exv10w1






Exhibit 10.1




EIGHTH AMENDMENT TO COMBINED CREDIT AGREEMENTS




     THIS EIGHTH AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of May 28, 2009 (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 the U.S. Borrower intends on (a) issuing new senior notes in an
aggregate principal amount not to exceed U.S. $600,000,000 (the “Permitted 2009 Senior Notes
Debt”), and the U.S. Borrower will use the net cash proceeds thereof, to the extent permitted
under the Combined Credit Agreements, solely to prepay the Second-Lien Term Debt, and (b) if the
aggregate net cash proceeds from the Permitted 2009 Senior Notes Debt are insufficient to prepay in
full the Second-Lien Term Debt, granting junior and subordinate Liens on the Collateral securing
the U.S. Obligations in favor of the holders of the Permitted 2009 Senior Notes Debt to secure the
Permitted 2009 Senior Notes Debt, which Liens will be, until the Second-Lien Termination Date,
equal and ratable with the Liens on the Collateral securing the Second-Lien Term Debt, and, as in
the case of such Liens, the Liens on the Collateral securing the Permitted 2009 Senior Notes Debt
will terminate on the Second-Lien Termination Date.



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     4. The U.S. Borrower and the Canadian Borrower (collectively, the “Combined
Borrowers”) have requested that the Combined Credit Agreements be amended to allow for the
issuance of the Permitted 2009 Senior Notes and to amend certain other terms of the Combined Credit
Agreements in certain respects as provided in this Amendment.



     5. Subject to and upon the terms and conditions set forth herein, the Combined Lenders have
agreed to the Combined Borrowers’ requests.



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



     I. Eighth Amendment Effective Date 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 V hereof, the U.S. Credit Agreement shall be amended effective as of the Eighth
Amendment Effective Date in the manner provided in this Section I:



     A. Amendment to Definition of Change of Control. The definition of “Change of
Control” contained in Section 1.1 of the U.S. Credit Agreement shall be amended and restated in
full as follows:




     “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, (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, (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 the Permitted Senior Notes Indenture, or (h) during the period when any
Permitted 2009 Senior Notes Debt is outstanding, a “Change of Control,” “Change in
Control” or similar event as defined in the Permitted 2009 Senior Notes Indenture
but only to the extent, in the case of clauses (e), (f) (g), and (h), the occurrence
of any such event gives rise to an obligation of the Borrower or any other Loan
Party to redeem, repay or



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repurchase, or otherwise offer to redeem, repay or repurchase, all or any
portion of the Permitted 2009 Senior Notes Debt, the Permitted Senior Notes Debt or
Existing Subordinate Debt which is not otherwise permitted by the terms of this
Agreement.



     B. Amendment to Definition of Collateral. The definition of “Collateral” contained in
Section 1.1 of the U.S. Credit Agreement shall be amended and restated in full as follows:




     “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, the Permitted Senior Notes Documents or the Permitted 2009 Senior
Notes Documents to secure the Second-Lien Term Debt, the Permitted Senior Notes
Debt or the Permitted 2009 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 Eighth
Amendment.



     C. Amendment to Definition of Guarantor. The definition of “Guarantor” contained in
Section 1.1 of the U.S. Credit Agreement shall be amended and restated in full as follows:




     “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, (d) each other Subsidiary that Guarantees
or is required to Guarantee the Permitted 2009 Senior Notes Debt, and (e) each other
Subsidiary that Guarantees or is required to Guarantee the Second-Lien Term Debt.



     D. Amendment to Definition of Permitted Encumbrances. Clause (t) of the definition of
“Permitted Encumbrances” contained in Section 1.1 of the U.S. Credit Agreement shall be amended and
restated in full as follows:




     “(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, the holders of the Permitted
Senior Notes, the trustee under the Permitted 2009 Senior Notes Indenture and/or the
holders of the Permitted 2009 Senior Notes to secure all or any portion of the
Second-Lien Term Debt, the Permitted Senior Notes Debt, the Permitted 2009 Senior
Notes Debt and any Guarantees by any Subsidiaries of any thereof, and any other
obligations under the Second-Lien Loan Documents, the



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Permitted Senior Notes Documents, and the Permitted 2009 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”



     E. Amendment to Definition of Second-Lien Credit Agreement. The definition of
“Second-Lien Credit Agreement” contained in Section 1.1 of the U.S. Credit Agreement shall be
amended and restated in full as follows:




     “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; provided, that,
for the avoidance of doubt, the Permitted 2009 Senior Notes Indenture and the
other Permitted 2009 Senior Notes Documents shall not be considered an amendment,
restatement, renewal, extension, supplement, replacement or other modification of
the Second-Lien Credit Agreement for purposes of this Agreement or any other Loan
Document.



