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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 001-14837
 QUICKSILVER RESOURCES INC.
  Delaware
    
    75-2756163(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)777 West Rosedale St., Fort Worth, Texas
    
    76104(Address of principal executive offices)
    
    (Zip Code)
 817-665-5000
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value per share
    
    New York Stock ExchangePreferred Share Purchase Rights,$0.01 par value per share
    
    New York Stock Exchange
   o þ
  o þ
  þ o
 o
  Large
accelerated filer þ
    
    Accelerated filer
o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
   Class
    
    Outstanding at February 13, 2009Common Stock, $0.01 par value per share
    
    168,752,835 shares
 DOCUMENTS INCORPORATED BY REFERENCE
 Document
    
    Parts Into Which IncorporatedProxy Statement for the Registrants May 20,
    
    Part III2009 Annual Meeting of Stockholders




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TABLE OF CONTENTS  PART IVITEM 15. Exhibits and Financial Statement SchedulesSIGNATURESExhibit IndexEXHIBIT 23.4EXHIBIT 23.5EXHIBIT 23.6EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1    Table of Contents  Explanatory Note
    (i)




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PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 Financial Statement Schedules




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Report of Independent Registered Public Accounting Firm
 
   
 1




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BreitBurn Energy Partners L.P. and Subsidiaries
Consolidated Statement of Operations 
For the Year Ended
December 31, 2008
 Thousands of dollars, except per unit amountsRevenues and other income items:Oil, natural gas and natural gas liquid sales
    
    $
    467,381Gains on commodity derivative instruments,
net (note 14)
    
    
    332,102Other revenue, net (note 10)
    
    
    2,920Total revenues and other income items
    
    
    802,403Operating costs and expenses:Operating costs
    
    
    149,681Depletion, depreciation and amortization (note 5)
    
    
    179,933General and administrative expenses
    
    
    43,435Total operating costs and expenses
    
    
    373,049Operating income
    
    
    429,354Interest and other financing costs, net
    
    
    29,147Loss on interest rate swaps (note 14)
    
    
    20,035Other income, net
    
    
    (191
    )Income before taxes and minority interest
    
    
    380,363Income tax expense (note 6)
    
    
    1,939Minority
interest (note 19)
    
    
    188Net income
    
    
    378,236General Partners interest in net income (loss)
    
    
    (2,019
    )Limited Partners interest in net income
    
    $
    380,255Basic net income per unit (note 2)
    
    $
    6.42Diluted net income per unit (note 2)
    
    $
    6.28
 The accompanying notes are an integral part of these consolidated financial statements.
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BreitBurn Energy Partners L.P. and Subsidiaries
Consolidated Balance SheetAs of December 31, 2008
 Thousands of dollars, except unit amountsASSETSCurrent assets:Cash
    
    $
    2,546Accounts receivable, net (note 2)
    
    
    47,221Derivative instruments (note 14)
    
    
    76,224Related party receivables (note 7)
    
    
    5,084Inventory (note 8)
    
    
    1,250Prepaid expenses
    
    
    5,300Intangibles (note 9)
    
    
    2,771Other current assets
    
    
    170Total current assets
    
    
    140,566Equity investments (note 10)
    
    
    9,452Property, plant and equipmentOil and gas properties (note 4)
    
    
    2,057,531Non-oil and gas assets (note 4)
    
    
    7,8062,065,337Accumulated depletion and depreciation (note 5)
    
    
    (224,996
    )Net property, plant and equipment
    
    
    1,840,341Other long-term assetsIntangibles (note 9)
    
    
    495Derivative instruments (note 14)
    
    
    219,003Other long-term assets
    
    
    6,977Total assets
    
    $
    2,216,834LIABILITIES AND PARTNERS EQUITYCurrent liabilities:Accounts payable
    
    $
    28,302Book overdraft
    
    
    9,871Derivative instruments (note 14)
    
    
    10,192Revenue distributions payable
    
    
    16,162Derivative settlements payable
    
    
    50Salaries and wages payable
    
    
    6,249Accrued liabilities
    
    
    9,164Total current liabilities
    
    
    79,990Long-term debt (note 11)
    
    
    736,000Deferred income taxes (note 6)
    
    
    4,282Asset retirement obligation (note 12)
    
    
    30,086Derivative instruments (note 14)
    
    
    10,058Other long-term liabilities
    
    
    2,987Total liabilities
    
    
    863,403Minority interest (note 19)
    
    
    539Partners equity (note 13)Limited partners interest (a)
    
    
    1,352,892Total liabilities and partners equity
    
    $
    2,216,834(a) Limited partner units outstanding
    
    
    52,635,634
 The accompanying notes are an integral part of these consolidated financial statements.
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BreitBurn Energy Partners L.P. and Subsidiaries
Consolidated Statement of Cash Flows 
For the Year Ended December 31, 2008
 Thousands of dollarsCash flows from operating activitiesNet income
    
    $
    378,236Adjustments to reconcile net income to cash flow
from operating activities:Depletion, depreciation and amortization
    
    
    179,933Unit-based compensation expense
    
    
    6,907Unrealized gain on derivative instruments
    
    
    (370,734
    )Distributions greater than income from
equity affiliates
    
    
    1,198Deferred income tax
    
    
    1,207Minority interest
    
    
    188Amortization of intangibles
    
    
    3,131Other
    
    
    2,643Changes in net assets and liabilities:Accounts receivable and other assets
    
    
    258Inventory
    
    
    4,454Net change in related party receivables and payables
    
    
    32,688Accounts payable and other liabilities
    
    
    (13,413
    )Net cash provided by operating activities
    
    
    226,696Cash flows from investing activitiesCapital expenditures
    
    
    (131,082
    )Property acquisitions
    
    
    (9,957
    )Net cash used by investing activities
    
    
    (141,039
    )Cash flows from financing activitiesPurchase of common units
    
    
    (336,216
    )Distributions (1)
    
    
    (121,349
    )Proceeds from the issuance of long-term debt
    
    
    803,002Repayments of long-term debt
    
    
    (437,402
    )Book overdraft
    
    
    7,951Long-term debt issuance costs
    
    
    (5,026
    )Net cash used by financing activities
    
    
    (89,040
    )Decrease in cash
    
    
    (3,383
    )Cash beginning of period
    
    
    5,929Cash end of period
    
    $
    2,546
 
 (1)
    
    Includes distributions on equivalent units of $2.3 million The accompanying notes are an integral part of these consolidated financial statements.
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BreitBurn Energy Partners L.P. and Subsidiaries
Consolidated Statement of Partners Equity For the Year
Ended December 31, 2008
 Limited
    
    
    GeneralThousands of dollars
    
    Partners
    
    
    Partner
    
    
    TotalBalance,
January 1, 2008
    
    $
    1,423,418
    
    
    $
    1,390
    
    
    $
    1,424,808Redemption of common
units from predecessors (a)
    
    
    (336,216
    )
    
    
    
    
    
    
    (336,216
    )Distributions
    
    
    (118,580
    )
    
    
    (427
    )
    
    
    (119,007
    )Distributions paid on unissued units under incentive plans
    
    
    (2,335
    )
    
    
    (7
    )
    
    
    (2,342
    )Unit-based compensation
    
    
    7,383
    
    
    
    
    
    
    
    7,383Net income
(loss) (b)
    
    
    380,255
    
    
    
    (2,019
    )
    
    
    378,236Contribution of general partner interest to the partnership
    
    
    (1,063
    )
    
