ex10_1.htm


    Exhibit 10.1

     

     

    FIFTH AMENDMENT TO COMBINED
CREDIT AGREEMENTS

     

    THIS
FIFTH AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of August 4, 2008 (this
“Amendment”),
is entered into by and among QUICKSILVER RESOURCES INC., a
Delaware corporation (the “U.S.
Borrower”), QUICKSILVER
RESOURCES CANADA INC., an Alberta, Canada corporation (the “Canadian
Borrower”), each of the Lenders (as defined in the U.S. Credit Agreement
(as hereinafter defined)) party hereto (together with its successors and
assigns, the “U.S.
Lenders”), each of the Lenders (as defined in the Canadian Credit
Agreement (as hereinafter defined)) party hereto (together with its successors
and assigns, the “Canadian
Lenders” and, together with the U.S. Lenders, the “Consenting
Combined Lenders”), JPMORGAN CHASE BANK, N.A., as
global administrative agent (in such capacity, the “Global
Administrative Agent”), and JPMORGAN CHASE BANK, N.A., TORONTO
BRANCH, as Canadian administrative agent (in such capacity, the “Canadian
Administrative Agent”).

     

    W I T N E S S E T
H:

     

    1. The U.S.
Borrower, the Global Administrative Agent, the other Agents party thereto and
the U.S. Lenders are parties to that certain Amended and Restated Credit
Agreement dated as of February 9, 2007 (as amended, supplemented, restated or
otherwise modified from time to time, the “U.S.
Credit Agreement”), pursuant to which the U.S. Lenders agreed to make
loans to, and extensions of credit on behalf of, the U.S. Borrower.

     

    2. The
Canadian Borrower, the Global Administrative Agent, the Canadian Administrative
Agent, the other Agents party thereto and the Canadian Lenders are parties to
that certain Amended and Restated Credit Agreement dated as of February 9, 2007
(as amended, supplemented, restated or otherwise modified from time to time, the
“Canadian
Credit Agreement” and, together with the U.S. Credit Agreement, the
“Combined
Credit Agreements”), pursuant to which the Canadian Lenders agreed to
make loans to, and extensions of credit on behalf of, the Canadian
Borrower.

     

    3. The U.S.
Borrower has advised the Global Administrative Agent, the Canadian
Administrative Agent and the Combined Lenders that (a) the U.S. Borrower, in
each case as Purchaser thereunder, has entered into that certain (i) Purchase
and Sale Agreement, dated as of July 3, 2008, with Nortex Minerals, L.P., Petrus
Investment L.P., Petrus Development, L.P. and Perot Investment Partners, Ltd.,
as sellers thereunder (such Purchase and Sale Agreement being referred to herein
as the “Nortex
Purchase Agreement”), and (ii) Purchase and Sale Agreement, dated as of
July 3, 2008, with 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 thereunder (such Purchase and Sale
Agreement being referred to herein as the “Hillwood
Purchase Agreement” and, together with the Nortex Purchase Agreement, the
“Subject
Purchase Agreements”), pursuant to which, and upon the terms and
conditions set forth therein, the U.S. Borrower has agreed to acquire (the
“Subject
Acquisition”) on the Closing Date (as such term is defined in each of the
Subject Purchase Agreements and as such date may be extended in accordance with
the terms of such Subject Purchase Agreements, herein referred to as the “Subject
Acquisition Closing Date”) certain producing, leasehold, royalty and
midstream assets (such acquired midstream assets (which shall not include any
Borrowing Base Properties) being collectively referred to herein as the “Subject
Midstream Assets”) associated with the Barnett Shale formation in the
State of Texas and being defined in the Nortex Purchase Agreement as the “Royalties” and in the
Hillwood Purchase Agreement as the “Assets” (all of which acquired assets being
collectively referred to herein as the “Subject
Assets”) for an aggregate consideration of U.S. $1,307,000,000 (subject
to adjustment in accordance with the terms of the Subject Purchase Agreements,
as so adjusted, the “Subject
Acquisition Consideration”) comprised of (A) U.S. $1,000,000,000 in cash
(subject to adjustment in accordance with the terms of the Subject Purchase
Agreements, as so adjusted, the “Subject
Acquisition Cash Consideration”), and (B) common stock of the U.S.
Borrower having an aggregate market value of U.S. $307,000,000 (as such amount
may be adjusted in accordance with the terms of the Subject Purchase Agreements,
as so adjusted, the “Subject
Equity Consideration”), (b) the U.S. Borrower intends to sell, or cause
to be sold by other Loan Parties, the Subject Midstream Assets to one or more of
the MLP Subsidiaries, which sale shall be made in accordance with the
restrictions on transactions with Affiliates set forth in Section 7.9 of the
U.S. Credit Agreement and Section 7.5 of the Canadian Credit Agreement (the
“Subject
Midstream Assets Sale”), (c) in connection with the Subject Acquisition,
the U.S. Borrower will obtain the Second-Lien Term Loans on the Subject
Acquisition Closing Date under the Second-Lien Credit Agreement in an aggregate
principal amount not to exceed U.S. $700,000,000, and the U.S. Borrower will (i)
borrow such Second-Lien Term Loans on the Subject Acquisition Closing Date and
use the proceeds thereof, together with the proceeds of Loans borrowed by the
U.S. Borrower under the U.S. Credit Agreement on or about the Subject
Acquisition Closing Date, solely to pay the Subject Acquisition Cash
Consideration and fees and expenses incurred or payable by the U.S. Borrower in
connection with the Subject Transactions (as hereinafter defined), and (ii)
grant junior and subordinate Liens (the “Second-Lien
Term Debt Liens”) on the Collateral securing the U.S. Obligations in
favor of the Second-Lien Administrative Agent to secure the Second-Lien Term
Debt, (d) concurrently with obtaining the Second-Lien Term Loans on the Subject
Acquisition Closing Date, the U.S. Borrower will grant junior and subordinate
Liens (the “Permitted
Senior Notes Debt Liens” and, together with the Second-Lien Term Debt
Liens, the “Subject
Second-Liens”) on the Collateral securing the U.S. Obligations in favor
of the holders of the Permitted Senior Notes to secure the Permitted Senior
Notes Debt, which Permitted Senior Notes Debt Liens will be, until the
Second-Lien Termination Date, equal and ratable with the Second-Lien Term Debt
Liens and (e) in connection with the grant of the Subject Second-Liens, the
Global Administrative Agent, the Second-Lien Administrative Agent, the U.S.
Borrower and certain of its Subsidiaries will enter into the Second-Lien
Intercreditor Agreement.  The transactions described in this paragraph
(including, without limitation, (A) the transactions contemplated by the Subject
Purchase Agreements, (B) the transactions contemplated by the Second-Lien Loan
Documents, (C) the Subject Midstream Assets Sale, and (D) the granting of the
Subject Second-Liens to secure the Second-Lien Term Debt and the Permitted
Senior Notes Debt) and the transactions contemplated by this Amendment
(including, without limitation, any amendments to, and consents under, the
Combined Loan Documents which may be effected by this Amendment and actions that
the Loan Parties are required to take in connection herewith on or before the
Subject Acquisition Closing Date) are collectively referred to herein as the
“Subject
Transactions.”

     

    4. The U.S.
Borrower and the Canadian Borrower have requested that the Combined Lenders
consent to the consummation of the Subject Transactions, and, in reliance on the
representations and warranties of the U.S. Borrower and the Canadian Borrower
contained herein, and subject to the terms, and satisfaction or waiver of the
conditions precedent, set forth herein, the Consenting Combined Lenders consent
to the consummation of the Subject Transactions as provided in Section III
hereof.

     

    5. Further,
in connection with the Subject Transactions, the parties to the Combined Credit
Agreements intend to amend the Combined Credit Agreements as
follows:

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

     

    I. Amendments
to U.S. Credit Agreement.  In reliance on the representations
and warranties of the U.S. Borrower and the Canadian Borrower contained herein,
and subject to the terms, and satisfaction of the conditions precedent, set
forth in Section
IV hereof on or prior to the Subject Acquisition Closing Date, the U.S.
Credit Agreement shall be amended effective as of the Subject Acquisition
Closing Date in the manner provided in this Section
I:

     

    A. The
definitions of “Applicable
Margin,” “Canadian
Newco,” “Change of
Control,” “Collateral,”
“Existing
Convertible Note Indenture,” “Existing
Subordinate Note Indenture,” “Guarantor,”
“Guaranty,”
“Loan
Documents,” “Loan
Parties,” “Material
Adverse Effect,” “Material
Subsidiary,” “Permitted
Senior Notes Debt,” “Permitted
Senior Notes Documents,” “Required
Reserve Value” and “U.S.
Required Reserve Value” contained in Section 1.1 of the U.S. Credit
Agreement shall be amended in their entirety to read as follows:

     

    “Applicable
Margin” means:

     

    (a)           for
any day during the Second-Lien Period, and with respect to any Eurodollar Loans,
any ABR Loans, any Specified Rate Swingline Loans or any Commitment Fees payable
hereunder, as the case may be, the applicable percentage rate per annum set
forth below under the caption “Eurodollar Loans”, “ABR Loans”, “Specified Rate
Swingline Loans” or “Commitment Fees”, as the case may be, based on the Global
Borrowing Base Utilization on such date.

     

    
      	
              Global
      Borrowing Base Utilization:

            	
              Eurodollar
      Loan

              (in
      basis points)

            	
              ABR
      Loans (in basis points)

            	
              Specified
      Rate Swingline Loans (in basis points)

            	
              Commitment
      Fees (in basis points)

            
	
              Less
      than 50%

            	
              137.5

            	
              0

            	
              137.5

            	
              25.0

            
	
              50%
      or greater and less than 75%

            	
              162.5

            	
              12.5

            	
              162.5

            	
              30.0

            
	
              75%
      or greater and less than 90%

            	
              187.5

            	
              37.5

            	
              187.5

            	
              35.0

            
	
              90%
      or greater

            	
              212.5

            	
              62.5

            	
              212.5

            	
              37.5

            


    

    


    (b)           for
any day other than a day during the Second-Lien Period, and with respect to any
Eurodollar Loans, any ABR Loans, any Specified Rate Swingline Loans or any
Commitment Fees payable hereunder, as the case may be, the applicable percentage
rate per annum set forth below under the caption “Eurodollar Loans”, “ABR
Loans”, “Specified Rate Swingline Loans” or “Commitment Fees”, as the case may
be, based on the Global Borrowing Base Utilization on such date.

     

    
      	
              Global
      Borrowing Base Utilization:

            	
              Eurodollar
      Loan

              (in
      basis points)

            	
              ABR
      Loans (in basis points)

            	
              Specified
      Rate Swingline Loans (in basis points)

            	
              Commitment
      Fees (in basis points)

            
	
              Less
      than 50%

            	
              112.5

            	
              0

            	
              112.5

            	
              25.0

            
	
              50%
      or greater and less than 75%

            	
              137.5

            	
              0

            	
              137.5

            	
              30.0

            
	
              75%
      or greater and less than 90%

            	
              162.5

            	
              0

            	
              162.5

            	
              35.0

            
	
              90%
      or greater

            	
              187.5

            	
              0

            	
              187.5

            	
              37.5

            


    

    


    In the
case of each of clauses (a) and (b) above, (i) any change in the
Applicable Margin will occur automatically without prior notice upon any change
in the Global Borrowing Base Utilization, and (ii) any 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.

     

    “Canadian
Newco” means Quicksilver Resources Horn River Inc., an Alberta, Canada
corporation and a Wholly-Owned Subsidiary of the Borrower, and the successor by
name change to 1373159 Alberta Ltd., an Alberta, Canada
corporation.

     

    “Change of
Control” means the occurrence, after the date hereof, of any of the
following events: (a) any Person or “group” (within the meaning of Section 13(d)
or 14(d) of the Exchange Act), other than the Darden Group, shall have acquired
ownership, directly or indirectly, beneficially or of record, of Equity
Interests representing more than 35% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Borrower, or
(b) the occupation of a majority of the seats (other than vacant seats) on the
board of directors of the Borrower by Persons who were neither (i) nominated by
the board of directors or the stockholders of the Borrower nor (ii) appointed by
directors a majority of whom was so nominated, or (c) except as permitted by
Section 7.4 and
Section 7.5(a),
the Borrower shall cease to own, directly or indirectly, 100% of the issued and
outstanding Equity Interests of each Guarantor, or (d) during the Second-Lien
Period, a “Change of Control” as defined in any Second-Lien Loan Document, or
(e) during the period when any Indebtedness under the Existing Convertible
Debentures is outstanding, a “Change of Control,” “Change in Control” or similar
event as defined in the Existing Convertible Note Indenture, or (f) during the
period when any Indebtedness under the Existing Subordinate Notes is
outstanding, a “Change of Control,” “Change in Control” or similar event as
defined in the Existing Subordinate Note Indenture, or (g) during the period
when any Permitted Senior Notes Debt is outstanding, a “Change of Control,”
“Change in Control” or similar event as defined in any Permitted Senior Notes,
but only to the extent, in the case of clauses (e), (f) and (g), the occurrence
of any such event gives rise to an obligation of the Borrower or any other Loan
Party to redeem, repay or repurchase, or otherwise offer to redeem, repay or
repurchase, all or any portion of the Permitted Senior Notes Debt or Existing
Subordinate Debt which is not otherwise permitted by the terms of this
Agreement.

     

    “Collateral”
means, collectively, (a) any and all “Collateral” and “Mortgaged Property”, as
defined in the Security Documents and the Canadian Security Documents, and (b)
during the Second-Lien Period, the term “Collateral” shall also include any
other Property of the Borrower or any of its Subsidiaries upon which a Lien has
been granted (or is required to be granted) pursuant to the Second-Lien Loan
Documents or the Permitted Senior Notes Documents to secure the Second-Lien Term
Debt or the Permitted Senior Notes Debt, as applicable, in the case of this
clause (b), to the extent the Borrower and/or any of its Subsidiaries were not
otherwise required to grant Liens in such Property in accordance with the
Combined Loan Documents in effect immediately prior to the effectiveness of the
Fifth Amendment.

     

    “Existing
Convertible Note Indenture” means that certain Indenture dated as of
November 1, 2004, between the Borrower and The Bank of New York Mellon Trust
Company, N.A., as trustee, and any successor trustee, as the same may be
modified, amended, renewed, supplemented, extended, restated, increased or
replaced from time to time to the extent permitted hereunder and under such
Existing Convertible Note Indenture.

     

    “Existing
Subordinate Note Indenture” means that certain Indenture dated as of
December 22, 2005, between the Borrower and The Bank of New York Mellon Trust
Company, N.A., as trustee, and any successor trustee, as supplemented by that
certain (a) First Supplemental Indenture, dated as of March 16, 2006, among the
Borrower, the subsidiary guarantors party thereto and The Bank of New York
Mellon Trust Company, N.A., as trustee, and any successor trustee, (b) Second
Supplemental Indenture, dated as of July 31, 2006, among the Borrower, the
subsidiary guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., as trustee, and any successor trustee, (c) Third Supplemental
Indenture, dated as of September 26, 2006, among the Borrower, the subsidiary
guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as
trustee, and any successor trustee, and (d) Fourth Supplemental Indenture, dated
as of October 31, 2007, among the Borrower, the subsidiary guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, and any
successor trustee, and as the same may be modified, amended, renewed,
supplemented, restated, increased or replaced from time to time to the extent
permitted hereunder and under such Existing Subordinate Note
Indenture.

