-----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, PZZJJGhx48c1HvyfpJWopXTj8/lVrBwxXV3AoaoFcE4wBk9a9th3d12TFnJIgN1X qEQj/PvXhiVh8zgKj9x+cA== 0001389030-08-000003.txt : 20081014 0001389030-08-000003.hdr.sgml : 20081013 20081014122522 ACCESSION NUMBER: 0001389030-08-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081010 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Quicksilver Gas Services 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33631 FILM NUMBER: 081121076 BUSINESS ADDRESS: STREET 1: 777 WEST ROSEDALE STREET CITY: FORT WORTH STATE: TX ZIP: 76104 BUSINESS PHONE: (817) 665-8620 MAIL ADDRESS: STREET 1: 777 WEST ROSEDALE STREET CITY: FORT WORTH STATE: TX ZIP: 76104 8-K 1 form8-k.htm QUICKSILVER GAS SERVICES LP CURRENT REPORT ON FORM 8-K form8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
_______________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of report (Date of earliest event reported): October 10, 2008
 
 
QUICKSILVER GAS SERVICES LP
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
001-33631
 
56-2639586
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
777 West Rosedale Street
Fort Worth, Texas 76104
(Address of Principal Executive Offices) (Zip Code)
 
 
Registrant’s telephone number, including area code: (817) 665-8620
 
_______________
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 1.01. 
  Entry into a Material Definitive Agreement.
 
Quicksilver Gas Services LP (the “Partnership”) entered into an amendment to its credit agreement (the “Amendment”), dated as of October 10, 2008, among the Partnership, as borrower, and Bank of America, N.A., BNP Paribas, JPMorgan Chase Bank, N.A., The Royal Bank of Scotland plc, Fortis Capital Corp., BMO Capital Markets Financing, Inc., Compass Bank, Comerica Bank and Wells Fargo Bank, N.A., as lenders and/or agents as indicated on the signature pages of the Amendment.  The Amendment amends the Partnership’s five-year senior secured revolving credit agreement (i) to increase the lenders’ loan commitments to $235 million and (ii) to permit the Partnership to increase the credit facility to $350 million with the consent of the Administrative Agent and the existing or new lender(s) providing the additional loan commitments.  The credit agreement contains events of default that permit, among other things, the acceleration of the loans, the termination of the credit agreement, and foreclosure on collateral.  Certain of the lenders and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Partnership and the Partnership’s affiliates in the ordinary course of business for fees and expenses.
 
The foregoing description is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.  On October 14, 2008, Quicksilver Gas Services LP issued a press release announcing that it entered into the Amendment.  A copy of the press release is attached as Exhibit 99.1 and the discussion of the Amendment therein is incorporated herein by reference.
 
Item 2.03. 
  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The description of the Amendment described above under Item 1.01 is incorporated in this Item 2.03 by reference.  A copy of the Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item 2.03 by reference.
 
Item 9.01. 
  Financial Statements and Exhibits.
 
  (d) Exhibits.
 



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
QUICKSILVER GAS SERVICES LP
     
 
 By:
 Quicksilver Gas Services GP LLC,
     its General Partner
     
 
 By:
/s/ Philip Cook
   
Philip Cook
   
Senior Vice President -
   
Chief Financial Officer
 
 
Date: October 14, 2008
 



Index to Exhibits
 
EX-10.1 2 ex10-1.htm FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF OCTOBER 10, 2008, AMONG QUICKSILVER GAS SERVICES LP AND THE LENDERS AND AGENTS IDENTIFIED THEREIN ex10-1.htm
Exhibit 10.1
 
FIRST AMENDMENT TO CREDIT AGREEMENT
 
This First Amendment to Credit Agreement (this “First Amendment”) is entered into as of the 10th day of October, 2008 (the “Effective Date”), by and among QUICKSILVER GAS SERVICES LP, a Delaware limited partnership (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) and the Lenders party hereto (“Lenders”).
 
W I T N E S S E T H:
 
WHEREAS, Borrower, Administrative Agent and Lenders are parties to that certain Credit Agreement dated as of August 10, 2007 (the “Credit Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement); and
 
WHEREAS, pursuant to the Credit Agreement, Lenders have made revolving credit loans to Borrower and provided certain other credit accommodations to Borrower; and
 
WHEREAS, Borrower has requested the Credit Agreement be amended to (i) increase the Total Commitments from $150,000,000 to $235,000,000 and (ii) amend certain other terms of the Credit Agreement in certain respects as provided in this First Amendment; and
 
WHEREAS, Borrower has requested that Wells Fargo Bank, N.A. (the foregoing financial institution is herein referred to as “New Lender”) become a new Lender under the Credit Agreement with a Commitment as shown on Schedule 2.01 to the Credit Agreement (as amended hereby); and
 
WHEREAS, subject to and upon the terms and conditions set forth herein, Lenders have agreed to Borrower’s requests.
 
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent and Lenders hereby agree as follows:
 
Section 1.              Amendments.  In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall be amended effective as of the Effective Date in the manner provided in this Section 1.
 
1.1           Additional Definitions.  Section 1.01 of the Credit Agreement is hereby amended to add thereto in alphabetical order the definitions of “First Amendment” and “First Amendment Effective Date” which shall read in full as follows:
 
First Amendment” means that certain First Amendment to Credit Agreement dated as of the First Amendment Effective Date among Borrower, Administrative Agent and Lenders party thereto.
 
