10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  to

Commission file number: 001-14837

Quicksilver Resources Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-2756163
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

(817) 665-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ  No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ  No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  No   þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Title of Class	Outstanding as of July 31, 2013
Common Stock, $0.01 par value	177,493,512 shares

DEFINITIONS

As used in this Quarterly Report unless the context otherwise requires:

“ABR” means alternate base rate

“AOCI” means accumulated other comprehensive income

“Bbl” or “Bbls” means barrel or barrels

“Bbld” means barrel or barrels per day

“Bcf” means billion cubic feet

“Bcfe” means Bcf of natural gas equivalents

“Canada” means our oil and natural gas operations located principally in British Columbia and Alberta, Canada

“C$” means Canadian dollars

“DD&A” means Depletion, Depreciation and Accretion

“GPT” means gathering, processing and transportation expense

“LIBOR” means London Interbank Offered Rate

“MBbl” or “MBbls” means thousand barrels

“MMBtu” means million British Thermal Units, a measure of heating value, and is approximately equal to one Mcf of natural gas

“Mcf” means thousand cubic feet

“Mcfe” means Mcf natural gas equivalent, calculated as one Bbl of oil or NGLs equaling six Mcf of gas

“MMcf” means million cubic feet

“MMcfd” means million cubic feet per day

“MMcfe” means MMcf of natural gas equivalent

“MMcfed” means MMcfe per day

“NGL” or “NGLs” means natural gas liquids

“NYMEX” means New York Mercantile Exchange

“OCI” means other comprehensive income

“Oil” includes crude oil and condensate

“PUD” means proved undeveloped reserve

“RSU” means restricted stock unit

“Tcfe” means trillion cubic feet of natural gas equivalents

COMMONLY USED TERMS

Other commonly used terms and abbreviations include:

“Amended and Restated Canadian Credit Facility” means our Canadian senior secured revolving credit facility, which was amended and restated as of December 22, 2011, and as further amended, restated, supplemented or otherwise modified from time to time

“Amended and Restated U.S. Credit Facility” means our U.S. senior secured revolving credit facility, which was amended and restated as of December 22, 2011, and as further amended, restated, supplemented or otherwise modified from time to time

“Barnett Shale Asset” means our operations and our assets in the Barnett Shale located in the Fort Worth basin of North Texas

“CMLP” means Crestwood Midstream Partners LP

“Combined Credit Agreements” means collectively our Amended and Restated U.S. Credit Facility and our Amended and Restated Canadian Credit Facility

“Crestwood” means Crestwood Holdings LLC

“Crestwood Transaction” means the sale to Crestwood of all our interests in KGS, including general partner interests and incentive distribution rights

“Eni” means either or both Eni Petroleum US LLC and Eni US Operating Co. Inc., which are subsidiaries of Eni SpA

“Fortune Creek” means Fortune Creek Gathering and Processing Partnership, a midstream partnership formed with KKR in December 2011 dedicated to the construction and operation of natural gas midstream services within the Horn River basin of northeast British Columbia

“GAAP” means accounting principles generally accepted in the U.S.

“Horn River Asset” means our operations and our assets in the Horn River basin of northeast British Columbia

“Horseshoe Canyon Asset” means our operations and our assets in Horseshoe Canyon, the coalbed methane fields of southern and central Alberta

2

“KGS” means Quicksilver Gas Services LP, a publicly-traded partnership, which we formerly owned that traded under the ticker symbol of “KGS” and subsequent to the Crestwood Transaction renamed itself Crestwood Midstream Partners LP and trades under the ticker symbol “CMLP”

“KKR” means Kohlberg Kravis Roberts & Co. L.P., with whom we formed Fortune Creek

“Komie North Project” means the series of contracts with NGTL for the construction of a pipeline and meter station, which will serve our and others’ transportation needs in the Horn River basin

“Mercury” means Mercury Exploration Company, which is owned by members of the Darden family

“NEB” means National Energy Board, an independent agency which regulates international and interprovincial aspects of the oil and gas industries in Canada and is accountable to Parliament through the Minister of Natural Resources Canada.

“NGTL” means NOVA Gas Transmission Ltd., a subsidiary of TransCanada PipeLines Limited

“Niobrara Asset” means our operations and our assets in the Niobrara formation in northwest Colorado, which we are jointly developing with SWEPI LP

“SEC” means the U.S. Securities and Exchange Commission

“Senior Secured Second Lien Credit Agreement” means our new senior secured term credit facility dated as of June 21, 2013

“Southern Alberta Asset” means our operations and our assets in the Southern Alberta basin of northern Wyoming and Montana, including our Cutbank field operations and assets

“SWEPI” means SWEPI LP, a subsidiary of Royal Dutch Shell plc

“Tokyo Gas Transaction” means the sale of an undivided 25% of our Barnett Shale Asset to TGBR

“TGBR” means TG Barnett Resources LP, a subsidiary of Tokyo Gas Co., Ltd.

“VIE” means variable interest entity

“West Texas Asset” means our operations and our assets in the Midland and Delaware basins in West Texas prospective in the Bone Springs and Wolfcamp formations, principally concentrated in three areas: Jeff Davis and Reeves Counties, Upton and Crockett Counties and Pecos County

3

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended June 30, 2013

PART I. FINANCIAL INFORMATION	6
Item 1. Condensed Consolidated Interim Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	47
Item 4. Controls and Procedures	49
PART II. OTHER INFORMATION	50
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3. Defaults Upon Senior Securities	50
Item 4. Mine Safety Disclosures	50
Item 5. Other Information	50
Item 6. Exhibits	51
Signature	53

Except as otherwise specified and unless the context otherwise requires, references to the “Company,” “Quicksilver,” “we,” “us,” and “our” refer to Quicksilver Resources Inc. and its subsidiaries.

4

Forward-Looking Information

Certain statements contained in this Quarterly Report and other materials we file with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

• changes in general economic conditions;

• fluctuations in natural gas, NGL and oil prices;

• failure or delays in achieving expected production from exploration and development projects;

• our ability to achieve anticipated cost savings and other spending reductions;

• uncertainties inherent in estimates of natural gas, NGL and oil reserves and predicting natural gas, NGL and oil production and reservoir performance;

• effects of hedging natural gas, NGL and oil prices;

• fluctuations in the value of certain of our assets and liabilities;

• competitive conditions in our industry;

• actions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters, customers and counterparties;

• changes in the availability and cost of capital;

• delays in obtaining oilfield equipment and increases in drilling and other service costs;

• delays in construction of transportation pipelines and gathering, processing and treating facilities;

• operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

• the effects of existing and future laws and governmental regulations, including environmental and climate change requirements;

• failure or delay in completing strategic transactions;

• the effects of existing or future litigation; and

• additional factors described elsewhere in this Quarterly Report.

This list of factors is not exhaustive, and new factors may emerge or changes to these factors may occur that would impact our business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. All such risk factors are difficult to predict, and are subject to material uncertainties that may affect actual results and may be beyond our control. The forward-looking statements included in this Quarterly Report are made only as of the date of this Quarterly Report, and we undertake no obligation to update any of these forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

5

PART I    FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Interim Financial Statements (Unaudited)

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

In thousands, except for per share data – Unaudited

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012 (1)			2013			2012 (1)
				(Restated)						(Restated)
Revenue
Production	$	121,121		$	150,311		$	253,735		$	316,765
Sales of purchased natural gas	18,685			9,442			35,243			21,528
Net derivative gains (including realized loss of $3,476 and realized gains of $17,100; $6,120 and $22,682, respectively)	34,837			33,139			3,468			26,475
Other	854			1,126			1,755			2,116
Total revenue	175,497			194,018			294,201			366,884
Operating expense
Lease operating	20,213			21,599			45,108			50,290
Gathering, processing and transportation	36,674			42,624			76,498			85,701
Production and ad valorem taxes	5,300			7,189			10,784			13,952
Costs of purchased natural gas	18,679			9,337			35,197			21,274
Depletion, depreciation and accretion	15,265			48,016			33,521			102,455
Impairment	—			1,199,726			—			1,517,654
General and administrative	16,875			18,405			33,038			37,500
Other operating	769			134			2,205			152
Total expense	113,775			1,347,030			236,351			1,828,978
Tokyo Gas Transaction gain	333,172			—			333,172			—
Crestwood earn-out	—			—			—			41,097
Operating income (loss)	394,894			(1,153,012		)	391,022			(1,420,997		)
Other income (expense)	(15,105		)	65			(15,255		)	158
Fortune Creek accretion	(4,827		)	(4,830		)	(9,672		)	(9,571		)
Interest expense	(127,238		)	(40,076		)	(171,180		)	(80,246		)
Income (loss) before income taxes	247,724			(1,197,853		)	194,915			(1,510,656		)
Income tax (expense) benefit	(5,201		)	395,831			(12,097		)	497,069
Net income (loss)	$	242,523		$	(802,022	)	$	182,818		$	(1,013,587	)
Reclassification adjustments related to settlements of derivative contracts into production revenue- net of income tax	(11,287		)	(36,992		)	(26,042		)	(65,581		)
Net change in derivative fair value - net of income tax	—			10,923			—			72,210
Foreign currency translation adjustment	(3,580		)	(6,381		)	(3,278		)	(4,930		)
Other comprehensive income (loss)	(14,867		)	(32,450		)	(29,320		)	1,699
Comprehensive income (loss)	$	227,656		$	(834,472	)	$	153,498		$	(1,011,888	)
Earnings (loss) per common share - basic	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)
Earnings (loss) per common share - diluted	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)

⁽¹⁾ Note 1 contains additional information

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands, except for share data – Unaudited

	June 30, 2013			December 31, 2012
ASSETS
Current assets
Cash and cash equivalents	$	96,793		$	4,951
Marketable securities	118,730			—
Total cash, cash equivalents and marketable securities	215,523			4,951
Accounts receivable - net of allowance for doubtful accounts	44,885			64,149
Derivative assets at fair value	70,009			113,367
Other current assets	25,090			25,046
Total current assets	355,507			207,513
Property, plant and equipment - net
Oil and gas properties, full cost method (including unevaluated costs of $281,875 and $307,267, respectively)	659,935			780,960
Other property and equipment	232,915			248,098
Property, plant and equipment - net	892,850			1,029,058
Derivative assets at fair value	101,141			105,270
Other assets	44,653			39,947
	$	1,394,151		$	1,381,788
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	16,074		$	37,131
Accrued liabilities	105,766			130,660
Total current liabilities	121,840			167,791
Long-term debt	1,968,407			2,063,206
Partnership liability	128,174			130,912
Asset retirement obligations	107,287			115,949
Derivative liabilities at fair value	17,693			17,485
Other liabilities	19,242			19,242
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, par value $0.01, 10,000,000 shares authorized, none outstanding	—			—
Common stock, $0.01 par value, 400,000,000 shares authorized, and 182,839,101 and 179,015,118 shares issued, respectively	1,828			1,790
Paid in capital in excess of par value	763,288			751,394
Treasury stock of 6,337,700 and 5,921,102 shares, respectively	(50,620		)	(49,495		)
Accumulated other comprehensive income	132,173			161,493
Retained deficit	(1,815,161		)	(1,997,979		)
Total stockholders' equity	(968,492		)	(1,132,797		)
	$	1,394,151		$	1,381,788

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

In thousands – Unaudited

	Quicksilver Resources Inc. Stockholders’ Equity
	Common Stock		Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Income			Retained Earnings (Deficit)			Total
Balances at December 31, 2011	$	1,770	$	737,015	$	(46,351	)	$	214,858		$	354,627		$	1,261,919
Net loss	—		—		—			—			(1,013,587		)	(1,013,587		)
Hedge derivative contract settlements reclassified into earnings from AOCI, net of income tax of $34,238	—		—		—			(65,581		)	—			(65,581		)
Net change in derivative fair value, net of income tax of $35,656	—		—		—			72,210			—			72,210
Foreign currency translation adjustment	—		—		—			(4,930		)	—			(4,930		)
Issuance and vesting of stock compensation	17		10,004		(2,364		)	—			—			7,657
Stock option exercises	1		10		—			—			—			11
Balances at June 30, 2012, restated (1)	$	1,788	$	747,029	$	(48,715	)	$	216,557		$	(658,960	)	$	257,699
Balances at December 31, 2012	$	1,790	$	751,394	$	(49,495	)	$	161,493		$	(1,997,979	)	$	(1,132,797	)
Net income	—		—		—			—			182,818			182,818
Hedge derivative contract settlements reclassified into production revenue from AOCI, net of income tax of $12,385	—		—		—			(26,042		)	—			(26,042		)
Foreign currency translation adjustment	—		—		—			(3,278		)	—			(3,278		)
Issuance and vesting of stock compensation	38		11,894		(1,125		)	—			—			10,807
Balances at June 30, 2013	$	1,828	$	763,288	$	(50,620	)	$	132,173		$	(1,815,161	)	$	(968,492	)

⁽¹⁾ Note 1 contains additional information

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

QUICKSILVER RESOURCES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands – Unaudited

	For the Six Months Ended June 30,
	2013			2012 (1)
				(Restated)
Operating activities:
Net income (loss)	$	182,818		$	(1,013,587	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion, depreciation and accretion	33,521			102,455
Impairment expense	—			1,517,654
Tokyo Gas Transaction gain	(333,172		)	—
Crestwood earn-out	—			(41,097		)
Deferred income tax expense (benefit)	11,497			(497,827		)
Non-cash loss from hedging and derivative activities	9,135			8,651
Stock-based compensation	11,163			10,021
Non-cash interest expense	21,773			3,469
Fortune Creek accretion	9,672			9,571
Other	1,548			328
Changes in assets and liabilities
Accounts receivable	19,264			30,600
Prepaid expenses and other assets	(1,195		)	(5,031		)
Accounts payable	(16,443		)	(21,838		)
Accrued and other liabilities	(27,687		)	(3,853		)
Net cash provided by (used in) operating activities	(78,106		)	99,516
Investing activities:
Purchases of property, plant and equipment	(55,849		)	(307,169		)
Proceeds from Tokyo Gas Transaction	463,418			—
Proceeds from Crestwood earn-out	—			41,097
Proceeds from sale of properties and equipment	1,681			3,372
Purchases of marketable securities	(118,656		)	—
Net cash provided by (used in) investing activities	290,594			(262,700		)
Financing activities:
Issuance of debt	1,173,306			255,775
Repayments of debt	(1,264,117		)	(88,115		)
Debt issuance costs paid	(25,608		)	(148		)
Distribution of Fortune Creek Partnership funds	(5,009		)	(1,845		)
Proceeds from exercise of stock options	—			11
Purchase of treasury stock	(1,125		)	(2,364		)
Net cash provided by (used in) financing activities	(122,553		)	163,314
Effect of exchange rate changes in cash	1,907			727
Net increase in cash	91,842			857
Cash at beginning of period	4,951			13,146
Cash at end of period	$	96,793		$	14,003

⁽¹⁾ Note 1 contains additional information

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

QUICKSILVER RESOURCES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

1. ACCOUNTING POLICIES AND DISCLOSURES

The accompanying condensed consolidated interim financial statements have not been audited. In management’s opinion, the accompanying condensed consolidated interim financial statements contain all adjustments necessary to fairly present our financial position as of June 30, 2013 and our results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of annual results.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during each reporting period. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from management’s estimates.

Certain disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2012 Annual Report on Form 10-K.

Restatement of Previously Issued Unaudited Financial Statements

The consolidated financial statements as of and for the three and six months ended June 30, 2012 were restated as more fully disclosed within Item 8, Note 2 and the Supplemental Selected Quarterly Financial Data in the 2012 Annual Report on Form 10-K. The restatement is the result of our hedge documentation failing to give consideration to all sources of ineffectiveness for derivatives entered into during 2012 that had fair value on the dates they were initially designated as hedges. These derivatives did not qualify for hedge accounting in 2012 and their changes in value required recognition in earnings. Because the derivatives did not qualify for hedge accounting, their inclusion in the U.S. and Canadian full cost ceiling was inappropriate. Also, we determined that the deferred taxes used in our Canadian ceiling test included temporary differences for non-property related items. Thus, we revised our full cost ceiling calculations, which resulted in restatements to increase impairment expense recognized. Income taxes have also been restated to reflect the foregoing restated items.

For the three months ended June 30, 2012, the derivative restatement adjustment increased production revenue by $1.3 million for the U.S. and decreased production revenue by $1.5 million for Canada, while derivative gains increased $22.2 million and $3.5 million for the U.S. and Canada, respectively. Impairment expense increased as the result of these derivatives no longer being included in the cost center ceiling by $144.0 million and $63.8 million for the U.S. and Canada, respectively, while depletion expense decreased $1.3 million and $2.6 million for the U.S. and Canada, respectively. The income tax impact of these adjustments resulted in an increase to the tax benefit of $34.3 million and $14.6 million for the U.S. and Canada, respectively. Our consolidated net loss increased $129.5 million, which decreased our retained earnings by the same amount. Other comprehensive income and AOCI decreased $6.9 million as a result of these adjustments. The restatement increased diluted net loss per share by $0.76, from diluted net loss per share of $3.96 as previously reported, to diluted net loss per share of $4.72.

For the six months ended June 30, 2012, the derivative restatement decreased production revenue by $2.3 million and $3.3 million for the U.S. and Canada, respectively, while derivative gains increased $42.9 million and $15.5 million for the U.S. and Canada, respectively. Impairment expense increased as the result of these derivatives no longer being included in the cost center ceiling by $259.7 million and $203.3 million for the U.S. and Canada, respectively, while depletion expense decreased $1.3 million and $2.6 million for the U.S. and Canada, respectively. The income tax impact of these adjustments resulted in an increase to the tax benefit of $76.2 million and $48.8 million for the U.S. and Canada, respectively. Our consolidated net loss increased $281.1 million, which decreased our retained earnings by the same amount. Other comprehensive income and AOCI decreased $39.9 million as a result of these adjustments. The restatement increased diluted net loss per share by $1.65, from diluted net loss per share of $4.31 as previously reported, to diluted net loss per share of $5.96.

Recently Issued Accounting Standards

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements. No pronouncements materially affecting our financial statements have been issued since the filing of our 2012 Annual Report on Form 10-K.

10

2. DIVESTITURES

In July 2013, we executed an agreement to sell all of our Southern Alberta Asset. The sale is expected to close in the third quarter and is subject to customary closing conditions.

In March 2013, we entered into a Purchase and Sale Agreement with TGBR to sell an undivided 25% of our Barnett Shale Asset for a purchase price of $485 million. The transaction closed in April 2013, but was effective as of September 1, 2012. The purchase price was subject to customary purchase price adjustments, which resulted in TGBR paying us $464.0 million, including an estimated final adjustment of $0.6 million in the third quarter of 2013. We recognized a gain of $333.2 million before consideration of income taxes as a result of this transaction.

Under the full cost method of accounting, our U.S. exploration and production assets are considered a single asset. The Tokyo Gas Transaction represented a significant disposal of reserves, which resulted in gain recognition for the transaction. Our U.S. oil and gas properties were reduced by $118.5 million as a result of the Tokyo Gas Transaction.

In October 2010, we completed the sale of all of our interests in KGS to Crestwood. As part of the sale, we had the right to collect future earn-out payments through 2013. In February 2012, we collected $41 million of these earn-out payments which is presented as “Crestwood earn-out” in the condensed consolidated statement of income. We will not receive additional earn-out payments in 2013.

Note 3 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains additional information regarding the Crestwood Transaction.

3. DERIVATIVES, MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS

The following table categorizes our commodity derivative instruments based upon the use of input levels:

	Asset Derivatives				Liability Derivatives
	June 30, 2013		December 31, 2012		June 30, 2013			December 31, 2012
	(in thousands)				(in thousands)
Level 2 inputs	$	163,299	$	207,042	$	(31	)	$	959
Level 3 inputs	7,851		11,595		17,724			16,526
Total	$	171,150	$	218,637	$	17,693		$	17,485

The fair value of “Level 2” derivative instruments included in these disclosures was estimated using prices quoted in active markets for the periods covered by the derivatives and the value reported by counterparties. The fair value of derivative instruments designated as “Level 3” was estimated using prices quoted in markets where there is insufficient market activity for consideration as “Level 2” instruments. Currently, only our natural gas derivatives with an original tenure of 10 years utilize “Level 3” inputs, primarily due to comparatively less market data available for the later portion of their term compared with our other shorter term derivatives. The fair value of both the “Level 2” and the “Level 3” assets and liabilities are determined using a discounted cash flow model using the terms of the derivative instrument, market prices for the periods covered by thederivatives, and the credit adjusted risk-free interest rates. The “Level 3” unobservable inputs are the market prices for the estimated market values for the period from 2018 to 2021, as there is not an active market for that period of time. These unobservable inputs included within the fair value calculation range from $3.56 to $6.32 and are based upon prices quoted in active markets for the period of time available and applying the differential from this period of time to the market prices for the later years in the term.

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The following table identifies the changes in “Level 3” net asset derivative fair values for the periods indicated:

	For the Three Months Ended June 30,
	2013			2012
	(In thousands)
Balance at beginning of period	$	(9,037	)	$	21,587
Total gains (losses) for the period:
Unrealized gain (loss) on derivatives	556			35,197
Settlements in production revenue	—			(1,037		)
Settlements in net derivative gains (losses)	(1,392		)	(8,997		)
Unrealized gains reported in OCI	—			(1,405		)
Balance at end of period	$	(9,873	)	$	45,345
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	$	2,854		$	35,197

	For the Six Months Ended June 30,
	2013			2012
	(In thousands)
Balance at beginning of period	$	(4,931	)	$	150,989
Total gains (losses) for the period:
Unrealized gain (loss) on commodity hedges	538			35,525
Transfers out of Level 3	—			(153,418		)
Settlements in Production Revenue	—			(4,775		)
Settlements in Other Revenue	(5,480		)	(15,873		)
Unrealized gains reported in OCI	—			32,897
Balance at end of period	$	(9,873	)	$	45,345
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	$	2,762		$	35,525

In 2012, transfers from Level 3 to Level 2 represent our ten-year derivative instruments that were exchanged in January and February 2012 for derivative instruments with shorter durations and are valued on the date of the transfer.

Commodity Price Derivatives

As of June 30, 2013, we had natural gas swaps as follows:

Production Year	Daily Production Volume
	MMcfd
Remainder of 2013	200
2014	170
2015	150
2016-2021	40

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Effective December 31, 2012, we discontinued the use of hedge accounting. Changes in value subsequent to this date are recognized in net derivative gains (losses) in the period in which they occur. The net deferred hedge gain that was included in AOCI as of December 31, 2012 is being released into revenue from natural gas, NGL and oil production during the following periods in which we expect the underlying production to occur as follows:

	(In thousands)
Remainder of 2013	$	32,377
2014	37,084
2015	33,191
2016	13,476
2017	12,531
2018 and thereafter	41,443
	$	170,102

Gains and losses from the effective portion of derivative assets and liabilities held in AOCI expected to be reclassified into earnings during the following twelve months would result in a gain of $51.6 million net of income taxes.

Interest Rate Derivatives

In 2010, we executed early settlements of our interest rate swaps that were designated as fair value hedges of our senior notes due 2015 and our senior subordinated notes. We received cash of $41.5 million in the settlements, including $10.7 million for interest previously accrued and earned. Upon the early settlements, we recorded the resulting gain as a fair value adjustment to our debt and began to recognize the deferred gain of $30.8 million as a reduction of interest expense over the lives of our senior notes due 2015 and our senior subordinated notes.

In June 2013, we repurchased substantially all our senior notes due 2015 resulting in early recognition of the previously deferred gain of $8.3 million. During the six months endedJune 30, 2013 and 2012, we recognized $11.0 million and $2.5 million, respectively, of those deferred gains as a reduction of interest expense. The remaining $5.8 million deferral of the 2010 early settlements from the senior subordinated notes interest rate swaps will continue to be recognized as a reduction of interest expense over the life of those instruments currently scheduled as follows:

	(In thousands)
Remainder of 2013	$	965
2014	2,039
2015	2,194
2016	569
	$	5,767

Fair Value Disclosures

The estimated fair values of our derivative instruments at June 30, 2013 and December 31, 2012 were as follows:

	Asset Derivatives				Liability Derivatives
	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
	(In thousands)				(In thousands)
Derivatives not designated as hedges:
Commodity contracts reported in:
Current derivative assets	$	70,009	$	113,367	$	—	$	—
Noncurrent derivative assets	103,915		107,542		2,774		2,272
Current derivative liabilities	—		—		—		—
Noncurrent derivative liabilities	315		92		18,008		17,577
Total derivatives not designated as hedges	$	174,239	$	221,001	$	20,782	$	19,849

Derivative assets and liabilities shown in the table above are presented as gross assets and liabilities, without regard to master netting arrangements which are considered in the presentations of derivative assets and liabilities in the accompanying condensed consolidated balance sheets. The change in carrying value of our commodity price derivatives since December 31,

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2012 principally resulted from the overall increase in market prices for natural gas relative to the prices in our open derivative instruments, offset by settlements during the period.

The changes in the carrying value of our derivatives accounted for as hedges for the three and six months ended June 30, 2012 are presented below:

	For the Three Months Ended June 30,
	2012
	Commodity Hedges
	(In thousands)
Derivative fair value at beginning of period	$	211,163
Settlements in production revenue	(49,999		)
Ineffectiveness reported in net derivative gains	6,810
Unrealized gains reported in OCI	8,752
Derivative fair value at end of period	$	176,726
	For the Six Months Ended June 30,
	2012
	Commodity Hedges
	(In thousands)
Derivative fair value at beginning of period	$	342,799
Settlements in production revenue	(91,736		)
Settlements in net derivative gains	(3,820		)
Ineffectiveness reported in net derivative gains	1,569
Unrealized gains reported in OCI	108,646
Derecognition of hedge	(180,732		)
Derivative fair value at end of period	$	176,726

Financial instruments not carried at fair value

Carrying values and fair values of financial instruments that are not carried at fair value in the consolidated balance sheet as of June 30, 2013 and December 31, 2012 are included in Note 5.

Investments

We have certain short-term marketable securities related to interest bearing time deposits and commercial paper. These held-to-maturity marketable securities are included in Cash and Cash Equivalents if the maturities at the time we made the investment were three months or less. For maturities greater than three months but less than a year, the marketable securities are included in current Marketable Securities. At June 30, 2013, we had the following marketable securities:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Net Carrying Value
	(In thousands)
Marketable securities (held-to-maturity)
Time deposits	$	19,880	$	15	$	—	$	19,895
Commercial paper	98,776		59		—		98,835
Marketable securities	$	118,656	$	74	$	—	$	118,730

We had no marketable securities at December 31, 2012.

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4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	June 30, 2013			December 31, 2012
	(In thousands)
Oil and gas properties
Subject to depletion	$	5,639,725		$	5,770,913
Unevaluated costs	281,875			307,267
Accumulated depletion	(5,261,665		)	(5,297,220		)
Net oil and gas properties	659,935			780,960
Other plant and equipment
Pipelines and processing facilities	353,479			375,248
General properties	81,628			75,147
Accumulated depreciation	(202,192		)	(202,297		)
Net other property and equipment	232,915			248,098
Property, plant and equipment, net of accumulated depletion and depreciation	$	892,850		$	1,029,058

Ceiling Test Analysis and Impairment

We recorded impairment expense of $1,042.7 million and $157.0 million for the three months ended June 30, 2012 and $178.0 million and $139.9 million for the three months ended March 31, 2012 for our U.S. and Canadian oil and gas properties, respectively.

Notes 2 and 8 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contain additional information regarding our property, plant and equipment and our quarterly ceiling test analysis.

5. LONG-TERM DEBT

Long-term debt consisted of the following:

	June 30, 2013		December 31, 2012
	(in thousands)
Combined Credit Agreements	$	190,211	$	388,150
Senior Secured Second Lien Credit Agreement, net of unamortized discount	606,250		—
Senior Secured Second Lien Notes due 2019, net of unamortized discount	194,000		—
Senior notes due 2015, net of unamortized discount	12,717		435,851
Senior notes due 2016, net of unamortized discount	8,021		579,795
Senior notes due 2019, net of unamortized discount	292,925		292,622
Senior notes due 2021, net of unamortized discount	308,516		—
Senior subordinated notes due 2016	350,000		350,000
Total debt	1,962,640		2,046,418
Unamortized deferred gain-terminated interest rate swaps	5,767		16,788
Current portion of long-term debt	—		—
Long-term debt	$	1,968,407	$	2,063,206

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Combined Credit Facilities

The Combined Credit Agreements’ global borrowing base was $350 million and the global letter of credit capacity was $280 million as of June 30, 2013. At June 30, 2013, we had $104.7 million available under the Combined Credit Agreements.

We further amended our Combined Credit Agreements in April and June 2013 for the following:

• Reduce the global borrowing base to $350 million from $850 million, including a reduction due to the Tokyo Gas Transaction

• Reduce the minimum required interest coverage ratio to the following:

Period	Interest Coverage Ratio	Period	Interest Coverage Ratio
Q2 2013	1.25	Q1 2015	1.10
Q3 2013	1.25	Q2 2015	1.15
Q4 2013	1.25	Q3 2015	1.15
Q1 2014	1.20	Q4 2015	1.20
Q2 2014	1.15	Q1 2016	1.50
Q3 2014	1.10	Q2 2016	2.00
Q4 2014	1.10

• Permit up to $825 million of second lien debt, subject to customary intercreditor terms

• Permit redemption of junior debt with the proceeds from certain asset sales and permitted second lien debt, provided utilization under the global borrowing base after giving effect to such redemption is less than 75% and compliance with other customary conditions

• Reduce the maximum senior secured debt leverage ratio to 2.0 and exclude permitted second lien debt from the senior secured debt definition

• Increase the applicable margin by 0.75% for each type of loan and issued letters of credit

• Increase the minimum mortgage properties requirement to 87.5% from 80% of proved hydrocarbon interests evaluated in the then most recent reserve report

• Amend certain definitions which impact the financial covenant calculations.

Debt Refinancing

During the quarter ended June 30, 2013, we executed multiple debt transactions to extend our debt maturities and reduce the weighted average interest costs, which are more fully described below. Deferred issuance costs related to the new debt were $23.1 million and incurred costs related to the repurchased debt of $4.1 million were recognized as interest expense. Proceeds from the issuance of the Senior Secured Second Lien Credit Agreement, Senior Secured Second Lien Notes due 2019 and Senior Notes due 2021 were used to pay for all validly tendered Senior Notes due 2015 and Senior Notes due 2016 and accrued interest thereon and transaction expenses.

Senior Secured Second Lien Credit Agreement

On June 21, 2013, we entered into a $625 million six-year Senior Secured Second Lien Credit Agreement. The loans thereunder were made at 97% of par, which resulted in net proceeds of $606.3 million. The Senior Secured Second Lien Credit Agreement has a margin of 5.75% plus the Adjusted LIBOR (as defined in the Senior Secured Second Lien Credit Agreement, which is subject to a floor of 1.25%) or 4.75% plus the Alternate Base Rate (as defined in the Senior Secured Second Lien Credit Agreement, which is subject to a floor of 2.25%).

Senior Secured Second Lien Notes due 2019

On June 21, 2013, we issued $200 million Senior Secured Second Lien Notes due 2019. The notes were issued at 97% of par, which resulted in net proceeds of $194 million. The Senior Secured Second Lien Notes have a margin of 5.75% plus LIBOR (as defined in the indenture governing the Senior Secured Second Lien Notes due 2019, which is subject to a floor of 1.25%). Interest is payable on the last day of each quarter period.

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Senior Notes due 2021

On June 21, 2013, we issued $325 million of senior notes due 2021, which are unsecured, senior obligations. The notes were issued at 94.928% of par, which resulted in proceeds of $308.5 million. Interest at the rate of 11.00% is payable semiannually on January 1 and July 1.

