exv10w1



    
    Exhibit
10.1

     

    June
15, 2009

     

    Quicksilver
Resources Inc.

    777 West
Rosedale Street, Suite 300

    Fort
Worth, Texas  76104

    Attention:  MarLu
Hiller

    


    Quicksilver
Resources Canada Inc.

    One
Palliser Square, Suite 2000

    125-9th Avenue,
SE

    Calgary,
Alberta T2G OP8

    Canada

    Attention:  MarLu
Hiller

     

    
      	
              Re:

            	
              Amended
      and Restated Credit Agreement (as amended or modified from time to time,
      the “U.S.
      Credit Agreement”) dated as of February 9, 2007, among Quicksilver
      Resources Inc., a Delaware corporation (the “U.S.
      Borrower”), the Lenders party thereto (the “U.S.
      Lenders”), JPMorgan Chase Bank, N.A., as Global Administrative
      Agent (the “Global
      Administrative Agent”), and the other Agents party thereto, and
      Amended and Restated Credit Agreement (as amended or modified from time to
      time, the “Canadian
      Credit Agreement” and, together with the U.S. Credit Agreement, the
      “Combined
      Credit Agreements”), dated as of February 9, 2007, among
      Quicksilver Resources Canada Inc., an Alberta, Canada corporation (the
      “Canadian
      Borrower” and, together with the U.S. Borrower, the “Combined
      Borrowers”), the Lenders party thereto (the “Canadian
      Lenders” and, together with the U.S. Lenders, the “Combined
      Lenders”), the Global Administrative Agent, JPMorgan Chase Bank,
      N.A., Toronto Branch, as Canadian Administrative Agent, and the other
      Agents party thereto.  Unless otherwise indicated, all
      capitalized terms used herein, but not otherwise defined, shall have the
      same meanings herein as in the U.S. Credit
  Agreement.

            


    

     

    Ladies
and Gentlemen:

     

    The
Combined Borrowers have advised the Global Administrative Agent and the Combined
Lenders that the U.S. Borrower has determined that, in addition to the financial
information with respect to the U.S. Borrower and its subsidiaries, the U.S.
Borrower 's annual and quarterly financial information should include additional
information with respect to the U.S. Borrower and those of its subsidiaries that
are “Restricted Subsidiaries” under the (1) the First Supplemental Indenture,
dated March 16, 2006, among the U.S. Borrower, the subsidiary guarantors party
thereto and JPMorgan Chase Bank, National Association, as trustee, to the
Indenture, dated December 22, 2005, among the U.S Borrower and The Bank of New
York Trust Company, N.A., as trustee (the “First
Supplemental Indenture”), and (2) the Fifth Supplemental Indenture, dated
as of June 27, 2008, among the U.S. Borrower, the subsidiary guarantors party
thereto and The Bank of New York Trust Company, N.A., as trustee, to the
Indenture, dated December 22, 2005, among the U.S Borrower and The Bank of New
York Trust Company, N.A., as trustee (the “Fifth
Supplemental Indenture” and together with the First Supplemental
Indenture, the “Supplemental
Indentures”).  Accordingly, the U.S. Borrower intends to file
amendments to its 2008 Form 10-K and its First Quarter 2009 Form 10-Q (such
filing with the SEC of a Form 10-K/A being referred to herein as the “Amended
10-K”) to restate its consolidated financial statements for the year
ended December 31, 2008 and for the quarter ended March 31, 2009 to include this
information (the “Additional
Disclosures”).  While the Supplemental Indentures contemplate
provision of such information by the U.S. Borrower in certain circumstances, the
U.S. Borrower has advised the Global

     

    
      
         

      

      
         

        
          
            

          

        

      

      
        Quicksilver Resources Inc.

          Quicksilver Resources Canada
Inc.

          June 15, 2009

          Page 2

        

      

    

     

    Administrative
Agent and the Combined Lenders that it has not received any notices of
non-compliance from the trustee under any of the Supplemental Indentures or from
any holders of its existing bonds.

     

    In
connection with the Additional Disclosures,  the Combined Borrowers
have further advised the Global Administrative Agent and the Combined Lenders
that the Combined Borrowers are seeking confirmation from the Combined Lenders
that the fact that the U.S. Borrower had not included the Additional Disclosures
in prior filings will not, for purposes of the Combined Credit Agreements, be
considered or treated as a “Default” or “Event of Default” under, or failure to
comply with, the Combined Credit Agreements.