 

 

First Amendment Effective Date” means October 10, 2008.
 
1.2           Amendments to Definitions.  The definitions of “Applicable Rate”, “Commitment”, “Loan Documents” and “Total Commitment” contained in Section 1.01 of the Credit Agreement are hereby amended in their entirety to read in full as follows:
 
Applicable Rate” means, for any day, with respect to any ABR Loan, any Eurodollar Loan or any Specified Rate Swingline Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth in the appropriate intersection in the table below, based on the Consolidated Leverage Ratio as of the most recent Quarterly Date with respect to which the Administrative Agent shall have received the Current Information required to be delivered to the Administrative Agent pursuant to Section 6.01(a) or Section 6.01(b) and the calculation certificate required to be delivered pursuant to Section 6.01(c) in respect of such Current Information:
 
Consolidated Leverage Ratio
ABR Loan Percentage
Eurodollar Loan Percentage
Specified Rate Swingline Loan Percentage
Commitment Fee Percentage
Category 1
Greater than 5.00 to 1.00
1.250%
2.500%
2.500%
0.500%
Category 2
Greater than 4.50 to 1.00
but less than or equal to 5.00 to 1.00
1.000%
2.250%
2.250%
0.500%
Category 3
Greater than 4.00 to 1.00
but less than or equal to 4.50 to 1.00
0.750%
2.000%
2.000%
0.375%
Category 4
Greater than 3.50 to 1.00
but less than or equal to 4.00 to 1.00
0.500%
1.750%
1.750%
0.375%
Category 5
Greater than 3.00 to 1.00
but less than or equal to 3.50 to 1.00
0.250%
1.500%
1.500%
0.300%
Category 6
Less than or equal to 3.00 to 1.00
0.000%
1.250%
1.250%
0.250%
 
Each change in the Applicable Rate based on a change in the Current Information shall become effective on the date on which the Current Information is delivered to the Lenders pursuant to Section 6.01 (but in any event not later than the 60th day after the end of each of the first three Fiscal Quarters of each Fiscal Year or the 120th day after the end of each Fiscal Year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph.  If any Current Information is not
 
 
2

 

delivered within the time periods specified in Section 6.01, then, commencing on the day following the applicable due date for such Current Information as specified in Section 6.01 until such Current Information is delivered, the Consolidated Leverage Ratio as at the end of the Fiscal Quarter that would have been covered thereby shall for the purposes of this definition be deemed to be in Category 1 (Greater than 5.00 to 1.00).  Notwithstanding any other provision to the contrary, for the period from the First Amendment Effective Date until the date on which the Current Information for the Fiscal Quarter ending March 31, 2009 is delivered to the Lenders, the Applicable Rate with respect to any ABR Loan, any Eurodollar Loan or any Specified Rate Swingline Loan, and with respect to any commitment fees payable hereunder, shall in no event be less than the applicable rate per annum set forth in Category 4 of the above table.
 
Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, and the commitment of the Swingline Lender to make Swingline Loans, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 or Section 2.10, (b) increased from time to time pursuant to Section 2.08, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04.  The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable.  As of the First Amendment Effective Date, the Total Commitment is $235,000,000.
 
Loan Documents” means this Agreement, the First Amendment, the Notes, the Security Instruments, the Borrowing Requests, the Interest Election Requests, the Issuer Documents, the Fee Letters, any Commitment Increase Certificate and any Additional Lender Certificate, together with any other document, instrument or agreement now or hereafter entered into in connection with the Loans, the Letters of Credit, the Lender Indebtedness or the transactions contemplated by this Agreement, as such documents, instruments or agreements may be amended, modified or supplemented from time to time.
 
Total Commitment” means the aggregate of all Lenders’ Commitments.  As of the First Amendment Effective Date, the Total Commitment is $235,000,000.
 
 
3

 
 
1.3           Amendment to Increase in Commitments Provision.  Clause (d)(ii)(A) of Section 2.08 of the Credit Agreement shall be amended in its entirety to read in full as follows:
 
(A)           such increase shall not be less than $5,000,000 unless the Administrative Agent otherwise consents, such consent not to be unreasonably withheld, conditioned or delayed, and no such increase shall be permitted if after giving effect thereto (1) the aggregate amount of all such increases exceeds $115,000,000 more than the Total Commitment on the First Amendment Effective Date after giving effect to the First Amendment, or (2) the Total Commitment exceeds $350,000,000.
 
1.4           Replacement of Schedule 2.01.  Schedule 2.01 to the Credit Agreement shall be replaced in its entirety with Schedule 2.01 to this First Amendment and Schedule 2.01 hereto shall be deemed to be attached as Schedule 2.01 to the Credit Agreement.
 
1.5           Joinder.  New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if New Lender were an original signatory thereto.
 
Section 2.              Conditions Precedent.  The amendments contained in Section 1 hereof are subject to the satisfaction of each of the following conditions precedent:
 
2.1           Fees.  Borrower shall have paid to Administrative Agent any and all fees payable to Administrative Agent or the New Lender pursuant to or in connection with this First Amendment in consideration for the agreements set forth herein.
 
2.2           No Defaults.  No Default or Event of Default shall have occurred and be continuing as of the Effective Date.
 
