Omnibus Amendment No.2



 Exhibit 10.4 

EXECUTION VERSION 
 OMNIBUS AMENDMENT NO. 2 
 TO COMBINED CREDIT AGREEMENTS 

THIS OMNIBUS AMENDMENT NO. 2 TO COMBINED CREDIT AGREEMENTS (this “Amendment”), dated as of August 6,
2012, is among QUICKSILVER RESOURCES INC., (the “U.S. Borrower”), QUICKSILVER RESOURCES CANADA, INC., (the “Canadian Borrower”) (collectively, the “Combined
Borrowers”), JPMORGAN CHASE BANK, N.A., as global administrative agent (in such capacity, the “Global Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian administrative
agent (in such capacity, the “Canadian Administrative Agent”), and each of the U.S. Lenders and Canadian Lenders party hereto. 
 R E C I T A L S 
 A. The U.S. Borrower, the Global Administrative
Agent, and the various financial institutions party thereto as Agents or Lenders (the “U.S. Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus
Amendment No. 1 dated as of May 23, 2012, and as amended, supplemented or modified, the “U.S. Credit Agreement”). 
 B. Quicksilver Resources Inc., as parent, the Canadian Borrower, the Canadian Administrative Agent, the Global Administrative Agent, and the various financial institutions party thereto as agents or
lenders (the “Canadian Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus Amendment No. 1 dated as of May 23, 2012, and as amended,
supplemented or modified, the “Canadian Credit Agreement”) (the U.S. Credit Agreement and the Canadian Credit Agreement being collectively referred to as the “Combined Credit Agreements”). 

B. The Combined Borrowers have requested that the Required Lenders agree, and the Required Lenders have agreed, to amend certain
provisions of the Combined Credit Agreements. 
 C. NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Defined Terms. Each capitalized term
used herein but not otherwise defined herein has the meaning given to such term in the U.S. Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to applicable section of the
Combined Credit Agreements. 
 Section 2. Amendments to Combined Credit Agreements. 

2.1 Amendments to Section 1.02. 
 2.1.1 The definition of “Applicable Margin” in the U.S. Credit Agreement is hereby amended to read: 







 ““Applicable Margin” means, for any day from and after the Second
Amendment Effective Date, with respect to the commitment fees payable hereunder, or with respect to any Eurodollar Loan or ABR Loan, as the case may be, the rate per annum set forth in the appropriate column below under the caption “Commitment
Fee Rate”, “Eurodollar Spread,” or “ABR Spread,” as the case may be, for the Global Borrowing Base Utilization Percentage then in effect: 
  

													
	 Global Borrowing Base Utilization

Percentage
	  	Commitment
Fee Rate	 	 	Eurodollar
Spread	 	 	ABR
Spread	 
	 Greater than 90%
	  	 	0.500	% 	 	 	3.00	% 	 	 	2.00	% 
				
	 Greater than 75% but less than or equal to 90%
	  	 	0.500	% 	 	 	2.75	% 	 	 	1.75	% 
				
	 Greater than 50% and less than or equal to 75%
	  	 	0.500	% 	 	 	2.50	% 	 	 	1.50	% 
				
	 Greater than 25% and less than or equal to 50%
	  	 	0.500	% 	 	 	2.25	% 	 	 	1.25	% 
				
	 Less than or equal to 25%
	  	 	0.500	% 	 	 	2.00	% 	 	 	1.00	% 

 Each change in the Applicable Margin shall apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the effective date of the next such change.” 
 2.1.2 The
definition of “Applicable Margin” in the Canadian Credit Agreement is hereby amended to read: 

““Applicable Margin” means, for any day from and after the Second Amendment Effective Date, with
respect to the commitment fees payable hereunder, or with respect to any Canadian Prime Loan, CDOR Loan, U.S. Prime Loan or Eurodollar Loan, as the case may be, the rate per annum set forth in the appropriate column below under the caption
“Commitment Fee Rate”, “Canadian Prime Spread,” “CDOR Spread,” “U.S. Prime Spread”, or “Eurodollar Spread”, as the case may be, for the Global Borrowing Base Utilization Percentage then in effect:

  

																					
	 Global Borrowing Base Utilization

Percentage
	  	Commitment
Fee Rate	 	 	Canadian
Prime
Spread	 	 	CDOR
Spread	 	 	U.S.
Prime
Spread	 	 	Eurodollar
Spread	 
	 Greater than 90%
	  	 	0.500	% 	 	 	2.00	% 	 	 	3.00	% 	 	 	2.00	% 	 	 	3.00	% 
	 Greater than 75% but less than or equal to 90%
	  	 	0.500	% 	 	 	1.75	% 	 	 	2.75	% 	 	 	1.75	% 	 	 	2.75	% 
	 Greater than 50% and less than or equal to 75%
	  	 	0.500	% 	 	 	1.50	% 	 	 	2.50	% 	 	 	1.50	% 	 	 	2.50	% 
	 Greater than 25% and less than or equal to 50%
	  	 	0.500	% 	 	 	1.25	% 	 	 	2.25	% 	 	 	1.25	% 	 	 	2.25	% 
	 Less than or equal to 25%
	  	 	0.500	% 	 	 	1.00	% 	 	 	2.00	% 	 	 	1.00	% 	 	 	2.00	% 


  
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 Each change in the Applicable Margin shall apply during the period
commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.”. 
 2.1.3 The definition of “Consolidated Net Income” in the U.S. Credit Agreement is hereby amended as follows: (i) the word “and” at the end of clause (f) is deleted,
(ii) the period at the end of clause (g) is replaced with a semi-colon, and (iii) the following new clauses are inserted which read: 
 “(h) any fees and expenses incurred in connection with (i) the proposed Barnett Shale Transaction in an aggregate amount not to exceed $9,000,000 and (ii) the Second Omnibus Amendment;