    
    1,063
    
    
    
    Other
    
    
    30
    
    
    
    
    
    
    
    30Balance, December 31, 2008
    
    $
    1,352,892
    
    
    $
    
    
    
    $
    1,352,892
 
 (a)
    
    Reflects the purchase of 14.405 million Common Units from subsidiaries of Provident.(b)
    
    General partner interests were purchased as of June 17, 2008. The accompanying notes are an integral part of these consolidated financial statements.
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Notes to Consolidated Financial Statements
 Note 1. Organization and Operations
 BreitBurn Energy Partners L.P.
         6




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2. Summary of Significant Accounting Policies
 Principles of consolidation
  Use of estimates
  Accounting for Business Combinations
 Basis of Presentation
  Business segment information
 Disclosures about
Segments of an Enterprise and Related Information
 Revenue recognition
  7




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Cash and cash equivalents
  Accounts Receivable
  Inventory
  Investments in Equity Affiliates
  Property, plant and equipment
 Oil and gas properties
   Non-oil and gas assets
  Oil and natural gas reserve quantities
  Asset retirement obligations
 Accounting for Asset Retirement Obligations
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Impairment of assets
   Debt issuance costs
  Equity-based compensation
  Share Based Payments
  Fair market value of financial instruments
  Accounting for business combinations
 Accounting for Business Combinations
 9




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Concentration of credit risk
  Derivatives
 Accounting for Derivative Instruments and Hedging Activities
 Fair Value Measurements
 Income taxes
  Accounting for
Income Taxes.
 FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109
  10




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Net Income per unit
  Year EndedDecember 31,2008Weighted average
number of Common
Units used to
calculate basic and
diluted net income
or loss per unit:Basic
    
    
    59,238,588Dilutive
    
    
    1,322,107Diluted
    
    
    60,560,695
  Environmental expenditures
  3. Accounting Pronouncements
 SFAS No. 157, Fair Value Measurements. Effective Date of FASB Statement No. 157,
 SFAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities 
including an amendment of FAS 115 (SFAS No. 159).
 SFAS No. 141(revised 2007) Business Combinations (SFAS No. 141R).
 11




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SFAS
No. 160  Noncontrolling Interests in Consolidated Financial Statements  an amendment
of ARB No. 51 (SFAS No. 160).
 SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment
of FASB Statement No. 133 (SFAS No. 161).
 FSP 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). Goodwill and Other Intangible Assets. Business Combination
 SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162).
 FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities (FSP EITF 03-6-1).
  12




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4. Acquisitions
  Thousands of dollarsRelated party receivables  current, net
    
    $
    10,662Other current assets
    
    
    21Oil and gas properties
    
    
    8,451Non-oil and gas assets
    
    
    4,343Related party receivables  non-current
    
    
    6,704Current liabilities
    
    
    (13,510
    )Long-term liabilities
    
    
    (6,704
    )$
    9,967
  5. Impairments and Price Related Depletion and Depreciation Adjustments
      13




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6. Income Taxes
   Year EndedDecember 31,Thousands of dollars
    
    2008Income  before taxes and minority interest
    
    $
    380,363Partnership income not subject to tax
    
    
    376,459Income subject to tax
    
    
    3,904Federal income tax rate
    
    
    34Income tax at statutory rate
    
    
    1,327Other
    
    
    Income tax expense
    
    $
    1,327
  December 31,Thousands of dollars
    
    2008Deferred tax assets:Net operating loss carryforwards
    
    $
    767Asset retirement obligation
    
    
    337Unrealized hedge loss
    
    
    Other
    
    
    103Deferred tax liabilities:Depreciation, depletion and intangible drilling costs
    
    
    (3,404
    )Other
    
    
    (2,085
    )Net deferred tax liability
    
    $
    (4,282
    )
   14




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New Accounting Pronouncement
 FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109
  7. Related Party Transactions
       15




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8. Inventory
    9. Intangibles
   10. Equity Investments
   16




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11. Long-Term Debt
         17




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Year EndedDecember 31,Thousands of dollars
    
    2008Credit facility
    
    $
    25,487Commitment fees
    
    
    1,047Amortization of discount and deferred issuance costs
    
    
    2,613Total
    
    $
    29,147Cash paid for interest on Credit facility
(including realized losses on interest rate swaps)
    
    $
    29,767
 12. Asset Retirement Obligation
  Year Ended December 31,Thousands of dollars
    
    2008Carrying amount, beginning of period
    
    $
    27,819Liabilities settled in the current period
    
    
    (1,054
    )Revisions (1)
    
    
    1,363Acquisitions
    
    
    Accretion expense
    
    
    1,958Carrying amount, end of period
    
    $
    30,086
 
 (1)
    
    Increased cost estimates and revisions to reserve life. 13. Partners Equity
    18




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Cash Distributions
          2007 Private Placements
  19




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14. Financial Instruments
 Fair Value of Financial Instruments
  Commodity Activities
   20




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Year
    
    Year
    
    Year
    
    Year2009
    
    2010
    
    2011
    
    2012Gas Positions:Fixed Price Swaps:Hedged Volume (MMBtu/d)
    
    
    45,802
    
    
    
    43,869
    
    
    
    25,955
    
    
    
    19,129Average Price ($/MMBtu)
    
    $
    8.14
    
    
    $
    8.20
    
    
    $
    9.21
    
    
    $
    10.12Collars:Hedged Volume (MMBtu/d)
    
    
    1,740
    
    
    
    3,405
    
    
    
    16,016
    
    
    
    19,129Average Floor Price ($/MMBtu)
    
    $
    9.00
    
    
    $
    9.00
    
    
    $
    9.00
    
    
    $
    9.00Average Ceiling Price ($/MMBtu)
    
    $
    16.36
    
    
    $
    12.79
    
    
    $
    11.28
    
    
    $
    11.89Total:Hedged Volume (MMMBtu/d)
    
    
    47,542
    
    
    
    47,275
    
    
    
    41,971
    
    
    
    38,257Average Price ($/MMBtu)
    
    $
    8.17
    
    
    $
    8.26
    
    
    $
    9.13
    
    
    $
    9.56Oil Positions:Fixed Price Swaps:Hedged Volume (Bbls/d)
    
    
    1,838
    
    
    
    2,308
    
    
    
    2,116
    
    
    
    1,939Average Price ($/Bbl)
    
    $
    75.51
    
    
    $
    83.12
    
    
    $
    88.26
    
    
    $
    90.00Participating Swaps: (a)Hedged Volume (Bbls/d)
    
    
    2,847
    
    
    
    1,993
    
    
    
    1,439
    
    
    
    Average Price ($/Bbl)
    
    $
    62.86
    
    
    $
    64.40
    
    
    $
    61.29
    
    
    $
    Average Part. %
    
    
    60.9
    %
    
    
    55.5
    %
    
    
    53.2
    %
    
    
    Collars:Hedged Volume (Bbls/d)
    
    
    594
    
    
    
    1,279
    
    
    
    2,048
    
    
    
    3,077Average Floor Price ($/Bbl)
    
    $
    92.31
    
    
    $
    102.84
    
    
    $
    103.43
    
    
    $
    110.00Average Ceiling Price ($/Bbl)
    
    $
    122.92
    
    
    $
    136.16
    
    
    $
    152.61
    
    
    $
    145.39Floors:Hedged Volume (Bbls/d)
    