2.3           Legal Opinions.  The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the Lenders (as defined in the Credit Agreement, as amended hereby) and dated the Effective Date) of (a) Jones Day, counsel to the Credit Parties, and (b) General Counsel of the General Partner, in each case in form and substance reasonably satisfactory to the Administrative Agent, such opinions covering such matters relating to the Credit Parties and the Loan Documents as the Administrative Agent shall reasonably request.
 
2.4           Organizational Documents and Certificates.  The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing in its jurisdiction of organization of each of the Credit Parties, the authorization of the Financing Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Agreement, this First Amendment or the Financing Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
 
2.5           No Material Adverse Effect.  There shall not have occurred since December 31, 2007 any events that, individually or in the aggregate, have had a Material Adverse Effect.
 
 

 
 
2.6           Representations and Warranties.  The representations and warranties of the Credit Parties set forth in the Credit Agreement and the other Loan Documents (other than the representations and warranties set forth in Section 3.05(b) of the Credit Agreement, which representations and warranties shall only be made as of the August 10, 2007 and also in accordance with the certificates of a Responsible Officer of the General Partner delivered pursuant to Section 6.01(c) of the Credit Agreement) shall be true and correct in all material respects on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such earlier date), except to the extent previously waived in writing by the Lenders or the Required Lenders, as applicable.
 
2.7           Break Funding Payments.  If, on the Effective Date, any Eurodollar Borrowings are outstanding and if the Effective Date is not the last day of the Interest Period(s) in respect of such Eurodollar Borrowings, the Borrower shall have paid any compensation required under Section 2.16 of the Credit Agreement.
 
2.8           Notes.  Each Lender that is a New Lender or whose Commitment is increasing hereunder that is requesting a Note shall have received a duly completed and executed Note, payable to the order of such Lender.
 
2.9           Other Documentation.  The Administrative Agent shall have received such other customary instruments and documents as any of the Administrative Agent, the Lenders or their counsel may reasonably request.
 
Section 3.              Representations and Warranties of Borrower.  To induce Lenders and Administrative Agent to enter into this First Amendment, Borrower hereby represents and warrants as of the Effective Date to Lenders and Administrative Agent as follows:
 
3.1           Reaffirm Existing Representations and Warranties.  After giving effect to the amendments set forth in Section 1 hereof, the representations and warranties of the Credit Parties set forth in the Credit Agreement and the other Loan Documents (other than the representations and warranties set forth in Section 3.05(b) of the Credit Agreement, which representations and warranties are made as of August 10, 2007 and also in accordance with the certificates of a Responsible Officer of the General Partner delivered pursuant to Section 6.01(c) of the Credit Agreement) are true and correct in all material respects on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects on and as of such earlier date), except to the extent previously waived in writing by the Lenders or the Required Lenders, as applicable.
 
3.2           Due Authorization; No Conflict.  The execution, delivery and performance by Borrower of this First Amendment are within Borrower’s limited partnership powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any Governmental Authority (other than (a) actions or filings pursuant to the Exchange Act and (b) actions or filings that have been taken or made and are in full force and effect and actions or filings which, if not taken or made, would not reasonably be expected to have a Material Adverse Effect) and do not violate or constitute a default under any applicable Governmental Rule or any Material Contract binding upon Borrower or any other Credit Party (other than violations or
 
 
5

 
 
defaults that would not reasonably be expected to have a Material Adverse Effect), or result in the creation or imposition of any Lien on any Mortgaged Property or other Collateral of Borrower or any other Credit Party except Permitted Encumbrances.
 
3.3           Validity and Enforceability.  This First Amendment constitutes the valid and binding obligation of Borrower enforceable in accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and (b) equitable principles of general applicability (whether enforcement is sought by proceedings at law or in equity).
 
3.4           No Default or Event of Default.  No Default or Event of Default has occurred which is continuing.
 
3.5           No Defense.  Borrower acknowledges that Borrower has no defense to (a) Borrower’s obligation to pay the Lender Indebtedness when due, or (b) the validity, enforceability or binding effect against Borrower of the Credit Agreement or any of the other Loan Documents or any Liens intended to be created thereby.
 
Section 4.              Representations and Warranties of New Lender.  New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this First Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder, (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (iv) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the New Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
 
Section 5.               Miscellaneous.
 
5.1           Reaffirmation of Loan Documents.  Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect.  The amendments contemplated hereby shall not limit or impair any Liens securing the Lender Indebtedness, each of which are hereby ratified, affirmed and extended to secure the Lender Indebtedness as they may be increased pursuant hereto.
 
5.2           Parties in Interest.  All of the terms and provisions of this First Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
 
 
6

 
 
5.3           Legal Expenses.  Borrower hereby agrees to pay on demand all reasonable and substantiated out-of-pocket fees and expenses of counsel to Administrative Agent incurred by Administrative Agent in connection with the preparation, negotiation and execution of this First Amendment and all related documents.
 
5.4           Counterparts.  This First Amendment may be executed in counterparts, and all parties need not execute the same counterpart.  Facsimiles or other electronic transmissions (e.g., pdf) shall be effective as originals.
 
5.5           Complete Agreement.  THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
 
5.6           Headings.  The headings, captions and arrangements used in this First Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this First Amendment, nor affect the meaning thereof.
 
5.7           No Waivers.  No failure or delay on the part of Administrative Agent or Lenders to exercise any right or remedy under the Credit Agreement, any other Loan Documents or applicable law shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, the other Loan Documents and applicable law.
 
