Contract

Exhibit 1.1

Execution Version

QUICKSILVER GAS SERVICES LP

4,000,000 Common Units

Representing Limited Partner Interests

Underwriting Agreement

December 11, 2009

Xxxxx Fargo Securities, LLC

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

Citigroup Global Markets Inc.

UBS Securities LLC

Barclays Capital Inc.

as Representatives of the Underwriters

named in Schedule A attached hereto

c/o Wells Fargo Securities, LLC

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, XX 00000

Ladies and Gentlemen:

Quicksilver Gas Services LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell (the “Offering”) to the underwriters named in Schedule A attached hereto (the “Underwriters”), for whom Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., UBS Securities LLC and Barclays Capital Inc. are acting as representatives (the “Representatives”), an aggregate of 4,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, solely for the purpose of covering over-allotments, the Partnership proposes to grant to the Underwriters the option to purchase from the Partnership up to an additional 600,000 Common Units (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “Units.” This agreement (this “Agreement”) is to confirm the agreement among the Partnership and Quicksilver Gas Services GP LLC, a Delaware limited liability company (the “General Partner” and together with the Partnership, the “Quicksilver Parties”), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters. The Quicksilver Parties and the subsidiaries listed on Schedule B attached hereto (the “Subsidiaries”) are hereinafter collectively sometimes referred to as the “Partnership Entities.” Quicksilver Gas Services Holdings LLC, a Delaware limited liability company, is referred to herein as “Holdings,” and Quicksilver Resources Inc., a Delaware corporation, is referred to herein as “Quicksilver.”

As used in this Agreement:

(i) “Applicable Time” means 8:10 a.m. (New York City time) on the date of this Agreement;

(ii) “Base Prospectus” means the base prospectus included in the Registration Statement at the Applicable Time;

(iii) “Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with (A) each Issuer Free Writing Prospectus identified on Schedule D attached hereto and (B) the number of Units and the pricing information set forth on Schedule E attached hereto;

(iv) “Effective Date” means any date as of which any part of such registration statement relating to the Units became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations;

(v) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) or “issuer free writing prospectus” (as defined in Rule 433 of the Rules and Regulations) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Units;

(vi) “Preliminary Prospectus” means any preliminary prospectus relating to the Units included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including the Base Prospectus and any preliminary prospectus supplement thereto relating to the Units;

(vii) “Prospectus” means the final prospectus supplement relating to the Units, including the Base Prospectus, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and

(viii) “Quicksilver Entities” means Quicksilver and its direct and indirect subsidiaries, other than the Partnership Entities.

(ix) “Registration Statement” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including the Prospectus, and all exhibits to such registration statement.

As used in this Agreement, “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading. The terms “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement. The term “or,” as used herein, is not exclusive.

Any reference to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any information incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer

to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Rules and Regulations prior to the date hereof. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of the Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement.

The Quicksilver Parties and the Underwriters agree as follows:

1. Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Partnership agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership, the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $20.19 per Unit.

In addition, the Partnership hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Partnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units in the event the Underwriters sell more than the number of Firm Units, at the same purchase price per Unit to be paid by the Underwriters to the Partnership for the Firm Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Partnership. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than (i) if such additional time of purchase is concurrent with the initial time of purchase, first business day after the date on which the Over-Allotment Option shall have been exercised and (ii) if such additional time of purchase is after the initial time of purchase, the second business day after the date on which the Over-Allotment Option shall have been exercised; nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised . The number of Additional Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A attached hereto bears to the total number of Firm Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional Units), subject to adjustment in accordance with Section 9 hereof.

2. Payment and Delivery. Payment of the purchase price for the Firm Units shall be made to

the Partnership by Federal Funds wire transfer against electronic delivery of the certificates for the Firm Units to you through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on December 16, 2009 (unless another time shall be agreed to by you and the Partnership or unless postponed in accordance with the provisions of Section 9 hereof). The time at which such payment and delivery are to be made is hereinafter sometimes called the “time of purchase.” Electronic transfer of the Firm Units shall be made to you at the time of purchase in such names and in such denominations as you shall specify.

Payment of the purchase price for the Additional Units shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Units. Electronic transfer of the Additional Units shall be made to you at the additional time of purchase in such names and in such denominations as you shall specify.

Deliveries of the documents described in Section 7 hereof with respect to the purchase of the Units shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, at 10:00 A.M., New York City time, on the date of the closing of the purchase of the Firm Units or the Additional Units, as the case may be.

3. Representations and Warranties of the Partnership. Each of the Quicksilver Parties, jointly and severally, represents and warrants to and agrees with each of the Underwriters that:

(a) Registration. A registration statement on Form S-3 (File No. 333-161680) with respect to the Common Units being sold by the Partnership has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. The Partnership meets the requirements for use of Form S-3 under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than three years before the date of this Agreement. Copies of such registration statement and each of the amendments thereto, if any, have been delivered by the Partnership to you.

The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or to the knowledge of the Partnership, threatened by the Commission.

(b) Partnership Not an Ineligible Issuer. At (i) the time of initial filing of the Registration Statement and (ii) the earliest time after the initial filing of the Registration Statement that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Units, the Partnership was not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

(c) Form of Documents. The Registration Statement conformed and will conform in all material respects on each Effective Date and each time of purchase, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when

filed, to the requirements of the Securities Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and at each time of purchase to the requirements of the Securities Act and the Rules and Regulations. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.

(d) No Material Misstatements or Omissions in the Registration Statement. The Registration Statement did not, as of each Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 11.

(e) No Material Misstatements or Omissions in the Prospectus. The Prospectus will not, as of its date and at each time of purchase, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 11.

(f) No Material Misstatements or Omissions in Documents Incorporated by Reference. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(g) No Material Misstatements or Omissions in the Disclosure Package. The Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 11.

(h) No Material Misstatements or Omissions in Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433), when considered together with the Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus, as of its date, did not conflict with the information contained in the most recent Preliminary Prospectus or the Prospectus.

(i) Conformity of Issuer Free Writing Prospectuses to the Requirements of the Securities Act. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Partnership has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Units that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations.

(j) Formation and Qualification of Partnership Entities. Each of the Partnership Entities has been duly formed and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the laws of its respective jurisdiction of formation, with all partnership or limited liability company power and authority necessary to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Prospectus and (i) in the case of the General Partner, to act as the general partner of the Partnership, and (ii) in the case of the Quicksilver Parties, to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

(k) Foreign Qualification and Registration. Each of the Partnership Entities is duly qualified to do business as a foreign limited partnership or limited liability company, as the case may be, and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”); or (ii) subject the limited partners of the Partnership to any material liability or disability; insofar as the foregoing representation relates to the registration or qualification of each Partnership Entity, the applicable jurisdictions are set forth on Schedule C hereto.

(l) Ownership of the General Partner. Holdings owns all of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (the “General Partner LLC Agreement”); and Holdings owns such membership interests free and clear of all liens, encumbrances (except restrictions on transferability as described in the Prospectus), security interests, charges or claims (“Liens”) except as would not be a Material Adverse Effect or under that certain that certain Credit Agreement dated as of August 10, 2007 by and among the Partnership, Bank of America, N.A., and the lenders party thereto, as amended, (the “Credit Agreement”).

(m) Ownership of the General Partner Interest in the Partnership. The General Partner is the sole general partner of the Partnership and at the time of purchase, immediately after

the issuance of the Firm Units, will have a 1.7% general partner interest in the Partnership (the “GP Interest”) represented by 469,944 General Partner Units; the GP Interest has been duly authorized and validly issued in accordance with the partnership agreement of the Partnership (the “Partnership Agreement”); and the General Partner owns such GP Interest free and clear of all Liens.

(n) Partnership Interests Outstanding. As of the date hereof and immediately prior to the time of purchase, the issued and outstanding limited partner interests of the Partnership consist of 12,313,451 Common Units, 11,513,625 Subordinated Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement); the General Partner owns all the Incentive Distribution Rights; all of the outstanding Common Units, Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and otherwise by matters described in the Prospectus under the caption "The Partnership Agreement—Limited Liability" incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009). The General Partner owns all of the Incentive Distribution Rights free and clear of all Liens.

(o) Ownership of Quicksilver Operating LLC. The Partnership owns all of the issued and outstanding membership interests in Quicksilver Gas Services Operating LLC, a Delaware limited liability company (“Quicksilver Operating LLC”); such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Quicksilver Operating LLC (the “Quicksilver Operating LLC Agreement”), and are fully paid (to the extent required under the Quicksilver Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303 and 18-607 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens except as would not be a Material Adverse Effect or under the Credit Agreement.

(p) Ownership of Quicksilver OPGP. Quicksilver Operating LLC owns all of the issued and outstanding membership interests in Quicksilver Gas Services Operating GP LLC, a Delaware limited liability company (“Quicksilver OPGP”); such membership interests have been duly authorized and validly issued in accordance with the Quicksilver OPGP limited liability company agreement (the “Quicksilver OPGP LLC Agreement”), and are fully paid (to the extent required under the Quicksilver OPGP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303 and 18-607 of the Delaware LLC Act); and Quicksilver Operating LLC owns such membership interests free and clear of all Liens except as would not be a Material Adverse Effect or under the Credit Agreement.

(q) Ownership of Processing Partners. Quicksilver OPGP is the sole general partner of Cowtown Gas Processing Partners L.P., a Texas limited partnership (“Processing Partners”), with a 1.0% general partner interest in Processing Partners; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of Processing Partners (“the “Processing Partners LP Agreement”); and Quicksilver OPGP owns such general partner interest free and clear of all Liens except as would not be a Material Adverse Effect or

under the Credit Agreement. Quicksilver Operating is the sole limited partner of Processing Partners with a 99.0% limited partner interest in Processing Partners; such limited partner interest has been duly authorized and validly issued in accordance with the Processing Partners LP Agreement and is fully paid (to the extent required under the Processing Partners LP Agreement) and is nonassessable (except as such nonassessability may be affected by Section 6.07 of the Texas Revised Limited Partnership Act (the “Texas Act”)); and. Quicksilver Operating owns such limited partner interest free and clear of all Liens except as would not be a Material Adverse Effect or under the Credit Agreement.

(r) Ownership of Pipeline Partners. Quicksilver OPGP is the sole general partner of Cowtown Pipeline Partners L.P., a Texas limited partnership (“Pipeline Partners”), with a 1.0% general partner interest in Pipeline Partners; such general partner interest has been duly authorized and validly issued in accordance with the partnership agreement of Pipeline Partners (the “Pipeline Partners LP Agreement”); and Quicksilver OPGP owns such general partner interest free and clear of all Liens except as would not be a Material Adverse Effect or under the Credit Agreement. Quicksilver Operating is the sole limited partner of Pipeline Partners with a 99.0% limited partner interest in Pipeline Partners; such limited partner interest has been duly authorized and validly issued in accordance with the Pipeline Partners LP Agreement and is fully paid (to the extent required under the Pipeline Partners LP Agreement) and is nonassessable (except as such nonassessability may be affected by Section 6.07 of the Texas Act); and Quicksilver Operating owns such limited partner interest free and clear of all Liens except as would not be a Material Adverse Effect or under the Credit Agreement.