    
    500
    
    
    
    500
    
    
    
    
    
    
    
    Average Floor Price ($/Bbl)
    
    $
    100.00
    
    
    $
    100.00
    
    
    $
    
    
    
    $
    Total:Hedged Volume (Bbls/d)
    
    
    5,778
    
    
    
    6,080
    
    
    
    5,603
    
    
    
    5,016Average Price ($/Bbl)
    
    $
    73.12
    
    
    $
    82.52
    
    
    $
    86.88
    
    
    $
    102.27
 
 (a)
    
    A participating swap combines a swap and a call option with the same strike price. Interest Rate Activities
  Notional amounts in thousands of dollars
    
    Notional Amount
    
    Fixed RatePeriod CoveredJanuary 1, 2009 to January 8, 2009
    
    $
    50,000
    
    
    
    3.6200
    %January 1, 2009 to January 20, 2009
    
    
    200,000
    
    
    
    3.6825
    %January 1, 2009 to July 8, 2009
    
    
    50,000
    
    
    
    3.0450
    %January 1, 2009 to January 8, 2010
    
    
    100,000
    
    
    
    3.3873
    %January 20, 2009 to July 20, 2009
    
    
    250,000
    
    
    
    3.6825
    %July 20, 2009 to December 20, 2010
    
    
    300,000
    
    
    
    3.6825
    %December 20, 2010 to October 20, 2011
    
    
    200,000
    
    
    
    2.9900
    %
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Oil
    
    
    Natural GasCommodity
    
    
    Commodity
    
    
    Interest Rate
    
    
    Total FinancialThousands of dollars
    
    Derivatives
    
    
    Derivatives
    
    
    Derivatives
    
    
    InstrumentsBalance, December 31, 2008Short-term assets
    
    $
    44,086
    
    
    $
    32,138
    
    
    $
    
    
    
    $
    76,224Long-term assets
    
    
    145,061
    
    
    
    73,942
    
    
    
    
    
    
    
    219,003Total assets
    
    
    189,147
    
    
    
    106,080
    
    
    
    
    
    
    
    295,227Short-term liabilities
    
    
    (1,115
    )
    
    
    
    
    
    
    (9,077
    )
    
    
    (10,192
    )Long-term liabilities
    
    
    (1,820
    )
    
    
    
    
    
    
    (8,238
    )
    
    
    (10,058
    )Total liabilities
    
    
    (2,935
    )
    
    
    
    
    
    
    (17,315
    )
    
    
    (20,250
    )Net assets (liabilities)
    
    $
    186,212
    
    
    $
    106,080
    
    
    $
    (17,315
    )
    
    $
    274,977
        22




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As of December 31, 2008Thousands of dollars
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets (Liabilities):Commodity Derivatives (swaps, put and call options)
    
    $
    
    
    
    $
    139,074
    
    
    $
    153,218
    
    
    $
    292,292Other Derivatives (interest rate swaps)
    
    
    
    
    
    
    (17,315
    )
    
    
    
    
    
    
    (17,315
    )Total
    
    $
    
    
    
    $
    121,759
    
    
    $
    153,218
    
    
    $
    274,977
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Year EndedThousands of dollars
    
    December 31, 2008Assets (Liabilities):Beginning balance
    
    $
    44,236Realized and unrealized gains, net
    
    
    106,154Purchases and issuances
    
    
    7,452Settlements
    
    
    (4,624
    )Balance at December 31, 2008
    
    $
    153,218
   15. Unit and Other Valuation-Based Compensation Plans
     Unit Based Compensation
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Share-Based Payments
  25




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Founders Plan
      December
31, 2008Number of
    
    
    WeightedAppreciation
    
    
    AverageRights Units
    
    
    Exercise PriceOutstanding, beginning of period
    
    
    214,107
    
    
    $
    18.50Exercised
    
    
    (91,463
    )
    
    
    18.50Outstanding, end of period
    
    
    122,644
    
    
    $
    18.50Exercisable, end of period
    
    
    
    
    
    $
    
 BreitBurn Management LTIP and the Partnership LTIP
  26




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WeightedNumber of
    
    
    AverageUnits
    
    
    Grant PriceOutstanding, beginning of period
    
    
    267,702
    
    
    $
    10.77Granted
    
    
    
    
    
    
    Exercised
    
    
    (267,351
    )
    
    
    10.77Cancelled
    
    
    (351
    )
    
    
    10.73Outstanding, end of period
    
    
    
    
    
    $
    10.77Exercisable, end of period
    
    
    
    
    
    $
    
  27




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PTUs and RTUsDecember
31, 2008WeightedNumber of
    
    
    AverageUnits
    
    
    Grant PriceOutstanding, beginning of period
    
    
    108,717
    
    
    $
    23.64Granted
    
    
    
    
    
    
    Exercised
    
    
    (20,645
    )
    
    
    20.39Cancelled
    
    
    (1,080
    )
    
    
    24.10Outstanding, end of period
    
    
    86,992
    
    
    $
    24.10Exercisable, end of period
    
    
    
    
    
    $
    
 Unit Appreciation Right Plan
     BreitBurn Management CompanyPVE indexed unitsDecember
31, 2008Number of
    
    
    WeightedAppreciation
    
    
    AverageRights
    
    
    Exercise PriceOutstanding,
beginning of period
    
    
    154,323
    
    
    $
    9.16Exercised
    
    
    (69,994
    )
    
    
    9.18Cancelled
    
    
    
    
    
    
    Outstanding, end of
period
    
    
    84,329
    
    
    $
    9.96Exercisable, end of
period
    
    
    84,329
    
    
    $
    9.96
 Director Performance Units
  28




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December
31, 2008Number of
    
    
    WeightedPerformance
    
    
    AverageUnits
    
    
    Grant PriceOutstanding, beginning of period
    
    
    37,473
    
    
    $
    21.11Granted
    
    
    20,146
    
    
    
    27.35Exercised
    
    
    (22,190
    )
    
    
    23.05Outstanding, end of period
    
    
    35,429
    
    
    $
    23.44Exercisable, end of period
    
    
    
    
    
    $
    
 Restricted Phantom Units and Convertible Phantom Units
  Restricted Phantom Units (RPUs).
 Convertible Phantom Units (CPUs).
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
    
    if such termination occurs on or before December 31, 2008, a percentage equal to 40 percent;
    
    if such termination occurs on or before December 31, 2009, a percentage equal to 60 percent;
    
    if such termination occurs on or before December 31, 2010, a percentage equal to 80 percent; and
    
    if such termination occurs on or after January 1, 2011, a percentage equal to 100 percent.
   Number of
    
    
    WeightedRPU
    
    
    AverageUnits
    
    
    Grant PriceOutstanding, beginning of period (a)
    
    
    372,945
    
    
    $
    30.98Granted
    
    
    245,290
    
    
    
    20.44Cancelled
    
    
    (10,972
    )
    
    
    20.83Outstanding, end of period
    
    
    607,263
    
    
    $
    26.91Exercisable, end of period
    
    
    
    
    
    $
    
 16. Commitments and Contingencies
 Lease Rental Obligations
  Payments Due by YearThousands of dollars
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    after 2013
    