 (i) audit fees and expenses incurred prior to the Second Amendment Effective Date in an aggregate amount not
to exceed $2,800,000; 
 (j) legal fees and expenses incurred prior to the Second Amendment Effective Date in an
aggregate amount not to exceed $1,200,000; 
 (k) severance costs and expenses in an aggregate amount not to
exceed $2,500,000; and 
 (l) any gains realized from the repurchase by the Borrower or any Restricted Subsidiary
of any of their Debt at a discount.”. 
 2.1.4 The definition of “Consolidated Net Income” in the Canadian Credit
Agreement is hereby amended as follows: (i) the word “and” at the end of clause (f) is deleted, (ii) the period at the end of clause (g) is replaced with a semi-colon, and (iii) the following new clauses are
inserted which read: 
 “(h) any fees and expenses incurred in connection with (i) the proposed Barnett
Shale Transaction in an aggregate amount not to exceed $9,000,000 and (ii) the Second Omnibus Amendment; 

(i) audit fees and expenses incurred prior to the Second Amendment Effective Date in an aggregate amount not to exceed
$2,800,000; 
 (j) legal fees and expenses incurred prior to the Second Amendment Effective Date in an aggregate
amount not to exceed $1,200,000; 
 (k) severance costs and expenses in an aggregate amount not to exceed
$2,500,000; and 
 (l) any gains realized from the repurchase by the Parent or any Restricted Subsidiary of any
of their Debt at a discount.”. 

  
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 2.1.5 The definition of “MLP Barnett Shale Assets” in the U.S. Credit Agreement is
hereby amended to read: 
 “MLP Barnett Shale Assets” means those assets, which have been disclosed by the
Borrower to the Global Administrative Agent prior to the Effective Date (or such other associated assets not material and adverse to the Combined Lenders, taken as a whole), owned by the Borrower located in the Barnett Shale in the Fort Worth Basin
of North Texas consisting of, but not limited to, producing wells, undeveloped locations (including proved and unproved reserves) and related well equipment leases and surface rights. 

2.1.6 The definition of “MLP Barnett Shale Assets” in the Canadian Credit Agreement is hereby amended to read: 

“MLP Barnett Shale Assets” means those assets, which have been disclosed by the Parent to the Global Administrative Agent
prior to the Effective Date (or such other associated assets not material and adverse to the Combined Lenders, taken as a whole), owned by the Borrower located in the Barnett Shale in the Fort Worth Basin of North Texas consisting of, but not
limited to, producing wells, undeveloped locations (including proved and unproved reserves) and related well equipment leases and surface rights. 
 2.1.7 The definitions of “Combined LC Exposure”, “Second Amendment Effective Date”, “Post 8/6/12 Incremental Combined LC Exposure”, “Second Omnibus Amendment”,
“Senior Secured Debt”, “Total Debt” and “Total Debt Leverage Condition” are added where alphabetically appropriate to the U.S. Credit Agreement, which definitions read: 

“Combined LC Exposure” means, collectively, the LC Exposure and the Canadian LC Exposure. 

“Post 8/6/12 Incremental Combined LC Exposure” means, as of any day, the amount (if any) by which
(i) the Combined LC Exposure as of such day exceeds (ii) the Combined LC Exposure as of the Second Amendment Effective Date. 
 “Second Amendment Effective Date” means August 6, 2012. 
 “Second Omnibus Amendment” means that certain Omnibus Amendment No. 2 To Combined Credit Agreements, dated as of the Second Amendment Effective Date, among the Borrower, QRCI, the
Global Administrative Agent, the Canadian Administrative Agent, and each of the Lenders and Canadian Lenders party thereto. 
 “Senior Secured Debt” means, as of any date of determination, all Debt of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, which
is secured by a Lien on any of their Properties, as of such date, including the Secured Indebtedness and the Canadian Secured Indebtedness, but for the avoidance of doubt, excluding any of the Existing Debt. 

  
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 “Total Debt” means, as of any date of determination, all
Debt of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of such date. 
 “Total Debt Leverage Condition” means, as of any date of determination occurring after June 30, 2013, a condition that shall be satisfied if the ratio of (i) Total Debt as of
such day to (ii) EBITDAX for the most recent period of four fiscal quarters then ended is less than or equal to 4.0 to 1.0. 
 2.1.8 The definitions of “Combined LC Exposure”, “Post 8/6/12 Incremental Combined LC Exposure”, “Second Amendment Effective Date”, “Second Omnibus Amendment”,
“Senior Secured Debt”, “Total Debt” and “Total Debt Leverage Condition” are added where alphabetically appropriate to the Canadian Credit Agreement, which definitions read: 

“Combined LC Exposure” means, collectively, the LC Exposure and the U.S. LC Exposure. 

“Post 8/6/12 Incremental Combined LC Exposure” means, as of any day, the amount (if any) by which
(i) the Combined LC Exposure as of such day exceeds (ii) the Combined LC Exposure as of the Second Amendment Effective Date. 
 “Second Amendment Effective Date” means August 6, 2012. 
 “Second Omnibus Amendment” means that certain Omnibus Amendment No. 2 To Combined Credit Agreements, dated as of the Second Amendment Effective Date, among the Parent, Borrower, the
Global Administrative Agent, the Administrative Agent, and each of the U.S. Lenders and Lenders party thereto. 

“Senior Secured Debt” means, as of any date of determination, all Debt of the Parent and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, which is secured by a Lien on any of their Properties, including the Secured Indebtedness and the U.S. Secured Indebtedness, but for the avoidance of doubt, excluding any of
the Existing Debt. 
 “Total Debt” means, as of any date of determination, all Debt of the
Parent and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of such date. 
 “Total Debt Leverage Condition” means, as of any date of determination occurring after June 30, 2013, a condition that shall be satisfied if the ratio of (i) Total Debt as of
such day to (ii) EBITDAX for the most recent period of four fiscal quarters then ended is less than or equal to 4.0 to 1.0. 