5.8           Effectiveness.  This First Amendment shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or Lenders when counterparts hereof have been executed by Borrower, the other Credit Parties party hereto, Administrative Agent and Required Lenders (which shall include New Lender and each Lender whose Commitment is increasing hereunder), and all conditions to the effectiveness hereof set forth herein have been satisfied.
 
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers on the date and year first above written.
 
[Signature Pages to Follow]
 
 
7

 

  BORROWER:  
     
 
QUICKSILVER GAS SERVICES LP, a Delaware limited partnership
 
         
 
By:
Quicksilver Gas Services GP LLC, a Delaware limited liability company, its General Partner  
         
    By: /s/ MarLu Hiller  
     
MarLu Hiller
Vice President - Treasurer
 
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
Each of the undersigned (i) consent and agree to this First Amendment, and (ii) agree that the Loan Documents (as amended hereby) to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms.
 
 
QUICKSILVER GAS SERVICES OPERATING LLC, a Delaware limited liability company
 
       
 
By:
/s/ MarLu Hiller  
  Name:  MarLu Hiller  
  Title:  Vice President - Treasurer  
       
 
QUICKSILVER GAS SERVICES OPERATING GP LLC, a Delaware limited liability company
 
       
 
By:
/s/ MarLu Hiller  
  Name:  MarLu Hiller  
  Title:  Vice President - Treasurer  
       
 
COWTOWN GAS PROCESSING PARTNERS L.P., a Texas limited partnership
 
   
By:
Quicksilver Gas Services Operating GP LLC, a Delaware limited liability company, its General Partner  
           
      By:  /s/ MarLu Hiller  
      Name: MarLu Hiller  
      Title: Vice President - Treasurer  
     
 
COWTOWN PIPELINE PARTNERS L.P., a Texas limited partnership
 
   
By:
Quicksilver Gas Services Operating GP LLC, a Delaware limited liability company, its General Partner  
           
      By:  /s/ MarLu Hiller  
      Name: MarLu Hiller  
      Title: Vice President - Treasurer  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
  ADMINISTRATIVE AGENT:  
     
 
BANK OF AMERICA, N.A., as Administrative Agent and as a Lender
 
       
  By: /s/ Ronald E. McKaig  
  Name: Ronald E. McKaig  
  Title:  Senior Vice President  
 
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
  LENDERS:  
     
 
BNP PARIBAS, as a Lender and as Syndication Agent
 
       
  By: /s/ Larry Robinson  
  Name: Larry Robinson  
  Title: Director  
       
  By: /s/ Gregory E. George  
  Name:  GREGORY E. GEORGE  
  Title: Managing Director  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
 
JPMORGAN CHASE BANK, N.A., as a Lender and as a Co-Documentation Agent
 
       
  By: /s/ Bill Orlando  
  Name: Bill Orlando  
  Title: Vice President  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
 
THE ROYAL BANK OF SCOTLAND plc, as a Lender and as a Co-Documentation Agent
 
       
  By: /s/ Lucy Walker  
  Name: Lucy Walker  
  Title: Vice President  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
 
FORTIS CAPITAL CORP., as a Lender and as a Co-Documentation Agent
 
       
  By: /s/ Scott Myatt  
  Name: Scott Myatt  
  Title: Vice President  
       
  By: /s/ Darrell Holley  
  Name: Darrell Holley  
  Title: Managing Director  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
 
BMO CAPITAL MARKETS FINANCING, INC., as a Lender
 
       
  By:    
  Name:    
  Title:    
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
 
COMPASS BANK, as a Lender
 
       
  By: /s/ Dorothy Marchand  
  Name: Dorothy Marchand  
  Title: Senior Vice President  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
 
COMERICA BANK, as a Lender
 
       
  By: /s/ Rebecca L. Wilson  
  Name: Rebecca L. Wilson  
  Title: Assistant Vice President  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
 
WELLS FARGO BANK, N.A., as a Lender
 
       
  By: /s/ Chad Kirkham  
  Name: Chad Kirkham  
  Title: Senior Vice President  
 
[Signature Page to First Amendment to Credit Agreement]
Quicksilver Gas Services LP

 
SCHEDULE 2.01
 
COMMITMENTS
 
Lender
 
Commitment
 
Bank of America, N.A.
  $ 31,900,000  
BNP Paribas
  $ 31,900,000  
JPMorgan Chase Bank, N.A.
  $ 31,900,000  
Fortis Capital Corp.
  $ 31,900,000  
Compass Bank
  $ 28,500,000  
Wells Fargo Bank, N.A.
  $ 24,400,000  
The Royal Bank of Scotland plc
  $ 19,500,000  
BMO Capital Markets Financing, Inc.
  $ 17,500,000  
Comerica Bank
  $ 17,500,000  
Total Commitment:
  $ 235,000,000  
 
Schedule 2.01-01
EX-99.1 3 ex99_1.htm QUICKSILVER GAS SERVICES LP PRESS RELEASE DATED OCTOBER 14, 2008 ex99_1.htm
 
 
Exhibit 99.1    
 
   
N e w s   R e l e a s e  
      
        QUICKSILVER GAS SERVICES LP    
        777 West Rosedale Street    
Fort Worth, TX  76104    
www.kgslp.com  
 

 
 
Quicksilver Gas Services LP Announces 2008 Third-Quarter Distribution
 
Revolving Credit Facility Increased to $235 Million
 

FORT WORTH, TEXAS, October 14, 2008 – Quicksilver Gas Services LP (NYSE Arca: KGS) announced today that the board of directors of its general partner has declared a cash distribution of $.35 per common unit for the 2008 third quarter.  This distribution will be paid November 14, 2008 on all common units to holders of record as of the close of business on October 31, 2008.

