (2) if applicable, Base Rate Loans.

Section 2.12. 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 that the Adjusted 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.

Section 2.13. 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

(ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Loans made by such Lender (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 2.15 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 reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) (except, in each case (A) for Indemnified Taxes 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 such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered in connection therewith.

(b) If any Lender 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 capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or any of the Loans made by such Lender or as a consequence of the Commitments to make any of the foregoing, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered in connection therewith.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender 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 the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Promptly after any Lender has determined that it will make a request for increased compensation pursuant to this Section 2.13, such Lender shall notify the Borrower thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’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 2.14. 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 2.17, 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 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 2.15. 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 or Lender 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 and each Lender, 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 or such Lender and without duplication of any amounts indemnified under Section 2.15(a)) paid by the Administrative Agent or such Lender, 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 by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error of the Lender 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 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 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, 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, 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, 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. Each Lender 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 that is entitled to an exemption from or reduction of withholding Tax otherwise indemnified against by a Loan Party pursuant to this Section 2.15 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 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 judgment such completion, execution or submission would not materially prejudice such Lender.

(f) If the Administrative Agent or a Lender 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 2.15, 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 2.15 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 or such Lender (including any Taxes imposed with respect to such refund) as is determined by the Administrative Agent or such Lender 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 or such Lender, 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 or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender 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 2.16. 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 or fees, or of amounts payable under Section 2.13, 2.14 or 2.15, 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 that payments pursuant to Sections 2.13, 2.14, 2.15 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 principal or interest in respect of any Loan shall in each case be made in the currency in which such Loan was made. 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, 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 then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal 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 Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its 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 the 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 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 to any assignee or participant, other than to the Borrower or any Subsidiary of the Borrower (as to which this paragraph (c) shall apply, except in the case of any assignment to the Borrower or any Subsidiary of the Borrower made pursuant to an offer made to all Lenders in accordance with the terms of Section 9.04(e)(2) (in which case this paragraph (c) shall not apply to those Lenders who have rejected such offer)). 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.

(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 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, as applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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(b) or 2.16(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 2.17. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, 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 2.15, 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 2.13 or 2.15, 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 2.13, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender is a Defaulting Lender, then the Borrower 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) the Borrower shall have received the prior written consent of the Administrative Agent, 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, 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 the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.17 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 its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, 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, (including any such Obligation pursuant to Section 2.09(e)) 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, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04.

Section 2.18. Increase in Commitments. (a) Incremental Commitments. No more than two (2) times following the earlier of (x) the completion of the syndication of the Term Loan Facility (as reasonably determined by the Administrative Agent) and (y) 90 days after the Closing Date and prior to the Term Loan Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to the Commitments (any such increase, the “Incremental Commitments”), by an amount not in excess of U.S. $72.0 million in the aggregate or a lesser amount not to exceed any Earn-Out Payment then due and payable. Such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Incremental Commitments and the date the Incremental Term Loans shall be made available, which shall be a date not less than five (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 Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Incremental Lender”) to whom the Incremental Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that (x) any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide a Incremental Commitment; it being understood that no Lender is committing to provide any Incremental Commitment until such time as such Lender agrees in writing to provide all or a portion of the Incremental Commitment and then only to the extent that such commitment complies with the requirements of Regulation U and Regulation X and (y) any such allocation to the Borrower or any of its Affiliates (including any Designated Lender) shall be subject to the terms of Section 9.04(e) and 9.22. Such Incremental Commitments shall become effective as of such Increased Amount Date, and 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 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; (iv) the Leverage Ratio shall be less than 5.75 to 1.00 calculated on a Pro Forma Basis after giving effect to such Incremental Commitments and Incremental Term Loans, as of the last day of the most recently ended fiscal quarter in respect of the Borrower, (v) such increase in the Incremental Commitments shall be evidenced by one or more joinder agreements executed and delivered to the 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 2.15(e); (vi) the Borrower shall make any payments required pursuant to Section 2.14 in connection with the provisions of the Incremental Commitments; (vii) if the initial yield (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted Eurodollar Rate on such Incremental Term Loans, (y) if such Incremental Term Loans are initially made at a discount or the Lenders making the same receive an upfront fee from the Borrower or any Subsidiary for doing so (the amount of such discount or upfront fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as the “Incremental Upfront Fee”) and (z) interest rate floors applicable to such Incremental Term Loans (or, in the event that there are no interest rate floors applicable to such Incremental Term Loans or the interest rate floors applicable to such Incremental Term Loans are less than the interest rate floors applicable to the Term Loans, the Adjusted Eurodollar Rate (taking into account the interest rate floors, if any, applicable to such Incremental Term Loans) applicable to such Incremental Term Loans for a one-month Interest Period commencing on the applicable Increased Amount Date)) of any Incremental Term Loans exceeds the initial yield of the Term Loans (as determined by the Administrative Agent to be equal to the sum of (x) the margin above the Adjusted Eurodollar Rate on the Term Loans, (y) the Upfront Closing Fee and (z) interest rate floors applicable to the Term Loans (or, in the event that there are no interest rate floors applicable to such Incremental Term Loans or the interest rate floors applicable to such Incremental Term Loans are less than the interest rate floors applicable to the Term Loans, the Adjusted Eurodollar Rate (taking into account the interest rate floors applicable to the Term Loans) applicable to the Term Loans for a one-month Interest Period commencing on the applicable Increased Amount Date)) by more than 25 basis points (the amount of such excess being referred to herein as the relevant “Yield Differential”)), then each Applicable Margin for each adversely affected existing Term Loan, as applicable, shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loan or the providing of the Incremental Commitment, as the case may be, (viii) neither the maintaining of the Loans nor the commitment to make (or the making of) the Incremental Term Loan and the granting and maintaining of the security interest in connection with the obligations created thereby, will, whether directly or indirectly, and whether immediately, incidentally or ultimately be a violation of, or inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X, and the Borrower will furnish to the Administrative Agent and each Lender a purpose statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U, and (ix) the proceeds of any Incremental Term Loans shall be used solely to make earn-out payments (“Earn-out Payments”), if any, due and payable pursuant to the terms of the Acquisition Agreement. 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 that is not provided such Incremental Commitment or Incremental Term Loans.

(b) Subject to the satisfaction of the foregoing terms and conditions, any loans made in respect of any such Incremental Commitment may be made, at the option of the Borrower, as either (i) an incremental Term Loan Commitment, in which case such Incremental Commitment shall be deemed for all purposes a Term Loan Commitment, and (r) each loan made thereunder shall be deemed, for all purposes, a Term Loan, (s) each Incremental Lender shall become a Term Lender with respect to the Term Loan Commitments and all matters relating thereto and (t) the Incremental Term Loans shall have the same terms as the existing Term Loans and be made by each Incremental Lender on the Increased Amount Date, or (ii) a new tranche of term loans (an “Additional Term Loan Tranche”) in a separate Facility (the “Incremental Term Loan Facility”); provided that any Additional Term Loan Tranche (x) shall not mature prior to the Term Loan Maturity Date and shall have a weighted average life to maturity that is no shorter than the weighted average life to maturity of the Term Loan Facility, (y) the interest rates applicable to such Additional Term Loan Tranche shall be determined by the Borrower and the Incremental 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 Lenders and in any event pursuant to documentation applicable to and consistent with the Term Loan Facility, provided that to the extent such terms and documentation are not consistent with the Term Loan Facility, except to the extent provided by sub-clauses (x) and (y) above, they shall be reasonably satisfactory to the Administrative Agent.

(c) All Incremental Term Loans made on any Increased Amount Date will be made in accordance with the procedures set forth in Section 2.03.

(d) 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.