    TotalOperating leases
    
    $
    2,232
    
    
    $
    2,126
    
    
    $
    1,989
    
    
    $
    1,656
    
    
    $
    1,272
    
    
    $
    2,143
    
    
    $
    11,418
  Surety Bonds and Letters of Credit
  30




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##### Table of Contents



Other
    31




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##### Table of Contents



17. Retirement Plan
  18. Significant Customers
  19. Minority Interest
  20. Subsequent Events
    21. Oil and Natural Gas Activities (Unaudited)
 Costs incurred
  Thousands of dollarsProperty acquisition costsProved
    
    $
    Unproved
    
    
    Development costs
    
    
    129,503Asset retirement costs
    
    
    1,363Pipelines and processing
facilities
    
    
    Total
    
    $
    130,866
 32




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##### Table of Contents



Capitalized costs
  Thousands of dollarsProved properties and related producing assets
    
    $
    1,734,932Pipelines and processing facilities
    
    
    112,726Unproved properties
    
    
    209,873Accumulated depreciation, depletion and amortization
    
    
    (223,575
    )$
    1,833,956
  Results of operations for oil and gas producing activities
  Thousands of dollarsOil, natural gas and NGL sales
    
    $
    467,381Realized loss on derivative instruments
    
    
    (55,946
    )Unrealized gain  on derivative
instruments
    
    
    388,048Operating costs
    
    
    (149,681
    )Depreciation, depletion, and amortization
    
    
    (178,657
    )Pre-tax Income
    
    
    471,145Income tax expense
    
    
    1,939Results of producing operations
    
    $
    469,206
 Supplemental reserve information
   33




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##### Table of Contents



Oil
    
    GasIn Thousands
    
    (MBbl)
    
    (MMcf)Proved ReservesBeginning balance
    
    
    58,095
    
    
    
    505,069Revision of
previous estimates (a)
    
    
    (29,106
    )
    
    
    (16,251
    )Production
    
    
    (3,079
    )
    
    
    (22,384
    )Ending balance
    
    
    25,910
    
    
    
    466,434Proved Developed ReservesBeginning balance
    
    
    52,103
    
    
    
    457,444Ending balance
    
    
    23,346
    
    
    
    433,780
 
 (a)
    
    Additions due to infill drilling are classified in Revisions and were approximately 741 MBbl
for oil and 35,834 MMcf for natural gas in 2008. Standardized measure of discounted future net cash flows
  Thousands of dollarsFuture cash inflows
    
    
    3,523,524Future development costs
    
    
    (212,951
    )Future production expense
    
    
    (1,843,986
    )Future net cash flows
    
    
    1,466,587Discounted at 10% per year
    
    
    (874,327
    )Standardized measure of discounted future net cash flows
    
    $
    592,260
 34




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##### Table of Contents



1.
    
    An estimate was made of the quantity of proved reserves and the future
periods in which they are expected to be produced based on year-end
economic conditions.2.
    
    In accordance with SEC guidelines, the reserve engineers estimates of
future net revenues from our estimated proved properties and the
present value thereof are made using oil and gas sales prices in
effect as of the dates of such estimates and are held constant
throughout the life of the properties, except where such guidelines
permit alternate treatment, including the use of fixed and
determinable contractual price escalations. We have entered into
various arrangements to fix or limit the prices relating to a portion
of our oil and gas production. Arrangements in effect at December 31,
2008 are discussed in Note 14. Such risk management arrangements are
not reflected in the reserve reports. Representative market prices at
the as-of date for the reserve reports as of December 31, 2008
were $44.60 ($20.12 for Wyoming), per barrel of oil, and $5.71,
per MMBTU of gas.3.
    
    The future gross revenue streams were reduced by estimated future
operating costs (including production and ad valorem taxes) and future
development and abandonment costs, all of which were based on current
costs. Future net cash flows assume no future income tax expense as
we are essentially a non-taxable entity except for two tax paying
corporations whose future income tax liabilities on a discounted basis
are insignificant.
  Thousands of dollarsBeginning balance
    
    $
    1,912,467Sales, net of production expense
    
    
    (317,700
    )Net change in sales and transfer prices, net of production
expense
    
    
    (1,306,752
    )Previously estimated development costs incurred during year
    
    
    57,694Changes in estimated future development costs
    
    
    (98,064
    )Extensions, discoveries and improved recovery, net of costs
    
    
    Purchase of reserves in place
    
    
    Revision of quantity estimates and timing of estimated
production
    
    
    153,368Accretion of discount
    
    
    191,247Ending balance
    
    $
    592,260
 22. Quarterly Financial Data (Unaudited)
 Year Ended December 31, 2008First
    
    
    Second
    
    
    Third
    
    
    FourthThousands of dollars
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterOil, natural gas and natural gas liquid sales
    
    $
    115,849
    
    
    $
    139,962
    
    
    $
    130,249
    
    
    $
    81,321Gains (losses) on derivative instruments
    
    
    (83,387
    )
    
    
    (353,282
    )
    
    
    407,441
    
    
    
    361,330Other revenue, net
    
    
    875
    
    
    
    643
    
    
    
    806
    
    
    
    596Total revenue
    
    $
    33,337
    
    
    $
    (212,677
    )
    
    $
    538,496
    
    
    $
    443,247Operating income (loss) (1)
    
    
    (34,455
    )
    
    
    (282,267
    )
    
    
    468,625
    
    
    
    277,451Net income (loss) (1)
    
    
    (41,140
    )
    
    
    (286,240
    )
    
    
    454,454
    
    
    
    251,162
 35




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##### Table of Contents



Year Ended December 31, 2008First
    
    
    Second
    
    
    Third
    
    
    FourthThousands of dollars
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterLimited Partners interest in loss (1)
    
    
    (40,867
    )
    
    
    (284,494
    )
    
    
    454,454
    
    
    
    251,162Basic net loss per limited partner unit (2)
    
    
    (0.61
    )
    
    
    (4.39
    )
    
    
    8.63
    
    
    
    4.77Diluted net loss per limited partner unit (2)
    
    
    (0.61
    )
    
    
    (4.39
    )
    
    
    8.41
    
    
    
    4.65Basic units outstanding
    
    
    67,020,641
    
    
    
    64,807,563
    
    
    
    52,635,634
    
    
    
    52,635,634Diluted units outstanding
    
    
    67,020,641
    
    
    
    64,807,563
    
    
    
    54,062,291
    
    
    
    54,019,830
 
 (1)
    
    Fourth quarter 2008 includes $86.4 million for total impairments and price related adjustments
and depreciation expense.(2)
    
    Due to changes in the number of weighted average common units outstanding that may occur each
quarter, the earnings per unit amounts for certain quarters may not be additive.  36




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##### Table of Contents



Exhibits   Exhibit No.