     

    “Guarantor”
means each Material Subsidiary listed on Exhibit L (except QR
Canada and Foreign Subsidiaries) under the heading “Material Subsidiaries,” (b)
each Subsidiary that is required to execute a Guaranty pursuant to Section 5.15,
(c) each other Subsidiary that Guarantees or is required to Guarantee the
Permitted Senior Notes Debt, and (d) each other Subsidiary that Guarantees or is
required to Guarantee the Second-Lien Term Debt.

     

    “Guaranty”
means a Guaranty by a Guarantor in favor of the Global Administrative Agent,
substantially in the form of Exhibit G, as
amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms of this Agreement and the other Loan
Documents.  The term “Guaranties”
shall include each and every Guaranty executed and delivered by a
Guarantor.

     

    “Loan
Documents” means (a) this Agreement, the Notes, the Security Documents,
the Fee Letter, the Intercreditor Agreement, the Second-Lien Intercreditor
Agreement, the Hedging Agreements between the Borrower or any of its U.S.
Subsidiaries and any Lender or any Affiliate of a then current Lender, any
Borrowing Request, any Interest Election Request, any Additional Lender
Certificate, and any Assignment and Acceptance, and (b) each other agreement,
document or instrument delivered by the Borrower or any other Person in
connection with this Agreement, in each case, as such may be amended, modified,
restated or supplemented from time to time.

     

    “Loan
Parties” means the Borrower, the Guarantors, the Canadian Borrower, and
any Subsidiary of the Borrower and any Subsidiary (as defined in the Canadian
Credit Agreement) of the Canadian Borrower, in each case, that executes a
Combined Loan Document (other than any Subsidiary for which the only Combined
Loan Document it executes is an acknowledgment of a Lien or security interest on
Equity Interests issued by it granted by a Loan Party pursuant to a Combined
Loan Document), for so long as such Combined Loan Document is in
effect.

     

    “Material
Adverse Effect” means a material and adverse effect on (a) the financial
condition, business operations, properties or assets of the Borrower and its
Subsidiaries, taken as a whole, (b) (i) the validity and enforceability of this
Agreement, the Notes, the Security Documents or any other material Combined Loan
Documents, or (ii) the perfection or priority of any material Lien purported to
be created thereby, (c) the right or ability of the Loan Parties to fully,
completely and timely pay and perform their obligations under the Combined Loan
Documents, or (d) the rights and remedies available to the Global Administrative
Agent, the Canadian Administrative Agent, the Issuing Bank, the Issuing Bank (as
defined in the Canadian Credit Agreement) or any Combined Lender under any
Combined Loan Document.

     

    “Material
Subsidiary” means (a) any Subsidiary of the Borrower listed on Exhibit L under the
heading “Material Subsidiaries,” (b) any Subsidiary of the Borrower that (i) is
designated by the Borrower in writing to the Global Administrative Agent as a
Material Subsidiary, (ii) owns Mortgaged Properties or (iii) is a direct or
indirect parent of any Material Subsidiary, and (c) during the Second-Lien
Period, any other Subsidiary of the Borrower that is a Guarantor.

     

    “Permitted
Senior Notes Debt” means the Indebtedness (in addition to, and not
including, Existing Subordinate Debt) of the Borrower outstanding from time to
time under the Permitted Senior Notes Documents (including Guarantees thereof by
Subsidiaries), including all renewals, refinancings, replacements, and
extensions thereof to the extent permitted hereunder and made in accordance with
the terms of the Combined Loan Documents (including Section 7.14), provided, that, after
the Second-Lien Period, all such Indebtedness shall be unsecured.

     

    “Permitted
Senior Notes Documents” means the Permitted Senior Notes, the Permitted
Senior Notes Indenture, and all promissory notes, guarantees, security
agreements, pledge agreements, mortgages, deeds of trust and other documents,
instruments and agreements executed and delivered pursuant to or in connection
with the Permitted Senior Notes Indenture evidencing, guaranteeing, securing or
otherwise pertaining to the Permitted Senior Notes Debt.

     

    “Required
Reserve Value” means Proved Mineral Interests in respect of the Borrowing
Base Properties that in the aggregate have a Recognized Value of (a) during the
Second-Lien Period, not less than ninety-five percent (95%) of the Recognized
Value of all Proved Mineral Interests in respect of the Borrowing Base
Properties held by the Borrower and its Subsidiaries, and (b) at all other
times, not less than eighty percent (80%) of the Recognized Value of all Proved
Mineral Interests in respect of the Borrowing Base Properties held by the
Borrower and its Subsidiaries.

     

    “U.S.
Required Reserve Value” means Proved Mineral Interests in respect of the
U.S. Borrowing Base Properties that have a Recognized Value of (a) during the
Second-Lien Period, not less than ninety-five percent (95%) of the Recognized
Value of all Proved Mineral Interests in respect of the U.S. Borrowing Base
Properties held by the Borrower and its Subsidiaries, and (b) at all other
times, not less than eighty percent (80%) of the Recognized Value of all Proved
Mineral Interests in respect of the U.S. Borrowing Base Properties held by the
Borrower and its Subsidiaries.

     

    B. The
definition of “Permitted
Encumbrances” contained in Section 1.1 of the U.S. Credit Agreement shall
be amended by (i) deleting the word “or” at the end of subsection (s) thereof;
(ii) deleting the existing subsection (t) thereof; and (iii) inserting the
following subsections (t) and (u) after subsection (s) thereof:

     

    “(t)           during
the Second-Lien Period only, Liens in favor of the Second Lien Term Lenders, the
Second-Lien Administrative Agent, the trustee under any Mortgage, the trustee
under the Permitted Senior Notes Indenture and/or the holders of the Permitted
Senior Notes to secure all or any portion of the Second-Lien Term Debt, the
Permitted Senior Notes Debt and any Guarantees by any Subsidiaries of any
thereof, and any other obligations under the Second-Lien Documents and the
Permitted Senior Notes Documents, which Liens are junior, subordinate and
inferior to the Liens created by the Security Documents as provided in the
Second-Lien Intercreditor Agreement; or

     

    (u)           Liens
not otherwise included in this definition so long as (A) neither (i) the
aggregate outstanding principal amount of the obligations of all of the Loan
Parties secured thereby nor (ii) the aggregate fair market value (determined as
of the date such Lien is incurred) of the assets subject thereto exceeds (as to
the Borrower and all Subsidiaries) U.S. $40,000,000 at any one time, and (B)
such Liens do not encumber any Collateral.”

     

    C. Section
1.1 of the U.S. Credit Agreement shall be amended by inserting the definitions
of “BBEP,”
“BBEP
Common Units,” “BBEP Fair
Market Value,” “Draft
Second Lien Credit Agreement,” “Excess
Available Cash,” “Fifth
Amendment,” “Global
Availability,” “Global
Availability Deficiency,” “Midstream
Activities,” “Midstream
Assets,” “MLP
Gathering and Processing Agreement,” “MLP
Omnibus Agreement,” “NYMEX,”
“Permitted
Senior Notes,” “Permitted
Senior Notes Indenture,” “Proved
PV-10 Domestic Value,” “Proved
PV-10 Value,” “PV-10
Reserve Report,” “Second-Lien
Administrative Agent,” “Second-Lien
Credit Agreement,” “Second-Lien
Intercreditor Agreement,” “Second-Lien
Loan Documents,” “Second-Lien
Period,” “Second-Lien
Term Debt,” “Second-Lien
Term Lenders,” “Second-Lien
Term Loans,” “Second-Lien
Termination Date,” “Specified
MLP Assets,” “Subject
Acquisition Closing Date,” “Three
Year Strip Price,” “Total
Debt” and “Total
Secured Debt” in appropriate alphabetical order:

     

    “BBEP”
means BreitBurn Energy Partners L.P., a Delaware limited
partnership.

     

    “BBEP
Common Units” means Common Units of BBEP, and shall include any
securities into or for which such Common Units are reclassified, converted or
exchanged in connection with (a) a consolidation, merger, reorganization or
other business combination transaction to which BBEP is a party and in which
BBEP is the continuing or surviving Person or (b) a transfer of all or
substantially all of the assets of BBEP.

     

    “BBEP Fair
Market Value” means, as of the last day of any Fiscal Quarter, the
product of (a) the average per share closing price of BBEP Common Units, as
reported on the NASDAQ Global Select Market (or, if not the NASDAQ Global Select
Market, the principal securities exchange or inter-dealer quotation system on
which the Common Units are listed or quoted for trading at such time), for each
of the trading days during such Fiscal Quarter (provided, that if, on such
day, BBEP Common Units are not listed or quoted for trading on any nationally
recognized securities exchange or inter-dealer quotation system in the United
States, such average per share closing price shall be deemed to be zero); and
(b) the number of BBEP Common Units owned by the Borrower or any other Loan
Party on such day.

     

    “Designated
Global Oil and Gas Properties” means those Oil and Gas Properties owned
by the Borrower or any other Loan Party, or in which the Borrower or any other
Loan Party has an economic interest, that are included in the then most recently
delivered Proved PV-10 Reserve Report.

     

    “Draft
Second-Lien Credit Agreement” means the draft of the Second Lien Credit
Agreement dated July 30, 2008 attached as Annex I to the Fifth
Amendment.

     

    “Excess
Available Cash” means, at any time, the excess, if any, of (a) the
proceeds of Borrowings and borrowings under the Canadian Credit
Agreement made within 45 days prior to such time over (b) the portion of
such proceeds that has been used, or is reasonably expected by the Borrower to
be used within 46 days after such time, by the Borrower and the other Loan
Parties for working capital and other general corporate purposes.

     

    “Fifth
Amendment” means that certain Fifth Amendment to Combined Credit
Agreements dated as of August 4,  2008, by and among the Borrower, the
Canadian Borrower, the Global Administrative Agent, the Canadian Administrative
Agent and the Combined Lenders party thereto.

     

    “Global
Availability” means, at any time, an amount equal to (a) the lesser of
the Global Commitment and the Global Borrowing Base, in each case, as in effect
at such time minus
(b) Combined Credit Exposure as in effect at such time.

     

    “Global
Availability Deficiency” means, at any time, when (a) the sum of (i) the
Global Availability at such time and (ii) the Excess Available Cash at such time
is less than (b) the greater of (i) 10% of the Global Borrowing Base at such
time and (ii) $100,000,000.

     

    “Midstream
Activities” means, with respect to any Person, collectively, the
treatment, processing, gathering, dehydration, compression, blending,
transportation, storage, transmission, marketing, buying or selling or other
disposition, whether for such Person’s own account or for the account of others,
of oil, natural gas, natural gas liquids or other liquid or gaseous
hydrocarbons, including that used for fuel or consumed in the foregoing
activities; provided, that
“Midstream Activities” shall in no event include the drilling, completion or
servicing of oil or gas wells, including, without limitation, the ownership of
drilling rigs.

     

    “Midstream
Assets” means, collectively, (a) the “Subject Midstream Assets” as
defined in the Fifth Amendment, and (b) other assets useful in any of the MLP
Subsidiaries’ Midstream Activities, which in each case include pipeline and gas
processing assets, but which do not include any Borrowing Base Properties owned
by any Loan Party.

     

    “MLP
Gathering and Processing Agreement” means that certain Fifth Amended and
Restated Cowtown Gas Facilities Gas Gathering and Processing Agreement, dated as
of August 10, 2007, among the Borrower, Pipeline Partners and Processing
Partners.

     

    “MLP
Omnibus Agreement” means that certain Omnibus Agreement, dated as of
August 10, 2007, among the General Partner, the MLP, Operating LLC and the
Borrower.

     

    “NYMEX”
means the New York Mercantile Exchange.

     

    “Permitted
Senior Notes” means, collectively, each of the Borrower’s 81⁄4% Senior
Notes due 2015, as amended, restated, renewed, extended, supplemented, replaced
or otherwise modified from time to time to the extent permitted hereunder and
under the Permitted Senior Notes Indenture.

     

    “Permitted
Senior Notes Indenture” means that certain Indenture dated as of December
22, 2005, between the Borrower and The Bank of New York Mellon Trust Company,
N.A. (as successor by merger), as trustee, and any successor trustees, as
supplemented by that certain (a) Fifth Supplemental Indenture dated as of June
27, 2008, among the Borrower, the subsidiary guarantors party thereto and The
Bank of New York Mellon Trust Company, N.A. (as successor by merger), as
trustee, and any successor trustees, and (b) Sixth Supplemental Indenture
dated as of July 10, 2008, among the Borrower, the subsidiary guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A. (as successor by
merger), as trustee, and any successor trustees, and as the same may be amended,
restated, renewed, extended, supplemented, replaced or otherwise modified from
time to time to the extent permitted hereunder and under such Permitted Senior
Notes Indenture.

     

    “Proved
PV-10 Domestic Value” means, as of any date, the present value of
estimated future net cash flows to be realized from Proved Mineral Interests
attributable to Designated Oil and Gas Properties of the Loan Parties located in
the United States, as set forth in the PV-10 Reserve Report most recently
delivered pursuant hereto prior to such date, calculated in accordance with the
rules and regulations of the SEC in effect from time to time and using the
Three-Year Strip Price for crude oil (WTI) and natural gas (Henry Hub), as
quoted on the NYMEX as of the date as of which the information set forth in such
PV-10 Reserve Report is provided (as adjusted for basis differentials), and
discounted using an annual discount rate of 10%.  The amount of Proved
PV-10 Domestic Value at any time (a) shall be calculated on a pro forma basis
for dispositions and acquisitions of Designated Oil and Gas Properties located
in the United States consummated by the Loan Parties since the date of the PV-10
Reserve Report most recently delivered pursuant hereto prior to such time (provided that, in the
case of any such acquisition, the Administrative Agent shall have received a
PV-10 Reserve Report evaluating the Proved Mineral Interests attributable to the
Designated Oil and Gas Properties located in the United States subject thereto
in form and substance reasonably acceptable to the Administrative Agent and
accompanied by such certifications as to the matters set forth therein as the
Administrative Agent may reasonably request) and (b) shall be adjusted to give
effect to the Hedge Agreements in respect of Oil and Gas Hedge Transactions of
the United States Loan Parties then in effect.

     

    “Proved
PV-10 Value” means, as of any date, the present value of estimated future
net cash flows to be realized from Proved Mineral Interests attributable to
Designated Oil and Gas Properties of the Loan Parties, as set forth in the PV-10
Reserve Report most recently delivered pursuant hereto prior to such date,
calculated in accordance with the rules and regulations of the SEC in effect
from time to time and using the Three-Year Strip Price for crude oil (WTI) and
natural gas (Henry Hub), as quoted on the NYMEX as of the date as of which the
information set forth in such PV-10 Reserve Report is provided (as adjusted for
basis differentials), and discounted using an annual discount rate of
10%.  The amount of Proved PV-10 Value at any time (a) shall be
calculated on a pro forma basis for dispositions and acquisitions of Designated
Oil and Gas Properties consummated by the Loan Parties since the date of the
PV-10 Reserve Report most recently delivered pursuant hereto prior to such time
(provided that,
in the case of any such acquisition, the Administrative Agent shall have
received a PV-10 Reserve Report evaluating the Proved Mineral Interests
attributable to the Designated Oil and Gas Properties subject thereto in form
and substance reasonably acceptable to the Administrative Agent and accompanied
by such certifications as to the matters set forth therein as the Administrative
Agent may reasonably request) and (b) shall be adjusted to give effect to the
Hedge Agreements in respect of Oil and Gas Hedge Transactions of the Loan
Parties then in effect.

