Fourth Amendment to Combined Credit Agreements



 Exhibit 10.2 
  
 FOURTH AMENDMENT TO COMBINED CREDIT AGREEMENTS 
  
 THIS FOURTH AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of November 30, 2005 (this “Amendment”),
among QUICKSILVER RESOURCES INC., a Delaware corporation (the “U.S. Borrower”), MGV ENERGY INC., an Alberta, Canada corporation (the “Canadian Borrower”), each of the lenders that is a signatory to, or which becomes
a signatory to, the U.S. Credit Agreement (together with its successors and assigns, the “U.S. Lenders”), each of the lenders that is a signatory to, or which becomes a signatory to, the Canadian Credit Agreement (together with its
successors and assigns, the “Canadian Lenders”, and together with the U.S. Lenders, the “Combined Lenders”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), as Global Administrative Agent (in such
capacity, together with its successors in such capacity, the “Global Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH (successor by merger to Bank One, N.A., Canada Branch), as Canadian Administrative Agent (in such
capacity, together with its successors in such capacity, the “Canadian Administrative Agent”), BNP PARIBAS and BANK OF AMERICA, N.A., as Co-Global Syndication Agents, and FORTIS CAPITAL CORP. and THE BANK OF NOVA SCOTIA, as
Co-Global Documentation Agents. 
  
 W I T N E S S E T H:

  
 1. The U.S. Borrower, the Global Administrative Agent, the
Co-Global Syndication Agents, the Co-Global Documentation Agents, and the U.S. Lenders are parties to that certain Credit Agreement dated as of July 28, 2004, as amended by (i) that certain First Amendment to Combined Credit Agreements
dated as of September 21, 2004, (ii) that certain Second Amendment to Combined Credit Agreements dated as of January 11, 2005, and (iii) that certain Third Amendment to Combined Credit Agreements dated as of June 17, 2005
(as amended, 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 Co-Global Syndication
Agents, the Co-Global Documentation Agents, and the Canadian Lenders are parties to that certain Credit Agreement dated as of July 28, 2004, as amended by (i) that certain First Amendment to Combined Credit Agreements dated as of
September 21, 2004, (ii) that certain Second Amendment to Combined Credit Agreements dated as of January 11, 2005, and (iii) that certain Third Amendment to Combined Credit Agreements dated as of June 17, 2005 (as amended,
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 parties to the Combined Credit
Agreements intend to amend the Combined Credit Agreements, to increase the Global Borrowing Base and U.S. Borrowing Base, establish the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base and to increase the Combined Commitments
as follows: 
  
 NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein contained, the parties hereto agree as follows: 







 I. Amendments to U.S. Credit Agreement. 
  
 A. The definition of “Authorized Officer” contained in
Section 1.1 of the U.S. Credit Agreement hereby is amended by deleting the reference to “its Vice President-Controller” and replacing such reference with “its Vice President-Controller, its Vice President Finance”.

  
 B. The definition of “Distribution” contained
in Section 1.1 of the U.S. Credit Agreement hereby is amended by inserting the following proviso prior to the period at the end of such definition: 
  

“; provided, however, that, notwithstanding anything to the contrary contained herein or in any other Combined Loan Document, the
term “Distribution” shall be deemed not to include any cash payment or distribution by the Borrower to any holder of Indebtedness of the Borrower that is convertible into capital stock of the Borrower that is made (or agreed to be made) in
satisfaction, in whole or in part, of (i) such Indebtedness or (ii) the Borrower’s obligations to issue capital stock upon any such holder’s conversion of such Indebtedness to capital stock of the Borrower, in either case,
whether paid or distributed by the Borrower upon any such Holder’s request to convert any such Indebtedness to capital stock of the Borrower or otherwise”. 
  
 C. The definition of “Senior Notes” contained in Section 1.1 of the U.S. Credit Agreement
hereby is amended by inserting after “(ii)” the phrase “except to the extent any such prepayments are made in accordance with subsection (y) to the proviso in Section 7.14, “. 
  
 D. Subsection (c) of Section 2.2 of the U.S. Credit
Agreement hereby is amended by deleting the reference to “six (6) Eurodollar Borrowings outstanding” and replacing such reference with “eight (8) Eurodollar Borrowings outstanding”. 
  
 E. Subsection (d)(iii) of Section 2.7 of the U.S. Credit
Agreement hereby is amended by deleting the reference to “U.S.$108,000,000” and replacing such reference with “$U.S.$132,000,000”. 
  