Senior Notes due 2015

During the quarter ended June 30, 2013, we announced a cash tender offer and consent solicitation on the Senior Notes due 2015 at a price of $1,027.90 plus interest of $32.08 per $1,000 outstanding. On June 21, 2013, we accepted and paid for all validly tendered notes, which was $425.2 million of the outstanding $438.0 million, which resulted in an aggregate payment of $450.7 million for such repurchase. We also entered into a supplemental indenture to eliminate substantially all of the restrictive covenants and certain events of default with respect to such notes.

Senior Notes Due 2016

During the quarter ended June 30, 2013, we announced a cash tender offer and consent solicitation on the Senior Notes due 2016 at a price of $1,068 plus interest of $55.49 per $1,000 outstanding. On June 21, 2013, we accepted and paid for all validly tendered notes, which was $582.5 million of the outstanding $590.6 million, which resulted in an aggregate payment of $654.4 million for such repurchase. We also entered into a supplemental indenture to eliminate substantially all of the restrictive covenants and certain events of default with respect to such notes.

Senior Notes Due 2019

During the quarter ended June 30, 2013, we announced a consent solicitation on the Senior Notes due 2019. On June 21, 2013, we entered into supplemental indentures to permit the refinancing of the Senior Subordinated Notes due 2016 by incurring indebtedness that ranks equally in right of payment with the Senior Notes due 2019 provided such indebtedness has maturities longer than the Senior Notes due 2019, which resulted in the payment of an $11.5 million consent fee for the consenting holders of the Senior Notes due 2019.

Indenture Restrictions

We have an incurrence test under our indentures applicable to debt, restricted payments, mergers and consolidations and designation of unrestricted subsidiaries that requires EBITDA to exceed interest expense by 2.25 times. At June 30, 2013, we did not meet this test and, as a result, we are limited in our ability to, among other things, incur additional debt, except for specific baskets. We do retain, however, the ability to utilize the full borrowing capacity under our Combined Credit Agreements and to refinance existing debt. Not meeting this ratio does not represent an event of default under our indentures. We are presently unable to predict when or if we will meet the incurrence test.

17

Summary of All Outstanding Debt

The following table summarizes certain significant aspects of our long-term debt outstanding at June 30, 2013.

	Priority on Collateral and Structural Seniority (1)
	Highest priority							Lowest priority
	First Lien	Second Lien		Senior Unsecured				Senior Subordinated
	Combined Credit Agreements	Senior Secured Second Lien Credit Agreement	Senior Secured Second Lien Notes due 2019	2015 Senior Notes	2016 Senior Notes	2019 Senior Notes	2021 Senior Notes	Senior Subordinated Notes
Principal amount (2)	$350 million	$625 million	$200 million	$13 million	$8 million	$298 million	$325 million	$350 million
Scheduled maturity date (3)	September 6, 2016	June 21, 2019	June 21, 2019	August 1, 2015	January 1, 2016	August 15, 2019	July 1, 2021	April 1, 2016
Interest rate on outstanding borrowings at June 30, 2013 (4)	3.88%	7.00%	7.00%	8.25%	11.75%	9.125%	11.00%	7.125%
Base interest rate options (5) (6)	LIBOR, ABR, CDOR	LIBOR floor of 1.25%; ABR floor 2.25%	LIBOR floor of 1.25%	N/A	N/A	N/A	N/A	N/A
Financial covenants (7)	- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.25 - Maximum senior secured debt leverage ratio of 2.0	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Significant restrictive covenants (7)	- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases- Asset sales - Affiliate transactions - Limitations on derivatives and investments	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Asset sales	- Asset sales	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions
Optional redemption (7)	Any time	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	August 1, 2013: 101.938 2014: par	July 1, 2013: 105.875 2014: 102.938 2015: par	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	July 1, 2019: 102.000 2020: par	April 1, 2013: 101.188 2014: par
Make-whole redemption (7)	N/A	N/A	N/A	N/A	Callable prior to July 1, 2013 at make-whole call price of Treasury +50 bps	Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	N/A	N/A
Change of control (7)	Event of default	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest
Estimated fair value (8)	$190.2 million	$560.2 million	$179.3 million	$11.1 million	$7.7 million	$253.3 million	$284.4 million	$283.5 million

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⁽¹⁾  Borrowings under the Amended and Restated U.S. Credit Facility, Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Senior Secured Second Lien Credit Agreement and the Senior Secured Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

⁽²⁾  The principal amount for the Combined Credit Agreements represents the global borrowing base as of June 30, 2013.

⁽³⁾  The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Senior Secured Second Lien Credit Agreement or the Senior Secured Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are required to be repaid (1) 91 days prior the maturity of the 2019 Notes if more than $100 million of 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

⁽⁴⁾  Represents the weighted average borrowing rate payable to lenders.

⁽⁵⁾  Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% to 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% to 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾  Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% to 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

⁽⁷⁾  The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽⁸⁾  The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).

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6. ASSET RETIREMENT OBLIGATIONS

The following table provides a reconciliation of the changes in the estimated asset retirement obligation for the six months endedJune 30, 2013.

	(In thousands)
Beginning asset retirement obligations	$	116,526
Additional liability incurred	3,124
Change in estimates	1,691
Accretion expense	2,644
Asset retirement costs incurred	(1,053		)
Settlement of liability in excess of obligation recorded	269
Disposition	(12,230		)
Currency translation adjustment	(3,107		)
Ending asset retirement obligations	107,864
Less current portion	(577		)
Long-term asset retirement obligation	$	107,287

7. INCOME TAXES

Deferred income taxes are established for all temporary differences between the book and the tax basis of assets and liabilities. In addition, deferred tax balances must be adjusted to reflect tax rates that we expect will be in effect during years in which we expect the temporary differences will reverse. Net operating loss carry-forwards and other deferred tax assets are reviewed for recoverability, and if necessary, are recorded net of a valuation allowance. At June 30, 2013, our U.S. and Canadian valuation allowances are $472.2 million and $62.6 million, respectively, which reduce our net deferred tax assets to a zero value as we continue to believe that it is not more likely than not that we will realize the deferred tax benefits primarily related to our cumulative net operating losses. Income tax recognized for the three and six months ended June 30, 2013 is a result of hedge gains previously deferred in AOCI being realized during the periods and the net tax impact being recognized without a corresponding valuation allowance.

8. COMMITMENTS AND CONTINGENCIES

Contractual Obligations, Commitments and Contingencies

In July 2013, in light of the Canadian Governor in Council's failure to approve NGTL's construction of the Komie North Project, NGTL terminated the Project and Expenditure Authorization (PEA), which authorized NGTL to construct the Komie North Project and the related meter station. The PEA necessitated the construction of a treatment facility and required financial guarantees to cover NGTL's costs for the Komie North Project. We have provided C$14 million in letters of credit to support this obligation. NGTL will release the letters of credit in connection with our paying NGTL an amount equal to actual costs incurred by NGTL, which is estimated to be approximately $12.8 million and is reflected in other income (expense) in our consolidated financial statements. With this termination of the PEA as described above, our agreement to deliver gas to the Komie North Project, has also terminated. We maintain our ability to sell gas at the Station 2 and AECO hubs, as our current production is served by existing treating facilities and pipelines.

In April 2013, we increased our outstanding letters of credit by C$13 million for the contractual increase of treating volumes in the Horn River Basin.

In December 2012, Vantage Fort Worth Energy LLC (“Plaintiff”) served a lawsuit against us and others in the 352nd Judicial District Court of Texas in Tarrant County asserting claims for trespass to try title, suit to quiet title, trespass and conversion in connection with 16 wells located on a 158.75 acre tract located in Tarrant County, Texas. On May 8, 2013, all parties to the suit entered into a settlement agreement, effective April 1, 2013, whereby we assigned to Plaintiff various property and equipment and Plaintiff agreed to non-suit all of the Defendants in the matter. The court entered its Order of Dismissal with prejudice on May 13, 2013. We recognized an expense of $0.4 million in connection with this settlement.

In July 2011, we received a subpoena duces tecum from the SEC requesting certain documents. The SEC has informed us that their investigation arises out of press releases in 2011 questioning the projected decline curves and economics of shale gas wells. In June 2012, we received an additional request from the SEC for certain information regarding our assessment for impairment of unevaluated properties and plans for development of unevaluated properties. We provided responsive information and in February 2013 we met with the SEC.

20

Note 14 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains a more complete description of our contractual obligations, commitments and contingencies for which there are no other significant updates during the quarter ended June 30, 2013.

9. FORTUNE CREEK

Note 12 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains additional information on Fortune Creek. We committed to minimum expenditures of $300 million for drilling and completion activities in our Horn River Asset between 2012 and 2014, of which we incurred $148.8 million as of June 30, 2013, and pursuant to the partnership agreement will be required to incur an additional $31.2 million by December 31, 2013, with the balance to be incurred through December 31, 2014; provided further that up to $20 million could be deferred until December 31, 2015. Additionally, we committed gas production from our Horn River Asset for ten years beginning 2012, as more fully described below. KKR contributed $125 million cash in exchange for a 50% interest in Fortune Creek. Our Canadian subsidiary has responsibility for the day-to-day operations of Fortune Creek.

Our Canadian subsidiary entered into a firm gathering agreement with Fortune Creek which is guaranteed by us. At our election and based on the satisfaction of certain conditions, KKR has the responsibility to fund up to C$130 million of the capital required for construction of a new gas treatment facility in exchange for preferential cash flow distributions. If our subsidiary does not meet its obligations under the gathering agreement, KKR has the right to liquidate the partnership and consequently we have recorded the funds contributed by KKR as a liability in our consolidated financial statements. We recognize accretion expense to reflect the rate of return earned by KKR via its investment. Fortune Creek has made cash distributions to KKR, which are reported as cash used by financing activities, since May 2012.

10. QUICKSILVER STOCKHOLDERS’ EQUITY

Common Stock, Preferred Stock and Treasury Stock

We are authorized to issue 400 million shares of common stock with a $0.01 par value per share and 10 million shares of preferred stock with a $0.01 par value per share. At June 30, 2013 and December 31, 2012, we had 176.5 million and 173.1 million shares of common stock outstanding, respectively.

On May 15, 2013, our stockholders approved an amendment to the 2006 Equity Plan, which increased the shares available for issuance under the plan by 12 million shares. Note 17 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains additional information about our equity-based compensation plan.

Stock Options

Options to purchase shares of common stock were granted in 2013 with an estimated fair value of $0.9 million. The following summarizes the values from and assumptions for the Black-Scholes option pricing model for stock options issued during the six months ended June 30:

	2013	2012
Weighted avg grant date fair value	$0.99	$4.21
Weighted avg risk-free interest rate	0.44%	1.14%
Expected life	2.9 years	6.0 years
Wtd avg volatility	64.3%	68.2%
Expected dividends	—	—

The following table summarizes our stock option activity for the six months endedJune 30, 2013:

	Shares		Wtd Avg Exercise Price		Wtd Avg Remaining Contractual Life	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2013	4,979,980		$	10.23
Granted	888,197		2.33
Expired	(53,588	)	9.10
Outstanding at June 30, 2013	5,814,589		$	9.04	7.1	$	—
Exercisable at June 30, 2013	4,575,938		$	9.31	6.7	$	—

As of June 30, 2013, we estimate that a total of 5.7 million stock options will become vested including those options already exercisable. As of June 30, 2013, the unrecognized compensation cost related to outstanding unvested stock options

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was $2.9 million, which is expected to be recognized in expense through June 2015. Compensation expense related to stock options of $2.7 million and $3.4 million was recognized for each of the six months endedJune 30, 2013 and 2012, respectively.

Restricted Stock

The following table summarizes our restricted stock and stock unit activity for the six months endedJune 30, 2013:

	Payable in shares				Payable in cash
	Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value
Outstanding at January 1, 2013	3,099,135		$	8.48	678,217		$	7.71
Granted	5,133,495		2.96		1,322,352		2.97
Vested	(1,419,440	)	9.11		(271,864	)	8.32
Forfeited	(636,458	)	3.98		(183,721	)	3.94
Outstanding at June 30, 2013	6,176,732		$	4.21	1,544,984		$	3.99

As of June 30, 2013, the unrecognized compensation cost related to outstanding unvested restricted stock was $18.8 million, which is expected to be recognized in expense through March 2016. Grants of restricted stock and RSUs during the six months endedJune 30, 2013 had an estimated grant date fair value of $19.1 million. The fair value of outstanding RSUs to be settled in cash is $2.6 million at June 30, 2013. For the six months endedJune 30, 2013 and 2012, compensation expense of $10.0 million and $7.3 million, respectively, was recognized. The total fair value of shares vested during the six months endedJune 30, 2013 was $4.6 million.

In the 2nd quarter of 2013, the Company recognized $3.6 million in stock-based compensation to correct for assumptions on forfeitures and vesting for retirement eligible and imminently retirement eligible individuals, including $2.2 million which pertain to periods before 2013.

11.EARNINGS PER SHARE

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net income (loss) per common share.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
				(Restated)
	(In thousands, except per share data)
Net income (loss) attributable to Quicksilver	$	242,523		$	(802,022	)	$	182,818		$	(1,013,587	)
Basic income allocable to participating securities (1)	(7,020		)	—			$	(5,126	)	$	—
Income (loss) available to shareholders	$	235,503		$	(802,022	)	$	177,692		$	(1,013,587	)
Weighted average common shares – basic	171,357			170,043			171,261			169,991
Effect of dilutive securities (2)
Share-based compensation awards	5			—			4			—
Weighted average common shares – diluted	171,362			170,043			171,265			169,991
Earnings (loss) per common share – basic	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)
Earnings (loss) per common share – diluted	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)

⁽¹⁾  Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

⁽²⁾  For the three months ended June 30, 2013, 5.3 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the three months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2013, 5.2 million shares associated with our stock options and 1.0 million

22

shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation.

12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Note 19 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains a more complete description of our guarantor, non-guarantor, restricted and unrestricted subsidiaries under the indentures for our senior notes and senior subordinated notes.

The following tables present financial information about Quicksilver and our restricted subsidiaries for the six-month period covered by the consolidated financial statements. Under the indentures for our senior notes and senior subordinated notes, Fortune Creek is not considered to be a subsidiary and therefore it is presented separately from the other subsidiaries for these purposes.

Condensed Consolidating Balance Sheets

	June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidating Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	315,840		$	9,234		$	61,819		$	(21,456	)	$	365,437		$	12,838		$	2,866	$	(25,634	)	$	355,507
Property and equipment	496,367			16,029			295,864			—			808,260			—			84,590		—			892,850
Investment in subsidiaries (equity method)	(214,588		)	—			(31,168		)	214,588			(31,168		)	(31,167		)	—		62,335			—
Other assets	494,776			—			41,741			(390,723		)	145,794			—			—		—			145,794
Total assets	$	1,092,395		$	25,263		$	368,256		$	(197,591	)	$	1,288,323		$	(18,329	)	$	87,456	$	36,701		$	1,394,151
LIABILITIES AND EQUITY
Current liabilities	$	98,542		$	11,417		$	44,472		$	(21,456	)	$	132,975		$	12,819		$	1,680	$	(25,634	)	$	121,840
Long-term liabilities	1,962,342			19,242			520,231			(390,723		)	2,111,092			—			1,537		128,174			2,240,803
Stockholders' equity	(968,489		)	(5,396		)	(196,447		)	214,588			(955,744		)	(31,148		)	84,239		(65,839		)	(968,492		)
Total liabilities and equity	$	1,092,395		$	25,263		$	368,256		$	(197,591	)	$	1,288,323		$	(18,329	)	$	87,456	$	36,701		$	1,394,151

	December 31, 2012
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidating Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	261,130		$	105,695		$	76,088		$	(222,586	)	$	220,327		$	13,250		$	391	$	(26,455	)	$	207,513
Property and equipment	621,073			20,007			296,462			—			937,542			—			91,516		—			1,029,058
Investment in subsidiaries (equity method)	(191,725		)	—			(42,883		)	191,725			(42,883		)	(42,905		)	—		85,788			—
Other assets	346,972			—			41,865			(243,620		)	145,217			—			—		—			145,217
Total assets	$	1,037,450		$	125,702		$	371,532		$	(274,481	)	$	1,260,203		$	(29,655	)	$	91,907	$	59,333		$	1,381,788
LIABILITIES AND EQUITY
Current liabilities	$	255,678		$	112,133		$	33,475		$	(222,586	)	$	178,700		$	13,230		$	2,316	$	(26,455	)	$	167,791
Long-term liabilities	1,914,568			19,242			524,107			(243,620		)	2,214,297			—			1,585		130,912			2,346,794
Stockholders' equity	(1,132,796		)	(5,673		)	(186,050		)	191,725			(1,132,794		)	(42,885		)	88,006		(45,124		)	(1,132,797		)
Total liabilities and equity	$	1,037,450		$	125,702		$	371,532		$	(274,481	)	$	1,260,203		$	(29,655	)	$	91,907	$	59,333		$	1,381,788

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Condensed Consolidating Statements of Income

	For the Three Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	131,925		$	202	$	43,370		$	—	$	175,497		$	—	$	5,737	$	(5,737	)	$	175,497
Operating expenses	86,194			108		30,740			—		117,042			—		2,470		(5,737		)	113,775
Tokyo Gas Transaction gain	333,172			—		—			—		333,172			—		—		—			333,172
Equity in net earnings of subsidiaries	(8,890		)	—		(1,558		)	8,890		(1,558		)	3,269		—		(1,711		)	—
Operating income (loss)	370,013			94		11,072			8,890		390,069			3,269		3,267		(1,711		)	394,894
Fortune Creek accretion	—			—		—			—		—			—		—		(4,827		)	(4,827		)
Interest expense and other	(122,549		)	—		(19,796		)	—		(142,345		)	—		2		—			(142,343		)
Income tax (expense) benefit	(4,941		)	—		(260		)	—		(5,201		)	—		—		—			(5,201		)
Net income (loss)	$	242,523		$	94	$	(8,984	)	$	8,890	$	242,523		$	3,269	$	3,269	$	(6,538	)	$	242,523
Other comprehensive income (loss)	(11,898		)	—		(2,969		)	2,969		(11,898		)	—		—		—			(11,898		)
Equity in OCI of subsidiaries	(2,969		)	—		—			—		(2,969		)	—		—		—			(2,969		)
Comprehensive income (loss)	$	227,656		$	94	$	(11,953	)	$	11,859	$	227,656		$	3,269	$	3,269	$	(6,538	)	$	227,656

	For the Three Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	172,818		$	1,078		$	20,817		$	(695	)	$	194,018		$	—	$	3,202	$	(3,202	)	$	194,018
Operating expenses	1,166,469			893			181,749			(695		)	1,348,416			—		1,816		(3,202		)	1,347,030
Equity in net earnings of subsidiaries	(122,952		)	—			(1,051		)	122,952			(1,051		)	1,386		—		(335		)	—
Operating income (loss)	(1,116,603		)	185			(161,983		)	122,952			(1,155,449		)	1,386		1,386		(335		)	(1,153,012		)
Fortune Creek accretion	—			—			—			—			—			—		—		(4,830		)	(4,830		)
Interest expense and other	(37,971		)	—			(2,040		)	—			(40,011		)	—		—		—			(40,011		)
Income tax (expense) benefit	352,694			(65		)	40,809			—			393,438			—		—		2,393			395,831
Net income	$	(801,880	)	$	120		$	(123,214	)	$	122,952		$	(802,022	)	$	1,386	$	1,386	$	(2,772	)	$	(802,022	)
Other comprehensive income (loss)	(29,498		)	—			(2,952		)	2,952			(29,498		)	—		—		—			(29,498		)
Equity in OCI of subsidiaries	(2,952		)	—			—			—			(2,952		)	—		—		—			(2,952		)
Comprehensive income (loss)	$	(834,330	)	$	120		$	(126,166	)	$	125,904		$	(834,472	)	$	1,386	$	1,386	$	(2,772	)	$	(834,472	)

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	For the Six Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	220,826		$	416	$	72,959		$	—	$	294,201		$	—	$	11,062	$	(11,062	)	$	294,201
Operating expenses	183,217			138		59,199			—		242,554			—		4,859		(11,062		)	236,351
Tokyo Gas Transaction gain	333,172			—		—			—		333,172			—		—		—			333,172
Equity in net earnings of subsidiaries	(13,081		)	—		(3,466		)	13,081		(3,466		)	6,206		—		(2,740		)	—
Operating income (loss)	357,700			278		10,294			13,081		381,353			6,206		6,203		(2,740		)	391,022
Fortune Creek accretion	—			—		—			—		—			—		—		(9,672		)	(9,672		)
Interest expense and other	(163,717		)	—		(22,721		)	—		(186,438		)	—		3		—			(186,435		)
Income tax (expense) benefit	(11,165		)	—		(932		)	—		(12,097		)	—		—		—			(12,097		)
Net income (loss)	$	182,818		$	278	$	(13,359	)	$	13,081	$	182,818		$	6,206	$	6,206	$	(12,412	)	$	182,818
Other comprehensive income (loss)	(22,900		)	—		(6,420		)	6,420		(22,900		)	—		—		—			(22,900		)
Equity in OCI of subsidiaries	(6,420		)	—		—			—		(6,420		)	—		—		—			(6,420		)
Comprehensive income (loss)	$	153,498		$	278	$	(19,779	)	$	19,501	$	153,498		$	6,206	$	6,206	$	(12,412	)	$	153,498

	For the Six Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	321,408		$	2,208		$	44,866		$	(1,598	)	$	366,884		$	—	$	5,599	$	(5,599	)	$	366,884
Operating expenses	1,482,081			1,802			349,209			(1,598		)	1,831,494			—		3,083		(5,599		)	1,828,978
Crestwood earn-out	41,097			—			—			—			41,097			—		—		—			41,097
Equity in net earnings of subsidiaries	(233,294		)	—			(4,662		)	233,294			(4,662		)	2,516		—		2,146			—
Operating income (loss)	(1,352,870		)	406			(309,005		)	233,294			(1,428,175		)	2,516		2,516		2,146			(1,420,997		)
Fortune Creek accretion	—			—			—			—			—			—		—		(9,571		)	(9,571		)
Interest expense and other	(76,614		)	—			(3,474		)	—			(80,088		)	—		—		—			(80,088		)
Income tax (expense) benefit	416,039			(142		)	78,779			—			494,676			—		—		2,393			497,069
Net income	$	(1,013,445	)	$	264		$	(233,700	)	$	233,294		$	(1,013,587	)	$	2,516	$	2,516	$	(5,032	)	$	(1,013,587	)
Other comprehensive income (loss)	(7,739		)	—			9,438			(9,438		)	(7,739		)	—		—		—			(7,739		)
Equity in OCI of subsidiaries	9,438			—			—			—			9,438			—		—		—			9,438
Comprehensive income (loss)	$	(1,011,746	)	$	264		$	(224,262	)	$	223,856		$	(1,011,888	)	$	2,516	$	2,516	$	(5,032	)	$	(1,011,888	)

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Condensed Consolidating Statements of Cash Flows

	For the Six Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(102,770	)	$	(37	)	$	18,791		$	(84,016	)	$	—	$	5,910		$	(78,106	)
Purchases of property, plant and equipment	(36,840		)	37			(18,558		)	(55,361		)	—		(488		)	(55,849		)
Proceeds from Tokyo Gas Transaction	463,418			—			—			463,418			—		—			463,418
Proceeds from sale of properties and equipment	1,664			—			17			1,681			—		—			1,681
Purchase of marketable securities	(118,656		)	—			—			(118,656		)	—		—			(118,656		)
Net cash flow provided by (used in) investing activities	309,586			37			(18,541		)	291,082			—		(488		)	290,594
Issuance of debt	1,170,266			—			3,040			1,173,306			—		—			1,173,306
Repayments of debt	(1,113,704		)	—			(150,413		)	(1,264,117		)	—		—			(1,264,117		)
Debt issuance costs paid	(25,608		)	—			—			(25,608		)	—		—			(25,608		)
Intercompany note	(147,103		)	—			147,103			—			—		—			—
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(5,009		)	(5,009		)
Purchase of treasury stock	(1,125		)	—			—			(1,125		)	—		—			(1,125		)
Net cash flow provided by (used in) financing activities	(117,274		)	—			(270		)	(117,544		)	—		(5,009		)	(122,553		)
Effect of exchange rates on cash	—			—			20			20			—		1,887			1,907
Net increase (decrease) in cash and equivalents	89,542			—			—			89,542			—		2,300			91,842
Cash and equivalents at beginning of period	4,618			—			—			4,618			—		333			4,951
Cash and equivalents at end of period	$	94,160		$	—		$	—		$	94,160		$	—	$	2,633		$	96,793

	For the Six Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by operating activities	$	57,359		$	590		$	32,987		$	90,936		$	2	$	8,578		$	99,516
Purchases of property, plant and equipment	(140,256		)	(590		)	(157,508		)	(298,354		)	—		(8,815		)	(307,169		)
Proceeds from Crestwood earn-out	41,097			—			—			41,097			—		—			41,097
Proceeds from sale of properties and equipment	3,060			—			312			3,372			—		—			3,372
Net cash flow used by investing activities	(96,099		)	(590		)	(157,196		)	(253,885		)	—		(8,815		)	(262,700		)
Issuance of debt	119,000			—			136,775			255,775			—		—			255,775
Repayments of debt	(75,018		)	—			(13,097		)	(88,115		)	—		—			(88,115		)
Debt issuance costs paid	(148		)	—			—			(148		)	—		—			(148		)
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(1,845		)	(1,845		)
Proceeds from exercise of stock options	11			—			—			11			—		—			11
Purchase of treasury stock	(2,364		)	—			—			(2,364		)	—		—			(2,364		)
Net cash flow provided by (used in) financing activities	41,481			—			123,678			165,159			—		(1,845		)	163,314
Effect of exchange rates on cash	—			—			531			531			—		196			727
Net increase (decrease) in cash and equivalents	2,741			—			—			2,741			2		(1,886		)	857
Cash and equivalents at beginning of period	363			—			—			363			—		12,783			13,146
Cash and equivalents at end of period	$	3,104		$	—		$	—		$	3,104		$	2	$	10,897		$	14,003

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13. SEGMENT INFORMATION

We operate in two geographic segments, the U.S. and Canada, where we are engaged in the exploration and production segment of the oil and gas industry. Additionally, we operate a significantly smaller midstream segment in the U.S. and Canada, where we provide natural gas gathering and processing services, primarily to our U.S. and Canadian exploration and production segments. Following the formation of our partnership with KKR, beginning in January 2012, we have additional midstream operations in Canada through Fortune Creek. Revenue earned by Fortune Creek for the gathering and processing of our gas is eliminated on a consolidated basis as is the GPT recognized by our producing properties. Based on the immateriality of our midstream segment, we have combined our U.S. and Canadian midstream information. We evaluate performance based on operating income and property and equipment costs incurred.

	Exploration & Production														Quicksilver Consolidated
	U.S.			Canada			Midstream		Corporate			Elimination
For the Three Months Ended June 30:	(In thousands)
2013
Revenue	$	140,393		$	34,264		$	6,576	$	—		$	(5,736	)	$	175,497
DD&A	10,323			3,047			1,307		588			—			15,265
Operating income (loss)	392,786			16,209			3,362		(17,463		)	—			394,894
Property and equipment costs incurred	14,760			2,620			675		9,344			—			27,399
2012 (Restated)
Revenue	$	166,642		$	26,249		$	5,024	$	—		$	(3,897	)	$	194,018
DD&A	39,410			6,700			1,320		586			—			48,016
Impairment expense	1,042,737			156,989			—		—			—			1,199,726
Operating income (loss)	(975,741		)	(158,465		)	184		(18,990		)	—			(1,153,012		)
Property and equipment costs incurred	44,546			103,778			5,459		1,914			—			155,697
For the Six Months Ended June 30:
2013
Revenue	$	221,949		$	70,523		$	12,791	$	—		$	(11,062	)	294,201
DD&A	23,451			6,237			2,647		1,186			—			33,521
Operating income (loss)	399,710			19,050			6,486		(34,224		)	—			391,022
Property and equipment costs incurred	35,313			5,684			755		9,984			—			51,736
2012 (Restated)
Revenue	$	308,418		$	56,382		$	9,282	$	—		$	(7,198	)	366,884
DD&A	81,227			17,516			2,528		1,184			—			102,455
Impairment expense	1,220,777			296,877			—		—			—			1,517,654
Operating income (loss)	(1,083,053		)	(299,666		)	406		(38,684		)	—			(1,420,997		)
Property and equipment costs incurred	116,977			157,401			11,439		5,447			—			291,264
Property, plant and equipment-net
June 30, 2013	$	490,516		$	294,405		$	100,619	$	7,310		$	—		$	892,850
December 31, 2012	614,071			294,921			111,523		8,543			—			1,029,058
Total assets
June 30, 2013	905,866			368,256			112,719		7,310			—			$	1,394,151
December 31, 2012	784,104			371,532			217,609		8,543			—			1,381,788

14. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid (received) for interest and income taxes was as follows:

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Interest, net of capitalized interest	$	129,569	$	77,940
Income taxes	1,108		(1,565		)

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Other significant non-cash transactions were as follows:

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Working capital related to capital expenditures	$	5,742	$	98,692

15. TRANSACTIONS AND OTHER MATTERS WITH RELATED PARTIES

As of June 30, 2013, members of the Darden family and entities controlled by them beneficially owned approximately 30% of our outstanding common stock. Glenn Darden and Anne Darden Self are officers and directors and Thomas Darden is an employee and director of Quicksilver.

During the first six months of 2013 and 2012, we paid $0.3 million and $0.3 million, respectively, for use of an airplane owned by an entity controlled by members of the Darden family. Usage rates were determined based upon comparable rates charged by third parties.

Payments received from Mercury, a company owned by members of the Darden family, for sublease rentals, employee insurance coverage and administrative services were less than $0.1 million for the first six months of 2013 and 2012.

In May 2013, we entered into an agreement with Thomas F. Darden with respect to Mr. Darden’s retirement and Mr. Darden’s provision of consulting services following his retirement. Effective May 15, 2013, Mr. Darden retired from his executive position and is expected to remain an employee that does not serve as an officer through December 31, 2013 and a member of the Board of Directors as Chairman Emeritus. While an employee, Mr. Darden will continue to receive his same base salary, benefits and, subject to the execution of a general release and waiver of claims, annual incentive compensation opportunity. In addition, he will be entitled to $12,500 per month, and additional reimbursements, with respect to certain business expenses. In recognition of his contributions to the Tokyo Gas Transaction, Mr. Darden received a cash bonus of $1.1 million, of which $0.6 million was paid in May 2013 with the remaining payable in August 2013, and a stock option grant with an aggregate grant date fair value of $1.1 million granted in May 2013. Both the cash bonus and the stock option grant are included in the Tokyo Gas Transaction gain on our consolidated financial statements. In connection with his retirement, he will be entitled to full vesting of his outstanding unvested equity awards (242,724 shares of restricted stock and 304,407 options); reimbursement of legal fees in connection with the agreement, up to $40,000; and payment of accrued and unused vacation and estimated COBRA premiums. Mr. Darden will be engaged as a consultant for the three-year period following his retirement and will receive a monthly consulting fee of $45,000. While a consultant, Mr. Darden will be entitled to $12,500 per month, and additional reimbursements, with respect to certain business expenses. In addition, Mr. Darden will be eligible to receive bonuses of up to $2.5 million in the aggregate under certain circumstances in connection with certain possible future strategic transactions occurring on or before December 31, 2016.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis (“MD&A”) is intended to help readers of our financial statements understand our business, results of operations, financial condition, liquidity and capital resources. MD&A is provided as a supplement to, and should be read in conjunction with, the other sections of this Quarterly Report as well as our 2012 Annual Report on Form 10-K. We conduct our operations in two segments: (1) our more dominant exploration and production segment, and (2) our significantly smaller midstream segment. Except as otherwise specifically noted, or as the context requires otherwise, and except to the extent that differences between these segments or our geographic segments are material to an understanding of our business taken as a whole, we present this MD&A on a consolidated basis.