     

    In
consideration of the mutual covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the parties hereto hereby agree for purposes
of the Combined Credit Agreements and the other Combined Loan
Documents,  that the failure by the U.S. Borrower to comply, at any
time prior to the Filing Date (as defined below), with the requirements of the
second paragraph of Section 3.10 of the First Supplemental Indenture and the
second paragraph of Section 3.10 of the Fifth Supplemental Indenture, and any
“Default” or “Event of Default” arising solely from such failure under the
Supplemental Indentures, shall not constitute a Default or an Event of Default
under each Combined Credit Agreement.

     

    The
limited waiver set forth in the preceding paragraph shall be effective on the
date that each condition precedent set forth in this paragraph is
satisfied:

     

    (a)     The
Amended 10-K shall be filed on or prior to June 30, 2009 (which date of filing,
so long as on or prior to June 30, 2009, shall be referred to herein as the
“Filing
Date”), a copy of which Amended 10-K shall be provided to the Global
Administrative Agent and Combined Lenders pursuant to Section 5.1(e) of the U.S.
Credit Agreement.

     

    (b)     After
giving effect to the limited waiver contained herein, (i) neither a Default nor
an Event of Default has occurred and will exist under either Combined Credit
Agreement, (ii) neither a Default (as defined in the Existing Subordinate Note
Indenture) nor an Event of Default (as defined in the Existing Subordinate Note
Indenture) has occurred and will exist under the Existing Subordinate Note
Indenture, and (iii) 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.

     

    (c)     After
giving effect to the limited waiver contained herein, each representation and
warranty of each Loan Party (as such term is defined in the U.S. Credit
Agreement and the Canadian Credit Agreement) contained in the Combined Loan
Documents to which it is a party is true and correct on the date hereof, except
to the extent such representations and warranties are expressly stated as of a
certain date, in which case such representations and warranties shall be true
and correct in all material respects as of such date.

     

    
       

      
        
           

        

        
           

          
            
              

            

          

        

        
          Quicksilver Resources Inc.

            Quicksilver Resources Canada
Inc.

            June 15, 2009

            Page 3

          

        

      

       

    

    Miscellaneous.  (a)
The Combined Borrowers hereby agree to pay on demand all reasonable
out-of-pocket fees and expenses incurred by the Global Administrative Agent
(including, without limitation, reasonable fees and expenses of counsel to the
Global Administrative Agent) in connection with the preparation, negotiation and
execution of this letter agreement and all related documents, (b) this letter
agreement may be executed in counterparts, and all parties need not execute the
same counterpart; however, no party shall be bound by this letter agreement
until a counterpart hereof has been executed by the U.S. Borrower, the Canadian
Borrower, the Global Administrative Agent, the Canadian Administrative Agent and
the Majority Lenders; facsimiles or other electronic transmission (e.g., pdf)
shall be effective as originals, (c) THIS LETTER AGREEMENT REPRESENTS THE FINAL
AGREEMENT AMONG THE PARTIES REGARDING THE MATTERS SET FORTH HEREIN AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES,
(d) this letter agreement 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, and (e) this
letter agreement shall be governed by, and construed in accordance with, the
laws of the State of Texas.

     

    Please
evidence your agreement to each of the provisions of this letter agreement by
executing a counterpart hereof where indicated and returning a fully executed
counterpart to Catherine S. Callahan, counsel for the Global Administrative
Agent, via facsimile number (214) 999-7958 or via electronic e-mail to ccallahan@velaw.com.

     

    [Signature
Pages Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

                      	 
	 	 	 	 
	 	
                        By:
      

                      	/s/ Kimberly
      A. Bourgeois	 
	 	 	Kimberly
      A. Bourgeois 	 
	 	 	Senior
      Vice President	 
	 	 	 	 


              

            

          

        

      

    

     

    
      
        
        

      

      
        
          [Signature
Page]

          Letter
Agreement

          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]

          Letter
Agreement

          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]

          Letter
Agreement

          Quicksilver
Resources Inc.