 F. Section 7.1 of the U.S. Credit Agreement hereby is amended by (i) revising the current Subsection 7.1(b) in its entirety to
read as follows: 
  
 “ (b) (i) secured Subordinated
Debt (including, without limitation, the Existing Subordinated Debt), and (ii) Guarantees by any Subsidiary of the Subordinated Debt (including the Existing Subordinate Debt); provided, however, that all such Subordinated Debt
(inclusive of the Existing Subordinated Debt) does not exceed an aggregate principal amount of U.S.$100,000,000 and shall be in compliance with the requirements of Section 7.14; and provided, further, that all Indebtedness
permitted pursuant to Sections 7.1(b), 7.1(o) and 7.1(p) does not exceed an aggregate principal amount of U.S.$520,000,000;”; 
  
 (ii) revising the current Subsection 7.1(o) in its entirety to read as follows: 
  
 “ (o) other unsecured Subordinated Debt of the Borrower, which Subordinated Debt may be convertible into capital
stock of the Borrower, and 

  

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Guarantees by Subsidiaries of such Subordinated Debt; provided, however, that all such Subordinated Debt (i) does not exceed an aggregate
principal amount of U.S.$450,000,000, (ii) is subordinated in right of security and payment to the payment in full in cash and cash equivalents of all Combined Obligations of the Borrower or the relevant Subsidiary, as the case may be, on terms
and conditions satisfactory to the Global Administrative Agent and the Required Lenders, (iii) has a maturity date at least six (6) months after the Maturity Date, (iv) except to the extent any such prepayments are made in accordance
with subsection (y) to the proviso in Section 7.14, is not permitted to be prepaid (other than the conversion of such Subordinated Debt to capital stock of the Borrower) without the written consent of the Global
Administrative Agent and the Required Lenders, (v) has a coupon not in excess of nine percent (9%); (vi) contains covenants not materially more onerous to Borrower and its Subsidiaries than those contained in the Combined Loan Documents
and (vii) contains other terms and conditions (including amount, interest, amortization, covenants and events of default) as are satisfactory to the Global Administrative Agent and the Required Lenders, and provided, further, that all
Indebtedness permitted pursuant to Sections 7.1(b), 7.1(o) and 7.1(p) does not exceed an aggregate principal amount of U.S.$520,000,000; and”; 
  
 and; (iii) revising the current Subsection 7.1(p) in its entirety to read as follows:

  
 “ (p) unsecured Senior Notes of the Borrower and
Guarantees by Subsidiaries of such Senior Notes; provided, however, that the aggregate principal amount of such Senior Notes does not exceed U.S.$300,000,000, and provided, further, that all Indebtedness permitted
pursuant to Sections 7.1(b), 7.1(o) and 7.1(p) does not exceed an aggregate principal amount of U.S.$520,000,000;”. 
  
 G. Section 7.6 of the U.S. Credit Agreement hereby is amended by deleting the reference to “U.S.$350,000,000” and replacing such
reference with “U.S.$520,000,000”. 
  
 H.
Section 7.14 of the U.S. Credit Agreement hereby is amended by deleting the reference to “U.S.$350,000,000” and replacing such reference with “U.S.$520,000,000”. 
  
 I. Effective as of December 31, 2005, Exhibit K to the U.S.
Credit Agreement hereby is amended by inserting the description of all of the properties listed on the attached Exhibit AA (the “Additional Mortgaged Property”) at the conclusion of Exhibit K to the U.S. Credit
Agreement. 
  
 J. Schedule 2.1 to the U.S. Credit Agreement
hereby is amended by replacing Schedule 2.1 to the U.S. Credit Agreement with Schedule 2.1 – U.S. Credit Agreement to this Amendment. 
  
 II. Amendments to Canadian Credit Agreement. 
  
 A. The definition of “Authorized Officer” contained in Section 1.1 of the Canadian Credit Agreement hereby is amended by
deleting the reference to “with respect to the Borrower, 

  

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its Chief Financial Officer” and replacing such reference with “with respect to the Borrower, its Vice President Finance”. 
  
 B. The definition of “Senior Notes” contained in
Section 1.1 of the Canadian Credit Agreement hereby is amended by inserting after “(ii)” the phrase “except to the extent any such prepayments are made in accordance with subsection (y) to the proviso in
Section 7.14 of the U.S. Credit Agreement,”. 
  
 C. Subsection (c) of Section 2.2 of the Canadian Credit Agreement hereby is amended by deleting the reference to “six (6) Eurodollar Borrowings, BA Loan Borrowings or Bankers’ Acceptance Borrowings
outstanding” and replacing such reference with “eight (8) Eurodollar Borrowings, BA Loan Borrowings or Bankers’ Acceptance Borrowings outstanding”. 
  
 D. Subsection (d)(iii) of Section 2.7 of the Canadian Credit Agreement hereby is amended by deleting the
reference to “U.S.$108,000,000” and replacing such reference with “$U.S.$170,000,000”. 
  