     F. Amendment to Definition of Second-Lien Term Debt. The definition of “Second-Lien
Term Debt” contained in Section 1.1 of the U.S. Credit Agreement shall be amended and restated in
full as follows:




     “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); provided,
that, for the avoidance of doubt, the Permitted 2009 Senior Notes Debt
shall not be considered a renewal, refinancing, replacement or extension of the
Second-Lien Term Debt for purposes of this Agreement or any other Loan Document.



     G. Amendment to Definition of Second-Lien Termination Date. Clause (c) of the
definition of “Second-Lien Termination Date” contained in Section 1.1 of the U.S. Credit Agreement
shall be amended and restated in full as follows:




     “(c) all Liens securing the Second-Lien Term Debt, the Permitted Senior
Notes Debt, and the Permitted 2009 Senior Notes Debt have been released or
terminated.”



     H. Additional Definitions. Section 1.1 of the U.S. Credit Agreement shall be amended
by inserting the following definitions in appropriate alphabetical order:



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     “Eighth Amendment” means that certain Eighth Amendment to Combined
Credit Agreements dated as of May 28, 2009, by and among the Borrower, the Canadian
Borrower, the Global Administrative Agent, the Canadian Administrative Agent and the
Combined Lenders party thereto.




     “Eighth Amendment Effective Date” has the meaning given to the term
“Eighth Amendment Effective Date” in the Eighth Amendment.




     “Permitted 2009 Senior Notes” means, collectively, each of the notes
issued by the Borrower on or after May 28, 2009 pursuant to the Permitted 2009
Senior Notes Indenture, as such notes may be amended, restated, renewed, extended,
supplemented, replaced or otherwise modified from time to time to the extent
permitted hereunder and under the Permitted 2009 Senior Notes Indenture.




     “Permitted 2009 Senior Notes Debt” means the Indebtedness (in addition
to, and not including, Existing Subordinate Debt and Permitted Senior Notes Debt) of
the Borrower outstanding from time to time under the Permitted 2009 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), which Indebtedness shall be on terms (but not necessarily
economic terms) substantially consistent with the Permitted Senior Notes Indenture
and which Indebtedness otherwise satisfies each of the following criteria: (a) an
aggregate yield to maturity not to exceed 14%, (b) a maturity date no earlier than 6
years after the date of issuance, (c) an aggregate principal amount not to exceed
$600,000,000, and (d) no scheduled amortization of principal; provided, that, such
Indebtedness is issued prior to August 1, 2009; provided, further, that, after the
Second-Lien Period, all such Indebtedness shall be unsecured.




     “Permitted 2009 Senior Notes Documents” means the Permitted 2009 Senior
Notes, the Permitted 2009 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 2009 Senior Notes Indenture evidencing, guaranteeing,
securing or otherwise pertaining to the Permitted 2009 Senior Notes Debt.




     “Permitted 2009 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 a certain supplemental indenture, between the Borrower
and a financial institution serving as trustee thereunder, having terms (but not
necessarily economic terms) substantially consistent with the Permitted Senior Notes
Indenture and which otherwise satisfies each of the following criteria: (a) an
aggregate yield to maturity not to exceed 14%, (b) a maturity date no earlier than 6
years after the date of issuance, (c) an aggregate



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principal amount not to exceed $600,000,000, and (d) no scheduled amortization,
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 2009 Senior Notes Indenture.



     I. Amendment to Loan Party and Governmental Authorization; Contravention Provision.
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, any Permitted 2009 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.”