  
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 2.2 Amendments to Section 9.01(a)—Interest Coverage Ratio. 

2.2.1 Section 9.01(a) of the U.S. Credit Agreement is hereby amended to read: 

“(a) Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter set forth below,
permit its ratio of (i) EBITDAX for the period of four fiscal quarters then ending to (ii) Cash Interest Expense for such period, to be less than the ratio set forth opposite such date: 

 

			
	 Fiscal Quarter Ending
	  	Minimum Interest Coverage Ratio
	September 30, 2012—March 31, 2014	  	1.5 to 1.0
	June 30, 2014	  	2.0 to 1.0
	September 30, 2014 and thereafter	  	2.5 to 1.0.”

 2.2.2 Section 9.01(a) of the Canadian Credit Agreement is hereby amended to read: 

“(a) Interest Coverage Ratio. The Parent will not, as of the last day of any fiscal quarter set forth below,
permit its ratio of (i) EBITDAX for the period of four fiscal quarters then ending to (ii) Cash Interest Expense for such period, to be less than the ratio set forth opposite such date: 

 

			
	 Fiscal Quarter Ending
	  	Minimum Interest Coverage Ratio
	September 30, 2012—March 31, 2014	  	1.5 to 1.0
	June 30, 2014	  	2.0 to 1.0
	September 30, 2014 and thereafter	  	2.5 to 1.0.”

 2.3 Addition of Section 9.01(c)-Senior Secured Leverage Ratio. 

2.3.1 Section 9.01 of the U.S. Credit Agreement is hereby amended to add the following Section 9.01(c), which reads:

 “(c) Senior Secured Debt Ratio. The Borrower will not, as of the last day of any fiscal quarter,
commencing with the fiscal quarter ending September 30, 2012, permit its ratio of (i) Senior Secured Debt as of such day to (ii) EBITDAX for the period of four fiscal quarters then ending to be greater than 2.5 to 1.0.”.

 2.3.2 Section 9.01 of the Canadian Credit Agreement is hereby amended to add the following Section 9.01(c), which
reads: 
 “(c) Senior Secured Debt Ratio. The Parent will not, as of the last day of any fiscal
quarter, commencing with the fiscal quarter ending September 30, 2012, permit its ratio of (i) Senior Secured Debt as of such day to (ii) EBITDAX for the period of four fiscal quarters then ending to be greater than 2.5 to 1.0.”.


  
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 2.4 Amendments to Section 9.02. 

2.4.1 Section 9.02(e) of the U.S. Credit Agreement is hereby amended to read: 

“(e) Debt of a Person which becomes a Restricted Subsidiary after the date hereof, provided that (i) such
Debt existed at the time such Person became a Restricted Subsidiary and was not created in anticipation thereof, (ii) immediately after giving effect to the acquisition of such Person by the Borrower or a Restricted Subsidiary, no Default or
Event of Default shall have occurred and be continuing and (iii) that all Debt incurred under this clause (e), together with all Debt incurred pursuant to clause (j) below, does not exceed (x) if the Total Debt Leverage Condition is
not satisfied at the time of the incurrence thereof (after giving effect to such incurrence and any concurrent repayment of Debt), $25,000,000 and (y) otherwise, $45,000,000, in each case, in the aggregate at any one time outstanding;”.

 2.4.2 Section 9.02(e) of the Canadian Credit Agreement is hereby amended to read: 

“(e) Debt of a Person which becomes a Restricted Subsidiary after the date hereof, provided that (i) such
Debt existed at the time such Person became a Restricted Subsidiary and was not created in anticipation thereof, (ii) immediately after giving effect to the acquisition of such Person by the Parent or a Restricted Subsidiary, no Default or
Event of Default shall have occurred and be continuing and (iii) that all Debt incurred under this clause (e), together with all Debt incurred pursuant to clause (j) below, does not exceed (x) if the Total Debt Leverage Condition is
not satisfied at the time of the incurrence thereof (after giving effect to such incurrence and any concurrent repayment of Debt), $25,000,000 and (y) otherwise, $45,000,000, in each case, in the aggregate at any one time outstanding;”.

 2.4.3 Section 9.02(j) of the U.S. Credit Agreement is hereby amended to read: 

“(j) Debt incurred to finance the acquisition, construction or improvement of fixed or capital assets (including,
without limitation, obligations in connection with Capital Leases) secured by Liens permitted by Section 9.03(i); provided that all Debt incurred under this clause (j), together with all Debt incurred pursuant to clause (e) above,
does not exceed (x) if the Total Debt Leverage Condition is not satisfied at the time of the incurrence thereof (after giving effect to such incurrence and any concurrent repayment of Debt), $25,000,000 and (y) otherwise, $45,000,000, in
each case, in the aggregate at any one time outstanding;”. 
 2.4.4 Section 9.02(j) of the Canadian Credit Agreement
is hereby amended to read: 
 “(j) Debt incurred to finance the acquisition, construction or improvement of
fixed or capital assets (including, without limitation, obligations in connection with Capital Leases) secured by Liens permitted by Section 9.03(i); provided that all Debt incurred under this clause (j), together with all Debt


  
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incurred pursuant to clause (e) above, does not exceed (x) if the Total Debt Leverage Condition is not satisfied at the time of the incurrence thereof (after giving effect to such
incurrence and any concurrent repayment of Debt), $25,000,000 and (y) otherwise, $45,000,000, in each case, in the aggregate at any one time outstanding;”. 
 2.4.5 Section 9.02(k) of the U.S. Credit Agreement is hereby amended to read: 
 “(k) other Debt not to exceed (x) if the Total Debt Leverage Condition is not satisfied at the time of the incurrence thereof (after giving effect to such incurrence and any concurrent repayment
of Debt), $25,000,000 and (y) otherwise, $65,000,000, in each case, in the aggregate at any one time outstanding;”. 