        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	 	BNP PARIBAS, as
      a U.S. Lender	 
	 	 	 	 
	 	
                              By:
      

                            	/s/ Richard
      Hawthorne	 
	 	Name:	RICHARD
      HAWTHORNE	 
	 	Title:	DIRECTOR	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              	 	
                      By:
      

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


            

          

        

      

    

     

    
      
        
        

      

      
        
          [Signature
Page]

          Letter
Agreement

          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]

          Letter
Agreement

          Quicksilver
Resources Inc.

        

        
          

        

      

      
        
        

      

    

     

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

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


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
          [Signature
Page]

          Letter
Agreement

          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/ Valerie
      Shapiro	 
	 	Name:	Valerie
      Shapiro	 
	 	Title:	Vice
      President	 
	 	 	 	 


              

            

          

        

      

       

      
        
          
          

        

        
          
            [Signature
Page]

            Letter
Agreement

            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]

            Letter
Agreement

            Quicksilver
Resources Inc.

          

          
            

          

        

        
          
          

        

      

    

     

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

                            	/s/ John
      Mugno	 
	 	Name:	John
      Mugno	 
	 	Title:	Vice
      President	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
          [Signature
Page]

          Letter
Agreement

          Quicksilver
Resources Inc.

        

        
          

        

      

      
        
        

      

    

    
      
         

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

                                	/s/ Jackie
      Barrett	 
	 	Name:	JACKIE
      BARRETT	 
	 	Title:	AUTHORIZED
      SIGNATORY	 
	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
              [Signature
Page]

              Letter
Agreement

              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]

            Letter
Agreement

            Quicksilver
Resources Inc.

          

          
            

          

        

        
          
          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        	 	COMPASS BANK, as
      a U.S. Lender	 
	 	 	 	 
	 	
                                By:
      

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


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
            [Signature
Page]

            Letter
Agreement

            Quicksilver
Resources Inc.

          

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	SOCIÉTÉ GÉNÉRALE, as
      a U.S. Lender	 
	 	 	 	 
	 	
                                      By:
      

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


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
              [Signature
Page]

              Letter
Agreement

              Quicksilver
Resources Inc.

            

            
              

            

          

          
            
            

          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	COMERICA BANK, N.A., as
      a U.S. Lender	 
	 	 	 	 
	 	
                                  By:
      

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


                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
              [Signature
Page]

              Letter
Agreement

              Quicksilver
Resources Inc.

            

            
              

            

          

          
            
            

          

        

      

      
        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	STERLING BANK, as
      a U.S. Lender	 
	 	 	 	 
	 	
                                        By:
      

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


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              
                [Signature
Page]

                Letter
Agreement

                Quicksilver
Resources Inc.

              

              
                

              

            

            
              
              

            

          

        

        
          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	CIBC INC., as a U.S. Lender	 
	 	 	 	 
	 	
                                                By:
      

                                              	/s/ Dominic
      J. Sorresso	 
	 	Name:	Dominic
      J. Sorresso	 
	 	Title:	Executive
      Director	 
	 	 	 	 
	 	CIBC
      World Markets Corp.	 
	 	Authorized
      Signatory	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                

              

              
                
                  [Signature
Page]

                  Letter
Agreement

                  Quicksilver
Resources Inc.

                

                
                  

                

              

              
                
                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        	 	EXPORT DEVELOPMENT CANADA, as
      a U.S. Lender	 
	 	 	 	 
	 	
                                By:
      

                              	/s/ Janine
      Dopson	 
	 	Name:	Janine
      Dopson	 
	 	Title:	Asset
      Manager	 
	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                	 	
                        By:
      

                      	/s/ Shawn
      Cusik	 
	 	Name:	Shawn
      Cusik	 
	 	Title:	Loan
      Portfolio Manager	 
	 	 	 	 


              

            

          

        

      

       

      
        
          
          

        

        
          
            [Signature
Page]

            Letter
Agreement

            Quicksilver
Resources Inc.

          

          
            

          

        

        
          
          

        

      

    

    
      
         

        
          
            
              
                
                  
                    
                      	 	BARCLAYS BANK PLC, as
      a U.S. Lender	 
	 	 	 	 
	 	
                              By:
      

                            	/s/ Maria
      Lund	 
	 	Name:	Maria
      Lund	 
	 	Title:	Vice
      President	 
	 	 	 	 


                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
              [Signature
Page]

              Letter
Agreement

              Quicksilver
Resources Inc.