     J. Amendment to Information Covenant. Clause (m) of Section 5.1 of the U.S. Credit
Agreement shall be amended and restated in full as follows:



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     “(m) Promptly, but in no event later than five (5) Business Days following the
issuance or incurrence of any Permitted 2009 Senior Notes Debt, or any extension,
renewal, refinancing or replacement of any Existing Subordinate Debt, Permitted
Senior Notes Debt, Permitted 2009 Senior Notes Debt or Second-Lien Term Debt, notice
to the Global Administrative Agent of such issuance, incurrence, extension, renewal,
refinancing or replacement, together with true, correct and complete copies of each
material Permitted 2009 Senior Notes Document, or any such extension, renewal,
refinancing or replacement of any Existing Subordinate Debt, Permitted Senior Notes
Debt, Permitted 2009 Senior Notes Debt or Second-Lien Term Debt, requested by the
Global Administrative Agent. In connection and together with the notice required by
this clause (m) as a result of the issuance or incurrence of any Permitted 2009
Senior Notes Debt, the Borrower shall promptly, but in no event later than five (5)
Business Days following the issuance or incurrence of such Permitted 2009 Senior
Notes Debt, deliver to the Global Administrative Agent copies of the material
Permitted 2009 Senior Notes Documents, which material Permitted 2009 Senior Notes
Documents shall be certified by the Borrower as true, correct and complete.”



     K. Amendment to Further Assurances Covenant. Clause (g) of Section 5.17 of the U.S.
Credit Agreement shall be amended and restated in full as follows:




     “(g) Notwithstanding any other provision contained herein, in the event that
the Second-Lien Credit Agreement or any other Second-Lien Loan Document contain any
covenant of the type that would customarily be included in the affirmative
covenants, negative covenants or financial covenants sections of a loan document
(other than Sections 7.07 and 7.13 of the Second-Lien Credit Agreement in effect on
the Eighth Amendment Effective Date), 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.”



     L. Use of Permitted 2009 Senior Notes Debt Net Proceeds Covenant. Article V of the
U.S. Credit Agreement shall be amended to add the new Section 5.19 at the end thereof which shall
read in full as follows:



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     “SECTION 5.19 Use of Permitted 2009 Senior Notes Debt Net Proceeds.
Subject to Section 7.14 and any other restrictions set forth herein, including
without limitation 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 as and to the extent such limitations apply to the
prepayment of the Second-Lien Term Debt as set forth in Section 7.14, the U.S.
Borrower shall use net cash proceeds from the issuance of the Permitted 2009 Senior
Notes Debt solely to prepay the Second-Lien Term Debt until repaid in full.”



     M. Amendment to Incurrence of Debt Covenant. Clause (r) of Section 7.1 of the U.S.
Credit Agreement shall be amended and restated in full as follows:




     “(r) the Second-Lien Term Debt and the Permitted 2009 Senior Notes Debt;
provided, however, that the aggregate principal amount of the
Second-Lien Term Debt and the Permitted 2009 Senior Notes Debt does not exceed U.S.
$650,000,000;”


and (ii) 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, the Permitted 2009 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



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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.”



     N. Amendment to Asset Dispositions Covenant. Clauses (i) and (ii) of Section 7.5(b)
of the U.S. Credit Agreement shall be amended in their entirety to read as follows:




     “(i) the prior or contemporaneous release of any other Liens covering the
assets, 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, the holders of the Permitted
Senior Notes, the trustee under the Permitted 2009 Senior Notes Indenture and/or the
holders of the Permitted 2009 Senior Notes securing the Second-Lien Term Debt, the
Permitted Senior Notes Debt, and/or the Permitted 2009 Senior Notes Debt, and
(ii) the written request from an Authorized Officer of the Borrower which
specifically identifies the subject assets and certifies that such disposition
complies with the terms of this Section 7.5 (including the release of any
other Liens covering the assets, 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, the
holders of the Permitted Senior Notes, the trustee under the Permitted 2009 Senior
Notes Indenture and/or the holders of the Permitted 2009 Senior Notes).”