Our MD&A includes the following sections:

• 2013 Highlights – a summary of significant activities and events affecting Quicksilver

• 2013 Capital Program – a summary of our planned capital expenditures during 2013

• Results of Operations – an analysis of our consolidated results of operations for the three- and six-month periods presented in our financial statements

• Liquidity, Capital Resources and Financial Position – an analysis of our cash flows, sources and uses of cash, contractual obligations and commercial commitments

2013 HIGHLIGHTS

Joint Venture Update

In March 2013, we entered into a Purchase and Sale Agreement with TGBR to sell an undivided 25% of our Barnett Shale Asset for a purchase price of $485 million. The transaction closed in April 2013, but was effective as of September 1, 2012. The purchase price was subject to customary purchase price adjustments, which resulted in TGBR paying us $464.0 million, including an estimated final adjustment of $0.6 million in the third quarter of 2013. We recognized a gain of $333.2 million before consideration of income taxes as a result of this transaction.

In July 2013, we executed an agreement to sell all of our interest in approximately 143,000 acres and 2.6 MMBbl of reserves located in our Southern Alberta Asset. The sale is expected to close in the third quarter and is subject to customary closing conditions.

We are running an integrated joint venture process in our Horn River Asset with a select group of potential partners. The process is currently in the formal bidding stage.

We are progressing with the effort to attract outside capital for our West Texas Asset and expect a minimal drilling program until a joint venture partner is secured.

Significant Contract Revisions

In the second quarter of 2013, we refinanced a portion of our debt to extend maturities and reduce the weighted average interest costs on outstanding debt. We also amended our Combined Credit Agreements primarily to loosen the financial covenants through the second quarter of 2016 and to permit the incurrence of up to $825 million of second lien debt. Specific refinancing activities and changes to the Combined Credit Agreements are outlined in Note 5 to the condensed consolidated financial statements in Item 1 of this Quarterly Report.

In July 2013, in light of the Canadian Governor in Council's failure to approve NGTL's construction of the Komie North Project, NGTL terminated the Project and Expenditure Authorization (PEA), which authorized NGTL to construct the Komie North Project and the related meter station. The PEA necessitated the construction of a treatment facility and required financial guarantees to cover NGTL's costs for the Komie North Project. We have provided C$14 million in letters of credit to support this obligation. NGTL will release the letters of credit in connection with our paying NGTL an amount equal to actual costs incurred by NGTL, which is estimated to be approximately $12.8 million and is reflected in other income (expense) in our consolidated financial statements. With this termination of the PEA as described above, our agreement to deliver gas to the Komie North Project, has also terminated. We maintain our ability to sell gas at the Station 2 and AECO hubs, as our current production is served by existing treating facilities and pipelines.

2013 CAPITAL PROGRAM

We incurred costs related to our capital program of $51.7 million for the first six months of 2013. We continue to anticipate full year 2013 spending to approximate $120 million.

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RESULTS OF OPERATIONS

The following discussion compares the results of operations for the three months ended June 30, 2013 and 2012, or the 2013 quarter and 2012 quarter, respectively. “Other U.S.” refers to the combined amounts for our Niobrara Asset, West Texas Asset and Southern Alberta Asset.

Revenue

We aggregate production revenue and realized cash gains (losses) on derivatives not treated as hedges in measuring revenue from our oil and gas production. Historically, we have used hedge accounting and combining these items mirrors our views of the derivatives' usefulness and provides more comparability.

Production Revenue and Realized Cash Gains (Losses) on Derivatives by Operating Area:

	Natural Gas					NGL				Oil				Total
	2013			2012		2013		2012		2013		2012		2013			2012
	(In millions)
Barnett Shale	$	50.3		$	41.7	$	17.5	$	34.3	$	1.7	$	3.0	$	69.5		$	79.0
Other U.S.	—			0.1		—		0.1		2.9		3.3		2.9			3.5
Hedging	14.4			45.4		—		6.3		—		—		14.4			51.7
U.S.	64.7			87.2		17.5		40.7		4.6		6.3		86.8			134.2
Horseshoe Canyon	14.7			8.9		—		—		—		—		14.7			8.9
Horn River	16.8			2.6		—		—		—		—		16.8			2.6
Hedging	2.8			4.6		—		—		—		—		2.8			4.6
Canada	34.3			16.1		—		—		—		—		34.3			16.1
Consolidated production revenue	$	99.0		$	103.3	$	17.5	$	40.7	$	4.6	$	6.3	$	121.1		$	150.3
U.S. realized cash derivative gains (losses)	$	(4.0	)	$	8.9	$	—	$	—	$	—	$	—	$	(4.0	)	$	8.9
Canada realized cash derivative gains	0.5			8.2		—		—		—		—		0.5			8.2
Consolidated realized cash derivative gains (losses)	(3.5		)	17.1		—		—		—		—		(3.5		)	17.1
Consolidated production revenue and realized cash derivative gains (1)	$	95.5		$	120.4	$	17.5	$	40.7	$	4.6	$	6.3	$	117.6		$	167.4

⁽¹⁾  Realized cash derivative gains from derivatives not treated as hedges are included in net derivative gains. Unrealized derivative gains and losses, non-cash loss in fair value from restructured natural gas derivatives and hedge ineffectiveness make up the remainder of net derivative gains as reported on our statement of income. A discussion of net derivative gains is found elsewhere in our discussion of our results of operations. Total revenue is comprised of production revenue, net derivative gains , sales of purchased natural gas and other revenue.

Average Daily Production Volume:

	Natural Gas		NGL		Oil		Equivalent Total
	2013	2012	2013	2012	2013	2012	2013	2012
	(MMcfd)		(Bbld)		(Bbld)		(MMcfed)
Barnett Shale	137.7	216.8	7,069	11,339	207	366	181.4	287.1
Other U.S.	—	0.7	21	26	377	441	2.4	3.5
Total U.S.	137.7	217.5	7,090	11,365	584	807	183.8	290.6
Horseshoe Canyon	48.9	53.2	7	—	—	—	48.9	53.2
Horn River	54.6	14.9	—	—	—	—	54.6	14.9
Total Canada	103.5	68.1	7	—	—	—	103.5	68.1
Total	241.2	285.6	7,097	11,365	584	807	287.3	358.7

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Average Realized Price:

	Natural Gas					NGL				Oil				Equivalent Total
	2013			2012		2013		2012		2013		2012		2013			2012
	(per Mcf)					(per Bbl)				(per Bbl)				(per Mcfe)
Barnett Shale	$	4.01		$	2.11	$	27.14	$	33.23	$	88.85	$	89.73	$	4.21		$	3.02
Other U.S.	3.94			2.04		50.05		55.18		83.80		82.42		13.70			11.26
Hedging	1.15			2.29		—		6.08		—		—		0.86			1.95
Total U.S.	5.16			4.40		27.21		39.36		85.59		85.73		5.19			5.07
Horseshoe Canyon	$	3.30		$	1.84	$	57.84	$	—	$	—	$	—	$	3.31		$	1.84
Horn River	3.38			1.91		—		—		—		—		3.38			1.91
Hedging	0.29			0.75		—		—		—		—		0.29			0.75
Total Canada	$	3.64		$	2.61	$	57.84	$	—	$	—	$	—	$	3.64		$	2.61
Consolidated production revenue	$	4.51		$	3.97	$	27.24	$	39.36	$	85.61	$	85.73	$	4.63		$	4.60
U.S. realized cash derivative gains (losses)	$	(0.32	)	$	0.45	$	—	$	—	$	—	$	—	$	(0.24	)	$	0.34
Canada realized cash derivative gains	0.06			1.33		—		—		—		—		0.06			1.33
Consolidated realized cash derivative gains (losses)	(0.16		)	0.66		—		—		—		—		(0.13		)	0.52
Consolidated production revenue and realized cash derivative gains	$	4.35		$	4.63	$	27.24	$	39.36	$	85.61	$	85.73	$	4.50		$	5.12

The following table summarizes the changes in our production revenue and realized cash gains on derivatives:

	Natural Gas			NGL			Oil			Total
	(In thousands)
Consolidated production revenue and realized cash derivative gains for the 2012 quarter	$	120,401		$	40,709		$	6,300		$	167,410
Volume variances	(8,285		)	(12,929		)	(1,739		)	(22,953		)
Hedge revenue variances	(32,827		)	(6,285		)	—			(39,112		)
Realized cash derivative variance (1)	(20,575		)	—			—			(20,575		)
Price variances	36,787			(3,903		)	(8		)	32,876
Consolidated production revenue and realized cash derivative gains for the 2013 quarter	$	95,501		$	17,592		$	4,553		$	117,646

⁽¹⁾  This amount is also included in the production revenue and realized cash derivatives gains table above.

Consolidated production revenue and realized cash derivative gains from natural gas for the 2013 quarter decreased from the 2012 quarter due to lower volumes produced and a net decrease in hedge revenue and realized cash derivative gains due to improved natural gas prices partially offset by an increase in the realized price for natural gas. Consolidated production revenue and realized cash derivative gains from NGL revenue for the 2013 quarter decreased from the 2012 quarter due to lower volumes produced, decreased realized prices and the 2013 quarter not including NGL derivatives. The decrease in natural gas and NGL volumes is primarily due to the Tokyo Gas Transaction and is partially offset by an increase in volumes in our Horn River Asset as additional wells began producing in the second half of 2012.

At June 30, 2013, we had $1.8 million in deferred revenue related to NGLs held in storage by the purchaser of the NGLs. The title and risk of loss of the NGL volumes have transferred to the purchaser. However, the sales price of the NGLs will not

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be determined until the NGLs undergo further processing by the purchaser, which is expected to occur during the second half of 2013. We have deferred recognition of production and revenue on these NGL volumes as of June 30, 2013.

Our production revenue and realized derivative cash gain (loss) for the 2013 quarter and 2012 quarter was higher by $13.7 million and $73.4 million, respectively, because of our derivative activities.

Sales of Purchased Natural Gas and Costs of Purchased Natural Gas

	For the Three Months Ended June 30,
	2013		2012
	(In thousands)
Sales of purchased natural gas
Purchases from Eni	$	17,903	$	8,724
Purchases from others	782		718
Total	18,685		9,442
Costs of purchased natural gas sold
Purchases from Eni	17,906		8,723
Purchases from others	773		614
Total	18,679		9,337
Net sales and purchases of natural gas	$	6	$	105

Net Derivative Gains

The following table summarizes our net derivative gains and losses:

	For the Three Months Ended June 30,
	2013			2012
	(In thousands)
Unrealized mark-to-market changes in fair value of natural gas derivative gains (1)	$	38,313		9,229
Realized cash settlements of natural gas derivative gains (losses)	(3,476		)	17,100
Gain from hedge ineffectiveness	—			6,810
Net derivative gains	34,837			33,139

⁽¹⁾  Unrealized mark-to-market changes in fair value are subject to continuing market risk.

In 2012 we began to account for the fair value changes of certain natural gas derivatives in the income statement as reflected in the above table.

Other Revenue

	For the Three Months Ended June 30,
	2013		2012
	(In thousands)
Midstream revenue from third parties:
Canada	$	638	$	744
Texas	216		382
Total midstream revenue	854		1,126
Total	$	854	$	1,126

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Operating Expense

Lease Operating

	For the Three Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Barnett Shale
Cash expense	$	10,274	$	0.62	$	12,936	$	0.50
Equity compensation	214		0.01		227		0.01
	$	10,488	$	0.63	$	13,163	$	0.51
Other U.S.
Cash expense	$	1,345	$	6.16	$	2,139	$	6.76
Equity compensation	112		0.51		38		0.12
	$	1,457	$	6.67	$	2,177	$	6.88
Total U.S.
Cash expense	$	11,619	$	0.69	$	15,075	$	0.57
Equity compensation	326		0.02		265		0.01
	$	11,945	$	0.71	$	15,340	$	0.58
Horseshoe Canyon
Cash expense	$	7,173	$	1.61	$	5,878	$	1.21
Equity compensation	48		0.01		83		0.01
	$	7,221	$	1.62	$	5,961	$	1.22
Horn River
Cash expense	$	1,047	$	0.21	$	298	$	0.92
Equity compensation	—		—		—		—
	$	1,047	$	0.21	$	298	$	0.92
Total Canada
Cash expense	$	8,220	$	0.87	$	6,176	$	1.00
Equity compensation	48		0.01		83		0.01
	$	8,268	$	0.88	$	6,259	$	1.01
Total Company
Cash expense	$	19,839	$	0.76	$	21,251	$	0.65
Equity compensation	374		0.01		348		0.01
	$	20,213	$	0.77	$	21,599	$	0.66

Lease operating expense for the 2013 quarter in the Barnett Shale increased on a unit basis primarily due to fixed lease operating charges being distributed over lower volume compared to the 2012 quarter. In Canada, the increase in lease operating expense on a gross basis compared to the 2012 quarter is primarily due to increased volumes in our Horn River Asset. The reduction on a unit basis is due to the increased volumes in our Horn River Asset as fixed lease operating costs were distributed over a higher volume compared to the 2012 quarter.

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Gathering, Processing and Transportation

	For the Three Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Barnett Shale	$	25,941	$	1.57	$	36,464	$	1.40
Other U.S.	2		0.01		4		0.01
Total U.S.	25,943		1.55		36,468		1.38
Horseshoe Canyon	794		0.18		960		0.20
Horn River	9,937		2.00		5,196		3.83
Total Canada	10,731		1.14		6,156		0.99
Total	$	36,674	$	1.40	$	42,624	$	1.31

U.S. GPT on a gross basis decreased primarily due to lower volume in our Barnett Shale Asset, with the Tokyo Gas Transaction contributing to this decline. On a unit basis, the 2013 quarter was higher primarily due to our production mix between areas within our Barnett Shale Asset. To a lesser extent the decrease was a result of deferred sales production to later in 2013 for our NGLs without a reduction in transportation expense as the NGLs were transported to the third-party facility for storage and incurred demand charges for our NGL transportation contracts. Canadian GPT increased in total for the 2013 quarter as compared to the 2012 quarter as a result of increased volumes in our Horn River Asset, and decreased on a unit basis in the Horn River primarily as a result of fixed costs under our firm agreements with third parties being spread over increased volumes in the 2013 quarter. Canadian GPT includes unused firm capacity of $1.7 million and $1.8 million for the 2013 quarter and the 2012 quarter, respectively.

Production and Ad Valorem Taxes

	For the Three Months Ended June 30,
	2013						2012
	(In thousands, except per unit amounts)
				Per Mcfe					Per Mcfe
Production taxes
Barnett Shale	$	1,038		$	0.06		$	1,338	$	0.05
Other U.S.	226			1.03			165		0.68
Total U.S.	1,264			0.08			1,503		0.06
Horseshoe Canyon	(29		)	(0.01		)	50		0.01
Horn River	—			—			—		—
Total Canada	(29		)	—			50		0.01
Total production taxes	1,235			0.05			1,553		0.05
Ad valorem taxes
Barnett Shale	$	3,119		$	0.19		$	4,579	$	0.18
Other U.S.	104			0.48			155		0.49
Total U.S.	3,223			0.19			4,734		0.18
Horseshoe Canyon	361			0.08			829		0.17
Horn River	481			0.10			73		0.05
Total Canada	842			0.09			902		0.15
Total ad valorem taxes	4,065			0.16			5,636		0.17
Total	$	5,300		$	0.20		$	7,189	$	0.22

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Depletion, Depreciation and Accretion

	For the Three Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Depletion
U.S.	$	8,593	$	0.51	$	36,242	$	1.37
Canada	1,087		0.12		6,044		0.97
Total depletion	9,680		0.37		42,286		1.30
Depreciation of other fixed assets
U.S.	$	1,915	$	0.11	$	2,300	$	0.09
Canada	2,396		0.25		2,406		0.39
Total depreciation	4,311		0.16		4,706		0.14
Accretion	1,274		0.05		1,024		0.03
Total	$	15,265	$	0.58	$	48,016	$	1.47

U.S. depletion for the 2013 quarter, when compared to the 2012 quarter, reflected a decrease in production and a decrease in the current year depletion rate due to impairments recognized in 2012. Canadian depletion decreased for the 2013 quarter, when compared to the 2012 quarter, due to a decrease in the current year depletion rate as a result of impairment recognized in 2012 partially offset by an increase in production.

Impairment Expense

We perform quarterly ceiling tests to assess impairment of our oil and gas properties. We also assess our fixed assets reported outside the full-cost pool when circumstances indicate impairment may have occurred. The calculation of impairment expense is more fully described in Note 4 to the condensed consolidated interim financial statements in Item 1 of this Quarterly Report.

In the 2012 quarter, we recognized $1.0 billion and $157.0 million in non-cash charges for impairment of our U.S. and Canadian oil and gas properties, respectively. No impairment was recognized in the 2013 quarter.

General and Administrative

	For the Three Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Cash expense	$	8,982	$	0.34	$	11,700	$	0.36
Audit and accounting fees	318		0.01		2,661		0.08
Strategic transaction costs	1,870		0.07		—		—
Equity compensation	5,705		0.22		4,044		0.12
Total	$	16,875	$	0.64	$	18,405	$	0.56

Tokyo Gas Transaction Gain

In April 2013, we recognized a $333.2 million gain upon closing of the Tokyo Gas Transaction. Further information regarding the transaction can be found in Note 2 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report.

Other Income (Expense)

In June 2013, we recognized an expense of $12.8 million in connection with the termination of the PEA with NGTL. Further information regarding the transaction can be found in Note 8 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report. In the 2013 quarter the Canadian foreign currency exchange rate change resulted in a recognized loss of $2.4 million.

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Fortune Creek Accretion

In December 2011, we entered into an agreement with KKR to form Fortune Creek to construct and operate midstream assets for natural gas produced by us and others primarily in British Columbia. KKR’s contribution is shown as Partnership liability in the condensed consolidated balance sheet, and we recognize accretion expense to reflect the rate of return earned by KKR via its investment.

Interest Expense

	For the Three Months Ended June 30,
	2013			2012
	(In thousands)
Interest costs on debt outstanding	$	42,174		$	42,488
Add:
Fees paid on letters of credit outstanding	53			23
Net expense paid on debt refinancing	67,038			—
Non-cash interest (1)	19,914			1,727
Total interest costs incurred	129,179			44,238
Less:
Interest capitalized	(1,941		)	(4,162		)
Interest expense	$	127,238		$	40,076

⁽¹⁾  Amortization of deferred financing costs, original issue discount net of interest swap settlement amortization, including portions related to the early redemption of our Senior Notes due 2015 and Senior Notes due 2016 of $18.9 million.

Interest costs incurred for the 2013 quarter were higher when compared to the 2012 quarter primarily because of the refinancing of our debt securities in June 2013, which is more fully discussed in Note 5 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report.

Income Taxes

The effective tax rates for the three months ended June 30, 2013 and 2012 are as follows:

	For the Three Months Ended June 30,
	2013			2012
	(in thousands)
Income tax (benefit) expense - U.S.	$	4,941		$	(352,630	)
Effective tax rate-U.S.	1.9		%	34.2		%
Income tax (benefit) expense - Canada	$	260		$	(43,202	)
Effective tax rate-Canada	(3.0		)%	26.0		%
Income tax (benefit) expense - total	$	5,201		$	(395,832	)
Effective tax rate-total	2.1		%	33.0		%

Income tax expense for the 2013 quarter included a reduction in the U.S. valuation allowance of $84.9 million primarily related to the gain recognized from the Tokyo Gas Transaction and an increase in the Canadian valuation allowance of $0.4 million. During the latter half of 2012, we determined reduced likelihood of realizing deferred tax benefits primarily related to our cumulative net operating losses. Income tax recognized for the 2013 quarter is a result of hedge gains previously deferred in AOCI being realized during the quarter and the net tax impact being recognized without a corresponding valuation allowance. The effective rate for the 2012 quarter reflected a projection of full year of U.S. and Canadian taxable losses.

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RESULTS OF OPERATIONS

Six Months EndedJune 30, 2013 and 2012

The following discussion compares the results of operations for the six months ended June 30, 2013 and 2012, or the 2013 period and 2012 period, respectively. “Other U.S.” refers to the combined amounts for our Niobrara Asset, West Texas Asset and Southern Alberta Asset.

Revenue

We aggregate production revenue and realized cash gains (losses) on derivatives not treated as hedges in measuring revenue from our oil and gas production. Historically, we have used hedge accounting and combining these items mirrors our views of the derivatives' usefulness and provides more comparability.

Production Revenue and Realized Cash Gains (Losses) on Derivatives by Operating Area:

	Natural Gas				NGL				Oil				Total
	2013		2012		2013		2012		2013		2012		2013		2012
	(In millions)
Barnett Shale	$	102.0	$	96.8	$	41.2	$	78.9	$	3.9	$	6.2	$	147.1	$	181.9
Other U.S.	0.1		0.3		0.2		0.2		6.0		7.4		6.3		7.9
Hedging	29.7		85.0		—		6.6		—		—		29.7		91.6
U.S.	131.8		182.1		41.4		85.7		9.9		13.6		183.1		281.4
Horseshoe Canyon	29.9		22.3		0.1		0.1		—		—		30.0		22.4
Horn River	34.6		4.7		—		—		—		—		34.6		4.7
Hedging	6.0		8.3		—		—		—		—		6.0		8.3
Canada	70.5		35.3		0.1		0.1		—		—		70.6		35.4
Consolidated production revenue	$	202.3	$	217.4	$	41.5	$	85.8	$	9.9	$	13.6	$	253.7	$	316.8
U.S. realized cash derivative gains	$	1.5	$	12.5	$	—	$	—	$	—	$	—	$	1.5	$	12.5
Canada realized cash derivative gains	4.7		10.2		—		—		—		—		4.7		10.2
Consolidated realized cash derivative gains	6.2		22.7		—		—		—		—		6.2		22.7
Consolidated production revenue and realized cash derivative gains (1)	$	208.5	$	240.1	$	41.5	$	85.8	$	9.9	$	13.6	$	259.9	$	339.5

⁽¹⁾  Realized cash derivative gains from derivatives not treated as hedges are included in net derivative gains (losses). Unrealized derivative gains and losses, non-cash loss in fair value from restructured natural gas derivatives and hedge ineffectiveness make up the remainder of net derivative gains (losses) as reported on our statement of income. A discussion of net derivative gains (losses) is found elsewhere in our discussion of our results of operations. Total revenue is comprised of production revenue, net derivative gains (losses), sales of purchased natural gas and other revenue.

Average Daily Production Volume:

	Natural Gas		NGL		Oil		Equivalent Total
	2013	2012	2013	2012	2013	2012	2013	2012
	(MMcfd)		(Bbld)		(Bbld)		(MMcfed)
Barnett Shale	156.7	224.8	8,349	11,416	244	363	208.3	295.5
Other U.S.	0.1	0.7	22	26	392	463	2.6	3.7
Total U.S.	156.8	225.5	8,371	11,442	636	826	210.9	299.2
Horseshoe Canyon	50.1	55.6	7	7	—	—	50.1	55.6
Horn River	61.3	13.1	—	—	—	—	61.2	13.1
Total Canada	111.4	68.7	7	7	—	—	111.3	68.7
Total	268.2	294.2	8,378	11,449	636	826	322.2	367.9

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Average Realized Price:

	Natural Gas				NGL				Oil				Equivalent Total
	2013		2012		2013		2012		2013		2012		2013		2012
	(per Mcf)				(per Bbl)				(per Bbl)				(per Mcfe)
Barnett Shale	$	3.60	$	2.37	$	27.26	$	37.96	$	89.58	$	94.13	$	3.90	$	3.38
Other U.S.	3.49		2.22		51.34		54.33		84.89		87.25		13.59		11.84
Hedging	1.05		2.07		—		3.17		—		—		0.78		1.68
Total U.S.	$	4.64	$	4.44	$	27.33	$	41.17	$	86.69	$	90.27	$	4.80	$	5.17
Horseshoe Canyon	$	3.30	$	2.21	$	61.74	$	69.79	$	—	$	—	$	3.30	$	2.22
Horn River	3.12		1.98		—		—		—		—		3.12		1.98
Hedging	0.30		0.66		—		—		—		—		0.30		0.66
Total Canada	$	3.50	$	2.82	$	61.74	$	69.79	$	—	$	—	$	3.50	$	2.83
Consolidated production revenue	$	4.17	$	4.06	$	27.36	$	41.18	$	86.69	$	90.28	$	4.35	$	4.73
U.S. realized cash derivative gains	$	0.05	$	0.30	$	—	$	—	$	—	$	—	$	0.04	$	0.23
Canada realized cash derivative gains	0.23		0.81		—		—		—		—		0.23		0.81
Consolidated realized cash derivative gains	$	0.13	$	0.42	$	—	$	—	$	—	$	—	$	0.10	$	0.34
Consolidated production revenue and realized cash derivative gains	$	4.30	$	4.48	$	27.36	$	41.18	$	86.69	$	90.28	$	4.45	$	5.07

The following table summarizes the changes in our production revenue and realized cash gains (losses) on derivatives:

	Natural Gas			NGL			Oil			Total
	(In thousands)
Consolidated production revenue and realized cash derivative gains for the 2012 period	$	240,059		$	85,809		$	13,578		$	339,446
Volume variances	(11,627		)	(21,560		)	(3,189		)	(36,376		)
Hedge revenue variances	(57,494		)	(6,607		)	—			(64,101		)
Realized cash derivative variance (1)	(16,563		)	—			—			(16,563		)
Price variances	54,022			(16,160		)	(414		)	37,448
Consolidated production revenue and realized cash derivative gains for the 2013 period	$	208,397		$	41,482		$	9,975		$	259,854

⁽¹⁾  This amount is also included in the production revenue and realized cash derivatives gains table above.

Consolidated production revenue and realized cash derivative gains from natural gas for the 2013 period decreased from the 2012 period due to lower volumes produced and a net decrease in hedge revenue and realized cash derivative gains due to improved natural gas prices partially offset by an increase in the realized price for natural gas. Consolidated production revenue and realized cash derivative gains from NGL revenue for the 2013 period decreased from the 2012 period due to lower volumes produced, decreased realized prices and the 2013 period not including NGL derivatives. The decrease in natural gas and NGL volumes is primarily due to the Tokyo Gas Transaction and is partially offset by an increase in volumes in our Horn River Asset as additional wells began producing in the second half of 2012.

At June 30, 2013, we had $1.8 million in deferred revenue related to NGLs held in storage by the purchaser of the NGLs. The title and risk of loss of the NGL volumes have transferred to the purchaser. However, the sales price of the NGLs will not be determined until the NGLs undergo further processing by the purchaser, which is expected to occur during the second half of 2013. We have deferred recognition of revenue on these NGL volumes as of June 30, 2013.

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Our production revenue for the 2013 period and 2012 period was higher by $41.9 million and $122.6 million, respectively, because of our hedging activities.

Sales of Purchased Natural Gas and Costs of Purchased Natural Gas

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Sales of purchased natural gas
Purchases from Eni	$	33,803	$	19,870
Purchases from others	1,440		1,658
Total	35,243		21,528
Costs of purchased natural gas sold
Purchases from Eni	33,802		19,906
Purchases from others	1,395		1,368
Total	35,197		21,274
Net sales and purchases of natural gas	$	46	$	254

Net Derivative Gains (Losses)

The following table summarizes our net derivative gains and losses:

	For the Six Months Ended June 30,
	2013			2012
	(In thousands)
Unrealized mark-to-market changes in fair value of natural gas derivative gains (losses) (1)	$	(2,652	)	$	16,060
Realized cash settlements of natural gas derivative gains	6,120			22,682
Non-cash loss in fair value from restructured natural gas derivatives	—			(13,836		)
Gain (loss) from hedge ineffectiveness	—			1,569
Derivative gains (losses), net	3,468			26,475

⁽¹⁾  Unrealized mark-to-market changes in fair value are subject to continuing market risk.

In 2012 we began to account for the fair value changes of certain natural gas derivatives in the income statement as reflected in the above table. In 2012 we terminated a number of our ten-year derivative instruments in exchange for derivative instruments with shorter durations at above market terms. The decrease in the fair value between the terminated ten-year instrument and the new shorter term instrument was recognized as a non-cash loss in fair value from restructured derivatives.

Other Revenue

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Midstream revenue from third parties
Canada	$	1,313	$	1,475
Texas	442		610
Total midstream revenue	1,755		2,085
Other	—		31
Total	$	1,755	$	2,116

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Operating Expense

Lease Operating

	For the Six Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Barnett Shale
Cash expense	$	23,708	$	0.63	$	30,169	$	0.56
Equity compensation	486		0.01		642		0.01
	$	24,194	$	0.64	$	30,811	$	0.57
Other U.S.
Cash expense	$	2,748	$	5.93	$	4,298	$	6.43
Equity compensation	180		0.39		87		0.13
	$	2,928	$	6.32	$	4,385	$	6.56
Total U.S.
Cash expense	$	26,456	$	0.69	$	34,467	$	0.63
Equity compensation	666		0.02		729		0.01
	$	27,122	$	0.71	$	35,196	$	0.64
Horseshoe Canyon
Cash expense	$	15,385	$	1.70	$	13,634	$	1.35
Equity compensation	113		0.01		208		0.02
	$	15,498	$	1.71	$	13,842	$	1.37
Horn River
Cash expense	$	2,488	$	0.22	$	1,252	$	0.53
Equity compensation	—		—		—		—
	$	2,488	$	0.22	$	1,252	$	0.53
Total Canada
Cash expense	$	17,873	$	0.89	$	14,886	$	1.19
Equity compensation	113		0.01		208		0.02
	$	17,986	$	0.90	$	15,094	$	1.21
Total Company
Cash expense	$	44,329	$	0.76	$	49,353	$	0.74
Equity compensation	779		0.01		937		0.01
	$	45,108	$	0.77	$	50,290	$	0.75

Lease operating expense for the 2013 period in the Barnett Shale increased on a unit basis primarily due to fixed lease operating charges being distributed over lower volume compared to the 2012 period. In Canada, the increase in lease operating expense on a gross basis compared to the 2012 period is primarily due to increased volumes in our Horn River Asset. The reduction on a unit basis is due to the increased volumes in our Horn River Asset as fixed lease operating costs were distributed over a higher volume compared to the 2012 period.

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Gathering, Processing and Transportation

	For the Six Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Barnett Shale	$	56,740	$	1.51	$	75,102	$	1.40
Other U.S.	5		0.01		7		0.01
Total U.S.	56,745		1.49		75,109		1.38
Horseshoe Canyon	1,617		0.18		2,029		0.20
Horn River	18,136		1.64		8,563		3.59
Total Canada	19,753		0.98		10,592		0.85
Total	$	76,498	$	1.31	$	85,701	$	1.28

U.S. GPT on a gross basis decreased primarily due to lower volume in our Barnett Shale Asset, with the Tokyo Gas Transaction contributing to this decline. On a unit basis, the 2013 period was higher primarily due to our production mix between areas within our Barnett Shale Asset. To a lesser extent the decrease was a result of deferred sales production to later in 2013 for our NGLs without a reduction in transportation expense as the NGLs were transported to the third-party facility for storage and incurred demand charges for our NGL transportation contracts. Canadian GPT increased in total for the 2013 period as compared to the 2012 period as a result of increased volumes in our Horn River Asset, and decreased on a unit basis in the Horn River primarily as a result of fixed costs under our firm agreements with third parties being spread over increased volumes in the 2013 period. Canadian GPT includes unused firm capacity of $2.8 million and $3.8 million for the 2013 period and the 2012 period, respectively.