(e) As a condition precedent to the Borrower’s incurrence of additional Indebtedness pursuant to this Section 2.18, the Borrower shall, and shall cause the Company 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.

Section 2.19. 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 2.20. Cash Receipts. (a) Establishment of Accounts. The Borrower shall establish (i) a deposit account (such deposit account, together with any successor or renumbered accounts, the “Cash Collateral Account”), (ii) a securities account (such securities account, together with any successor or renumbered accounts, the “Earn-Out Account”), and (iii) a deposit account (such deposit account, together with any successor or renumbered accounts, the “Initial Interest Account”, together with the Cash Collateral Account and the Earn-Out Account, the “Collateral Accounts”), in each case, with the Collateral Agent or an Affiliate of the Collateral Agent subject to a fully perfected first priority security interest and a Control Agreement in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Obligations.

(b) Deposits into Accounts; Distribution of all Available Cash; Maintenance of Accounts. On the Closing Date, the Borrower shall deposit the Initial Interest Payment Amount into the Initial Interest Account. All Available Cash shall be deposited as and when it arises (without regard to whether the current fiscal period in which it arises has closed) directly to, and shall be retained in, the Cash Collateral Account, subject to Section 2.20(c). The Borrower shall cause each of the Company and the General Partner to distribute all Available Cash to the Borrower as and when such Available Cash is received by either the Company or the General Partner. All proceeds of any Incremental Term Loans and all withdrawals from the Cash Collateral Account pursuant to Section 2.20(c)(viii) below shall be deposited into the Earn-Out Account. Other than the Collateral Accounts, the Borrower shall not have any other deposit accounts or securities accounts (other than an account into which it may deposit (i) any Cash Flow Available for Restricted Payments permitted to be withdrawn pursuant to Section 2.20(c)(ix), (ii) any amounts withdrawn from the Initial Interest Account pursuant to the first proviso of Section 2.20(d)) and (iii) the proceeds of the Equity Interests (other than proceeds received as a result of the exercise of Cure Rights pursuant to Section 7.02) of the Borrower. The Borrower shall deposit in the Cash Collateral Account, as and when received, all cash and cash equivalents not required to be deposited in the Earn-Out Account or the Initial Interest Account (except the amounts referred to in clauses (i), (ii) and (iii) in the parenthetical in the immediately preceding sentence and, in the case of any such cash proceeds arising from (a) the incurrence, issuance or sale by the Borrower or the Company of any Indebtedness (other than Excluded Indebtedness) or (b) any loss, damage, destruction or condemnation of, or of any sale, transfer or other disposition to any Person of, any asset or assets of the Borrower or the Company (other than those pursuant to Section 6.05(a), (b), (c), (e), (f), (g), or (h)), any amount permitted to be netted therefrom pursuant to the definition of “Net Proceeds”)).

(c) Withdrawals from the Cash Collateral Account. Amounts in the Cash Collateral Account shall be disbursed as directed by the Borrower (which disbursements shall be described in a certificate executed and delivered by a Responsible Officer of the Borrower to the Administrative Agent and the Collateral Agent at the time of such disbursement detailing the amounts and Persons paid in accordance with the following clauses (i) through (ix) (such certificate, a “Collateral Account Withdrawal Certificate”)), to the extent available at the following times and in the following order of priority (with no payment referred to in each clause below being made until all amounts referred to in the clauses preceding it have been made) or, upon the occurrence and during the continuance of a Default or an Event of Default, by the Administrative Agent or the Collateral Agent against the Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties, in the order set forth in clauses (ii) through (vi) below (with no payment referred to in each such clause below being made until all amounts referred to in such clauses preceding it have been made), followed by the payment of all other Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties on a ratable basis:

(i) first, absent a Default or Event of Default, from time to time, to the extent necessary to pay (x) operating expenses and corporate overhead, if any, of the Borrower or any parent company of the Borrower that are directly attributable to the Borrower that have become due and payable and have not yet been paid, provided, that such disbursements shall not exceed U.S. $187,500 in the aggregate with respect to any fiscal quarter and (y) expenses or payments made by any Parent Company on behalf of the Partnership Group, including salary, bonus, incentive compensation and other amounts paid to any Person to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group, solely to the extent that (1) the General Partner was reimbursed therefor by KGS pursuant to the Limited Partnership Agreement and the General Partner distributed such amounts to the Borrower (whether directly or through the Company) and (2) such amounts have become due and payable and have not yet been paid and no prior distribution has been made pursuant to this clause (y) in respect thereof;

(ii) second, from time to time as necessary to pay as and when due the fees, expenses and other amounts (including fees, charges and disbursements of counsel of the Administrative Agent and the Collateral Agent) payable to the Administrative Agent and the Collateral Agent in their capacities as such and Obligations payable to the Depositary Bank, ratably among the parties owed such obligations in proportion to the respective amounts owed each;

(iii) third, from time to time as necessary to pay as and when due all fees, indemnities and other amounts (other than principal, interest or prepayment fees) payable to the Lenders under the Loan Documents;

(iv) fourth, from time to time as necessary to pay as and when due (x) the interest on the Loans hereunder and (y) scheduled (but not termination) payments then owing under Secured Swap Agreements, ratably among the parties owed such obligations in proportion to the respective amounts owed each;

(v) fifth, from time to time as necessary to pay as and when due the scheduled amortization on the Loans payable to the Lenders;

(vi) sixth, from time to time as necessary to pay as and when due (x) unpaid principal of the Loans then due and payable (excluding any scheduled amortization as described in clause (v) above, but including all mandatory prepayments on the Loans pursuant to Section 2.09 other than pursuant to Section 2.09(c)), together with all interest and fees then due thereon or in respect thereof and (y) termination payments then owing under Secured Swap Agreements, ratably among the parties owed such obligations in proportion to the respective amounts owed each;

(vii) seventh, on any Quarterly Payment Date, an amount necessary to pay as and when due all mandatory prepayments of the Loans pursuant to Section 2.09(c), together with all interest then due thereon;

(viii) eighth, on any Quarterly Payment Date, as necessary to fund the Earn-Out Account such that the amount from time to time on deposit and available therein is at least equal to the maximum aggregate amount of all Earn-Out Payments that could be required to be paid; provided that on and after the date on which all Earn-Out Payments have been made or it is otherwise determined that no further Earn-Out Payments are or will be due, (A) any amounts remaining in the Earn-Out Account shall be released and shall continue to the following clause (ix) and (B) no further deposits will be made into the Earn-Out Account; and

(ix) finally, on any Quarterly Payment Date, (X) absent a continuing Default or Event of Default, (Y) if after such distribution the Borrower is in pro forma compliance with the Financial Performance Covenants and (Z) only if all payments referred to above in clauses (i) though (viii) above have been made in full, on any Quarterly Payment Date all remaining amounts to the Borrower (any amount available to be disbursed to the Borrower pursuant to this clause (ix), the “Cash Flow Available for Restricted Payments”).

(d) Withdrawals from the Initial Interest Account. On or prior to February 22, 2011, amounts in the Initial Interest Account shall be disbursed as directed by the Borrower (which disbursements shall be described in a certificate executed and delivered by a Responsible Officer of the Borrower to the Administrative Agent and the Collateral Agent at the time of such disbursement detailing the amounts and Persons paid), to the Administrative Agent on account of the Lenders, from time to time as necessary to pay as and when due the interest on the Loans hereunder; provided, that, after February 22, 2011, provided no Default or Event of Default has occurred and is continuing, the Borrower shall be permitted to deliver a withdrawal certificate executed and delivered by the Borrower to the Administrative Agent and the Collateral Agent and direct the Depositary Bank to deposit any amounts remaining in the Initial Interest Account to an account as directed by the Borrower, agreeing that no further deposits will be made into the Initial Interest Account and directing the Collateral Agent to close such account; provided, further, that, upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent and the Collateral Agent may apply all amounts on deposit in the Initial Interest Account against the Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties, in the order set forth in clauses (ii) through (vi) of Section 2.20(c) (with no payment referred to in each such clause being made until all amounts referred to in such clauses preceding it have been made), followed by the payment of all other Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties on a ratable basis.