     O. Amendment to Amendments to Organizational Documents; Other Material Agreements
Covenant. 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, (d)
the Permitted 2009 Senior Notes Documents, and (e) 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, the Permitted 2009 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 aggregate principal balance of the Permitted 2009
Senior Notes Debt and the Second-Lien Term Debt to exceed U.S. $650,000,000 at any
time (in each case, as reduced by any principal payments, prepayments or redemptions
to the



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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, Permitted
2009 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, any Permitted 2009 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, Permitted
2009 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, Permitted 2009 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, (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, the Permitted 2009 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, Permitted 2009 Senior
Notes Debt or Second-Lien Term Debt, or (z) an increase in the interest rate on the
Second-Lien Term Debt as and to the extent permitted by the Second-Lien
Intercreditor Agreement); (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,
Permitted 2009 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, Permitted 2009 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, (3) in the case of the Permitted 2009 Senior Notes Documents, the Permitted
2009 Senior Notes Documents as in effect on the date the Permitted 2009 Senior Notes
Debt is issued and such documents were first entered into by the Borrower or
applicable Subsidiary thereof (without giving effect to any subsequent amendment or
modification) or in the Combined Credit Agreements as then in effect, or (4) in the
case of the Second-Lien Loan Documents, the Second-Lien



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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, any holder of Permitted 2009 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, the Permitted 2009 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, the Permitted 2009 Senior Notes Documents and the
Second-Lien Loan Documents, respectively.”



     P. Amendment to Existing Subordinated Debt, Permitted Senior Notes Debt, Second-Lien Term
Debt and Falcon Seaboard Settlement Agreement Covenant. 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,
Permitted 2009 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



11









 







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
aggregate principal balance of the Second-Lien Term Debt and the Permitted 2009
Senior Notes Debt to exceed U.S. $650,000,000 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, Permitted Senior Notes Debt or
Permitted 2009 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, Permitted Senior Notes Debt or Permitted 2009
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,
Permitted Senior Notes Debt or Permitted 2009 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, the Permitted 2009 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,
the Permitted 2009 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



12









 







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, the Permitted 2009
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 the Borrower is in
compliance with the terms and conditions set forth in Sections 7.1 and 7.6 and,
prior to the Second-Lien Termination Date, the Second-Lien Intercreditor Agreement
and/or (B) repay, prepay, purchase, repurchase, redeem, or defease any of the
Existing Subordinate Debt, the Permitted Senior Notes Debt, the Permitted 2009
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.”



     Q. Amendment to Listing of Events of Default Provision. Section 8.1 of the U.S.
Credit Agreement shall be amended by restating subsections (n) and (q) thereof in their 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, each material Permitted 2009 Senior
Notes Document and each material Second-Lien Loan Document, shall occur and be
continuing;”




     “(q) (i) the Liens securing the Second-Lien Term Debt, the Permitted Senior
Notes Debt, the Permitted 2009 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, any holder of any Permitted Senior Notes Debt, the
trustee under the Permitted 2009 Senior Notes Indenture or any holder of any
Permitted 2009 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, any holder of
any Permitted Senior Notes Debt, the trustee under the Permitted 2009 Senior Notes
or any holder of any Permitted 2009 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.”



13









 





     II. Eighth Amendment Effective Date 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 V hereof, the Canadian Credit Agreement shall be amended effective as of the
Eighth Amendment Effective Date in the manner provided in this Section II:



     A. Amendment to Definition of Guarantor. The definition of “Guarantor” contained in
Section 1.1 of the Canadian Credit Agreement shall be amended and restated in full as follows:




     “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, (vi) each
other Subsidiary of the Parent that Guarantees or is required to Guarantee the
Permitted 2009 Senior Notes Debt, and (vii) each other Subsidiary of the Parent that
Guarantees or is required to Guarantee the Second-Lien Term Debt.



     B. Amendment to Definition of Permitted Encumbrances. Clause (t) of the definition of
“Permitted Encumbrances” contained in Section 1.1 of the Canadian Credit Agreement shall be amended
and restated in full as follows:




     “(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, the holders of the Permitted
Senior Notes, the trustee under the Permitted 2009 Senior Notes Indenture and/or the
holders of the Permitted 2009 Senior Notes to secure all or any portion of the
Second-Lien Term Debt, the Permitted Senior Notes Debt, the Permitted 2009 Senior
Notes Debt and any Guarantees by any Subsidiaries of the Parent thereof, and any
other obligations under the Second-Lien Loan Documents, the Permitted Senior Notes
Documents, and the Permitted 2009 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”



     C. Amendment to Definition of Second-Lien Credit Agreement. The definition of
“Second-Lien Credit Agreement” contained in Section 1.1 of the Canadian Credit Agreement shall be
amended and restated in full as follows:




     “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



14









 







Agreement and under the Second-Lien Intercreditor Agreement; provided,
that, for the avoidance of doubt, the Permitted 2009 Senior Notes Indenture
and the other Permitted 2009 Senior Notes Documents shall not be considered an
amendment, restatement, renewal, extension, supplement, replacement or other
modification of the Second-Lien Credit Agreement for purposes of this Agreement or
any other Loan Document



     D. Amendment to Definition of Second-Lien Term Debt. The definition of “Second-Lien
Term Debt” contained in Section 1.1 of the Canadian Credit Agreement shall be amended and restated
in full as follows:




     “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); provided, that, for the avoidance of
doubt, the Permitted 2009 Senior Notes Debt shall not be considered a renewal,
refinancing, replacement or extension of the Second-Lien Term Debt for purposes of
this Agreement or any other Loan Document



     E. Amendment to Definition of Second-Lien Termination Date. Clause (c) of the
definition of “Second-Lien Termination Date” contained in Section 1.1 of the Canadian Credit
Agreement shall be amended and restated in full as follows:




     “(c) all Liens securing the Second-Lien Term Debt, the Permitted Senior Notes
Debt, and the Permitted 2009 Senior Notes Debt have been released or terminated.”



     F. Additional Definitions. Section 1.1 of the Canadian Credit Agreement shall be
amended by inserting the following definitions in the appropriate alphabetical order:




     “Permitted 2009 Senior Notes” means, collectively, each of the notes
issued by the Parent on or after May 28, 2009 pursuant to the Permitted 2009 Senior
Notes Indenture, as such notes may be 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 2009 Senior
Notes Indenture.




     “Permitted 2009 Senior Notes Debt” means the Indebtedness (in addition
to, and not including, Existing Subordinate Debt and Permitted Senior Notes Debt) of
the Parent outstanding from time to time under the Permitted 2009 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



15









 







accordance with the terms of the Combined Loan Documents (including Section
7.14 of the U.S. Credit Agreement), which Indebtedness shall be on terms (but not
necessarily economic terms) substantially consistent with the Permitted Senior Notes
Indenture and which Indebtedness otherwise satisfies each of the following criteria:
(a) an aggregate yield to maturity not to exceed 14%, (b) a maturity date no earlier
than 6 years after the date of issuance, (c) an aggregate principal amount not to
exceed $600,000,000, and (d) no scheduled amortization of principal; provided, that,
such Indebtedness is issued prior to August 1, 2009; provided, further, that, after
the Second-Lien Period, all such Indebtedness shall be unsecured.




     “Permitted 2009 Senior Notes Documents” means the Permitted 2009 Senior
Notes, the Permitted 2009 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 2009 Senior Notes Indenture evidencing, guaranteeing,
securing or otherwise pertaining to the Permitted 2009 Senior Notes Debt.




     “Permitted 2009 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 a certain supplemental indenture, between the Parent
and a financial institution serving as trustee thereunder, having terms (but not
necessarily economic terms) substantially consistent with the Permitted Senior Notes
Indenture and which otherwise satisfies each of the following criteria: (a) an
aggregate yield to maturity not to exceed 14%, (b) a maturity date no earlier than 6
years after the date of issuance, (c) an aggregate principal amount not to exceed
$600,000,000, and (d) no scheduled amortization, 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 2009 Senior Notes
Indenture.



     G. Amendment to Loan Party and Governmental Authorization; Contravention Provision.
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



16









 







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, any Permitted 2009 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.”



     H. Amendment to Incurrence of Debt Covenant. Clause (r) of Section 7.1 of the
Canadian Credit Agreement shall be amended and restated in full as follows:




     “(r) the Second-Lien Term Debt and the Permitted 2009 Senior Notes Debt;
provided, however, that the aggregate principal amount of the
Second-Lien Term Debt and the Permitted 2009 Senior Notes Debt does not exceed U.S.
$650,000,000;”


and (ii) 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, the Permitted 2009 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



17









 







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, (E)
except in accordance with the documentation relating to such Indebtedness in effect
immediately prior to such renewal, extension, refinancing or replacement, (F) a
shortening of the average weighted maturity of the Indebtedness so extended,
refinanced, replaced or renewed, (G) 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 (H) 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.”