 E. Section 7.1 of the Canadian Credit Agreement hereby is amended by (i) revising the current Subsection 7.1(b) in its entirety to
read as follows: 
  
 “ (b) (i) secured
Subordinated Debt (including, without limitation, the Existing Subordinated Debt), and (ii) Guarantees by any Subsidiary of the Subordinated Debt (including the Existing Subordinate Debt); provided, however, that all such
Subordinated Debt (inclusive of the Existing Subordinated Debt) does not exceed an aggregate principal amount of U.S.$100,000,000 and shall be in compliance with the requirements of Section 7.14 of the U.S. Credit Agreement; and
provided, further, that all Indebtedness permitted pursuant to Sections 7.1(b), 7.1(o) and 7.1(p) does not exceed an aggregate principal amount of U.S.$520,000,000;”; 
  
 (ii) revising the current Subsection 7.1(o) in its
entirety to read as follows: 
  
 “ (o) other unsecured
Subordinated Debt of the Parent, which Subordinated Debt may be convertible into capital stock of the Parent, and Guarantees by Subsidiaries of the Parent of such Subordinated Debt; provided, however, that all such Subordinated Debt
(i) does not exceed an aggregate principal amount of U.S.$450,000,000, (ii) is subordinated in right of security and payment to the payment in full in cash and cash equivalents of all Combined Obligations of the Parent or the relevant
Subsidiary of the Parent, as the case may be, on terms and conditions satisfactory to the Global Administrative Agent and the Required Lenders, (iii) has a maturity date at least six (6) months after the Maturity Date, (iv) except to
the extent any such prepayments are made in accordance with subsection (y) to the proviso in Section 7.14 of the U.S. Credit Agreement, is not permitted to be prepaid (other than the conversion of such Subordinated Debt to
capital stock of the Parent) without the written consent of the Global Administrative Agent and the Required Lenders, (v) has a coupon not in excess of nine percent (9%); (vi) contains covenants not materially more onerous to the Parent
and its Subsidiaries than those contained in the Combined 

  

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Loan Documents and (vii) contains other terms and conditions (including amount, interest, amortization, covenants and events of default) as are
satisfactory to the Global Administrative Agent and the Required Lenders, and provided, further, that all Indebtedness permitted pursuant to Sections 7.1(b), 7.1(o) and 7.1(p) does not exceed an aggregate principal
amount of U.S.$520,000,000; and”; 
  
 and; (iii) revising the current
Subsection 7.1(p) in its entirety to read as follows: 
  
 “ (p) unsecured Senior Notes of the Parent and Guarantees by Subsidiaries of the Parent of such Senior Notes; provided, however, that the aggregate principal amount of such Senior Notes does not exceed
U.S.$300,000,000, and provided, further, that all Indebtedness permitted pursuant to Sections 7.1(b), 7.1(o) and 7.1(p) does not exceed an aggregate principal amount of U.S.$520,000,000;”. 
  
 F. Schedule 2.1 to the Canadian Credit Agreement hereby is amended by
replacing Schedule 2.1 to the Canadian Credit Agreement with Schedule 2.1 – Canadian Credit Agreement to this Amendment. 
  
 III. Amendment to Intercreditor Agreement. Subsection (d) of Section 3.2 of the Intercreditor Agreement hereby is
amended by (i) replacing the phrase “; and” with “.”, and (ii) inserting the following at the end of such subsection: 
  
 “Notwithstanding anything in this Agreement to the contrary but subject to clause (e) below, if after the reduction in pro rata sharing
of U.S. Payments pursuant to this Section 3.2(d) there still remain U.S. Payments which have not yet been applied in the manner set forth in Section 3.2(c), then Section 3.2(c) shall once again be applied to such
remaining U.S. Payments.” 
  
 IV. Global Borrowing
Base. 
  
 A. Subject to adjustments pursuant to
Sections 2.7(d), (e), (g), and (h) of the U.S. Credit Agreement, by execution of this Amendment, each of the Global Administrative Agent, the Combined Lenders, the U.S. Lenders, the U.S. Borrower and the Canadian
Borrower agree during the period from the date hereof to the date of the next redetermination of the Global Borrowing Base pursuant to the provisions of Section 2.7 of the U.S. Credit Agreement currently scheduled to become effective on
or about May 1, 2006 that (i) the Global Borrowing Base shall equal U.S.$600,000,000, (ii) the U.S. Borrowing Base shall equal U.S.$330,000,000, (iii) the Allocated U.S. Borrowing Base shall equal U.S.$330,000,000, and
(iv) the Allocated Canadian Borrowing Base shall equal U.S.$270,000,000. 
  