“Distributable cash flow grew in the third quarter of 2008 as a result of higher gathering and processing volumes coupled with reduced unit costs,” said Toby Darden, Quicksilver Gas Services president and chief executive officer.  “We believe that in the current credit environment it is prudent for the company to retain a greater percentage of our distributable cash flow to partially fund expansion capital expenditures and minimize borrowings under our credit facility.  Therefore, we are maintaining our distributions at the current annualized rate of $1.40 per common unit.”

The company also announced that its bank group has increased the commitments on the company’s senior secured revolving credit facility to $235 million, an increase of $85 million.  Commitments are subject to a borrowing limitation imposed by financial covenants which currently limit borrowing capacity to approximately $169 million.  Borrowing capacity is expected to increase to approximately $190 million upon filing third-quarter 2008 financial statements.  The company currently has approximately $104 million drawn on the facility and expects to draw approximately $40 million to fund the purchase of the Lake Arlington dry gathering system in October.

The credit facility provides for revolving loans, swingline loans and letters of credit from time to time in an aggregate amount not to exceed the borrowing base.  The company has the option to increase the facility to $350 million with consent of the lenders and can extend the facility, which matures August 10, 2012, up to two additional years with requisite lender consent.  Bank of America, N.A. and BNP Paribas Securities Corp. led the group of nine lenders.

Quicksilver Gas Services expects to announce its financial results for the third quarter of 2008 on Wednesday, November 5, 2008, before the market opens.  The company will host a conference call for investors and analysts at 10:00 a.m. eastern time that day to discuss the operating and financial results.  Quicksilver invites interested parties to listen
 
 
-more-

 
 
 
  NEWS RELEASE
Page 2 of 2
 
 
 

 
to the call via the company’s website at www.kgslp.com or by calling 1-877-313-7932, using the conference ID number 39787907, approximately 10 minutes prior to the call.  A digital replay of the conference call will be available at 3:00 p.m. eastern time the same day and will remain available for 30 days.  The replay can be accessed at 1-800-642-1687 and reference should be made to the conference ID number 39787907.  The replay will also be archived for 30 days on the company’s website.

About Quicksilver Gas Services

Quicksilver Gas Services LP is a midstream master limited partnership engaged in the business of gathering and processing natural gas produced from the Barnett Shale formation in the Fort Worth Basin in north Texas.  Headquartered in Fort Worth, the company’s predecessors began operations in 2004 to provide midstream services primarily to Quicksilver Resources Inc.  For more information about Quicksilver Gas Services, visit www.kgslp.com.