(e) Withdrawals from the Earn-Out Account. Amounts in the Earn-Out Account shall be disbursed as directed by the Borrower (which disbursements shall be described in a certificate executed and delivered by a Responsible Officer of the Borrower to the Administrative Agent and the Collateral Agent at the time of such disbursement detailing the amounts and Persons paid), to make Earn-Out Payments when such payments are due and payable in accordance with the Acquisition Agreement; provided, that, on and after the date on which all Earn-Out Payments have been made (whether from distributions from the Earn-Out Account or otherwise) or it is otherwise determined that no further Earn-Out Payments are or will be due, on the next Quarterly Payment Date, the Borrower shall be permitted to deliver a withdrawal certificate executed and delivered by the Borrower to the Administrative Agent and the Collateral Agent and direct the Depositary Bank to distribute any amounts remaining in the Earn-Out Account pursuant to clause (ix) of Section 2.20(c), or, if such distribution cannot be made pursuant to the terms of such clause (ix), to deposit such remaining amount into the Cash Collateral Account, agreeing that no further deposits will be made into the Earn-Out Account and directing the Collateral Agent to close such account; provided, further, upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent and the Collateral Agent may apply all amounts on deposit in the Earn-Out Account against the Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties, in the order set forth in clauses (ii) through (vi) of Section 2.20(c) (with no payment referred to in each such clause being made until all amounts referred to in such clauses preceding it have been made), followed by the payment of all other Obligations of the Borrower that are then due and payable to the Agents, the Lenders and the other Secured Parties on a ratable basis.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to each of the Lenders with respect to itself and the Company that:

Section 3.01. Organization; Powers. Each of the Borrower and the Company (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.

Section 3.02. Authorization; No Conflicts. The execution, delivery and performance by the Borrower and the Company 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 the Company and (b) will not (i) violate any provision of (A) law, statute, rule or regulation, or (B) the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or the Company, any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any indenture, lease, agreement or other instrument to which the Borrower or the Company 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) 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 the Company, other than the Liens created by the Loan Documents.

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 (or the filing of financing statements under any other local equivalent), (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, or (c) 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 KGS for the years ended December 31, 2007, December 31, 2008 and December 31, 2009 (which have heretofore been furnished to the Lenders), 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 KGS 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 KGS 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 KGS 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 KGS 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 KGS 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, and related pro forma statement of income of the Borrower for the 12 month period then ended, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet and income statement (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.

Section 3.07. Title to Properties; Possession Under Leases.

(a) The Borrower and the Company have maintained, in all material respects and in accordance with normal industry practice, all of the facilities and other tangible personal property now owned or leased by the Borrower and the Company that is necessary to conduct their business as it is now conducted.

(b) Each of the Borrower and the Company has 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 the Company 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 the Company have no fee owned real properties and, as of the Closing Date, have no leasehold interests in any Real Property.

(d) The Borrower and the Company 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) Schedule 3.07(e) 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.

(f) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of the Borrower, or any of its Subsidiaries, except as set forth on Schedule 3.07(f).

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 the Company 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 the Borrower or the Company, 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, the Company 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 Federal Energy Regulatory Commission laws and regulations, Railroad Commission of Texas regulations, zoning, building, Environmental Law, ordinance, code or approval or any building permit), 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 the Company 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, reasonably be expected to have

a Material Adverse Effect, (iii) neither the Borrower nor the Company (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 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 the Public Utility Holding Company Act of 2005 (“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 the Company 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) The commitment to make, and the making of, the Loans and the granting and maintaining of the security interest in connection with the obligations created thereby, will not, whether directly or indirectly, and whether immediately, incidentally or ultimately, be a violation of, or inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X. Concurrently with the making of any Loan hereunder, the Borrower has furnished to the Administrative Agent and each Lender a purpose statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

Section 3.10. Investment Company Act. Neither the Borrower nor the Company 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 Term Loans solely to consummate the Acquisition and the Transactions and to pay transaction costs, fees and expenses related thereto. The Borrower shall use the proceeds of any Incremental Term Loans (including any Incremental Term Loans in an Additional Term Loan Tranche) solely to make Earn-Out Payments, if any, due and payable pursuant to the terms of the Acquisition Agreement. The Borrower will use the Initial Interest Payment Amount solely to pay the interest payments on the Loans due on or prior to February 22, 2011.

Section 3.12. Tax Returns. Except as set forth on Schedule 3.12, each of the Borrower and the Company (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 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.

(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 the Company, 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 the Company, which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or the Company, (ii) the Borrower and the Company have obtained, and maintain in full force and effect, all permits, registrations and licenses to the extent necessary for the conduct of their 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 the Company 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 or from any property currently or, to the knowledge of any of the Loan Parties, formerly owned, operated or leased by the Borrower or the Company that would reasonably be expected to give rise to any liability of the Borrower or the Company under any Environmental Laws or Environmental Claim against the Borrower or the Company, and no Hazardous Material has been

generated, owned or controlled by the Borrower or the Company 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 the Company under any Environmental Laws or to any Environmental Claim against the Borrower or the Company, (v) neither the Borrower nor the Company 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 the Company or located on the Borrower’s or the Company’s Real Property. The Borrower and the Company have made available to the Administrative Agent prior to the date hereof all environmental audits, assessment reports and other environmental documents in its possession or control with respect to the operations of, or any real property operated or leased by, the Borrower and the Company, other than such audits, assessment reports and other documents not containing information that would reasonably be expected to result in any material Environmental Claims or liability to the Borrower or the Company, taken as a whole. For purpose 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 any of the Loan Parties shall be deemed not to be so qualified. Representations and warranties of the Borrower or the Company with respect to environmental matters are limited to those in this Section 3.15 unless expressly stated.

Section 3.16. Solvency. (a) On the Closing Date, 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, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower; (ii) the present fair saleable value of the property of the Borrower will be greater than the amount that will be required to pay the probable liabilities of the Borrower on its debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower will be able to pay its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower will not have unreasonably small capital with which to conduct the businesses in which it is engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

(b) The Borrower does not intend to, and does not believe that it 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 and the timing and amounts of cash to be payable on or in respect of its Indebtedness.

Section 3.17. Real Property. Neither the Borrower nor the Company owns any Real Property.

Section 3.18. Labor Matters. There are no strikes pending or threatened against the Borrower or the Company 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 the Company 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 the Company or for which any claim may be made against the Borrower or the Company, 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 the Company 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 Borrower or the Company (or any predecessor) is a party or by which the Borrower or the Company (or any predecessor) is bound, other than collective bargaining agreements that, individually or in the aggregate, are not material to the Borrower and the Company, taken as a whole.

Section 3.19. Insurance. Schedule 3.19 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of the Borrower and the Company 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 the Company is adequate.

Section 3.20. 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 3.21. 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 under and as defined in any documentation documenting any junior indebtedness of the Borrower. 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 3.22. Material Contracts. As of the Closing Date there are no contracts or agreements to which the Borrower or the Company 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.

ARTICLE IV

CONDITIONS TO CREDIT EVENTS

The obligations of the Lenders to make Loans (each, 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 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).

(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 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 no Event of Default or Default shall have occurred and be continuing.