 B. Each of the Global Administrative Agent, the Combined Lenders, the U.S. Lenders, and the U.S. Borrower and the Canadian Borrower agree and acknowledge that (i) the determination of the Global Borrowing Base
and U.S. Borrowing Base set forth in Section III(A) of this Amendment was a “discretionary redetermination” of the Global Borrowing Base and the U.S. Borrowing Base pursuant to Section 2.7(e) of the U.S. Credit Agreement and
(ii) such “discretionary redetermination” of the Global Borrowing Base and the U.S. Borrowing Base shall not be considered as a request for a “discretionary determination” of the Global Borrowing 

  

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Base and the U.S. Borrowing Base by the Borrower, the Global Administrative Agent or the Required Lenders for the purposes of the first sentence of
Section 2.7(e) of the U.S. Credit Agreement. 
  
 V.
Global Commitment Increase. 
  
 A. Pursuant to
Section 2.1(b) of each of the U.S. Credit Agreement and the Canadian Credit Agreement, by execution of this Amendment, each of the Global Administrative Agent, the Canadian Administrative Agent, the Combined Lenders, the U.S. Borrower
and the Canadian Borrower agree to the increase in the aggregate Global Commitments to U.S.$600,000,000. 
  
 B. In accordance with Section 2.1(c) of each of the U.S. Credit Agreement and the Canadian Credit Agreement after the occurrence of a Global
Commitment Increase pursuant to Section 2.1(b) of each of the U.S. Credit Agreement and the Canadian Credit Agreement, the Global Administrative Agent hereby notifies the Canadian Administrative Agent, the Combined Lenders, the U.S. Borrower
and the Canadian Borrower of the reallocation of the Global Commitments under the Combined Credit Agreements as set forth and described on Exhibit B, Schedule 2.1-U.S. Credit Agreement and Schedule 2.1 – Canadian Credit
Agreement attached hereto. 
  
 VI. Rearrangement And
Increase of Existing Loans. Upon the effectiveness of this Amendment: 
  
 A. All of the Combined Commitments and outstanding Combined Obligations under the Combined Credit Agreements as of the date of such effectiveness shall hereby be restructured, rearranged, renewed, extended and
continued under the applicable Combined Credit Agreement (as amended hereby) and all Combined Loans and Letters of Credit outstanding under the applicable Combined Credit Agreement as of the date of such effectiveness shall hereby become Combined
Loans and Letters of Credit outstanding under the applicable Combined Credit Agreement (as amended hereby). 
  
 B. In connection herewith, the Combined Lenders party to the Combined Credit Agreements prior to the effectiveness of this Amendment (the “Existing
Lenders”) hereby sell, assign, transfer and convey, and the Combined Lenders hereby purchase and accept, so much of the aggregate Combined Commitments under, Combined Loans outstanding under, and participations in Letters of Credit issued
pursuant to, the Combined Credit Agreements such that the Combined Commitment of each Combined Lender shall be as set forth on Schedule 2.1 to each of the Combined Credit Agreements (as amended hereby). The foregoing assignments, transfers and
conveyances are without recourse to the Existing Lenders and without any warranties whatsoever by any Agent, any Issuing Bank or any Existing Lender as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in
whole or in part, other than the warranty of each Existing Lender that it has not previously sold, transferred, conveyed or encumbered such interests. 
  
 VII. Effectiveness. This Amendment shall become effective as of the date (the “Effective Date”) when the Global
Administrative Agent shall have received: 
  

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	 	A.	Counterparts hereof duly executed by the U.S. Borrower, the Canadian Borrower, the Global Administrative Agent, the Canadian Administrative Agent and the Combined 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.	A certificate dated as of the date of this Agreement of an Authorized Officer of the Borrower certifying that attached to such certificate is a true and complete copy of resolutions
duly adopted by the board of directors or management committee of such party, as applicable, authorizing the execution, delivery and performance of this Amendment and the effectuation of the transactions contemplated by the Amendment.


  

	 	C.	An amendment fee for the account of each Combined Lender which is increasing their Combined Commitment in the manner and amount agreed upon between U.S. Borrower and the Global
Administrative Agent in that certain fee letter dated November 30, 2005 and (ii) such other fees otherwise agreed to in writing by the U.S. Borrower. 

  
 VIII. Reaffirmation of Representations and Warranties. To induce the Combined Lenders and the Global
Administrative Agent to enter into this Amendment, the U.S. Borrower and the Canadian Borrower hereby reaffirm, as of the date hereof, the following: 
  
 (i) The representations and warranties of each Loan Party (as such term is defined in the U.S. Credit Agreement and the Canadian Credit
Agreement, collectively, the “Combined Loan Parties”) set forth in the Combined Loan Documents to which it is a party are true and correct on and as of the date hereof (or, if stated to have been made expressly as of an earlier
date, were true and correct in all material respects as of such date). 
  