# # #

Investor and Media Contact:
Rick Buterbaugh
817-665-4835

 
KGS 08-09
 
-end-

GRAPHIC 4 kgs_logo.jpg QUICKSILVER GAS SERVICES LP LOGO begin 644 kgs_logo.jpg M_]C_X``02D9)1@`!`0$`2`!(``#_VP!#``,"`@,"`@,#`P,$`P,$!0@%!00$ M!0H'!P8(#`H,#`L*"PL-#A(0#0X1#@L+$!80$1,4%145#`\7&!84&!(4%13_ MVP!#`0,$!`4$!0D%!0D4#0L-%!04%!04%!04%!04%!04%!04%!04%!04%!04 M%!04%!04%!04%!04%!04%!04%!04%!3_P``1"`"9`,8#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#]4Z***`"B MBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`*** M*`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH M`****`"BBB@`HHHH`****`"BBB@`HHHH`****`/(/VA_VA],^!^@".-8M1\4 MWL9-CIK'Y5'3SIL'(C!!P."Y!`QAF7Y)TC]MSXE6?BN'4K^]M=0TD3F2715M M8HHFC. M-L*,D*I9F?`[N2>2:\N\(>%-1\<>)],T'2(&N-1OYU@B4`D#/5FP"0JC+,<< M*I/:OJ,-A*,:*E-7NKZGAUJ]1U&HNUC]#_C7^U!HGP:\"_#OQS?QR?\`")>) M-7M;.\N&A9IK6UN+.>9)@BG)*M'$6`W';OV@MBO9-,U.SUO3;34=.NX+_3[N M%+BVN[619(IHG4,CHZDAE8$$$'!!!K\RO^"I_P`1-,\.>&/AU\%-%NDO(]%B MCU&^,N'GB$<)M[16=2%#,C3LR[0>8F&`>ZD[79^J5%%%(04444 M`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`>.?&+]EGP?\ M9-9CUF^:[TG6`@CENM.*+]I`P%\U64[BJ@J&&#@@$D*H'G/A#Q[^S9^RQXQ? MPN/'.GQ>+;Y_LEQ=WLQN9(,2$&&>:)/)M@&'S*YC^ZI?[H(^C?%_@7PW\0=- MBT[Q3X>TKQ+I\4PN([35[*.ZB24*RAPDBD!@&89QG#$=S7SKX^_X)I_`CQPE MR]MX=O?"=[<7)N9+O0+^2,\DEHUBE\R%$);[J1C&`%P.*W=>HX>S6H$44 M<3X553F7``K\Y_&7@CQ!\._$%SH7B?1KW0=7MS^\L[^!HI`.S`$H89!'( M)%?IDG_!-;X@_!_4[W6/@G\:[W0[F2[AFBTS4DDMXI4C8E!=2PEDGVY;Y6M] MK;F!`!.>@O\`PI\>O&L)]$U>UTZ\12ZM-/%ODB; M=@*NU%MMVPJ25;-8&Z9T/_!-/]I77_CM\,=:T/Q91?LW_LP>#OV7?#6JZ/X3>^O/[3NQ=W- M_JIA>Z?"!4B,D<4>8TPS*I!P99"#\QKUV@EA1110(****`"BBB@`HHHH`*** M*`"BBB@`HKD/BW\4M"^"GPYUSQKXEDGCT;281),+6(RRR,SK''&B\#<[NB#) M"@L"Q502/B;PK^U1^UY\8])'C'P%\)/#W_"'-/,;1+LXDGB`.`3+=1/-MR/W MD2(&92`."H!GZ$45X)^R1^U)#^T?X7U.VU729?#7C_PW*MGXAT.:)XQ#-EE\ MR,/R%9HY`8V.^-E96S\KOA_LE_M+^)_CQ\1/C)H&OV&D6=GX-U6.QT]]-AE2 M25&FNT)E+R."V+=/NA1DMQTP"/I>BOFCQ3^TQXGT/]N7P?\`!F"PTA_"^L:5 M)?7%W)#*;U76WNI`$<2!`,P)U0G!;GIBYXW_`&C/$GAK]MOX?_!VUL=*D\,^ M(-#EU.ZNY8I#>I*J7S`1N)`@7-K'P4)Y;GD8!V/HNBOF']K+]KG5/@[XBT'X M>_#KPX/&GQ5UY5GMM->&22"VM]Q_>2*A4N6$ M`?B!X4T[XC?!ZSU;0_$&J&U">'UCDNHP5^ZDL=R\,809D'VC:&5),R*`SH!8 M^[J*^2OV@_VO_$/P9_:O\`_#I(?#UOX-UJQMKW5-4U59%FM4>XN(Y7$OFK&B M*D(;+*ZK>H MAD@E,?VGRXQ,/*"K;KO9B)-PEVJ%=/F]*_9&\6_M"ZM=^(=$^-GAC3[.WT@) M#:Z_$T<4]].<2,/+B)BE3RY$_>1B,*4*$.^_RP+'TG17SGX(_:,\2>)?VV_B M!\';FQTI/#/A_0XM3M;N**07CRLEBQ$CF0H5S=2%YX.3QO\`M&>)?#7[ M;GP_^#MM8Z5)X9\0:'+J=U=RQ2F]254OF`1Q($"YM8^"A/+<\C`%CZ,HKQ+] ML/XK^-O@A\$K_P`;>!K#1]2O-*NH7OX-9BFE7[(Y,;-&L3H2ZR/$22P4()#U M`K@_BW^VY:^%_P!CK1/C)X:M;635-?-M:Z=I]]'--;QWI=A4S"(070# MC:&,8(X89`L?5-%?'WQ^_:F^*?P(_9.\`_$#4]#\/1>.];U"WM]1TRXLKI+: MUCF@N)UC\II5E29%CB5PS$!A(,=,5/AG\7OVQ?$_B7PI+KOPI\'6?@[4;NT: M_P!1M;E/-BL9'0RRHO\`:#'<(RS`;&.0/E/2@+'V917RQ^VK^TO\0O@1XD^% MV@?