            

            
              

            

          

          
            
            

          

        

        
          
            
               

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

                                        	 
	 	 	 	 
	 	
                                          By:
      

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


                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                
                  
                    
                      
                        
                          
                            	 	
                                    By:
      

                                  	/s/ Mikhail
      Faybusovich	 
	 	Name:	Mikhail
      Faybusovich	 
	 	Title:	Vice
      President	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

               

              
                
                  
                  

                

                
                  
                    [Signature
Page]

                    Letter
Agreement

                    Quicksilver
Resources Inc.

                  

                  
                    

                  

                

                
                  
                  

                

              

            

            
               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	SCOTIABANC INC., as
      a U.S. Lender	 
	 	 	 	 
	 	
                                            By:
      

                                          	/s/ J.F.
      Todd	 
	 	Name:	J.F.
      Todd	 
	 	Title:	Managing
      Director	 
	 	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                   

                  
                    
                      
                      

                    

                    
                      
                        [Signature
Page]

                        Letter
Agreement

                        Quicksilver
Resources Inc.

                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                
                  
                    
                      
                         

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

                                                    	/s/ Andrew
      Caditz	 
	 	Name:	Andrew
      Caditz	 
	 	Title:	Authorized
      Signatory	 
	 	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                             

                            
                              
                                
                                

                              

                              
                                
                                  [Signature
Page]

                                  Letter
Agreement

                                  Quicksilver
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	 
	 	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    
                                      [Signature
Page]

                                      Letter
Agreement

                                      Quicksilver
Resources Inc.

                                    

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                
                                  
                                    
                                      
                                         

                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 	BNP PARIBAS (CANADA), as
      a Canadian Lender	 
	 	 	 	 
	 	
                                                                  By:
      

                                                                	/s/ Michael
      Gosselin	 
	 	Name:	Michael
      Gosselin	 
	 	Title:	Managing
      Director	 
	 	 	 	 


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                        
                                          
                                            
                                              
                                                
                                                  	 	
                                                          By:
      

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


                                                

                                              

                                            

                                          

                                        

                                         

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                              [Signature
Page]

                                              Letter
Agreement

                                              Quicksilver
Resources Inc.

                                            

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                        
                                          
                                             

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

                                                                        	/s/ Cory
      Wallin	 
	 	Name:	Cory
      Wallin	 
	 	Title:	Vice
      President	 
	 	 	 	 


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 	
                                                                  By:
      

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


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                             

                                            
                                              
                                                
                                                

                                              

                                              
                                                
                                                  [Signature
Page]

                                                  Letter
Agreement

                                                  Quicksilver
Resources Inc.

                                                

                                                
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                            

                                            
                                               

                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 	THE BANK OF NOVA SCOTIA, as
      a Canadian Lender	 
	 	 	 	 
	 	
                                                                        By:
      

                                                                      	/s/ Stacey
      Strike	 
	 	Name:	Stacey
      Strike	 
	 	Title:	Director	 
	 	 	 	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	
                                                                By:
      

                                                              	/s/ Andrew
      Kellock	 
	 	Name:	ANDREW
      KELLOCK	 
	 	Title:	DIRECTOR	 
	 	 	 	 


                                                      

                                                    

                                                  

                                                

                                              

                                               

                                              
                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                    [Signature
Page]

                                                    Letter
Agreement

                                                    Quicksilver
Resources Inc.

                                                  

                                                  
                                                    

                                                  

                                                

                                                
                                                  
                                                  

                                                

                                              

                                              
                                                
                                                  
                                                     

                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	 	CALYON NEW YORK BRANCH, as
      a Canadian Lender	 
	 	 	 	 
	 	
                                                                                  By:
      

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


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	 	
                                                                          By:
      

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


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                     

                                                    
                                                      
                                                        
                                                        

                                                      

                                                      
                                                        
                                                          [Signature
Page]

                                                          Letter
Agreement

                                                          Quicksilver
Resources Inc.

                                                        

                                                        
                                                          

                                                        

                                                      

                                                      
                                                        
                                                        

                                                      

                                                    

                                                    
                                                      
                                                         

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

                                                                                    	/s/ Ivan
      Davey	 
	 	Name:	Ivan
      Davey	 
	 	Title:	Authorised
      Signer	 
	 	 	 	 


                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                             

                                                            
                                                              
                                                                
                                                                

                                                              

                                                              
                                                                
                                                                  [Signature
Page]

                                                                  Letter
Agreement

                                                                  Quicksilver
Resources Inc.