Sequential Description**2
.1

Contribution Agreement, dated September 11, 2007, between
    Quicksilver Resources Inc. and BreitBurn Operating L.P. (filed
    as Exhibit 10.2 to the Companys Form 8-K filed November 7,
    2007 and included herein by reference.)**2
.2

Purchase and Sale Agreement, dated as of July 3, 2008, among
    Nortex Minerals, L.P., Petrus Investment, L.P., Petrus
    Development, L.P., and Perot Investment Partners, Ltd., as
    Sellers, and Quicksilver Resources Inc., as Purchaser (filed as
    Exhibit 10.1 to the Companys Form 8-K filed July 7, 2008
    and included herein by reference).**2
.3

Purchase and Sale Agreement, dated as of July 3, 2008, among
    Hillwood Oil & Gas, L.P., Burtex Minerals, L.P., Chief
    Resources, LP, Hillwood Alliance Operating Company, L.P., Chief
    Resources Alliance Pipeline LLC, Chief Oil & Gas LLC, Berry
    Barnett, L.P., Collins and Young, L.L.C. and Mark Rollins, as
    Sellers, and Quicksilver Resources Inc., as Purchaser (filed as
    Exhibit 10.2 to the Companys Form 8-K filed July 7, 2008
    and included herein by reference).3
.1

Amended and Restated Certificate of Incorporation of Quicksilver
    Resources Inc. filed with the Secretary of State of the State of
    Delaware on May 21, 2008 (filed as Exhibit 4.1 to the
    Companys Form S-3, File No. 333-151847, filed June 23,
    2008 and included herein by reference).3
.2

Amended and Restated Certificate of Designation of Series A
    Junior Participating Preferred Stock of Quicksilver Resources
    Inc. (filed as Exhibit 3.3 to the Companys Form 10-Q filed
    May 6, 2006 and included herein by reference).3
.3

Amended and Restated Bylaws of Quicksilver Resources Inc. (filed
    as Exhibit 3.1 to the Companys Form 8-K filed November 16,
    2007 and included herein by reference).4
.1

Indenture Agreement for 1.875% Convertible Subordinated
    Debentures Due 2024, dated as of November 1, 2004, between
    Quicksilver Resources Inc., as Issuer, and The Bank of New York,
    as Trustee (as successor in interest to JPMorgan Chase Bank,
    National Association) (filed as Exhibit 4.1 to the
    Companys Form 8-K filed November 1, 2004 and included
    herein by reference).4
.2

Indenture, dated as of December 22, 2005, between Quicksilver
    Resources Inc. and The Bank of New York, as Trustee (as
    successor in interest to JPMorgan Chase Bank, National
    Association) (filed as Exhibit 4.7 to the Companys Form
    S-3, File No. 333-130597, filed December 22, 2005 and included
    herein by reference).4
.3

First Supplemental Indenture, dated as of March 16, 2006, among
    Quicksilver Resources Inc., the subsidiary guarantors named
    therein and The Bank of New York, as Trustee (as successor in
    interest to JPMorgan Chase Bank, National Association) (filed as
    Exhibit 4.1 to the Companys Form 8-K filed March 21, 2006
    and included herein by reference).4
.4

Third Supplemental Indenture, dated as of September 26, 2006,
    among Quicksilver Resources Inc., the subsidiary guarantors
    named therein and The Bank of New York, as Trustee (as successor
    in interest to JPMorgan Chase Bank, National Association) (filed
    as Exhibit 4.1 to the Companys Form 10-Q filed November 7,
    2006 and included herein by reference).4
.5

Fifth Supplemental Indenture, dated as of June 27, 2008, among
    Quicksilver Resources Inc., the subsidiary guarantors named
    therein and The Bank of New York Trust Company, N.A., as trustee
    (filed as Exhibit 4.1 to the Companys Form 8-K filed June
    530, 2008 and included herein by reference).4
.6

Sixth Supplemental Indenture, dated as of July 10, 2008, among
    Quicksilver Resources Inc., the subsidiary guarantors named
    therein and The Bank of New York Mellon Trust Company, N.A., as
    trustee (filed as Exhibit 4.1 to the Companys Form 8-K
    filed July 10, 2008 and included herein by reference). 37




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##### Table of Contents



Exhibit No.

Sequential Description4
.7

Amended and Restated Rights Agreement, dated as of December 20,
    2005, between Quicksilver Resources Inc. and Mellon Investor
    Services LLC, as Rights Agent (filed as Exhibit 4.1 to the
    Companys Form 8-A/A (Amendment No. 1) filed December 21,
    2005 and included herein by reference).10
.1

Master Gas Purchase and Sale Agreement, dated March 1, 1999,
    between Quicksilver Resources Inc. and Reliant Energy Services,
    Inc. (filed as Exhibit 10.10 to the Companys Form S-1,
    File No. 333-89229, filed November 1, 2004 and included
    herein by reference).10
.2

Wells Agreement dated as of December 15, 1970, between Union Oil
    Company of California and Montana Power Company (filed as
    Exhibit 10.5 to the Companys Predecessor, MSR Exploration
    Ltd.s Form S-4/A, File No. 333-29769, filed August 21,
    1997 and included herein by reference).]+ 10
.3

Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.6 to the
    Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.4

Form of Incentive Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.2 to the
    Companys Form 8-K filed January 28, 2005 and included
    herein by reference).+ 10
.5

Form of Non-Qualified Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.3 to the
    Companys Form 8-K filed January 28, 2005 and included
    herein by reference).+ 10
.6

Form of Retention Share Agreement pursuant to the Quicksilver
    Resources Inc. Amended and Restated 1999 Stock Option and
    Retention Stock Plan (filed as Exhibit 10.3 to the
    Companys Form 8-K filed April 19, 2005 and included herein
    by reference).+ 10
.7

Form of Restricted Stock Unit Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.4 to the
    Companys Form 8-K filed April 19, 2005 and included herein
    by reference).+ 10
.8

Quicksilver Resources Inc. Amended and Restated 2004
    Non-Employee Director Equity Plan (filed as Exhibit 10.4 to the
    Companys Form 8-K filed May 25, 2007 and included herein
    by reference).+ 10
.9

Form of Non-Qualified Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 2004
    Non-Employee Director Equity Plan (filed as Exhibit 10.4 to the
    Companys Form 8-K filed January 28, 2005 and included
    herein by reference).+ 10
.10

Form of Restricted Share Agreement pursuant to the Quicksilver
    Resources Inc. Amended and Restated 2004 Non-Employee Director
    Equity Plan (filed as Exhibit 10.2 to the Companys Form
    8-K filed May 18, 2005 and included herein by reference).+ 10
.11

Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.1 to the Companys Form
    8-K filed November 24, 2008 and included herein by reference).+ 10
.12

Form of Restricted Share Agreement pursuant to the Quicksilver
    Resources Inc. Second Amended and Restated 2006 Equity Plan
    (filed as Exhibit 10.2 to the Companys Form 8-K filed May
    25, 2006 and included herein by reference).+ 10
.13

Form of Restricted Stock Unit Agreement pursuant to the
    Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.2 to the Companys Form
    8-K filed November 24, 2008 and included herein by reference).+ 10
.14

Form of Quicksilver Resources Canada Inc. Restricted Stock Unit
    Agreement (Cash Settlement) pursuant to the Quicksilver
    Resources Inc. Second Amended and Restated 2006 Equity Plan
    (filed as Exhibit 10.3 to the Companys Form 8-K filed
    November 24, 2008 and included herein by reference).+ 10
.15

Form of Quicksilver Resources Canada Inc. Restricted Stock Unit
    Agreement (Stock Settlement) pursuant to the Quicksilver
    Resources Inc. Second Amended and Restated 2006 Equity Plan
    (filed as Exhibit 10.4 to the Companys Form 8-K filed
    November 24, 2008 and included herein by reference).


38



---



##### Table of Contents



Exhibit No.