2.4.6 Section 9.02(k) of the Canadian Credit Agreement is hereby amended to read 

“(k) other Debt not to exceed (x) if the Total Debt Leverage Condition is not satisfied at the time of the
incurrence thereof (after giving effect to such incurrence and any concurrent repayment of Debt), $25,000,000 and (y) otherwise, $65,000,000, in each case, in the aggregate at any one time outstanding;”. 

2.4.7 Section 9.02(n) of the U.S. Credit Agreement is hereby amended to add the words “if the Total Debt Leverage Condition is
satisfied at the time of the incurrence thereof (after giving effect to such incurrence and any concurrent repayment of Debt),” to the beginning of Section 9.02(n). 
 2.4.8 Section 9.02(n) of the Canadian Credit Agreement is hereby amended to add the words “if the Total Debt Leverage Condition is satisfied at the time of the incurrence thereof (after giving
effect to such incurrence and any concurrent repayment of Debt),” to the beginning of Section 9.02(n). 
 2.5
Amendments to Section 9.04(d)—Dividends and Distributions. 
 2.5.1 Section 9.04(d) of the U.S. Credit
Agreement is hereby amended to read: 
 “(d) to the extent not permitted by clauses (a) to
(c) above, the Borrower may make Restricted Payments up to an aggregate amount of $15,000,000; provided that, if the Total Debt Leverage Condition is satisfied at the time when the Restricted Payment is made, the Borrower may make
(i) Restricted Payments up to an aggregate amount of $20,000,000 and (ii) additional Restricted Payments up to an aggregate amount of $55,000,000 (not including Restricted Payments made under the foregoing clause (i)) or dividends,
distributions or transfers of Equity Interests or other assets or Debt of an Unrestricted Subsidiary if, in the case of Restricted Payments or such dividends, distributions or transfers in respect of an Unrestricted Subsidiary, in each case, made
under this clause (ii), (A) no Default has occurred and is continuing at the time such Restricted Payment or such dividend, transfer or distribution is made or 

  
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would result from the making of such Restricted Payment or such dividend, transfer or distribution, (B) the Minimum Liquidity after giving effect to such Restricted Payment or such dividend,
transfer or distribution is not less than the greater of (x) 25% of the Global Borrowing Base then in effect and (y) $250,000,000, and (C) after giving effect to such Restricted Payment or such dividend, transfer or distribution, the
Borrower is in pro forma compliance with Section 9.01;”. 
 2.5.2 Section 9.04(d) of the Canadian Credit
Agreement is hereby amended to read: 
 “(d) to the extent not permitted by clauses (a) to
(c) above, the Parent may make Restricted Payments up to an aggregate amount of $15,000,000; provided that, if the Total Debt Leverage Condition is satisfied at the time when the Restricted Payment is made, the Parent may make
(i) Restricted Payments up to an aggregate amount of US$20,000,000 and (ii) additional Restricted Payments up to an aggregate amount of US$55,000,000 (not including Restricted Payments made under the foregoing clause (i)) or dividends,
distributions or transfers of Equity Interests or other assets or Debt of an Unrestricted Subsidiary if, in the case of Restricted Payments or such dividends, distributions or transfers in respect of an Unrestricted Subsidiary, in each case, made
under this clause (ii), (A) no Default has occurred and is continuing at the time such Restricted Payment or such dividend, transfer or distribution is made or would result from the making of such Restricted Payment or such dividend, transfer
or distribution, (B) the Minimum Liquidity after giving effect to such Restricted Payment or such dividend, transfer or distribution is not less than the greater of (x) 25% of the Global Borrowing Base then in effect and
(y) US$250,000,000, and (C) after giving effect to such Restricted Payment or such dividend, transfer or distribution, the Borrower is in pro forma compliance with Section 9.01;”. 

2.6 Amendment to Section 9.05(a)-Limitations on Repayment of Debt. 

2.6.1 Section 9.05(a) of the U.S. Credit Agreement is hereby amended to read: 

“(a) call, make or offer to make any optional or voluntary Redemption (whether in whole or in part) of any Existing
Debt or Permitted Additional Debt, provided, however, that the Borrower and its Restricted Subsidiaries may: 
 (I) so long as the Total Debt Leverage Condition is not satisfied, Redeem Existing Debt or Permitted Additional Debt if (w) no Default has occurred and is continuing at the time such Redemption is
made or would result from the making of such Redemption, (x) the Global Borrowing Base Utilization Percentage, after giving effect to the making of such Redemption, is less than 25% (it being understood that for purposes of this clause
(x) any amount of Combined LC Exposure that has been cash collateralized in a manner satisfactory to each Issuing Bank and the Administrative Agent shall be deemed not to constitute Combined Credit Exposure for purposes of determining the
Global Borrowing Base Utilization Percentage), (y) the Combined Loans are concurrently prepaid and, 