     

    “PV-10
Reserve Report” means any reserve report delivered pursuant to the
definitions of the terms “Proved PV-10 Value” and “Proved PV-10 Domestic
Value”.  For purposes hereof, references to the “most recent PV-10
Reserve Report delivered pursuant hereto” and words of similar import shall be
deemed to refer to both (i) the most recent PV-10 Reserve Report delivered
pursuant hereto with respect to the Oil and Gas Properties of the Loan Parties
located in the United States and (ii) the most recent PV-10 Reserve Report
delivered pursuant hereto with respect to the Oil and Gas Properties of the Loan
Parties located in Canada.

     

    “Second-Lien
Administrative Agent” has the meaning given to the term “Administrative
Agent” (or any comparable term) in the Second-Lien Credit
Agreement.

     

    “Second-Lien
Credit Agreement” means the Credit Agreement entered into as of the
Subject Acquisition Closing Date among the Borrower, the Second-Lien Term
Lenders party thereto, the Second-Lien Administrative Agent and the other agents
and arrangers party thereto, as may be amended, restated, renewed, extended,
supplemented, replaced or otherwise modified from time to time to the extent
permitted hereunder, under such Second-Lien Credit Agreement and under the
Second-Lien Intercreditor Agreement.

     

    “Second-Lien
Intercreditor Agreement” means the Intercreditor Agreement, dated as of
the Subject Acquisition Closing Date, substantially in the form attached as
Exhibit O,
among the Global Administrative Agent, the Second-Lien Administrative Agent and
the other parties thereto (as applicable), as the same may be amended, restated,
supplemented or otherwise modified from time to time.

     

    “Second-Lien
Loan Documents” has the meaning given to the term “Loan Documents” (or
comparable term) in the Second-Lien Credit Agreement.

     

    “Second-Lien
Period” means the period from and including the Subject Acquisition
Closing Date to and including the Second-Lien Termination Date.

     

    “Second-Lien
Term Debt” means the Indebtedness of the Borrower outstanding from time
to time under the Second-Lien Credit Agreement (including Guarantees thereof by
Subsidiaries), including all renewals, refinancings, replacements and extensions
thereof to the extent permitted hereunder and under the Second-Lien
Intercreditor Agreement and made in accordance with the terms of the Combined
Loan Documents (including Section 7.14).

     

    “Second-Lien
Term Lenders” has the meaning given to the term “Lenders” (or comparable
term) in the Second-Lien Credit Agreement.

     

    “Second-Lien
Term Loans” has the meaning given to the term “Loans” (or comparable
term) in the Second Lien Credit Agreement.

     

    “Second-Lien
Termination Date” means the date on which all of the following shall have
occurred:

     

    (a)           all
of the Second-Lien Term Debt (other than contingent expense reimbursement and
indemnification obligations) has been paid in full;

     

    (b)           the
Second-Lien Loan Documents have been terminated (except as to expense
reimbursement and indemnification provisions and other provisions contained
therein that are customarily stated to survive any termination, such as
confidentiality); and

     

    (c)           all
Liens securing the Second-Lien Term Debt and the Permitted Senior Notes Debt
have been released or terminated.

     

    “Specified
MLP Assets” means all of the assets that any of the MLP Subsidiaries have
an obligation or option to purchase from the Borrower or any other Loan Party
pursuant to Section 4.4 of the MLP Gathering and Processing Agreement and
Sections 2.2(b) and 2.3 of the MLP Omnibus Agreement.

     

    “Subject
Acquisition Closing Date” has the meaning given to the term “Subject
Acquisition Closing Date” in the Fifth Amendment.

     

    “Three-Year
Strip Price” means, as of any date, (a) for the 36 month period
commencing with the month immediately following the month in which such date
occurs, the monthly futures contract prices for crude oil and natural gas for
the 36 succeeding months as quoted on the NYMEX and (b) for periods after such
36-month period, the average of such quoted prices for the period from and
including the 25th month in such 36-month period through the 36th month in such
period.

     

    “Total
Debt” means, as of any date, the sum, without duplication, of (a) the
aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries
outstanding as of such date, in the amount that would be reflected on a balance
sheet prepared as of such date on a consolidated basis in accordance with GAAP,
but excluding Indebtedness of any Person that is not a Loan Party except to the
extent such Indebtedness constitutes Indebtedness of a Loan Party (including
pursuant to a Guarantee), and (b) the aggregate principal amount of Indebtedness
of any Person that is not a Loan Party that is Guaranteed as of such date by the
Borrower or any other Loan Party.

     

    “Total
Secured Debt” means, at any time, Total Debt that is secured by or arises
in connection with a Lien on any asset of the Borrower or any other Loan
Party.

     

    D. Section
3.2 of the U.S. Credit Agreement shall be amended in its entirety to read as
follows:

     

    “SECTION
3.2  Loan
Party and Governmental Authorization; Contravention.  The
execution, delivery and performance of this Agreement and the other Loan
Documents by each Loan Party (to the extent each Loan Party is a party to this
Agreement and such Loan Documents) (a) are within such Loan Party’s corporate,
partnership or limited liability company powers, (b) when executed will be duly
authorized by all necessary corporate, partnership or limited liability company
action, (c) require no action by or in respect of, or filing with, any
Governmental Authority (other than (i) actions or filings pursuant to the
Exchange Act, (ii) actions or filings necessary to create or perfect the Liens
required hereby or by any other Combined Loan Document, (iii) actions or filings
that have been taken or made and are in full force and effect, and (iv) actions
or filings which, if not taken or made, would not reasonably be expected to have
a Material Adverse Effect) and (d) do not (i) contravene, or constitute a
default under, any provision of (A) applicable Governmental Rule (including,
without limitation, Regulation U), except any contravention or default that
would not reasonably be expected to have a Material Adverse Effect, (B) the
articles or certificate of incorporation, bylaws, regulations, partnership
agreement or comparable charter documents of any Loan Party, or (C) any
agreement, judgment, injunction, order, decree or other instrument binding upon
any Loan Party, including, without limitation, any Existing Subordinate Note
Document, any Permitted Senior Notes Document or any Second-Lien Loan Document,
except any contravention or default that would not reasonably be expected to
have a Material Adverse Effect and, with respect to the Existing Convertible
Debentures and Existing Convertible Note Indenture, assuming that any repurchase
of the Existing Convertible Debentures pursuant to Section 3.06 of the Existing
Convertible Note Indenture, and that any payment of the Existing Subordinate
Notes, is made (1) at a time at which immediately before and after giving effect
to such repurchase no Default, Event of Default, Global Borrowing Base
Deficiency, U.S. Borrowing Base Deficiency or Global Availability Deficiency has
occurred and is continuing or results therefrom, (2) with the proceeds from the
sale of shares of common stock of the Borrower, or (3) in compliance with the
last sentence of Section 7.14, or (ii)
result in the creation or imposition of any Lien on any Borrowing Base Property
or Collateral other than the Liens securing the Combined
Obligations.”

     

    E. Section
3.21 of the U.S. Credit Agreement shall be amended by (i) deleting the word “or”
at the end of clause (c) of the first sentence thereof, and (ii) inserting the
following after clause (d) thereof:

     

    “, or (e)
if the Borrower elects and so long as, and only so long as, both immediately
before and after giving effect to such Borrowing, no Global Borrowing Base
Deficiency, U.S. Borrowing Base Deficiency or Global Availability Deficiency
exists and is continuing or results therefrom, to pay the Borrower’s obligations
under the Second-Lien Credit Agreement”

     

    F. Section
5.17 of the U.S. Credit Agreement shall be amended by inserting the following
new clause (g) at the end of such Section following clause (f)
thereof:

     

    “(g)           Notwithstanding
any other provision contained herein, in the event that the Second-Lien Credit
Agreement contains any covenant in Articles V, VI or VII of the Second-Lien
Credit Agreement (other than Sections 7.07 and 7.13 of the Second-Lien
Credit Agreement), in each case, taken as a whole after giving effect to all
differences in definitions that are directly or indirectly used therein, that is
either more restrictive than the corresponding covenant contained herein taken
as a whole or not comparable to, or new or different from, any covenant
contained herein, this Agreement shall be deemed to have been amended, if and
only for so long as the Second-Lien Period is in effect, to incorporate such
covenant, mutatis mutandis, into
Article V, VI or VII hereof, as applicable, in replacement of the
applicable corresponding covenant in this Agreement or, if no such corresponding
covenant exists, as a new covenant in any such Article (as such covenant may be
amended or waived from time to time under the Second-Lien Credit
Agreement).  In connection with the foregoing, the parties hereto
further agree to execute any amendment or consent documentation the sole purpose
of which is to implement conforming amendments and modifications to this
Agreement and/or any other Loan Document as the Global Administrative Agent
determines to be appropriate and necessary in its reasonable discretion to
effectuate the intent of the foregoing sentence.”

     

    G. Article
VI of the U.S. Credit Agreement shall be amended by inserting the following
Section 6.3 and Section 6.4 to such Article:

     

    “SECTION
6.3 Total
Debt Asset Coverage Ratio.  During the Second-Lien Period, the
Borrower will not permit, as of the last day of any Fiscal Quarter, the ratio of
(a) the sum of (i) the Proved PV-10 Value as of such day plus (ii) 50% of the BBEP
Fair Market Value as of such day, to (b) the Total Debt as of such day to be
less than 1.50 to 1.00.

     

    SECTION
6.4 Total
Secured Debt Asset Coverage Ratio.  During the Second-Lien
Period, the Borrower will not permit, as of the last day of any Fiscal Quarter,
the ratio of (a) the sum of (i) the Proved PV-10 Value as of such day plus (ii) 50% of the BBEP
Fair Market Value as of such day, to (b) the Total Secured Debt as of such day
to be less than the ratio set forth below opposite the period that includes such
day:

     

    
      	
              Period

            	
              Ratio

            
	
              September
      30, 2008 to September 30, 2010

            	
              2.00
      to 1.00

            
	
              December
      31, 2010 and thereafter

            	
              2.25
      to 1.00

            


    

    


     

    H. Section
7.1 of the U.S. Credit Agreement shall be amended by (i) deleting the word “and”
at the end of clause (p) thereof, (ii) inserting the word “and” at the end of
clause (q) thereof, (iii) inserting the following clause (r) after clause (q)
thereof:

     

    “(r)           the
Second-Lien Term Debt; provided, however, that the
aggregate principal amount of such Second-Lien Term Debt does not exceed U.S.
$700,000,000;”

     

    and (iv)
revising the proviso following subsection (r) thereof to read in full as
follows:

     

    “provided, that, the
Borrower may not incur new Indebtedness (other than (i) the renewal, extension,
refinancing or replacement of the Existing Subordinate Debt, the Permitted
Senior Notes Debt or the Second-Lien Term Debt; provided, that any
such renewal, extension, refinancing or replacement of any such Indebtedness
shall not result in (A) an increase in the maximum aggregate principal amount of
such Indebtedness, except to the extent such increase is in the amount of
customary fees and expenses incurred by the Borrower or any other Loan Party in
connection with any such renewal, extension, refinancing or replacement, (B) an
increase in the rate of interest payable in cash with respect to such
Indebtedness, (C) any Liens securing such Indebtedness being extended to
any additional property of any Loan Party, except in accordance with the
documentation relating to such Indebtedness in effect immediately prior to such
renewal, extension, refinancing or replacement, (D) any Loan Party that is not
obligated with respect to repayment of such Indebtedness immediately prior to
such renewal, extension, refinancing or replacement thereof being required to
become obligated with respect thereto, except in accordance with the
documentation relating to such Indebtedness in effect immediately prior to such
renewal, extension, refinancing or replacement, (E) a shortening of the average
weighted maturity of the Indebtedness so extended, refinanced, replaced or
renewed, (F) terms less favorable to the obligor thereunder than the terms of
such Indebtedness in effect immediately prior to such renewal, extension,
refinancing or replacement thereof and (G) if such Indebtedness that is renewed,
extended, refinanced or replaced was subordinated in right of payment to the
Obligations, subordination terms and conditions that are less favorable to the
Global Administrative Agent and the Lenders as those that were applicable to the
renewed, extended, refinanced or replaced Indebtedness, and (ii) Guarantees by
any Subsidiaries thereof to the extent the same is incurred in accordance with
Section 7.14) described in clauses (f), (i), (j), (o) and (r) above at any time
that a Default, Event of Default, Global Borrowing Base Deficiency or U.S.
Borrowing Base Deficiency has occurred and is continuing.”

     

    I. Section
7.5(a) of the U.S. Credit Agreement shall be amended by (i) deleting the words
“and/or” at the end of clause (xi) thereof, and (ii) inserting the following
clauses (xiii) and (xiv) after clause (xii) thereof:

     

    “(xiii)                      the
sale, transfer or disposition of the Specified MLP Assets to any of the MLP
Subsidiaries in accordance with the applicable provisions of the MLP Gathering
and Processing Agreement and/or the MLP Omnibus Agreement, and/or

     

    (xiv)                      the
sale, transfer or disposition of any of the Midstream Assets to any of the MLP
Subsidiaries, provided that any such sale, transfer or disposition is made in
accordance with Section 7.9 hereof;”

     

    J. Section
7.5(b) of the U.S. Credit Agreement shall be amended by inserting the following
provision after the references to the word “assets” which appear at the end of
both clause (i) and clause (ii) of such Section:

     

    “,
including, without limitation, any Liens in favor of the Second-Lien Term
Lenders, the Second-Lien Administrative Agent, the trustee under any Mortgage,
the trustee under the Permitted Senior Notes Indenture and/or the holders of the
Permitted Senior Notes securing the Second-Lien Term Debt and/or the Permitted
Senior Notes Debt”.