Production and Ad Valorem Taxes

	For the Six Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Production taxes
Barnett Shale	$	1,979	$	0.05	$	2,644	$	0.05
Other U.S.	458		0.99		411		0.69
Total U.S.	2,437		0.06		3,055		0.06
Horseshoe Canyon	36		—		52		0.01
Horn River	—		—		—		—
Total Canada	36		—		52		0.01
Total production taxes	2,473		0.04		3,107		0.05
Ad valorem taxes
Barnett Shale	$	6,473	$	0.17	$	9,192	$	0.17
Other U.S.	250		0.54		253		0.38
Total U.S.	6,723		0.18		9,445		0.17
Horseshoe Canyon	1,058		0.12		1,257		0.12
Horn River	530		0.05		143		0.06
Total Canada	1,588		0.08		1,400		0.11
Total ad valorem taxes	8,311		0.14		10,845		0.16
Total	$	10,784	$	0.18	$	13,952	$	0.21

41

Depletion, Depreciation and Accretion

	For the Six Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Depletion
U.S.	$	19,700	$	0.52	$	76,231	$	1.40
Canada	2,293		0.11		14,999		1.20
Total depletion	21,993		0.38		91,230		1.36
Depreciation of other fixed assets
U.S.	$	4,030	0.11		$	4,679	0.09
Canada	4,854		0.24		4,577		0.37
Total depreciation	8,884		0.15		9,256		0.14
Accretion	2,644		0.05		1,969		0.03
Total	$	33,521	$	0.58	$	102,455	$	1.53

U.S. depletion for the 2013 period, when compared to the 2012 period, reflects a decrease in production and a decrease in the current year depletion rate due to impairments recognized in 2012. Canadian depletion decreased for the 2013 period, when compared to the 2012 period, due to a decrease in the current year depletion rate as a result of impairment recognized in 2012 partially offset by an increase in production.

Impairment Expense

As required under GAAP, we perform quarterly ceiling tests to assess impairment of our oil and gas properties. We also assess our fixed assets reported outside the full-cost pool when circumstances indicate impairment may have occurred. The calculation of impairment expense is more fully described in Note 4 to the condensed consolidated interim financial statements in Item 1 of this Quarterly Report.

In the 2012 period, we recognized $1.2 billion and $296.9 million in non-cash charges for impairment of our U.S. and Canadian oil and gas properties, respectively. No impairment was recognized in the 2013 period.

General and Administrative

	For the Six Months Ended June 30,
	2013				2012
	(In thousands, except per unit amounts)
			Per Mcfe				Per Mcfe
Cash expense	$	19,315	$	0.33	$	23,870	$	0.35
Audit and accounting fees	1,584		0.03		4,544		0.07
Strategic transaction costs	1,870		0.03		—		—
Equity compensation	10,269		0.18		9,086		0.14
Total	$	33,038	$	0.57	$	37,500	$	0.56

Tokyo Gas Transaction Gain

In April 2013, we recognized a $333.2 million gain upon closing of the Tokyo Gas Transaction. Further information regarding the transaction can be found in Note 2 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report.

Crestwood Earn-Out

In February 2012, we collected $41 million of earn-out payments from Crestwood, which is presented as Crestwood earn-out in the condensed consolidated statement of income for the six months ended June 30, 2013.

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Other Income (Expense)

In June 2013, we recognized an expense of $12.8 million in connection with the termination of the PEA with NGTL. Further information regarding the transaction can be found in Note 8 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report. In the 2013 period the Canadian foreign currency exchange rate change resulted in a loss of $2.5 million.

Fortune Creek Accretion

In December 2011, we entered into an agreement with KKR to form Fortune Creek to construct and operate midstream assets for natural gas produced by us and others primarily in British Columbia. KKR’s contribution is shown as Partnership liability in the condensed consolidated balance sheet, and we recognize accretion expense to reflect the rate of return earned by KKR via its investment.

Interest Expense

	For the Six Months Ended June 30,
	2013			2012
	(In thousands)
Interest costs on debt outstanding	$	86,146		$	84,531
Add:
Fees paid on letters of credit outstanding	103			52
Net expense paid on debt refinancing	67,038			—
Non-cash interest (1)	21,773			3,469
Total interest costs incurred	175,060			88,052
Less:
Interest capitalized	(3,880		)	(7,806		)
Interest expense	$	171,180		$	80,246

⁽¹⁾  Amortization of deferred financing costs, original issue discount net of interest swap settlement amortization, including portions related to the early redemption of our Senior Notes due 2015 and Senior Notes due 2016 of $18.9 million.

Interest costs incurred for the 2013 period were higher when compared to the 2012 period primarily because of the refinancing of our debt securities in June 2013, which is more fully discussed in Note 5 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report.

Income Taxes

The effective tax rates for the six months ended June 30, 2013 and 2012 are as follows:

	For the Six Months Ended June 30,
	2013			2012
	(in thousands)
Income tax (benefit) expense - U.S.	$	11,165		$	(415,897	)
Effective tax rate - U.S.	5.4		%	34.8		%
Income tax (benefit) expense - Canada	$	932		$	(81,172	)
Effective tax rate - Canada	(7.5		)%	25.8		%
Income tax (benefit) expense - total	$	12,097		$	(497,069	)
Effective tax rate - total	6.2		%	32.9		%

Income tax expense for the 2013 period included a reduction in the U.S. valuation allowance of $61.8 million primarily related to the gain recognized from the Tokyo Gas Transaction and an increase in the Canadian valuation allowance of $1.2 million. During the latter half of 2012, we determined reduced likelihood of realizing deferred tax benefits primarily related to our cumulative net operating losses. Income tax recognized for the 2013 period is a result of hedge gains previously deferred in

43

AOCI being realized during the quarter and the net tax impact being recognized without a corresponding valuation allowance. The effective rate for the 2012 period reflected a projection of full year of U.S. and Canadian taxable losses.

Quicksilver Resources Inc. and its Restricted Subsidiaries

Information about Quicksilver and our restricted and unrestricted subsidiaries is included in Note 12 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report.

The combined results of operations for Quicksilver and our restricted subsidiaries are substantially similar to our consolidated results of operations, which are discussed above under “Results of Operations,” except for Fortune Creek accretion expense. The combined financial position of Quicksilver and our restricted subsidiaries and our consolidated financial position are materially the same except for balances related to Fortune Creek which were included in the consolidated financial position as of June 30, 2013. The combined operating cash flows, financing cash flows and investing cash flows for Quicksilver and our restricted subsidiaries are substantially similar to our consolidated operating cash flows, financing cash flows and investing cash flows, which are discussed below in “Cash Flow Activity,” except for cash flows associated with the operations and development of Fortune Creek.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

Cash Flow Activity

Our financial condition and results of operations, including our liquidity and profitability, are significantly affected by the prices that we realize for our natural gas, NGL and oil production and the volumes of natural gas, NGLs and oil that we produce.

The natural gas, NGLs and oil that we produce are commodity products for which established trading markets exist. Accordingly, product pricing is generally influenced by the relationship between supply and demand for these products. Product supply is affected primarily by fluctuations in production volumes, and product demand is affected by the state of the economy in general, the availability and price of alternative fuels and a variety of other factors. Prices for our products historically have been volatile, and we have no meaningful influence over the timing and extent of price changes for our products. Although we have mitigated our near-term exposure to such price declines through derivative financial instruments covering substantial portions of our expected near-term production, we cannot confidently predict whether or when commodity prices will increase or decrease.

The volumes that we produce may be significantly affected by the rates at which we acquire leaseholds and other mineral interests and explore, exploit and develop our leasehold and other mineral interests through drilling and production activities. These activities require substantial capital expenditures, and our ability to fund these activities through cash flow from our operations, borrowings and other sources may be affected by instability in the capital markets.

For the remainder of 2013 through 2021, swaps economically hedge a portion of our natural gas revenue. The following summarizes future production hedged with commodity derivatives as of June 30, 2013.

Production	Daily Production
Year	Gas
	MMcfd
Remainder of 2013	200
2014	170
2015	150
2016-2021	40

The following summarizes our cash flow activity for the 2013 period and 2012 period:

	Six months ended, June 30,
	2013			2012
	(In thousands)
Net cash provided by (used in) operating activities	$	(78,106	)	$	99,516
Net cash provided by (used in) investing activities	290,594			(262,700		)
Net cash provided by (used in) financing activities	(122,553		)	163,314

Operating Cash Flows

Net cash provided by operating activities for the 2013 period decreased from the 2012 period due to expenses related to our debt refinancing, lower realized prices (including derivative effects), lower production volumes and negative changes in working capital.

Net cash provided by operating activities for the 2013 period also includes hedge cash settlements of $6.5 million which is deferred in other comprehensive income related to our long-dated hedges restructured in the first and fourth quarters of 2012. The revenue impact will be realized over the original term of the hedges which extends until 2021.

Investing Cash Flows

Costs incurred for property, plant and equipment for the 2013 period and 2012 period were as follows:

	United States		Canada		Consolidated
	(In thousands)
For the Six Months Ended June 30, 2013
Exploration and development	$	35,313	$	5,684	$	40,997
Midstream	25		730		755
Administrative	440		9,544		9,984
Total	$	35,778	$	15,958	$	51,736
For the Six Months Ended June 30, 2012
Exploration and development	$	116,977	$	157,401	$	274,378
Midstream	636		10,803		11,439
Administrative	2,444		3,003		5,447
Total	$	120,057	$	171,207	$	291,264

Costs incurred reflect the true nature of the activity of the 2013 capital program, while capital expenditures shown in the condensed consolidated statement of cash flows also reflect the related changes in working capital. Our 2013 capital costs incurred have decreased for the U.S. and Canada as a result of our overall decrease in capital spend in 2013 compared to 2012. Changes in working capital are driven by the reduction in accounts payable from prior year activities.

We received a $463.4 million payment from the Tokyo Gas Transaction in April 2013 and a $41.1 million earn-out payment from Crestwood in February 2012.

A portion of the cash received from the Tokyo Gas Transaction was invested in interest bearing time deposits and commercial paper with maturities of less than one year. We intend to hold these investments until maturity.

Financing Cash Flows

Net financing cash flows in the 2013 period include net payments of $90.8 million under our Combined Credit Agreements. During the quarter ended June 30, 2013, we executed a number of refinancing transactions to extend our debt maturities and reduce the weighted average interest costs, which are more fully described in Note 5 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report. Issuance costs related to these transactions were $23.1 million. Proceeds from the issuance of the Senior Secured Second Lien Credit Agreement, Senior Secured Second Lien Notes due 2019 and Senior Notes due 2021 were used to pay for validly tendered Senior Notes due 2015 and Senior Notes due 2016 and accrued interest and transaction expenses.

Distributions of Fortune Creek partnership funds in the 2013 period of $5.0 million were paid to our partner based on its preferential distribution rights.

Liquidity and Borrowing Capacity

At June 30, 2013, the Combined Credit Agreements’ global borrowing base was $350 million and the global letter of credit capacity was $280 million. At June 30, 2013, there was $104.7 million available under the Combined Credit Agreements.

We further amended our Combined Credit Agreements in April and June 2013 for the following:

• Permit the sale and transfer of a 25% interest in Quicksilver’s Barnett Shale assets to TGBR

• Reduce the global borrowing base to $350 million from $850 million, including a reduction due to the Tokyo Gas Transaction

• Reduce the minimum required interest coverage ratio to the following:

44

Period	Interest Coverage Ratio	Period	Interest Coverage Ratio
Q2 2013	1.25	Q1 2015	1.10
Q3 2013	1.25	Q2 2015	1.15
Q4 2013	1.25	Q3 2015	1.15
Q1 2014	1.20	Q4 2015	1.20
Q2 2014	1.15	Q1 2016	1.50
Q3 2014	1.10	Q2 2016	2.00
Q4 2014	1.10

• Permit up to $825 million of second lien debt, subject to customary intercreditor terms

• Permit redemption of junior debt with the proceeds from certain asset sales and permitted second lien debt, provided utilization under the global borrowing base after giving effect to such redemption is less than 75% and compliance with other customary conditions

• Reduce the maximum senior secured debt leverage ratio to 2.0 and exclude permitted second lien debt from the senior secured debt definition

• Increase the applicable margin by 0.75% for each type of loan and issued letters of credit

• Increase the minimum mortgage properties requirement to 87.5% from 80% of proved hydrocarbon interests evaluated in the then most recent reserve report

• Amend certain definitions which impact the financial covenant calculations.

In April 2013, we increased our outstanding letters of credit by C$13 million for the step-up of treating volumes in the Horn River Basin.

Our ability to remain in compliance with the financial covenants in our Combined Credit Agreements may be affected by events beyond our control. While we believe that we will be able to comply with these covenants for the next 12 months, we do not expect to exceed the required levels by a significant margin. Accordingly, even a modest decline in prices for natural gas and NGLs, our failure to achieve anticipated cost savings or the inaccuracy in any material respect of any of the other assumptions underlying our forecast could cause us to fail to comply with the covenants contained in the Combined Credit Agreements. Any future inability to comply with these covenants, unless waived or amended by the requisite lenders, could materially and adversely affect our liquidity by rendering us unable to borrow further under our credit facilities and by accelerating the maturity of our debt.

We have an incurrence test under our indentures applicable to debt, restricted payments, mergers and consolidations and designation of unrestricted subsidiaries that requires EBITDA to exceed interest expense by 2.25 times. At June 30, 2013, we did not meet this test and, as a result, we are limited in our ability to, among other things, incur additional debt, except for specific baskets. We do retain, however, the ability to utilize the full borrowing capacity under our Combined Credit Agreements and our ability to refinance existing debt. Not meeting this ratio does not represent an event of default under our indentures. We are presently unable to predict when or if we will meet the incurrence test.

Additional information about our debt and related covenants is included in Note 5 to the condensed consolidated interim financial statements in Item 1 of this Quarterly Report. The information presented above is qualified in all respects by reference to the full text of the documents governing the various components of our debt.

We anticipate that our remaining 2013 capital program will be funded by cash flow from operations or cash on hand and supplemented by proceeds from additional asset sales, although we could also borrow under the Combined Credit Agreements. If our capital resources are insufficient to fund our 2013 capital expenditure plan, we will need to reduce our capital expenditures or seek other financing alternatives. We may not be able to obtain financing needed in the future on terms that would be acceptable to us, or at all. If we limit or defer our 2013 capital expenditure plan, we could adversely affect the recoverability and ultimate value of our oil and gas properties.

We retained a portion of the cash received from the Tokyo Gas Transaction. Our indentures require us to reinvest or repay debt with net cash proceeds from asset sales within one year. If certain capital spending thresholds are not met, our liquidity could be adversely affected.

Depending upon conditions in the capital markets and other factors, we will from time to time consider the issuance of debt or other securities or other possible capital markets transactions, the proceeds of which could be used to refinance current indebtedness or for other corporate purposes. We will also consider from time to time additional acquisitions of, and

45

investments in, assets or businesses that complement our existing asset portfolio. Acquisition transactions, if any, are expected to be financed through cash flow from operations, borrowings under the Combined Credit Agreements, proceeds from asset sales, the issuance of debt or other securities or a combination of those sources.

Financial Position

The following impacted our balance sheet as of June 30, 2013, as compared to our balance sheet as of December 31, 2012:

• Cash, cash equivalents and marketable securities increased $210.6 million as we retained a portion of the Tokyo Gas Transaction payment in cash.

• Our accounts receivable balance decreased $19.3 million from December 31, 2012 to June 30, 2013, primarily due to lower production volumes compared to December 31, 2012 as well as a decrease of $3.1 million related to NGL hedge settlement accruals in 2012.

• Our net property, plant and equipment balance decreased $136.2 million from December 31, 2012 to June 30, 2013.The decrease was primarily due to the Tokyo Gas Transaction, which resulted in a decrease of $138.0 million and additional decreases due to DD&A incurred of $30.9 million and $21.1 million related to U.S.-Canadian exchange rate changes. Offsetting these decreases, we incurred capital cost of $51.7 million during 2013.

• The $21.1 million decrease in accounts payable was due primarily to a reduction in accrued capital expenditures of $4.6 million from the December 31, 2012 amount and a decrease in trade payables of $16.5 million from December 31, 2012 as activity has decreased from year‑end.

• Our accrued liabilities decreased $24.9 million, primarily due to early payment of accrued interest of $46.6 million, partially offset by the accrual of the NGTL termination invoice and increase in ad valorem tax accrual.

• Long-term debt decreased $94.8 million primarily from net payments under the Combined Credit Agreements of $191.9 million, recognition of $11.0 million of interest rate swaps and changes to the U.S.-Canadian exchange rate resulting in a decrease of $6.1 million, partially offset by net borrowings of $101.1 million as a result of our refinancing of our debt and $13.1 million of amortized discounts, including the impact of the redemption from the refinancing of our debt.

Contractual Obligations and Commercial Commitments

There have been no significant changes to our contractual obligations and commitments as reported in our 2012 Annual Report on Form 10-K, other than the termination of the PEA with NGTL as described in Note 8 to our condensed consolidated interim financial statements included in Item 1 of this Quarterly Report.

Critical Accounting Estimates

Management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated interim financial statements and related footnotes contained within this report. The process of preparing financial statements in conformity with GAAP requires the use of estimates and assumptions to determine certain of the assets, liabilities, revenue and expense. Our more critical accounting estimates used in the preparation of the consolidated financial statements were discussed in our 2012 Annual Report on Form 10-K. These critical estimates, for which no significant changes occurred during the six months ended June 30, 2013, include estimates and assumptions for:

•     oil and gas reserves	•     stock-based compensation
•     full cost ceiling calculations	•     income taxes
•     derivative instruments

These estimates and assumptions are based upon what we believe is the best information available at the time we make the estimate or assumption. The estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from those estimates and assumptions.

46

OFF-BALANCE SHEET ARRANGEMENTS

In July 2013, in light of the Canadian Governor in Council's failure to approve NGTL's construction of the Komie North Project, NGTL terminated the Project and Expenditure Authorization (PEA), which authorized NGTL to construct the Komie North Project and the related meter station. The PEA necessitated the construction of a treatment facility and required financial guarantees to cover NGTL's costs for the Komie North Project. We have provided C$14 million in letters of credit to support this obligation. NGTL will release the letters of credit in connection with our paying NGTL an amount equal to actual costs incurred by NGTL, which is estimated to be approximately $12.8 million and is reflected in other income (expense) in our consolidated financial statements. With this termination of the PEA as described above, our agreement to deliver gas to the Komie North Project, has also terminated. We maintain our ability to sell gas at the Station 2 and AECO hubs, as our current production is served by existing treating facilities and pipelines.

RECENTLY ISSUED ACCOUNTING STANDARDS

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements. No pronouncements materially affecting our financial statements have been issued since the filing of our 2012 Annual Report on Form 10-K.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

We have established internal control policies and procedures for managing risk within our organization. The possibility of decreasing prices received for our natural gas, NGL and oil production is among the several risks that we face. We seek to manage this risk by entering into derivative contracts. We have mitigated the downside risk of adverse price movements through the use of derivatives but, in doing so, we have also limited our ability to benefit from favorable price movements. This commodity price strategy enhances our ability to execute our development, exploitation and exploration programs, meet debt service requirements and pursue acquisition opportunities even in periods of price volatility or depression.

We enter into financial derivative contracts to mitigate our exposure to commodity price risk associated with anticipated future production and to increase the predictability of our revenue. Utilization of our financial hedging program will most often result in realized prices from the sale of our natural gas and NGLs that vary from market prices. As a result of settlements of derivative contracts, our revenue from natural gas and NGL production was greater by $41.9 million and $122.6 million for the 2013 period and 2012 period, respectively and a gain was recognized in net derivative gains of $6.1 million and $22.7 million for the 2013 period and 2012 period, respectively. These increases in production revenue and realized gains were offset by an unrealized loss of $2.7 million and an unrealized gain of $16.1 million for the 2013 period and 2012 period, respectively.

47

The following table details our open derivative positions at June 30, 2013:

Product	Type	Segment	Remaining Contract Period	Volume	Price Per Mcf
Gas	Swap	Canada	Jul 2013 - Dec 2013	10 MMcfd	5.00
Gas	Swap	Canada	Jul 2013 - Dec 2015	10 MMcfd	6.42
Gas	Swap	Canada	Jul 2013 - Dec 2015	10 MMcfd	6.45
Gas	Swap	Canada	Jul 2013 - Dec 2015	10 MMcfd	4.04
Gas	Swap	Canada	Jul 2013 -Dec 2021	10 MMcfd	4.625
Gas	Swap	U.S.	Jul 2013 - Dec 2013	20 MMcfd	5.00
Gas	Swap	U.S.	Jul 2013 - Dec 2013	10 MMcfd	5.00
Gas	Swap	U.S	Jul 2013 - Dec 2014	10 MMcfd	3.91
Gas	Swap	U.S	Jul 2013 - Dec 2014	10 MMcfd	3.89
Gas	Swap	U.S.	Jul 2013 - Dec 2015	5 MMcfd	6.23
Gas	Swap	U.S.	Jul 2013 - Dec 2015	5 MMcfd	6.20
Gas	Swap	U.S.	Jul 2013 - Dec 2015	20 MMcfd	6.00
Gas	Swap	U.S.	Jul 2013 - Dec 2015	10 MMcfd	6.00
Gas	Swap	U.S.	Jul 2013 - Dec 2015	5 MMcfd	5.68
Gas	Swap	U.S.	Jul 2013 - Dec 2015	7.5 MMcfd	5.48
Gas	Swap	U.S.	Jul 2013 - Dec 2015	7.5 MMcfd	5.50
Gas	Swap	U.S.	Jul 2013 - Dec 2015	5 MMcfd	4.15
Gas	Swap	U.S.	Jul 2013 - Dec 2015	5 MMcfd	4.13
Gas	Swap	U.S.	Jan 2014 - Dec 2015	5 MMcfd	4.26
Gas	Swap	U.S.	Jan 2014 - Dec 2015	5 MMcfd	4.25
Gas	Swap	U.S.	Jul 2013 - Dec 2021	10 MMcfd	4.54
Gas	Swap	U.S.	Jul 2013 - Dec 2021	5 MMcfd	4.38
Gas	Swap	U.S.	Jul 2013 - Dec 2021	10 MMcfd	4.37
Gas	Swap	U.S.	Jul 2013 - Dec 2021	5 MMcfd	4.35

These open derivative positions had a net fair value of $153.5 million as of June 30, 2013.

The fair value of all derivative instruments included in these disclosures was estimated using prices quoted in markets for the periods covered by the derivatives and the value confirmed by counterparties and does not include an adjustment for counterparty credit risk. Estimates were determined by applying the net differential between the prices in each derivative and market prices for future periods to the amounts stipulated in each contract to arrive at an estimated future value. This estimated future value was discounted on each contract at rates commensurate with federal treasury instruments with similar contractual lives.

Interest Rate Risk

Changes in interest rates affect the interest rate we pay on borrowings under the Combined Credit Agreements, Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019. Our senior unsecured notes and senior subordinated notes have fixed interest rates and thus do not expose us to risk from fluctuations in market interest rates. Changes in interest rates do affect the fair value of our fixed rate debt.

In 2010, we executed early settlements of our interest rate swaps that were designated as fair value hedges of our senior notes due 2015 and our senior subordinated notes. We deferred gains of $30.8 million as a fair value adjustment to our debt, which we began to recognize over the life of the associated debt instruments. During the 2013 quarter and the 2012 quarter, we recognized $11.0 million and $2.5 million, respectively, of those deferred gains as a reduction of interest expense. In June 2013, we repurchased substantially all our senior notes due 2015 resulting in early recognition of the associated deferred gain.

Should we be required to borrow under our Combined Credit Agreements and based on interest rates as of June 30, 2013, each $50 million in borrowings would result in additional annual interest payments of $1.9 million. If the current borrowing availability under our Combined Credit Agreements were to be fully utilized by year-end 2013 at interest rates as of June 30, 2013, we estimate that annual interest payments would increase by $4.1 million. If interest rates change by 1% on our June 30, 2013 variable debt balances of $190.2 million, our annual pre-tax income would decrease or increase by $1.9 million.

48

Our Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 feature a LIBOR floor. Consequently, a 1% increase in the interest rates on our outstanding variable rate debt as of June 30, 2012, would have an impact of increasing our applicable interest rate on this debt by only 0.02% or an estimated annual interest payment increase of $0.2 million.

In the future, we may enter into interest rate derivative contracts on a portion of our outstanding debt to mitigate the risk of fluctuation of rates or manage the floating versus fixed rate risk.

Foreign Currency Risk

Our Canadian subsidiary uses the Canadian dollar as its functional currency. To the extent that business transactions in Canada are not denominated in Canadian dollars, we are exposed to foreign currency exchange rate risk. Non-functional currency transactions for the 2013 period and the 2012 period resulted in a loss of $2.5 million and a gain of less than $0.1 million, respectively, and were included in other income. Furthermore, the Amended and Restated Canadian Credit Facility permits Canadian borrowings to be made in either U.S. or Canadian-denominated amounts. However, the aggregate borrowing capacity of the entire facility is calculated using the U.S. dollar equivalent. Accordingly, there is a risk that exchange rate movements could impact our available borrowing capacity.

ITEM 4.  Controls and Procedures

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2013, our disclosure controls and procedures were not effective, due to the outstanding remediation of the income tax material weakness identified at December 31, 2012, to provide reasonable assurance that material information required to be disclosed by us (including our consolidated subsidiaries) in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

As disclosed in our 2012 Annual Report on Form 10-K, two material weaknesses were identified related to the design and operating effectiveness of our controls. Our controls failed to detect that, for contracts designated as hedges that had a fair value on the date of designation, there were undocumented potential sources of ineffectiveness. Specifically, our documentation in 2012 did not include an assessment of whether interest rate changes could cause the instruments to not be effective over the life of the derivative, which was required due to the presence of fair value on the designation date. Effective December 31, 2012, we no longer account for our derivatives as hedges and have clarified our policies regarding application of hedge accounting if we apply this election in the future and have therefore remediated this material weakness.

We also had a material weakness related to the operating effectiveness of controls over the reconciliation of deferred income taxes, particularly related to the tax basis in property, plant and equipment. In response to this material weakness, management is working to complete a detailed reconciliation of the property, plant and equipment account balances. While this process is not yet complete, we have concluded that the financial statements in this Quarterly Report on Form 10-Q present fairly, in all material respects, our consolidated financial condition, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S.

There has been no other change in our internal control over financial reporting during the quarter ended June 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

49

PART II. OTHER INFORMATION

ITEM 1.   Legal Proceedings

In December 2012, Vantage Fort Worth Energy LLC (“Plaintiff”) served a lawsuit against us and others in the 352nd Judicial District Court of Texas in Tarrant County asserting claims for trespass to try title, suit to quiet title, trespass and conversion in connection with 16 wells located on a 158.75 acre tract located in Tarrant County, Texas. They seek declaratory and injunctive relief, an accounting and an unspecified amount of actual damages, interest and court costs. We filed our answer in January 2013. In January 2013, Vantage filed its Motion for Non-suit with respect to certain defendants and First Amended Petition. Vantage's current complaint also seeks an unspecified amount of actual damages, interests and costs.

On May 8, 2013, all parties to the suit entered into a settlement agreement, effective April 1, 2013, whereby we assigned to Plaintiff various property and equipment and Plaintiff agreed to non-suit all of the Defendants in the matter. The court entered its Order of Dismissal with prejudice on May 13, 2013. The final resolution of this matter did not have a material effect on our financial condition, results of operations, or cash flows.

There have been no other material changes in the legal proceedings described in Part I, Item 3 included in our 2012 Annual Report on Form 10-K.

ITEM 1A.   Risk Factors

There have been no material changes in the risk factors described in Part I, Item 1A included in our 2012 Annual Report on Form 10-K.

ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table summarizes our repurchases of Quicksilver common stock during the quarter ended June 30, 2013.

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Number of Shares that May Yet Be Purchased Under the Plan (2)
April 2013	42,475	$	2.65	—	—
May 2013	—	$	—	—	—
June 2013	2,268	$	2.22	—	—
Total	44,743	$	2.63	—	—

⁽¹⁾  Represents shares of common stock surrendered by employees to satisfy income tax withholding obligations arising upon the vesting of restricted stock issued under our stock plan.

⁽²⁾  We do not have a publicly announced plan for repurchasing our common stock.

We have not paid cash dividends on our common stock and intend to retain our cash flows from operations for future operations and development of our business. In addition, we have debt agreements that restrict the payment of dividends.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

None.

ITEM 5. Other Information

None.

50

ITEM 6. Exhibits

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
3.1	Amended and Restated Bylaws of Quicksilver Resources Inc., effective on May 15, 2013	8-K	001-14837	3.1	5/16/2013
4.1	Twenty-first Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K	001-14837	4.1	6/12/2013
4.2	Twenty-second Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K	001-14837	4.2	6/12/2013
4.3	Twenty-third Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K	001-14837	4.3	6/12/2013
4.4	Twenty-fourth Supplemental Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K/A	001-14837	4.4	7/1/2013
4.5	Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K/A	001-14837	4.1	7/1/2013
4.6	Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and second lien collateral agent	8-K/A	001-14837	4.2	7/1/2013
4.7	Registration Rights Agreement, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the initial purchasers	8-K/A	001-14837	4.3	7/1/2013
10.1	Quicksilver Resources Inc. Seventh Amended and Restated 2006 Equity Plan					†
10.2	Agreement, dated as of May 15, 2013, between Quicksilver Resources Inc. and Thomas F. Darden					†
10.3	Omnibus Amendment No. 4 to Combined Credit Agreements, dated as of April 30, 2013, among Quicksilver Resources Inc., Quicksilver Reources Canada Inc. and the agents and lenders identified therein					†
10.4	Omnibus Amendment No. 5 to the Combined Credit Agreements, dated as of June 21, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	8-K/A	001-14387	10.2	7/1/2013
10.5	Second Lien Credit Agreement, dated as of June 21, 2013, among Quicksilver Resources Inc., the lenders party thereto and Credit Suisse AG, as administrative agent	8-K/A	001-14837	10.1	7/1/2013
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†

51

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	†
101.INS	XBRL Instance Document	‡
101.SCH	XBRL Taxonomy Extension Schema Linkbase Document	‡
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	‡
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	‡
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	‡
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	‡

52

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:	August 8, 2013	Quicksilver Resources Inc.
		By:	/s/ John C. Regan
			John C. Regan
			Senior Vice President-Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer)

53

EXHIBIT INDEX

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
3.1	Amended and Restated Bylaws of Quicksilver Resources Inc., effective on May 15, 2013	8-K	001-14837	3.1	5/16/2013
4.1	Twenty-first Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K	001-14837	4.1	6/12/2013
4.2	Twenty-second Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K	001-14837	4.2	6/12/2013
4.3	Twenty-third Supplemental Indenture, dated as of June 12, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K	001-14837	4.3	6/12/2013
4.4	Twenty-fourth Supplemental Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K/A	001-14837	4.4	7/1/2013
4.5	Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	8-K/A	001-14837	4.1	7/1/2013
4.6	Indenture, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and second lien collateral agent	8-K/A	001-14837	4.2	7/1/2013
4.7	Registration Rights Agreement, dated as of June 21, 2013, among Quicksilver Resources Inc., the subsidiary guarantors named therein and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the initial purchasers	8-K/A	001-14837	4.3	7/1/2013
10.1	Quicksilver Resources Inc. Seventh Amended and Restated 2006 Equity Plan					†
10.2	Agreement, dated as of May 15, 2013, between Quicksilver Resources Inc. and Thomas F. Darden					†
10.3	Omnibus Amendment No. 4 to Combined Credit Agreements, dated as of April 30, 2013, among Quicksilver Resources Inc., Quicksilver Reources Canada Inc. and the agents and lenders identified therein					†
10.4	Omnibus Amendment No. 5 to the Combined Credit Agreements, dated as of June 21, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	8-K/A	001-14387	10.2	7/1/2013
10.5	Second Lien Credit Agreement, dated as of June 21, 2013, among Quicksilver Resources Inc., the lenders party thereto and Credit Suisse AG, as administrative agent	8-K/A	001-14837	10.1	7/1/2013
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†

54

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	†
101.INS	XBRL Instance Document	‡
101.SCH	XBRL Taxonomy Extension Schema Linkbase Document	‡
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	‡
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	‡
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	‡
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	‡

55

EX-10.1

Exhibit 10.1

QUICKSILVER RESOURCES INC.SEVENTH AMENDED AND RESTATED
2006 EQUITY PLAN

1

Table of Contents

		Page
Section 1.	Purpose	1
Section 2.	Term	1
Section 3.	Definitions	1
Section 4.	Shares Available Under Plan	6
Section 5.	Limitations on Awards	6
Section 6.	Stock Options	7
Section 7.	Appreciation Rights	8
Section 8.	Restricted Shares	10
Section 9.	Restricted Stock Units	11
Section 10.	Performance Shares and Performance Units	12
Section 11.	Senior Executive Plan Bonuses	13
Section 12.	Awards to Eligible Directors	14
Section 13.	Transferability	18
Section 14.	Adjustments	19
Section 15.	Fractional Shares	19
Section 16.	Withholding Taxes	20
Section 17.	Administration of the Plan	20
Section 18.	Amendments and Other Matters	21
Section 19.	Governing Law	22

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The Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”) was established by Quicksilver Resources Inc., a Delaware corporation (the “Company”), effective as of May 23, 2006, and approved by stockholders of the Company on May 23, 2006. The Company amended and restated the Plan effective as of May 23, 2007, November 24, 2008, May 20, 2009, November 16, 2011, April 13, 2012, and December 10, 2012, and again amends and restates the Plan effective as of May 15, 2013.