  
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after prepaying all of the Combined Loans, any Post 8/6/12 Incremental Combined LC Exposure at such time is cash collateralized in a manner satisfactory to each Issuing Bank and the
Administrative Agent, in an aggregate amount equal to the amount of such Redemption (or, if less, an amount equal to the sum of (1) the outstanding principal amount of all Combined Loans and (2) any Post 8/6/12 Combined LC Exposure at such
time) and (z) after giving effect to such Redemption, the Borrower is in pro forma compliance with Section 9.01, and 
 (II) so long as the Total Debt Leverage Condition is satisfied, (i) Redeem Existing Debt (other than the Existing Subordinated Notes and Existing Convertible Debentures) or Permitted Additional Debt
up to an aggregate amount of $20,000,000, (ii) Redeem the Existing Subordinated Notes and Existing Convertible Debentures if, in the case of Redemptions made under this clause (ii), (A) no Default or Global Borrowing Base Deficiency has
occurred and is continuing at the time such Redemption is made or would result from the making of such Redemption, and (B) the Minimum Liquidity after giving effect to such Redemption is not less than the greater of (1) 15% of the Global
Borrowing Base then in effect and (2) $150,000,000, and (iii) Redeem additional Existing Debt or Permitted Additional Debt if, in the case of Redemptions made under this clause (iii), (x) no Default has occurred and is continuing at
the time such Redemption is made or would result from the making of such Redemption, (y) the Minimum Liquidity after giving effect to such Redemption is not less than the greater of (1) 25% of the Global Borrowing Base then in effect and
(2) $250,000,000 and (z) after giving effect to such Redemption, the Borrower is in pro forma compliance with Section 9.01; and 
 (III) at any time, 
 (i) Redeem Existing Debt or Permitted
Additional Debt using the net cash proceeds of sales of Equity Interests of the Borrower if no Default has occurred and is continuing at the time such Redemption is made or would result from the making of such Redemption; 

(ii) Redeem Existing Debt or Permitted Additional Debt in connection with any refinancing thereof permitted pursuant to
Section 9.02(o);”. 
 2.6.2 Section 9.05(a) of the Canadian Credit Agreement is hereby amended to read:

 “(a) call, make or offer to make any optional or voluntary Redemption (whether in whole or in part) of
any Existing Debt or Permitted Additional Debt, provided, however, that the Parent and its Restricted Subsidiaries may: 
 (I) so long as the Total Debt Leverage Condition is not satisfied, Redeem Existing Debt or Permitted Additional Debt if (w) no Default has occurred and is continuing at the time such Redemption is
made or would result from the making of such Redemption, (x) the Global Borrowing Base Utilization Percentage, after 

  
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giving effect to the making of such Redemption, is less than 25% (it being understood that for purposes of this clause (x) any amount of Combined LC Exposure that has been cash
collateralized in a manner satisfactory to each Issuing Bank and the Administrative Agent shall be deemed not to constitute Combined Credit Exposure for purposes of determining the Global Borrowing Base Utilization Percentage), (y) the Combined
Loans are concurrently prepaid and, after prepaying all of the Combined Loans, any Post 8/6/12 Incremental Combined LC Exposure at such time is cash collateralized in a manner satisfactory to each Issuing Bank and the Administrative Agent, in an
aggregate amount equal to the amount of such Redemption (or, if less, an amount equal to the sum of (1) the outstanding principal amount of all Combined Loans and (2) any Post 8/6/12 Combined LC Exposure at such time) and (z) after
giving effect to such Redemption, the Borrower is in pro forma compliance with Section 9.01, and 
 (II) so
long as the Total Debt Leverage Condition is satisfied, (i) Redeem Existing Debt (other than the Existing Subordinated Notes and Existing Convertible Debentures) or Permitted Additional Debt up to an aggregate amount of US$20,000,000,
(ii) Redeem the Existing Subordinated Notes and Existing Convertible Debentures if, in the case of Redemptions made under this clause (ii), (A) no Default or Global Borrowing Base Deficiency has occurred and is continuing at the time such
Redemption is made or would result from the making of such Redemption, and (B) the Minimum Liquidity after giving effect to such Redemption is not less than the greater of (1) 15% of the Global Borrowing Base then in effect and
(2) US$150,000,000 and (iii) Redeem additional Existing Debt or Permitted Additional Debt if, in the case of Redemptions made under this clause (iii), (x) no Default has occurred and is continuing at the time such Redemption is made
or would result from the making of such Redemption, (y) the Minimum Liquidity after giving effect to such Redemption is not less than the greater of (1) 25% of the Global Borrowing Base then in effect and (2) US$250,000,000 and
(z) after giving effect to such Redemption, the Parent is in pro forma compliance with Section 9.01; 

(III) at any time, 
 (i) Redeem Existing Debt or Permitted Additional Debt using the net cash proceeds of sales of Equity Interests of the Parent if no Default has occurred and is continuing at the time such Redemption is
made or would result from the making of such Redemption; 
 (ii) Redeem Existing Debt or Permitted Additional
Debt in connection with any refinancing thereof permitted pursuant to Section 9.02(o);”. 

  
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 2.7 Amendment to Section 9.10(d). 

2.7.1 The following sentence is hereby added at the end of Section 9.10(d) of the U.S. Credit Agreement: “Notwithstanding the
foregoing, in no event shall the Borrower or any Restricted Subsidiary terminate, unwind, cancel or otherwise dispose of any Oil and Gas Swap Agreements having settlement payments calculated with respect to the price of Hydrocarbons during any
period prior to December 31, 2014; provided that the Borrower and any Restricted Subsidiary may (x) consent to the assignment of any Oil and Gas Swap Agreement (whether effected by means of novation, substantially concurrent
termination and replacement that serves as a substitute for novation, or other mechanism reasonably acceptable to the Administrative Agent) from a Secured Swap Provider to a Person who is, or after giving effect to such assignment, will be, a
Secured Swap Provider (it being understood that any such assignment shall not change the economic terms (for example, price, volume, the timing of settlement payments, tenor and similar terms) of such assigned Oil and Gas Swap Agreement) and
(y) exercise all rights and remedies under any Oil and Gas Swap Agreement following the occurrence of an event of default or termination event with respect to the applicable counterparty thereunder.” 