     

    K. Section
7.6 of the U.S. Credit Agreement shall be amended in its entirety to read as
follows:

     

    “SECTION
7.6  Amendments
to Organizational Documents; Other Material Agreements.  The
Borrower will not, nor will the Borrower permit any other Loan Party to, enter
into or permit any modification or amendment of, or waive any material right or
obligations of any Person under, (a) its Organic Documents (other than
amendments, modifications and waivers which would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect), (b) the
Existing Subordinate Note Documents, (c) the Permitted Senior Notes Documents,
and (d) the Second-Lien Loan Documents; provided, that the
Borrower may enter into or obtain amendments, modifications or waivers to or
under any of the Existing Subordinate Note Documents, the Permitted Senior Notes
Documents or the Second-Lien Loan Documents which do not provide for or have any
of the following effects:  (i) cause (A) the outstanding principal
balance of the Existing Subordinate Debt to exceed U.S. $500,000,000 at any
time, (B) the outstanding principal balance of the Permitted Senior Notes Debt
to exceed U.S. $500,000,000 at any time, and (C) the outstanding principal
balance of the Second-Lien Term Debt to exceed U.S. $700,000,000 at any time (in
each case, as reduced by any principal payments, prepayments or redemptions to
the extent permitted (or not prohibited) by Section 7.14 hereof
or any other principal payments hereafter made with the express written consent
of the Majority Lenders); (ii) increase the amount of any scheduled payment of
principal or interest on the Existing Subordinate Debt, Permitted Senior Notes
Debt or Second-Lien Term Debt; (iii) hasten or accelerate the date upon which
any installment of principal or interest of any Existing Subordinate Debt, any
Permitted Senior Notes Debt or any Second-Lien Term Debt is due or otherwise
accelerate the amortization schedule with respect to such Existing Subordinate
Debt, Permitted Senior Notes Debt or Second-Lien Term Debt; (iv) increase the
rate of interest payable in cash accruing on the Existing Subordinate Debt,
Permitted Senior Notes Debt or Second-Lien Term Debt (other than (x) any
increase to the coupon rate (i.e., the stated rate of
interest) on the Permitted Senior Notes not in excess of 9% per annum or (y) an
increase to the “Default Rate” (or comparable term) in the circumstances
provided for in the Existing Subordinate Note Documents, the Permitted Senior
Notes Documents or the Second-Lien Loan Documents, as applicable, or impose any
additional premium or penalty in connection with the prepayment or late payment
of the Existing Subordinate Debt, Permitted Senior Notes Debt or Second-Lien
Term Debt; (v) subject to the last proviso of this Section 7.6, provide
for the payment of additional fees, or for any increase in existing fees, in
connection with the Existing Subordinate Debt, Permitted Senior Notes Debt or
Second-Lien Term Debt; or (vi) amend or modify any covenant, obligation or
default of the Borrower or any applicable Subsidiary contained in the Existing
Subordinate Note Documents, Permitted Senior Notes Documents or the Second-Lien
Loan Documents (including, without limitation, financial ratios) in a manner
which makes such covenants, obligations or defaults materially more restrictive
or onerous than those contained in, (1) in the case of the applicable Existing
Subordinate Note Documents, the Existing Subordinate Note Documents as in effect
on the Global Effective Date or in the Combined Credit Agreements as then in
effect, (2) in the case of the Permitted Senior Notes Documents, the Permitted
Senior Notes Documents as in effect on the date the Permitted Senior Notes Debt
was issued and such documents were first entered into by the Borrower or
applicable Subsidiary thereof (without giving effect to any subsequent amendment
or modification) other than the Sixth Supplemental Indenture dated as of July
10, 2008, or in the Combined Credit Agreements as then in effect, or (3) in the
case of the Second-Lien Loan Documents, the Second-Lien Loan Documents as in
effect on the Subject Acquisition Closing Date or in the Combined Credit
Agreements as then in effect, provided, that the
Borrower may enter into or obtain amendments or modifications under the
Second-Lien Loan Documents which are expressly permitted by the terms of the
Second-Lien Intercreditor Agreement; provided, however, that,
notwithstanding the foregoing or anything else to the contrary contained in any
Combined Loan Document, any agent, any trustee and any holder of Existing
Subordinate Debt, any holder of Permitted Senior Notes or any Second-Lien Term
Lender shall be entitled to receive fees for amendments (to the extent such
amendments are permitted hereby), providing consents, waiving defaults or
granting forbearances (but solely to the extent such fees are customary, do not
exceed market rates and are permitted by the Existing Subordinate Note
Documents, the Permitted Senior Notes Documents and the Second-Lien Loan
Documents or otherwise approved by the Global Administrative Agent), and to the
reimbursement of any reasonable out-of-pocket expenses (including fees and
expenses of attorneys, appraisers, consultants and advisors) relating thereto in
accordance with the terms of the Existing Subordinate Note Documents, the
Permitted Senior Notes Documents and the Second-Lien Loan Documents,
respectively.”

     

    L. Section
7.14 of the U.S. Credit Agreement shall be amended in its entirety to read as
follows:

     

    “SECTION
7.14  Existing
Subordinate Debt, Permitted Senior Notes Debt, Second-Lien Term Debt and Falcon
Seaboard Settlement Agreement.  In addition to the other
restrictions contained in this Article VII, the
Borrower will not, nor will the Borrower permit any other Loan Party to,
directly or indirectly, (a) make any payment of principal or any other item of
any Existing Subordinate Debt (other than accrued interest thereon and
reasonable fees and expenses incurred in accordance with the terms thereof and
Restricted Payments made with respect to any Existing Subordinate Debt in
accordance with Section 7.2 to
repurchase fractional shares of the Borrower’s Equity Interests that arise or
result from the conversion of any such Existing Subordinate Debt) or payment in
respect of the purchase, repurchase, redemption or defeasance of principal or
such other item of Existing Subordinate Debt (other than accrued interest
thereon and reasonable fees and expenses incurred in accordance with the terms
thereof and Restricted Payments made with respect to any Existing Subordinate
Debt in accordance with Section 7.2 to
repurchase fractional shares of the Borrower’s Equity Interests that arise or
result from the conversion of any such Existing Subordinate Debt) at any time
prior to the earlier of (i) the termination of all Commitments and Canadian
Commitments, the payment and performance in full of the Combined Obligations,
the termination or expiration of all Letters of Credit and the “Letters of
Credit” (as defined in the Canadian Credit Agreement), and the termination or
payment of all “Bankers’ Acceptances” (as defined in the Canadian Credit
Agreement) and (ii) the scheduled maturity of such Existing Subordinate Debt;
(b) make any prepayment of interest on any Existing Subordinate Debt prior to
the time that such interest is due except as expressly permitted by the terms
hereof and by the terms of the documentation evidencing or governing such
Existing Subordinate Debt; (c) permit (x) the outstanding principal balance of
all Existing Subordinate Debt to exceed U.S. $500,000,000 at any time, (y) the
outstanding principal balance of all Permitted Senior Notes Debt to exceed U.S.
$500,000,000 at any time, and (z) the outstanding principal balance of all
Second-Lien Term Debt to exceed U.S. $700,000,000 at any time (in each case, as
reduced by any principal payments, prepayments or redemptions to the extent
permitted (or not prohibited) by this Section 7.14 or any
other principal payments hereafter made with the express written consent of the
Majority Lenders); (d) make any delivery on or with respect to the Falcon
Seaboard Settlement Agreement, except as expressly permitted by the terms of the
Falcon Seaboard Settlement Agreement; or (e) make any optional or voluntary
payment or prepayment of principal, interest or any other item of any
Second-Lien Term Debt or Permitted Senior Notes Debt, or any optional or
voluntary payment in respect of the purchase, repurchase, redemption or
defeasance of principal, interest or other item of such Second Lien Term Debt or
Permitted Senior Notes Debt, at any time prior to the earlier of (i) the
termination of all Commitments and Canadian Commitments, the payment and
performance in full of the Combined Obligations, the termination or expiration
of all Letters of Credit and the “Letters of Credit” (as defined in the Canadian
Credit Agreement), and the termination or payment of all “Bankers’ Acceptances”
(as defined in the Canadian Credit Agreement) and (ii) the scheduled maturity of
such Second Lien Term Debt or Permitted Senior Notes Debt, as applicable; provided, however, that, the
Borrower and/or any Subsidiaries may (x) deliver gas volumes at any time and
from time to time prior to the stated delivery date thereof by Borrower or any
Affiliate of Borrower, or settle in cash at any time and from time to time the
Borrower’s obligations, under the Falcon Seaboard Settlement Agreement, (y)
prepay or pay, or purchase, repurchase, redeem or defease, at any time and from
time to time all or a portion of the principal of, and interest on and any other
item payable with respect to, the Existing Subordinate Debt, prior to the
applicable scheduled maturity thereof, and may pay, purchase, repurchase, redeem
or defease the Existing Subordinate Debt on or after the applicable maturity
date therefor, and (z) may optionally or voluntarily prepay, pay, purchase,
repurchase, redeem or defease at any time and from time to time all or any
portion of the principal of, and interest on and any other item payable with
respect to, any of the Permitted Senior Notes Debt and/or the Second-Lien Term
Debt prior to the applicable scheduled maturity date thereof, and may pay,
purchase, repurchase, redeem or defease the Permitted Senior Notes Debt and/or
the Second Lien Term Debt after the applicable maturity date therefor, in the
case of each of clauses (x), (y) and (z), (i) so long as, and only so long as,
both immediately before and after giving effect to such prepayment, payment,
purchase, repurchase, redemption or defeasance, no Default, Event of Default,
Global Borrowing Base Deficiency, U.S. Borrowing Base Deficiency or Global
Availability Deficiency exists and is continuing or results therefrom, or (ii)
if and to the extent such prepayment, payment, purchase, repurchase, redemption
or defeasance is made with shares of common stock of the Borrower and/or the
proceeds from the sale or issuance of the common stock of the
Borrower.  Notwithstanding anything to the contrary contained in any
Combined Loan Document, the Borrower shall be permitted to (A) extend, renew,
refinance or replace the Existing Subordinate Debt, the Permitted Senior Notes
Debt and/or the Second-Lien Term Debt at any time so long as the final maturity
date of any such extension, renewal, refinancing or replacement is no earlier
than six (6) months after the Maturity Date and/or (B) repay, prepay, purchase,
repurchase, redeem, or defease any of the Existing Subordinate Debt, the
Permitted Senior Notes Debt and/or the Second-Lien Term Debt using (i) proceeds
of the issuance of common stock of the Borrower or (ii) shares of common stock
of the Borrower.”

     

    M. Article
VII of the U.S. Credit Agreement shall be amended to add the new Section 7.16 at
the end thereof which shall read in full as follows:

     

    “SECTION
7.16  Additional
Global Borrowing Base and U.S. Borrowing Base
Restrictions.Notwithstanding anything herein to the contrary, until the
Second-Lien Termination Date, neither the Global Borrowing Base nor the U.S.
Borrowing Base shall be increased to an amount, in each case, greater than (a)
U.S. $1,200,000,000 or (2) thirty percent (30%) of the Adjusted Consolidated Net
Tangible Assets (as defined in the Draft Second-Lien Credit Agreement) at such
time, unless the Borrower has submitted evidence reasonably satisfactory to the
Global Administrative Agent that such increase in the Global Borrowing Base or
U.S. Borrowing Base, as applicable, is permitted at such time under the
Second-Lien Loan Documents.”

     

    N. Section
8.1 of the U.S. Credit Agreement shall be amended by (i) restating subsection
(n) thereof in its entirety to read as follows:

     

    “(n)           a
“Default” or “Event of Default” under, and as each such term is defined in, each
material Existing Subordinate Note Document, including, without limitation, the
Existing Subordinate Note Indenture and the Existing Convertible Note Indenture,
each material Permitted Senior Notes Document, and each material Second-Lien
Loan Document, shall occur and be continuing;”

     

    (ii) deleting
the word “or” at the end of clause (o) thereof;

     

    (iii) inserting
“; or” at the end of clause (p) thereof; and

     

    (iv) inserting
the following clause (q) after clause (p) thereof:

     

    “(q)           (i)
the Liens securing the Second-Lien Term Debt, the Permitted Senior Notes Debt
and/or any Guarantees thereof shall cease, for any reason, to be, or shall be
asserted by any Loan Party, any Second-Lien Term Lender, the Second-Lien
Administrative Agent, the trustee under the Permitted Senior Notes Indenture or
any holder of any Permitted Senior Notes Debt not to be, validly subordinated to
the Liens securing the Combined Obligations to the extent provided or required
by the Second-Lien Intercreditor Agreement or (ii) the Liens securing the
Combined Obligations and the Combined Obligations themselves shall cease to
constitute, or shall be asserted by any Loan Party, any Second-Lien Term Lender,
the Second-Lien Administrative Agent, the trustee under the Permitted Senior
Notes or any holder of any Permitted Senior Notes Debt not to constitute, “First
Priority Liens” or “First Lien Obligations” (or any comparable terms),
respectively, under and to the extent required by the Second-Lien Intercreditor
Agreement.”

     

    O. Section
10.08 of the U.S. Credit Agreement shall be amended by (i) replacing the
reference to “or any of its Subsidiaries” in the first sentence of such Section
with “or any other Loan Party” and (ii) replacing the reference to “its
Subsidiaries” in the second sentence of such Section with “the other Loan
Parties”.

     

    P. Section
10.17 of the U.S. Credit Agreement shall be amended in its entirety to read as
follows:

     

    “SECTION
10.17  Intercreditor
Agreement; Second-Lien Intercreditor Agreement; Security Documents;
Designation.  Each Lender on behalf of itself and any Affiliate
which is a counterparty to a Hedging Agreement acknowledges and agrees that the
Global Administrative Agent has entered into (or will enter into) the
Intercreditor Agreement, the Second-Lien Intercreditor Agreement and the
Security Documents on behalf of itself, the other Agents, Lenders and Affiliates
thereof that are parties to a Hedge Transaction, and each of them (by their
signature hereto or to the Fifth Amendment, or otherwise by their acceptance of
the benefits of the Security Documents) hereby authorizes the Global
Administrative Agent to enter into, and hereby agree to be bound by the terms
of, the Intercreditor Agreement, the Second-Lien Intercreditor Agreement and
such Security Documents, acknowledge receipt of copies of the Intercreditor
Agreement, the Second-Lien Intercreditor Agreement and such Security Documents
and consent to the rights, powers, remedies, indemnities and exculpations given
to the Global Administrative Agent thereunder.  For so long as the
Intercreditor Agreement shall be in effect, the terms and conditions of this
Agreement and the other Loan Documents are subject to the terms of the
Intercreditor Agreement.  In the event of any inconsistency between
this Agreement or any other Loan Document and the terms of the Intercreditor
Agreement, the Intercreditor Agreement shall control.  In the event of
any inconsistency between this Agreement and the terms of any other Loan
Document (other than the Intercreditor Agreement), this Agreement shall
control.  Each Lender agrees to its Designation as set forth on Schedule
2.1.  In furtherance of the foregoing, each Lender party to the
Fifth Amendment, on behalf of itself and its successors and assigns, agrees
that it will not consent to, and will exercise its voting and other consensual
rights under the Loan Documents in opposition to, any action that would be
inconsistent with any acknowledgment, agreement, consent or waiver made by the
Global Administrative Agent in the Intercreditor Agreement or in the Second-Lien
Intercreditor Agreement.”

     

    Q. Exhibit L
to the U.S. Credit Agreement shall be amended by replacing Exhibit L to the U.S.
Credit Agreement with Exhibit L attached to
this Amendment.

     

    R. The U.S.
Credit Agreement shall be amended by inserting and incorporating Exhibit O to this
Amendment to and into the U.S. Credit Agreement as Exhibit O
thereto.

     

    II. Amendments
to Canadian Credit Agreement. In reliance on the representations and
warranties of the U.S. Borrower and the Canadian Borrower contained herein, and
subject to the terms, and satisfaction of the conditions precedent, set forth in
Section IV
hereof on or prior to the Subject Acquisition Closing Date, the Canadian Credit
Agreement shall be amended effective as of the Subject Acquisition Closing Date
in the manner provided in this Section II:

     

    A. The
definitions of “Applicable
Margin,” “Canadian
Newco,” “Collateral,”
“Existing
Convertible Note Indenture,” “Existing
Subordinate Note Indenture,” “Guarantor,”
“Guaranty,”
“Loan
Documents,” “Loan
Parties,” “Material
Adverse Effect,” “Material
Subsidiary,” “Permitted
Senior Notes Debt,” “Permitted
Senior Notes Documents” and “Required
Reserve Value” contained in Section 1.1 of the Canadian Credit Agreement
shall be amended in their entirety to read as follows:

     

    “Applicable
Margin” means:

     

    (a)           for
any day during the Second-Lien Period, and with respect to any Eurodollar Loans,
any Canadian Prime Loans, any U.S. Prime Loans, any Bankers’ Acceptances or any
Commitment Fees payable hereunder, as the case may be, the applicable percentage
rate per annum set forth below under the caption “Eurodollar Loans”, “U.S. Prime
Loans”, “Canadian Prime Loans”, “Bankers’ Acceptances Stamping Fee” or
“Commitment Fees”, as the case may be, based on the Global Borrowing Base
Utilization on such date.