 (ii) Each of the Combined Loan Parties (a) is a corporation, partnership or limited liability company 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, partnership or limited liability company 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, partnership or limited liability company 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 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 and (ii) actions 

  

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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 (i) bankruptcy, insolvency, reorganization, moratorium, or similar Governmental Rules affecting creditors’ rights generally, and (ii) 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 or will exist under either Combined Credit Agreement after giving effect to the
transactions contemplated by this Amendment or the other Combined Loan Documents. Neither the U.S. Borrower or any of its Subsidiaries nor the Canadian Borrower or any of its Subsidiaries is in default under, nor has any event or circumstance
occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default under, any Material Agreement to which the U.S. Borrower or any of its Subsidiaries or the Canadian Borrower or any of
its Subsidiaries is a party or by which the U.S. Borrower or any of its Subsidiaries or the Canadian Borrower or any of its Subsidiaries is bound which default would reasonably be expected to have a Material Adverse Effect. The U.S. Borrower is in
compliance with the financial covenants set forth in Article VI of the U.S. Credit Agreement. 
  
 (vi) No event or events have occurred since December 31, 2003 which individually or in the aggregate would reasonably be expected to
have a Material Adverse Effect. 
  
 IX. Defined
Terms. Except as amended hereby, terms used herein when defined in the U.S. Credit Agreement shall have the same meanings herein unless the context otherwise requires. 
  
 X. 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. 
  

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 XI. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS. 
  
 NOTWITHSTANDING THE FOREGOING SENTENCE AND
AFTER GIVING EFFECT TO THE TEXTUAL AMENDMENTS CONTAINED IN SECTIONS I AND II OF THIS AMENDMENT, (i) THE U.S. CREDIT AGREEMENT (AS AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW SPECIFIED IN
SECTION 10.9(a) OF THE U.S. CREDIT AGREEMENT, AND (ii) THE CANADIAN CREDIT AGREEMENT (AS AMENDED HEREBY) SHALL CONTINUE TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW SPECIFIED IN SECTION 10.9(a) OF
THE CANADIAN CREDIT AGREEMENT. 
  
 XII. 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. 
  
 XIII. 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 shall be effective as delivery of a manually executed counterpart of this Amendment. 
  
 XIV. 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. 
  
 XV. 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 not 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). 
  
 XVI. No Oral Agreements. THIS AMENDMENT, THE COMBINED CREDIT
AGREEMENTS, AS AMENDED HEREBY, AND THE OTHER COMBINED LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN 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. 
  
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 IN WITNESS WHEREOF, the U.S. Borrower, the Canadian Borrower, the undersigned Combined Lenders, the
Global Administrative Agent, and the other “agents” under the Combined Credit Agreements have executed this Amendment as of the date first above written. 
  

			
	U.S. BORROWER
	
	QUICKSILVER RESOURCES INC.
		
	By:	 	 /s/ MarLu Hiller


	Name:	 	MarLu Hiller
	Title:	 	Treasurer
	
	CANADIAN BORROWER
	
	MGV ENERGY INC.
		
	By:	 	 /s/ MarLu Hiller


	Name:	 	MarLu Hiller
	Title:	 	Treasurer


  

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	AGENTS AND COMBINED LENDERS
	
	JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), as Global Administrative Agent and as a U.S. Lender
		
	By:	 	 /s/ J. Scott Fowler


	Name:	 	J. Scott Fowler
	Title:	 	Vice President


  

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	BNP PARIBAS, as a Co-Global Syndication Agent and as a U.S. Lender
		
	By:	 	 /s/ Brian M. Malone


	Name:	 	Brian M. Malone
	Title:	 	Managing Director
		
	By:	 	 /s/ Russell Otts


	Name:	 	Russell Otts
	Title:	 	Vice President


  

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	BANK OF AMERICA, N.A., as a Co-Global Syndication Agent and as a U.S. Lender
		
	By:	 	 /s/ Ronald E. McKaig


	Name:	 	Ronald E. McKaig
	Title:	 	Senior Vice President


  

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	FORTIS CAPITAL CORP., as the Co-Global Documentation Agent and as a U.S. Lender
		
	By:	 	 /s/ Michele Jones


	Name:	 	Michele Jones
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Darrell Holley


	Name:	 	Darrell Holley
	Title:	 	Managing Director


  

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	THE BANK OF NOVA SCOTIA, as a Co-Global Documentation Agent and as a U.S. Lender
		
	By:	 	 /s/ Nadine Bell


	Name:	 	Nadine Bell
	Title:	 	Senior Manager


  

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	 COMERICA BANK, as a U.S. Lender

		
	By:	 	 /s/ Peter L. Sefzik


	Name:	 	Peter L. Sefzik
	Title:	 	Vice President


  

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	THE ROYAL BANK OF SCOTLAND plc, as a U.S. Lender
		
	By:	 	 /s/ Robert E. Poirrier Jr.