2.7.2 The following sentence is hereby added at the end of Section 9.10(d) of the Canadian Credit Agreement: “Notwithstanding
the foregoing, in no event shall the Parent or any Restricted Subsidiary terminate, unwind, cancel or otherwise dispose of any Oil and Gas Swap Agreements having settlement payments calculated with respect to the price of Hydrocarbons during any
period prior to December 31, 2014; provided that the Borrower and any Restricted Subsidiary may (x) consent to the assignment of any Oil and Gas Swap Agreement (whether effected by means of novation, substantially concurrent
termination and replacement that serves as a substitute for novation, or other mechanism reasonably acceptable to the Administrative Agent) from a Secured Swap Provider to a Person who is, or after giving effect to such assignment, will be, a
Secured Swap Provider (it being understood that any such assignment shall not change the economic terms (for example, price, volume, the timing of settlement payments, tenor and similar terms) of such assigned Oil and Gas Swap Agreement) and
(y) exercise all rights and remedies under any Oil and Gas Swap Agreement following the occurrence of an event of default or termination event with respect to the applicable counterparty thereunder.” 

2.8 Amendment to Section 9.10(i). 
 2.8.1 Section 9.10(i) of the U.S. Credit Agreement is hereby deleted and replaced in its entirety with the following text: 

“(i) transfers and other dispositions of Oil and Gas Properties and Oil and Gas Swap Agreements as contemplated by
the Barnett Shale Transaction; 
 provided that: 

(x) if the contribution of the Equity Interests of MLP Opco to MLP in connection with the Barnett Shale Transaction is
consummated prior to delivery by the Global Administrative Agent of the Proposed Borrowing Base Notice relating to the Scheduled Redetermination of the Global Borrowing Base and U.S. Borrowing Base in April 2013, then each of the Global Borrowing
Base and U.S. Borrowing Base will be reduced by $200,000,000, and 

  
 12 









 (y) if the Total Debt Leverage Condition is not satisfied immediately after
the consummation of the Barnett Shale Transaction, the Borrower shall use the net cash proceeds of the Contribution Consideration first to prepay Combined Loans and, as necessary, cash collateralize Combined LC Exposure in a manner
satisfactory to each Issuing Bank and the Administrative Agent in an amount so that, after giving effect to any such prepayments or cash collateralization (it being understood that for purposes of this clause first any amount of Combined LC
Exposure that has been cash collateralized in a manner satisfactory to each Issuing Bank and the Administrative Agent shall be deemed not to constitute Combined Credit Exposure for purposes of determining the Global Borrowing Base Utilization
Percentage) the Global Borrowing Base Utilization Percentage is less than 25% (or, if greater, an amount sufficient to cure any borrowing base deficiencies), second to, in equal amounts, (1) prepay Combined Loans and, after prepaying all
of the Combined Loans, to cash collateralize all Post 8/6/12 Incremental Combined LC Exposure in a manner satisfactory to each Issuing Bank and the Administrative Agent and (2) repay, repurchase, retire or otherwise Redeem Existing Debt or
Permitted Additional Debt until the outstanding principal amount of the Combined Loans equals $0 and all Post 8/6/12 Incremental Combined LC Exposure has been collateralized as indicated above and third to repay, repurchase, retire or
otherwise Redeem Existing Debt or Permitted Additional Debt; 
 provided further, however, that if
the Barnett Shale Transaction has not been consummated prior to delivery by the Global Administrative Agent of the Proposed Borrowing Base Notice relating to the Scheduled Redetermination of the Global Borrowing Base and U.S. Borrowing Base in April
2013, clause (x) of the preceding proviso shall not apply and instead the Global Borrowing Base and the U.S. Borrowing Base shall be reduced in a manner consistent with the requirements and procedures set forth in Section 9.10(d)(iii)-(v),
to the extent applicable, and the net cash proceeds of the Contribution Consideration shall be applied according to the preceding clause (y), if clause (y) is applicable, and otherwise pursuant to Section 9.10(d)(v), to the extent
applicable.” 
 2.8.2 Section 9.10(i) of the Canadian Credit Agreement is hereby deleted and replaced in its entirety
with the following text: 
 “(i) transfers and other dispositions of Oil and Gas Properties and Oil and Gas
Swap Agreements as contemplated by the Barnett Shale Transaction; 
 provided that: 

(x) if the contribution of the Equity Interests of MLP Opco to MLP in connection with the Barnett Shale Transaction is
consummated prior to delivery by the Global Administrative Agent of the Proposed Borrowing Base Notice relating to the Scheduled Redetermination of the Global Borrowing Base and U.S. Borrowing Base in April 2013, then each of the Global Borrowing
Base and U.S. Borrowing Base will be reduced by US$200,000,000, and 