Section 1.Purpose. The purpose of the Plan is to attract and retain the best available talent and encourage the highest level of performance by directors, executive officers and selected employees and consultants, and to provide them incentives to put forth maximum efforts for the success of the Company’s business, in order to serve the best interests of the Company and its stockholders.

Section 2.Term. The Plan will expire on May 23, 2016. No further Awards will be made under the Plan on or after such date. Awards that are outstanding on the date the Plan terminates will remain in effect according to their terms and the provisions of the Plan.

Section 3.Definitions. The following terms, when used in the Plan with initial capital letters, will have the following meanings:

(a)“Appreciation Right” means a right granted pursuant to Section 7.

(b)“Award” means the award of a Senior Executive Plan Bonus; the grant of Appreciation Rights, Stock Options, Performance Shares, Performance Units or Restricted Stock Units; or the grant or sale of Restricted Shares. An Award may be an obligation of the Company or any Subsidiary.

(c)“Board” means the Board of Directors of the Company.

(d)“Change in Control” means the occurrence of any of the following events:

(i)any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that the following acquisitions will not constitute a Change in Control: (A) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors; (B) any acquisition of Voting Stock of the Company by the Company or any subsidiary of the Company; (C) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company; and (D) any acquisition of Voting Stock of the Company by Mercury Exploration Company, Quicksilver Energy, L.P., The Discovery Fund, Pennsylvania Avenue Limited Partnership, Pennsylvania Management Company,

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the estate of Frank Darden, Lucy Darden, Anne Darden Self, Glenn Darden or Thomas Darden, or their respective successors, assigns, designees, heirs, beneficiaries, trusts, estates or controlled affiliates;

(ii)a majority of the Board ceases to be comprised of Incumbent Directors; or

(iii)the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the consolidated assets of the Company (each, a “Business Combination Transaction”) immediately after which (A) the Voting Stock of the Company outstanding immediately prior to such Business Combination Transaction does not continue to represent (either by remaining outstanding or by being converted into Voting Stock of the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of, such Business Combination Transaction or any parent of such entity), at least 50% of the combined voting power of the then-outstanding shares of Voting Stock of the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of, such Business Combination Transaction or any parent of any such entity (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries).

(e)“Code” means the Internal Revenue Code of 1986, as amended.

(f)“Committee”means the Compensation Committee of the Board and, to the extent that the administration of the Plan has been assumed by the Board pursuant to Section 17 or with respect to the administration of Section 12, the Board.

(g)“Common Stock” means the common stock, par value $.01 per share, of the Company or any security into which such Common Stock may be changed by reason of any transaction or event of the type described in Section 14.

(h)“Covered Employee” means a Participant who is, or is determined by the Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision) and who is identified in writing by the Committee as a Covered Employee within the period specified in Section 11(a) for the fiscal year.

(i)“Date of Grant” means the date specified by the Committee on which an Award will become effective.

(j)“Deferral Period” means the period of time during which Restricted Stock Units are subject to deferral limitations under Section 9.

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(k)“Eligible Director” means a member of the Board who is not an employee of the Company or any Subsidiary.

(l)“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee which sets forth the terms and conditions of an Award. An Evidence of Award may be in any electronic medium, may be limited to a notation on the books and records of the Company and need not be signed by a representative of the Company or a Participant.

(m)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n)“Grant Price” means the price per share of Common Stock at which an Appreciation Right is granted.

(o)“Incumbent Directors” means the individuals who, as of the date first set forth above, are Directors of the Company and any individual becoming a Director subsequent to the date thereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of a majority of the then-Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination).

(p)“Management Objectives” means the measurable performance objectives, if any, established by the Committee for a Performance Period that are to be achieved with respect to an Award. Management Objectives may be described in terms of company-wide objectives (i.e., the performance of the Company and all of its Subsidiaries) or in terms of objectives that are related to the performance of the individual Participant or of the division, Subsidiary, department, region or function within the Company or a Subsidiary in which the Participant receiving the Award is employed or on which the Participant’s efforts have the most influence. The achievement of the Management Objectives established by the Committee for any Performance Period will be determined without regard to the effect on such Management Objectives of any acquisition or disposition by the Company of a trade or business, or of substantially all of the assets of a trade or business, during the Performance Period and without regard to any change in accounting standards by the Financial Accounting Standards Board or any successor entity.

The Management Objectives applicable to any Award that is intended to be qualified “performance-based compensation” within the meaning of Section 162(m) of the Code will be limited to specified levels of, growth in, or performance in, one or more of the following performance measures (excluding the effect of extraordinary or nonrecurring items unless the Committee specifically includes any such extraordinary or nonrecurring item at the time such Award is granted):

(i)profitability measures;

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(ii)cash flow measures;

(iii)proven reserves;

(iv)production growth rate;

(v)revenue measures;

(vi)business unit performance;

(vii)leverage measures;

(viii)stockholder return;

(ix)expense management;

(x)asset and liability measures;

(xi)individual performance;

(xii)supply chain efficiency;

(xiii)productivity measures;

(xiv)return measures; or

(xv)product development and/or performance.

Subject to Section 162(m) of the Code to the extent an Award is intended to be qualified “performance-based compensation”, if the Committee determines that, as a result of a change in the business, operations, corporate structure or capital structure of the Company (other than an acquisition or disposition described in the first paragraph of this Section 3(p)), or the manner in which the Company conducts its business, or any other events or circumstances, the Management Objectives are no longer suitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in whole or in part, with respect to a Performance Period as the Committee deems appropriate and equitable.

(q)“Market Value per Share” means, at any date, the closing sale price of the Common Stock on that date (or, if there are no sales on that date, the last preceding date on which there was a sale) on the principal national securities exchange or in the principal market on or in which the Common Stock is traded.

(r)“Option Price” means the purchase price per share payable on exercise of a Stock Option.

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(s)“Participant” means a (i) person who is selected by the Committee to receive an Award under the Plan and who at that time is an executive officer or other employee of or a consultant to the Company or any Subsidiary or (ii) an Eligible Director.

(t)“Performance Period” means, with respect to an Award, a period of time within which the Management Objectives relating to such Award are to be measured. The Performance Period for a Senior Executive Plan Bonus will be the fiscal year of the Company, and, unless otherwise expressly provided in the Plan, the Performance Period for all other Awards will be established by the Committee at the time of the Award.

(u)“Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 10.

(v)“Performance Unit” means a unit equivalent to $1.00 (or such other value as the Committee determines) granted pursuant to Section 10.

(w)“Restricted Stock Units” means an Award pursuant to Section 9 of the right to receive shares of Common Stock, cash or other consideration at the end of a specified Deferral Period.

(x)“Restricted Shares” means shares of Common Stock granted or sold pursuant to Section 8 or Section 12 as to which neither the ownership restrictions nor the restrictions on transfer have expired.

(y)“Rule 16b-3” means Rule 16b-3 under Section 16 of the Exchange Act, as amended (or any successor rule to the same effect).

(z)“Senior Executive Plan Bonus” means an Award of annual incentive compensation made pursuant to and subject to the conditions set forth in Section 11.

(aa)“Spread” means the excess of the Market Value per Share on the date an Appreciation Right is exercised over (i) the Option Price provided for in the Stock Option granted in tandem with the Appreciation Right or (ii) if there is no tandem Stock Option, the Grant Price provided for in the Appreciation Right, in either case multiplied by the number of shares of Common Stock in respect of which the Appreciation Right is exercised.

(bb)“Stock Option” means the right to purchase shares of Common Stock upon exercise of an option granted pursuant to Section 6 or Section 12.

(cc)“Subsidiary”means (i) any corporation of which at least 50% of the combined voting power of the then-outstanding shares of Voting Stock is owned directly or indirectly by the Company, (ii) any partnership of which at least 50% of the profits interest or capital interest is owned directly or indirectly by the Company and (iii) any other entity of which at least 50% of the total equity interest is owned directly or indirectly by the Company.

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(dd)“Voting Stock”means the securities entitled to vote generally in the election of directors or persons who serve similar functions.

Section 4.Shares Available Under Plan. The number of shares of Common Stock that may be (a) subject to an Award of Appreciation Rights or Stock Options or (b) issued or transferred as Restricted Shares and released from all restrictions or in payment of Performance Shares, Performance Units, Restricted Stock Units or Senior Executive Plan Bonuses, in each case available for grant after May 15, 2013, will not exceed the number of Shares of Common Stock available for grant pursuant to prior approval of the Plan as of such date plus 12 million. Such shares may be shares of original issuance, treasury shares, shares acquired by the Company or any of its Subsidiaries in the open market or otherwise or a combination of the foregoing. The number of shares of Common Stock available under this Section 4 will be subject to adjustment as provided in Section 14 and will be further adjusted to include shares that relate to Awards that (i) expire or are forfeited, (ii) are withheld by, or tendered to, the Company or a Subsidiary in payment of the Option Price with respect to a Stock Option or in satisfaction of the taxes required to be withheld in connection with any Award granted under the Plan or (iii) are subject to an Appreciation Right that are not transferred to a Participant upon exercise of the Appreciation Right.

Section 5.Limitations on Awards. Awards under the Plan will be subject to the following limitations:

(a)No more than 15 million shares of Common Stock, subject to adjustment as provided in Section 4, may be subject to an Award of Stock Options that are intended to qualify as incentive stock options under Section 422 of the Code.

(b)The maximum number of shares of Common Stock that may be subject to Awards of Stock Options or Appreciation Rights granted to a Participant during any calendar year will not exceed 1,500,000 shares. The limitations set forth in this Section 5(b) will apply without regard to whether an Award of a Stock Option or Appreciation Right is settled in cash or in shares of Common Stock.

(c)Except for Awards of Stock Options or Appreciation Rights the shares of Common Stock underlying which are counted against the individual limit set forth in Section 5(b), the maximum number of shares of Common Stock that may be subject to Awards that are intended to be qualified “performance-based compensation” within the meaning of Section 162(m) of the Code granted to a Participant during any calendar year will not exceed 1,500,000 shares. The limitations set forth in this Section 5(c) will apply without regard to whether any such Award is settled in cash or in shares of Common Stock.

(d)The maximum aggregate cash value of payments to any Participant for any Performance Period pursuant to an award that is not denominated in shares and is intended to be qualified “performance-based compensation” (as such term is defined under Section 162(m) of the Code) will not exceed $5 million.

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(e)Awards granted to an Eligible Director will be granted in accordance with and pursuant to Section 12.

Section 6.Stock Options. The Committee may from time to time authorize grants of options to any Participant to purchase shares of Common Stock upon such terms and conditions as it may determine in accordance with this Section 6. Each Participant who is an employee of the Company or any Subsidiary will be eligible to receive a grant of Stock Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code. Each grant of Stock Options may utilize any or all of the authorizations, and will be subject to all of the requirements, that are contained in the following provisions:

(a)Each grant will specify the number of shares of Common Stock to which it relates.

(b)Each grant will specify the Option Price, which will not be less than 100% of the Market Value per Share on the Date of Grant.

(c)Each grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or a Subsidiary, as the case may be, or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company or a Subsidiary of shares of Common Stock owned by the Participant and having an aggregate Market Value per Share at the date of exercise equal to the aggregate Option Price, (iii) with the consent of the Committee, by authorizing the Company or a Subsidiary to withhold a number of shares of Common Stock otherwise issuable or deliverable to the Participant having an aggregate Market Value per Share on the date of exercise equal to the aggregate Option Price, (iv) by a combination of such methods of payment or (v) by any other method of payment approved by the Committee; provided, however, that the payment methods described in clauses (ii) and (iii) will not be available at any time that the Company or, if applicable, the Subsidiary is prohibited from purchasing or acquiring such shares of Common Stock.

(d)To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker of some or all of the shares to which such exercise relates.

(e)Successive grants may be made to the same Participant whether or not any Stock Options or other Awards previously granted to such Participant remain unexercised or outstanding.

(f)Each grant will specify the required period or periods of continuous service by the Participant with the Company or any Subsidiary that are necessary before the Stock Options or installments thereof will become exercisable.

(g)Any grant may specify the Management Objectives that must be achieved as a condition to the exercise of the Stock Options.

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(h)Any grant may provide for the earlier exercise of the Stock Options in the event of a Change in Control or other similar transaction or event.

(i)Stock Options may be (i) options which are intended to qualify under particular provisions of the Code, (ii) options which are not intended to so qualify or (iii) combinations of the foregoing.

(j)On or after the Date of Grant, the Committee may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Stock on a current, deferred or contingent basis.

(k)No Stock Option will be exercisable more than ten years from the Date of Grant, unless the Evidence of Award provides for an extended exercise period in the event of death, disability or retirement.

(l)The Committee will have the right to substitute Appreciation Rights for outstanding Options granted to one or more Participants, provided the terms and the economic benefit of the substituted Appreciation Rights are at least equivalent to the terms and economic benefit of such Options, as determined by the Committee in its discretion.

(m)Any grant may provide for the effect on the Stock Options or any shares of Common Stock issued, or other payment made, with respect to the Stock Options of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary.

(n)Each grant will be evidenced by an Evidence of Award, which may contain such terms and provisions, consistent with the Plan, as the Committee may approve, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

Section 7.Appreciation Rights. The Committee may also from time to time authorize grants to any Participant of Appreciation Rights upon such terms and conditions as it may determine in accordance with this Section 7. Appreciation Rights may be granted in tandem with Stock Options or separate and apart from a grant of Stock Options. An Appreciation Right will be a right of the Participant to receive from the Company or a Subsidiary upon exercise an amount which will be determined by the Committee at the Date of Grant and will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise. An Appreciation Right granted in tandem with a Stock Option may be exercised only by surrender of the related Stock Option. Each grant of an Appreciation Right may utilize any or all of the authorizations, and will be subject to all of the requirements, that are contained in the following provisions:

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(a)Each grant will state whether it is made in tandem with Stock Options and, if not made in tandem with any Stock Options, will specify the number of shares of Common Stock in respect of which it is made.

(b)Each grant made in tandem with Stock Options will specify the Option Price and each grant not made in tandem with Stock Options will specify the Grant Price, which in either case will not be less than 100% of the Market Value per Share on the Date of Grant.

(c)Any grant may provide that the amount payable on exercise of an Appreciation Right may be paid (i) in cash or other consideration, (ii) in shares of Common Stock having an aggregate Market Value per Share equal to the Spread (or the designated percentage of the Spread) or (iii) in a combination thereof, as determined by the Committee in its discretion.

(d)Any grant may specify that the amount payable to the Participant on exercise of an Appreciation Right may not exceed a maximum amount specified by the Committee at the Date of Grant.

(e)Successive grants may be made to the same Participant whether or not any Appreciation Rights or other Awards previously granted to such Participant remain unexercised or outstanding.

(f)Each grant will specify the required period or periods of continuous service by the Participant with the Company or any Subsidiary that are necessary before the Appreciation Rights or installments thereof will become exercisable, and will provide that no Appreciation Rights may be exercised except at a time when the Spread is positive and, with respect to any grant made in tandem with Stock Options, when the related Stock Options are also exercisable.

(g)Any grant may specify the Management Objectives that must be achieved as a condition to the exercise of the Appreciation Rights.

(h)Any grant may provide for the earlier exercise of the Appreciation Rights in the event of a Change in Control or other similar transaction or event.

(i)On or after the Date of Grant, the Committee may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Stock on a current, deferred or contingent basis.

(j)No Appreciation Right will be exercisable more than ten years from the Date of Grant.

(k)Any grant may provide for the effect on the Appreciation Rights or any shares of Common Stock issued, or other payment made, with respect to the Appreciation

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Rights of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary.

(l)Each grant will be evidenced by an Evidence of Award, which may contain such terms and provisions, consistent with the Plan, as the Committee may approve, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

Section 8.Restricted Shares. The Committee may also from time to time authorize grants or sales to any Participant of Restricted Shares upon such terms and conditions as it may determine in accordance with this Section 8. Each grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting and other ownership rights, but subject to the restrictions set forth in this Section 8. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, that are contained in the following provisions:

(a)Each grant or sale may be made without additional consideration or in consideration of a payment by the Participant that is less than the Market Value per Share at the Date of Grant, except as may otherwise be required by the Delaware General Corporation Law or other applicable law.

(b)Each grant or sale may limit the Participant’s dividend rights during the period in which the shares of Restricted Shares are subject to any such restrictions.

(c)Each grant or sale will provide that the Restricted Shares will be subject, for a period to be determined by the Committee at the Date of Grant, to one or more restrictions, including without limitation a restriction that constitutes a “substantial risk of forfeiture” within the meaning of Section 83 of the Code and the regulations of the Internal Revenue Service under such section.

(d)Any grant or sale may specify the Management Objectives that, if achieved, will result in the termination or early termination of the restrictions applicable to the shares, provided that the Performance Period associated with such Management Objectives will be a period of no less than 12 calendar months.

(e)Any grant or sale may provide for the early termination of any such restrictions in the event of a Change in Control or other similar transaction or event or the Participant’s termination of employment or service by reason of death, disability, retirement or otherwise.

(f)Each grant or sale will provide that, during the period for which such restriction or restrictions are to continue, the transferability of the Restricted Shares will be prohibited or restricted in a manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include without limitation rights of repurchase

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or first refusal in favor of the Company or provisions subjecting the Restricted Shares to continuing restrictions in the hands of any transferee).

(g)Any grant or sale may provide for the effect on the Restricted Shares or any shares of Common Stock issued free of restrictions, or other payment made, with respect to the Restricted Shares of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary.

(h)Each grant or sale will be evidenced by an Evidence of Award, which may contain such terms and provisions, consistent with the Plan, as the Committee may approve, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

Section 9.Restricted Stock Units. The Committee may also from time to time authorize grants or sales to any Participant of Restricted Stock Units upon such terms and conditions as it may determine in accordance with this Section 9. Each grant or sale will constitute the agreement by the Company or a Subsidiary to deliver shares of Common Stock, cash or other consideration to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, that are contained in the following provisions:

(a)Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value per Share on the Date of Grant, except as may otherwise be required by the Delaware General Corporation Law or other applicable law.

(b)Each grant or sale will provide that the Restricted Stock Units will be subject to a Deferral Period, which will be fixed by the Committee on the Date of Grant.

(c)Any grant or sale may specify the Management Objectives that, if achieved, will result in the termination or early termination of the Deferral Period, provided that the Performance Period associated with such Management Objectives will be a period of no less than 12 calendar months.

(d)Any grant or sale may provide for the earlier termination of the Deferral Period in the event of a Change in Control or other similar transaction or event or the Participant’s termination of employment or service by reason of death, disability, retirement or otherwise.

(e)During the Deferral Period, the Participant will not have any right to transfer any rights under the Restricted Stock Units, and will not have any rights of ownership in or any right to vote any shares of Common Stock that may be issued in

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settlement of Restricted Stock Units, but the Committee may on or after the Date of Grant authorize the payment of dividend equivalents on such shares in cash or Common Stock on a current, deferred or contingent basis.

(f)Any grant or sale may provide for the effect on the Restricted Stock Units or any shares of Common Stock issued free of restrictions, or other payment made, with respect to the Restricted Stock Units of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary.

(g)Each grant or sale will be evidenced by an Evidence of Award, which will contain such terms and provisions as the Committee may determine consistent with the Plan, including without limitation provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

Section 10.Performance Shares and Performance Units. The Committee may also from time to time authorize grants to any Participant of Performance Shares and Performance Units, which will become payable upon achievement of specified Management Objectives, upon such terms and conditions as it may determine in accordance with this Section 10 and, to the extent that such Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, Section 162(m) of the Code (including making such determinations at the times required by Section 162(m) of the Code). Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, that are contained in the following provisions:

(a)Each grant will specify the number of Performance Shares or Performance Units to which it relates.

(b)The Performance Period with respect to each Performance Share and Performance Unit will be determined by the Committee at the time of grant.

(c)Each grant will specify the Management Objectives that, if achieved, will result in the payment of the Performance Shares or Performance Units.

(d)Each grant will specify the time and manner of payment of Performance Shares or Performance Units which have become payable, which payment may be made in (i) cash, (ii) shares of Common Stock having an aggregate Market Value per Share equal to the aggregate value of the Performance Shares or Performance Units which have become payable or (iii) any combination thereof, as determined by the Committee in its discretion at the time of payment.

(e)Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the Date of Grant. Any grant of Performance Units may specify that the amount payable, or the

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number of shares of Common Stock issued, with respect to the Performance Units may not exceed maximums specified by the Committee on the Date of Grant.

(f)On or after the Date of Grant, the Committee may provide for the payment to the Participant of dividend equivalents on Performance Shares in cash or Common Stock on a current, deferred or contingent basis.

(g)Any grant may provide for the effect on the Performance Shares or Performance Units or any shares of Common Stock issued, or other payment made, with respect to the Performance Shares or Performance Units of any conduct of the Participant determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary.

(h)Each grant will be evidenced by an Evidence of Award, which will contain such terms and provisions as the Committee may determine consistent with the Plan, including without limitation provisions relating to the payment of the Performance Shares or Performance Units in the event of a Change in Control or other similar transaction or event and provisions relating to the Participant’s termination of employment or other termination of service by reason of retirement, death, disability or otherwise.

Section 11.Senior Executive Plan Bonuses. The Committee may from time to time authorize the payment of annual incentive compensation to a Participant who is a Covered Employee, which incentive compensation may become payable upon achievement of specified Management Objectives. Subject to Section 5(c), Senior Executive Plan Bonuses will be payable upon such terms and conditions as the Committee may determine in accordance with the following provisions and Section 162(m) of the Code:

(a)No later than 90 days after the first day of the Company’s fiscal year, the Committee will specify the Management Objectives that, if achieved, will result in the payment of a Senior Executive Plan Bonus for such year.

(b)Following the close of the Company’s fiscal year, the Committee will certify in writing whether the specified Management Objectives have been achieved. Approved minutes of a meeting of the Committee at which such certification is made will be treated as written certification for this purpose. The Committee will also specify the time and manner of payment of a Senior Executive Plan Bonus which becomes payable, which payment may be made in (i) cash or other consideration, (ii) shares of Common Stock having an aggregate Market Value per Share equal to the aggregate value of the Senior Executive Plan Bonus which has become payable or (iii) any combination thereof, as determined by the Committee in its discretion at the time of payment.

(c)If a Change in Control occurs during a Performance Period, the Senior Executive Plan Bonus payable to each Participant for the Performance Period will be determined at the highest level of achievement of the Management Objectives, without regard to actual performance and without proration for less than a full Performance

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Period. The Senior Executive Plan Bonus will be paid at such time following the Change in Control as the Committee determines in its discretion, but in no event later than 30 days after the date of an event which results in a Change in Control.

(d)Each grant may be evidenced by an Evidence of Award, which will contain such terms and provisions as the Committee may determine consistent with the Plan, including without limitation provisions relating to the Participant’s termination of employment by reason of retirement, death, disability or otherwise.

Section 12.Awards to Eligible Directors.

(a)Each individual who first becomes an Eligible Director after December 31, 2012, on a date subsequent to the first business day of a calendar year will be granted a number of Restricted Shares as of the date such individual becomes an Eligible Director equal to $99,000 (if the individual becomes an Eligible Director prior to July 1 of any year) or $49,500 (if the individual becomes an Eligible Director on or after July 1 of any year) divided by the Market Value per Share as of the date the individual first becomes an Eligible Director. For purposes of this Section 12(a), an Eligible Director who ceases to be a member of the Board and thereafter becomes an Eligible Director again will be deemed to first become an Eligible Director on the date that such individual again becomes an Eligible Director.

(b)On the first business day of each calendar year beginning during the term of the Plan and after December 31, 2012, each individual who is an Eligible Director (i) will be granted as of such first business day a number of Restricted Shares equal to $99,000 divided by the Market Value per Share as of that date and (ii) may elect to receive either an additional grant of Restricted Shares or a Stock Option to purchase shares of Common Stock in lieu of all or any portion of additional cash compensation of $106,000, provided that, in either case, the Eligible Director has elected in writing on or prior to the last day of the preceding calendar year to receive the Restricted Shares or the Stock Option described in this Section 12(b)(ii) in lieu of an equivalent amount of cash compensation from the Company. If applicable, the number of Restricted Shares to be granted under Section 12(b)(ii) will be determined by dividing the amount of cash compensation the Restricted Shares are replacing by the Market Value per Share as of such first business day of the calendar year, and the number of shares covered by a Stock Option elected under Section 12(b)(ii) will be determined by dividing the amount of cash compensation the Stock Option is replacing by the Fair Value as of such first business day of the calendar year.

(c)For purposes of this Section 12, “Fair Value” means either the Black Scholes Value (described below) or the value of a Stock Option to purchase one share of Common Stock calculated using such other valuation methodology as may at the time of grant be used by the Company to value Stock Options for financial reporting purposes, in each case calculated as of the date of grant of the Stock Option. For this purpose, “Black Scholes Value” means the value of a Stock Option to purchase one share of Common Stock calculated using the Black Scholes option value model. Unless otherwise provided

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by the Board prior to the applicable date of grant, the Black Scholes option valuation for a Stock Option to be granted on any date will be based on the following assumptions:

(i)the then-current price of a share of Common Stock is equal to the Market Value per Share of Common Stock as of the date of grant of the Stock Option;

(ii)the per share Option Price is equal to the Market Value per Share of Common Stock as of the date of grant of the Stock Option;

(iii)the time until expiration of the Stock Option is equal to the actual time until expiration of the Stock Option (determined without regard to the provisions of Section 12(e)(vii) and Section 12(e)(viii));

(iv)the risk-free interest rate is the asked yield rate, as of the business day preceding the date of grant of the Stock Option and as reported in the Wall Street Journal, for the U.S. Treasury Note or Bond having a maturity date that is closest to the date that is five years after the date of grant of the Stock Option;

(v)the volatility of the price of the Common Stock is calculated based on the closing price of a share of Common Stock on the last trading day of each month for each of the 60 months preceding the month in which the date of grant of the Stock Option occurs; and

(vi)the dividend yield on the Common Stock equals the rate determined by dividing the product of four and the most recent quarterly dividend on the Common Stock as of the date of grant of the Stock Option by the Market Value per Share of Common Stock as of the date of grant of the Stock Option.

(d)Each grant of Restricted Shares to an Eligible Director may utilize any or all of the authorizations, and will be subject to all of the requirements, that are contained in the following provisions:

(i)At the time of grant of Restricted Shares to an Eligible Director, either (A) a stock certificate evidencing the shares of Common Stock granted will be registered in the Eligible Director’s name to be held by the Company for his or her account or (B) an appropriate entry evidencing the Eligible Director’s ownership of the shares of Common Stock granted will be made in the stock ownership records or other books and records maintained by or on behalf of the Company. The Eligible Director will have the entire beneficial ownership interest in, and all rights and privileges of a stockholder as to, such Restricted Shares, including the right to vote such Restricted Shares and, unless the Board shall determine otherwise, the right to receive dividends thereon, subject to the following: (1) subject to Section 12(d)(iii), the Eligible Director will not be entitled to delivery of any stock certificate evidencing such Restricted Shares until the expiration of the restriction period described in Section 12(d)(ii); (2) none of

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the Restricted Shares may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the restriction period; and (3) all of the Restricted Shares will be forfeited and all rights of the Eligible Director to the Restricted Shares will terminate without further obligation on the part of the Company unless the Eligible Director remains as a member of the Board for the entire restriction period, except as provided by Section 12(d)(iii). Any shares of Common Stock or other securities or property received as a result of a transaction described in Section 14 will be subject to the same restrictions as such Restricted Shares.

(ii)Each grant of Restricted Shares under Section 12(a) or Section 12(b)(i) will become nonforfeitable and the restrictions described in Section 12(d)(i) will expire as to 1/3rd of the total number of shares subject thereto on each of the first three anniversaries of the date of grant of Restricted Shares; provided, in each case, that the Eligible Director who received the Restricted Shares has remained a member of the Board through each such anniversary date. Each grant of Restricted Shares under Section 12(b)(ii) will become nonforfeitable and the restrictions described in Section 12(d)(i) will expire as to the total number of shares subject thereto on the first anniversary of the date of grant of Restricted Shares; provided, in each case, that the Eligible Director who received the Restricted Shares has remained a member of the Board through such anniversary date.

(iii)Except as provided in an Evidence of Award, upon an Eligible Director’s ceasing to be a member of the Board prior to the end of a restriction period for any reason, the Eligible Director will immediately forfeit all Restricted Shares then subject to the restrictions of Section 12(d)(i), unless the Board, in its discretion, allows the Eligible Director to retain any or all of the Restricted Shares then subject to such restrictions, in which case the restriction period applicable to the retained shares will immediately expire and all restrictions applicable to the retained shares will immediately lapse.

(iv)At the end of the restriction period, or at such earlier time as provided for in Section 12(d)(iii) or as the Board, in its sole discretion, may otherwise determine, all restrictions applicable to the Restricted Shares will lapse and, if the Restricted Shares are evidenced by a stock certificate, a stock certificate evidencing a number of shares of Common Stock equal to the number of Restricted Shares, free of all restrictions, will be delivered to the Eligible Director.

(e)Each grant of Stock Options to an Eligible Director may utilize any or all of the authorizations, and will be subject to all the requirements, that are contained in the following provisions:

(i)Each grant will specify the Option Price, which will equal 100% of the Market Value per Share on the Date of Grant.

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(ii)Each Stock Option will be exercisable only to the extent that it is vested. Except as may otherwise be provided in the agreement evidencing the Stock Option or as determined by the Board, each Stock Option granted under Section 12(b)(ii) will vest as to 1/12th of the total number of shares of Common Stock subject thereto (rounded up to the nearest whole share) on the last day of the first full calendar month following the date of grant of the Stock Option, as to 1/12th of the total number of shares subject thereto (rounded up to the nearest whole share) on the last day of each of the 10 succeeding calendar months, and as to the balance of the shares of Common Stock subject thereto on the last day of the calendar month preceding the one-year anniversary of the date of grant of the Stock Option; provided, in each case, that the Eligible Director who received the Stock Option has remained a member of the Board through the respective vesting date.

(iii)No Stock Option will be exercisable more than ten years from the Date of Grant.

(iv)Each Stock Option granted to an Eligible Director will be a nonqualified stock option and will not be an “incentive stock option” within the meaning of Section 422 of the Code.

(v)Each grant will specify whether the Option Price will be payable (A) in cash or by check acceptable to the Company, (B) by the actual or constructive transfer to the Company of shares of Common Stock owned by the Eligible Director and having an aggregate Market Value per Share at the date of exercise equal to the aggregate Option Price, (C) by authorizing the Company to withhold a number of shares of Common Stock otherwise issuable to the Eligible Director having an aggregate Market Value per Share on the date of exercise equal to the aggregate Option Price, (D) by a combination of such methods of payment or (E) by any other method of payment approved by the Board; provided, however, that the payment methods described in clauses (B) and (C) will not be available at any time that the Company is prohibited from purchasing or acquiring such shares of Common Stock.