Each Credit Event 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, and the Lenders on the Closing Date, a favorable written opinion of Simpson Thacher & Bartlett 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 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.

(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, Vice President, 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 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; provided 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 the Company 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 Term Loan Facility on the Closing Date, but a perfected security interest shall instead be required in accordance with the Collateral and Guarantee Requirement.

(e) The Transactions 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 the Borrower 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 the Borrower 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 the Company shall have outstanding no 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 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 all Liens on any Collateral also subject to a security interest securing obligations under the Parent Credit Facilities, and any guarantees made by the Company or General Partner in connection with the Parent Credit Facilities, have been or concurrently with the Closing Date are being released.

(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, unless the Required Lenders shall otherwise consent in writing, the Borrower will, and will cause the Company 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.

(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 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, if any, with respect to 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, if any, 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, if any, or a certificate of an insurance broker to the Collateral Agent; cause each such policy, if any, 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, if any, 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) 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 the Company; 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.

(d) 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 and 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 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 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 Subsidiaries to waive, its right of recovery, if any, against the Agents, the Lenders 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 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 (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings, and the Borrower or the Company, 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. $1.0 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 (i) 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 relevant Loan Party, (ii) if the failure to pay, discharge or otherwise satisfy such obligation could not reasonably be expected to have a Material Adverse Effect or (iii) the aggregate amount of such obligations does not exceed U.S. $1.0 million.

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 starting with the fiscal year ended December 31, 2010, 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, starting with the fiscal quarter ended March 31, 2011, 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 fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all certified by 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 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 and 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 the Company with the SEC, or after an initial public offering, distributed to its stockholders generally, if and as applicable;

(e) upon the reasonable request of the Administrative Agent (but not 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 this paragraph (e) or Section 4.02(d);

(f) promptly, a copy of all reports submitted to the board of directors (or any committee thereof) of the Borrower or the Company in connection with any material interim or special audit made by independent accountants of the books of the Borrower or the Company;

(g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or the Company, 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; and

(i) 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 the Company 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 the Company 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 the Company 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

(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. 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 the Company 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 the Company 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.

Section 5.08. Use of Proceeds. Use the proceeds of the Loans solely for the purposes described in Section 3.11. Concurrently with the making of any Loan hereunder, the Borrower will furnish to the Administrative Agent and each Lender a purpose statement in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

Section 5.09. Compliance with Environmental Laws. 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, 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) 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.

(c) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to any Equity Interests acquired after the Closing Date in accordance with this Agreement if, and to the extent that, and for so long as (i) (A) doing so would violate applicable law, (B) such law existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests, and (C) such law would not be rendered ineffective with respect to the creation of the security interest under this Agreement or the Security Documents 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 Bankruptcy Code) or principles of equity or (ii) the granting of a Lien with respect to such Equity Interests would result in costs (tax, administrative or otherwise) to a Loan Party that are materially disproportionate to the benefit obtained by the Secured Parties of such Lien.

Section 5.11. Fiscal Year. Cause their fiscal year to end on December 31.

Section 5.12. Credit Ratings. At all times use its commercially reasonable efforts to obtain and to cause a public credit rating by S&P and by Moody’s to be maintained with respect to the Facilities and the Borrower.

Section 5.13. Post-Closing Matters. Convert the Parent Subordinated Note into common equity units of KGS no later than thirty days after the Closing Date.

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, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and will not cause or permit the Company to (and, in the case of Section 6.13, will not cause or permit the General Partner or KGS to, or cause or permit the Company to so cause or permit the General Partner or KGS to):

Section 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder and under the other Loan Documents;

(b) Indebtedness of the Borrower and the Company pursuant to Swap Agreements permitted by Section 6.12;

(c) 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 the Company, 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;

(d) Indebtedness of the Borrower or the Company to any Subsidiary thereof, 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;

(e) Indebtedness in respect of appeal bonds 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;

(f) 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;

(g) other Indebtedness, in an aggregate principal amount at any time outstanding pursuant to this Section 6.01(g) not in excess of U.S. $2.5 million;

(h) Guarantees by any Loan Party of any Indebtedness of any other Loan Party expressly permitted to be incurred under this Agreement; provided that Guarantees by any Loan Party under this Section 6.01(h) 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;

(i) Indebtedness arising from agreements of the Borrower and the Company 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;

(j) Letters of credit or bank guarantees having an aggregate face amount not in excess of U.S. $2.0 million;

(k) Indebtedness consisting of Permitted Junior Debt and any Permitted Refinancing Indebtedness incurred to Refinance such Permitted Junior Debt; provided that the Borrower is in compliance with the Financial Performance Covenants on a Pro Forma Basis when such Permitted Junior Debt is incurred or Refinanced, and the net proceeds of such Permitted Junior Debt (but not Permitted Refinancing Debt in respect of such Permitted Junior Debt) are used to prepay the Loans in accordance with Section 2.09(b); and

(l) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (k) 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 any of its Wholly Owned 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 the Company 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 shall not subsequently apply to any other property or assets of the Borrower or the Company;

(b) any Lien created under the Loan Documents;

(c) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03;

(d) 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 the Company shall have set aside on its books reserves in accordance with GAAP;

(e)(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 the Company;

(f) deposits to secure the performance of leases (other than Capital Lease Obligations), statutory obligations, appeal bonds, costs of litigation where required by law, 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;

(g) 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 any Loan Party or would not result in a Material Adverse Effect;

(h) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j);

(i) any interest or title of, or Liens created by, a lessor under any leases or subleases entered into by the Borrower or the Company, as tenant, in the ordinary course of business;

(j) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of the Borrower or the Company to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or the Company;

(k) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

(l) licenses of intellectual property granted in the ordinary course of business;

(m) Liens solely on any cash earnest money deposits made by the Borrower or the Company in connection with any letter of intent or purchase agreement permitted hereunder;

(n) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or the Company in the ordinary course of business;

(o) Liens on Cash Flow Available for Restricted Payments securing Indebtedness or other obligations permitted to be incurred by Section 6.01(j); provided, that such Liens shall not be permitted at any time prior to the withdrawal of such Cash Flow Available for Restricted Payments from the Cash Collateral Account;

(p) 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;

(q) Liens in favor of any tenant, occupant or licensee under any lease, occupancy agreement or license with the Borrower or the Company;

(r) Liens restricting or prohibiting access to or from lands abutting controlled access highways or covenants affecting the use to which lands may be put;

(s) Liens incurred or pledges or deposits made in favor of a Governmental Authority to secure the performance of the Borrower or the Company under any Environmental Law to which any assets of such Person are subject; and

(t) Liens not otherwise permitted under this Section 6.02 securing obligations in an aggregate amount not to exceed U.S. $1.0 million.

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 and (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.

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”).