	Name:	 	Robert E. Poirrier Jr.
	Title:	 	Vice President


  

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	CALYON NEW YORK BRANCH, as a U.S. Lender
		
	By:	 	 /s/ Bertrand Cord’homme


	Name:	 	Bertrand Cord’homme
	Title:	 	Director
		
	By:	 	 /s/ Michael Willis


	Name:	 	Michael Willis
	Title:	 	Vice President


  

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	CIBC INC., as a U.S. Lender
		
	By:	 	 /s/ Dominic J. Sorresso


	Name:	 	Dominic J. Sorresso
	Title:	 	Executive Director
	
	 CIBC World Markets Corp., as Agent



  

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	 COMPASS BANK, as a U.S. Lender

		
	By:	 	 /s/ Murray E. Brasseaux


	Name:	 	Murray E. Brasseaux
	Title:	 	Executive Vice President


  

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	STERLING BANK, as a U.S. Lender
		
	By:	 	 /s/ Melissa Bauman


	 	 	Melissa Bauman
	 	 	Senior Vice President


  

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	TORONTO DOMINION (TEXAS) LLC (as successor in interest to Toronto Dominion (Texas), Inc.), as a U.S. Lender
		
	By:	 	 /s/ Jim Bridwell


	Name:	 	Jim Bridwell
	Title:	 	Authorized Signatory


  

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	HARRIS NESBITT FINANCING, INC., as a U.S. Lender
		
	By:	 	 /s/ Mary Lou Allen


	Name:	 	Mary Lou Allen
	Title:	 	Vice President


  

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	 SOCIETE GENERALE, as a U.S. Lender

		
	By:	 	 /s/ Stephen W. Warfel


	Name:	 	Stephen W. Warfel
	Title:	 	Vice President


  

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	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, (successor by merger to Bank One, N.A., Canada Branch), as Canadian Administrative Agent and as a Canadian Lender
		
	By:	 	 /s/ J. Scott Fowler


	Name:	 	J. Scott Fowler
	Title:	 	Vice President


  

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	 BNP PARIBAS (CANADA), as a Canadian Lender

		
	By:	 	 /s/ Edward Pak


	Name:	 	Edward Pak
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Krista McLeod


	Name:	 	Krista McLeod
	Title:	 	Assistant Vice President


  

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	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:	 	Assistant Vice President


  

 S - 18 
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	THE BANK OF NOVA SCOTIA, as a Canadian Lender
		
	By:	 	 /s/ Dan W. Lindquist


	Name:	 	Dan W. Lindquist
	Title:	 	Director


  

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	COMERICA BANK, CANADA BRANCH, as a Canadian Lender
		
	By:	 	 /s/ Robert C. Rosen


	Name:	 	Robert C. Rosen
	Title:	 	Vice President


  

 S - 20 
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	CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Lender
		
	By:	 	 /s/ Randy Geislinger


	Name:	 	Randy Geislinger
	Title:	 	Director
		
	By:	 	 /s/ Joelle Chatwin


	Name:	 	Joelle Chatwin
	Title:	 	Executive Director


  

 S - 21 
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	TORONTO DOMINION BANK, as a Canadian Lender
		
	By:	 	 /s/ Debbi Brito


	Name:	 	Debbi Brito
	Title:	 	Manager, Corporate Credit & Compliance


  

 S - 22 
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	BANK OF MONTREAL, as a Canadian Lender
		
	By:	 	 /s/ Mary Lou Allen


	Name:	 	Mary Lou Allen
	Title:	 	Vice President


  

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	SOCIETE GENERALE (CANADA), as a Canadian Lender
		
	By:	 	 /s/ David Baldoni


	Name:	 	David Baldoni
	Title:	 	Managing Director
		
	By:	 	 /s/ François Laliberté


	Name:	 	François Laliberté
	Title:	 	Managing Director


  

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	FORTIS CAPITAL (CANADA) LTD., as a Canadian Lender
		
	By:	 	 /s/ Darrell Holley


	Name:	 	Darrell Holley
	Title:	 	Managing Director
		
	By:	 	 /s/ Doug Clark


	Name:	 	Doug Clark
	Title:	 	Senior Vice President


  