(vi)During an Eligible Director’s lifetime, the Stock Option may be exercised only by the Eligible Director. Stock Options will not be transferable, except for exercise by the Eligible Director’s legal representatives or heirs; provided, however, that an Eligible Director may, with prior approval from the Board (or its designee), transfer an exercisable Stock Option to (A) a member or members of the Eligible Director’s immediate family, (B) a trust, the beneficiaries of which consist exclusively of members of the Eligible Director’s immediate family, (C) a partnership, the partners of which consist exclusively of members of the Eligible Director’s immediate family, or (D) any similar entity created for the exclusive benefit of members of the Eligible Director’s immediate family; provided that no such transfer may be made in connection with a divorce or

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marital dissolution proceeding. The Board or its designee must approve the form of any transfer of a Stock Option to or for the benefit of any immediate family member or members before such transfer will be recognized as valid hereunder. For purposes of the preceding sentence, any remote, contingent interest of persons other than a member of the Eligible Director’s immediate family will be disregarded. For purposes of this Section 12(e)(vi), immediate family means an Eligible Director’s spouse, children and grandchildren, including step and adopted children and grandchildren, but shall not include a former spouse.

(vii)Upon an Eligible Director’s ceasing to be a member of the Board for any reason other than death, each Stock Option of such Eligible Director will be exercisable only as to those shares of Common Stock which were then subject to the exercise of such Stock Option. The Stock Option will expire: (A) unless exercised, five years after the Eligible Director’s retirement from the Board if the Eligible Director retires at or after age 55 with at least five years of service on the Board; (B) unless exercised, five years after the date the Eligible Director’s service on the Board is terminated due to the Eligible Director’s total and permanent disability; (C) upon the Eligible Director’s service on the Board being terminated for cause pursuant to Section 141(k) of the Delaware General Corporation Law (or any successor provision); or (D) unless exercised, three months after the date of such termination. In no event, however, will any Stock Option be exercisable pursuant to this Section 12(e)(vii) after the tenth anniversary of the Date of Grant or after any earlier termination in accordance with the terms of the agreement evidencing the Stock Option.

(viii)Upon the death of an Eligible Director during his or her term of service on the Board, a Stock Option will be exercisable only as to those shares of Common Stock which were subject to the exercise of the Stock Option at the time of his or her death. The Stock Option will expire, unless exercised by the Eligible Director’s legal representatives or heirs, five years after the date of death. In no event, however, will any Stock Option be exercisable pursuant to this Section 12(e)(viii) after the tenth anniversary of the Date of Grant or after any earlier termination in accordance with the terms of the agreement evidencing the Stock Option.

(ix)Except as otherwise determined by the Board, the vesting schedule applicable to a Stock Option requires continued service through each applicable vesting date as a condition to the vesting of the applicable installment of the Stock Option. Service for only a portion of a vesting period, even if substantial, will not entitle the Eligible Director to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of service as a Board member as provided in Section 12(e)(vii) or 12(e)(viii).

Section 13.Transferability. Except as provided in Section 12(e)(vi) or as otherwise authorized by the Committee, no Award may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution;

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provided, however, that a Participant who is an officer of the Company may, with the prior approval of the Committee, transfer a Stock Option that is not intended to be an “incentive stock option” (within the meaning of Section 422 of the Code) to family members of the Participant, including to trusts in which family members of the Participant own more than 50% of the beneficial interests, to foundations in which family members of the Participant or the Participant controls the management of assets and to other entities in which more than 50% of the voting interests are owned by family members of the Participant or the Participant; provided further that no such transfer may be made in connection with a divorce or marital dissolution proceeding. For purposes of this Section 13, family member shall not include a former spouse. Except as otherwise authorized by the Committee, no Stock Option or Appreciation Right granted to a Participant will be exercisable during the Participant’s lifetime by any person other than the Participant or the Participant’s guardian or legal representative or any permitted transferee.

Section 14.Adjustments.

(a)The Committee will make or provide for such adjustments in (i) the maximum number of shares of Common Stock specified in Sections 4 and 5, (ii) the number of shares of Common Stock covered by outstanding Stock Options, Appreciation Rights, Performance Shares and Restricted Stock Units granted under the Plan, (iii) the Option Price or Grant Price applicable to any Stock Options and Appreciation Rights, and (iv) the kind of shares covered by any such Awards (including shares of another issuer), as is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (x) any stock dividend, stock split, combination or exchange of shares, recapitalization or other change in the capital structure of the Company, or (y) any merger, consolidation, separation, spin-off, split-off, spin-out, split- up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (z) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all outstanding Awards such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and may require in connection with such substitution the surrender of all Awards so replaced.

(b)The Committee may accelerate the payment of, or vesting with respect to, any Award under the Plan upon the occurrence of a transaction or event described in this Section 14; provided, however, that in the case of any Award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, the Committee will not accelerate the payment of the Award unless it determines in good faith that such transaction or event satisfies the requirements of a change in control event under guidance issued by the Secretary of the Treasury under Section 409A of the Code.

Section 15.Fractional Shares. Neither the Company nor any Subsidiary will be required to deliver any fractional share of Common Stock pursuant to the Plan. The

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Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

Section 16.Withholding Taxes. To the extent that the Company or a Subsidiary is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under the Plan, and the amounts available to the Company or the Subsidiary for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person shall make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. If a Participant’s Award is to be paid in the form of shares of Common Stock and the Participant fails to make arrangements for the payment of tax, the Company or the Subsidiary may withhold shares of Common Stock having a value equal to the amount required to be withheld. In addition, if permitted by the Committee, the Participant or such other person may elect to have any withholding obligation of the Company or the Subsidiary satisfied with shares of Common Stock that would otherwise be transferred to the Participant or such other person in payment of the Participant’s Award. However, without the consent of the Committee, shares of Common Stock will not be withheld in excess of the minimum number of shares required to satisfy the withholding obligation of the Company or the Subsidiary.

Section 17.Administration of the Plan.

(a)Unless the administration of the Plan has been expressly assumed by the Board pursuant to a resolution of the Board, the Plan will be administered by the Committee, which at all times will consist of three or more Directors appointed by the Board, all of whom are intended (i) to meet all applicable independence requirements of the New York Stock Exchange or the principal national securities exchange or principal market on or in which the Common Stock is traded and (ii) to qualify as “non-employee directors” as defined in Rule 16b-3 and as “outside directors” as defined in regulations adopted under Section 162(m) of the Code, as such terms may be amended from time to time; provided, however, that the failure of a member of the Committee to so qualify will not invalidate any Award granted under the Plan. Notwithstanding the foregoing, the provisions of Section 12 will be administered by the Board. A majority of the Committee will constitute a quorum, and the action of the members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, will be the acts of the Committee.

(b)The Committee has the full authority and discretion to administer the Plan and to take any action that is necessary or advisable in connection with the administration of the Plan, including without limitation the authority and discretion to interpret and construe any provision of the Plan or of any agreement, notification or document evidencing an Award. The interpretation and construction by the Committee of any such provision and any determination by the Committee pursuant to any provision of the Plan or of any such agreement, notification or document will be final and conclusive. No

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member of the Committee will be liable for any such action or determination made in good faith.

(c)To the extent permitted by applicable law, the Committee may delegate its authority under the Plan to a subcommittee of the Committee, to one or more committees of the Board or to one or more executive officers of the Company; provided, however, that no delegation may be made of authority to take an action which is required by Rule 16b-3 to be taken by “non-employee directors” in order that the Plan and transactions thereunder meet the requirements of such Rule.

(d)It is the Company’s intention that any Award granted under the Plan that constitutes a deferral of compensation within the meaning of Section 409A of the Code and the guidance issued by the Secretary of the Treasury under Section 409A satisfy the requirements of Section 409A. In granting such an Award, the Committee will use its best efforts to exercise its authority under the Plan with respect to the terms of such Award in a manner that the Committee determines in good faith will cause the Award to comply with Section 409A and thereby avoid the imposition of penalty taxes and interest upon the Participant receiving the Award. Notwithstanding any provision of the Plan or an Evidence of Award to the contrary, (i) if the Company makes a good faith determination that a payment of an Award (A) constitutes a deferral of compensation for purposes of Section 409A of the Code, (B) is made to a Participant by reason of his or her “separation from service” (within the meaning of Section 409A of the Code) and (C) at the time such payment would otherwise be made the Participant is a “specified employee” (within the meaning of Section 409A of the Code), the payment will be delayed until the first day of the seventh month following the date of such separation from service, (ii) if a Change in Control would be the date of payment of an Award that is determined to constitute a deferral of compensation, but the Change in Control does not constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 409A of the Code), then the date of payment will be determined without regard to the occurrence of the Change in Control and (iii) the tax treatment of any payment made or benefit realized under the Plan is not warranted or guaranteed.

(e)With respect to the administration of the provisions of Section 12 or if the administration of the Plan is assumed by the Board pursuant to Section 17(a), the Board will have the same authority, power, duties, responsibilities and discretion given to the Committee under the terms of the Plan.

Section 18.Amendments and Other Matters.

(a)The Plan may be amended from time to time by the Board or, with respect to those provisions of the Plan other than Section 12, the Committee; provided, however, that the Plan may not be amended without further approval by the stockholders of the Company if such amendment would result in the Plan no longer satisfying any applicable requirements of the New York Stock Exchange (or the principal national securities

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exchange on which the Common Stock is traded), Rule 16b-3 or Section 162(m) of the Code.

(b)Neither the Committee nor the Board will authorize the amendment of any outstanding Stock Option to reduce the Option Price without the further approval of the stockholders of the Company. Furthermore, no Stock Option will be cancelled and replaced with Stock Options having a lower Option Price without further approval of the stockholders of the Company. The provisions of this Section 18(b) are intended to prohibit the repricing of “underwater” Stock Options and will not be construed to prohibit the adjustments provided for in Section 14.

(c)The Plan may be terminated at any time by action of the Board. The termination of the Plan will not adversely affect the terms of any outstanding Award.

(d)The Company will not be required to issue, and neither the Company nor a Subsidiary will be required to transfer, shares of Common Stock under the Plan prior to (i) obtaining any approval from any governmental agency which the Company, in its sole discretion, determines to be necessary or advisable, (ii) admission of such shares to listing on any stock exchange on which the Common Stock may then be listed, and (iii) completion of any registration or other qualification of such shares under any state or federal law or rulings or regulations of any governmental body which the Company, in its sole discretion, determines to be necessary or advisable.

(e)The Plan does not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

(f)If the Committee determines, with the advice of legal counsel, that any provision of the Plan would prevent the payment of any Award intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code from so qualifying, such Plan provision will be invalid and cease to have any effect without affecting the validity or effectiveness of any other provision of the Plan.

(g)No Participant will have any of the rights of a stockholder with respect to shares of Common Stock subject to an Award prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company.

Section 19.Governing Law. The Plan, all Awards and all actions taken under the Plan and the Awards will be governed in all respects in accordance with the laws of the state of Delaware, including without limitation, the Delaware statute of limitations, but without giving effect to the principles of conflicts of laws of such state.

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EX-10.2

Exhibit 10.2

AGREEMENT

THIS AGREEMENT (the “Agreement”) is made as of May 15, 2013, between QUICKSILVER RESOURCES INC. (the “Company”) and Thomas F. Darden (“Executive” and, together with the Company, the “Parties”).

RECITALS

WHEREAS, Executive has expressed his desire to retire from his officer role with the Company and its subsidiaries (collectively, the “Group Companies”) as of May 15, 2013 (the “Retirement Date”), in order to transition his role with the Group Companies;

WHEREAS, Executive has expressed his desire to retire from his employment with the Group Companies as of December 31, 2013 (the “Employment Separation Date”);

WHEREAS, the Company desires to express its appreciation to Executive for his long and dedicated service to the Group Companies and also desires to benefit from Executive’s services to the Group Companies in different capacities; and

WHEREAS, Executive and the Company desire to enter into this Agreement in order to memorialize the terms and conditions of Executive’s changing role with the Group Companies.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Executive’s Retirement as an Officer. (a) Executive shall cease to be an officer of the Company and all other Group Companies and Chairman of the Board of Directors of the Company (the “Board”) as of the close of business on the Retirement Date, and Executive hereby agrees:

(i)    to resign and relinquish, effective as of the Retirement Date, all director or officer positions (or comparable positions) with or in connection with the Group Companies, provided that Executive shall remain a non-officer employee of the Company as set forth herein and a director of the Company;

(ii)    upon the request of the Company from time to time, to resign and relinquish his position or membership on behalf of the Company with or in connection with any trade or similar organization and take any action reasonably requested by the Company to facilitate another employee of the Company succeeding to such position or membership;

(iii)    to complete any formalities by signing any required resignation letters or other similar documents that are reasonably requested by any Group Company in connection with such resignation; and

(iv)    to continue to comply with the provisions of this Agreement.

(b)    During the period beginning on the Retirement Date and ending on the Employment Separation Date, unless earlier terminated in accordance with Section 1(e) (the “Employment Period”), Executive shall be an employee of the Company that does not serve as an officer of any Group Company. As an employee, Executive’s sole duties shall be to advise on strategic transactions contemplated by the Group Companies with respect to the Horn River Basin located in the Canadian Provinces of British Columbia and Northwest Territories (the “Horn River Basin”) as directed by the Company from time to time. During the Employment Period, Executive shall report to the Chief Executive Officer of the Company and shall not have responsibility for or authority to direct capital or other spending by the Group Companies or any employee of the Group Companies nor shall any employee of the Group Companies report to Executive.

(c)    During the Employment Period, Executive shall:

(i)    receive a base salary at the annual rate of $455,000 payable in accordance with the ordinary payroll practices of the Company;

(ii)    be eligible to participate in the same health and welfare benefit plans that Executive participated in immediately prior to the Retirement Date, subject to any amendment to, or replacement of, an applicable plan that affects similarly situated participants of such plan;

(iii)    subject to Executive’s timely execution, return and non-revocation of the Release Agreement on or before January 28, 2014 (the 28th day following the Employment Separation Date), be eligible to receive (A) a cash payment equal to the product of (1) $682,500 and (2) the percentage applied, based only on Company performance, to the target annual bonus of the Company’s most senior executive officer that is paid a bonus with respect to 2013 (such percentage, the “2013 Payout Percentage” and such cash payment, the “2013 Cash Bonus”) and (B) a restricted share award granted pursuant to the Company’s Sixth Amended and Restated 2006 Equity Plan, as may be amended from time to time (the “Stock Plan”), with a grant date fair value equal to the product of (x) $455,000 and (y) the 2013 Payout Percentage, which such award will be 100% vested on the date of grant (the “2013 Stock Bonus”), with the 2013 Cash Bonus payable, and the 2013 Stock Bonus granted, on the same date as annual bonuses with respect to 2013 are paid or granted, as applicable, to the Company’s most senior executive officer that receives such a bonus with respect to 2013; provided that both such payment and grant are subject to Executive’s continued provision of services to the Company through the payment date or the grant date, as applicable, and continued compliance with the terms of this Agreement;

(iv)    receive a payment of $6,250 on the Retirement Date and a payment of $12,500 on the first business day of each full calendar month within the Employment Period to defray expenses incurred by Executive with respect to the rental of office space (which will be at a location other than the office building in which the Company’s principal

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executive offices are located) and associated parking in Fort Worth, Texas and secretarial assistance; and

(v)    be entitled to reimbursement by the Company for reasonable out-of-pocket business expenses (including travel, but not including any expenses related to the items set forth in Section 1(c)(iv)) incurred by Executive in connection with his employment in accordance with the Company’s expense reimbursement policies for employees, subject to Executive’s provision of documentation of the expenses reasonably satisfactory to the Company and, in the case of a single expense or a group of related expenses that are individually or in the aggregate in excess of $5,000, advance written notice of a request for reimbursement pre-approved by the Chief Executive Officer of the Company.

(d)    In recognition of Executive’s contributions to the sale and transfer of a 25% interest in the Company’s Barnett Shale assets to TG Barnett Resources LP (the “TG Transaction”), Executive shall be entitled to (i) a cash payment of $569,000 payable on each of the Retirement Date and August 12, 2013 and (ii) a stock option award with respect to shares of common stock of the Company (“Shares”) with a grant date fair value of $1,138,000 (the “Option Value”) granted on the earlier of (A) August 12, 2013 or (B) the date of the later of the public announcements by the Company regarding (1) a second lien debt offering and (2) an unsecured debt offering (such date, the “Option Grant Date”); provided that, if the number of Shares underlying an option award equal to the Option Value would exceed the maximum number of Shares that may be subject to a stock option award granted to Executive on the Option Grant Date under the Company’s Sixth Amended and Restated 2006 Equity Plan, as may be amended from time to time (the “Stock Plan”), then Executive shall not be entitled to the stock option award described above, but instead shall be granted two stock option awards: (x) a stock option award with a grant date fair value equal to the maximum value that can be awarded to Executive under the Stock Plan on the Option Grant Date (the “2013 Option”) and (y) a stock option award with a grant date fair value equal to the excess of the Option Value over the grant date fair value of the 2013 Option granted on January 2, 2014. Both the payment and the grant set forth in the preceding sentence are subject to Executive’s continued provision of services to the Company through the applicable stock option award grant dates and continued compliance with the terms of this Agreement. Executive expressly acknowledges that the compensation opportunity provided in this Section 1(d), whether or not actually paid or granted to Executive, is in lieu of any incentive compensation (whether in the form of cash, equity compensation or otherwise) to which Executive may have otherwise been eligible with respect to the 2012 fiscal year of the Company.

(e)    The Employment Period shall terminate immediately upon (i) Executive’s resignation as an employee, (ii) Executive’s death or Disability (as defined below) or (iii) the Company’s exercise of its right in its sole discretion to terminate the Employment Period immediately if Executive: (1) becomes an employee or partner of, or enters into any similar relationship (other than as a non-employee director) with, any person or entity other than the Company or Mercury Exploration Company, a Texas corporation;

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(2) renders any services in any capacity to a direct competitor of the Company in a manner that is either competitive with the Company or adverse to the Company; (3) makes a Restricted Acquisition (as defined below), unless Executive has first provided the Company with the full particulars of the proposed Restricted Acquisition and the opportunity to acquire an undivided 50% thereof on the same terms on which Executive has the opportunity to acquire same; (4) acquires any leasehold working interest, mineral interest or other interest in oil, gas or other minerals in the Horn River Basin; (5) engages in any conduct or behavior that is in violation of any Company standard or code of conduct policy that is applicable to Executive; (6) breaches any representation or warranty contained in this Agreement or has made any inaccurate statement in any representation or warranty contained in this Agreement; or (7) violates any other provision of this Agreement (which, if curable, is not cured with 10 days after notice thereof to Executive by the Chief Executive Officer of the Company).

(f)    For purposes of this Agreement, “Disability” means any condition that would qualify for a benefit under any group long-term disability plan maintained by the Company and applicable to Executive immediately prior to the Retirement Date. For purposes of this Agreement, “Restricted Acquisition” means (i) the acquisition by Executive of any leasehold working interest, mineral interest or other interest in oil, gas or other minerals (“Subject Interest”) within two (2) miles of any Group Company Interest (as defined below); or (ii) the acquisition by any entity controlled by Executive of any Subject Interest within two (2) miles of any Group Company Interest. For purposes of this Agreement, “Group Company Interest” means any Subject Interest owned by any of the Group Companies as of May 15, 2013.

2.    Executive’s Separation from Employment. (a) Executive’s employment with the Company shall cease effective as of the close of business on the Employment Separation Date, and Executive hereby agrees:

(i)    to resign and relinquish, effective as of the Employment Separation Date, all positions with or in connection with the Group Companies, other than as a director of the Company;

(ii)    to complete any formalities by signing any required resignation letters or other similar documents that are reasonably requested by any Group Company in connection with such separation;

(iii)    to acknowledge the settlement of all outstanding matters by executing, returning to the Company and not revoking the Release Agreement (attached hereto as Exhibit A) (the “Release Agreement”) after the Employment Separation Date and on or before January 28, 2014 (the 28th day following the Employment Separation Date); and

(iv)    to continue to comply with the provisions of this Agreement.

(b)    Subject to Executive’s timely execution, return and non-revocation of the Release Agreement and continued compliance with the terms of this Agreement, all

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restricted share and option awards held by Executive as of the date hereof that would have vested following the Retirement Date if Executive had remained employed by the Company on the vesting date applicable to such award (as set forth in the table below), shall vest on January 29, 2014:

Award	Portion to Become Vested
Restricted Share Award granted January 3, 2011	34,722 restricted shares
Restricted Share Award granted March 11, 2011	10,356 restricted shares
Restricted Share Award granted January 3, 2012	148,467 restricted shares
Restricted Share Award granted April 16, 2012	49,179 restricted shares
Option Award granted January 3, 2011	Option to purchase 56,582 shares
Option Award granted January 3, 2012	Option to purchase 247,825 shares

with the expiration date for each option award held by Executive that is vested as of the Retirement Date or that shall vest pursuant to this Section 2(b) being the earlier of (A) December 31, 2018, or (B) the original expiration date of such option pursuant to the applicable award agreement.

(c)    On the first regularly scheduled payroll date of the Company following the Employment Separation Date, the Company shall make a lump sum cash payment to Executive in respect of vacation days accrued but unused by Executive as of the Employment Separation Date and the Company’s reasonable estimate of Executive’s expected COBRA premiums during the period beginning on the Employment Separation Date and ending on June 30, 2015 (the “COBRA Period”). In the event that the Company’s reasonable estimate of Executive’s expected COBRA premiums is more or less than the actual amount of such premiums, Executive shall reimburse the Company, or the Company shall reimburse Executive, as the case may be, for the amount of the difference on a monthly basis during the COBRA Period.

(d)    As soon as practicable following the Employment Separation Date, and in accordance with the Company’s expense reimbursement policies for employees, the Company shall reimburse Executive for any reimbursable (but not yet reimbursed) out-of-pocket business expenses incurred by Executive prior to the Employment Separation Date in accordance with Section 1(c)(v).

(e)    Effective as of the close of business on the Employee Separation Date, the Company hereby assigns, transfers, conveys and quitclaims to Executive all of the Company’s right, title and interest, if any, in or to the name “Makarios” and any domain names and other source identifiers solely to the extent that they are comprised of such name.  For the avoidance of doubt, the foregoing assignment, transfer, conveyance and quitclaim is made on an “as is” basis and the Company hereby disclaims any express or implied representations or warranties of any kind with respect thereto including, without limitation, those regarding merchantability, fitness for a particular purpose or non-infringement.

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3.     Board Service. (a) Following the Retirement Date, Executive shall remain a director of the Company for the duration of his term in effect as of the Retirement Date and for future terms, subject to Executive’s nomination by the Nominating and Governance Committee of the Board (the “Committee”) and election by the shareholders of the Company and Executive’s right to resign at any time for any reason. Subject to the ordinary nomination standards of the Committee, the Committee will recommend to the Board that Executive stand for reelection as a director of the Company at the Company’s 2014 Annual Stockholders’ Meeting.

(b)    Following the Retirement Date and during Executive’s tenure as a member of the Board, Executive shall have the honorary title of Chairman Emeritus.

(c)    Commencing on January 1, 2014 and during Executive’s tenure thereafter as a director of the Company, Executive shall receive compensation as a nonemployee director in accordance with the Company’s nonemployee director compensation policies, as amended from time to time, as applied to all other nonemployee directors.

4.    Consulting Services. (a) On the terms and conditions contained in this Agreement, and subject to Executive’s timely execution, return and non-revocation of the Release Agreement on or before January 28, 2014 (the 28th day following the Employment Separation Date), and continued compliance with the terms of this Agreement, during the period beginning on January 1, 2014 and ending on December 31, 2016, unless earlier terminated in accordance with Section 4(f) (the “Consulting Period”), the Company agrees to retain Executive as, and Executive agrees to serve as, a consultant of the Company to advise on strategic transactions contemplated by the Group Companies with respect to the Horn River Basin as directed by the Company from time to time (collectively, the “Consulting Services”). During the Consulting Period, Executive shall report to the Chief Executive Officer of the Company and shall not have responsibility for or authority to direct capital or other spending by the Group Companies or any employee of the Group Companies nor shall any employee of the Group Companies report to Executive. The Consulting Services are in addition to any services Executive provides to the Company as a director, for which Executive will receive compensation in accordance with Section 3(c).

(b)    In consideration for the performance of the Consulting Services, during the Consulting Period, the Company agrees to pay Executive a monthly cash consulting retainer of $45,000 (a “Consulting Fee”) payable in arrears (but in any event on or prior to March 15 of the year following the year in which the month for which the payment was earned occurred).

(c)    (i)    If (A) one or more Approved Parties (as defined below) is or are a party to a Project Discovery Upstream Assets Transaction (as defined below) that closes on or before December 31, 2016, Executive shall become entitled to a lump sum cash payment in an amount equal to 0.25% of the Upstream Aggregate Value (as defined below) paid by the Approved Party or Approved Parties, and/or (B) one or more Approved Parties is or are a party to a Project Discovery Downstream Assets Transaction

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and a Final Investment Decision (as defined below) is formally made with respect to such Project Discovery Downstream Assets Transaction on or before December 31, 2016, Executive shall become entitled to a lump sum cash payment in an amount equal to 0.25% of the Downstream Aggregate Value (as defined below) paid by the Approved Party or Approved Parties; provided, however, that the maximum aggregate amount payable under this Section 4(c)(i) for all Project Discovery Upstream Assets Transactions and Project Discovery Downstream Assets Transactions is $2,500,000. Any such payment shall be made by the Company to Executive within three (3) business days after the closing of such Project Discovery Upstream Assets Transaction (and in any event on or prior to March 15 of the year following the year in which such closing occurs) or such Final Investment Decision is formally made (and in any event on or prior to March 15 of the year following the year in which such closing occurs), as the case may be. The compensation provided in this Section 4(c)(i) is conditioned in all respects upon the closing of the Project Discovery Upstream Assets Transaction on or before December 31, 2016, or a Final Investment Decision being formally made with respect to the Project Discovery Downstream Assets Transaction on or before December 31, 2016, as the case may be. Should the closing of the Project Discovery Upstream Assets Transaction not occur on or before December 31, 2016, Executive shall not be entitled to any compensation pursuant to this Section 4(c)(i) with respect to such Project Discovery Upstream Assets Transaction. If a Final Investment Decision is not formally made with respect to the Project Discovery Downstream Assets Transaction on or before December 31, 2016, Executive shall not be entitled to any compensation pursuant to this Section 4(c)(i) with respect to such Project Discovery Downstream Assets Transaction..

(ii)    For purposes of this Agreement, the “Project Discovery Upstream Assets Transaction” shall mean, whether in one or more, or a series of, transactions, any joint venture, partnership, working interest farm-out, volumetric production payment or other asset monetization involving the Project Discovery Upstream Assets (as defined below); any sale of all or a substantial portion of such assets; any merger or other business combination with a third party involving such assets; or any other form of transaction that results in the effective sale, transfer or other disposition of ownership or control over a substantial portion of the principal businesses or operations of such assets to a third party or parties. For purposes of this Agreement, the “Project Discovery Upstream Assets” shall mean leases and other mineral rights owned by any of the Group Companies in connection with hydrocarbon production in the Horn River geologic formation located in the Canadian Provinces of British Columbia and Northwest Territories and any associated drilling equipment, pipelines, and other gathering and transmission assets owned by any of the Group Companies and associated with production or disposal wells.

(iii)    For purposes of this Agreement, the “Project Discovery Downstream Assets Transaction” shall mean, whether in one or more, or a series of, transactions, any joint venture, partnership, or other asset monetization involving the Project Discovery Downstream Assets (as defined below); any sale of all or a substantial portion of such assets; any merger or other business combination with a third party

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involving the such assets; or any other form of transaction that results in the effective sale, transfer or other disposition of ownership or control over a substantial portion of the principal businesses or operations of such assets to a third party or parties. For purposes of this Agreement, the “Project Discovery Downstream Assets” shall mean any liquefaction facility owned by any of the Group Companies, and any transmission pipeline assets and any associated asset component owned by any of the Group Companies and not included in the Project Discovery Upstream Assets, developed in connection with hydrocarbon production in the Horn River geologic formation located in the Canadian Provinces of British Columbia and Northwest Territories.

(iv)    For purposes of this Agreement, “Upstream Aggregate Value” shall mean the total fair market value (at the time of closing) of all consideration paid or payable (including the fair market value of any assets contributed or used as payment, but excluding any debt, liability or obligation funded, recapitalized or assumed other than a carried interest for future capital expenditures) by one or more Approved Parties to the Company, its affiliates or its stockholders, in connection with the Project Discovery Upstream Assets Transaction Project, including any carried costs, bonus, incentive, milestone or similar payments. For purposes of this Section 4(c)(iv), consideration includes cash, securities, contractual rights and any other form of consideration. If there is no readily available measure of calculating the fair market value of any portion of the consideration, the fair market value shall be reasonably determined by the Company.

(v)    For purposes of this Agreement, “Downstream Aggregate Value” shall mean the total fair market value (at the time of a Final Investment Decision) of all capital contributed or committed to be contributed to capital by one or more Approved Parties (including the fair market value of any assets contributed, but excluding any debt, project financing, liability or obligation funded, recapitalized or assumed) in connection with the Project Discovery Downstream Assets Transaction. For purposes of this Section 4(c)(v), consideration includes cash, securities, contractual rights and any other form of consideration. If there is no readily available measure of calculating the fair market value of any portion of the consideration, the fair market value shall be reasonably determined by the Company.

(vi)    For purposes of this Agreement, “Approved Party” means any person listed on Exhibit B attached hereto and any Affiliate of such person. For purposes of the immediately preceding sentence, “Affiliate” of any specified person means any other person or entity which, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under direct or indirect common control with such specified person or entity. For purposes of this definition “control” when used with respect to any person or entity means the right to direct the management or operations of such person or entity, directly or indirectly, whether through the ownership (directly or indirectly) of securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Additional persons may be added to Exhibit B upon the written request of Executive and the prior written approval of the Board, which approval may be granted or withheld in the Board’s sole discretion.

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(vii)    For purposes of this Agreement, and with respect to any Project Discovery Downstream Assets Transaction, the meaning of “Final Investment Decision” shall be as defined in the applicable documentation relating to such Project Discovery Downstream Assets Transaction.

(d)    The Company agrees to pay Executive $12,500 on the first business day of each calendar month of the Consulting Period to defray expenses incurred by Executive with respect to the rental of office space (which will be at a location other than the office building in which the Company’s principal executive offices are located) and associated parking in Fort Worth, Texas, and secretarial assistance.

(e)    During the Consulting Period, Company shall reimburse Executive for reasonable and necessary out-of-pocket expenses incurred by Executive for travel and other expenditures (but not including any expenses related to the items set forth in Section 4(d)) directly related to the Consulting Services in accordance with the Company’s expense reimbursement policies for consultants, subject to Executive’s provision of documentation of the expenses reasonably satisfactory to the Company and, in the case of a single expense or a group of related expenses that are individually or in the aggregate in excess of $5,000, advance written notice of a request for reimbursement pre-approved by the Chief Executive Officer of the Company.

(f)    The Consulting Period shall terminate immediately upon (i) Executive’s resignation as a consultant, (ii) Executive’s death or Disability or (iii) the Company’s determination to terminate the Consulting Period immediately in accordance with Section 11(f), or if Executive (1) renders any services in any capacity to a direct competitor of the Company in a manner that is either competitive with the Company or adverse to the Company; (2) makes a Restricted Acquisition (as defined below), unless Executive has first provided the Company with the full particulars of the proposed Restricted Acquisition and the opportunity to acquire an undivided 50% thereof on the same terms on which Executive has the opportunity to acquire same; (3) acquires any leasehold working interest, mineral interest or other interest in oil, gas or other minerals in the Horn River Basin; (4) engages in any conduct or behavior that is in violation of any Company standard or code of conduct policy that is applicable to Executive; (5) violates any restrictive covenant set forth in this Agreement; (6) breaches any representation or warranty contained in this Agreement or has made any inaccurate statement in any representation or warranty contained in this Agreement; or (7) violates any other provision of this Agreement (which, if curable, is not cured with 10 days after notice thereof to Executive by the Chief Executive Officer of the Company). In the event that the Consulting Period is terminated pursuant to this Section 4(f), Executive will receive a lump sum cash payment equal to the amount of any accrued but unpaid Consulting Fees through the date of such termination.