Sequential Description+ 10
.16

Form of Incentive Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.5 to the Companys Form
    8-K filed May 25, 2006 and included herein by reference).+ 10
.17

Form of Nonqualified Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.6 to the Companys Form
    8-K filed May 25, 2006 and included herein by reference).+ 10
.18

Form of Non-Employee Director Nonqualified Stock Option
    Agreement pursuant to the Quicksilver Resources Inc. Second
    Amended and Restated 2006 Equity Plan (One-Year Vesting) (filed
    as Exhibit 10.8 to the Companys Form 8-K filed May 25,
    2006 and included herein by reference).+ 10
.19

Form of Non-Employee Director Nonqualified Stock Option
    Agreement pursuant to the Quicksilver Resources Inc. Second
    Amended and Restated 2006 Equity Plan (Three-Year Vesting)
    (filed as Exhibit 10.5 to the Companys Form 8-K filed
    November 24, 2008 and included herein by reference).+ 10
.20

Form of Non-Employee Director Restricted Share Agreement
    pursuant to the Quicksilver Resources Inc. Second Amended and
    Restated 2006 Equity Plan (One-Year Vesting) (filed as Exhibit
    10.7 to the Companys Form 8-K filed May 25, 2006 and
    included herein by reference).+ 10
.21

Form of Non-Employee Director Restricted Share Agreement
    pursuant to the Quicksilver Resources Inc. Second Amended and
    Restated 2006 Equity Plan (Three-Year Vesting) (filed as Exhibit
    10.2 to the Companys Form 8-K filed May 25, 2007 and
    included herein by reference).+ 10
.22

Description of Non-Employee Director Compensation for
    Quicksilver Resources Inc. (filed as Exhibit 10.11 to the
    Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.23

Quicksilver Resources Inc. 2007 Executive Bonus Plan (filed as
    Exhibit 10.1 to the Companys Form 8-K filed April 16, 2007
    and included herein by reference).+ 10
.24

Description of 2007 Cash Bonus (filed as Exhibit 10.3 to the
    Companys Form 10-Q filed May 9, 2007 and included herein
    by reference).+ 10
.25

Quicksilver Resources Inc. 2008 Executive Bonus Plan (filed as
    Exhibit 10.1 to the Companys Form 8-K filed December 14,
    2007 and included herein by reference).+ 10
.26

Quicksilver Resources Inc. 2009 Executive Bonus Plan (filed as
    Exhibit 10.10 to the Companys Form 8-K filed November 24,
    2008 and included herein by reference).+ 10
.27

Quicksilver Resources Inc. Amended and Restated Change in
    Control Retention Incentive Plan (filed as Exhibit 10.9 to the
    Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.28

Quicksilver Resources Inc. Second Amended and Restated Key
    Employee Change in Control Retention Incentive Plan (filed as
    Exhibit 10.8 to the Companys Form 8-K filed November 24,
    2008 and included herein by reference).+ 10
.29

Quicksilver Resources Inc. Amended and Restated Executive Change
    in Control Retention Incentive Plan (filed as Exhibit 10.7 to
    the Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.30

Form of Director and Officer Indemnification Agreement (filed as
    Exhibit 10.1 to the Companys Form 8-K filed August 26,
    2005 and included herein by reference).10
.31

Amended and Restated Credit Agreement, dated as of February 9,
    2007, among Quicksilver Resources Inc. and the lenders
    identified therein (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed February 12, 2007 and included herein by reference).10
.32

Amended and Restated Credit Agreement, dated as of February 9,
    2007, among Quicksilver Resources Canada Inc. and the lenders
    and/or agents identified therein (filed as Exhibit 10.2 to the
    Companys Form 8-K filed February 12, 2007 and included
    herein by reference).


39



---



##### Table of Contents



Exhibit No.

Sequential Description10
.33

Fourth Amendment to Combined Credit Agreements, dated as of June
    20, 2008, among Quicksilver Resources Inc., Quicksilver
    Resources Canada Inc. and the agents and combined lenders
    identified therein (filed as Exhibit 10.1 to the Companys
    Form 8-K filed June 25, 2008 and included herein by reference).10
.34

Fifth Amendment to Combined Credit Agreements, dated as of
    August 4, 2008, among Quicksilver Resources Inc., Quicksilver
    Resources Canada Inc. and the agents and combined lenders
    identified therein (filed as Exhibit 10.1 to the Companys
    Form 8-K filed August 5, 2008 and included herein by reference).10
.35

Credit Agreement, dated as of August 8, 2008, among Quicksilver
    Resources Inc., the lenders party thereto and Credit Suisse,
    Cayman Islands Branch, as administrative agent (filed as
    Exhibit 10.1 to the Companys Form 8-K filed August 8,
    2008 and included herein by reference).10
.36

Registration Rights Agreement, dated as of November 1, 2007,
    between Quicksilver Resources Inc. and BreitBurn Energy L.P.
    (filed as Exhibit 10.1 to the Companys Form 8-K filed
    November 7, 2007 and included herein by reference).+10
.37

2007 Equity Plan (filed as Exhibit 99.1 to Quicksilver Gas
    Services LPs Form S-8,
    File No. 333-145326,
    filed August 10, 2007 and included herein by reference).+10
.38

Form of Phantom Unit Award Agreement for Non-Directors (Cash)
    (filed as Exhibit 10.10 to Quicksilver Gas Services LPs
    Form S-1/A, File No. 333-140599, filed July 17, 2007 and
    included herein by reference).+10
.39

Form of Phantom Unit Award Agreement for Non-Directors (Units)
    (filed as Exhibit 10.11 to Quicksilver Gas Services LPs
    Form S-1/A, File No. 333-140599, filed July 25, 2007 and
    included herein by reference).+10
.40

Quicksilver Gas Services LP Annual Bonus Plan (filed as Exhibit
    10.1 to Quicksilver Gas Services LPs Form 8-K, File No.
    001-33631, filed December 13, 2007 and included herein by
    reference).+10
.41

Form of Indemnification Agreement by and between Quicksilver Gas
    Services GP LLC and its officers and directors (filed as Exhibit
    10.7 to Quicksilver Gas Services LPs Form S-1/A,
    File No. 333-140599, filed July 17, 2007 and included
    herein by reference).*** 21
.1

List of subsidiaries of Quicksilver Resources Inc.*** 23
.1

Consent of Deloitte & Touche LLP.*** 23
.2

Consent of Schlumberger Data and Consulting Services.*** 23
.3

Consent of LaRoche Petroleum Consultants, Ltd.* 23
.4

Consent of Schlumberger Data and Consulting Services* 23
.5

Consent of Netherland, Sewell & Associates, Inc.* 23
.6

Consent of PricewaterhouseCoopers LLP*** 24
.1

Power of Attorney* 31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.     *
    
    Filed herewith.**
    
    Excludes schedules and exhibits we agree to furnish
    supplementally to the SEC upon request.***
    
    Filed with the Companys original Annual Report on Form 10-K filed on March 3, 2009.+
    
    Identifies management contracts and compensatory plans or
    arrangements.


40



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##### Table of Contents



SIGNATURES
  Quicksilver Resources Inc.(the Registrant)By:
    
    /s/ Philip CookPhilip CookDated: March 9, 2009
    
    
    
    Senior Vice President  Chief Financial Officer
 41




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##### Table of Contents



Exhibit Index
  Exhibit No.