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 Wholly Owned Subsidiary of the Borrower 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 or the Company, 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, in the case of clause (ii) below, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date (i) in the Equity Interests of KGS 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 portion, if any, of the Available Investment Basket Amount on the date of such election that the Borrower elects to apply to this Section 6.04(a) and (ii) by a Loan Party in another Loan Party;

(b) Permitted Investments and Investments that were Permitted Investments when made;

(c) Investments arising out of the receipt by any Borrower of any of its Subsidiaries of noncash consideration for the sale of assets permitted under Section 6.05:

(d)(i) loans and advances to employees of the Borrower or the Company in the ordinary course of business not to exceed U.S. $500,000 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 in the ordinary course of business;

(e) Swap Agreements permitted pursuant to Section 6.12;

(f) Investments existing on the Closing Date and set forth on Schedule 6.04;

(g) Investments resulting from pledges and deposits referred to in Section 6.02(e) and (f);

(h) additional Investments in Equity Interests of KGS to the extent made with proceeds of Equity Interests (excluding proceeds received as a result of the exercise of Cure Rights pursuant to Section 7.02) of the Borrower;

(i) the Transactions; and

(j) Guarantees by any Loan Party of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Loan Party 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) including Equity Interests held by it, or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or the Company 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 to or licenses or leases of intellectual property, in each case in the ordinary course of business by the Borrower or the Company, (ii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the Borrower or the Company or (iii) the sale of Permitted Investments in the ordinary course of business; provided that no sale, transfer or other disposition of assets shall be permitted by this paragraph (a) unless such sale, transfer or other disposition is for at least 75% cash consideration;

(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 of the Company into the Borrower in a transaction in which the Borrower is the surviving corporation and no Person other than the Borrower or the Company receives any consideration, (ii) the liquidation, winding up, or dissolution or change in form of entity of the Company 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 (iii) 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 from the Company to the Borrower (upon voluntary liquidation or otherwise) or from the Borrower to the Company;

(d) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such sale, transfer or disposition, with the covenants contained in Sections 6.10 and 6.11 recomputed as at the last day of, and for the four fiscal quarter period ended on, the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent, the sale, transfer or disposition of no more than 50% of the limited partnership interests of KGS held by the Company as of the Closing Date, provided that (i) the Net Proceeds (without giving effect to the proviso set forth in clause (a) of the definition thereof) thereof are applied in accordance with Section 2.09(b) and (ii) any such sale, transfer or other disposition is for 100% cash consideration;

(e) Investments permitted by Section 6.04, Liens permitted by Section 6.02 and Dividends permitted by Section 6.06;

(f) licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or the Company in the ordinary course of business;

(g) abandonment, cancellation or disposition of any intellectual property of the Borrower or the Company in the ordinary course of business;

(h) issuances of common Equity Interests (x) by the Company to the Borrower, and (y) by the Borrower; and

(i) the sale, transfer or other disposition of Equity Interests in the General Partner by the Borrower or the Company if at the time thereof and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such sale, transfer or disposition, with the covenants contained in Sections 6.10 and 6.11 recomputed as at the last day of, and for the four fiscal quarter period ended on, the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent, (iii) such Equity Interests are sold, transferred or disposed at fair market value and for 100% cash consideration and the Net Proceeds (without giving effect to the proviso set forth in clause (a) of the definition thereof) of such sale, transfer or disposition are applied by the Borrower to prepay Loans in accordance with Section 2.09(b); provided that, if the Leverage Ratio on a Pro Forma Basis would be less than 4.50:1.00 after giving effect to any such sale, transfer or disposition, such Equity Interests may be sold, transferred or disposed of for consideration the type of which shall be at the Borrower’s or the Company’s discretion, as applicable (but which, if it consists of cash (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, but only as and when received) shall be distributed to the Borrower and applied by the Borrower to

prepay Loans in accordance with Section 2.09(b)), so long as after giving effect to any such sale, transfer or disposition, together with any previous sales, transfers or dispositions of such Equity Interests permitted pursuant to this proviso and any previous sales, transfers or dispositions of the general partnership interests of KGS and any previous issuances by the General Partner of its Equity Interests, in each case permitted pursuant to the proviso set forth in Section 6.13(d)(iii), the Borrower directly or, solely through the Company and the General Partner, indirectly owns and controls, of record and beneficially, at least 80% of the issued and outstanding general partnership interests in KGS so owned and controlled by it as of the Closing Date and the Borrower directly or, solely through the Company, indirectly owns and controls, of record and beneficially, at least 80% of the issued and outstanding Equity Interests of the General Partner so owned and controlled by it as of the Closing Date, (iv) the Borrower reasonably believes that, with respect to the immediately succeeding distribution of Available Cash to the Borrower after the effective date of such sale, transfer or disposition, the aggregate amount of such distribution of Available Cash shall be greater than the distribution of Available Cash to the Borrower immediately preceding the effective date of such sale, transfer or disposition and (v) immediately after giving effect to such sale, transfer or disposition, the Borrower shall directly or, solely through the Company and the General Partner, indirectly own and control, of record and beneficially, a majority of the issued and outstanding general partnership interests in KGS.

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 common Equity Interests of the Borrower to members of management of the Borrower or the Company pursuant to stock option, stock ownership, stock incentive or similar plans and (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.

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 (or permit any of its Wholly-Owned Subsidiaries to purchase or acquire) any shares of any class of its Equity Interests or set aside any amount for any such purpose; provided, however, that:

(a) the Company may declare and pay dividends to, repurchase its Equity Interests from, or make other distributions to, the Borrower;

(b) the Borrower may make 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; and

(c) so long as no Default or Event of Default shall have occurred and is continuing, the Borrower may declare and pay dividends or make other distributions (i) in an aggregate amount up to the portion, if any, of the Available Investment Basket Amount on the date of such dividend payment or distribution that the Borrower elects to apply to this Section 6.06(c), and (ii) from the proceeds of any issuance of Equity Interests of the Borrower permitted to be issued under this Agreement (other than proceeds from Permitted Cure Securities).

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 (i) otherwise permitted (or required) under this Agreement or (ii) upon terms no less favorable to the Borrower or the Company, 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 or the Company 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 board of directors of the Borrower or the Company,

(ii) transactions between the Borrower and the Company 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 the Company or any Parent Company in the ordinary course of business and the payment of fees and indemnities to directors, officers, consultants and employees of the Borrower or the Company or any Parent Company in the ordinary course of business,

(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 the Company in the ordinary course of business or consistent with past practice and payments pursuant thereto,

(vi) transactions otherwise permitted under Section 6.04 and Section 6.06,

(vii) any purchase by the Sponsors or any Sponsor Affiliate of Equity Interests of the Borrower,

(viii) payments by the Borrower or the Company 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 the majority of the board of directors of the Borrower or the Company, as applicable, in good faith,

(ix) the existence of, or the performance by the Borrower or the Company 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 the Company 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 board of directors of 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 the Company, 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, and

(xiii) if such transaction is with a Person in its capacity as a holder (A) of Indebtedness of the Borrower or the Company where such Person is treated no more favorably than the other holders of Indebtedness of the Borrower or any such Subsidiary or (B) at any time after an initial public offering of Equity Interests of the Borrower, of Equity Interests of the Borrower or the Company where such Person is treated no more favorably than the other holders of Equity Interests of the Borrower or the Company.

Section 6.08. Business of the Borrower and the Company. Engage in any business or activity other than (a) the ownership of Equity Interests in the General Partner and KGS, and in the case of the Borrower, the ownership of Equity Interests in the Company, (b) maintaining its corporate existence, (c) participating in tax, accounting and other administrative activities as the parent of a consolidated group of companies, (d) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and the performance of obligations under the Acquisition Documents, and (e) activities incidental to the businesses or activities described in clauses (a) through (d) of this Section and (f) any other transaction permitted by Article VI to the extent incidental to the businesses or activities described in clauses (a) through (d) of this Section. In addition, the Borrower and the Company shall not acquire any fee interest in any real property.

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 permit the amendment or modification of, in any manner materially adverse to the Lenders, or grant any waiver or release under or terminate in any manner (if such granting or termination shall be materially adverse to the Lenders), the articles or certificate of incorporation or by-laws or partnership agreement or limited liability company operating agreement of any of the Loan Parties or the General Partner (including, without limitation, the General Partner LLC Agreement), the Gathering and Processing Documents or the Acquisition Documents.