(s) No Other Subsidiaries. Other than a direct or indirect ownership in the Partnership or the Subsidiaries, neither the Partnership nor the General Partner owns, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, limited liability company, joint venture, association or other entity.

(t) Valid Issuance of Units. The Units and the limited partner interests represented thereby have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Risk Factors – Risks Inherent in an Investment in Us – Your liability may not be limited if a court finds that unitholder action constitutes control of our business” and “Risk Factors - Risks Inherent in an Investment in US Unitholders may have liability to repay distributions that were wrongfully distributed to them” (and any similar information, if any, contained in any Permitted Free Writing Prospectus) and (ii) Sections 17-303 and 17-607 of the Delaware LP Act) and free of any restriction upon the voting or transfer thereof pursuant to the Partnership Agreement or other agreement or instrument to which the Partnership or any of the Partnership Entities or their affiliates is a party or by which any of them or any of their respective properties may be bound or affected except as disclosed in the Disclosure Package and Prospectus.

(u) Conformity to Description of Common Units. The Units, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will conform in all material respects to the description thereof contained or incorporated by reference

in the Disclosure Package and the Prospectus.

(v) Authorization, Execution and Delivery of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Quicksilver Parties.

(w) Authorization, Execution, Delivery and Enforceability of Certain Agreements.

(i) The Partnership Agreement has been duly authorized and executed and validly delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms;

(ii) the General Partner LLC Agreement has been duly authorized and executed and validly delivered by Holdings and is a valid and legally binding agreement of Holdings, enforceable against Holdings in accordance with its terms;

(iii) the Quicksilver Operating LLC Agreement has been duly authorized and executed and validly delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms;

(iv) the Quicksilver OPGP LLC Agreement has been duly authorized and executed and validly delivered by Quicksilver Operating LLC and is a valid and legally binding agreement of Quicksilver Operating LLC, enforceable against Quicksilver Operating LLC in accordance with its terms;

(v) the Processing Partners LP Agreement and the Pipeline Partners LP Agreements have been duly authorized and executed and validly delivered by Quicksilver OPGP and Quicksilver Operating LLC and are the valid and legally binding agreements of Quicksilver OPGP and Quicksilver Operating LLC, enforceable against Quicksilver OPGP and Quicksilver Operating LLC in accordance with their terms;

(vi) the Purchase and Sale Agreement among Cowtown Pipeline L.P., the Partnership and Pipeline Partners (the “Alliance Agreement”) has been duly authorized and executed and validly delivered by Cowtown Pipeline L.P., the Partnership and Pipeline Partners and is a valid and legally binding agreement of Cowtown Pipeline L.P., the Partnership and Pipeline Partners, enforceable against Cowtown Pipeline L.P., the Partnership and Pipeline Partners in accordance with its terms;

provided that, with respect to each agreement described in this Section 3 (w), the enforceability thereof may be limited (A) by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) with respect to the indemnity, contribution and exoneration provisions therein, by public policy and applicable laws relating to fiduciary duties and indemnification.

(x) No Conflicts. None of (i) the execution, delivery and performance of this Agreement by the parties hereto, (ii) the offering, issuance and sale of the Units, (iii) the execution and delivery by the parties thereto of the Alliance Agreement and the consummation

of the transactions contemplated thereby or (iv) the consummation of the transactions contemplated hereby will conflict with, result in any breach or violation of or constitute a default under, or constitute any event which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under, or result in the creation or imposition of a Lien on any property or assets of the Partnership Entities pursuant to (I) any certificate or articles of incorporation, bylaws, certificates of formation or limited partnership, limited partnership agreement, limited liability agreement or other organizational documents (the “Organizational Documents”) of the Partnership Entities, (II) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties may be bound or affected, (III) any federal, state, local or foreign law, regulation or rule, (IV) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE), or (V) any decree, judgment or order applicable to any of the Partnership Entities or any of their respective properties, which conflicts, breaches, violation or defaults, in the case of clauses (II), (III), (IV) or (V) above, would, individually or in the aggregate, have a Material Adverse Effect, affect the validity of the Units or prevent or materially interfere with consummation of the transactions contemplated by this Agreement or the Alliance Agreement.

(y) No Consents. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE ) (each, a “Consent”) or any approval of the security holders of the Partnership Entities, is required in connection with the Offering or the consummation by the Partnership of the transactions contemplated hereby or by the Alliance Agreement, other than (i) registration of the Units under the Securities Act, which has been effected (or, with respect to any registration statement to be filed hereunder pursuant to Rule 462(b) under the Securities Act, will be effected in accordance herewith), (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters, (iii) under the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”), (iv) such Consents that have been, or prior to the applicable time of purchase will be, obtained, (v) a supplemental listing application for the Units to be filed with the New York Stock Exchange, and (vi) such Consents that, if not obtained, would not, individually or in the aggregate, result in a Material Adverse Effect, affect the validity of the Units or prevent or materially interfere with consummation of the transactions contemplated by this Agreement or the Alliance Agreement.

(z) No Defaults. None of the Partnership Entities is (A) in violation of its respective Organizational Documents, (B) in breach of, in default under or violation of (nor has any event occurred which with notice, lapse of time or both would result in any breach of, default under or violation of or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which it is a party

or by which it or any of its properties may be bound or affected, (C) in violation of any federal, state, local or foreign law, regulation or rule, (D) in violation of any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE), or (E) in violation of any decree, judgment or order applicable to any of the Partnership Entities or any of their properties, which breach, default or violation in the case of Clauses (B), (C), (D) and (E) above, would, if continued, have, individually or in the aggregate, a Material Adverse Effect, affect the validity of the Units or prevent or materially interfere with consummation of the transactions contemplated by this Agreement or the Alliance Agreement.

(aa) No Preemptive Rights, Registration Rights, Options or Other Rights. Except as described in the Disclosure Package and the Prospectus, (i) no person has the right, contractual or otherwise, to cause the Partnership to issue or sell to it equity interests of the Partnership, (ii) no person has any preemptive rights, resale rights, rights of first refusal or other rights to purchase any equity interests in the Partnership, (iii) no person has any resale rights in respect of equity interests in the Partnership that would be required to be disclosed in the Registration Statement and are not so disclosed, (iv) no person has the right to act as an underwriter or as a financial advisor to the Partnership in connection with the Offering and (v) no person has the right, contractual or otherwise, to cause the Partnership to register under the Securities Act any equity interests in the Partnership, or to include any such equity interests in the Registration Statement or the Offering.

(bb) Permits. Each of the Partnership Entities has all necessary licenses, authorizations, consents and approvals (each, a “Permit”) and has made all necessary filings required under any applicable law, regulation or rule, and has obtained all necessary licenses, authorizations, consents and approvals from other persons, in order to conduct their respective businesses except for such Permits that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect. None of the Partnership Entities is in violation of, or in default under, or has received notice of any proceedings relating to the revocation or modification of, any such Permit or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to any of the Partnership Entities, except where such violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

(cc) Descriptions; Exhibits. All legal or governmental proceedings, affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, properties, leases or documents of a character required to be described in the Registration Statement, each Preliminary Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement have been so described or filed as required; and the statements included in the Registration Statement, the Preliminary Prospectuses and the Prospectus insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

(dd) Litigation. Except as described in the Disclosure Package and the Prospectus, there are no actions, suits, claims, investigations or proceedings pending or, to the knowledge of the Partnership Entities, threatened or contemplated to which any of the Partnership Entities or any of their respective directors or officers is or would be a party or of which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or

foreign governmental or regulatory commission, board, body, authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE), except any such action, suit, claim, investigation or proceeding that would not result in a judgment, decree or order having, individually or in the aggregate, a Material Adverse Effect.

(ee) Independent Registered Public Accounting Firms. Deloitte & Touche LLP, whose report on the financial statements of the Partnership and the General Partner are included in the Registration Statement, the Preliminary Prospectuses and the Prospectus or any Issuer Free Writing Prospectuses containing an audit report, are independent registered public accountants as required by the Securities Act and by the rules of the Public Company Accounting Oversight Board.

(ff) Financial Statements. At September 30, 2009, the Partnership would have had, on an as adjusted pro forma basis as indicated in the Disclosure Package and the Prospectus, a capitalization as set forth in the Disclosure Package and the Prospectus. The historical financial statements included in the Disclosure Package and the Prospectus, together with the related notes and schedules, present fairly in all material respects the consolidated financial position of the Partnership and the General Partner as of the dates indicated and the consolidated statements of operations, cash flows and changes in partners’ equity of the Partnership and the General Partner for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved. The pro forma financial statements incorporated by reference in the Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable accounting requirements of Article 11 of Regulation S-X of the Commission; the assumptions used in the preparation of such pro forma financial statements are reasonable; the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein; and the pro forma adjustments have been properly applied to the historical amounts in the compilation of such pro forma financial statements. The summary and selected historical financial data set forth in the Disclosure Package and the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Partnership Entities. There are no financial statements (historical or pro forma) that are required to be included in the Disclosure Package or the Prospectus that are not included as required. The Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Disclosure Package and the Prospectus.

(gg) No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Disclosure Package and the Prospectus, in each case excluding any amendments or supplements to the foregoing made after the execution of this Agreement, there has not been (i) any material adverse change, or any development involving, individually or in the aggregate, a material adverse change, in the business, properties, management, financial condition, prospects or results of operations of the Partnership Entities (considered as a single enterprise), (ii) any transaction which is material to the Partnership Entities (considered as a single enterprise), (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by any of the Partnership Entities, which is material to the Partnership Entities (considered as a single enterprise), (iv) any material change in the capitalization,

ownership or outstanding indebtedness of any of the Partnership Entities or (v) any dividend or distribution of any kind declared, paid or made on the security interests of any of the Partnership Entities, in each case whether or not arising from transactions in the ordinary course of business.

(hh) Lock-Up Agreement. The Partnership Entities have obtained for the benefit of the Underwriters the agreement (a “Lock-Up Agreement”), in substantially the form set forth as Exhibit A attached hereto, of each person listed on Exhibit A-1 hereto, including Holdings and each executive officer and director of the General Partner.

(ii) Investment Company. None of the Partnership Entities is and at no time during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units will any of them be, and, after giving effect to the Offering and sale of the Units and the application of the proceeds thereof, none of them will be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(jj) Title to Properties. Each of the Partnership Entities has good and marketable title to all real property and good title to all personal property described in the Disclosure Package and the Prospectus as being owned by any of them, free and clear of all Liens except Liens, individually or in the aggregate, that would not have a Material Adverse Effect, Liens that would not materially interfere with the use of any such property for the conduct of its businesses and/or Liens described in the Disclosure Package and the Prospectus. All of the property described in the Disclosure Package and the Prospectus, if any, as being held under lease by any of the Partnership Entities is held thereby under valid, subsisting and enforceable leases.