Sequential Description**2
.1

Contribution Agreement, dated September 11, 2007, between
    Quicksilver Resources Inc. and BreitBurn Operating L.P. (filed
    as Exhibit 10.2 to the Companys Form 8-K filed November 7,
    2007 and included herein by reference.)**2
.2

Purchase and Sale Agreement, dated as of July 3, 2008, among
    Nortex Minerals, L.P., Petrus Investment, L.P., Petrus
    Development, L.P., and Perot Investment Partners, Ltd., as
    Sellers, and Quicksilver Resources Inc., as Purchaser (filed as
    Exhibit 10.1 to the Companys Form 8-K filed July 7, 2008
    and included herein by reference).**2
.3

Purchase and Sale Agreement, dated as of July 3, 2008, among
    Hillwood Oil & Gas, L.P., Burtex Minerals, L.P., Chief
    Resources, LP, Hillwood Alliance Operating Company, L.P., Chief
    Resources Alliance Pipeline LLC, Chief Oil & Gas LLC, Berry
    Barnett, L.P., Collins and Young, L.L.C. and Mark Rollins, as
    Sellers, and Quicksilver Resources Inc., as Purchaser (filed as
    Exhibit 10.2 to the Companys Form 8-K filed July 7, 2008
    and included herein by reference).3
.1

Amended and Restated Certificate of Incorporation of Quicksilver
    Resources Inc. filed with the Secretary of State of the State of
    Delaware on May 21, 2008 (filed as Exhibit 4.1 to the
    Companys Form S-3, File No. 333-151847, filed June 23,
    2008 and included herein by reference).3
.2

Amended and Restated Certificate of Designation of Series A
    Junior Participating Preferred Stock of Quicksilver Resources
    Inc. (filed as Exhibit 3.3 to the Companys Form 10-Q filed
    May 6, 2006 and included herein by reference).3
.3

Amended and Restated Bylaws of Quicksilver Resources Inc. (filed
    as Exhibit 3.1 to the Companys Form 8-K filed November 16,
    2007 and included herein by reference).4
.1

Indenture Agreement for 1.875% Convertible Subordinated
    Debentures Due 2024, dated as of November 1, 2004, between
    Quicksilver Resources Inc., as Issuer, and The Bank of New York,
    as Trustee (as successor in interest to JPMorgan Chase Bank,
    National Association) (filed as Exhibit 4.1 to the
    Companys Form 8-K filed November 1, 2004 and included
    herein by reference).4
.2

Indenture, dated as of December 22, 2005, between Quicksilver
    Resources Inc. and The Bank of New York, as Trustee (as
    successor in interest to JPMorgan Chase Bank, National
    Association) (filed as Exhibit 4.7 to the Companys Form
    S-3, File No. 333-130597, filed December 22, 2005 and included
    herein by reference).4
.3

First Supplemental Indenture, dated as of March 16, 2006, among
    Quicksilver Resources Inc., the subsidiary guarantors named
    therein and The Bank of New York, as Trustee (as successor in
    interest to JPMorgan Chase Bank, National Association) (filed as
    Exhibit 4.1 to the Companys Form 8-K filed March 21, 2006
    and included herein by reference).4
.4

Third Supplemental Indenture, dated as of September 26, 2006,
    among Quicksilver Resources Inc., the subsidiary guarantors
    named therein and The Bank of New York, as Trustee (as successor
    in interest to JPMorgan Chase Bank, National Association) (filed
    as Exhibit 4.1 to the Companys Form 10-Q filed November 7,
    2006 and included herein by reference).4
.5

Fifth Supplemental Indenture, dated as of June 27, 2008, among
    Quicksilver Resources Inc., the subsidiary guarantors named
    therein and The Bank of New York Trust Company, N.A., as trustee
    (filed as Exhibit 4.1 to the Companys Form 8-K filed June
    530, 2008 and included herein by reference).4
.6

Sixth Supplemental Indenture, dated as of July 10, 2008, among
    Quicksilver Resources Inc., the subsidiary guarantors named
    therein and The Bank of New York Mellon Trust Company, N.A., as
    trustee (filed as Exhibit 4.1 to the Companys Form 8-K
    filed July 10, 2008 and included herein by reference).4
.7

Amended and Restated Rights Agreement, dated as of December 20,
    2005, between Quicksilver Resources Inc. and Mellon Investor
    Services LLC, as Rights Agent (filed as Exhibit 4.1 to the
    Companys Form 8-A/A (Amendment No. 1) filed December 21,
    2005 and included herein by reference).




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##### Table of Contents



Exhibit No.

Sequential Description10
.1

Master Gas Purchase and Sale Agreement, dated March 1, 1999,
    between Quicksilver Resources Inc. and Reliant Energy Services,
    Inc. (filed as Exhibit 10.10 to the Companys Form S-1,
    File No. 333-89229, filed November 1, 2004 and included
    herein by reference).10
.2

Wells Agreement dated as of December 15, 1970, between Union Oil
    Company of California and Montana Power Company (filed as
    Exhibit 10.5 to the Companys Predecessor, MSR Exploration
    Ltd.s Form S-4/A, File No. 333-29769, filed August 21,
    1997 and included herein by reference).]+ 10
.3

Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.6 to the
    Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.4

Form of Incentive Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.2 to the
    Companys Form 8-K filed January 28, 2005 and included
    herein by reference).+ 10
.5

Form of Non-Qualified Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.3 to the
    Companys Form 8-K filed January 28, 2005 and included
    herein by reference).+ 10
.6

Form of Retention Share Agreement pursuant to the Quicksilver
    Resources Inc. Amended and Restated 1999 Stock Option and
    Retention Stock Plan (filed as Exhibit 10.3 to the
    Companys Form 8-K filed April 19, 2005 and included herein
    by reference).+ 10
.7

Form of Restricted Stock Unit Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 1999 Stock
    Option and Retention Stock Plan (filed as Exhibit 10.4 to the
    Companys Form 8-K filed April 19, 2005 and included herein
    by reference).+ 10
.8

Quicksilver Resources Inc. Amended and Restated 2004
    Non-Employee Director Equity Plan (filed as Exhibit 10.4 to the
    Companys Form 8-K filed May 25, 2007 and included herein
    by reference).+ 10
.9

Form of Non-Qualified Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Amended and Restated 2004
    Non-Employee Director Equity Plan (filed as Exhibit 10.4 to the
    Companys Form 8-K filed January 28, 2005 and included
    herein by reference).+ 10
.10

Form of Restricted Share Agreement pursuant to the Quicksilver
    Resources Inc. Amended and Restated 2004 Non-Employee Director
    Equity Plan (filed as Exhibit 10.2 to the Companys Form
    8-K filed May 18, 2005 and included herein by reference).+ 10
.11

Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.1 to the Companys Form
    8-K filed November 24, 2008 and included herein by reference).+ 10
.12

Form of Restricted Share Agreement pursuant to the Quicksilver
    Resources Inc. Second Amended and Restated 2006 Equity Plan
    (filed as Exhibit 10.2 to the Companys Form 8-K filed May
    25, 2006 and included herein by reference).+ 10
.13

Form of Restricted Stock Unit Agreement pursuant to the
    Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.2 to the Companys Form
    8-K filed November 24, 2008 and included herein by reference).+ 10
.14

Form of Quicksilver Resources Canada Inc. Restricted Stock Unit
    Agreement (Cash Settlement) pursuant to the Quicksilver
    Resources Inc. Second Amended and Restated 2006 Equity Plan
    (filed as Exhibit 10.3 to the Companys Form 8-K filed
    November 24, 2008 and included herein by reference).+ 10
.15

Form of Quicksilver Resources Canada Inc. Restricted Stock Unit
    Agreement (Stock Settlement) pursuant to the Quicksilver
    Resources Inc. Second Amended and Restated 2006 Equity Plan
    (filed as Exhibit 10.4 to the Companys Form 8-K filed
    November 24, 2008 and included herein by reference).+ 10
.16

Form of Incentive Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.5 to the Companys Form
    8-K filed May 25, 2006 and included herein by reference).