(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 any Indebtedness (other than the Loans) 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 Indebtedness, except for (A) payments of interest and prepayments in an aggregate amount up to the portion, if any, of the Available Investment Basket Amount on the date of such prepayment that the Borrower elects to apply to this clause 6.09(b)(i)(A), or (B) prepayments with the proceeds of equity contributions or 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 latest of the Term Loan Maturity Date and any Incremental Maturity Date and that have terms and covenants no more restrictive than the Indebtedness being so refinanced, other than those received in connection with Permitted Cure Securities; 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 Lenders and that do not affect the subordination provisions thereof (if any) in a manner adverse to the Lenders.

(c) Permit the Borrower or any Subsidiary of the Borrower to enter into any agreement or instrument that by its terms restricts, (i) in the case of any such Subsidiary, the payment of dividends or distributions or the making of cash advances by such Subsidiary to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary or, (ii) in the case of the Borrower or the Company, the granting of Liens by the Borrower or the Company 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) in the case of clause (i), contractual encumbrances or restrictions in effect on the Closing Date under any agreements related to any permitted renewal, extension or refinancing of any Indebtedness of such Subsidiary existing on the Closing Date that does not expand the scope of any such encumbrance or restriction;

(C) in the case of clause (i), any restriction on a 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 Subsidiary pending the closing of such sale or disposition;

(D) in the case of clause (i), customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business;

(E) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

(F) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(G) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(H) 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;

(I) in the case of clause (i), any agreement in effect at the time such Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming such a Subsidiary; or

(J) in the case of KGS and its Subsidiaries, any restrictions contained in the KGS Credit Agreement, and any Indebtedness permitted under the KGS Credit Agreement, provided that the restrictions and conditions in such other Indebtedness shall not have terms or conditions, taken as a whole, materially more restrictive than those in the KGS Credit Agreement.

Section 6.10. Leverage Ratio. Beginning with the first full fiscal period ending after the Closing Date, for any Test Period, permit the Leverage Ratio on the last day of any fiscal quarter set forth below, to be in excess of the ratio set forth below for such period.


Period Ended		Ratio
March 31, 2011		6.50:1.00
June 30, 2011		6.50:1.00
September 30, 2011		6.50:1.00
December 31, 2011		7.00:1.00
March 31, 2012		7.00:1.00
June 30, 2012		6.50:1.00
September 30, 2012		6.50:1.00
December 31, 2012		6.00:1.00
March 31, 2013		6.00:1.00
June 30, 2013		6.00:1.00
September 30, 2013		5.50:1.00
December 31, 2013		5.50:1.00
March 31, 2014		4.50:1.00
June 30, 2014		4.50:1.00
September 30, 2014		4.50:1.00


December 31, 2014		3.50:1.00
March 31, 2015		3.50:1.00
June 30, 2015		3.50:1.00
September 30, 2015		3.50:1.00
December 31, 2015		3.50:1.00
March 31, 2016		3.50:1.00
June 30, 2016		3.50:1.00
September 30, 2016		3.50:1.00

Section 6.11. Interest Coverage Ratio. Beginning with the first full fiscal period ending after the Closing Date, for any Test Period, permit the Interest Coverage Ratio on the last day of any fiscal quarter set forth below to be less than the ratio set forth below for such period.


Period Ended		Ratio
March 31, 2011		1.50:1.00
June 30, 2011		1.50:1.00
September 30, 2011		1.50:1.00
December 31, 2011		1.50:1.00
March 31, 2012		1.65:1.00
June 30, 2012		1.65:1.00
September 30, 2012		1.65:1.00
December 31, 2012		1.65:1.00
March 31, 2013		1.75:1.00
June 30, 2013		1.75:1.00
September 30, 2013		1.75:1.00
December 31, 2013		2.00:1.00
March 31, 2014		2.00:1.00


June 30, 2014		2.00:1.00
September 30, 2014		2.00:1.00
December 31, 2014		2.50:1.00
March 31, 2015		2.50:1.00
June 30, 2015		2.50:1.00
September 30, 2015		2.50:1.00
December 31, 2015		3.00:1.00
March 31, 2016		3.00:1.00
June 30, 2016		3.00:1.00
September 30, 2016		3.00:1.00

Section 6.12. Swap Agreements. Enter into any Swap Agreement, other than 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 the Company, which are entered into for bona fide risk mitigation purposes and that are not speculative in nature.

Section 6.13. General Partner. (a) Except with respect to Liens permitted under Section 6.02 that arise by operation of law (assuming, for such purpose, that the exceptions in Section 6.02 apply to the General Partner), in the case of the General Partner pledge or otherwise subject to any Lien or suffer to exist any Lien on any of the General Partner’s property or assets, (b) enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of the General Partner to (i) make distributions in respect of the Equity Interests of the General Partner held by, or pay any Indebtedness owed to, the Borrower or the Company, (ii) make Investments in the Borrower or (iii) transfer any of its assets to the Borrower, except for such encumbrances or restrictions existing under or by reason of (x) any restrictions existing under the Loan Documents and (y) any restrictions existing in the Limited Partnership Agreement and the General Partner LLC Agreement, (c) in the case of the General Partner, incur any Indebtedness other than Indebtedness owed to the Borrower or the Company, (d) sell, transfer or dispose of any of the general partnership interests of KGS, or in the case of the General Partner issue any of its Equity Interests, to any Person other than the Company or the Borrower, unless at the time thereof and immediately after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance, on a Pro Forma Basis after giving effect to such sale, transfer, disposition or issuance, with the covenants contained in Sections 6.10 and 6.11 recomputed as at the last day of, and for the four fiscal quarter period ended on, the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent, (iii) such general partnership interests are sold, transferred or disposed or such Equity Interests of the General Partner are issued at fair market value and for 100% cash consideration and such cash consideration shall be distributed to the Borrower and applied by the Borrower to prepay Loans in accordance with Section 2.09(b); provided that, if the Leverage Ratio on a Pro Forma Basis

would be less than 4.50:1.00 after giving effect to any such sale, transfer, disposition or issuance, such general partnership interests may be sold, transferred or disposed or such Equity Interests of the General Partner may be issued for consideration the type of which shall be at the General Partner’s discretion (but which, if it consists of cash (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, but only as and when received) shall be distributed to the Borrower and applied by the Borrower to prepay Loans in accordance with Section 2.09(b)), so long as after giving effect to any such sale, transfer or disposition of such general partnership interests or any such issuance of such Equity Interests of the General Partner, together with any previous sales, transfers or dispositions of such general partnership interests and any previous issuances of such Equity Interests of the General Partner, in each case permitted pursuant to this proviso, and any previous sales, transfers or dispositions of Equity Interests of the General Partner permitted pursuant to the proviso set forth in Section 6.05(i)(iii), the Borrower directly or, solely through the Company and the General Partner, indirectly owns and controls, of record and beneficially, at least 80% of the issued and outstanding general partnership interests in KGS so owned and controlled by it as of the Closing Date and the Borrower directly or, solely through the Company, indirectly owns and controls, of record and beneficially, at least 80% of the issued and outstanding Equity Interests of the General Partner so owned and controlled by it as of the Closing Date, (iv) the Borrower reasonably believes that, with respect to the immediately succeeding distribution of Available Cash to the Borrower after the effective date of such sale, transfer, disposition or issuance, the aggregate amount of such distribution of Available Cash shall be greater than the distribution of Available Cash to the Borrower immediately preceding the effective date of such sale, transfer, disposition or issuance and (v) immediately after giving effect to such sale, transfer, disposition or issuance, (A) the Borrower shall directly or, solely through the Company and the General Partner, indirectly own and control, of record and beneficially, a majority of the issued and outstanding general partnership interests in KGS and (B) the Borrower shall directly or, solely through the Company, indirectly own and control, of record and beneficially, a majority of the issued and outstanding Equity Interests of the General Partner or (e) issue any general partnership interests in KGS to any Person other than the General Partner.