(kk) Rights-of-Way. Each of the Partnership Entities has such consents, easements, rights-of-way or licenses from any person (“rights-of-way”) as are necessary to enable it to conduct its business in the manner described in the Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in the Disclosure Package and the Prospectus, except for (i) qualifications, reservations and encumbrances that would not have, individually or in the aggregate, a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; and, except as described in the Disclosure Package or the Prospectus or as would not interfere with the operations of the Partnership Entities as conducted on the date hereof to such a material extent that the Representatives could reasonably conclude that proceeding with the Offering would be inadvisable, none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

(ll) Intellectual Property. Each of the Partnership Entities owns or possesses all inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other proprietary information described in the Disclosure Package and the Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its respective businesses, except where the failure to own, license or have such rights would not, individually or in the aggregate, have a Material Adverse Effect (collectively, the “Intellectual Property”), and the Partnership Entities are unaware of any claim to the contrary or any challenge by any other person to the rights of any of

the Partnership Entities with respect to the Intellectual Property. None of the Partnership Entities has infringed or is infringing the intellectual property of a third party, and none of the Partnership Entities has received notice of a claim by a third party to the contrary.

(mm) Labor and Employment. None of the Partnership Entities is engaged in any unfair labor practice; no labor disputes with the employees that are engaged in the businesses of the Partnership Entities exist or, to the knowledge of the Quicksilver Parties after due inquiry, are imminent or threatened that would, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Quicksilver Parties: (i) there is (A) no unfair labor practice complaint pending or threatened against any of the Partnership Entities before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against any of the Partnership Entities and (C) no union representation dispute currently existing concerning the employees of any of the Partnership Entities, (ii) no union organizing activities are currently taking place concerning the employees of any of the Partnership Entities and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules and regulations promulgated thereunder concerning the employees of the Partnership Entities.

(nn) Environmental Compliance. Except as described in the Disclosure Package and the Prospectus, each of the Partnership Entities (i) is in compliance with any and all applicable federal, state, local or foreign laws, statutes, ordinances, rules, regulations, orders, decrees, judgments, injunctions, permits, licenses, authorizations or other binding requirements, or common laws, relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received and are in compliance with all permits, licenses, or other approvals required of it under applicable Environmental Laws to conduct its respective businesses as they are currently being conducted, (iii) has not received written notice of any, and to the knowledge of the Quicksilver Parties after due inquiry there are no, pending events or circumstances that could reasonably be expected to form the basis for any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (iv) is not subject to any pending or, to the knowledge of the Quicksilver Parties after due inquiry, threatened actions, suits, demands, orders or proceedings relating to any Environmental Laws against the Partnership Entities, except in the cases of clauses (i) through (iv) where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, actual or potential liability or such actions, suits, demands, orders or proceedings could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as described in the Disclosure Package and the Prospectus, none of the Partnership Entities has entered into any agreement relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below). Except as set forth in the Disclosure Package or the Prospectus, none of the Partnership Entities is currently named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and

Liability Act of 1980, as amended (“CERCLA”). As used herein, “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law.

(oo) Environmental Compliance Review. In the ordinary course of their respective businesses, the Partnership Entities (i) monitor changes in Environmental Laws applicable to their respective businesses, operations and properties, and take actions as necessary to obtain and maintain compliance with any new or amended Environmental Laws; (ii) retain environmental consultants to apply for and obtain certain permits, licenses and approvals required for their operations under Environmental Laws, and to advise the Partnership Entities as to measures that may be required to obtain and maintain compliance with Environmental Laws; and (iii) consult with appropriate operations personnel to ensure that adequate capital and operating budgets are established to provide funding for expenditures required to conduct their operations in compliance with Environmental Laws.

(pp) Tax Returns. All tax returns required to be filed by the Partnership Entities have been timely filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been timely paid, other than those (i) that are being contested in good faith and for which adequate reserves have been provided or (ii) that, if not paid, would not, individually or in the aggregate, have a Material Adverse Effect.

(qq) Insurance. Quicksilver maintains insurance covering the Partnership Entities’ properties, operations, personnel and businesses as the Quicksilver Parties reasonably deem adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Partnership Entities and their respective businesses; all such insurance is fully in force on the date hereof and will be fully in force at the time of purchase and each additional time of purchase, if any; and the Quicksilver Parties do not have reason to believe that it will not be able to renew any such insurance as and when such insurance expires.

(rr) No Business Interruptions. None of the Partnership Entities has sustained since the date of the last audited financial statements included in the Disclosure Package and the Prospectus any material loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

(ss) Non-Renewal of Agreements; No Third Party Defaults. Except as described in the Disclosure Package and the Prospectus, none of the Partnership Entities has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in the Disclosure Package and the Prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by any of the Partnership Entities or, to the knowledge of the Quicksilver Parties, any other party to any such contract or agreement. To the knowledge of the Quicksilver Parties after due inquiry, no third party to any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant

or instrument to which any of the Partnership Entities or any of their subsidiaries is a party or bound or to which their respective properties are subject, is in breach, default or violation under any such agreement (and no event has occurred that, with notice or lapse of time or both, would constitute such an event), which breach, default or violation would have a Material Adverse Effect.

(tt) Internal Controls. The Partnership Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(uu) Disclosure Controls. The Partnership has established and will maintain and evaluate “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to General Partner’s Chief Executive Officer and Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Partnership’s independent auditors and the Audit Committee of the Board of Directors of the General Partner have been advised of: (i) all known significant deficiencies, if any, in the design or operation of internal control over financial reporting which could adversely affect the Partnership’s ability to record, process, summarize and report financial data; and (ii) any known fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting; all material weaknesses, if any, in internal control over financial reporting have been identified to the Partnership’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; and the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the General Partner have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Partnership Entities and the General Partner’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the NYSE promulgated thereunder.

(vv) Related Party Transactions. None of the Partnership Entities has, directly or indirectly, including through any Subsidiary: (A) extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the General Partner or its affiliates, or to or for any family member or affiliate of any director or executive officer of the General Partner or its affiliates; or (B) made any material

modification, including any renewal thereof, to the term of any personal loan to any director or executive officer of the General Partner or its affiliates, or any family member or affiliate of any director or executive officer of the General Partner or its affiliates.

(ww) Forward-Looking Statements. Each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the Exchange Act) contained or incorporated by reference in the Disclosure Package and the Prospectus, if any, has been made or reaffirmed with a reasonable basis and in good faith.

(xx) Statistical and Market-Related Data. All statistical or market-related data included in the Disclosure Package and the Prospectus are based on or derived from sources that the Partnership reasonably believes to be reliable and accurate, and the Partnership has obtained the written consent to the use of such data from such sources to the extent required.

(yy) No Prohibition on Distributions. None of the Partnership Entities is currently prohibited, directly or indirectly, from making distributions with respect of its equity securities or from repaying to the Partnership any loans or advances or from transferring any property or assets to the Partnership or any other Subsidiary, except as described in (i) the Disclosure Package and the Prospectus or (ii) the Organizational Documents of the Partnership and the General Partner.

(zz) Foreign Corrupt Practices Act. None of the Partnership Entities nor, to the knowledge of the Quicksilver Parties, any employee or agent of the Partnership Entities has made any payment of funds of the Partnership Entities or received or retained any funds in violation of any law, rule or regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required to be disclosed in the Disclosure Package and the Prospectus;

(aaa) Money Laundering Laws. The operations of the Partnership Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator or non-governmental authority involving the Partnership Entities with respect to the Money Laundering Laws is pending or, to the knowledge of the Quicksilver Parties, threatened.

(bbb) OFAC. None of the Partnership Entities nor, to the knowledge of the Quicksilver Parties, any director, officer, agent, employee, affiliate or person acting on behalf of any Partnership Entity or any Quicksilver Entity is currently subject to any U.S. sanctions administered by OFAC; and the Partnership will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(ccc) NYSE Listing. The Units have been approved for listing on the NYSE, subject only to official notice of issuance.

(ddd) No Brokers’ Fees. Except pursuant to this Agreement, none of the Partnership Entities has incurred any liability for any finder’s or broker’s fee or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(eee) No Stabilizing Transactions. None of the Partnership Entities nor any of their Affiliates (as such term is defined in Rule 405 of the Rules and Regulations) has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.

(fff) FINRA Affiliations. To the knowledge of the Quicksilver Parties, there are no affiliations or associations between (i) any member of FINRA and (ii) the Partnership, the General Partner, any of the General Partner’s officers and directors, or any beneficial owner of the Partnership’s unregistered equity securities that were acquired at any time on or after the 180th day immediately preceding the date the Registration Statement was initially filed with the Commission, except as disclosed in the Disclosure Package and the Prospectus.

(ggg) No Distribution of Other Offering Materials. None of the Partnership Entities nor any of their Affiliates (as such term is defined in Rule 405 of the Rules and Regulations) has distributed nor will they distribute, prior to the later to occur of (i) the time of purchase and additional time of purchase and (ii) the completion of the distribution of the Units, any prospectus (as defined under the Securities Act) in connection with the offering and sale of the Units other than the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectuses or other materials, if any, permitted by the Securities Act, including Rule 134 promulgated thereunder.

In addition, any certificate signed by any officer of the Partnership Entities and delivered to the Underwriters or counsel for the Underwriters in connection with the Offering shall be deemed to be a representation and warranty by the Partnership Entity, as the case may be, as to matters covered thereby to each Underwriter.

4. Certain Covenants of the Partnership. The Quicksilver Parties, jointly and severally, hereby agree:

(a) Blue Sky Qualification. To furnish such information as may be required and otherwise to cooperate in qualifying the Units for offering and sale under the securities or blue sky laws of such states or other jurisdictions as you may designate and to maintain such qualifications in effect so long as you may request for the distribution of the Units; provided, however, that the Partnership shall not be required to qualify as a foreign limited partnership or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the Offering); and to promptly advise you of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(b) Copies of Prospectus. To make available to the Underwriters in New York City, as

soon as practicable after this Agreement becomes effective, and thereafter from time to time to furnish to the Underwriters, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Partnership shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Underwriters may request for the purposes contemplated by the Securities Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) a prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities Act in connection with the sale of the Units, the Partnership will prepare, at its expense, promptly upon request such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act.

(c) Effectiveness of Registration Statement. If, at the time this Agreement is executed and delivered, it is necessary or appropriate for a post-effective amendment to the Registration Statement, or a Registration Statement under Rule 462(b) under the Securities Act, to be filed with the Commission and become effective before the Units may be sold, to use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the Securities Act, as soon as possible; and the Partnership will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when such post-effective amendment or such Registration Statement has become effective, and (ii) if Rule 430A or Rule 430B under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Partnership agrees to file in a timely manner in accordance with such Rules).

(d) Delivery of Prospectus. If, at any time during the period when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units, the Registration Statement shall cease to comply with the requirements of the Securities Act with respect to eligibility for the use of the form on which the Registration Statement was filed with the Commission, to (i) promptly notify the Underwriters, (ii) promptly file with the Commission a new registration statement under the Securities Act relating to the Units or a post-effective amendment to the Registration Statement, which new registration statement or post-effective amendment shall comply with the requirements of the Securities Act and shall be in a form satisfactory to the Underwriters, (iii) use its best efforts to cause such new registration statement or post-effective amendment to become effective under the Securities Act as soon as practicable, (iv) promptly notify the Underwriters of such effectiveness and (v) take all other action necessary or appropriate to permit the Offering to continue as contemplated in the Disclosure Package and the Prospectus; all references herein to the Registration Statement shall be deemed to include each such new registration statement or post-effective amendment, if any.