#O1=#US5O&=W+[HZ=8WFC72>;%-YD*>:Y^US+Y:&9-P;8ZIX_P#V5MX$N@W4.M3VEN,_:K> M(,LJOR/E1)#,>O\`J!QG!%/]F3]LOX.G]G'PK_:/C/2O#5YX;T.WL-0TG5)Q M#S!E4@/E1]8U\07?P^_8=^*'Q:N-!B3PO<^*[PQ! M8-(U*[L[&=V$:)'`T$B6K2-N0;(B69BV06W4#/,OV(OB;X6^(W[;WQ6^(\%Y MH?@_3-W4=M>W\T\\3+)'$3B21OLCR2A6)$DZXW;LB]^R/\`%;PI M^S[^U=^T'X2\?:JOA2[UW76FT^\UA?LEM(D,UW("\CD",213QR1EB%<'AB60 M-]6>!?V4?@A^SMJMUXZT+PI9^';S3;.=Y-7O;^XN%M(-N99`9Y76,[`P+@`[ M2XSAF!WOBS^S3\*_VA)M-U/QIX6L_$-Q;0[+6_BN);>4PG+!?-@=&=,L6"DE M068@#<<@7/D+P?XRL_VB/^"HNF^*?!)35_"WA#1Y;>[U>%SY,J_99XBZ;@,C MS[H1C&=P1G4E>:[+XL?\I7_@Q_V*5Q_Z*U:O3_V=?B3^S5X6\13_``Q^$>K: M#::M\[O;V2RLU\48L<7D@(NV7S&*@2N0@;;\J''K&K?!3P7KGQ8T7XEWNC>? MXVT:T:QL=4^U3+Y,+"4%/*#B-N+B7EE)^;KP,`'PU\8O%-E^RU_P4G7XD>.M M+6?P?XKTR-+/5X[:28Z<1;16LDB_*,RH8<.J%F$-R#@LP2OJGQC^V_\`!'P5 MJN@6%U\0M'U%M7N&MUGT>Z2^AM`$)\RX>(L(D+;$!/.7!QL5V2C^T'\8?V>; M[5E^%GQ9UK0[F\NC&YTW489'6T>12J2/<(NVT?8Y(=GC95?=D*P)PKWX!?LQ M?LCS6/CK4_#>E^&F^TQVEGJ.JRW>HK%<_P"NC,22M*(Y1Y!99%`8;2`PR00# MY;_X**?#W_A;'[-]9_9F^);6VFZ]I]^[:#>0*OV>Z,H\TP^:`I)D#"6)I!N8.8R598X MS[[X6MO@#^U1\3K;XA:%-;^+O&'@]+6./4K>XO(?L:^9-)`#'N2-_G\X\JWH M>,5RVN>-/V4_VH/B)X:FOO$6CZKXTT]DCT>\AU"[TF\$AE4Q1QS(T)=Q(08T MW%@S,4`+-D"YQ7[8_@_]FSXN?'#1_"_Q`\:7'A'X@1Z2X.J6EY'#:6\:_O(( M+QY5:-'8222(/D9E&&8;X`_GO[)GQ+\7?#G]L&W^$%A\5S\:?`-WI[$ZFDKW M$-D4M/-0QN6D";601;8Y6CQ*,XD&U/J_XI?#/X&?M$?$B3P=XST:PUWQOHUB MEX8#]HM+Q+,GY2)XRADA#3?=#LH9SP&S6=\%O"W[/'P4N/B%/\/+72-,N_"L M;CQ-?Q23W`_^"G_PBUWQ%JMIHNC6OA*7S[Z]E$4,6Y=41=S'@99E`]R* M^G?!WA7X43>(-4^/FB"UCOM=TK_3?%,U[/'!)8QK'EF25Q'&JK;1DMM7A,D\ MG/E&M6'[*7[9WQ,=+_4-)\9>,M-B_LJ*)=5O+)YHXVFE*VZK)&MRJ_OG,D0< M;3DMMVT!<]CTOXH_"O\`:`L=;\&:5XKT7Q=%?Z;/%J&FZ=J`>1K1P(I2?+8, MH/FA=P((+#!!K\P/@A^SCXEUO]KW3?@?XEE;5_"/P_UB\URXBNK>$1R6A\@^ M88V8DQW7EV*F(,^T3$X^^3]H>'IOV3/V.?BAJ\&FWMEX,\9Q6@L;V*6[U&Z9 M891%.%(=I$Y`B;(Y[9ZBO8]>^(/PI^%FBWGQFU/6++1M+\466G1OK&Q_^)C& MJRO:;8E4O))LG<\*7V*,_+'P`?//_!77_DVWPW_V-EM_Z1WEE^%/B M)X%U6^_;`D\9QLBVZ>!KF^D,<\L\#0Q6^UKQU)221"H\L\H,`<$?4E]IGP>_ M;?\`AA92RO;^.O"$.H?:(Q!>*_BW^S5HFG:O/H&H:EKEU9VVK6N[S;*62XTY$G3:RGN8S$#&TDQC7[3 M&L3*&!)6)FPAK]'/'WP4\&?%#Q)X2U_Q-HW]IZMX3N_MVC7'VJ:+[+-OB??M MC=5?YH8CAPP^7IR<^(^,?B-^RO\`M=:CH7A7Q#K^A>*;^*YSI<,]Q<6,WG28 M3RXI08V)<[!Y0;YRJ?*2JX!W/J:BBB@D****`"BBB@#P[]MY?$3_`+)_Q-'A M?(U+^RF,V#&/]"WK]M^_Q_Q[>?T^;^[\V*^8/B+\6/V=?`OP%\%7/A3X=_#_ M`,?:-%:6U]=:9J.LV%EK=K-']G\KSX(XI99YY&&V;`VD1N)-T;-7Z(5YEIO[ M,GPFT?Q?'XHL?ASX:M-(%D22>Y\/:8WEM="2-&CE9MS>7M,>)4BN4 M(5L5L_L._%_1?B[^RWXH\">)/$407P7:3Z%J&N6TSVL;:2TT\"^&[#Q9>^*;7P]I5MXFO81;W6M0V4:WEQ$`@"23!=[*!''P21\B^ M@H#H?FK\'O$VD_LV:W\.+?1=>^%7QM\):AKUO8Z9-8Z>D/C*P^V(Q:58L%X@ MLG!$C,Y^2/,>X!/U&KSWP]^SQ\+O"7B*/7M$^'?AC2-8BV^3>66DP1/"0",Q M[5&PX8@E<$]\UZ%0#/S-^,'A_P`._"7XA_%KQ-X,\>_!_P`;6TVHW^HZ]X&^ M(]G;2WD5\%2X:*T<`27+!VE54#(B,3&=\JN5]2_;9\8CXB?LV?`/Q6++0].