     I. Amendment to Listing of Events of Default Provision. Section 8.1 of the Canadian
Credit Agreement shall be amended by restating subsections (n) and (q) thereof in their 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, each material Permitted 2009 Senior
Notes Document and each material Second-Lien Loan Document, shall occur and be
continuing;”




     “(q) (i) the Liens securing the Second-Lien Term Debt, the Permitted Senior
Notes Debt, the Permitted 2009 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, any holder of any Permitted Senior Notes Debt, the
trustee under the Permitted 2009 Senior Notes Indenture or any holder of any
Permitted 2009 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, any holder of
any Permitted Senior Notes Debt, the trustee under the Permitted 2009 Senior Notes
or any holder of any Permitted 2009 Senior Notes Debt not to constitute, “First
Priority Liens” or “First Lien Obligations” (or any



18









 







comparable terms), respectively, under and to the extent required by the
Second-Lien Intercreditor Agreement.”



     III. PV-10 Amendment Effective Date 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 VI hereof, the U.S. Credit Agreement shall be amended effective as of the PV-10
Amendment Effective Date in the manner provided in this Section III:



     A. Amendment to Total Debt Asset Coverage Ratio Covenant. Section 6.3 of the U.S.
Credit Agreement shall be amended and restated in full as follows:




     “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 the ratio set forth below opposite the
period that includes such day:



	 	 	 
	Period	 	Ratio
	June 30, 2009 through March 31, 2010

	 	1.30 to 1.00
	 
	 	 
	June 30, 2010 and thereafter

	 	1.50 to 1.00”






     B. Amendment to Total Secured Debt Asset Coverage Ratio Covenant. Section 6.4 of the
U.S. Credit Agreement shall be amended by amending and restating the chart following clause (b) to
read in full as follows:



	 	 	 
	“Period	 	Ratio
	September 30, 2008 through March 31, 2009

	 	2.00 to 1.00
	 
	 	 
	June 30, 2009 through March 31, 2010

	 	1.60 to 1.00
	 
	 	 
	June 30, 2010 through September 30, 2010

	 	2.00 to 1.00
	 
	 	 
	December 31, 2010 and thereafter

	 	2.25 to 1.00”






     IV. Consent to Amendment of Second-Lien Intercreditor Agreement. The Consenting
Combined Lenders hereby consent to and irrevocably authorize the Global Administrative Agent, at
its option and in its discretion, to enter into an amendment or amendment and restatement of the
Second-Lien Intercreditor Agreement in order to make such modifications, amendments or changes to
the Second-Lien Intercreditor Agreement as may be necessary to incorporate the Permitted 2009
Senior Notes Debt in the Second-Lien Intercreditor



19









 







Agreement on the same terms contained therein on the date hereof with respect to the Permitted
Senior Notes and such other modifications, amendments or changes that the Global Administrative
Agent deems reasonably necessary in connection with the issuance of the Permitted 2009 Senior Notes
Debt and the amendments set forth in this Amendment.



     V. Eighth Amendment Effective Date Conditions Precedent. This Amendment (other than
the amendments set forth in Section III hereof) shall be effective as of the date first set forth
above when the following conditions precedent have been satisfied (the “Eighth Amendment
Effective Date”):



     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) all reasonable out-of-pocket fees and expenses
of counsel for the Global Administrative Agent incurred, to the extent the same have been invoiced
and sent to the U.S. Borrower at least two (2) Business Days prior to the Eighth Amendment
Effective Date, including all such out-of-pocket fees and expenses incurred in connection with the
preparation, negotiation and execution of this Amendment and any other Combined Loan Documents to
be executed and delivered in connection therewith and (ii) any and all fees payable to Global
Administrative Agent or the Consenting Combined Lenders pursuant to or in connection with this
Amendment in consideration for the agreements set forth herein.



     C. No Default, Event of Default, Global Borrowing Base Deficiency, U.S. Borrowing Base
Deficiency or Global Availability Deficiency shall have occurred which is continuing.