(e) Filing of Amendments or Supplements. To advise the Underwriters promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order, suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal

of such order as soon as possible; to advise the Underwriters promptly of any proposal to amend or supplement (other than, after the termination of the Offering, by means of filing any document that is incorporated by reference therein) the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, and to provide the Underwriters and Underwriters’ counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement to which the Underwriters shall object in writing.

(f) Exchange Act Reports. Subject to Section 4 (e) hereof, to file promptly all reports and documents and any preliminary or definitive proxy or information statement required to be filed by the Partnership with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units.

(g) Rule 462(b) Registration Statement. If necessary or appropriate, to file a registration statement pursuant to, and in accordance with, Rule 462(b) under the Securities Act and pay the applicable fees in accordance with the Securities Act.

(h) Misstatements and Omissions. To advise the Underwriters promptly of the happening of any event within the period during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Units, which event could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and to advise the Underwriters promptly if, during such period, it shall become necessary to amend or supplement the Prospectus to cause the Prospectus to comply with the requirements of the Securities Act, and, in each case, during such time, subject to Section 4 (e) hereof, to prepare and furnish, at the Partnership’s expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change or to effect such compliance.

(i) Earnings Information. To make generally available to its security holders, and to deliver to the Underwriters, an earnings statement of the Partnership (which will satisfy the provisions of Section 11(a) of the Securities Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act) as soon as is reasonably practicable after the termination of such twelve-month period but in any case not later than 18 months after the effective date of this Registration Statement.

(j) Annual Report. Unless otherwise available through the electronic data gathering, analysis and retrieval system (“XXXXX”), to furnish to the Partnership’s security holders as soon as practicable after the end of each fiscal year a 10-K (including a consolidated balance sheet of the General Partner, as required, and the consolidated balance sheet and statements of income, partners’ equity and cash flow of the Partnership and the Subsidiaries for such fiscal year, accompanied by a copy of the certificate of report thereon of nationally recognized independent

registered public accountants duly registered with the PCAOB).

(k) Copies of the Registration Statement. To furnish or make available via XXXXX to the Underwriters as many copies of the Registration Statement as may be reasonably requested, as such Registration Statement was initially filed with the Commission, and of all amendments thereto (including all exhibits thereto) and sufficient copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters and counsel.

(l) Copies of Other Documents. To furnish or make available via XXXXX to each of the Underwriters for a period of five years from the date of this Agreement (i) copies of any reports, proxy statements, or other communications which the Partnership shall send to its security holders (excluding any periodic income tax reporting materials) or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly, transition and current reports filed with the Commission on Forms 10-K, 10-Q or 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of publicly available documents or reports filed with any national securities exchange on which any class of securities of the Partnership is listed and (iv) such other information as you may reasonably request regarding the Partnership Entities, in each case to the extent that such materials are not publicly available.

(m) Application of Proceeds. To apply the net proceeds from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus.

(n) Compliance with Rules 433(d) and (g). To comply with Rule 433(d) under the Securities Act (without reliance on Rule 164(b) under the Securities Act) and Rule 433(g) under the Securities Act.

(o) Partnership Lock-Up. Beginning on the date hereof and ending on, and including, the date that is 60 days after the date hereof (the “Lock-Up Period”), without the prior written consent of Xxxxx Fargo Securities, LLC, not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Common Units or securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any other securities of the Partnership that are substantially similar to Common Units, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any securities convertible into or exchangeable or exercisable for Common Units or warrants or other rights to purchase Common Units or any such securities, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, in each case, for (A) the sale of the Units as contemplated by this Agreement, (B) issuances of Common Units upon the exercise or vesting of securities convertible into or exchangeable or exercisable for Common Units pursuant

to the Partnership’s 2007 equity plan, and (C) the issuance of securities convertible into or exchangeable or exercisable for Common Units not exercisable during the Lock-Up Period pursuant to the Partnership’s 2007 equity plan; provided, however, that if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 4 (o) shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs.

(p) Distribution of Prospectuses. Not, at any time at or after the execution of this Agreement, to, directly or indirectly, offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Prospectus and any Issuer Free Writing Prospectus identified on Schedule D attached hereto.

(q) No Stabilization. Not to take, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.

(r) NYSE Listing. To use its best efforts to cause the Units to be approved for trading on NYSE.

(s) Transfer Agent. To maintain a transfer agent and, if necessary under the jurisdiction of formation of the Partnership, a registrar for the Partnership Units.

5. Covenant to Pay Costs. The Quicksilver Parties jointly and severally agree to pay all costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters, counsel and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Units including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Units to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among underwriters, any dealer agreements, any powers of attorney and custody agreements and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and counsel and (except closing documents) to dealers (including costs of mailing and shipment), (iv) the qualification of the Units for offering and sale under state or foreign laws and the determination of their eligibility for investment under state or foreign law (including the reasonably incurred legal fees and filing fees and other disbursements of counsel for the Underwriters) and the reasonably incurred costs and expenses of printing and furnishing of copies of any Canadian wrapper, blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Units on any securities exchange, (vi) any filing for review of the public offering of the Units by

FINRA, including any reasonably incurred legal fees and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters in an amount not to exceed $5,000, (vii) the fees and disbursements of any transfer agent or registrar for the Units, (viii) the costs and expenses of the Partnership Entities relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Units to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, lodging and other expenses incurred by the officers of any of the Partnership Entities, (ix) the costs and expenses of qualifying the Units for inclusion in the book-entry settlement system of the DTC, and (x) the performance of the obligations of the Partnership Entities hereunder; provided, however, that (i) except as otherwise provided in this Section 5 and in Section 6 hereof, the Underwriters shall bear and pay all of their own costs and expenses, including the fees and expenses of their counsel, any transfer taxes payable on the issuance of any Units and any advertising expenses incurred by them in connection with any offers they make.

6. Reimbursement of Underwriters’ Expenses. If the Units are not delivered for any reason other than the termination of this Agreement pursuant to the fifth paragraph of Section 9 hereof or the default by one or more of the Underwriters in its or their respective obligations hereunder, the Partnership shall, in addition to paying the amounts described in Section 5 hereof, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of their counsel.

7. Conditions of Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Quicksilver Parties on the date of this Agreement, at the Applicable Time, at the time of purchase and, if applicable, at the additional time of purchase, the performance by the Quicksilver Parties of their obligations hereunder and to the following additional conditions precedent:

(a) The Partnership shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Partnership, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each of the other Underwriters, and in the form approved by the Representatives, substantially to the effect set forth in Exhibit B attached hereto.

(b) The Partnership shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Fulbright & Xxxxxxxx L.L.P., counsel for the Partnership, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each of the other Underwriters, and in the form approved by the Representatives, substantially to the effect set forth in Exhibit C attached hereto.

(c) The Partnership shall furnish to you at the time of purchase and, if applicable, at the additional time of purchase, an opinion of Xxxx X. Xxxxxx, General Counsel for the Partnership, addressed to the Underwriters, and dated the time of purchase or the additional time of purchase, as the case may be, with executed copies for each of the other Underwriters, and in the form approved by the Representatives, substantially to the effect set forth in Exhibit D

attached hereto.

(d) You shall have received from Deloitte & Touche LLP customary comfort letters dated, respectively, the date of this Agreement, the date of the Prospectus, the time of purchase and, if applicable, the additional time of purchase, and addressed to the Underwriters (with executed copies for each of the Underwriters) in the forms approved by the Representatives, which letters shall cover, without limitation, the various financial disclosures contained in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Issuer Free Writing Prospectuses, if any.

(e) You shall have received at the time of purchase and, if applicable, at the additional time of purchase, the opinion of Xxxxx Xxxxx L.L.P., counsel for the Underwriters, dated the time of purchase or the additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives.

(f) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which you shall have objected.

(g) The Registration Statement and any registration statement required to be filed, prior to the sale of the Units, under the Securities Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Securities Act. The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Securities Act).

(h) Prior to and at the time of purchase, and, if applicable, the additional time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings initiated under Section 8(d) or 8(e) of the Securities Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) none of the Preliminary Prospectuses or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) no Disclosure Package, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Issuer Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(i) Between the time of execution of this Agreement and the time of purchase or the additional time of purchase, as the case may be, (i) no material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition, or results of operations or prospects of the Partnership Entities, taken as a whole, shall occur or become known and (ii) no transaction which is material and adverse to the Partnership Entities, taken as a whole, shall have been entered into by any of the

Partnership Entities or become probable, the effect of which is, in the judgment of the Representatives, so material or adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Units as contemplated by the Prospectus.

(j) The Partnership will, at the time of purchase and, if applicable, at the additional time of purchase, deliver to you a certificate of the President and Chief Executive Officer and the Senior Vice President - Chief Financial Officer of the General Partner, dated the time of purchase or the additional time of purchase, as the case may be, in the form attached as Exhibit E hereto.

(k) The Partnership shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus as of the time of purchase and, if applicable, the additional time of purchase, as you may reasonably request.

(l) The Units shall have been approved for listing on NYSE, subject only to notice of issuance at or prior to the time of purchase or the additional time of purchase, as the case may be.

(m) FINRA shall not have raised any objection (that has not been resolved) with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions, contemplated hereby.

8. Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.

The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of or prospects of the Partnership Entities, taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the Offering on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Issuer Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE; (B) a suspension or material limitation in trading in the Partnership’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Issuer Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice

or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act.

If the Representatives elect to terminate this Agreement as provided in this Section 8, the Partnership and each other Underwriter shall be notified promptly in writing.

If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Quicksilver Parties shall be unable to comply with any of the terms of this Agreement, the Quicksilver Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5, 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Partnership Entities under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

9. Increase in Underwriters’ Commitments. Subject to Sections 7 and 8 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Units to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 7 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 hereof) and if the number of Firm Units which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total number of Firm Units, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number of Firm Units they are obligated to purchase pursuant to Section 1 hereof) the number of Firm Units agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Units shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Units shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number of Firm Units set forth opposite the names of such non-defaulting Underwriters in Schedule A.

Without relieving any defaulting Underwriter from its obligations hereunder, the Partnership agrees with the non-defaulting Underwriters that it will not sell any Firm Units hereunder unless all of the Firm Units are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Partnership or selected by the Partnership with your approval).

If a new Underwriter or Underwriters are substituted by the Underwriters or by the Partnership for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Partnership or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected.

The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 9 with like effect as if such substituted Underwriter

had originally been named in Schedule A hereto.