  
 13 









 (y) if the Total Debt Leverage Condition is not satisfied immediately after
the consummation of the Barnett Shale Transaction, the Parent shall use the net cash proceeds of the Contribution Consideration first to prepay Combined Loans and, as necessary, cash collateralize Combined LC Exposure in a manner satisfactory
to each Issuing Bank and the Administrative Agent in an amount so that, after giving effect to any such prepayments or cash collateralization (it being understood that for purposes of this clause first any amount of Combined LC Exposure that
has been cash collateralized in a manner satisfactory to each Issuing Bank and the Administrative Agent shall be deemed not to constitute Combined Credit Exposure for purposes of determining the Global Borrowing Base Utilization Percentage) the
Global Borrowing Base Utilization Percentage is less than 25% (or, if greater, an amount sufficient to cure any borrowing base deficiencies), second to, in equal amounts, (1) prepay Combined Loans and, after prepaying all of the Combined
Loans, to cash collateralize all Post 8/6/12 Incremental Combined LC Exposure in a manner satisfactory to each Issuing Bank and the Administrative Agent and (2) repay, repurchase, retire or otherwise Redeem Existing Debt or Permitted Additional
Debt until the outstanding principal amount of the Combined Loans equals $0 and all Post 8/6/12 Incremental Combined LC Exposure has been collateralized as indicated above and third to repay, repurchase, retire or otherwise Redeem Existing
Debt or Permitted Additional Debt; 
 provided further, however, that if the Barnett Shale
Transaction has not been consummated prior to delivery by the Global Administrative Agent of the Proposed Borrowing Base Notice relating to the Scheduled Redetermination of the Global Borrowing Base and U.S. Borrowing Base in April 2013, clause
(x) of the preceding proviso shall not apply and instead the Global Borrowing Base and the U.S. Borrowing Base shall be reduced in a manner consistent with the requirements and procedures set forth in Section 9.10(d)(iii)-(v), to the
extent applicable, and the net cash proceeds of the Contribution Consideration shall be applied according to the preceding clause (y), if clause (y) is applicable, and otherwise pursuant to Section 9.10(d)(v), to the extent
applicable.” 
 Section 3. Global Borrowing Base Redetermination; Allocation of U.S. Borrowing Base and Canadian Borrowing Base. The
Required Lenders and the Combined Borrowers agree that from and after the Amendment Effective Date, the amount of the Global Borrowing Base shall be $850,000,000 and the amount of the U.S. Borrowing Base shall be $670,000,000, with an Allocated U.S.
Borrowing Base of $530,000,000 and an Allocated Canadian Borrowing Base of $320,000,000. This provision does not limit redeterminations of the Borrowing Base in accordance with Section 2.07(c) or further adjustments thereto pursuant to
Section 8.12(c), Section 9.02(n), Section 9.10(d) or Section 9.10(i) of the Combined Credit Agreements. This Section 3 constitutes a New Borrowing Base Notice in accordance with Section 2.07(d) of the Combined Credit
Agreements and a Borrowing Base Allocation Notice in accordance with Section 2.07(e) of the Combined Credit Agreements, in each case, delivered in connection with this second Scheduled Redetermination of the Global Borrowing Base and U.S.
Borrowing Base for the 2012 calendar year. 

  
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 Section 4. Conditions Precedent. This Amendment shall not become effective until the date on which
each of the following conditions is satisfied (the “Second Amendment Effective Date”): 
 4.1 The Global
Administrative Agent shall have received from each of the Combined Borrowers, the Required Lenders, the Global Administrative Agent and the Canadian Administrative Agent counterparts of this Amendment signed on behalf of such Person. 

4.2 The Combined Borrowers shall have paid all fees and amounts due and payable in connection with this Amendment on or prior to the
Second Amendment Effective Date, including, to the extent invoiced at least one (1) Business Day prior to such date, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Combined Borrowers
under the Combined Credit Agreements. 
 Section 5. Miscellaneous. 

5.1 Confirmation. The provisions of the Combined Credit Agreements, as amended by this Amendment, shall remain in full force and
effect following the effectiveness of this Amendment. 
 5.2 Ratification and Affirmation; Representations and
Warranties. Each Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document (as defined
in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the
amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Amendment: (i) all of the
representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Second Amendment Effective Date, except that to the extent any such representations and warranties
are (x) expressly limited to an earlier date, in which case, on the Second Amendment Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and (y) qualified by
materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respects and (ii) no Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the
Second Amendment Effective Date. 
 5.3 Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart by facsimile or electronic mail shall be effective as delivery of a
manually executed counterpart hereof. 
 5.4 Governing Law, Jurisdiction, etc. Sections 12.09 and 12.18 of the Canadian
Credit Agreement shall be incorporated herein mutatis mutandis as this Amendment relates to the Canadian Credit Agreement and Sections 12.09 and 12.18 of the U.S. Credit Agreement shall be incorporated herein mutatis mutandis as this
Amendment relates to the U.S. Credit Agreement. 
 [SIGNATURES BEGIN NEXT PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first written above. 
  

							
	QUICKSILVER RESOURCES INC., a Delaware corporation
		
	By:	 	/s/ John C. Regan
		 	 Name:
	 	John C. Regan
		 	 Title:
	 	Senior Vice president – Chief Financial Officer, Controller and Chief Accounting Officer



  

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	QUICKSILVER RESOURCES CANADA INC., an Alberta, Canada corporation
		
	By:	 	/s/ John C. Regan
		 	 Name:  John C. Regan

		 	 Title:    Senior Vice president –
Chief Financial Officer




  

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	JPMORGAN CHASE BANK, N.A., as a Lender under the U.S. Credit Agreement and as Global Administrative Agent
		
	By:	 	/s/ David Morris
		 	Name:   David Morris
		 	Title:    Authorized Officer



  

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	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Lender under the Canadian Credit Agreement and as Canadian Administrative Agent
		
	By:	 	/s/ Michael N. Tam
		 	Name:	 	Michael N. Tam
		 	Title:	 	Senior Vice President



  

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	BANK OF AMERICA, N.A., as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Ronald E. McKaig
		 	Name:	 	Ronald E. McKaig
		 	Title:	 	Managing Director



  

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	BANK OF AMERICA, N.A., (by its Canada Branch) as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Medina Sales de Andrade
		 	Name:	 	Medina Sales de Andrade
		 	Title:	 	Vice President



  

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	BRANCH BANKING & TRUST COMPANY, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement
		
	By:	 	/s/ Ryan K. Michael
		 	  
 Name:
	 	  
 Ryan K. Michael

		 	Title:	 	Senior Vice President



  

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	CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Joelle Chatwin
		 	Name:	 	Joelle Chatwin
		 	Title:	 	Executive Director
		