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##### Table of Contents



Exhibit No.

Sequential Description+ 10
.17

Form of Nonqualified Stock Option Agreement pursuant to the
    Quicksilver Resources Inc. Second Amended and Restated 2006
    Equity Plan (filed as Exhibit 10.6 to the Companys Form
    8-K filed May 25, 2006 and included herein by reference).+ 10
.18

Form of Non-Employee Director Nonqualified Stock Option
    Agreement pursuant to the Quicksilver Resources Inc. Second
    Amended and Restated 2006 Equity Plan (One-Year Vesting) (filed
    as Exhibit 10.8 to the Companys Form 8-K filed May 25,
    2006 and included herein by reference).+ 10
.19

Form of Non-Employee Director Nonqualified Stock Option
    Agreement pursuant to the Quicksilver Resources Inc. Second
    Amended and Restated 2006 Equity Plan (Three-Year Vesting)
    (filed as Exhibit 10.5 to the Companys Form 8-K filed
    November 24, 2008 and included herein by reference).+ 10
.20

Form of Non-Employee Director Restricted Share Agreement
    pursuant to the Quicksilver Resources Inc. Second Amended and
    Restated 2006 Equity Plan (One-Year Vesting) (filed as Exhibit
    10.7 to the Companys Form 8-K filed May 25, 2006 and
    included herein by reference).+ 10
.21

Form of Non-Employee Director Restricted Share Agreement
    pursuant to the Quicksilver Resources Inc. Second Amended and
    Restated 2006 Equity Plan (Three-Year Vesting) (filed as Exhibit
    10.2 to the Companys Form 8-K filed May 25, 2007 and
    included herein by reference).+ 10
.22

Description of Non-Employee Director Compensation for
    Quicksilver Resources Inc. (filed as Exhibit 10.11 to the
    Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.23

Quicksilver Resources Inc. 2007 Executive Bonus Plan (filed as
    Exhibit 10.1 to the Companys Form 8-K filed April 16, 2007
    and included herein by reference).+ 10
.24

Description of 2007 Cash Bonus (filed as Exhibit 10.3 to the
    Companys Form 10-Q filed May 9, 2007 and included herein
    by reference).+ 10
.25

Quicksilver Resources Inc. 2008 Executive Bonus Plan (filed as
    Exhibit 10.1 to the Companys Form 8-K filed December 14,
    2007 and included herein by reference).+ 10
.26

Quicksilver Resources Inc. 2009 Executive Bonus Plan (filed as
    Exhibit 10.10 to the Companys Form 8-K filed November 24,
    2008 and included herein by reference).+ 10
.27

Quicksilver Resources Inc. Amended and Restated Change in
    Control Retention Incentive Plan (filed as Exhibit 10.9 to the
    Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.28

Quicksilver Resources Inc. Second Amended and Restated Key
    Employee Change in Control Retention Incentive Plan (filed as
    Exhibit 10.8 to the Companys Form 8-K filed November 24,
    2008 and included herein by reference).+ 10
.29

Quicksilver Resources Inc. Amended and Restated Executive Change
    in Control Retention Incentive Plan (filed as Exhibit 10.7 to
    the Companys Form 8-K filed November 24, 2008 and included
    herein by reference).+ 10
.30

Form of Director and Officer Indemnification Agreement (filed as
    Exhibit 10.1 to the Companys Form 8-K filed August 26,
    2005 and included herein by reference).10
.31

Amended and Restated Credit Agreement, dated as of February 9,
    2007, among Quicksilver Resources Inc. and the lenders
    identified therein (filed as Exhibit 10.1 to the Companys
    Form 8-K
    filed February 12, 2007 and included herein by reference).10
.32

Amended and Restated Credit Agreement, dated as of February 9,
    2007, among Quicksilver Resources Canada Inc. and the lenders
    and/or agents identified therein (filed as Exhibit 10.2 to the
    Companys Form 8-K filed February 12, 2007 and included
    herein by reference).10
.33

Fourth Amendment to Combined Credit Agreements, dated as of June
    20, 2008, among Quicksilver Resources Inc., Quicksilver
    Resources Canada Inc. and the agents and combined lenders
    identified therein (filed as Exhibit 10.1 to the Companys
    Form 8-K filed June 25, 2008 and included herein by reference).




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##### Table of Contents



Exhibit No.

Sequential Description10
.34

Fifth Amendment to Combined Credit Agreements, dated as of
    August 4, 2008, among Quicksilver Resources Inc., Quicksilver
    Resources Canada Inc. and the agents and combined lenders
    identified therein (filed as Exhibit 10.1 to the Companys
    Form 8-K filed August 5, 2008 and included herein by reference).10
.35

Credit Agreement, dated as of August 8, 2008, among Quicksilver
    Resources Inc., the lenders party thereto and Credit Suisse,
    Cayman Islands Branch, as administrative agent (filed as
    Exhibit 10.1 to the Companys Form 8-K filed August 8,
    2008 and included herein by reference).10
.36

Registration Rights Agreement, dated as of November 1, 2007,
    between Quicksilver Resources Inc. and BreitBurn Energy L.P.
    (filed as Exhibit 10.1 to the Companys Form 8-K filed
    November 7, 2007 and included herein by reference).+10
.37

2007 Equity Plan (filed as Exhibit 99.1 to Quicksilver Gas
    Services LPs Form S-8,
    File No. 333-145326,
    filed August 10, 2007 and included herein by reference).+10
.38

Form of Phantom Unit Award Agreement for Non-Directors (Cash)
    (filed as Exhibit 10.10 to Quicksilver Gas Services LPs
    Form S-1/A, File No. 333-140599, filed July 17, 2007 and
    included herein by reference).+10
.39

Form of Phantom Unit Award Agreement for Non-Directors (Units)
    (filed as Exhibit 10.11 to Quicksilver Gas Services LPs
    Form S-1/A, File No. 333-140599, filed July 25, 2007 and
    included herein by reference).+10
.40

Quicksilver Gas Services LP Annual Bonus Plan (filed as Exhibit
    10.1 to Quicksilver Gas Services LPs Form 8-K, File No.
    001-33631, filed December 13, 2007 and included herein by
    reference).+10
.41

Form of Indemnification Agreement by and between Quicksilver Gas
    Services GP LLC and its officers and directors (filed as Exhibit
    10.7 to Quicksilver Gas Services LPs Form S-1/A,
    File No. 333-140599, filed July 17, 2007 and included
    herein by reference).*** 21
.1

List of subsidiaries of Quicksilver Resources Inc.*** 23
.1

Consent of Deloitte & Touche LLP.*** 23
.2

Consent of Schlumberger Data and Consulting Services.*** 23
.3

Consent of LaRoche Petroleum Consultants, Ltd.* 23
.4

Consent of Schlumberger Data and Consulting Services* 23
.5

Consent of Netherland, Sewell & Associates, Inc.* 23
.6

Consent of PricewaterhouseCoopers LLP*** 24
.1

Power of Attorney* 31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.     *
    
    Filed herewith.**
    
    Excludes schedules and exhibits we agree to furnish
    supplementally to the SEC upon request.***
    
    Filed with the Companys original Annual Report on Form 10-K filed on March 3, 2009.+
    
    Identifies management contracts and compensatory plans or
    arrangements.