If the aggregate number of Firm Units which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Units which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Partnership shall make arrangements within the five business day period stated above for the purchase of all the Firm Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Quicksilver Parties to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Quicksilver Parties. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

10. Indemnity and Contribution.

(a) Each of the Quicksilver Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, the partners, directors, officers, employees and agents of any Underwriter, affiliates of any Underwriter who have participated in the distribution of the Units as underwriters, and any person who controls any Underwriter or any such affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission to state a material fact required to be stated in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Partnership) or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information specified in Section 11 hereof furnished in writing by or on behalf of such Underwriter through you to the Partnership expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the foregoing), in any Issuer Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Securities Act) of the Partnership or in any Prospectus together with any combination of one or more of the Issuer Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such Prospectus or Issuer Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue

statement or alleged untrue statement of a material fact contained in, and in conformity with the information specified in Section 11 hereof furnished in writing by or on behalf of such Underwriter through you to the Partnership expressly for use in, such Prospectus or Issuer Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Issuer Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

(b) Each Underwriter severally agrees to indemnify, defend and hold harmless the Quicksilver Parties, their directors and officers, and any person who controls the Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Quicksilver Parties or any such person may incur under the Securities Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information specified in Section 11 hereof furnished in writing by or on behalf of such Underwriter through you to the Partnership expressly for use in, the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Partnership), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with the information specified in Section 11 hereof furnished in writing by or on behalf of such Underwriter through you to the Partnership expressly for use in, a Prospectus or a Issuer Free Writing Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Issuer Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

(c) If any action, suit or proceeding (each, a “Proceeding”) is brought against a person (an “indemnified party”) in respect of which indemnity may be sought against the Quicksilver Parties or an Underwriter (as applicable, the “indemnifying party”) pursuant to subsection (a) or (b), respectively, of this Section 10, such indemnified party shall promptly notify such indemnifying party in writing of the institution of such Proceeding and such indemnifying party shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the failure to so notify such indemnifying party shall not relieve such indemnifying party from any liability which such indemnifying party may have to any indemnified party or otherwise. The indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such Proceeding or the indemnifying party shall not have, within a reasonable period of time in light of the

circumstances, employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to such indemnifying party (in which case such indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such indemnifying party and paid as incurred (it being understood, however, that, except as provided in the second paragraph of Section 10 (a), such indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The indemnifying party shall not be liable for any settlement of any Proceeding effected without its written consent, but, if settled with its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this Section 10(c), then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement unless such failure to reimburse the indemnified party is based on a dispute with a good faith basis as to either the obligation of the indemnifying party arising under this Section 10 to indemnify the indemnified party or the amount of such obligation and the indemnifying party shall have notified the indemnified party of such good faith dispute prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.

(d) If the indemnification provided for in this Section 10 is unavailable to an indemnified party under subsections (a) and (b) of this Section 10 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Quicksilver Parties on the one hand and the Underwriters on the other hand from the Offering or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Quicksilver Parties on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Quicksilver Parties on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total proceeds from the Offering

(net of underwriting discounts and commissions but before deducting expenses) received by the Partnership, and the total underwriting discounts and commissions received by the Underwriters, bear to the aggregate public offering price of the Units. The relative fault of the Quicksilver Parties on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Quicksilver Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

(e) The Quicksilver Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (d) above. Notwithstanding the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Units underwritten by such Underwriter and distributed to the public were offered to the public exceeds the amount of any damage which such Underwriter has otherwise been required to pay by reason of such untrue statement or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10 are several in proportion to their respective underwriting commitments and not joint.

(f) The indemnity and contribution agreements contained in this Section 10 and the covenants, warranties and representations of the Quicksilver Parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Quicksilver Parties, their directors or officers or any person who controls the Quicksilver Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Units. The Quicksilver Parties and each Underwriter agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Quicksilver Parties, against any of the General Partner’s officers or directors in connection with the issuance and sale of the Units, or in connection with the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus.

11. Information Furnished by the Underwriters. The concession figure appearing under the caption “Underwriting—Underwriting Discounts and Expenses,” the legal name of each Underwriter appearing in the table under the caption “Underwriting,” and the disclosure appearing under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Disclosure Package and the Prospectus constitute the only information furnished by or on behalf of the Underwriters, as such information is referred to in Sections 3 and 10 hereof.

12. Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram or facsimile and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to Xxxxx Fargo Securities, LLC, 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000; to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxx Xxxxxx Xxxx, Xxx Xxxx, XX 00000, Facsimile: (000) 000 0000, Attention: Syndicate Department; to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel; to UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Attention: Syndicate Department; and to Barclays Capital Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Registration (Fax: 000-000-0000); and, if to the Quicksilver Parties, shall be sufficient in all respects if delivered or sent to the Quicksilver Parties at the offices of the Partnership at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000, Attention: Xxxx X. Xxxxxx, General Counsel.

13. Governing Law; Construction. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

14. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the parties hereto consent to the jurisdiction of such courts and personal service with respect thereto. The parties hereto hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and the Quicksilver Parties (on each of its behalf and, to the extent permitted by applicable law, on behalf of each of its equity holders and affiliates waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Quicksilver Parties agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Quicksilver Parties and may be enforced in any other courts to the jurisdiction of which the Quicksilver Parties are or may be subject, by suit upon such judgment.

15. Parties at Interest. The Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Quicksilver Parties and to the extent provided in Section 10 hereof the controlling persons, partners, directors and officers referred to in such Section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this Agreement.

16. No Fiduciary Relationship. The Quicksilver Parties hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Partnership’s securities. The Quicksilver Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an

arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Quicksilver Parties, their management, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Units, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Quicksilver Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Quicksilver Parties hereby confirm their understanding and agreement to that effect. The Quicksilver Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Quicksilver Parties regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Partnership’s securities, do not constitute advice or recommendations to the Quicksilver Parties. The Quicksilver Parties hereby waive and release, to the fullest extent permitted by law, any claims that the Quicksilver Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Quicksilver Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

17. Counterparts. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

18. Successors and Assigns. This Agreement shall be binding upon the Underwriters and the Quicksilver Parties and their successors and assigns and any successor or assign of any substantial portion of any of the Quicksilver Parties and any of the Underwriters’ respective businesses and/or assets.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

If the foregoing correctly sets forth the understanding between the Quicksilver Parties and the several Underwriters, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Quicksilver Parties and the Underwriters, severally.

Very truly yours,

	QUICKSILVER GAS SERVICES LP

	By:	Quicksilver Gas Services GP LLC, its general partner

	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Vice President —
		Chief Financial Officer

	QUICKSILVER GAS SERVICES GP LLC

	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Vice President —
		Chief Financial Officer

Signature Page to Underwriting Agreement

Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A

	XXXXX FARGO SECURITIES, LLC

	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director

	XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director

	CITIGROUP GLOBAL MARKETS INC.

	By:	/s/ Xxxxxxx X. Xxxxx, Xx.
	Name:	Xxxxxxx X. Xxxxx, Xx.
	Title:	Director

	UBS SECURITIES LLC

	By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Managing Director



	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Associate Director

	BARCLAYS CAPITAL INC.

	By:	/s/ Xxxxxxxx Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	Vice President

For themselves and as Representatives of the other Underwriters.

Signature Page to Underwriting Agreement

SCHEDULE A

Underwriter		Number of Firm Units to be Purchased
Xxxxx Fargo Securities, LLC		760,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated		760,000
Citigroup Global Markets Inc.		760,000
UBS Securities LLC		760,000
Barclays Capital Inc.		400,000
Xxxxxxx, Sachs & Co.		200,000
Capital One Southcoast, Inc.		90,000
Comerica Securities, Inc.		90,000
BBVA Securities Inc.		90,000
Ladenburg Xxxxxxxx & Co. Inc.		90,000
Total		4,000,000

SCHEDULE B

Subsidiaries

	STATE/JURISDICTION OF
	INCORPORATION/	NAME UNDER WHICH
NAME OF SUBSIDIARY	ORGANIZATION	BUSINESS IS CONDUCTED
Quicksilver Gas Services Operating LLC	Delaware	Quicksilver Gas Services Operating LLC
Quicksilver Gas Services Operating GP LLC	Delaware	Quicksilver Gas Services Operating GP LLC
Cowtown Gas Processing Partners L.P.	Texas	Cowtown Gas Processing Partners L.P.
Cowtown Pipeline Partners L.P.	Texas	Cowtown Pipeline Partners L.P.

SCHEDULE C

Jurisdictions of Foreign Qualification or Registration


Entities		Foreign Jurisdictions
Quicksilver Gas Services LP		TX
Quicksilver Gas Services GP LLC		TX
Quicksilver Gas Services Operating LLC		TX
Quicksilver Gas Services Operating GP LLC		TX
Cowtown Pipeline Partners L.P.		None
Cowtown Gas Processing Partners L.P.		None

SCHEDULE D

Issuer Free Writing Prospectuses

None.

SCHEDULE E

Pricing Information

Number of Units:	4,000,000 Firm Units and 600,000 Additional Units
Price to Public:	$21.10
Time of Purchase:	December 16, 2009

EXHIBIT A

Form of Lock-Up Agreement

December 10, 2009

Xxxxx Fargo Securities, LLC

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

Citigroup Global Markets Inc.

UBS Securities LLC

Barclays Capital Inc.

Together with the other Underwriters

named in Schedule A to the Underwriting Agreement referred to herein

c/o Wells Fargo Securities, LLC

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, XX 00000

Ladies and Gentlemen:

This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Quicksilver Gas Services LP, a Delaware limited partnership (the “Partnership”), and Quicksilver Gas Services GP LLC, a Delaware limited liability company, on the one hand, and Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., UBS Securities LLC and Barclays Capital Inc. (collectively, the “Representatives”) and the other underwriters named in Schedule A to the Underwriting Agreement, on the other hand, with respect to the public offering (the “Offering”) of 4,000,000 common units of the Partnership representing limited partner interests in the Partnership (the “Firm Units”). Capitalized terms used but not defined herein have the meanings given to them in the Underwriting Agreement.

In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 60 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of Xxxxx Fargo Securities, LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to any Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether currently held or later acquired, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Units or any other securities of the Partnership that are substantially similar to Common Units, or any securities convertible into or exchangeable or exercisable for, or any warrants or

other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Units or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) the sale of the Units as contemplated by the Underwriting Agreement and the sale of the Units to the Underwriters (as defined in the Underwriting Agreement) in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, (d) the exercise or vesting of securities issued pursuant to the Partnership’s 2007 equity plan that are convertible into or exchangeable or exercisable for the Common Units, provided, that in the case of any transfer or distribution pursuant to (b), (c) or (d) above, no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 60-day period referred to above), or (e) the disposition to the Partnership of Common Units or securities issued pursuant to the Partnership’s 2007 equity plan that are convertible into or exchangeable or exercisable for the Common Units in order to satisfy any tax withholding. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned.

In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Units in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of Xxxxx Fargo Securities, LLC, make any demand for, or exercise any right with respect to, the registration of Common Units or any securities convertible into or exercisable or exchangeable for Common Units, or warrants or other rights to purchase Common Units or any such securities.

Notwithstanding the above, if (a) during the period that begins on the date that is seventeen (17) days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (b) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is eighteen (18) days after the date on which the issuance of the earnings release or the material news or material event occurs.