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 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 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 the Company of any covenant, condition or agreement contained in Section 5.01(a), 5.05(a), 5.08, or in Article VI;

(e) default shall be made in the due observance or performance by the Borrower or the Company 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 of the Borrower, the Company or KGS or any of its or their Subsidiaries 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 of the Borrower or the Company or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (ii) the Borrower, the Company, KGS or any of its or their 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 Wholly Owned Subsidiaries or KGS or of a substantial part of the property or assets of the Borrower or any its Wholly Owned Subsidiaries or KGS, 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 Wholly Owned Subsidiaries or KGS or for a substantial part of the property or assets of the Borrower or any of its Wholly Owned Subsidiaries or KGS, taken as a whole, or (iii) the winding-up or liquidation of the Borrower or any of its Wholly Owned Subsidiaries (or KGS); 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;

(i) Borrower or any of its Wholly Owned Subsidiaries or KGS 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 Wholly Owned Subsidiaries or KGS or for a substantial part of the property or assets of the Borrower or any of its Wholly Owned Subsidiaries or KGS, 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 the Company 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 the Company 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 the Company 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 Borrower and the Company 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 priority results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement or to file UCC continuation statements or (y) 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 pursuant to the Security Documents by the Company 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, the Company or any other Person not to be in effect or not to be legal, valid and binding obligations;

(m) KGS fails to be in compliance with the KGS Financial Covenant; or

(n)(A) any Environmental Claim against the Borrower or the Company, (B) any liability of the Borrower or the Company for any Release or threatened Release of Hazardous Materials or (C) any liability of the Borrower or the Company 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 the Company, or any property at which the Borrower or any of its 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;

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 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, 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.

Section 7.02. The Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirements of the Financial Performance Covenants, the Borrower shall be permitted, on or prior to the 10th day following the date the certificate calculating such Financial Performance Covenants is required to be delivered pursuant to Section 5.04(c), to cure such failure to comply by issuing Permitted Cure Securities or otherwise receiving cash contributions to its equity capital (collectively, the “Cure Right”) in an amount equal to the Cure Amount and prepaying the Loans in an amount equal to the Cure Amount pursuant to Section 2.09(b). Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than three times during the term of this Agreement, (iii) the increase to Available Cash represented by the Cure Amount shall be solely for the purpose of curing the failure to comply with the Financial Performance Covenants in question (and shall be taken into account in subsequent Test Periods that include the fiscal quarter ended immediately prior to the exercise of the Cure Right) and not for any other purpose under this Agreement, including determining the availability of any basket amounts, and (iv) if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for the purposes of this Agreement. “Cure Amount” shall mean the lesser of (x) an amount which, if added to Available Cash for the Test Period in respect of which a default in respect of a Financial Performance Covenant occurred, would cause the Financial Performance Covenants for such Test Period to be satisfied (it being understood and agreed that for purposes of calculating such amount no effect shall be given to any prepayment of Loans with such proceeds or to any other reduction of Net Debt or Cash Interest Expense on account of the receipt of such proceeds) and (y) U.S. $25.0 million.

ARTICLE VIII

THE AGENTS

Section 8.01. Appointment and Authority. (a) Each of the Lenders hereby irrevocably appoints Bank of America, N.A. 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) Bank of America, N.A. 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) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender 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.

(d) BNP Paribas is hereby appointed to act as Documentation Agent

(e) The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, any appointees thereof and the Lenders 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 (vi) 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

(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, the Company, or a Lender.

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 that by its terms must be fulfilled to the satisfaction of a Lender, any Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. 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 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 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 and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender 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 also acknowledges that it will, independently and without reliance upon any Agent or any other Lender 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.

Section 8.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, the Syndication Agent or the Documentation Agent 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 or a Lender 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 and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.10, 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 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, 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 2.10, 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 any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender 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) 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 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)) of any reasonable expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, 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 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.

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 an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender 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 because the appropriate form was not delivered or was not properly executed or because such Lender 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 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 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 from exercising setoff rights in accordance with Section 9.06 (subject to the terms of Section 2.16(c)), or (c) any Lender 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 2.16(c), any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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 or the Company, to FRC Founders Corporation (formerly known as First Reserve Corporation) at One Lafayette Place, Greenwich, Connecticut 06830, Attention: Alan Schwartz, Fax: (203) 625-8579, E-mail: aschwartz@firstreserve.com, with a copy to Crestwood at 717 Texas Ave., Suite 3150, Houston, Texas 77002, Attention: Bill Manias, Vice President and Secretary, Fax: (832) 519-2250, E-mail: bmanias@crestwoodlp.com;

(ii) if to the Administrative Agent, to Bank of America, N.A. at One Bryant Park, New York, New York 10036, Attention: Ronald McKaig, Fax: (713) 247-7237, E-mail: ronald.e.mckaig@baml.com;

(iii) if to the Collateral Agent, to Bank of America, N.A. at One Bryant Park, New York, New York 10036, Attention: Ronald McKaig, Fax: (713) 247-7237, E-mail: ronald.e.mckaig@baml.com; and

(iv) if to 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 City 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 shall survive the making by the Lenders of the Loans and the execution and delivery of the Loan Documents, 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 any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid 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 2.13, 2.15 and 9.05) shall survive the payment in full of the principal and interest hereunder 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, 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, 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, Participants (to the extent provided in paragraph (c) of this Section), the Lenders, the Agents and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders, and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(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 (1) 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, (2) the liability of the Borrower to an assignee that is an Approved Fund or Affiliate of the assigning Lender under Section 2.13 or 2.15 shall be limited to the amount, if any, that would have been payable hereunder by the Borrower in the absence of such assignment and (3) so long as no Event of Default has occurred and is continuing, but subject to clauses (1) and (2) of this proviso, the Borrower may withhold its consent if the costs or the taxes payable by the Borrower to the assignee under Sections 2.13 or 2.15 shall be greater than they would have been for the assignor;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of a Loan to a Person that is Lender, an Affiliate of a Lender or Approved Fund immediately prior to giving effect to such assignment.

(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. $1.0 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. $1.0 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 Facility under this Agreement;

(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 (x) a Defaulting Lender or (y) the Borrower or any of its Affiliates other than any such Person that is a Designated 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 2.13, 2.14, 2.15 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 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 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 and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) The parties to each assignment shall execute and deliver to the Administrative Agent a processing and recordation fee in the amount of U.S. $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 (or waiver) of the processing and recording fee described in the preceding sentence, 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) and any written consent to such assignment required by paragraph (b) of this Section, 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 or the Administrative Agent, 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 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 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 (vi) 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 2.13, 2.14 and 2.15 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 2.16(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.13, 2.14 or 2.15 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 2.15 to the extent such Participant fails to comply with Section 2.15(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.

(e) Subject to the other provisions of this Section 9.04 and the provisions of Section 9.22, any Designated Lender may make Loans or Commitments or purchase an assignment of outstanding Loans or Commitments (including Incremental Term Loans and Incremental Commitments) from the Closing Date until the Business Day immediately preceding the Term Loan Maturity Date or the Incremental Maturity Date, as applicable, on the following basis:

(1) any such purchase of Loans shall be consummated as an assignment otherwise in accordance with the provisions of this Section 9.04 and pursuant to an Assignment and Acceptance (it being understood and agreed that any such purchase of Loans that does not comply with this Section 9.04 and Section 9.22 shall not be effective as an assignment hereunder);

(2) any such purchase of Loans may be made by the applicable Designated Lender from time to time from one or more Lenders of such Designated Lender’s choosing and need not be made from all Lenders (unless such Designated Lender is the Borrower or any of its Subsidiaries, in which case such Designated Lender must offer to purchase such Loans from all Lenders on the same terms and conditions, and must make the purchase from any Lenders that accept such offer, in each case on a pro rata basis);

(3) the aggregate principal amount of the Loans and Commitments (including Incremental Term Loans and Incremental Commitments) held by all Designated Lenders shall not exceed 25% of the total Commitments and Loans outstanding at any time;

(4) in the case of a purchase of Loans by the Borrower or any of its Subsidiaries, no Default or Event of Default has occurred or is continuing or would result therefrom;

(5) any Loans purchased by the Borrower or any of its Subsidiaries shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder; and

(6) in the case of a purchase by a Non-Debt Fund Affiliate, the Borrower or a Subsidiary, the assigning Lender and such assignee shall execute and deliver to the Administrative Agent an Affiliated Lender Assignment and Acceptance in lieu of an Assignment and Acceptance.