 S - 25 
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 EXHIBIT B 
  
 GLOBAL COMMITMENTS, U.S. COMMITMENTS AND CANADIAN COMMITMENTS 
  

											
	 U.S. Lender

	 	 Canadian Lender

	 	Designation

	 	 Global
 Commitments

	 	 U.S.
 Commitments

	 	 Canadian
 Commitments


	JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA	 	JPMorgan Chase Bank, N.A., Toronto Branch, successor by merger to Bank One, NA, Canada Branch	 	Flex Lender	 	U.S.$60,000,000.00	 	U.S.$25,384,615.38	 	U.S.$34,615,384.62
	BNP Paribas	 	BNP Paribas (Canada)	 	Pro Rata Lender	 	U.S.$55,000,000.00	 	U.S.$30,250,000.00	 	U.S.$24,750,000.00
	Bank of America, N.A.	 	Bank of America, N.A. (by its Canada branch)	 	Flex Lender	 	U.S.$55,000,000.00	 	U.S.$23,269,230.77	 	U.S.$31,730,769.23
	Fortis Capital Corp.	 	Fortis Capital (Canada) Ltd.	 	Flex Lender	 	U.S.$55,000,000.00	 	U.S.$23,269,230.77	 	U.S.$31,730,769.23
	The Bank of Nova Scotia	 	The Bank of Nova Scotia	 	Flex Lender	 	U.S.$55,000,000.00	 	U.S.$23,269,230.77	 	U.S.$31,730,769.23
	Comerica Bank	 	Comerica Bank, Canada Branch	 	Flex Lender	 	U.S.$45,000,000.00	 	U.S.$19,038,461.54	 	U.S.$25,961,538.46
	The Royal Bank of Scotland PLC	 	N/A	 	U.S. Only Lender	 	U.S.$35,000,000.00	 	U.S.$35,000,000.00	 	U.S.$0.00
	Calyon New York Branch	 	N/A	 	U.S. Only Lender	 	U.S.$35,000,000.00	 	U.S.$35,000,000.00	 	U.S.$0.00
	CIBC Inc.	 	Canadian Imperial Bank of Commerce	 	Flex Lender	 	U.S.$30,000,000.00	 	U.S.$12,692,307.69	 	U.S.$17,307,692.31
	Compass Bank	 	N/A	 	U.S. Only Lender	 	U.S.$20,000,000.00	 	U.S.$20,000,000.00	 	U.S.$0.00
	Sterling Bank	 	N/A	 	U.S. Only Lender	 	U.S.$20,000,000.00	 	U.S.$20,000,000.00	 	U.S.$0.00
	Toronto Dominion (Texas) LLC successor to Toronto Dominion (Texas), Inc.	 	Toronto Dominion Bank	 	Flex Lender	 	U.S.$45,000,000.00	 	U.S.$19,038,461.54	 	U.S.$25,961,538.46
	Harris Nesbitt Financing Inc.	 	Bank of Montreal	 	Flex Lender	 	U.S.$45,000,000.00	 	U.S.$19,038,461.54	 	U.S.$25,961,538.46
	Societe Generale	 	Societe Generale (Canada)	 	Pro Rata Lender	 	U.S.$45,000,000.00	 	U.S.$24,750,000.00	 	U.S.$20,250,000.00
	 	 	 	 	 	 	
	 	
	 	