In addition, the undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may have in connection with the Offering or with any issuance or sale by the Partnership of any equity or other securities before the Offering, except for any such rights as have been heretofore duly exercised.

The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action

designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of Common Units.

If (i) the Partnership notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.

	Yours very truly,

	By:
	Name:
	Title:

Signature Page to Lock-Up Agreement

EXHIBIT A-1

List of Parties to Execute Lock-Up Agreements

Name		Position with General Partner
Quicksilver Gas Services Holdings LLC
Quicksilver Gas Services GP LLC
Xxxxx Xxxxxx		Chairman of the Board and Director
Xxxxxx X. Xxxxxx		President, Chief Executive Officer and Director
Xxxx Xxxx		Executive Vice President - Chief Operating Officer and Director
Xxxxxx X. Xxxx		Senior Vice President - Chief Financial Officer and Director
Xxxx X. Xxxxxx		Senior Vice President - General Counsel and Secretary
Xxxx X. Xxxxx		Vice President - Chief Accounting Officer
Xxxxx Xxxxxxx		Director
Xxxxxx X. Xxxxxx		Director
Xxxx X. Xxxxxxxxxxx XX		Director

EXHIBIT B

Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLP

December 16, 2009

Exhibit X-0

Xxxxxxxx 00, 0000

Xxxxx Fargo Securities, LLC

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

Citigroup Global Markets Inc.

UBS Securities LLC

Barclays Capital Inc.

as Representatives of the several Underwriters named in

Schedule A to the Underwriting Agreement referred to below

c/o Wells Fargo Securities, LLC

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, XX 00000

Ladies and Gentlemen:

We have acted as special counsel for Quicksilver Gas Services LP, a Delaware limited partnership (the “Company”), in connection with the Underwriting Agreement dated December 11, 2009 (the “Underwriting Agreement”) with you and the other several Underwriters named in Schedule A thereto under which you and such other Underwriters have severally agreed to purchase from the Company an aggregate of 4,000,000 common units (the “Common Units”) representing its limited partnership interests (the “Limited Partner Interests”).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

We have also participated in the preparation of the Company’s registration statement on Form S-3 (File No. 333-161680) and Amendment No. 1 thereto (other than the documents incorporated by reference therein (the “Incorporated Documents”)) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the provisions of the Securities Act of 1933, as amended (the “Act”), relating to the registration of securities (the “Shelf Securities”) to be issued from time to time by the Company, the preliminary prospectus supplement dated December 10, 2009 relating to the Common Units and the prospectus supplement dated December 11, 2009 relating to the Common Units (the “Prospectus Supplement”), and have reviewed the Incorporated Documents. In addition, we have examined evidence that the registration statement as so amended was declared effective under the Act on December 3, 2009. The registration statement as amended at the date of the Underwriting Agreement, including the Incorporated Documents and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement,” and the related prospectus (including the Incorporated Documents) dated December 3, 2009 relating to the Shelf Securities is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the Preliminary Prospectus Supplement, together with the information set forth in Schedule E to the Underwriting Agreement for the Common Units are hereinafter called the “Disclosure Package.” The Basic Prospectus, as supplemented by the Prospectus Supplement, in the form first used to confirm sales of the Common Units (or in the form first made available by the Company to the Underwriters to meet requests of purchasers of the Common Units under Rule 173 under the Act), is hereinafter referred to as the “Prospectus.”

We have assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”), except for required XXXXX formatting changes, to physical copies of the documents submitted for our examination.

Based upon the foregoing, we are of the opinion that:

The Company is validly existing as a limited partnership in good standing under the laws of the State of Delaware, and the Company has the limited partnership power and authority to (i) issue the Common Units, (ii) enter into the Underwriting Agreement and to perform its obligations thereunder and (iii) own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Prospectus.

Quicksilver Gas Services GP LLC (the “General Partner”) is validly existing as a limited liability company in good standing under the laws of the State of Delaware, and the General Partner has the limited liability company power and authority to (i) enter into the Underwriting Agreement and to perform its obligations thereunder, (ii) own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Prospectus and (iii) act as the general partner of the Company.

Each of Quicksilver Gas Services Operating GP LLC (“Quicksilver Operating GP”) and Quicksilver Gas Services Operating LLC (“Quicksilver Operating”) is validly existing as a limited liability company in good standing under the laws of the State of Delaware.

The Underwriting Agreement has been duly authorized, executed and delivered by each of the Company and the General Partner.

The Purchase and Sale Agreement among Cowtown Pipeline L.P., the Company and Cowtown Pipeline Partners L.P. (the “Alliance Agreement”) has been duly authorized, executed and delivered by the Company.

The General Partner is the sole general partner of record of the Company with a 1.7% general partner percentage interest in the Company and such general partner percentage interest has been duly authorized and validly issued in accordance with the Second Amended and Restated Limited Partnership Agreement of the Company dated February 19, 2008 (the “Company LP Agreement”) or, for issuances to the General Partner prior to February 19, 2008, in accordance with the terms of such agreement prior to its amendment on such date; and such general partner percentage interest is free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”) in respect of which a financing statement naming the General Partner as a debtor is on file in the office of the Secretary of State of the State of Delaware as of December 15, 2009.

The Company is the owner of record of all of the issued and outstanding membership interests in Quicksilver Operating and such membership interests have been duly authorized and validly issued in accordance with the Limited Liability Company Agreement of Quicksilver Operating dated January 31, 2007 (the “Quicksilver Operating LLC Agreement”), and are fully paid (to the extent required under the Quicksilver Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303 and 18-607 of the Delaware Limited Liability Company Act); and such membership interests are free and clear of all Liens in respect of which a financing statement naming the Company as a debtor is on file in the office of the Secretary of State of the State of Delaware as of December 15, 2009, except for liens granted pursuant to that certain Credit Agreement dated as of August 10, 2007 by and among the Company, Bank of America, N.A., and the lenders party thereto, as amended, (the “Credit Agreement”)..

Quicksilver Operating is the owner of record of all of the issued and outstanding membership interests in Quicksilver Operating GP and such membership interests have been duly authorized and validly issued in accordance with the Limited Liability Company Agreement of Quicksilver Operating GP dated January 31, 2007 (as amended and restated, the “Quicksilver Operating GP LLC Agreement”) and are fully paid (to the extent required under the Quicksilver Operating GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303 and 18-607 of the Delaware Limited Liability Company Act); and such membership interests are free and clear of all Liens in respect of which a financing statement naming Quicksilver Operating as a debtor is on file in the office of the Secretary of State of the State of Delaware as of December 15, 2009, except for liens granted pursuant to the Credit Agreement..

The Company LP Agreement is a valid and binding agreement of the Company, the General Partner and each partner duly admitted as a partner thereof, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

10.

The First Amended and Restated Limited Liability Company Agreement of the General Partner dated July 24, 2007 (the “General Partner LLC Agreement”) is a valid and binding agreement of Quicksilver Gas Services Holdings LLC, as the sole member, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

11.

The Common Units and the Limited Partner Interests represented thereby have been duly authorized and, when issued and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be validly issued, fully paid (to the extent required under the Company LP Agreement) and non-assessable, except as such non-assessability may be affected by Section 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act and otherwise by matters described in the Prospectus under the captions "Risk Factors—Risks Inherent in an Investment in Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors—Risks Inherent in an Investment in Us—Unitholders may have liability to repay distributions that were wrongfully distributed to them" and under the caption "The Partnership Agreement—Limited Liability" incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009, and the issuance of such Common Units is not subject to any statutory preemptive rights or similar rights arising under the Company LP Agreement, the Certificate of Limited Partnership of the Company dated January 31, 2007 (the “Company Certificate”), the Delaware Revised Uniform Limited Partnership Act or any agreement that is specified in Annex A hereto.

12.

The Company is not, and after giving effect to the offering and sale of the Common Units and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

13.

The execution and delivery by the Company and the General Partner of, and the performance by the Company and the General Partner of their respective obligations under, the Underwriting Agreement will not contravene (i) any provision of the laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general limited partnerships and limited liability companies in relation to transactions of the type contemplated by the Underwriting Agreement, the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act provided that we express no opinion as to federal or state securities laws, (ii) the Company LP Agreement, the Company Certificate, the General Partner LLC Agreement and the Certificate of Formation of the General Partner dated January 31, 2007, the Quicksilver Operating LLC Agreement, the certificate of formation of Quicksilver Operating dated January 31, 2007, the Quicksilver Operating GP LLC Agreement and certificate of formation of Quicksilver Operating GP dated January 31, 2007 or (iii) any agreement that is specified in Annex A hereto.

14.

No consent, approval, authorization, or order of, or qualification with, any governmental body or agency under the laws of the State of New York or any federal law of the United States of America that in our experience is normally applicable to general limited partnerships and limited liability companies in relation to transactions of the type contemplated by the Underwriting Agreement, or the Delaware Revised Uniform Limited Partnership Act or the Delaware Limited Liability Company Act is required for the execution, delivery and performance by the Company or the General Partner of their obligations under the Underwriting Agreement, except such as may be required under federal or state securities or Blue Sky laws as to which we express no opinion.

We have considered the statements included in the Prospectus under the caption “Description of the Common Units” insofar as they summarize provisions of the Company LP Agreement and the Company Certificate. In our opinion, such statements fairly summarize these provisions in all material respects.

In rendering the opinion expressed in opinion (9) above, we express no opinion with respect to (i) any provision of a document reviewed by us to the extent that such provision purports to bind a person or entity that is not a party to such document, (ii) transfer restrictions in a document reviewed by us to the extent that a transfer occurs by operation of law, (iii) any provision of the Company LP Agreement pursuant to which the parties thereto agree to agree in the future on any matter, (iv) any provision of the Company LP Agreement to the effect that the failure to exercise or delay in exercising rights or remedies will not impair or operate as a waiver of such rights or remedies, or (v) any provision of the Company LP Agreement to the extent it purports to obligate a party to cause other persons or entities to act in a certain way insofar as such provision relates to the actions of such other persons or entities.

In rendering the opinion expressed in opinion (10) above, we express no opinion with respect to (i) any provision of a document reviewed by us to the extent that such provision purports to bind a person or entity that is not a party to such document, (ii) Section 8 of the General Partner LLC Agreement with respect to the rights of any judgment creditor of a Member under Section 18-703 of the Delaware Limited Liability Company Act, or with respect to Sections 18-607 or 18-804 of the Delaware Limited Liability Company Act, or (iii) the second sentence of Section 12 of the General Partner LLC Agreement. In rendering the opinion expressed in opinion (6) above, we note that (i) with respect to the second sentence of Section 3 of the General Partner LLC Agreement, the existence of the General Partner will continue until its certificate of formation is cancelled in accordance with the Delaware Limited Liability Company Act, and (ii) with respect to Section 11 of the General Partner LLC Agreement, a Member or a Director or officer of the General Partner may be liable for its tortious or wrongful conduct and for its obligations as set forth in the General Partner LLC Agreement.