                                                                

                                                                
                                                                  

                                                                

                                                              

                                                              
                                                                
                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	THE TORONTO-DOMINION BANK, as
      a Canadian Lender	 
	 	 	 	 
	 	
                                    By:
      

                                  	/s/ Jackie
      Barrett	 
	 	Name:	JACKIE
      BARRETT	 
	 	Title:	AUTHORIZED
      SIGNATORY	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

            

          

           

          
            
              
              

            

            
              
                [Signature
Page]

                Letter
Agreement

                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]

                                        Letter
Agreement

                                        Quicksilver
Resources Inc.

                                      

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                 

                
                  
                    
                      
                        
                          
                            
                              	 	COMERICA BANK, CANADA
      BRANCH, as a Canadian Lender	 
	 	 	 	 
	 	
                                      By:
      

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


                            

                          

                        

                      

                    

                  

                

                 

                
                  
                    
                    

                  

                  
                    
                      [Signature
Page]

                      Letter
Agreement

                      Quicksilver
Resources Inc.

                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  
                    
                      
                        
                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	
                                                          CANADIAN IMPERIAL BANK OF
      COMMERCE, as
      a Canadian Lender

                                                        	 
	 	 	 	 
	 	
                                                          By:
      

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


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                              
                                
                                  
                                    
                                      
                                        	 	
                                                By:
      

                                              	/s/ Joelle
      Chatwin	 
	 	Name:	Joelle
      Chatwin	 
	 	Title:	Executive
      Director	 
	 	 	 	 


                                      

                                    

                                  

                                

                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                         

                                                        
                                                          
                                                            
                                                            

                                                          

                                                          
                                                            
                                                              [Signature
Page]

                                                              Letter
Agreement

                                                              Quicksilver
Resources Inc.

                                                            

                                                            
                                                              

                                                            

                                                          

                                                          
                                                            
                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                    
                                      
                                         

                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	BARCLAYS BANK, PLC, as
      a Canadian Lender	 
	 	 	 	 
	 	
                                                              By:
      

                                                            	/s/ Maria
      Lund	 
	 	Name:	Maria
      Lund	 
	 	Title:	Vice
      President	 
	 	 	 	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                         

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                              [Signature
Page]

                                              Letter
Agreement

                                              Quicksilver
Resources Inc.

                                            

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                        
                                          
                                            
                                              
                                                
                                                  
                                                     

                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 	CREDIT SUISSE, TORONTO
      BRANCH, as a Canadian Lender	 
	 	 	 	 
	 	
                                                                              By:
      

                                                                            	/s/ Steve
      W. Fuh	 
	 	Name:	Steve
      W. Fuh	 
	 	Title:	Vice-President	 
	 	 	 	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	
                                                                      By:
      

                                                                    	/s/ Craig
      Henshaw	 
	 	Name:	Craig
      Henshaw	 
	 	Title:	Managing
      Director, COO	 
	 	 	 	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                     

                                                    
                                                      
                                                        
                                                        

                                                      

                                                      
                                                        
                                                          [Signature
Page]

                                                          Letter
Agreement

                                                          Quicksilver
Resources Inc.

                                                        

                                                        
                                                          

                                                        

                                                      

                                                      
                                                        
                                                        

                                                      

                                                    

                                                    
                                                      
                                                        
                                                           

                                                          
                                                            Accepted
and agreed to as of

                                                            the date
first written above by:

                                                             

                                                            


                                                            QUICKSILVER RESOURCES
INC.,

                                                            a
Delaware corporation, as U.S. Borrower

                                                             

                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	By:	
                                                                                  /s/
      MarLu Hiller

                                                                                	 	 
	 	MarLu
      Hiller, Vice President - Treasurer	 	 


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                            


                                                             

                                                            QUICKSILVER RESOURCES CANADA
INC.,

                                                            an
Alberta, Canada corporation, as Canadian Borrower

                                                             

                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	By:	
                                                                                /s/
      MarLu Hiller

                                                                              	 	 
	 	MarLu
      Hiller, Vice President - Treasurer	 	 


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      [Signature
Page]

      Letter Agreement

      Quicksilver Resources
Inc.