     

    
      	
              Global
      Borrowing Base Utilization:

            	
              Eurodollar
      Loan

              (in
      basis points)

            	
              U.S.
      Prime Loans (in basis points)

            	
              Canadian
      Prime Loans (in basis points)

            	
              Bankers’
      Acceptances Stamping Fee (in basis points)

            	
              Commitment
      Fees (in basis points)

            
	
              Less
      than 50%

            	
              137.5

            	
              0

            	
              0

            	
              137.5

            	
              25.0

            
	
              50%
      or greater and less than 75%

            	
              162.5

            	
              12.5

            	
              12.5

            	
              162.5

            	
              30.0

            
	
              75%
      or greater and less than 90%

            	
              187.5

            	
              37.5

            	
              37.5

            	
              187.5

            	
              35.0

            
	
              90%
      or greater

            	
              212.5

            	
              62.5

            	
              62.5

            	
              212.5

            	
              37.5

            


    

    


    (b)           for
any day other than a day during the Second-Lien Period, and with respect to any
Eurodollar Loans, any Canadian Prime Loans, any U.S. Prime Loans, any Bankers’
Acceptances or any Commitment Fees payable hereunder, as the case may be, the
applicable percentage rate per annum set forth below under the caption
“Eurodollar Loans”, “U.S. Prime Loans”, “Canadian Prime Loans”, “Bankers’
Acceptances Stamping Fee” or “Commitment Fees”, as the case may be, based on the
Global Borrowing Base Utilization on such date.

     

    
      	
              Global
      Borrowing Base Utilization:

            	
              Eurodollar
      Loan

              (in
      basis points)

            	
              U.S.
      Prime Loans (in basis points)

            	
              Canadian
      Prime Loans (in basis points)

            	
              Bankers’
      Acceptances Stamping Fee (in basis points)

            	
              Commitment
      Fees (in basis points)

            
	
              Less
      than 50%

            	
              112.5

            	
              0.0

            	
              0.0

            	
              112.5

            	
              25.0

            
	
              50%
      or greater and less than 75%

            	
              137.5

            	
              0.0

            	
              0.0

            	
              137.5

            	
              30.0

            
	
              75%
      or greater and less than 90%

            	
              162.5

            	
              0.0

            	
              0.0

            	
              162.5

            	
              35.0

            
	
              90%
      or greater

            	
              187.5

            	
              0.0

            	
              0.0

            	
              187.5

            	
              37.5

            


    

    


    In the
case of each of clauses (a) and (b) above, (i) any change in the Applicable
Margin will occur automatically without prior notice upon any change in the
Global Borrowing Base Utilization, and (ii) any 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.

     

    “Canadian
Newco” means Quicksilver Resources Horn River Inc., an Alberta, Canada
corporation and a Wholly-Owned Subsidiary of the Parent, and the successor by
name change to 1373159 Alberta Ltd., an Alberta, Canada
corporation.

     

    “Collateral”
shall have the meaning set forth in the U.S. Credit Agreement.

     

    “Existing
Convertible Note Indenture” means that certain Indenture dated as of
November 1, 2004, between the Parent and The Bank of New York Mellon Trust
Company, N.A., as trustee, and any successor trustee, as the same may be
modified, amended, renewed, supplemented, extended, restated, increased or
replaced from time to time to the extent permitted under the Combined Credit
Agreements and under such Existing Convertible Note Indenture.

     

    “Existing
Subordinate Note Indenture” means that certain Indenture dated as of
December 22, 2005, between the Parent and The Bank of New York Mellon Trust
Company, N.A., as trustee, and any successor trustee, as supplemented by that
certain (a) First Supplemental Indenture, dated as of March 16, 2006, among the
Borrower, the subsidiary guarantors party thereto and The Bank of New York
Mellon Trust Company, N.A., as trustee, and any successor trustee, (b) Second
Supplemental Indenture, dated as of July 31, 2006, among the Borrower, the
subsidiary guarantors party thereto and The Bank of New York Mellon Trust
Company, N.A., as trustee, and any successor trustee, (c) Third Supplemental
Indenture, dated as of September 26, 2006, among the Borrower, the subsidiary
guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as
trustee, and any successor trustee, and (d) Fourth Supplemental Indenture, dated
as of October 31, 2007, among the Borrower, the subsidiary guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, and any
successor trustee, and as the same may be modified, amended, renewed,
supplemented, restated, increased or replaced from time to time to the extent
permitted under the Combined Credit Agreements and under such Existing
Subordinate Note Indenture.

     

    “Guarantor”
means collectively (i) the Parent, (ii) Canadian Newco, (iii) each Material
Subsidiary, (iv) each U.S. Material Subsidiary that now or hereafter executes
and delivers a U.S. Material Subsidiary Guaranty, including each Material
Subsidiary and U.S. Material Subsidiary that is required to execute a Guaranty
pursuant to Section
5.9, (v) each other Subsidiary of the Parent that Guarantees or is
required to Guarantee the Permitted Senior Notes Debt, and (vi) each other
Subsidiary of the Parent that Guarantees or is required to Guarantee the
Second-Lien Term Debt.

     

    “Guaranty”
means collectively (i) the Parent Guaranty, (ii) the Canadian Newco Guaranty,
(iii) each Material Subsidiary Guaranty, (iv) each U.S. Material Subsidiary
Guaranty, and (v) each other Guaranty executed and delivered by a Guarantor in
favor of the Global Administrative Agent and substantially in the form of the
Parent Guaranty.  The term “Guaranties”
shall include each and every Guaranty executed and delivered by a
Guarantor.

     

    “Loan
Documents” means (a) this Agreement, the Notes, the Security Documents,
the Fee Letter, the Intercreditor Agreement, the Second-Lien Intercreditor
Agreement, the Hedging Agreements between the Borrower or any of its
Subsidiaries and any Lender or any Affiliate of a then current Lender, any
Borrowing Request, any Interest Election Request, any Additional Lender
Certificate, and any Assignment and Acceptance, and (b) each other agreement,
document or instrument delivered by the Borrower or any other Person in
connection with this Agreement, in each case, as such may be amended, modified,
restated or supplemented from time to time.

     

    “Loan
Parties” means the Parent, the Borrower, the Guarantors and any
Subsidiary or any Subsidiary of the Parent, in each case, that executes a
Combined Loan Document (other than any Subsidiary for which the only Combined
Loan Document it executes is an acknowledgment of a Lien or security interest on
Equity Interests issued by it granted by a Loan Party pursuant to a Combined
Loan Document), for so long as such Combined Loan Document is in
effect.

     

    “Material
Adverse Effect” means a material and adverse effect on (a) the financial
condition, business operations, properties or assets of the Borrower and its
Subsidiaries, taken as a whole, (b) (i) the validity and enforceability of this
Agreement, the Notes, the Security Documents or any other material Combined Loan
Documents, or (ii) the perfection or priority of any material Lien purported to
be created thereby, (c) the right or ability of the Loan Parties to fully,
completely and timely pay and perform their obligations under the Combined Loan
Documents, or (d) the rights and remedies available to the Global Administrative
Agent, the Canadian Administrative Agent, the Issuing Bank, the Issuing Bank (as
defined in the U.S. Credit Agreement) or any Combined Lender under any Combined
Loan Document.

     

    “Material
Subsidiary” means (a) any Subsidiary of the Borrower that is domiciled in
Canada and listed on Exhibit L to the U.S. Credit Agreement under the heading
“Material Subsidiaries,” (b) any Subsidiary of the Borrower that (i) is
designated by the Borrower in writing to the Global Administrative Agent as a
Material Subsidiary, (ii) owns Mortgaged Properties or (iii) is a direct or
indirect parent of any Material Subsidiary, and (c) during the Second-Lien
Period, any other Subsidiary of the Borrower that is a Guarantor.

     

    “Permitted
Senior Notes Debt” means the Indebtedness (in addition to, and not
including, Existing Subordinate Debt) of the Parent outstanding from time to
time under the Permitted Senior Notes Documents (including Guarantees thereof by
Subsidiaries of the Parent), including all renewals, refinancings, replacements,
and extensions thereof to the extent permitted under the Combined Credit
Agreements and made in accordance with the terms of the Combined Loan Documents
(including Section 7.14 of the U.S. Credit Agreement), provided, that, after
the Second-Lien Period, all such Indebtedness shall be unsecured.

     

    “Permitted
Senior Notes Documents” means the Permitted Senior Notes, the Permitted
Senior Notes Indenture, and all promissory notes, guarantees, security
agreements, pledge agreements, mortgages, deeds of trust and other documents,
instruments and agreements executed and delivered pursuant to or in connection
with the Permitted Senior Notes Indenture evidencing, guaranteeing, securing or
otherwise pertaining to the Permitted Senior Notes Debt.

     

    “Required
Reserve Value” means Proved Mineral Interests in respect of the Borrowing
Base Properties that in the aggregate have a Recognized Value of (a) during the
Second-Lien Period, not less than ninety-five percent (95%) of the Recognized
Value of all Proved Mineral Interests in respect of the Borrowing Base
Properties held by the Parent and its Subsidiaries, and (b) at all other times,
not less than eighty percent (80%) of the Recognized Value of all Proved Mineral
Interests in respect of the Borrowing Base Properties held by the Parent and its
Subsidiaries.

     

    B. The
definition of “Permitted
Encumbrances” contained in Section 1.1 of the Canadian Credit Agreement
shall be amended by (i) deleting the word “or” at the end of subsection (s)
thereof; (ii) deleting the existing subsection (t) thereof; and (iii) inserting
the following subsections (t) and (u) after subsection (s) thereof:

     

    “(t)           during
the Second-Lien Period only, Liens in favor of the Second-Lien Term Lenders, the
Second-Lien Administrative Agent, the trustee under any Mortgage, the trustee
under the Permitted Senior Notes Indenture and/or the holders of the Permitted
Senior Notes to secure all or any portion of the Second-Lien Term Debt, the
Permitted Senior Notes Debt and any Guarantees by any Subsidiaries of the Parent
thereof, and any other obligations under the Second-Lien Loan Documents and the
Permitted Senior Notes Documents, which Liens are junior, subordinate and
inferior to the Liens created by the Security Documents as provided in the
Second-Lien Intercreditor Agreement; or

     

    (u)           Liens
not otherwise included in this definition so long as (A) neither (i) the
aggregate outstanding principal amount of the obligations of all of the Loan
Parties secured thereby nor (ii) the aggregate fair market value (determined as
of the date such Lien is incurred) of the assets subject thereto exceeds (as to
the Borrower and all Subsidiaries) U.S. $40,000,000 at any one time, and (B)
such Liens do not encumber any Collateral.”

     

    C. Section
1.1 of the Canadian Credit Agreement shall be amended by inserting the
definitions of “Draft
Second-Lien Credit Agreement,” “Fifth
Amendment,” “Permitted
Senior Notes,” “Permitted
Senior Notes Indenture,” “Second-Lien
Administrative Agent,” “Second-Lien
Credit Agreement,” “Second-Lien
Intercreditor Agreement,” “Second-Lien
Loan Documents,” “Second-Lien
Period,” “Second-Lien
Term Debt,” “Second-Lien
Term Lenders” and “Second-Lien
Termination Date” in appropriate alphabetical order:

     

    “Draft
Second-Lien Credit Agreement” means the draft of the Second Lien Credit
Agreement dated July 30, 2008 attached as Annex I to the Fifth
Amendment.

     

    “Fifth
Amendment” means that certain Fifth Amendment to Combined Credit
Agreements dated as of August 4, 2008, by and among the Borrower, the Parent,
the Global Administrative Agent, the Canadian Administrative Agent and the
Combined Lenders party thereto.

     

    “Permitted
Senior Notes” means, collectively, each of the Parent’s 81⁄4% Senior Notes
due 2015, as amended, restated, renewed, extended, supplemented, replaced or
otherwise modified from time to time to the extent permitted under the Combined
Credit Agreements and under the Permitted Senior Notes Indenture.

     

    “Permitted
Senior Notes Indenture” means that certain Indenture dated as of December
22, 2005, between the Parent and The Bank of New York Mellon Trust Company, N.A.
(as successor by merger), as trustee, and any successor trustees, as
supplemented by that certain (a) Fifth Supplemental Indenture dated as of June
27, 2008, among the Parent, the subsidiary guarantors party thereto and The Bank
of New York Mellon Trust Company, N.A. (as successor by merger), as trustee, and
any successor trustees, and (b) Sixth Supplemental Indenture dated as of July
10, 2008, among the Parent, the subsidiary guarantors party thereto and The Bank
of New York Mellon Trust Company, N.A. (as successor by merger), as trustee, and
any successor trustees, and as the same may be amended, restated, renewed,
extended, supplemented, replaced or otherwise modified from time to time to the
extent permitted under the U.S. Credit Agreement and under such Permitted Senior
Notes Indenture.

     

    “Second-Lien
Administrative Agent” has the meaning given to the term “Administrative
Agent” (or any comparable term) in the Second-Lien Credit
Agreement.

     

    “Second-Lien
Credit Agreement” means the Credit Agreement entered into as of the
Subject Acquisition Closing Date, among the Parent, the Second-Lien Term Lenders
party thereto, the Second-Lien Administrative Agent and the other agents and
arrangers party thereto, as may be amended, restated, renewed, extended,
supplemented, replaced or otherwise modified from time to time to the extent
permitted under the U.S. Credit Agreement, under such Second-Lien Credit
Agreement and under the Second-Lien Intercreditor Agreement.

     

    “Second-Lien
Intercreditor Agreement” means the Intercreditor Agreement, dated as of
the Subject Acquisition Closing Date, substantially in the form attached as
Exhibit O to the U.S. Credit Agreement, among the Global Administrative Agent,
the Second-Lien Administrative Agent and the other parties thereto (as
applicable), as the same may be amended, restated, supplemented or otherwise
modified from time to time.

     

    “Second-Lien
Loan Documents” has the meaning given to the term “Loan Documents” (or
comparable term) in the Second-Lien Credit Agreement.

     

    “Second-Lien
Period” means the period from and including the Subject Acquisition
Closing Date to and including the Second-Lien Termination Date.

     

    “Second-Lien
Term Debt” means the Indebtedness of the Parent outstanding from time to
time under the Second-Lien Credit Agreement (including Guarantees thereof by
Subsidiaries of the Parent), including all renewals, refinancings, replacements
and extensions thereof to the extent permitted under the U.S. Credit Agreement
and under the Second-Lien Intercreditor Agreement and made in accordance with
the terms of the Combined Loan Documents (including Section 7.14 of the U.S.
Credit Agreement).

     

    “Second-Lien
Term Lenders” has the meaning given to the term “Lenders” (or comparable
term) in the Second-Lien Credit Agreement.