	By:	 	/s/ Brad Kay
		 	Name:	 	Brad Kay
		 	Title:	 	Authorized Signatory



  

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	CIBC INC., as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Trudy Nelson
		 	Name:	 	Trudy Nelson
		 	Title:	 	Authorized Signatory
		
	By:	 	/s/ Richard Antl
		 	Name:	 	Richard Antl
		 	Title:	 	Authorized Signatory



  

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	CITIBANK, N.A., as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Phil Ballard
		 	Name:	 	Phil Ballard
		 	Title:	 	Vice President



  

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	CITIBANK, N.A., CANADIAN BRANCH, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Gordon DeKuyper
		 	Name:	 	Gordon DeKuyper
		 	Title:	 	Managing Director



  

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	COMERICA BANK, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ John S. Lesikar
		 	Name:	 	John S. Lesikar
		 	Title:	 	Vice President



  

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	COMERICA BANK, CANADA BRANCH, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Omer Ahmed
		 	Name:	 	Omer Ahmed
		 	Title:	 	Portfolio Manager



  

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	COMPASS BANK, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Umar Hassan
		 	Name:	 	Umar Hassan
		 	Title:	 	Vice President



  

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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement
		
	By:	 	/s/ Tom Byargeon
		 	Name:	 	Tom Byargeon
		 	Title:	 	Managing Director
		
	By:	 	/s/ Sharada Manne
		 	Name:	 	Sharada Manne
		 	Title:	 	Managing Director



  

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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Bill O’Daly
		 	Name:	 	Bill O’Daly
		 	Title:	 	Director
		
	By:	 	/s/ Michael Spaight
		 	Name:	 	Michael Spaight
		 	Title:	 	Associate



  

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	CREDIT SUISSE AG, TORONTO BRANCH, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Alain Daoust
		 	Name:	 	Alain Daoust
		 	Title:	 	Director
		
	By:	 	/s/ Chris Gage
		 	Name:	 	Chris Gage
		 	Title:	 	Vice President, Product Control



  

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	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Michael Getz
		 	Name:	 	Michael Getz
		 	Title:	 	Vice President
		
	By:	 	/s/ Carin Keegan
		 	Name:	 	Carin Keegan
		 	Title:	 	Director



  

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	DEUTSCHE BANK AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Paul Jurist
		 	Name:	 	Paul Jurist
		 	Title:	 	Managing Director and Principal Officer
		
	By:	 	/s/ Leigh Knowles
		 	Name:	 	Leigh Knowles
		 	Title:	 	Director



  

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	EXPORT DEVELOPMENT CANADA, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Richard Leong
		 	Name:	 	Richard Leong
		 	Title:	 	Asset Manager
		
	By:	 	/s/ Trevor Mulligan
		 	Name:	 	Trevor Mulligan
		 	Title:	 	Asset Manager



  

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	GOLDMAN SACHS BANK USA, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Michelle Latzoni
		 	Name:	 	Michelle Latzoni
		 	Title:	 	Authorized Signatory



  

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	KEYBANK, N.A., as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Paul J. Pace
		 	Name:	 	Paul J. Pace
		 	Title:	 	Senior Vice President



  

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	SUMITOMO MITSUI BANKING CORPORATION, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Yasuhiro Shirai
		 	Name:	 	Yasuhiro Shirai
		 	Title:	 	Managing Director



  

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	THE BANK OF NOVA SCOTIA, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement
		
	By:	 	/s/ Terry Donovan
		 	Name:	 	Terry Donovan
		 	Title:	 	Managing Director



  

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	THE ROYAL BANK OF SCOTLAND plc, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ James L. Moyes
		 	Name:	 	James L. Moyes
		 	Title:	 	Authorized Signatory



  

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	THE ROYAL BANK OF SCOTLAND N.V. (CANADA) BRANCH, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Shehan J. De Silva
		 	Name:	 	Shehan J. De Silva
		 	Title:	 	Vice President
		
	By:	 	/s/ David Wright
		 	Name:	 	David Wright
		 	Title:	 	 Director
 Head of Client
Management Canada




  

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	TORONTO DOMINION (NEW YORK) LLC, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Kelly Hundal
		 	Name:	 	Kelly Hundal
		 	Title:	 	Authorized Signatory



  

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	THE TORONTO-DOMINION BANK, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Kelly Hundal
		 	Name:	 	Kelly Hundal
		 	Title:	 	Authorized Signatory



  

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	U.S. BANK NATIONAL ASSOCIATION, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Monte E. Deckerd
		 	Name:	 	Monte E. Deckerd
		 	Title:	 	Senior Vice President



  

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	UBS LOAN FINANCE LLC, as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Irja R. Otsa
		 	Name:	 	Irja R. Otsa
		 	Title:	 	Associate Director
		
	By:	 	/s/ Mary E. Evans
		 	Name:	 	Mary E. Evans
		 	Title:	 	Associate Director



  

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	UBS AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Irja R. Otsa
		 	Name:	 	Irja R. Otsa
		 	Title:	 	Attorney-in Fact
		
	By:	 	/s/ Mary E. Evans
		 	Name:	 	Mary E. Evans
		 	Title:	 	Attorney-in Fact



  

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	WELLS FARGO BANK, N.A., as a Lender under the U.S. Credit Agreement
		
	By:	 	/s/ Juan Carlos Sandoval
		 	Name:	 	Juan Carlos Sandoval
		 	Title:	 	Director



  

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	WELLS FARGO FINANCIAL CORPORATION CANADA, as a Lender under the Canadian Credit Agreement
		
	By:	 	/s/ Juan Carlos Sandoval
		 	Name:	 	Juan Carlos Sandoval
		 	Title:	 	Director