(g)    The Company and Executive agree that, at all times during the Consulting Period, Executive will be acting as an independent contractor to the Company, and nothing in this Agreement will be construed to create an employment, partnership, joint

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venture or other joint undertaking relationship between the Company and Executive during the Consulting Period. Executive will be responsible for, and will file on a timely basis, all tax returns and payments required to be filed or made to any federal, state or local authority with respect to payments or benefits hereunder and will indemnify and hold the Company harmless for Executive’s failure to file any such return or make any such payment. The Company will not withhold or pay any federal, state or local income tax or other wage withholding on behalf of Executive. The Company will not treat Executive as an employee with respect to the services rendered hereunder for federal, state or local tax purposes. If, for any reason, the Company will become liable to pay, or will pay, any such taxes, it will be entitled to deduct from any payments payable to Executive hereunder all amounts so paid or required to be paid. To the extent that taxes paid or required to be paid by the Company exceed the amount payable to Executive hereunder, Executive will reimburse the Company such excess within ten business days of notice from the Company. The Executive assumes full responsibility and discretion for methods, techniques and procedures in the provision of the Consulting Services. Executive is not authorized to (i) represent that Executive is an agent of any Group Company, (ii) enter into contracts on behalf of any Group Company or (iii) otherwise commit any Group Company to any legally binding liabilities or obligations. Executive is permitted to perform services for or become employed by others during the Consulting Period. Executive acknowledges that Executive is not entitled to participate in any of the Company’s compensation or benefit plans or programs for active employees during the Consulting Period.

5.    Communications. Each Party will consult with the other Party before issuing any internal or external communications (other than communications among members of the Board, the Chief Executive Officer of the Company and the Company’s Human Resources Department personnel) with respect to this Agreement or Executive’s retirement or separation and, except in respect of any communication as may be required by applicable law, obligation to or rule of any national securities exchange or association, neither Party shall issue any such communication without the consent of the other Party. Each Party shall give the other Party a reasonable opportunity to review and comment on communication as may be required by applicable law or any listing agreement with or rule of any national securities exchange or association.

6.    Legal Expenses. The Company shall reimburse Executive for the reasonable out-of-pocket legal fees and expenses incurred by Executive in connection with the review and negotiation of this Agreement, up to a maximum reimbursement amount of $40,000 and subject to Executive’s request for reimbursement and provision of documentation of the expenses reasonably satisfactory to the Company.

7.    Confidentiality. Executive acknowledges and agrees that the information, observations and data obtained by him concerning any Group Company while employed by the Company or providing services as an officer or director of any Group Company, or obtained by him, his employees, officers, contractors, agents and representatives in connection with providing the Consulting Services (collectively, “Confidential

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Information”) are the property of the Group Companies. Therefore, Executive agrees that, until December 31, 2018, Executive will (and will cause his employees, officers, contractors, agents and representatives to) keep secret and retain in the strictest confidence all Confidential Information, including, without limitation, trade “know-how” secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects and other business affairs of any Group Company, learned by him, his employees, officers, contractors, agents and representatives prior to the date of this Agreement or during the Employment Period and the Consulting Period, and not to disclose them to anyone outside the Group Companies, except: (a) with the Company’s express written consent; (b) to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions; or (c) where required to be disclosed by court order, subpoena or other government process.  If Executive or any of his employees, officers, contractors, agents and representatives shall be required to make disclosure pursuant to the provisions of clause (c) of the preceding sentence, Executive promptly, but in no event more than 48 hours after learning of such subpoena, court order or other governmental process, shall notify the Company, by personal delivery or fax (pursuant to Section 13), and, at the Company’s expense, shall cooperate with the Company in taking all reasonably necessary steps requested by the Company to defend against the enforcement of such subpoena, court order or other governmental process and permit any Group Company to intervene and participate with counsel of its own choice in any related proceeding.  Executive shall deliver to the Company prior to the Retirement Date, prior to the Employment Separation Date and at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) containing Confidential Information that he or his employees, officers, contractors, agents and representatives may then possess or have under their control.

8.    Non-Disparagement. (a) During the Employment Period and the Consulting Period, Executive (directly and indirectly, including through affiliates owned and controlled by Executive) agrees not to criticize, denigrate, or disparage any Group Company. The immediately preceding sentence shall not prevent Executive from responding to informal or formal requests for information from governmental authorities or taking any action in defense of any litigation or arbitration asserted against Executive or similar proceeding.

(b)    During the Employment Period and the Consulting Period, the Company (directly and indirectly, including through subsidiaries owned and controlled by the Company) agrees to direct the members of the Board and the officers of the Group Companies not to criticize, denigrate, or disparage Executive. The immediately preceding sentence shall not prevent any Group Company or any of the members of the Board and the officers of the Group Companies from complying with applicable law or responding to informal or formal requests for information from governmental authorities or taking any action in defense of any litigation or arbitration asserted against such person or similar proceeding.

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9.    Non-Solicitation. (a) Executive covenants and agrees that, until December 31, 2016, Executive shall not, except with the prior written consent of the Board, directly or indirectly, either alone or jointly with or on behalf of any person, firm, company or entity and whether on his own account or as principal, partner, member, shareholder, director, employee, consultant or in any other capacity whatsoever hire, or engage or solicit the employment or engagement of, any person who immediately prior to the Retirement Date was an employee, contractor or director of any Group Company; provided, however, that the foregoing shall not be violated by hiring any person as a result of general advertising not targeted at any person who immediately prior to the Retirement Date was an employee, consultant or director of any Group Company. For the avoidance of doubt, nothing contained in this Section 9(a) shall prohibit Executive from hiring a person who was not an employee, contractor or director of any Group Company as of the Retirement Date.

(b)    Executive agrees that the restrictions contained in Section 9(a) are reasonable. If, at the time of enforcement of Section 9(a), a court shall hold that the duration and other restrictions stated therein are unreasonable under circumstances then existing, the parties agree that the maximum duration or other restrictions reasonable under such circumstances shall be substituted for the stated duration or other restrictions and that the court shall be allowed to revise the restrictions contained therein to cover the maximum duration and other restrictions permitted by law. In the event of the breach or a threatened breach by Executive of any of Section 9(a), the Company, in addition and supplementary to other rights and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting of any bond if permitted by the applicable judicial authority).

10.    Intellectual Property. (a) Executive shall disclose promptly in writing to the Company any and all Intellectual Property made, conceived, developed, acquired or reduced to practice by the Executive, alone or jointly with others, during or in connection with the performance of the Consulting Services. All works, information, materials, software, documentation, methods, apparatus, systems and the like developed, conceived, produced, delivered or disclosed by Executive hereunder or as part of or in connection with the provision of the Consulting Services, and all tangible embodiments thereof shall be considered “Work Product”.

(b)    The Company shall have the sole right to apply for and own any patents and have exclusive title and ownership rights, including all Intellectual Property rights, throughout the world in and to any and all Work Product (including, for the avoidance of doubt, those arising from the provision of the Consulting Services). To the extent that exclusive title and/or ownership rights may not originally vest in the Company as contemplated herein, Executive hereby irrevocably assigns all right, title and interest, including Intellectual Property and ownership rights, in and to the Work Product to the Company, and shall cause those of Executive’s employees, officers, contractors, agents and representatives, if applicable, engaged in the performance of the Consulting Services,

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to assign all such rights in and to the Work Product. With respect to any Work Product that may qualify as a Work Made for Hire as defined in 17 U.S.C. § 101, such Work Product is and will be deemed a Work Made for Hire and the Company will have the sole right to the copyright (or, in the event that any such Work Product does not qualify as a Work Made for Hire, the copyright and all other rights thereto shall be assigned as above).

(c)    Executive shall cooperate fully at the Company’s expense to procure such rights for the Company and shall execute and do (and shall cause those of its employees, officers, contractors, agents and representatives, if applicable, engaged in the performance of the Consulting Services, to execute and do) all such other acts, deeds, matters and things as may be necessary or expedient, including without limitation, executing all necessary instruments, to give effect thereto and otherwise assist with enabling the Company to prosecute, perfect, register or record the Company’s rights in any Work Product.

(d)    For the avoidance of doubt, the Company shall have the sole free and unrestricted right to use for any purpose, sell, dispose, transfer, assign and grant licenses relating to any and all Work Product and Intellectual Property rights in or to such Work Product.

(e)    All uses of any trademarks, service marks and trade names in the Work Product or in the performance of the Consulting Services, and the goodwill associated therewith, whether by Consultant or third parties, inures and will inure to the benefit of the Company.

(f)    For purposes of this Agreement, “Intellectual Property” means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications thereof, (iv) trade secrets, know-how and other confidential information, (v) waivable or assignable rights of publicity, waivable or assignable moral rights and (vi) unregistered and registered design rights and any applications for registration thereof; and (vii) data, database rights and all other forms of intellectual property.

11.    Compliance; Cooperation. (a) Executive agrees (for Executive and Executive’s representatives) to comply with all laws, rules and regulations that are now or may be in the future applicable to the operations of the Group Companies and the provision of his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period, in the jurisdictions within which such services the Consulting Services are being performed. Executive agrees to comply with all policies of the Company that may, from time to time, be in effect, including, but not limited to, the Company’s Code of Business Conduct and Ethics, safety and drug, alcohol and prohibited substance policies. Upon Executive’s request, the

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Company agrees to provide copies of such policies to Executive, and to provide updates as required.

(b)    Executive represents and warrants that:

(i)    Executive is aware of, understands and has been counseled by legal counsel on the meaning of the U.S. Foreign Corrupt Practices Act, as amended from time to time (“FCPA”), as well as the Company’s Code of Business Conduct and Ethics. Executive is familiar with the FCPA’s prohibition of paying, offering, promising or giving anything of value, either directly or indirectly, by a U.S. company, U.S. person or any other person, the affairs of which or whom are directed by a U.S. company, to an official of a foreign government, political party, state-owned enterprise, or public international organization for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with the foreign government, political party, state-owned enterprise, or public international organization, or to receive any improper advantage in order to assist a U.S. company in obtaining or retaining business for or with, or directing business to, any person. Executive hereby covenants and agrees that Executive will comply fully: (A) with the FCPA, regardless of U.S. jurisdiction over Executive’s activities; (B) with the Company’s Code of Business Conduct and Ethics; and (C) with all other anti-bribery and anti-corruption laws applicable to the provision of his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period, all of which Executive is also familiar. Executive agrees that Executive’s employees, partners, agents, and consultants involved in any way in the Consulting Services will participate in annual anti-corruption training provided by the Company if the Company deems it necessary to provide such training and provides Executive with 60 days’ notice of the date upon which the training will be provided;

(ii)    none of Executive’s employees, partners, agents or consultants or any such person’s child, spouse or other close relative is presently an official, officer or representative of any foreign government or political party or candidate for political office;

(iii)    Executive has not to date offered, given or promised any prohibited payment under the FCPA or any other applicable anti-bribery and/or anti-corruption law in connection with establishing or maintain any business, entering into or securing any necessary approvals or engaging in any other business-related activity on behalf of any Group Company; and

(iv)    Executive’s participation in the Consulting Services will be permitted under the local laws of any jurisdiction in which he may perform any Consulting Services.

(c)    Executive and the Company acknowledge that the Company is currently in the process of augmenting its Code of Business Conduct and Ethics and developing, finalizing and adopting an Anti-corruption Policy and Guidelines (as and when

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augmented and/or adopted, collectively, the “Policy”). For the period from and after the time that the Company delivers the Policy to Executive, Executive covenants and agrees to comply with the Policy. For the period commencing on May 15, 2013, Executive covenants that:

(i)    Executive will not take any action that would constitute a violation of any law of the various jurisdictions in which Executive performs the Consulting Services or conducts business, or of the United States, including, but not limited to, the FCPA and the Company represents that it does not desire and covenants that it will not request any service or action by Executive that would or might constitute any such violation;

(ii)    Executive will not take any action that would constitute a violation of the Company’s Code of Business Conduct and Ethics, a copy of which has been delivered to Executive;

(iii)    Executive will not (or attempt to) obligate any Group Company to third parties with whom Executive may interact in performing his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period, except as approved in writing;

(iv)    Executive will immediately notify the Chief Executive Officer and the Compliance Officer of the Company or the Law Department of the Company of any request received to take any action that might constitute a violation of the FCPA or of any violation of applicable law by Executive or by anyone acting on behalf of Executive in connection with the provision of his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period;

(v)    Executive will immediately notify the Chief Executive Officer and the Compliance Officer of the Company or the Law Department of the Company if there is any change in the management or organization of Executive’s business or any related or affiliated party controlled by Executive involving any foreign government official, relative thereof, or other covered party under the FCPA; and

(vi)    Executive will disclose to the Company the terms and conditions of any contract related the provision of his services as an employee of the Company during the Employment Period, and the Consulting Services during the Consulting Period, that Executive enters into with a foreign government if it becomes necessary to do so under the laws of the United States.

(d)    Executive agrees that Executive shall maintain for at least 24 months following the termination or expiration of the Consulting Period, all books and records, including but not limited to accounting records, relevant to Executive’s performance of the Consulting Services at Executive’s principal place of business. The Company, or a properly designated representative, shall be entitled, in its sole discretion, in the event it identifies anything that causes it concern or for no reason at all, to audit all books and

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records of Executive that the Company deems relevant to the Executive’s performance of the Consulting Services at the principal place of business of Executive during normal business hours upon advance written notice so that the Company may confirm compliance by Executive with the terms of this Agreement. Executive understands and agrees that the Company may deem Executive’s entire set of accounting books and records as relevant to Executive’s performance of the Consulting Services and Executive agrees that it will allow the Company to audit such records so long as the Company, or its properly designated representative, agrees to maintain the confidentiality of such records that the Company, or its properly designated representative, deems, after review, do not pertain to Executive’s performance of the Consulting Services.

(e)    Any activity by Executive deemed by the Company to be in violation of the FCPA, the Company’s Code of Business Conduct and Ethics, or applicable laws will constitute and be deemed to be a breach of a material covenant of this Agreement.

(f)    If the Company learns of or has a good faith belief that Executive or any affiliated person or entity has violated or caused any Group Company to violate the FCPA, regardless of jurisdiction, or any other applicable laws and regulations in connection with the Consulting Services, the Company may immediately terminate the Consulting Period notwithstanding any other provision of this Agreement to the contrary. In the event of such termination, the Company will be relieved of all liability and obligations of any kind hereunder, including any liability to make payments under this Agreement.

(g)    Executive will reasonably cooperate with and assist any Group Company and their respective representatives and attorneys as reasonably requested by the Company after the Retirement Date with respect to any investigation, litigation, proceeding, arbitration or other formal or informal dispute resolution effort in which Executive is or has had involvement, is regarding events that occurred during Executive’s tenure with the Company or with respect to which Executive has relevant information by being reasonably available to consult with the Company’s counsel and for interviews, depositions and/or testimony in regard to any such matters, except with respect to any such matter with respect to which Executive is or may become a party. The Company will advance or reimburse Executive for reasonable out-of-pocket fees and expenses (including attorneys’ fees preapproved by the Company) incurred by or on behalf of Executive in connection with this obligation, subject to Executive’s provision of advance written notice of a request for reimbursement pre-approved by the Chief Executive Officer of the Company and documentation of the expenses satisfactory to the Company. Executive will use reasonable efforts to avoid duplicative fees and expenses.

(h)    None of the executive officers of the Company are aware as of the date hereof that the representation and warranty by Executive set forth in Section 11(b) is false in any material respect. For purposes of this Section 11(h), Executive shall not be deemed to be an executive officer of the Company.

12.    Other Representations of Executive and the Company.

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(a)    Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (b) upon the execution and delivery of this Agreement by the parties, this Agreement will be the valid and binding obligation of Executive, enforceable in accordance with its terms and (c) Executive has disclosed in writing to the General Counsel of the Company every outstanding agreement that Executive has entered into (or caused another person to enter into) on behalf of any of the Group Companies and under which any of the Group Companies could be obligated to another person for a fee, commission or similar remuneration in connection with a project or transaction and provided to the Company full and complete copies of each such agreement to the extent such agreement is in writing. Executive hereby acknowledges and represents that he has had the opportunity to consult with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

(b)    The Company hereby represents and warrants to Executive that (a) the execution, delivery and performance of this Agreement by the Company do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound, and (b) upon the execution and delivery of this Agreement by the parties, this Agreement will be the valid and binding obligation of the Company, enforceable in accordance with its terms.

13.    Notices. Any notice provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally (whether by overnight courier or otherwise) with receipt acknowledged or sent by registered or certified mail or equivalent, if available, postage prepaid, or by fax if a fax number is provided below (which shall be confirmed by a writing sent by registered or certified mail or equivalent on the same day that such fax was sent), addressed to the parties at the following addresses or to such other address as such Party shall hereafter specify by notice to the other:

Notices to Executive: Thomas F. Darden
44 Valley Ridge Rd.
Fort Worth, Texas 76107
817-239-3078 (Phone)

With a copy to: Fred S. Stovall
Patton Boggs LLP2000 McKinney Ave., Suite 1700
Dallas, Texas 75201
214-758-1515 (Phone)214-758-1550 (Fax)

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Notices to the Company: Quicksilver Resources Inc.
Attn: John C. Cirone
801 Cherry Street, Suite 3700, Unit 19
Fort Worth, Texas 76102
(817) 665-4939 (Phone)
(817) 665-5006 (Fax)

With a copy to: Stephen A. Kuntz
Fulbright & Jaworski L.L.P.Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
713-651-5241 (Phone)713-651-5246 (Fax)

14.    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein (except with respect to Section 9, for which Section 9(b) shall apply).

15.    Complete Agreement. This Agreement constitutes the complete agreement and understanding among Executive, on the one hand, and the Company, on the other hand, and supersedes and preempts any prior understandings, agreements or representations, by or among Executive, on the one hand, and the Company or any Group Company, on the other hand, written or oral, whether in agreements, letters, memoranda, term sheets, presentations or otherwise, which may have related to the subject matter hereof in any way. Nothing in this Agreement shall terminate or reduce any obligations of the Group Companies to indemnify Executive for acts as an officer or director of the Group Companies arising under the formation documents of the Group Companies, or pursuant to any separate indemnity agreement entered into between Executive and any of the Group Companies, as any of such documents or agreements may be amended from time to time, which obligations shall continue in full force and effect in accordance with their terms. Executive acknowledges and agrees that he has been given ample opportunity to consider this Agreement and consult with advisers of his choosing regarding his rights generally and the terms of this Agreement, and has used such time as he deems appropriate to review and consider this Agreement prior to his execution of this Agreement.

16.    Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive,

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and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

17.    Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

18.    Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign his rights (other than those quitclaimed pursuant to Section 2(e) with respect to the “Makarios” name) or delegate his obligations hereunder without the prior written consent of the Company. The Company shall require any successor to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Any attempted assignment in contravention of this Section 18 shall be void ab initio.

19.    Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of Texas without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than Texas.

20.    Interpretation. The Company, Executive and their respective counsel have mutually contributed to the preparation of the Agreement. Accordingly, no provision of the Agreement (nor the Agreement as a whole) shall be construed against the Company or Executive on the grounds that such Party or its counsel drafted any provision of the Agreement.

21.    Tax Withholding. The Company may withhold from any amount payable under this Agreement such taxes as shall be required to be withheld pursuant to any applicable law or regulation.

22.    Code Section 409A. Executive and the Company agree that it is the intent of the parties that this Agreement not violate any applicable provision of, or result in any additional tax, interest or penalty under, Section 409A of the Internal Revenue Code (“Section 409A”), and that to the extent any provisions of this Agreement do not comply with Section 409A, the parties will make such changes as are mutually agreed upon in order to comply with Section 409A. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under this Agreement which are subject to Section 409A (and not otherwise exempt from its application) that are payable (i) in a lump sum within six months following the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the amount of such lump

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sum payments in a lump sum and (ii) in installments within six months following the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of such installment payments in a lump sum, and after the first business day of the seventh month following the date of termination and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive in accordance with the payment terms and schedule set forth herein. In the case of any reimbursement to Executive pursuant to this Agreement, such reimbursement will be made reasonably promptly following Executive’s submission of a request for reimbursement. Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit.

23.    Arbitration.

(a)    The Company and Executive agree to submit to final and binding arbitration any and all disputes or disagreements concerning the interpretation or application of this Agreement. Any such dispute or disagreement will be resolved by arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. Arbitration will take place in Fort Worth, Texas, unless the parties mutually agree to a different location. Within 30 calendar days of the initiation of arbitration hereunder, each party will designate an arbitrator. The appointed arbitrators will then appoint a third arbitrator. Executive and the Company agree that the decision of the arbitrators will be final and binding on both parties. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrators. The arbitrator may, in their own discretion, award legal fees and costs to the prevailing party.

(b)    Notwithstanding the provisions of Section 23(a), the Company may, if it so chooses, bring an action in any court of competent jurisdiction for injunctive relief to enforce Executive’s obligations under Sections 7, 8 and 9 hereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

QUICKSILVER RESOURCES INC.

/s/ John C. Regan

Name: John C. Regan

Title: Senior Vice President –    Chief Financial Officer and   Chief Accounting Officer

EXECUTIVE

/s/ Thomas F. Darden

Thomas F. Darden

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EXHIBIT A

MUTUAL RELEASE AGREEMENT

THIS MUTUAL RELEASE AGREEMENT (this “Release Agreement”) is entered into between Thomas F. Darden (“Executive”) and QUICKSILVER RESOURCES INC. (the “Company”). The Company, together with its past, present and future parent organizations, subsidiaries, affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, plan administrators, attorneys, and agents (individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Release Agreement as the “Company Released Parties.” Executive, together with his affiliated entities, related companies and divisions and each of their respective past, present and future officers, directors, employees, shareholders, trustees, members, partners, plan administrators, attorneys, and agents (individually and in their official capacities), as well as any predecessors, future successors or assigns or estates of any of the foregoing, is collectively referred to in this Release Agreement as the “Executive Released Parties.”

1.     Separation from Employment. Executive acknowledges and understands that Executive’s last day of employment with the Company is December 31, 2013 (the “Employment Separation Date”). Executive further acknowledges that Executive has received all compensation and benefits to which Executive is entitled as a result of Executive’s employment, except as otherwise provided under this Agreement and Executive’s Agreement with the Company, dated as of May 15, 2013 (the “Separation Agreement. Executive understands that, except as otherwise expressly provided in the Separation Agreement, Executive is entitled to nothing further from the Company Released Parties, including reinstatement by the Company.

2.     Releases.

(a)    In consideration of the payments and benefits provided under the Separation Agreement, Executive, for himself and on behalf of all of the Executive Released Parties, hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and all Claims (as defined below) that any of the Executive Released Parties may have against any of the Company Released Parties, arising on or prior to the date of Executive’s execution and delivery of this Release Agreement to the Company. “Claims” means any and all actions, charges, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of money, wages, salary, severance pay, expenses, commissions, fees, bonuses, unvested stock options, vacation pay, sick pay, fees and costs, attorneys’ fees, losses, penalties, damages, including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or regulations of any and all relevant jurisdictions, whether arising directly or indirectly from any act or omission,

whether intentional or unintentional. This releases all Claims, including those of which any of the Executive Released Parties is not aware and those not mentioned in this Release Agreement. Executive specifically releases any and all Claims arising out of Executive’s employment with the Company and any of the other Company Released Parties or termination therefrom. Executive expressly acknowledges and agrees that, by entering into this Release Agreement, Executive is releasing and waiving any and all Claims which have arisen on or before the date of Executive’s execution and delivery of this Release Agreement to the Company. Notwithstanding anything contained in this Release Agreement to the contrary, nothing contained in this Release Agreement releases any of the Executive Released Parties’ Claims with respect to any breach of any covenant, agreement, representation or warranty made by the Company under this Release Agreement or the Separation Agreement.

(b)    In consideration of the above release and other agreements provided under the Separation Agreement, the Company, for itself and on behalf of all of the Company Released Parties, hereby unconditionally and irrevocably releases, waives, discharges and gives up, to the full extent permitted by law, any and all Claims (as defined above) that any of the Company Released Parties may have against any Executive Released Parties, arising on or prior to the date of the Company’s execution and delivery of this Release Agreement to the Executive. This releases all Claims, including those of which any Company Released Party is not aware and those not mentioned in this Release Agreement. The Company expressly acknowledges and agrees that, by entering into this Release Agreement, the Company is releasing and waiving any and all Claims which have arisen on or before the date of the Company’s execution and delivery of this Release Agreement to the Executive. Notwithstanding anything contained in this Release Agreement to the contrary, nothing contained in this Release Agreement releases any of the Company Released Parties’ Claims with respect to any breach of any covenant, agreement, representation or warranty made by Executive under this Release Agreement or the Separation Agreement.

3.     Representations; Covenant not to Sue. Each of the parties hereto hereby represents and warrants that (a) such party has not filed, caused or permitted to be filed any pending proceeding (nor has such party lodged a complaint with any governmental or quasi-governmental authority) against any of the parties released by such party, nor has such party agreed to do any of the foregoing, (b) such party has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the parties released by such party that has been released in this Release Agreement, and (c) such party has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the parties released by such party. Each party covenants and agrees that such party shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such party or any third party of a proceeding or Claim against any of the parties released by such party.

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4.     Binding Agreement. Executive and his heirs, executors, estate, successors and assigns are bound by this Release Agreement. The Company and its successors and assigns are bound by this Release Agreement.

5.     The Company Property. Executive represents and warrants that Executive has returned to the Company all property in Executive’s possession, custody or control belonging to the Company, its affiliates or subsidiaries, including, but not limited to, all equipment, computers, pass codes, keys, swipe cards, credit cards, documents or other materials, in whatever form or format, that Executive received, prepared, or helped prepare. Executive represents that Executive has not retained any copies, duplicates, reproductions, computer disks, or excerpts thereof, whether in hard copy or electronic form, of the Company’s, its affiliates’ or subsidiaries’ documents.

6.    Remedies.If Executive breaches any term or condition of this Release Agreement or the Separation Agreement, or any representation made by Executive in this Release Agreement was false when made, it shall constitute a material breach of this Release Agreement and in addition to and not instead of the Company Released Parties’ other remedies under law or in equity, Executive shall immediately, upon written notice from the Company, forfeit (i) all rights granted under Section 1(c)(iii) of the Separation Agreement to receive and/or retain the 2013 Cash Bonus and the 2013 Stock Bonus (as such terms are defined in Section 1(c)(iii) of the Separation Agreement), (ii) all rights granted to the payments or benefits provided for under Section 2(b) of the Separation Agreement, and (iii) all rights granted under Section 4 of the Separation Agreement to receive and/or retain any payment or benefit to or for the benefit of Executive provided for in Section 4 of the Separation Agreement. Executive agrees that if Executive is required to forfeit any rights under the foregoing sentence, this Release Agreement shall continue to be binding on the Executive Released Parties, and the Company Released Parties shall be entitled to enforce the provisions of this Release Agreement as if such amounts and rights had not been repaid or forfeited and the Company shall have no further obligations to Executive under Sections 1(c)(iii), 2(b) and 4 of the Separation Agreement. Further, (x) in the event of Executive’s breach of any term or condition of this Release Agreement, Executive agrees to reimburse all of the Company Released Parties’ attorneys’ fees and other costs associated with enforcing this Release Agreement, and (y) in the event of the Company’s breach of any term or condition of this Release Agreement, the Company agrees to reimburse all of the Executive Released Parties’ attorneys’ fees and other costs associated with enforcing this Release Agreement.

7.     Construction of Agreement. In the event that one or more of the provisions contained in this Release Agreement shall for any reason be held unenforceable in any respect under the law of any relevant jurisdiction, such unenforceability shall not affect any other provision of this Release Agreement, but this Release Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, such restriction shall be enforced to the maximum extent permitted by applicable law. This

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Release Agreement and any and all matters arising directly or indirectly herefrom shall be governed under the laws of Texas without reference to choice of law rules. The Company and Executive consent to the sole jurisdiction of the federal and state courts of Texas. EACH OF EXECUTIVE AND THE COMPANY HEREBY WAIVE HIS OR ITS RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS RELEASE AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM, AND REPRESENT THAT HE OR IT HAS CONSULTED WITH HIS OR ITS OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.

8.     Opportunity for Review. Executive represents and warrants that Executive (i) has had sufficient opportunity to consider this Release Agreement, (ii) has read this Release Agreement, (iii) understands all the terms and conditions hereof, (iv) is not incompetent or had a guardian, conservator or trustee appointed for Executive, (v) has entered into this Release Agreement of Executive’s own free will and volition, (vi) has duly executed and delivered this Release Agreement, (vii) understands that Executive is responsible for Executive’s own attorneys’ fees and costs, (viii) has had the opportunity to review this Release Agreement with counsel of his choice or has chosen voluntarily not to do so, (ix) has been given 21 days to review this Release Agreement before signing this Release Agreement and 7 days following execution to revoke this Release Agreement and understands that he must execute this Release Agreement and return it to the Company after the Employment Separation Date and on or before January 21, 2014 and has until January 28, 2013 to revoke this Release Agreement, (x) understands that if Executive does not sign this Release Agreement during the specified period, the Company shall have no obligation to enter into this Release Agreement, (xi) understands that if Executive does not sign this Release Agreement during the specified period or Executive revokes this Release Agreement following its execution, Executive shall not be entitled to receive the payments or benefits provided for under Sections 1(c)(iii), 2(b) and 4 of the Separation Agreement, and the Employment Separation Date shall be unaltered; and (xii) understands that this Release Agreement is valid, binding, and enforceable against the parties hereto in accordance with its terms.

9.     Effectiveness. This Release Agreement shall be effective and enforceable immediately after execution and delivery to the Company by Executive, as specified above, and execution and delivery by the Company to Executive.

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IN WITNESS WHEREOF, the parties hereto have executed this Release Agreement as of the dates written below.

Agreed to and accepted on this

__ day of _________, 2014.

EXECUTIVE

Thomas F. Darden

Agreed to and accepted on this
__ day of _________, 2014.

QUICKSILVER RESOURCES INC.

Name:

Title:

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EX-10.3

Exhibit 10.3

OMNIBUS AMENDMENT NO. 4
TO COMBINED CREDIT AGREEMENTS

THIS OMNIBUS AMENDMENT NO. 4 TO COMBINED CREDIT AGREEMENTS (this “Amendment”), dated as of April 30, 2013,is among QUICKSILVER RESOURCES INC., (the “U.S. Borrower”), QUICKSILVER RESOURCES CANADA INC., (the “Canadian Borrower”) (collectively, the “Combined Borrowers”), the Guarantors, JPMORGAN CHASE BANK, N.A., as global administrative agent (in such capacity, the “Global Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent” and, together with the Global Administrative Agent, the “Administrative Agents”), and each of the U.S. Lenders and Canadian Lenders party hereto.

R E C I T A L S

A.    The U.S. Borrower, the Global Administrative Agent and the various financial institutions party thereto as Agents or Lenders (the “U.S. Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus Amendment No. 1 dated as of May 23, 2012, as further amended by Omnibus Amendment No. 2 dated as of August 6, 2012, as further amended by Omnibus Amendment No. 3 dated as of October 5, 2012, and as amended, supplemented or modified, the “U.S. Credit Agreement”).

B.    Quicksilver Resources Inc., as parent, the Canadian Borrower, the Canadian Administrative Agent, the Global Administrative Agent, and the various financial institutions party thereto as agents or lenders (the “CanadianLenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus Amendment No. 1 dated as of May 23, 2012, as further amended by Omnibus Amendment No. 2 dated as of August 6, 2012, as further amended by Omnibus Amendment No. 3 dated as of October 5, 2012, and as amended, supplemented or modified, the “Canadian Credit Agreement”) (the U.S. Credit Agreement and the Canadian Credit Agreement being collectively referred to as the “Combined Credit Agreements”).

C.    The U.S. Guarantors are party to that certain Guaranty Agreement dated as of September 6, 2011 (as amended, supplemented or modified, the “U.S. Guaranty”).