     

    “Second-Lien
Termination Date” means the date on which all of the following shall have
occurred:

     

    (a)           all
of the Second-Lien Term Debt (other than contingent expense reimbursement and
indemnification obligations) has been paid in full;

     

    (b)           the
Second-Lien Loan Documents have been terminated (except as to expense
reimbursement and indemnification provisions and other provisions contained
therein that are customarily stated to survive any termination, such as
confidentiality); and

     

    (c)           all
Liens securing the Second-Lien Term Debt and the Permitted Senior Notes Debt
have been released or terminated.

     

    D. Section
3.2 of the Canadian Credit Agreement shall be amended in its entirety to read as
follows:

     

    “SECTION
3.2  Loan
Party and Governmental Authorization; Contravention.  The
execution, delivery and performance of this Agreement and the other Loan
Documents by each Loan Party (to the extent each Loan Party is a party to this
Agreement and such Loan Documents) (a) are within such Loan Party’s corporate,
partnership or limited liability company powers, (b) when executed will be duly
authorized by all necessary corporate, partnership or limited liability company
action, (c) require no action by or in respect of, or filing with, any
Governmental Authority (other than (i) actions or filings pursuant to the
Exchange Act, (ii) actions or filings necessary to create or perfect the Liens
required hereby or by any other Combined Loan Document, (iii) actions or filings
that have been taken or made and are in full force and effect, and (iv) actions
or filings which, if not taken or made, would not reasonably be expected to have
a Material Adverse Effect) and (d) do not (i) contravene, or constitute a
default under, any provision of (A) applicable Governmental Rule, except any
contravention or default that would not reasonably be expected to have a
Material Adverse Effect, (B) the articles or certificate of incorporation,
bylaws, regulations, partnership agreement or comparable charter documents of
any Loan Party, or (C) any agreement, judgment, injunction, order, decree or
other instrument binding upon any Loan Party, including, without limitation, any
Existing Subordinate Note Document, any Permitted Senior Notes Document or any
Second-Lien Loan Document, except any contravention or default that would not
reasonably be expected to have a Material Adverse Effect and, with respect to
the Existing Convertible Debentures and Existing Convertible Note Indenture,
assuming that any repurchase of the Existing Convertible Debentures pursuant to
Section 3.06 of the Existing Convertible Note Indenture, and that any payment of
the Existing Subordinate Notes, is made (1) at a time at which immediately
before and after giving effect to such repurchase no Default, Event of Default,
Global Borrowing Base Deficiency, U.S. Borrowing Base Deficiency or Global
Availability Deficiency has occurred and is continuing or results therefrom, (2)
with the proceeds from the sale of shares of common stock of the Borrower, or
(3) in compliance with the last sentence of Section 7.14 of the
U.S. Credit Agreement, or (ii) result in the creation or imposition of any Lien
on any Borrowing Base Property or Collateral other than the Liens securing the
Combined Obligations.”

     

    E. Section
7.1 of the Canadian Credit Agreement shall be amended by (i) deleting the word
“and” at the end of clause (p) thereof, (ii) inserting the word “and” at the end
of clause (q) thereof, (iii) inserting the following clause (r) after clause (q)
thereof:

     

    “(r)           the
Second-Lien Term Debt; provided, however, that the
aggregate principal amount of such Second-Lien Term Debt does not exceed U.S.
$700,000,000;”

     

    and (iv)
revising the proviso following subsection (r) thereof to read in full as
follows:

     

    “provided, that, the
Borrower may not incur new Indebtedness (other than (i) the renewal, extension,
refinancing or replacement of the Existing Subordinate Debt, the Permitted
Senior Notes Debt or the Second-Lien Term Debt; provided, that any
such renewal, extension, refinancing or replacement of any such Indebtedness
shall not result in (A) an increase in the maximum aggregate principal amount of
such Indebtedness, except to the extent such increase is in the amount of
customary fees and expenses incurred by the Borrower or any other Loan Party in
connection with any such renewal, extension, refinancing or replacement, (B) an
increase in the rate of interest payable in cash with respect to such
Indebtedness, (C) any Liens securing such Indebtedness being extended to any
additional property of any Loan Party, (D) except in accordance with the
documentation relating to such Indebtedness in effect immediately prior to such
renewal, extension, refinancing or replacement, (E) any Loan Party that is not
obligated with respect to repayment of such Indebtedness immediately prior to
such renewal, extension, refinancing or replacement thereof being required to
become obligated with respect thereto, (F) except in accordance with the
documentation relating to such Indebtedness in effect immediately prior to such
renewal, extension, refinancing or replacement, (G) a shortening of the average
weighted maturity of the Indebtedness so extended, refinanced, replaced or
renewed, (H) terms less favorable to the obligor thereunder than the terms of
such Indebtedness in effect immediately prior to such renewal, extension,
refinancing or replacement thereof and (I) if such Indebtedness that is renewed,
extended, refinanced or replaced was subordinated in right of payment to the
Obligations, subordination terms and conditions that are less favorable to the
Global Administrative Agent and the Lenders as those that were applicable to the
renewed, extended, refinanced or replaced Indebtedness, and (ii) Guarantees by
any Subsidiaries thereof to the extent the same is incurred in accordance with
Section 7.14 of the U.S. Credit Agreement) described in clauses (f), (i), (j), (o) and (r) above at any time
that a Default, Event of Default, Global Borrowing Base Deficiency or U.S.
Borrowing Base Deficiency has occurred and is continuing.”

     

    F. Article
VII of the Canadian Credit Agreement shall be amended to add the new Section 7.8
at the end thereof which shall read in full as follows:

     

    “SECTION
7.8  Additional
Global Borrowing Base Restrictions.  Notwithstanding anything
herein to the contrary, until the Second-Lien Termination Date, the Global
Borrowing Base shall not be increased to an amount greater than (a) U.S.
$1,200,000,000 or (2) thirty percent (30%) of the Adjusted Consolidated Net
Tangible Assets at such time (as defined in the Draft Second-Lien Credit
Agreement), unless the Parent has submitted evidence reasonably satisfactory to
the Global Administrative Agent that such increase in the Global Borrowing Base
is permitted at such time under the Second-Lien Loan Documents.”

     

    G. Section
8.1 of the Canadian Credit Agreement shall be amended by (i) restating
subsection (n) thereof in its entirety to read as follows:

     

    “(n)           a
“Default” or “Event of Default” under, and as each such term is defined in, each
material Existing Subordinate Note Document, including, without limitation, the
Existing Subordinate Note Indenture and the Existing Convertible Note Indenture,
each material Permitted Senior Notes Document, and each material Second-Lien
Loan Document shall occur and be continuing;”

     

    (i) deleting
the word “or” at the end of clause (o) thereof;

     

    (ii) inserting
“; or” at the end of clause (p) thereof; and

     

    (iii) inserting
the following clause (q) after clause (p) thereof:

     

    “(q)           (i)
the Liens securing the Second-Lien Term Debt, the Permitted Senior Notes Debt
and/or any Guarantees thereof shall cease, for any reason, to be, or shall be
asserted by any Loan Party, any Second-Lien Term Lender, the Second-Lien
Administrative Agent, the trustee under the Permitted Senior Notes Indenture or
any holder of any Permitted Senior Notes Debt not to be, validly subordinated to
the Liens securing the Combined Obligations to the extent provided or required
by the Second-Lien Intercreditor Agreement or (ii) the Liens securing the
Combined Obligations and the Combined Obligations themselves shall cease to
constitute, or shall be asserted by any Loan Party, any Second-Lien Term Lender,
the Second-Lien Administrative Agent, the trustee under the Permitted Senior
Notes or any holder of any Permitted Senior Notes Debt not to constitute, “First
Priority Liens” or “First Lien Obligations” (or any comparable terms),
respectively, under and to the extent required by the Second-Lien Intercreditor
Agreement.”

     

    H. Section
10.17 of the Canadian Credit Agreement shall be amended in its entirety to read
as follows:

     

    “SECTION
10.17  Intercreditor
Agreement; Second-Lien Intercreditor Agreement; Security Documents;
Designation.  Each Lender on behalf of itself and any Affiliate
which is a counterparty to a Hedging Agreement acknowledges and agrees that the
Global Administrative Agent has entered into (or will enter into) the
Intercreditor Agreement, the Second-Lien Intercreditor Agreement and the
Security Documents on behalf of itself, the other Agents, Lenders and Affiliates
thereof that are parties to a Hedge Transaction, and each of them (by their
signature hereto or to the Fifth Amendment, or otherwise by their acceptance of
the benefits of the Security Documents) hereby authorizes the Global
Administrative Agent to enter into, and hereby agree to be bound by the terms
of, the Intercreditor Agreement, the Second-Lien Intercreditor Agreement and
such Security Documents, acknowledge receipt of copies of the Intercreditor
Agreement, the Second-Lien Intercreditor Agreement and such Security Documents
and consent to the rights, powers, remedies, indemnities and exculpations given
to the Global Administrative Agent thereunder.  For so long as the
Intercreditor Agreement shall be in effect, the terms and conditions of this
Agreement and the other Loan Documents are subject to the terms of the
Intercreditor Agreement.  In the event of any inconsistency between
this Agreement or any other Loan Document and the terms of the Intercreditor
Agreement, the Intercreditor Agreement shall control.  In the event of
any inconsistency between this Agreement and the terms of any other Loan
Document (other than the Intercreditor Agreement), this Agreement shall
control.  Each Lender agrees to its Designation as set forth on Schedule
2.1.  In furtherance of the foregoing, each Lender party to the
Fifth Amendment, on behalf of itself and its successors and
assigns, agrees that it will not consent to, and will exercise its voting
and other consensual rights under the Loan Documents in opposition to, any
action that would be inconsistent with any acknowledgment, agreement, consent or
waiver made by the Global Administrative Agent in the Intercreditor Agreement or
in the Second-Lien Intercreditor Agreement.”

     

    III. Consent
to Subject Transactions.  The consummation of the Subject
Transactions (or certain transactions comprising the Subject Transactions) are,
without giving effect to this Amendment, prohibited by certain provisions of the
Combined Credit Agreements and the other Combined Loan Documents, including,
without limitation, Section 7.1, Section 7.3, Section 7.5 and Section 7.14 of
the U.S. Credit Agreement, and Section 7.1 and Section 7.2 of the Canadian
Credit Agreement, and the U.S. Borrower and the Canadian Borrower hereby request
that the Combined Lenders consent to the consummation of the Subject
Transactions.  In reliance on the representations and warranties of
the U.S. Borrower and the Canadian Borrower contained herein, and subject to the
terms, and satisfaction of the conditions precedent, set forth in Section IV hereof,
the Consenting Combined Lenders hereby consent to the consummation of the
Subject Transactions as of the Subject Acquisition Closing Date.

     

    IV. Effectiveness.  The
effectiveness of the amendments to the U.S. Credit Agreement contained in Section I hereof, the
amendments to the Canadian Credit Agreement contained in Section II hereof and
the consent contained in Section III hereof is
subject to the satisfaction of each of the following conditions
precedent:

     

    A. The
Subject Transactions (other than the Subject Midstream Assets Sale) shall be
consummated on or prior to September 30, 2008 and on materially the same
terms and conditions as set forth in the (i) Subject Purchase Agreements
(including, without limitation, the Subject Acquisition shall be consummated for
the Subject Acquisition Cash Consideration and the Subject Equity Consideration
set forth therein), as the Subject Purchase Agreements may be amended, modified
or supplemented, or as any of the conditions precedent thereunder may be waived,
in each case to the extent any such amendment, modification, supplement or
waiver is not materially adverse to the interests of the Combined Lenders, and
(ii) copy of the draft Second-Lien Credit Agreement dated July 30, 2008
attached hereto as Annex I, as such
draft may be amended, modified or supplemented, or as any of the conditions
precedent thereunder may be waived, in each case solely to the extent any such
amendment, modification, supplement or waiver is not adverse in any manner to
the interests of the Combined Lenders.

     

    B. The
Global Administrative Agent and the Combined Lenders shall have received (i)
copies of the Subject Purchase Agreements, including any and all supplements,
amendments or modifications thereto, which documents, and supplements,
amendments or modifications thereto shall be certified by the Borrower as true,
correct and complete, (ii) copies of the material Second-Lien Loan Documents,
which material Second-Lien Loan Documents shall be certified by the U.S.
Borrower as true, correct and complete, (iii) copies of the MLP Gathering and
Processing Agreement and the MLP Omnibus Agreement, which documents shall be
certified by the U.S. Borrower as true, correct and complete, and (iv) any other
documents and information regarding the Subject Transactions reasonably
requested by the Global Administrative Agent.

     

    C. The
Global Administrative Agent shall have received from each party thereto a
counterpart of the Second-Lien Intercreditor Agreement duly executed on behalf
of such party (or, in the case of any party as to which an executed counterpart
shall not have been received, telegraphic, telex, or other written confirmation
from such party of execution of a counterpart of such agreement by such party),
which shall be substantially in the form attached as Exhibit O to this
Amendment and otherwise in form and substance acceptable to the Global
Administrative Agent.

     

    D. The
Global Administrative Agent shall have received counterparts of such Security
Documents, including, without limitation, Pledge Agreements (together with, as
applicable to the extent such certificates exist, equity interest certificates),
Mortgages (including, without limitation, Mortgages covering the Subject Assets
that are Borrowing Base Properties as and to the extent the Loan Parties are
required to mortgage such Subject Assets in accordance with the Combined Loan
Documents, as amended hereby), Security Agreements and Guaranties, each dated as
of or prior to the Subject Acquisition Closing Date, duly executed and delivered
by the applicable Loan Parties, as applicable, and all related financing
statements, such that (i) any Collateral not previously pledged to the Global
Administrative Agent pursuant to the terms of the Security Documents, but
required to be pledged to the Second-Lien Administrative Agent pursuant to the
terms of the Second-Lien Loan Documents, is pledged to the Global Administrative
Agent, for the benefit of the Lenders and any Affiliate of any Lender that is a
party to a Hedge Transaction, to secure the Combined Obligations, and (ii) the
representations and warranties contained in the Combined Credit Agreements,
including, without limitation, Section 3.5, Section 3.7 and Section
3.25 of the U.S. Credit Agreement and Section 3.16 of the Canadian Credit
Agreement, and the covenants contained in the Combined Credit Agreements,
including, without limitation, Section 5.17 of the U.S. Credit Agreement and
Section 5.10 of the Canadian Credit Agreement (in each case after giving effect
to this Amendment), are true and correct in all material respects on the Subject
Acquisition Closing Date.

     

    E. The
Global Administrative Agent shall have received (i) customary title opinions
and/or other evidence of title as the Global Administrative Agent shall deem
reasonably necessary or appropriate to verify the U.S. Borrower’s or any
applicable Subsidiary’s title to not less than eighty percent (80%) of the
Recognized Value of all Proved Mineral Interests which are subject to Mortgages
delivered (or to be delivered pursuant to Section IV.D. above)
by the Loan Parties pursuant to the terms of the Combined Loan Documents
(including, without limitation, this Amendment), (ii) legal opinions of each of
(a) the General Counsel of the U.S. Borrower and (b) Jones Day, counsel to the
U.S. Borrower, in each case in form and substance reasonably satisfactory to the
Global Administrative Agent, as the Global Administrative Agent shall deem
reasonably necessary or appropriate regarding the creation and perfection of the
additional Liens created or intended to be created by the Security Documents
delivered pursuant to Section IV.D. above
on and dated as of the Subject Acquisition Closing Date, and regarding such
other matters related to the Subject Transactions as the Global Administrative
Agent may request, and (iii) environmental assessment reports as to the Property
of the U.S. Borrower and its Subsidiaries to the extent (a) not previously
delivered to the Global Administrative Agent, and (b) delivered to the
Second-Lien Administrative Agent and/or Second-Lien Term Lenders in connection
with the closing of the Second-Lien Credit Agreement.