In rendering the opinions in paragraphs (4), (5), (9) and (10) above, we have assumed that each party to the Underwriting Agreement, the Alliance Agreement, the Company LP Agreement and the General Partner LLC Agreement (the “Documents”) (other than as expressly covered above in respect of the Company and the General Partner) has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its organization. In addition, we have assumed that (i) the execution, delivery and performance by each party thereto (other than as expressly covered above in respect of the Company and the General Partner) of each Document to which it is a party, (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party, provided that we make no such assumption to the extent that we have specifically opined as to such matters with respect to the Company and the General Partner, and (ii) each Document (other than the Underwriting Agreement) is a valid, binding and enforceable agreement of each party thereto (other than as expressly covered above in respect of the Company and the General Partner).

We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, except that we express no opinion as to any law, rule or regulation that is applicable to the Company, the General Partner, the Documents, the Common Units or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

This opinion is rendered solely to you and the other several Underwriters in connection with the Underwriting Agreement. This opinion may not be relied upon by you for any other purpose or relied upon by any other person (including any person acquiring Common Units from the several Underwriters) or furnished to any other person without our prior written consent.

Very truly yours,

Annex A

1. Indenture dated as of August 28, 2009 between the Company and The Bank of New York Mellon Trust Company

2. Quicksilver Gas Services LP First Amended and Restated 2007 Equity Plan

EXHIBIT C

Form of Opinion of Fulbright & Xxxxxxxx L.L.P

December 16, 2009

Exhibit C-1

Fulbright & Xxxxxxxx L.L.P.

A Registered Limited Liability Partnership

Fulbright Tower

0000 XxXxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000-0000

xxx.xxxxxxxxx.xxx

telephone: (000) 000-0000

facsimile: (000) 000-0000

December 16, 2009

Xxxxx Fargo Securities, LLC

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

Citigroup Global Markets Inc.

UBS Securities LLC

Barclays Capital Inc.

As Representatives of the several Underwriters (defined below)

c/o

Wells Fargo Securities, LLC

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

We have acted as special counsel to Quicksilver Gas Services LP, a Delaware limited partnership (the “Partnership”), and Quicksilver Gas Services GP LLC, a Delaware limited liability company (the “General Partner”), in connection with the offer and sale to the Underwriters by the Partnership, of up to 4,887,500 common units representing limited partnership interests in the Partnership (including an over-allotment option of up to an aggregate of 637,500 common units) (the “Units”) pursuant to an Underwriting Agreement, dated December 11, 2009 (the “Underwriting Agreement”), among the Partnership, the General Partner and the several Underwriters named in Schedule I hereto (collectively, the “Underwriters”). Capitalized terms used but not defined herein have the same meanings herein as such terms have in the Underwriting Agreement. The opinions expressed herein are being furnished to you at the request of the Partnership and the General Partner pursuant to Section 7(b) of the Underwriting Agreement.

We have examined (the “Covered Documents”) (i) the Underwriting Agreement, (ii) the Registration Statement on Form S-3 (Registration No. 333-161680), filed by the Partnership under the Securities Act, which became effective on December 3, 2009 (the “Registration Statement”) and the base prospectus contained therein, (iii) the prospectus supplement filed with the Commission on December 11, 2009, relating to the offering of the Units, (iv) that certain Purchase and Sale Agreement dated as of December 10, 2009, by and among Cowtown Pipeline L.P., a Texas limited partnership (“Cowtown Pipeline”), as seller, and the Partnership and Cowtown Pipeline Partners L.P., a Texas limited partnership (“Cowtown Partners”), as purchasers (the “Alliance Agreement”). The Partnership, the General Partner, Cowtown Pipeline and Cowtown Partners are collectively referred to herein as the “Quicksilver Entities” and (v) that certain Credit Agreement dated August 10, 2007, among Quicksilver Gas Services LP, as borrower and the lenders, Bank of America (Administrative Agent), BNP Paribas (Syndication Agent) and JPMorgan Chase Bank, the Royal Bank of Scotland and Fortis Capital Corp. (Co-Documentation Agents) (the “Original Credit Agreement”), as amended by the First Amendment to Credit Agreement, dated as of October 10, 2008, among Quicksilver Gas Services LP, Bank of America (Administrative Agent), and the lenders party thereto (the Original Credit Agreement as so amended, the “Credit Agreement”).

Our engagement in connection with rendering the opinions expressed herein has been limited in scope to our review of, and counsel with the Quicksilver Entities (defined below) regarding our review of, the Covered Documents (defined below) for the limited purposes of rendering the opinions expressed herein. We have not participated as counsel to any Quicksilver Entity in regard to the formation of the unit-issuing entity or any other Quicksilver Entity or the offering, issuance and sale of the Units, including the development and preparation of the Registration Statement, the Preliminary Prospectus, the Prospectus or any related agreements or disclosure documents, or the consummation of the transactions contemplated by each of the foregoing, or the internal governance considerations related to any of the foregoing, and in regard to legal matters related thereto, we understand that you will be relying upon the statements and opinions of other counsel.

We also have examined originals or copies of such corporate or partnership records of the Quicksilver Entities, certificates and other communications of public officials, certificates of officers of the Quicksilver Entities and such other documents as we have deemed necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Quicksilver Entities, certificates and other communications of public officials, and on the factual representations of the Quicksilver Entities contained in the Underwriting Agreement and the Alliance Agreement and the certificates and other documents delivered on the date of the closing of the purchase of the Units pursuant thereto.

In making such examination and in so relying, we have assumed the authenticity and completeness of all records, certificates, instruments, agreements and other documents submitted to us as originals and the conformity to authentic original records, certificates, instruments, agreements and other documents of all copies submitted to us as copies. In addition, we have assumed the legal capacity of each natural person identified in, or indicated as having executed, any of those records, certificates, instruments, agreements and other documents and the genuineness of all signatures on such records, certificates, instruments, agreements and other documents.

In rendering the opinions expressed herein, we also have assumed the following:

(i) each of the documents we examined has been duly authorized, executed (if applicable) and delivered by each of the parties thereto and constitutes the legal, valid and binding obligation of each such party thereto, enforceable in accordance with its terms; and

(ii) no order, consent, approval, license, authorization, waiver or validation of, or filing, recording or registration with, or notice to, or exemption by, any court, governmental body or authority, or any subdivision thereof, is required to authorize or is required in connection with, the execution and delivery by any person, corporation, partnership or other entity identified in any Covered Document as a party thereto, or in connection with the performance of its obligations thereunder or the consummation of the transactions contemplated thereby, other than those that have been obtained or made and are in full force and effect and except to the extent expressly set forth in the paragraph numbered 1 with respect to the Quicksilver Entities.

Based upon the foregoing and in the reliance thereon, and subject to and qualified by the assumptions, qualifications, limitations and exceptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

None of (i) the execution, delivery and performance of the Underwriting Agreement by each of the General Partner and the Partnership, nor the performance of their respective obligations thereunder, (ii) the offer, issuance or sale of the Units pursuant to the Underwriting Agreement, or (iii) the execution and delivery by Cowtown Pipeline, Cowtown Partners and the Partnership of the Alliance Agreement, nor the performance of their respective obligations thereunder will (a) result in any breach of, or constitute a default under, or constitute any event which, with notice or lapse of time, or both, would result in any breach of, or constitute a default under, any existing obligation of a Quicksilver Entity, pursuant to the express provisions of the Credit Agreement, or (b) result in a violation of (1) the certificate of limited partnership or agreement of limited partnership of each of Cowtown Pipeline and Cowtown Partners or (2) any statutory law, regulation or rule (assuming compliance with, and without regard to, all applicable state and federal securities and blue sky laws, as to which we express no opinion) of the State of Texas which are applicable to any Quicksilver Entity.

The foregoing opinions expressed herein are further subject to, and qualified by, the following assumptions, exceptions, qualifications and limitations:

A. The opinions expressed herein are limited exclusively to the internal substantive laws of the State of Texas. In respect to such laws, in addition to other limitations set forth herein, such reference is limited to laws that are normally applicable to the transactions provided for in the Covered Documents and, in any event and without limitation, does not include statutes, laws, rules or regulations relating to (i) the operation of any asset or property, (ii) utility regulation or regulation of matters pertaining to the acquisition, exploration, production, storage, transmission, transportation and use of oil, gas or other energy sources used in connection therewith or generated thereby, (iii) antitrust or (iv) taxation, or the construction or interpretations of any of the foregoing, or authorizations, permits, consents and the like with respect thereto. Reference herein to the “internal substantive laws” of the State of Texas is to the laws of Texas, other than (x) Texas’ choice-of-law statutes and rules, (y) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and political subdivisions (whether created or enabled through legislative action at the federal, state, regional or local level) and (z) judicial decisions to the extent they deal with any of the foregoing.

B. We have not reviewed, and express no opinion herein as to, any annex, exhibit, schedule, agreement or other document referred to or incorporated by reference into the Covered Documents.

C. The opinion set forth in the paragraph numbered 1 with respect to the certificate of limited partnership and agreement of limited partnership of each of Cowtown Pipeline and Cowtown Partners is based solely on copies of such documents provided and certified by such entity.

The opinion of Fulbright & Xxxxxxxx L.L.P that is filed as Exhibit 8.1 on Form 8-K (filed with the Commission on December 16, 2009) is confirmed and the Underwriters may rely upon such opinion as if it were addressed to them.

The opinions expressed herein are furnished to you for your sole benefit in connection with the transactions contemplated by the Underwriting Agreement. The opinions expressed herein may not be relied upon by you for any other purpose and may not be furnished to, or relied upon for any purpose by, any other person without our prior written consent. The opinions expressed herein are as of, and are based on, facts and circumstances referred to herein which are known to us to exist and law in effect on the date hereof (and not as of any other date), and we make no undertaking to amend or supplement such opinion as facts and circumstances or changes in the law occur that could effect such opinions.

	Very truly yours,
	Fulbright & Xxxxxxxx L.L.P.

Schedule I

To Opinion of Fulbright & Xxxxxxxx L.L.P.

Dated December [__], 2009

List of Underwriters

Xxxxx Fargo Securities, LLC

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

Citigroup Global Markets Inc.

UBS Securities LLC

Barclays Capital Inc.

Xxxxxxx, Sachs & Co.

Capital One Southcoast, Inc.

Comerica Securities, Inc.

Compass Bank

Ladenburg Xxxxxxxx & Co. Inc.

EXHIBIT D

Form of Opinion of Xxxx X. Xxxxxx

December 16, 2009

Exhibit D-1

[Logo]

December 16, 2009

Xxxxx Fargo Securities, LLC

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated

Citigroup Global Markets Inc.

UBS Securities LLC

Barclays Capital Inc.

as Representatives of the several Underwriters named in

Schedule A to the Underwriting Agreement referred to below

c/o Wells Fargo Securities, LLC

000 Xxxx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, XX 00000

Re: 4,000,000 Common Units of Quicksilver Gas Services LP

Ladies and Gentlemen:

As general counsel for Quicksilver Gas Services LP, a Delaware limited partnership (the “Company”), I have acted as counsel to the Company in connection with the Underwriting Agreement dated December 11, 2009 (the “Underwriting Agreement”) with you and the other several Underwriters named in Schedule A thereto under which you and such other Underwriters have severally agreed to purchase from the Company an aggregate of 4,000,000 common units (the “Common Units”) representing its limited partnership interests.