& MN^+-`U067B:3S-*@\ZSGD\N\?"[K==V)#@90,<#I7U#XJ_9_^&?CGQ%_;WB' MX?\`AK6]98@R7U_I4,TLV(Q&/,9E/F80``/G&T8Q@5T?B_P+X;^(.FQ:=XI\ M/:5XET^*87$=IJ]E%=1)*%90X212`P#,,XSAB.YH"YXS^Q[_`&/_`,(WXA\C M_A3W_"0?:X_M?_"GMGV7[-L_T?[3CYO,W_:<9XQTYW5^/DTLG7[(K?2$K<7##"[O+E5"H*^7$%D9%R3^NW@WX9 M>#OAS]L_X1/PGH?AC[9L^T_V-IL-IY^S=LW^6J[MN]L9Z;CCJ:7_`(5EX/\` M^$,_X0__`(1/0_\`A$O^@#_9T/V#_6>;_J-NS_6?/T^]SUYH"Y\P_MYP^(O@ MSJ?A3]HCP1#;S:YX71]$UBUN_,-O=Z=PK-#*NFW M>G:C:07^GW<+V]S:748DBFB=2KHZ,"&5@2"",$$B@+GYZ>.?LO\`P[Y_9[_M MS[=_P@O_``D&C?\`"6?9//\`+_LG?-YWG^3\WE[_`"L=]_E[?GVU]"V=[^RE M/XP\$Q:5+\+Y?$4.I)'H*Z(;)I8[K;*T:CR/NC!OV:_A9\-/$MQ MX@\,>`]#T?6IIFG%[!:+YD#,A1A`3GR%*LP*Q;5()XH`^(/BI_R>=\"O@YJ8^)/@OX>>(=*@F/A M4WEO:W'AZ]#6:.RJDJLB6Z^3!YH_$OP?/ MHWP^M;CPW>65U)J_PSP-)U,W<+'>,#YI%\@AI,\D[=J^7ELO_@I==0V/PP^& M=S<31V]O#\0=,DEEE8*B*(+HEF)X``&237TYX'^'OACX::(-'\)Z!IWAS3-_ MFM;:9;)`CR;54R/M`W.5107;+':,DXJ7Q?X%\-?$'38M.\4^'M*\2Z?%,+B. MTU>RBNHDE"LH<)(I`8!F&<9PQ'>@#/\`"'Q:\#?$*\GL_"OC/P]XFNX(_-EM M]'U6"[DC3(&YEC?'W]F#PS9V6B?";2O"^K3N'\53Z M7._BJ**/4',K"4)L9LQNBKN`,>U2RY)'Z5^#_A)X&^'M[/>>%?!GA[PS=SQ^ M5+/H^E06DDB9!VLT:`D9`.#W%;/AOPQH_@W1;?1]`TFQT/2;;=Y%AIMLEO!% MN8LVV-`%&69F.!R23WH"YIT444""BBB@`HHHH`****`"BBB@`HHHH`****`" MBBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`** M**`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHH MH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@ ##__9 ` end GRAPHIC 5 kgs_pipe.jpg QUICKSILVER GAS SERVICES LP LOGO IMAGE begin 644 kgs_pipe.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``,"`@,"`@,#`P,$`P,$!0@%!00$ M!0H'!P8(#`H,#`L*"PL-#A(0#0X1#@L+$!80$1,4%145#`\7&!84&!(4%13_ MVP!#`0,$!`4$!0D%!0D4#0L-%!04%!04%!04%!04%!04%!04%!04%!04%!04 M%!04%!04%!04%!04%!04%!04%!04%!3_P``1"``W`$L#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#]4Z***`"B MD+`=:Q?$/C;P_P"$1`==US3M%%QN$/\`:%W'!YNW&[;O(SC(SCID4TK[";2W M-NBJUEJ-MJ5E;WEG<1W=I<1K+#/`X>.1&&596'!!!!!'7-3>8-I.#Q2&/HI` M;?M`?%B/X-?#N[UY8DN=2=UM=/MY0Q22=@2-VT'A55W( MRN0FW<"PK\QO$GB74_&.NWNLZS>2ZCJ=Y)YL]Q*PRQZ#'8`8``&`H```'%?? M/[%O" MNL^-M:MM)T+3KC5-1G("0P+D\D`LQ/"J"<%FPHZDBOHLNC2C3=25KW/'Q?/* M:CT/L3_@G]XKU&_\.^+-&N[TS:5IDEO-:1R'(@\WSC*%/\*DQAL=`2QX+&O- M_P#@FY^V=)X\M--^$7B_!UW3[,KH.J`@?;K>),_9Y!WECC!(8<,B-NVLF9)? MVH_$EO\`L;_L?GP!#<17WC#QU]IM99`DAA\MT1+R1=PQA(FBA7)1B75P.&`_ M+33-3O-%U.TU#3KN>PU"UF2>VN[65HYHI4;#C32D?TC)P*=7S!^PO\`M=V7[2/P\BT[6K^$?$;1H0NJVNQ8C=Q@A5O( MU'!5LJ'"X".<;55X]WT\#FNO%5_J^H&5_/O8(+RW@=2GS/'ITT[,6#-]]XNF06PV+N)0=TMG-ET2/`;Y M6E;"VZ-INK^"-5ANQ>KJ'AS598Y0X)("B;S4C`;##RU4@J M,$#B@I,_.C]FOX9?$KX4_MI?#CP_'O%,6K*\MO>1HADT\&1;V2-G.R2 M,VZ70#QDAL'82V*_;U!A:Y#X7_#N;X9>$H=!?Q7XA\8)#*\D>H^*+M+J]"L< M^695C0NH.<;]S`-C=M"@=@HP.>M`-W%HHHH$-W@]C2&0`#@\T44#%#@X]Z"X C'6BB@+!O'H:/,'O110`;QG%&ZBB@`#@FFF=!U/Z444!8_]D_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----