     

    F. On the
Subject Acquisition Closing Date, and after giving effect to the consummation of
the Subject Transactions and the terms of this Amendment, no Default, Event of
Default, Global Borrowing Base Deficiency or U.S. Borrowing Base Deficiency
shall have occurred which is continuing, nor shall any Subject Transaction
result in any Default, Event of Default, Global Borrowing Base Deficiency or
U.S. Borrowing Base Deficiency (after giving effect to the terms of this
Amendment).

     

    G. The
Combined Borrowers shall have paid all reasonable out-of-pocket fees and
expenses of counsel for the Global Administrative Agent incurred as of the
Subject Acquisition Closing Date, to the extent the same have been invoiced and
sent to the U.S. Borrower at least two (2) Business Days prior to such
applicable date, including all such out-of-pocket fees and expenses incurred in
connection with the preparation, negotiation and execution of this Amendment and
the other Combined Loan Documents to be executed and delivered in connection
therewith.

     

    H. The
Collateral and Borrowing Base Properties shall be free and clear of all Liens,
except Permitted Encumbrances (as such term is modified by this
Amendment).  All filings, notices, recordings and other action
necessary to perfect the Liens in the Collateral shall have been made, given or
accomplished or arrangements for the completion thereof reasonably satisfactory
to the Global Administrative Agent and its counsel shall have been made and all
filing fees and other expenses related to such actions shall either have been
paid in full or arrangements shall have been made for their payment in full
which are reasonably satisfactory to the Global Administrative
Agent.

     

    I. The
Global Administrative Agent shall have received a certificate, signed by an
Authorized Officer of the U.S. Borrower, stating that (i) no event or condition
has occurred since December 31, 2007, which would reasonably be expected to have
a Material Adverse Effect, and (ii) upon delivery of such certificate, all
conditions precedent set forth in Section IV of this
Amendment have been satisfied or waived by the Majority Lenders.

     

    J. The
Global Administrative Agent shall have received such other customary legal
opinions, instruments and documents as any of the Global Administrative Agent,
the Combined Lenders or their counsel may have reasonably
requested.

     

    V. Conditions
Precedent to Amendment.  This Amendment shall be effective as
of the date first set forth above when the following conditions precedent have
been satisfied:

     

    A. The
Global Administrative Agent shall have received counterparts hereof duly
executed by the U.S. Borrower, the Canadian Borrower, the Global Administrative
Agent, the Canadian Administrative Agent and the Majority Lenders (or, in the
case of any party as to which an executed counterpart shall not have been
received, telegraphic, telex, or other written confirmation from such party of
execution of a counterpart hereof by such party).

     

    B. The
Combined Borrowers shall have paid (i) to the Global Administrative Agent, for
the pro rata benefit of the Consenting Combined Lenders, a fee in an aggregate
amount equal to 25 basis points on the Global Borrowing Base as in effect on the
date hereof, and (ii) all reasonable out-of-pocket fees and expenses of counsel
for the Global Administrative Agent incurred as of the date hereof, to the
extent the same have been invoiced and sent to the U.S. Borrower at least two
(2) Business Days prior to such applicable date, including all such
out-of-pocket fees and expenses incurred in connection with the preparation,
negotiation and execution of this Amendment and the other Combined Loan
Documents to be executed and delivered in connection herewith.

     

    C. The
Global Administrative Agent shall have received such other customary legal
opinions, instruments and documents as any of the Global Administrative Agent,
the Combined Lenders or their counsel may have reasonably
requested.

     

    VI. Reaffirmation
of Representations and Warranties.  To induce the Combined
Lenders and the Global Administrative Agent to enter into this Amendment, the
U.S. Borrower and the Canadian Borrower hereby reaffirm, as of the date hereof,
the following:

     

    (i) The
representations and warranties of each Loan Party (as such term is defined in
the U.S. Credit Agreement and the Canadian Credit Agreement, collectively, the
“Combined
Loan Parties”) set forth in the Combined Loan Documents to which it is a
party are true and correct on and as of the date hereof (or, if stated to have
been made expressly as of an earlier date, were true and correct in all material
respects as of such date and, except to the extent waived in writing by the
Combined Lenders, the Required Lenders, the Majority Lenders, the U.S. Lenders
or the U.S. Required Lenders, as applicable).

     

    (ii) Each of
the Combined Loan Parties (a) is a corporation or limited partnership duly
incorporated or organized (as applicable), validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization, (b) has all
corporate or limited partnership power (as applicable) and all material
governmental licenses, authorizations, consents and approvals required to carry
on its businesses as now conducted and as proposed to be conducted, and (c) is
duly qualified to transact business as a foreign corporation or limited
partnership in each jurisdiction where a failure to be so qualified would
reasonably be expected to have a Material Adverse Effect.

     

    (iii) The
execution, delivery and performance of this Amendment and the other Combined
Loan Documents by each Combined Loan Party (to the extent each Combined Loan
Party is a party to this Amendment and such Combined Loan Documents) (a) are
within such Combined Loan Party’s corporate or limited partnership powers, (b)
when executed will be duly authorized by all necessary corporate or limited
partnership action, (c) require no action by or in respect of, or filing with,
any Governmental Authority (other than (1) actions or filings pursuant to the
Exchange Act and (2) actions or filings that have been taken or made and are in
full force and effect) and (d) do not contravene, or constitute a default under,
any provision of applicable Governmental Rule (including, without limitation,
Regulation U) or of the articles or certificate of incorporation, bylaws,
regulations, partnership agreement or comparable charter documents of any
Combined Loan Party or of any agreement, judgment, injunction, order, decree or
other instrument binding upon any Combined Loan Party or result in the creation
or imposition of any Lien on any Borrowing Base Property or Collateral other
than the Liens securing the Combined Obligations.

     

    (iv) This
Amendment and each other Combined Loan Document constitutes, or when executed
and delivered will constitute, valid and binding obligations of each Combined
Loan Party which is a party thereto, enforceable against each such Combined Loan
Party which executes the same in accordance with its terms except as the
enforceability thereof may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, or similar Governmental Rules affecting creditors’
rights generally, and (b) equitable principles of general applicability (whether
enforcement is sought by proceedings at law or in equity).

     

    (v) Neither a
Default nor an Event of Default has occurred and will exist under either
Combined Credit Agreement after giving effect to the transactions contemplated
by this Amendment or the other Combined Loan Documents or the Subject
Transactions, after giving effect to the amendments and consents contained
herein.  Neither the U.S. Borrower or any of its Subsidiaries nor the
Canadian Borrower or any of its Subsidiaries is in default under, nor has any
event or circumstance occurred which, but for the expiration of any applicable
grace period or the giving of notice, or both, would constitute a default under,
any Material Agreement to which the U.S. Borrower or any of its Subsidiaries or
the Canadian Borrower or any of its Subsidiaries is a party or by which the U.S.
Borrower or any of its Subsidiaries or the Canadian Borrower or any of its
Subsidiaries is bound which default would reasonably be expected to have a
Material Adverse Effect.  The U.S. Borrower is in compliance with the
financial covenants set forth in Article VI of the U.S. Credit
Agreement.

     

    (vi) No event
or events have occurred since December 31, 2007 which individually or in the
aggregate would reasonably be expected to have a Material Adverse
Effect.

     

    VII. Defined
Terms.  Capitalized terms used herein when defined in the U.S.
Credit Agreement (including, to the extent applicable, after giving effect to
this Amendment) shall have the same meanings herein unless the context otherwise
requires.

     

    VIII. Reaffirmation
of Combined Credit Agreements.  This Amendment shall be deemed
to be an amendment to the Combined Credit Agreements, and the Combined Credit
Agreements, as amended hereby, are hereby ratified, approved and confirmed in
each and every respect.  All references to the Combined Credit
Agreements herein and in any other document, instrument, agreement or writing
shall hereafter be deemed to refer to the Combined Credit Agreements as amended
hereby.

     

    IX. Governing
Law.  THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.

     

    NOTWITHSTANDING THE FOREGOING
SENTENCE AND AFTER GIVING EFFECT TO THE TEXTUAL AMENDMENTS CONTAINED IN
SECTIONS I AND II OF THIS AMENDMENT, (i) THE U.S. CREDIT AGREEMENT (AS
AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW SPECIFIED IN SECTION 10.9(a) OF THE U.S. CREDIT AGREEMENT, AND
(ii) THE CANADIAN CREDIT
AGREEMENT (AS AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW SPECIFIED IN SECTION 10.9(a) OF THE CANADIAN CREDIT
AGREEMENT.

     

    X. Severability
of Provisions.  Any provision of this Amendment held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

     

    XI. Counterparts.  This
Amendment may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single
contract.  Delivery of an executed counterpart of a signature page of
this Amendment by telecopy (or other electronic transmission acceptable to the
Global Administrative Agent) shall be effective as delivery of a manually
executed counterpart of this Amendment.

     

    XII. Headings.  Article
and Section headings used herein are for convenience of reference only, are not
part of this Amendment and shall not affect the construction of, or be taken
into consideration in interpreting, this Amendment.

     

    XIII. Successors
and Assigns.  This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of an Issuing Bank that issues any
Letter of Credit), except that neither the U.S. Borrower nor the Canadian
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Global Administrative Agent,
each Issuing Bank and each Combined Lender (and any attempted assignment or
transfer by either the U.S. Borrower or the Canadian Borrower without such
consent shall be null and void).

     

    XIV. No Oral
Agreements.  THIS AMENDMENT, THE COMBINED CREDIT
AGREEMENTS, AS AMENDED HEREBY, AND THE OTHER COMBINED LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

     

    XV. Loan
Document.  This Amendment constitutes a “Loan Document,” a
“Canadian Loan Document” and a “Combined Loan Document” under and as defined in
the U.S. Credit Agreement, and a “Loan Document,” a “U.S. Loan Document” and a
“Combined Loan Document” under and as defined in the Canadian Credit
Agreement.

     

    [Signature
Pages to Follow]

    
      
        
          
                                                                      


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the U.S. Borrower, the Canadian Borrower, the undersigned
Combined Lenders, the Global Administrative Agent and the Canadian
Administrative Agent have executed this Amendment as of the date first above
written.

     

    
      
        	 	U.S.
      BORROWER	 
	 	 	 
	 	QUICKSILVER
      RESOURCES INC.,	 
	 	a
      Delaware corporation, as U.S. Borrower	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ MarLu
      Hiller	 
	 	 	MarLu
      Hiller, Vice President – Treasurer	 
	 	 	 	 
	 	 	 	 


      

    

     

    
       

      
        
          	 	CANADIAN
      BORROWER	 
	 	 	 
	 	QUICKSILVER
      RESOURCES CANADA INC.,	 
	 	an
      Alberta, Canada corporation, as Canadian Borrower	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/ MarLu
      Hiller	 
	 	 	MarLu
      Hiller, Vice President – Treasurer	 
	 	 	 	 
	 


        

      

    

     

    Each of
the undersigned (i) acknowledge, consent and agree to this Amendment and each of
the terms and provisions contained herein, and (ii) agree that the Combined Loan
Documents to which it is a party shall remain in full force and effect and shall
continue to be the legal, valid and binding obligation of such Person,
enforceable against it in accordance with its terms.

     

    
      
        	 	ACKNOWLEDGED,
      CONSENTED AND AGREED TO as of the date first above
      written:	 
	 	 	 
	 	COWTOWN GAS
      PROCESSING L.P., a Texas limited partnership	 
	 	 	 	 
	
                 

              	
                By:

              	
                Cowtown
      Pipeline Management, Inc., its general partner

              	 
	 	 	 	 


      

    

    
      
        	
                 

              	
                 

              	
                By:

              	/s/
      MarLu Hiller	 
	 	 	Name:	MarLu
      Hiller	 
	 	 	Title:	Vice
      President – Treasurer	 
	 	 	 	 	 


      


      
        
          
            [Signature
Page]

            Fifth
Amendment to Combined Credit Agreements

            Quicksilver
Resources Inc.

          

           


        

        
           


          
            

          

        

        
           


        

      



    
      
        	 	COWTOWN
      PIPELINE MANAGEMENT, INC., a Texas corporation	 
	 	 	 	 
	
                 

              	
                By:

              	/s/
      MarLu Hiller	 
	 	Name:	MarLu
      Hiller, 	 
	 	Title:	Vice
      President – Treasurer	 


      

    

     

    
      
        
          	 	COWTOWN
      PIPELINE FUNDING, INC., a Delaware corporation	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/
      MarLu Hiller	 
	 	Name:	MarLu
      Hiller, 	 
	 	Title:	Vice
      President – Treasurer	 


        

      

       

      
        
          	 	COWTOWN
      PIPELINE L.P., a Texas limited partnership	 
	 	 	 	 
	
                   

                	
                  By:

                	
                  Cowtown
      Pipeline Management, Inc., its general partner

                	 
	 	 	 	 


        

      

      
        
          	
                   

                	
                   

                	
                  By:

                	/s/
      MarLu Hiller	 
	 	 	Name:	MarLu
      Hiller	 
	 	 	Title:	Vice
      President – Treasurer	 
	 	 	 	 	 


        

      

    

    
       

      
        
          
            	 	QUICKSILVER
      RESOURCES HORN RIVER INC., an Alberta, Canada
      corporation	 
	 	 	 	 
	
                     

                  	
                    By:

                  	/s/
      MarLu Hiller	 
	 	Name:	MarLu
      Hiller, 	 
	 	Title:	Vice
      President – Treasurer	 


          

        

        

          
            
              
                [Signature
Page]

                Fifth
Amendment to Combined Credit Agreements

                Quicksilver
Resources Inc.

              

               


            

            
               


              
                

              

            

            
               


            

          


          	 	AGENTS
      AND COMBINED LENDERS	 
	 	 	 
	 	JPMORGAN CHASE
      BANK, N.A., as Global Administrative Agent and as a U.S.
      Lender	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/ J.
      Scott Fowler	 
	 	 	J.
      Scott Fowler	 
	 	 	Senior
      Vice President	 
	 	 	 	 


        

        

          
            
              
                [Signature
Page]

                Fifth
Amendment to Combined Credit Agreements

                Quicksilver
Resources Inc.

              

               


            

            
               


              
                

              

            

            
               


            

          

        

         

      

    

     

    
      	 	JPMORGAN CHASE
      BANK, N.A., TORONTO BRANCH, as a Canadian Administrative Agent and
      as a Canadian Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Michael
      N. Tam	 
	 	Name:	Michael N.
    Tam	 
	 	Title:	Senior Vice
      President	 
	 	 	 	 


    

    

      
        
          
            [Signature
Page]

            Fifth
Amendment to Combined Credit Agreements

            Quicksilver
Resources Inc.