This letter is furnished to the Underwriters pursuant to Section 7(c) of the Underwriting Agreement. Except as otherwise defined herein, terms used in this letter but not otherwise defined herein are used as defined in the Underwriting Agreement.

In rendering the opinions expressed herein, I have examined such documents, records and matters of law as I have deemed necessary for purposes of such opinions. Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that:

Cowtown Pipeline Management, Inc. is validly existing as a corporation and in good standing under the laws of the State of Texas, and each of Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P. (i) is validly existing as a limited partnership, (ii) is in good standing under the laws of the State of Texas and (iii) has the limited partnership power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Prospectus.

2.	The Company is qualified to do business and is in good standing, or the applicable equivalent thereof, as a limited partnership in each jurisdiction listed on Exhibit A attached hereto.

Each of Quicksilver Gas Services GP LLC, Quicksilver Gas Services Operating GP LLC and Quicksilver Gas Services Operating LLC is qualified to do business and is in good standing, or the applicable equivalent thereof, as a limited liability company in each jurisdiction listed on Exhibit A attached hereto.

Quicksilver OPGP is the sole general partner of Processing Partners with a 1.0% general partner interest in Processing Partners, and such general partner interest has been duly authorized and validly issued in accordance with the Processing Partners LP Agreement; and Quicksilver OPGP owns such general partner interest free and clear of all liens, encumbrances, security interests, charges or claims (“Liens”) in respect of which a financing statement naming Quicksilver OPGP as a debtor is on file in the office of the Secretary of State of the States of Delaware or Texas.

Quicksilver Operating is the sole limited partner of Processing Partners with a 99.0% limited partner interest in Processing Partners; such limited partner interest has been duly authorized and validly issued in accordance with the Processing Partners LP Agreement and is fully paid (to the extent required by the Processing Partners LP Agreement) and is nonassessable (except as such nonassessability may be affected by Section 6.07 of the Texas Act). Quicksilver Operating owns such limited partner interest free and clear of all Liens in respect of which a financing statement naming Quicksilver Operating as a debtor is on file in the office of the Secretary of State of the States of Delaware or Texas.

Quicksilver OPGP is the sole general partner of Pipeline Partners with a 1.0% general partner interest in Pipeline Partners; such general partner interest has been duly authorized and validly issued in accordance with the Pipeline Partners LP Agreement; and Quicksilver OPGP owns such general partner interest free and clear of all Liens in respect of which a financing statement naming Quicksilver OPGP as a debtor is on file in the office of the Secretary of State of the States of Delaware or Texas.

Quicksilver Operating is the sole limited partner of Pipeline Partners with a 99.0% limited partner interest in Pipeline Partners; such limited partner interest has been duly authorized and validly issued in accordance with the Pipeline Partners LP Agreement and is fully paid (to the extent required by the Pipeline Partners LP Agreement) and is nonassessable (except as such nonassessability may be affected by Section 6.07 of the Texas Act); and Quicksilver Operating owns such limited partner interest free and clear of all Liens in respect of which a financing statement naming Quicksilver Operating as a debtor is on file in the office of the Secretary of State of the States of Delaware or Texas.

The Company has an authorized capitalization as set forth in the Preliminary Prospectus and the Prospectus under the heading "Capitalization," such capitalization being as of the respective dates of the Preliminary Prospectus and the Prospectus. As of the date of the Underwriting Agreement and immediately prior to the time of purchase, the issued and outstanding limited partner interests of the Company consist of 12,313,451 Common Units, 11,513,625 Subordinated Units and the Incentive Distribution Rights. All of the outstanding Common Units, Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable, except as such non-assessability may be affected by Section 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act and otherwise by matters described in the Prospectus under the captions "Risk Factors—Risks Inherent in an Investment in Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business" and "Risk Factors—Risks Inherent in an Investment in Us—Unitholders may have liability to repay distributions that were wrongfully distributed to them" and under the caption "The Partnership Agreement—Limited Liability" incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009.

The execution and delivery by the Company and the General Partner of, and the performance by the Company and the General Partner of their respective obligations under, the Underwriting Agreement will not violate any order or decree of any court, arbitrator or governmental agency known to me to be binding upon any of the Partnership Entities or their properties, will not violate or result in a default under any of the express terms and provisions of a material agreement to which any of the Partnership Entities is a party and, to my knowledge, will not result in the creation or imposition of any lien, charge, claim or encumbrance upon the property or assets of any of the Partnership Entities (this opinion being limited (A) to those material agreements filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, other than those agreements listed on Exhibit B hereto, and (B) in that I express no opinion with respect to any violation or default not readily ascertainable from the face of any such document, order, decree or agreement).

10.

To my knowledge, except as disclosed in the Preliminary Prospectus and the Prospectus, there are no legal, governmental or regulatory proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; and, to my knowledge, no such proceedings are contemplated by governmental or regulatory authorities or threatened by others.

11.	To my knowledge, no person has the right, contractual or otherwise, to cause the Partnership to register under the Securities Act any equity interests in the Partnership, or to include any such equity interests in the Registration Statement.

12.

The statements contained in the Prospectus that are incorporated by reference from Item 3 of Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as amended, insofar as such statements purport to summarize legal matters referred to therein, present fair summaries thereof as of the respective dates thereof and, in the case of the Prospectus as of the date hereof.

13.

To my knowledge, (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required to be described in the Registration Statement that are not described as so required and (ii) there are no documents that are required to be filed as exhibits to the Registration Statement that are not so filed.

14.	To my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened by the Securities and Exchange Commission.

In connection with this opinion letter, I have assumed the genuineness of all signatures, other than those of the Company, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals to such copies.

As to any facts material to the opinions expressed herein that I did not independently establish or verify, I have relied upon and assume the accuracy of representations and warranties of all parties contained in the Underwriting Agreement and certificates and oral and written statements and other information of or from representatives of the Company. Each reference in this opinion to "my knowledge" means my conscious awareness of facts. All assumptions and statements of reliance herein have been made without any independent investigation or verification on my part except to the extent, if any, otherwise expressly stated, and I express no opinion with respect to the subject matter or accuracy of the assumptions or items upon which I have relied.

In rendering the opinion in paragraph 1 above, I have relied solely upon certificates of public officials as to the factual matters and legal conclusions set forth therein. I have not examined any public records in any county or state except as specified above with respect to my opinion in paragraph 1.

The opinions set forth above are subject to the following qualifications and limitations:

(A) With respect to the opinions in paragraph 5 above, I express no opinion with respect to any violation, breach or default (i) arising under or based upon any cross-default provision insofar as it relates to a default under any agreement not filed as an exhibit to the Company’s Annual Report on Form l0-K for the fiscal year ended December 31, 2008, as amended, or listed on Exhibit B hereto or (ii) arising under or based upon any provision of any covenant of a financial or numerical nature requiring computation.

(B) The opinions expressed herein are limited solely to (i) the laws of the State of Texas (exclusive of conflict of law statutes, rules and principles of the State of Texas), which is a state in which I am licensed to practice, and (ii) the federal securities laws of the United States of America, in each case as currently in effect. I assume no responsibility as to the applicability or effect of the laws of any other jurisdiction.

(D) All of the opinions expressed herein are rendered as of the date hereof. I assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to my attention or any changes in the law which may hereafter occur.

I am furnishing this opinion to you solely for the benefit of the Underwriters with respect to the purchase of the Common Units from the Company by the Underwriters, upon the understanding that I am not hereby assuming any professional responsibility to any other person whomsoever, and that this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my express written consent.

	Very truly yours,



	Xxxx X. Xxxxxx, General Counsel

EXHIBIT A

Jurisdictions of Foreign Qualification

Quicksilver Gas Services GP LLC	Delaware	Texas
Quicksilver Gas Services LP	Delaware	Texas
Quicksilver Gas Services Operating GP LLC	Delaware	Texas
Quicksilver Gas Services Operating LLC	Delaware	Texas

EXHIBIT B

Agreements

1. Indenture dated as of August 28, 2009 between the Company and The Bank of New York Xxxxx Trust Company

2. Quicksilver Gas Services LP First Amended and Restated 2007 Equity Plan

3. Credit Agreement dated August 10, 2007, as amended, among Quicksilver Gas Services LP, as borrower and the lenders, Bank of America (Administrative Agent), BNP Paribas (Syndication Agent) and JPMorgan Chase Bank, the Royal Bank of Scotland and Fortis Capital Corp. (Co-Documentation Agents)

EXHIBIT E

Form of Officers’ Certificate

December 16, 2009

Exhibit E-1

QUICKSILVER GAS SERVICES GP LLC

Officers’ Certificate

December 16, 2009

Pursuant to Section 7(j) of the Underwriting Agreement dated December 11, 2009 (the “Underwriting Agreement”), by and among Quicksilver Gas Services LP (the “Partnership”), and Quicksilver Gas Services GP LLC (the “General Partner”), on the one hand, and Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., UBS Securities LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), on the other hand, relating to the issuance and sale by the Partnership to the Underwriters of 4,000,000 common units representing limited partner interests in the Partnership, the undersigned duly elected and acting President and Chief Executive Officer of the General Partner and the Senior Vice President - Chief Financial Officer of the General Partner, each acting on behalf of the Partnership, hereby certify as follows (terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement):

1. The representations, warranties and agreements of the Quicksilver Parties in Section 3 of the Underwriting Agreement are true and correct on and as of such time of purchase; and that each of the Quicksilver Parties has complied with all of its respective agreements contained therein and satisfied all of the respective conditions on its part to be performed or satisfied thereunder at or prior to the date hereof;

2. The Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus has been filed with the Commission within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened; and the Commission has not notified the Partnership of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto;

3. Since the date of the most recent financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, there has been no Material Adverse Effect, except as set forth in or contemplated by the Disclosure Package and the Prospectus.

4. The undersigned have carefully examined the Registration Statement, the Prospectus and the Disclosure Package, and nothing has come to their attention that would lead them to believe that, (A) (i) the Registration Statement, as of the Effective Date, (ii) the Prospectus, as of its date and on the applicable time of purchase, or (iii) the Disclosure Package, as of the Applicable Time, did or do contain any untrue statement of a material fact and did or do omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading or (B) since the Effective Date, an event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus, any Preliminary Prospectus or any Issuer Free Writing Prospectus that has not been so set forth; and

5. Each of Xxxxx Xxxx & Xxxxxxxx LLP, Xxxxxxxxx & Xxxxxxxx L.L.P. and Xxxxx Xxxxx L.L.P. is entitled to rely on this certificate in connection with the opinion that such firm is rendering pursuant to Section 7 of the Underwriting Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the date first written above.


	Xxxxxx X. Xxxxxx
	President and Chief Executive Officer





	Xxxxxx Xxxx
	Senior Vice President - Chief Financial Officer

Officer's Certificate

Signature Page

Document Metadata

Table of Contents

Contract

Document Metadata