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 the 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 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 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.

(b) The Borrower agrees to indemnify the Agents, the Joint Lead Arrangers, the Syndication Agent, the Documentation Agent, 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 (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not the Borrower, the Company 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 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 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) an 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 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. 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 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.

Section 9.06. Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender 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 to or for the credit or the account of any Loan Party 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, irrespective of whether or not such Lender 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 under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

Section 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN 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 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 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, 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, without the prior written consent of each Lender directly affected thereby,

(ii) increase or extend the Commitment of any Lender or decrease the fees payable to any Lender without the prior written consent of such Lender,

(iii) extend or waive any scheduled amortization or reduce the amount due on any scheduled amortization or extend any date on which payment of interest on any Loan or any Fee is due, without the prior written consent of each Lender adversely affected thereby,

(iv) amend or modify the provisions of Section 2.16(b) or (c) or 2.20 in a manner that would by its terms alter the pro rata sharing of payments required thereby or the application of payments required thereby, without the prior written consent of each Lender adversely affected thereby,

(v) amend or modify the provisions of this Section or the definition of the term “Required 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

(vi) release all or substantially all the Collateral or release the Guarantee of the Company, without the prior written consent of each Lender;

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under the other Loan Documents without the prior written consent of the Administrative Agent or the Collateral Agent, 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 Syndication Agent, Documentation Agent, Joint Lead Arranger or Lender, 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 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 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 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 Term 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 Term Loans on substantially the same basis as the Loans 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, 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, shall be limited to the Maximum Rate, provided that such excess amount shall be paid to such Lender 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.

Section 9.15. Jurisdiction; Consent to Service of Process. (a) Each of the Borrower, the Agents 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 Agent may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower or any other Loan Party or their properties in the courts of any jurisdiction.

(b) Each of the Borrower, the Agents, 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 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 or such Agent without violating this Section 9.16 or (z) was available to such Lender 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 (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 this 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 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 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 City 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 Documentation Agent, the Joint Lead Arrangers or any Lender 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.

(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 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 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) (other than the Equity Interests of the Company) 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. 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 and Commitments are terminated (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements). 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.

Section 9.19. U.S.A. PATRIOT Act and Similar Legislation. Each Lender 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 City on the Business Day preceding that on which final judgment is given.

Section 9.21. No Fiduciary Duty. Each Agent, each Lender 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 9.22. Non-Debt Fund Affiliates. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, with respect to any Loans at any time held by a Non-Debt Fund Affiliate, such Non-Debt Fund Affiliate shall have no right whatsoever, in its capacity as a Lender with respect to such Loans then held by such Non-Debt Fund Affiliate, whether or not the Borrower or any other Loan Party is subject to a bankruptcy or other insolvency proceeding or otherwise, so long as such Lender is a Non-Debt Fund Affiliate, to (i) consent to any amendment, modification, waiver, consent or other such action with respect to, or otherwise vote on any matter related to, or vote in connection with

any direction delivered to the Administrative Agent by the Required Lenders pursuant to, any of the terms of the Agreement or any other Loan Document, in each case to the extent such amendment, modification, waiver, consent, other action, vote or direction is effective with only the consent of or action by the Required Lenders (each, a “Required Lender Vote/Directive”) and, if applicable, the Borrower; provided that for purposes of any Required Lender Vote/Directive the Administrative Agent shall automatically deem any Loans held by such Non-Debt Fund Affiliate to be voted on a pro rata basis in accordance with the votes cast in respect of the Loans of all other Lenders in the aggregate (other than any Non-Debt Fund Affiliates) in connection with any such Required Lender Vote/Directive (including all voting and consent rights arising out of any bankruptcy or other insolvency proceedings (except for voting on any plan of reorganization or refraining from voting on any plan of reorganization, in which case the Administrative Agent shall vote or refrain from voting such Loans of such Non-Debt Fund Affiliate in its sole discretion)); provided, further, that no such Required Lender Vote/Directive shall deprive such Non-Debt Fund Affiliate of its share of any payments or other recoveries which the Lenders are entitled to share on a pro rata basis under the Loan Documents and such Non-Debt Fund Affiliate’s vote shall be counted to the extent any such plan of reorganization or other amendment proposes to treat the Obligations of the Non-Debt Fund Affiliate in a manner less favorable in any material respect to such Non-Debt Fund Affiliate than the proposed treatment of Obligations held by Lenders that are not Affiliates of the Borrower, (ii) attend any meeting (live or by any electronic means) in such Non-Debt Fund Affiliates’ capacity as a Lender with any Agent or other Lender or receive any information from any Agent or other Lender except to the extent such information is made available to any Loan Party (or its representatives) and other than administrative notices given to all Lenders under Article II or (iii) have access to the Platform.

[SIGNATURE PAGES FOLLOW]

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.


CRESTWOOD HOLDINGS LLC,
as Borrower

By:		/s/ William G. Manias
		Name: William G.Manias
		Title: Vice President and Secretary

[Signature Page to Credit Agreement - Holdco]


BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent

By:		/s/ Renlta Cummings
		Name: Renlta Cummings
		Title: Assitant Vice President

Quicksilver - HoldCo Credit Agreement


BANK OF AMERICA, N.A.,
as a Lender

By:		/s/ Jeffrey Bloomquist
		Name: Jeffrey Bloomquist
		Title: Managing Director

Quicksilver - HoldCo Credit Agreement

EX-99.G 5 dex99g.htm JOINT FILING STATEMENT Joint Filing Statement

EXHIBIT G

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: October 7, 2010


Crestwood Gas Services Holdings LLC

By:		Crestwood Holdings LLC, its member

By:		/s/ Robert G. Phillips
		Name: Robert G. Phillips
		Title: President

Crestwood Holdings LLC

By:		/s/ Robert G. Phillips
		Name: Robert G. Phillips
		Title: President

Crestwood Holdings II LLC

By:		/s/ Robert G. Phillips
		Name: Robert G. Phillips
		Title: President

Crestwood Holdings Partners, LLC

By:		/s/ Robert G. Phillips
		Name: Robert G. Phillips
		Title: President

FR XI CMP Holdings LLC

By:		First Reserve GP XI, L.P., its member

By:		First Reserve GP XI, Inc., its general partner

By:		/s/ Michael France
		Name: Michael France
		Title: Vice President


FR Midstream Holdings LLC

By:		First Reserve GP XI, L.P., its managing member

By:		First Reserve GP XI, Inc., its general partner

By:		/s/ Michael France
		Name: Michael France
		Title: Vice President

First Reserve GP XI, L.P.

By:		First Reserve GP XI, Inc., its general partner

By:		/s/ Michael France
		Name: Michael France
		Title: Vice President

First Reserve GP XI, Inc.

By:		/s/ Michael France
		Name: Michael France
		Title: Vice President

William E. Macaulay

/s/ William E. Macaulay

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