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      	 	BANK OF
      AMERICA, N.A., as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Ronald E. McKaig	 
	 	Name:	Ronald E. McKaig	 
	 	Title:	Senior Vice President	 
	 	 	 	 


      

        
          
            
              [Signature
Page]

              Fifth
Amendment to Combined Credit Agreements

              Quicksilver
Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

         

        	 	BNP
      PARIBAS, as a U.S. Lender	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Russell
      Otts	 
	 	Name:	RUSSELL OTTS	 
	 	Title:	DIRECTOR	 
	 	 	 	 


        
           

          	
                   

                	
                  By:

                	/s/ Robert
      Long	 
	 	Name:	Robert Long	 
	 	Title:	Vice President	 
	 	 	 	 


          

            
              
                
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          	 	FORTIS CAPITAL
      CORP., as a U.S. Lender	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/ Casey
      Lowary	 
	 	Name:	Casey Lowary	 
	 	Title:	Director	 
	 	 	 	 


          
             

            	
                     

                  	
                    By:

                  	/s/ Darrell
      Holley	 
	 	Name:	Darrell Holley	 
	 	Title:	Managing
      Director	 
	 	 	 	 


            

              
                
                  
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Resources Inc.

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

          
             

            	 	THE BANK OF
      NOVA SCOTIA, as a U.S. Lender	 
	 	 	 	 
	
                     

                  	
                    By:

                  	/s/ David Mills	 
	 	Name:	David Mills	 
	 	Title:	Director	 
	 	 	 	 


            

              
                
                  
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Resources Inc.

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

     

    
      
        	 	DEUTSCHE BANK
      TRUST COMPANY AMERICAS, as a U.S. Lender	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Erin
      Morrissey	 
	 	Name:	Erin Morrissey	 
	 	Title:	Vice President	 
	 	 	 	 


        
           

          	
                   

                	
                  By:

                	/s/ Omayra
      Laucella	 
	 	Name:	Omayra Laucella	 
	 	Title:	Vice President	 
	 	 	 	 


          

            
              
                
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Resources Inc.

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

        

      

    

    
       

      	 	THE ROYAL BANK
      OF SCOTLAND plc, as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Lucy
      Walker	 
	 	Name:	Lucy Walker	 
	 	Title:	Vice
      President	 
	 	 	 	 


      

        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    
      
        
          	 	CALYON NEW
      YORK BRANCH, as a U.S. Lender	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/ Sharada
      Manne	 
	 	Name:	Sharada Manne	 
	 	Title:	Director	 
	 	 	 	 


          
             

            	
                     

                  	
                    By:

                  	/s/ Tom
      Byargeon	 
	 	Name:	Tom Byargeon	 
	 	Title:	Managing Director	 
	 	 	 	 


            

              
                
                  
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Resources Inc.

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

               

              	 	CITIBANK,
      N.A., as a U.S. Lender	 
	 	 	 	 
	
                       

                    	
                      By:

                    	/s/ Amy
      Pinou	 
	 	Name:	Amy Pinou	 
	 	Title:	Vice President	 
	 	 	 	 


              

                
                  
                    
                      [Signature
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                      Fifth
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                      Quicksilver
Resources Inc.

                    

                     


                  

                  
                     


                    
                      

                    

                  

                  
                     


                  

                

              

            

          

        

      

    

     

    
      	 	UNION BANK OF
      CALIFORNIA, N.A., as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


      

        
          
            
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              Quicksilver
Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    
      	 	WELLS FARGO
      BANK, N.A., as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ David
      Brooks	 
	 	Name:	DAVID BROOKS	 
	 	Title:	VICE PRESIDENT	 
	 	 	 	 


       

      
        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      
         

        	 	TORONTO
      DOMINION (TEXAS) LLC, as a U.S. Lender	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Debbi L. Brito	 
	 	Name:	DEBBI L. BRITO	 
	 	Title:	AUTHORIZED SIGNATORY	 
	 	 	 	 


        

          
            
              
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        	 	U.S. BANK
      NATIONAL ASSOCIATION, as a U.S. Lender	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Daria
      Mahoney	 
	 	Name:	Daria Mahoney	 
	 	Title:	Vice President	 
	 	 	 	 


        

          
            
              
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Resources Inc.

              

               


            

            
               


              
                

              

            

            
               


            

          

        

      

    

    
       

      	 	SUMITOMO
      MITSUI BANKING CORPORATION, as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


      

        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    
      	 	COMPASS
      BANK, as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Dorothy
      Marchand	 
	 	Name:	Dorothy Marchand	 
	 	Title:	Senior Vice President	 
	 	 	 	 


      

        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    
      	 	SOCIÉTÉ
      GÉNÉRALE, as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Stephen W. Warfel	 
	 	Name:	Stephen W. Warfel	 
	 	Title:	Managing
      Director	 
	 	 	 	 


      

        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

         

        	 	COMERICA
      BANK, as a U.S. Lender	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Peter
      L. Sefzik	 
	 	Name:	Peter L. Sefzik	 
	 	Title:	Senior Vice President	 
	 	 	 	 


        

          
            
              
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Resources Inc.

              

               


            

            
               


              
                

              

            

            
               


            

          

           

          	 	STERLING
      BANK, as a U.S. Lender	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/ Melissa
      A. Bauman	 
	 	Name:	Melissa A. Bauman	 
	 	Title:	Senior Vice
      President	 
	 	 	 	 


          

            
              
                
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Resources Inc.

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            


             

            	 	CIBC
      INC., as a U.S. Lender	 
	 	 	 	 
	
                     

                  	
                    By:

                  	/s/ Kathryn
      G. Casparian	 
	 	Name:	Kathryn G. Casparian	 
	 	Title:	Chief Administrative Officer	 
	 	 	 	 


            

              
                
                  
                    [Signature
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Resources Inc.

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

    
       

      	 	KEYBANK,
      N.A., as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Paul
      Pace	 
	 	Name:	Paul Pace	 
	 	Title:	Vice
      President	 
	 	 	 	 


      

        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

    
       

      	 	EXPORT
      DEVELOPMENT CANADA, as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Janine Dopson	 
	 	Name:	JANINE DOPSON	 
	 	Title:	LOAN ASSET MANAGER	 
	 	 	 	 


      
         

        
          	
                   

                	
                  By:

                	/s/ Howard Clysdale	 
	 	Name:	HOWARD CLYSDALE	 
	 	Title:	PORTFOLIO MANAGER	 
	 	 	 	 


        

         

        
          
            
              
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                Quicksilver
Resources Inc.

              

               


            

            
               


              
                

              

            

            
               


            

          

        

      

    

    
       

      	 	BARCLAYS BANK
      PLC, as a U.S. Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Joseph
      Gyurindak	 
	 	Name:	JOSEPH GYURINDAK	 
	 	Title:	DIRECTOR	 
	 	 	 	 


      

        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

         

        	 	CREDIT SUISSE,
      CAYMAN ISLANDS BRANCH, as a U.S. Lender	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Vanessa
      Gomez	 
	 	Name:	Vanessa Gomez	 
	 	Title:	Director	 
	 	 	 	 


        
           

          	
                   

                	
                  By:

                	/s/ Nupur
      Kumar	 
	 	Name:	Nupur Kumar	 
	 	Title:	Associate	 
	 	 	 	 


          

            
              
                
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Resources Inc.

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

        

      

    

    
       

      	 	BANK OF
      AMERICA, N.A. (by its Canada branch), as a Canadian
      Lender	 
	 	 	 	 


      
        	
                 

              	
                By:

              	/s/ Medina Sales de Andrade	 
	 	Name:	Medina Sales de
Andrade	 
	 	Title:	Vice President	 
	 	 	 	 



        
          
            
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Resources Inc.

            

             


          

          
             


            
              

            

          

          
             


          

        

         

        	 	BNP PARIBAS
      (CANADA), as a Canadian Lender	 
	 	 	 	 
	
                 

              	
                By:

              	/s/ Chris Rice	 
	 	Name:	Chris Rice	 
	 	Title:	Vice President	 
	 	 	 	 


        
           

          	
                   

                	
                  By:

                	/s/ Jean-Philippe
Cadot	 
	 	Name:	Jean-Philippe Cadot	 
	 	Title:	Director	 
	 	 	 	 


          

            
              
                
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Resources Inc.

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

        

      

    

    
       

      	 	FORTIS CAPITAL
      (CANADA) LTD., as a Canadian Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Doug
      Clark	 
	 	Name:	Doug Clark	 
	 	Title:	Director	 
	 	 	 	 


      
         

        	
                 

              	
                By:

              	/s/ Cory
      Wallin	 
	 	Name:	Cory Wallin	 
	 	Title:	AVP	 
	 	 	 	 


        

          
            
              
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Resources Inc.

              

               


            

            
               


              
                

              

            

            
               


            

          

        

      

    

    
       

      	 	THE BANK OF
      NOVA SCOTIA, as a Canadian Lender	 
	 	 	 	 


      
        
          	
                   

                	
                  By:

                	/s/ Dan Lindquist	 
	 	Name:	DAN LINDQUIST	 
	 	Title:	MANAGING DIRECTOR	 
	 	 	 	 


        

         

        
          	
                   

                	
                  By:

                	/s/ Todd Kennedy	 
	 	Name:	Todd Kennedy	 
	 	Title:	Associate	 
	 	 	 	 


        

        

          
            
              
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Resources Inc.

              

               


            

            
               


              
                

              

            

            
               


            

          

           

          	 	DEUTSCHE BANK
      AG CANADA BRANCH, as a Canadian Lender	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/ Robert
      A. Johnston	 
	 	Name:	Robert A. Johnston	 
	 	Title:	Director	 
	 	 	 	 


          
             

            	
                     

                  	
                    By:

                  	/s/ Marcellus
      Leung	 
	 	Name:	MARCELLUS LEUNG	 
	 	Title:	Assistant Vice President	 
	 	 	 	 


            

              
                
                  
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Resources Inc.

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

               

              	 	CITIBANK,
      N.A., CANADIAN BRANCH, as a Canadian Lender	 
	 	 	 	 
	
                       

                    	
                      By:

                    	/s/ Niyousha
      Zarinpour	 
	 	Name:	Niyousha Zarinpour	 
	 	Title:	Authorized
      Signer	 
	 	 	 	 


              
                 

                
                  
                    
                      
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                        Quicksilver
Resources Inc.

                      

                       


                    

                    
                       


                      
                        

                      

                    

                    
                       


                    

                  

                

              

            

          

        

      

    

    
       

      	 	UNION BANK OF
      CALIFORNIA, N.A., CANADA BRANCH, as a Canadian
    Lender	 
	 	 	 	 


      
        
          	
                   

                	
                  By:

                	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


        

        
          
            
              
                [Signature
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      	 	WELLS FARGO
      FINANCIAL CORPORATION CANADA, as a Canadian Lender	 
	 	 	 	 


      
        
          	
                   

                	
                  By:

                	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


        

        
          
            
              
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          	 	THE
      TORONTO-DOMINION
      BANK, as a Canadian Lender	 
	 	 	 	 


          
            
              	
                       

                    	
                      By:

                    	/s/ Debbi L. Brito	 
	 	Name:	DEBBI L. BRITO	 
	 	Title:	AUTHORIZED SIGNATORY	 
	 	 	 	 


            

            
              
                
                  
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              	 	U.S. BANK
      NATIONAL ASSOCIATION, as a Canadian Lender	 
	 	 	 	 
	
                       

                    	
                      By:

                    	/s/ Kevin
      Jephcott	 
	 	Name:	Kevin Jephcott	 
	 	Title:	Principal
      Officer	 
	 	 	 	 


              
                 

                
                  
                    
                      
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                        Quicksilver
Resources Inc.

                      

                       


                    

                    
                       


                      
                        

                      

                    

                    
                       


                    

                  

                   

                  	 	SUMITOMO
      MITSUI BANKING CORPORATION OF CANADA, as a Canadian
      Lender	 
	 	 	 	 


                  
                    
                      	
                               

                            	
                              By:

                            	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


                    

                    
                      
                        
                          
                            [Signature
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                            Fifth
Amendment to Combined Credit Agreements

                            Quicksilver
Resources Inc.

                          

                           


                        

                        
                           


                          
                            

                          

                        

                        
                           


                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      	 	SOCIÉTÉ
      GÉNÉRALE (CANADA BRANCH), as a Canadian
    Lender	 
	 	 	 	 


      
        
          
            	
                     

                  	
                    By:

                  	/s/ Pierre Matuszewski	 
	 	Name:	Pierre MATUSZEWSKI	 
	 	Title:	Managing
      Director	 
	 	 	 	 


          

          	
                   

                	
                  By:

                	/s/ Paul Primavesi	 
	 	Name:	Paul PRIMAVESI	 
	 	Title:	Vice
      President	 
	 	 	 	 


          
             

            
            

            
              
                
                  
                    [Signature
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Resources Inc.

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

    
       

      	 	COMERICA BANK,
      CANADA BRANCH, a
      Texas banking association and authorized foreign bank under the Bank Act (Canada), as a Canadian
      Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Omer
      Ahmed	 
	 	Name:	Omer Ahmed	 
	 	Title:	Portfolio Manager	 
	 	 	 	 


      
         

        
          
            
              
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      	 	CANADIAN
      IMPERIAL BANK OF COMMERCE, as a Canadian Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Randy
      Geislinger	 
	 	Name:	Randy Geislinger	 
	 	Title:	Executive
      Director	 
	 	 	 	 


      
        
           

          	
                   

                	
                  By:

                	/s/ David
      Swain	 
	 	Name:	David Swain	 
	 	Title:	Managing
      Director 	 
	 	 	 	 


          
             

            
              
                
                  
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Resources Inc.

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

               

              	 	KEYBANK,
      N.A., as a Canadian Lender	 
	 	 	 	 
	
                       

                    	
                      By:

                    	/s/ Paul
      Pace	 
	 	Name:	Paul Pace	 
	 	Title:	Vice
      President	 
	 	 	 	 


              
                 

                
                  
                    
                      
                        [Signature
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                        Fifth
Amendment to Combined Credit Agreements

                        Quicksilver
Resources Inc.

                      

                       


                    

                    
                       


                      
                        

                      

                    

                    
                       


                    

                  

                   

                  	 	BARCLAYS BANK
      PLC, as a Canadian Lender	 
	 	 	 	 
	
                           

                        	
                          By:

                        	/s/ Joseph
      Gyurindak	 
	 	Name:	JOSEPH GYURINDAK	 
	 	Title:	DIRECTOR	 
	 	 	 	 


                  
                     

                    
                      
                        
                          
                            [Signature
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                            Fifth
Amendment to Combined Credit Agreements

                            Quicksilver
Resources Inc.

                          

                           


                        

                        
                           


                          
                            

                          

                        

                        
                           


                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      	 	CREDIT SUISSE,
      TORONTO BRANCH, as a Canadian Lender	 
	 	 	 	 
	
               

            	
              By:

            	/s/ Alain
      Daoust	 
	 	Name:	Alain Daoust	 
	 	Title:	Director	 
	 	 	 	 


      
        
           

          	
                   

                	
                  By:

                	/s/ Bruce
      F. Wetherly	 
	 	Name:	Bruce F. Wetherly	 
	 	Title:	Director, CREDIT SUISSE, TORONTO BRANCH	 
	 	 	 	 


          
             

          

        

      

    

    
      [Signature
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      Fifth
Amendment to Combined Credit Agreements

      Quicksilver
Resources Inc.