     VI. PV-10 Amendment Effective Date Conditions Precedent. The amendments set forth in
Section III of this Amendment shall be effective on the date that each condition precedent
set forth in this Section VI is satisfied (the “PV-10 Amendment Effective Date”):



     A. Each of the conditions precedent set forth in Section V has been satisfied.



     B. The Global Administrative Agent shall have received a duly executed copy of an amendment to
the Second-Lien Credit Agreement effective on or before the PV-10 Amendment Effective Date which
amends the total debt asset coverage ratio and total secured debt asset coverage ratio covenants
contained therein such that those covenants are not more restrictive or onerous than those
contained in the U.S. Credit Agreement (as amended by Section III of this Amendment) and
which is otherwise in form and substance reasonably acceptable to the Global Administrative Agent.



     VII. 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:



20









 






          (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, after giving effect to the amendments and
consents contained herein. Neither the U.S. Borrower or



21









 







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, 2008 which individually or in
the aggregate would reasonably be expected to have a Material Adverse Effect.



     VIII. Defined Terms. Capitalized terms used herein when defined in the U.S. Credit
Agreement shall have the same meanings herein unless the context otherwise requires.



     IX. 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.



     X. 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, II AND III 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.



     XI. 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.



     XII. 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



22









 







acceptable to the Global Administrative Agent) shall be effective as delivery of a manually
executed counterpart of this Amendment.



     XIII. 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.



     XIV. 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). Nothing in this
Amendment, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, and their respective successors and assigns permitted hereby) any legal or
equitable right, remedy or claim under or by reason of this Amendment.



     XV. 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.



     XVI. 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]





23











 





     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	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	MarLu Hiller	 	 
	 

	 	Title:
	 	Vice President – Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CANADIAN BORROWER	 	 
	 
	 	 	 	 	 	 
	 	 	QUICKSILVER RESOURCES CANADA INC.,	 	 
	 	 	an Alberta, Canada corporation, as

Canadian Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ MarLu Hiller	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	MarLu Hiller	 	 
	 

	 	Title:
	 	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]

Eighth 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	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Brian Orlando	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Brian Orlando	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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

	 	By:
	 	/s/ Steve Voigt	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Steve Voigt	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[Signature Page]

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	 	 	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]

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Quicksilver Resources Inc.





 









 








	 	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Hawthorne	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard Hawthorne	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan Carlos Sandoval	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Juan Carlos Sandoval	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Michele Jones	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michele Jones	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darrell Holley	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ David Mills	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	David Mills

Managing Director	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Dusan Lazarov	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dusan Lazarov	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erin Morrissey	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Erin Morrissey	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Lucy Walker	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Lucy Walker	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Tom Byargeon	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Tom Byargeon	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sharada Manne	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Sharada Manne	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ James Reilly	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James Reilly	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








	 	 	 	 	 	 	 
	 	 	UNION BANK, N.A. (formerly known as Union Bank of
California, N.A.), as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alison Fuqua	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Alison Fuqua	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ David C. Brooks	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David C. Brooks	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Ian Murray	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ian Murray	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Daria M. Mahoney	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Daria M. Mahoney	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








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

	 	By:
	 	/s/ Masakazu Hasegawa	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Masakazu Hasegawa	 	 
	 

	 	Title:
	 	General Manager	 	 






[Signature Page]

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	 	 	COMPASS BANK, as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dorothy Marchand	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dorothy Marchand	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 









 








	 	 	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE, as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Warfel	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Stephen Warfel	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page]

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	 	 	COMERICA BANK, as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rebecca L. Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Rebecca L. Wilson	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.





 












 





	 	 	 	 	 	 	 
	 	 	STERLING BANK, as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Melissa A. Bauman
 

Melissa A. Bauman
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	CIBC INC., as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dominic J. Sorresso
 

Dominic J. Sorresso
	 	 
	 

	 	Title:
	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CIBC Worlds Markets Corp.	 	 
	 	 	Authorized Signatory	 	 






[Signature Page]

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Quicksilver Resources Inc.




 









 








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

	 	By:

Name:
	 	/s/ Angela McCracken
 

Angela McCracken
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	EXPORT DEVELOPMENT CANADA, as a U.S. Lender	 	 
	 
	 

	 	By:

Name:
	 	/s/ Janine Dopson
 

Janine Dopson
	 	 
	 

	 	Title:
	 	Asset Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Shawn Cusick
 

Shawn Cusick
	 	 
	 

	 	Title:
	 	Loan Portfolio Manager	 	 






[Signature Page]

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Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Maria Lund
 

Maria Lund
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.