	 TOTAL:
	 	 	 	 	 	U.S.$600,000,000.00	 	U.S.$330,000,000.00	 	U.S.$270,000,000.00

  
 Exhibit B – Page 1








 SCHEDULE 2.1 – U.S. CREDIT AGREEMENT 
  
 GLOBAL COMMITMENTS AND COMMITMENTS 
  

									
	 U.S. Lender

	 	 Canadian Lender

	 	Designation

	 	Commitments

	 	 Global
 Commitments


	JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA	 	JPMorgan Chase Bank, N.A., Toronto Branch, successor by merger to Bank One, NA, Canada Branch	 	Flex Lender	 	U.S.$25,384,615.38	 	U.S.$60,000,000.00
	BNP Paribas	 	BNP Paribas (Canada)	 	Pro Rata Lender	 	U.S.$30,250,000.00	 	U.S.$55,000,000.00
	Bank of America, N.A.	 	Bank of America, N.A. (by its Canada branch)	 	Flex Lender	 	U.S.$23,269,230.77	 	U.S.$55,000,000.00
	Fortis Capital Corp.	 	Fortis Capital (Canada) Ltd.	 	Flex Lender	 	U.S.$23,269,230.77	 	U.S.$55,000,000.00
	The Bank of Nova Scotia	 	The Bank of Nova Scotia	 	Flex Lender	 	U.S.$23,269,230.77	 	U.S.$55,000,000.00
	Comerica Bank	 	Comerica Bank, Canada Branch	 	Flex Lender	 	U.S.$19,038,461.54	 	U.S.$45,000,000.00
	The Royal Bank of Scotland PLC	 	N/A	 	U.S. Only Lender	 	U.S.$35,000,000.00	 	U.S.$35,000,000.00
	Calyon New York Branch	 	N/A	 	U.S. Only Lender	 	U.S.$35,000,000.00	 	U.S.$35,000,000.00
	CIBC Inc.	 	Canadian Imperial Bank of Commerce	 	Flex Lender	 	U.S.$12,692,307.69	 	U.S.$30,000,000.00
	Compass Bank	 	N/A	 	U.S. Only Lender	 	U.S.$20,000,000.00	 	U.S.$20,000,000.00
	Sterling Bank	 	N/A	 	U.S. Only Lender	 	U.S.$20,000,000.00	 	U.S.$20,000,000.00
	Toronto Dominion (Texas) LLC, successor to Toronto Dominion (Texas), Inc.	 	Toronto Dominion Bank	 	Flex Lender	 	U.S.$19,038,461.54	 	U.S.$45,000,000.00
	Harris Nesbitt Financing Inc.	 	Bank of Montreal	 	Flex Lender	 	U.S.$19,038,461.54	 	U.S.$45,000,000.00
	Societe Generale	 	Societe Generale (Canada)	 	Pro Rata Lender	 	U.S.$24,750,000.00	 	U.S.$45,000,000.00
	 	 	 	 	 	 	
	 	

					
	 TOTAL:
	 	 	 	 	 	U.S.$330,000,000.00	 	U.S.$600,000,000

  
 Schedule 2.1 –
U.S. Credit Agreement – Page 1 







 SCHEDULE 2.1 – CANADIAN CREDIT AGREEMENT 
  
 GLOBAL COMMITMENTS AND COMMITMENTS\ 
  

									
	 U.S. Lender

	 	 Canadian Lender

	 	Designation

	 	Commitments

	 	 Global
 Commitments


	JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA	 	JPMorgan Chase Bank, N.A., Toronto Branch, successor by merger to Bank One, NA, Canada Branch	 	Flex Lender	 	U.S.$34,615,384.62	 	U.S.$60,000,000.00
	BNP Paribas	 	BNP Paribas (Canada)	 	Pro Rata Lender	 	U.S.$24,750,000.00	 	U.S.$55,000,000.00
	Bank of America, N.A.	 	Bank of America, N.A. (by its Canada branch)	 	Flex Lender	 	U.S.$31,730,769.23	 	U.S.$55,000,000.00
	Fortis Capital Corp.	 	Fortis Capital (Canada) Ltd.	 	Flex Lender	 	U.S.$31,730,769.23	 	U.S.$55,000,000.00
	The Bank of Nova Scotia	 	The Bank of Nova Scotia	 	Flex Lender	 	U.S.$31,730,769.23	 	U.S.$55,000,000.00
	Comerica Bank	 	Comerica Bank, Canada Branch	 	Flex Lender	 	U.S.$25,961,538.46	 	U.S.$45,000,000.00
	The Royal Bank of Scotland PLC	 	N/A	 	U.S. Only Lender	 	U.S.$0.00	 	U.S.$35,000,000.00
	Calyon New York Branch	 	N/A	 	U.S. Only Lender	 	U.S.$0.00	 	U.S.$35,000,000.00
	CIBC Inc.	 	Canadian Imperial Bank of Commerce	 	Flex Lender	 	U.S.$17,307,692.31	 	U.S.$30,000,000.00
	Compass Bank	 	N/A	 	U.S. Only Lender	 	U.S.$0.00	 	U.S.$20,000,000.00
	Sterling Bank	 	N/A	 	U.S. Only Lender	 	U.S.$0.00	 	U.S.$20,000,000.00
	Toronto Dominion (Texas) LLC, successor to Toronto Dominion (Texas), Inc.	 	Toronto Dominion Bank	 	Flex Lender	 	U.S.$25,961,538.46	 	U.S.$45,000,000.00
	Harris Nesbitt Financing Inc.	 	Bank of Montreal	 	Flex Lender	 	U.S.$25,961,538.46	 	U.S.$45,000,000.00
	Societe Generale	 	Societe Generale (Canada)	 	Pro Rata Lender	 	U.S.$20,250,000.00	 	U.S.$45,000,000.00
	 	 	 	 	 	 	
	 	

					
	 TOTAL:
	 	 	 	 	 	U.S.$270,000,000.00	 	U.S.$600,000,000

  
 Schedule 2.1 –
Canadian Credit Agreement – Page 1