 









 








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

	 	By:

Name:
	 	/s/ Vanessa Gomez
 

Vanessa Gomez
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Christopher Reo Day
 

Christopher Reo Day
	 	 
	 

	 	Title:
	 	Associate	 	 






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Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	SCOTIABANC INC.,	 	 
	 	 	as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ R. Blackwood
 

R. Blackwood
	 	 
	 

	 	Title:
	 	Director	 	 






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	 	 	GOLDMAN SACHS BANK USA,	 	 
	 	 	as a U.S. Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John Makrinos
 

John Makrinos
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






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

	 	By:

Name:
	 	/s/ Clara McGibbon
 

Clara McGibbon
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	BNP PARIBAS (CANADA), as a Canadian	 	 
	 	 	Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Chris Rice
 

Chris Rice
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Eric Borromeo
 

Eric Borromeo
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 








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

	 	By:

Name:
	 	/s/ Cory Wallin
 

Cory Wallin
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Doug Clark
 

Doug Clark
	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Canadian	 	 
	 	 	Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stacey Strike
 

Stacey Strike
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Angela Beeker
 

Angela Beeker
	 	 
	 

	 	Title:
	 	Associate Director	 	 






[Signature Page]

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	 	 	DEUTSCHE BANK AG CANADA BRANCH, as	 	 
	 	 	a Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Eitan Szlak
 

Eitan Szlak
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Marcellus Leung
 

Marcellus Leung
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[Signature Page]

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Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	CALYON NEW YORK BRANCH, as a Canadian	 	 
	 	 	Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Tom Byargeon
 

Tom Byargeon
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sharada Manne
 

Sharada Manne
	 	 
	 

	 	Title:
	 	Director	 	 






[Signature Page]

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

	 	By:

Name:
	 	/s/ Ivan Davey
 

Ivan Davey
	 	 
	 

	 	Title:
	 	Authorised Signer	 	 






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	 	 	UNION BANK, CANADA BRANCH (formerly known as 	 	 
	 	 	Union Bank of California, N.A., Canada Branch), as a	 	 
	 	 	Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Phil Taylor
 

Phil Taylor
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

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	 	 	WELLS FARGO FINANCIAL	 	 
	 	 	CORPORATION CANADA, as a Canadian	 	 
	 	 	Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Paul D. Young
 

Paul D. Young
	 	 
	 

	 	Title:
	 	Vice President	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 








	 	 	 	 	 	 	 
	 	 	THE TORONTO-DOMINION BANK, as a	 	 
	 	 	Canadian Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ian Murray
 

Ian Murray
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.





 











 





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

	 	By:
	 	/s/ S. Atherton
	 

	 	 	 	 
	 	 	Name: S. Atherton
	 	 	Title: Principal Officer





[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.





 









 






	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION OF CANADA, as a Canadian Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alfred Lee
	 

	 	 	 	 
	 	 	Name: Alfred Lee
	 	 	Title: Senior Vice President





[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.





 









 






	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE (CANADA BRANCH), as a Canadian Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Baldoni
	 

	 	 	 	 
	 	 	Name: David Baldoni
	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Paul Primavesi
	 

	 	 	 	 
	 	 	Name: Paul Primavesi
	 	 	Title: Director






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 






	 	 	 	 	 
	 	 	COMERICA BANK, CANADA BRANCH, as a Canadian Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Omer Ahmed
	 

	 	 	 	 
	 	 	Name: Omer Ahmed
	 	 	Title: Portfolio Manager





[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.





 









 






	 	 	 	 	 
	 	 	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






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 






	 	 	 	 	 
	 	 	KEYBANK, NATIONAL ASSOCIATION, as a Canadian Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Angela McCracken
	 

	 	 	 	 
	 	 	Name: Angela McCracken
	 	 	Title: Senior Vice President






[Signature Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.




 









 






	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Canadian Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Maria Lund
	 

	 	 	 	 
	 	 	Name: Maria Lund
	 	 	Title: Vice President





[Signature Page]

Eighth 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 Page]

Eighth Amendment to Combined Credit Agreements

Quicksilver Resources Inc.