D.    The U.S. Guarantors and the Canadian Guarantors are party to that certain Guaranty Agreement dated as of December 22, 2011 (as amended, supplemented or modified, the “Canadian Guaranty”).

E.    The Combined Borrowers have notified the Administrative Agent that the U.S. Borrower has entered in to a Purchase and Sale Agreement, dated as of March 28, 2013 (the “Barnett Shale PSA”), with TG Barnett Resources LP, a wholly-owned U.S. subsidiary of Tokyo Gas Co., Ltd., pursuant to which TG Barnett Resources LP will acquire an undivided 25% interest in certain Barnett Shale oil and gas assets of the U.S. Borrower for a base purchase price of $485 million, subject to adjustments as set forth in the Barnett Shale PSA (the acquisition and all transactions contemplated therein, the “Barnett Shale Joint Venture”).

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F.    The Combined Borrowers have requested that the Required Lenders and the Required U.S. Lenders agree, and the Required Lenders and Required U.S. Lenders have agreed, to amend certain provisions of the Combined Credit Agreements, the U.S. Guaranty and the Canadian Guaranty.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given to such term in the U.S. Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to applicable section of the Combined Credit Agreements.

Section 2.Amendments to Combined Credit Agreements.

2.1Amendments to Section 1.02—Certain Defined Terms.

(a)The following definitions are hereby added where alphabetically appropriate to each of the Combined Credit Agreements to read as follows:

““Adjustment Date” has the meaning assigned to such term in Section 9.02(u).

“Barnett Shale Joint Venture” means, the disposition and all other transactions contemplated by the Barnett Shale PSA, pursuant to which TG Barnett Resources LP will acquire an undivided 25% interest in the Barnett Shale oil and gas assets of Quicksilver Resources Inc. for a base purchase price of $485 million, subject to adjustments as set forth in the Barnett Shale PSA.

“Barnett Shale PSA” means the Purchase and Sale Agreement, dated as of March 28, 2013, among the U.S. Borrower with TG Barnett Resources LP, a wholly-owned U.S. subsidiary of Tokyo Gas Co., Ltd. (together with all exhibits and schedules thereto and guarantees associated therewith) delivered to the Global Administrative Agent on April 3, 2013.

“Fourth Amendment Effective Date” means April 30, 2013.

“Fourth Omnibus Amendment” means that certain Omnibus Amendment No. 4 To Combined Credit Agreements, dated as of the Fourth Amendment Effective Date, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc., the Global Administrative Agent and the other parties party thereto.

“Permitted Second Lien Debt” means (a) Debt permitted to be incurred pursuant to Section 9.02(u) and (b) any Debt permitted to be incurred pursuant to Section 9.02(u) which is subsequently renewed, refinanced or extended pursuant to Section 9.02(o) and in accordance with clause (ii) of the proviso of Section 9.02(o).

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“Second Lien Intercreditor Agreement” means an intercreditor agreement among Quicksilver Resources Inc., the Global Administrative Agent and the administrative agent or trustee, as applicable, under the Second Lien Debt Agreement having a 180 day standstill period for the benefit of the Secured Parties and otherwise in form and substance reasonably satisfactory to the Global Administrative Agent.

“Second Lien Debt Agreement” means a second lien term loan agreement, indenture, or other similar financing agreement evidencing or governing the Permitted Second Lien Debt among Quicksilver Resources, Inc. and the other parties party thereto, together with all amendments, modifications and supplements thereto permitted by Section 9.05(b).

“Second Lien Debt Documents” means (a) the Second Lien Debt Agreement and (b) any other documentation related to the Permitted Second Lien Debt, in each case, together with all amendments, modifications and supplements thereto permitted by Section 9.05(b).”

(b)The definition of “Applicable Margin” in the U.S. Credit Agreement is hereby amended to read:

““Applicable Margin” means, for any day from and after the Fourth Amendment Effective Date, with respect to the commitment fees payable hereunder, or with respect to any Eurodollar Loan or ABR Loan, as the case may be, the rate per annum set forth in the appropriate column below under the caption “Commitment Fee Rate”, “Eurodollar Spread,” or “ABR Spread,” as the case may be, for the Global Borrowing Base Utilization Percentage then in effect:

Global Borrowing Base Utilization Percentage	Commitment Fee Rate	Eurodollar Spread	ABR Spread
Greater than or equal to 90%	0.500%	3.75%	2.75%
Greater than or equal 75% but less than 90%	0.500%	3.50%	2.50%
Greater than or equal to 50% and less than 75%	0.500%	3.25%	2.25%
Greater than or equal to 25% and less than 50%	0.500%	3.00%	2.00%
Less than 25%	0.500%	2.75%	1.75%

Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.”

(c)The definition of “Applicable Margin” in the Canadian Credit Agreement is hereby amended to read:

““Applicable Margin” means, for any day from and after the Fourth Amendment Effective Date, with respect to the commitment fees payable hereunder, or with respect to any Canadian Prime Loan, CDOR Loan, U.S. Prime Loan or Eurodollar Loan, as the case may be, the rate per annum set forth in the appropriate column below under the caption “Commitment Fee Rate”, “Canadian Prime Spread,” “CDOR Spread,” “U.S. Prime Spread”, or “Eurodollar

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Spread”, as the case may be, for the Global Borrowing Base Utilization Percentage then in effect:

Global Borrowing Base Utilization Percentage	Commitment Fee Rate		Canadian Prime Spread		CDOR Spread		U.S. Prime Spread		Eurodollar Spread
Greater than or equal to 90%	0.500	%	2.75	%	3.75	%	2.75	%	3.75	%
Greater than or equal 75% but less than 90%	0.500	%	2.50	%	3.50	%	2.50	%	3.50	%
Greater than or equal to 50% and less than 75%	0.500	%	2.25	%	3.25	%	2.25	%	3.25	%
Greater than or equal to 25% and less than 50%	0.500	%	2.00	%	3.00	%	2.00	%	3.00	%
Less than 25%	0.500	%	1.75	%	2.75	%	1.75	%	2.75	%

Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.”

(d)The definition of “Cash Interest Expense” in the:

(i) U.S. Credit Agreement is hereby amended to read as follows:

““Cash Interest Expense” means, with respect to the Borrower and the Consolidated Restricted Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less the sum of (a) pay-in-kind Interest Expense or other non-cash Interest Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, or on behalf of, the Borrower or any Consolidated Restricted Subsidiary, including such fees paid in connection with the Transactions, (c) the amortization of debt discounts, if any, or fees and deferred gains or losses with respect to Swap Agreements in respect of interest rates, (d) interest income of the Borrower and the Consolidated Restricted Subsidiaries actually received in cash for such period, (e) any charges related to any premium or penalty paid, write off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any indebtedness prior to its stated maturity, (f) to the extent included in Interest Expense, any interest paid on property and income tax payments, litigation settlements or any other obligation that does not constitute Debt and (g) interest expense capitalized during such period; provided that (i) Cash Interest Expense shall exclude any (x) one-time financing fees paid in connection with the Transactions or any amendment of this Agreement or the Canadian Credit Agreement and (y) one-time consent or similar fees paid to holders of the Existing Debt in connection with the refinancing of the Existing Subordinated Notes in an amount not to exceed $15,000,000 in the aggregate and (ii) that if any such Person shall have Redeemed, incurred, replaced or repriced any Existing Debt, Permitted Second Lien Debt or

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Permitted Additional Debt during such period, Cash Interest Expense shall be subject to pro forma adjustments for such Redemption, incurrence, replacement or repricing as if such Redemption, incurrence, replacement or repricing had occurred on the first day of such period in a manner satisfactory to the Global Administrative Agent.”

(ii) Canadian Credit Agreement is hereby amended to read as follows:

““Cash Interest Expense” means, with respect to the Parent and the Consolidated Restricted Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less the sum of (a) pay-in-kind Interest Expense or other non-cash Interest Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, or on behalf of, the Parent or any Consolidated Restricted Subsidiary, including such fees paid in connection with the Transactions, (c) the amortization of debt discounts, if any, or fees and deferred gains or losses with respect to Swap Agreements in respect of interest rates, (d) interest income of the Parent and the Consolidated Restricted Subsidiaries actually received in cash for such period, (e) any charges related to any premium or penalty paid, write off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any indebtedness prior to its stated maturity, (f) to the extent included in Interest Expense, any interest paid on property and income tax payments, litigation settlements or any other obligation that does not constitute Debt and (g) interest expense capitalized during such period; provided that (i) Cash Interest Expense shall exclude any (x) one-time financing fees paid in connection with the Transactions or any amendment of this Agreement or the U.S. Credit Agreement and (y) one-time consent or similar fees paid to holders of the Existing Debt in connection with the refinancing of the Existing Subordinated Notes in an amount not to exceed $15,000,000 in the aggregate and (ii) that if any such Person shall have Redeemed, incurred, replaced or repriced any Existing Debt, Permitted Second Lien Debt or Permitted Additional Debt during such period, Cash Interest Expense shall be subject to pro forma adjustments for such Redemption, incurrence, replacement or repricing as if such Redemption, incurrence, replacement or repricing had occurred on the first day of such period in a manner satisfactory to the Global Administrative Agent.”

(e)Clause (e) in the definition of “Change of Control” in each Combined Credit Agreement is hereby amended to read as follows:

“(e) a “Change in Control” or similar event occurs under and as defined in any indenture or similar governing document in respect of Existing Debt, Permitted Second Lien Debt or Permitted Additional Debt but only to the extent, in the case of this clause (e), the occurrence of any such event gives rise to an obligation of the Borrower or any other Restricted Subsidiary to redeem, repay or repurchase, or otherwise offer to redeem, repay or repurchase, all or any portion of such Existing Debt, Permitted Second Lien Debt or Permitted Additional Debt, which redemption, repayment or repurchase is not otherwise permitted by the terms of this Agreement;”

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(f)In the definition of “Consolidated Net Income” in each Combined Credit Agreement:

(i)    Clause (h) is hereby amended to read as follows:

“(h)    any fees and expenses incurred in connection with (i) the proposed Barnett Shale Transaction in an aggregate amount not to exceed $9,000,000 (it being understood that such transaction refers to the contemplated MLP transaction in respect of the MLP Barnett Shale Assets and does not refer to the Barnett Shale Joint Venture), (ii) the Second Omnibus Amendment and (iii) the Fourth Omnibus Amendment;”

(ii)    clause (k) is hereby amended by deleting the word “and” at the end thereof, clause (l) is hereby amended by replacing the period at the end thereof with “; and” and the following new clause (m) is hereby added:

“(m)    any expense due to the replacement of letters of credit provided in favor of NOVA Gas Transmission Ltd. or its affiliates in connection with the construction of the Horn River Mainline (Komie North Section) with cash in an aggregate amount not to exceed $14,000,000 net of any gains in connection with a refund or return of such cash.”

(g)The definition of “Maturity Date” in each Combined Credit Agreement is hereby amended to read as follows:

““Maturity Date” means the earliest of (a) September 6, 2016 (the “Scheduled Maturity Date”), (b) ninety-one (91) days prior to the maturity of the Existing 2015 Senior Notes if the Existing 2015 Senior Notes are not repurchased, redeemed and/or refinanced to have a termination date of at least ninety-one (91) days after the Scheduled Maturity Date, (c) ninety-one (91) days prior to the maturity of the Existing Subordinate Notes if the Existing Subordinate Notes are not repurchased, redeemed and/or refinanced to have a termination date at least ninety-one (91) days after the Scheduled Maturity Date, (d) ninety-one (91) days prior to the maturity of the Existing 2016 Senior Notes if the Existing 2016 Senior Notes are not repurchased, redeemed and/or refinanced to have a termination date at least ninety-one (91) days after the Scheduled Maturity Date or (e) ninety-one (91) days prior to the maturity of the Permitted Second Lien Debt if the Permitted Second Lien Debt is not repurchased, redeemed and/or refinanced to have a termination date at least ninety-one (91) days after the Scheduled Maturity Date.”

(h)The definition of “Senior Secured Debt” in each Combined Credit Agreement is hereby amended to add the words “or Permitted Second Lien Debt” immediately after the words “Existing Debt”.

2.2Amendment to Section 4.01—Payments by the Borrower. The last sentence of Section 4.01 of the U.S. Credit Agreement is amended to read “All payments hereunder shall be made in the Agreed Currency”.

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2.3Amendments to Section 8.01—Notice of Springing Maturity Date. Section 8.01 of each Combined Credit Agreements is hereby amended by adding the following new Section 8.01(i):

“(i)    Second Lien Springing Maturity Date. Written notice of an expected springing maturity date for Permitted Second Lien Debt 187 days prior to the maturity of any Existing Debt or Permitted Additional Debt (it being understood that such notice is intended to provide 5 days prior notice of the Maturity Date occurring hereunder due to an expected springing maturity of Permitted Second Lien Debt).”

2.4Amendments to Section 8.02—Notice of Material Events. Section 8.02 of each Combined Credit Agreements is hereby amended by (a) deleting the word “and” at the end of clause (b) thereto, (b) replacing the period at the end of clause (c) with a semicolon, (c) replacing the period at the end of clause (d) with “; and” and (d) adding the following new Section 8.02(e):

“(e)    any notice of default under the Second Lien Debt Documents or any indenture or other relevant documentation for the Existing Debt and Permitted Additional Debt.”

2.5Amendment to Section 8.11—Reserve Reports.

(a)Section 8.11(d)(y)(i) of each Combined Credit Agreement is hereby amended by replacing “80%” with “87.5%”.

2.6Amendment to Section 8.13—Additional Collateral; Additional Guarantors; Release of Certain Guarantors/Collateral.

(a)Section 8.13(a)(y) of each Combined Credit Agreement is hereby amended by replacing “80%” with “87.5%”.

(b)Section 8.13(c)(i)(C) of the U.S. Credit Agreement is hereby amended to add the words “or any Permitted Second Lien Debt” before the semicolon.

(c)Section 8.13(c)(i) of the Canadian Credit Agreement is hereby amended to read: “any Person that is a Guarantor under the U.S. Guaranty Agreement;”.

(d)Section 8.13 of the U.S. Credit Agreement is hereby amended by adding the following new Section 8.13(e):

“(e)    The Borrower shall or shall cause QRCI to undertake any action hereunder that each is required to undertake under Section 8.13(a)(y) of the Canadian Credit Agreement.”

(e)Section 8.13 of the U.S. Credit Agreement is hereby amended by adding the following new Section 8.13(f):

“(f)    The Borrower agrees that it will not, and will not permit any Subsidiary, to grant a Lien on any Property to secure the Permitted Second Lien Debt for which a valid, perfected first priority Lien does not exist on such Property in favor of the Secured Parties, without

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first (i) giving ten (10) days’ prior written notice to the Global Administrative Agent (or such shorter time as the Global Administrative Agent may agree) thereof and (ii) granting to the (x) Global Administrative Agent a Lien to secure the Secured Indebtedness and (y) Canadian Administrative Agent a Lien to secure the Canadian Secured Indebtedness and, in each case, making such Lien a valid, perfected first priority Lien on such Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Global Administrative Agent or the Canadian Administrative Agent, as applicable, which is prior to any Lien granted in favor of any creditor in respect of Permitted Second Lien Debt and subject to a Second Lien Intercreditor Agreement. In connection therewith, the Borrower shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Global Administrative Agent or the Canadian Administrative Agent, as applicable.”

(f)Section 8.13 of the Canadian Credit Agreement is hereby amended by adding the following new Section 8.13(f):

“(f)    The Parent agrees that it will not, and will not permit any Subsidiary, to grant a Lien on any Property to secure the Permitted Second Lien Debt for which a valid, perfected first priority Lien does not exist on such Property in favor of the Secured Parties, without first (i) giving ten (10) days’ prior written notice to the Global Administrative Agent (or such shorter time as the Global Administrative Agent may agree) thereof and (ii) granting to the (x) Global Administrative Agent a Lien to secure the U.S. Secured Indebtedness and (y) Administrative Agent a Lien to secure the Secured Indebtedness and, in each case, making such Lien a valid, perfected first priority Lien on such Property pursuant to Security Instruments in form and substance reasonably satisfactory to the Global Administrative Agent or the Administrative Agent, as applicable, which is prior to any Lien granted in favor of any creditor in respect of Permitted Second Lien Debt and subject to a Second Lien Intercreditor Agreement. In connection therewith, the Parent shall, or shall cause its Subsidiaries to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Global Administrative Agent or the Administrative Agent, as applicable.”

2.7Amendments to Section 9.01(a)—Interest Coverage Ratio.

(a)Section 9.01(a) of the U.S. Credit Agreement is hereby amended to read:

“(a)    Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter set forth below, permit its ratio of (i) EBITDAX for the period of four fiscal quarters then ending to (ii) Cash Interest Expense for such period, to be less than the ratio set forth opposite such date:

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Fiscal Quarter Ending	Minimum Interest Coverage Ratio
June 30, 2013	1.25 to 1.0
September 30, 2013	1.25 to 1.0
December 31, 2013	1.25 to 1.0
March 31, 2014	1.20 to 1.0
June 30, 2014	1.15 to 1.0
September 30, 2014	1.10 to 1.0
December 31, 2014	1.10 to 1.0
March 31, 2015	1.10 to 1.0
June 30, 2015	1.15 to 1.0
September 30, 2015	1.15 to 1.0
December 31, 2015	1.20 to 1.0
March 31, 2016	1.50 to 1.0
June 30, 2016	2.00 to 1.0

(b)Section 9.01(a) of the Canadian Credit Agreement is hereby amended to read:

“(a)    Interest Coverage Ratio. The Parent will not, as of the last day of any fiscal quarter set forth below, permit its ratio of (i) EBITDAX for the period of four fiscal quarters then ending to (ii) Cash Interest Expense for such period, to be less than the ratio set forth opposite such date:

Fiscal Quarter Ending	Minimum Interest Coverage Ratio
June 30, 2013	1.25 to 1.0
September 30, 2013	1.25 to 1.0
December 31, 2013	1.25 to 1.0
March 31, 2014	1.20 to 1.0
June 30, 2014	1.15 to 1.0
September 30, 2014	1.10 to 1.0
December 31, 2014	1.10 to 1.0
March 31, 2015	1.10 to 1.0
June 30, 2015	1.15 to 1.0
September 30, 2015	1.15 to 1.0
December 31, 2015	1.20 to 1.0
March 31, 2016	1.50 to 1.0
June 30, 2016	2.00 to 1.0

2.8Amendments to Section 9.01(c)—Senior Secured Leverage Ratio.

(a)Section 9.01(c) of the U.S. Credit Agreement is hereby amended to read:

“(c)    Senior Secured Debt Ratio. The Borrower will not, as of the last day of any fiscal quarter, commencing with the fiscal quarter ending June 30, 2013, permit its ratio of (i)

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Senior Secured Debt as of such day to (ii) EBITDAX for the period of four fiscal quarters then ending to be greater than 2.0 to 1.0.”

(b)Section 9.01(c) of the Canadian Credit Agreement is hereby amended to read:

“(c)    Senior Secured Debt Ratio. The Parent will not, as of the last day of any fiscal quarter, commencing with the fiscal quarter ending June 30, 2013, permit its ratio of (i) Senior Secured Debt as of such day to (ii) EBITDAX for the period of four fiscal quarters then ending to be greater than 2.0 to 1.0.”.

2.9Amendments to Section 9.02—Debt.

(a)Section 9.02(o) of each Combined Credit Agreement is hereby amended to read:

“(o) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in (except to cover customary fees, reasonable expenses, premiums or penalties)) any Debt described in clauses (d), (e), (j), (n) or (u) of this Section 9.02; provided, however, that (i) no Debt incurred under clauses (d), (e), (j) or (n) may be renewed, refinanced or extended as Permitted Second Lien Debt pursuant to this clause (o), (ii) any Debt incurred under clause (u) which is renewed, refinanced or extended hereunder shall comply with the first proviso of such clause (u) as if such renewal, refinancing or extension was an incurrence of Debt and (iii) any Debt incurred under clause (n) which is renewed, refinanced or extended hereunder shall comply with the proviso of such clause (n) as if such renewal, refinancing or extension was an incurrence of Debt, provided that clause (n)(vii) shall not apply to such renewed, refinanced or extended Debt;”

(b)Section 9.02 of the U.S. Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (s) thereto, (ii) deleting the period at the end of clause (t) and adding the phrase “; and” at the end thereto and (iii) adding the following new Section 9.02(u):

“(u)    Debt under the Second Lien Debt Documents incurred by the Borrower and any Guarantees thereof by a Guarantor (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), the principal amount of which Debt does not exceed the lesser of (x) $800,000,000 and (y) the initial principal amount of Permitted Second Lien Debt incurred under this Section 9.02(u); provided that (i) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, and along with clauses (ii) through (vii) below, as certified by a Financial Officer of the Borrower to the Global Administrative Agent, (ii) such Debt shall not have terms that are materially more restrictive than the terms of the Loan Documents (it being understood that in no event shall the Permitted Second Lien Debt contain a financial maintenance covenant), (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt does not have mandatory prepayment provisions (other than provisions with respect to asset sales or casualty events that satisfy clause (vi) below) that would result in such Debt being repaid prior to the Secured Indebtedness or Canadian Secured Indebtedness, (v) such

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Debt has a maturity no earlier than ninety-one (91) days after the Maturity Date, (vi) such Debt does not prohibit prior repayment of Loans or the Canadian Loans, (vii) such Debt shall be at all times subject to a Second Lien Intercreditor Agreement and the Secured Indebtedness and Canadian Secured Indebtedness shall be secured on a senior priority basis to such Debt, (viii) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), the Borrower and the Guarantors are solvent (as determined (A) conclusively by reference to a certificate of a Financial Officer delivered in connection with the incurrence of such Permitted Second Lien Debt, if such a certificate is delivered in connection with the incurrence of such Permitted Second Lien Debt or (B) conclusively by a certificate of a Financial Officer to the Global Administrative Agent certifying solvency in accordance with the requirements set forth in Section 7.18, if a solvency certificate is not delivered in connection with the incurrence of such Permitted Second Lien Debt) and (ix) the Global Administrative Agent shall have received (A) final drafts of a Second Lien Debt Agreement (and any other Second Lien Debt Documents reasonably requested by the Global Administrative Agent) two (2) Business Days prior to the incurrence of such Permitted Second Lien Debt, (B) executed copies of such Second Lien Debt Agreement upon the incurrence of such Debt and (C) promptly upon subsequent reasonable request by the Global Administrative Agent, any Second Lien Debt Documents;

provided further that on the later of (x) July 1, 2013 or (y) the forty-fifth (45^th) day after the closing date of the initial Second Lien Debt Agreement (such date, the “Adjustment Date”), (A) the Global Borrowing Base and U.S. Borrowing Base then in effect on the Adjustment Date shall be automatically reduced by an amount equal to the product of (1)(x) the stated principal amount of such Permitted Second Lien Debt minus (y) the sum of (I) any portion of proceeds thereof used to refinance or redeem Existing Debt and (II) the amount of any prepayment premiums or penalties paid in connection with such refinancing of Existing Debt and any fees (including original issue discount), costs and expenses paid in respect of such refinancing or the incurrence of such Permitted Second Lien Debt, not to exceed $75,000,000 in the aggregate for this clause (II) multiplied by (2) 0.25, and (B) the Global Borrowing Base and U.S. Borrowing Base as so reduced shall become the new Global Borrowing Base and U.S. Borrowing Base applicable to the Borrower, the Global Administrative Agent, the Issuing Bank and the Lenders until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(u), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount.”

(c)Section 9.02 of the Canadian Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (s) thereto, (ii) deleting the period at the end of clause (t) and adding the phrase “; and” at the end thereto and (iii) adding the following new Section 9.02(u):

“(u)    Debt under the Second Lien Debt Documents incurred by the Parent and any Guarantees thereof by a Guarantor (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), the principal amount of which Debt does

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not exceed the lesser of (x) $800,000,000 and (y) the initial principal amount of Permitted Second Lien Debt incurred under this Section 9.02(u); provided that (i) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, and along with clauses (ii) through (vii) below, as certified by a Financial Officer of the Parent to the Global Administrative Agent, (ii) such Debt shall not have terms that are materially more restrictive than the terms of the Loan Documents (it being understood that in no event shall the Permitted Second Lien Debt contain a financial maintenance covenant), (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt does not have mandatory prepayment provisions (other than provisions with respect to asset sales or casualty events that satisfy clause (vi) below) that would result in such Debt being repaid prior to the Secured Indebtedness or Canadian Secured Indebtedness, (v) such Debt has a maturity no earlier than ninety-one (91) days after the Maturity Date, (vi) such Debt does not prohibit prior repayment of U.S. Loans or the Loans, (vii) such Debt shall be at all times subject to a Second Lien Intercreditor Agreement and the U.S. Secured Indebtedness and Secured Indebtedness shall be secured on a senior priority basis to such Debt, (viii) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), the Parent and the Guarantors are solvent (as determined (A) conclusively by reference to a certificate of a Financial Officer delivered in connection with the incurrence of such Permitted Second Lien Debt, if such a certificate is delivered in connection with the incurrence of such Permitted Second Lien Debt or (B) conclusively by a certificate of a Financial Officer to the Global Administrative Agent certifying solvency in accordance with the requirements set forth in Section 7.18, if a solvency certificate is not delivered in connection with the incurrence of such Permitted Second Lien Debt) and (ix) the Global Administrative Agent shall have received (A) final drafts of a Second Lien Debt Agreement (and any other Second Lien Debt Documents reasonably requested by the Global Administrative Agent) two (2) Business Days prior to the incurrence of such Permitted Second Lien Debt, (B) executed copies of such Second Lien Debt Agreement upon the incurrence of such Debt and (C) promptly upon subsequent reasonable request by the Global Administrative Agent, any Second Lien Debt Documents;

provided further that on the later of (x) July 1, 2013 or (y) the forty-fifth (45th) day after the closing date of the initial Second Lien Debt Agreement (such date, the “Adjustment Date”), (A) the Global Borrowing Base and U.S. Borrowing Base then in effect on the Adjustment Date shall be automatically reduced by an amount equal to the product of (1)(x) the stated principal amount of such Permitted Second Lien Debt minus (y) the sum of (I) any portion of proceeds thereof used to refinance or redeem Existing Debt and (II) the amount of any prepayment premiums or penalties paid in connection with such refinancing of Existing Debt and any fees (including original issue discount), costs and expenses paid in respect of such refinancing or the incurrence of such Permitted Second Lien Debt, not to exceed $75,000,000 in the aggregate for this clause (II) multiplied by (2) 0.25, and (B) the Global Borrowing Base and U.S. Borrowing Base as so reduced shall become the new Global Borrowing Base and U.S. Borrowing Base applicable to the Parent, the Global Administrative Agent, the Administrative Agent, the Issuing Bank and the Lenders until the

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next redetermination or modification thereof hereunder. For purposes of this Section 9.02(u), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount.”

2.10Amendment to Section 9.03—Liens.

(a)Section 9.03 of U.S. Credit Agreement is hereby amended by adding the word “and” at the end of Section 9.03(m) and adding the following new Section 9.03(n):

“(m)    Liens on Property of the Borrower and the U.S. Guarantors securing the Permitted Second Lien Debt and any Guarantees thereof which are junior to the Liens securing the Secured Indebtedness and the Canadian Secured Indebtedness so long as both before and after giving effect to the incurrence of any such Lien, the Borrower is in compliance with Section 8.13(f) and has entered into a Second Lien Intercreditor Agreement.”

(b)Section 9.03 of Canadian Credit Agreement is hereby amended by adding the word “and” at the end of Section 9.03(m) and adding the following new Section 9.03(n):

“(m)    Liens on Property of the Parent and the U.S. Guarantors securing the Permitted Second Lien Debt and any Guarantees thereof which are junior to the Liens securing the U.S. Secured Indebtedness and Secured Indebtedness so long as both before and after giving effect to the incurrence of any such Lien, the Parent is in compliance with Section 8.13(f) and has entered into a Second Lien Intercreditor Agreement.”

2.11Amendments to Section 9.05—Repayment of Debt; Amendment of Indentures and Second Lien Debt Documents.

(a)Section 9.05 of the Combined Credit Agreements is hereby amended by amending the heading of Section 9.05 to read as follows: “Repayment of Debt; Amendment of Indentures and Second Lien Debt Agreement”,

(b)Section 9.05(a) of the Combined Credit Agreements is hereby amended by adding the words “, Permitted Second Lien Debt,” immediately after the first instance of the words “Existing Debt”.

(c)Section 9.05(a)(I) of the Combined Credit Agreements is hereby amended by adding the words “, Permitted Second Lien Debt” immediately after the words “Existing Debt”.

(d)Section 9.05(a)(II) of the Combined Credit Agreements is hereby amended by adding the words “, Permitted Second Lien Debt” immediately after the words “(other than the Existing Subordinated Notes and Existing Convertible Debentures)”.

(e)Section 9.05(a)(III)(i) of the Combined Credit Agreements is hereby amended by adding the words “, Permitted Second Lien Debt” immediately after the first instance of the words “Existing Debt”.

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(f)Section 9.05(a)(III)(ii) of the Combined Credit Agreements is hereby amended by adding the words “, Permitted Second Lien Debt” immediately after the first instance of the words “Existing Debt” and adding the word “and” to the end thereof.

(g)Section 9.05 of the U.S. Credit Agreement is hereby amended by adding the following new Section 9.05(a)(III)(iii):

“(iii)    Redeem Existing Debt or Permitted Additional Debt using the net cash proceeds from (A) the sale of assets permitted by Section 9.10 and (B) the issuance of the Permitted Second Lien Debt if, in each case, (1) no Default has occurred and is continuing at the time such Redemption is made or would result from the making of such Redemption, (2) the Global Borrowing Base Utilization Percentage, after giving effect to the making of such Redemption, is less than 75% (it being understood that for purposes of this clause (2) any amount of Combined LC Exposure that has been cash collateralized in a manner satisfactory to each Issuing Bank and the Administrative Agent shall be deemed not to constitute Combined Credit Exposure for purposes of determining the Global Borrowing Base Utilization Percentage), (3) no Global Borrowing Base Deficiency or U.S. Borrowing Base Deficiency has occurred and is continuing at the time such Redemption is made and (4) after giving effect to such Redemption, the Borrower is in pro forma compliance with Section 9.01.”

(h)Section 9.05 of the Canadian Credit Agreement is hereby amended by adding the following new Section 9.05(a)(III)(iii):

“(iii)    Redeem Existing Debt or Permitted Additional Debt using the net cash proceeds from (A) the sale of assets permitted by Section 9.10 and (B) the issuance of the Permitted Second Lien Debt if, in each case, (1) no Default has occurred and is continuing at the time such Redemption is made or would result from the making of such Redemption, (2) the Global Borrowing Base Utilization Percentage, after giving effect to the making of such Redemption, is less than 75% (it being understood that for purposes of this clause (2) any amount of Combined LC Exposure that has been cash collateralized in a manner satisfactory to each Issuing Bank and the Administrative Agent shall be deemed not to constitute Combined Credit Exposure for purposes of determining the Global Borrowing Base Utilization Percentage), (3) no Global Borrowing Base Deficiency or U.S. Borrowing Base Deficiency has occurred and is continuing at the time such Redemption is made and (4) after giving effect to such Redemption, the Parent is in pro forma compliance with Section 9.01.”

(i)Section 9.05(b) of the Combined Credit Agreements is hereby amended by (i) adding the words “, Permitted Second Lien Debt” immediately after each instance of the words “Existing Debt” and (ii) adding the proviso “; provided that no such consent shall be required with respect to any one-time consent or similar fee paid to the holders of the Existing Debt in connection with the refinancing of the Existing Subordinated Notes in an amount not to exceed $15,000,000 in the aggregate” immediately after the end of the parenthetical in clause (ii) thereof.

2.12Section 9.10—Sales of Properties and Termination of Oil and Gas Swap Agreements.

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(a)Section 9.10(d) of each Combined Credit Agreement is hereby amended by adding the words “and Oil and Gas Properties disposed of pursuant to the Barnett Shale Joint Venture to the extent set forth in Section 9.10(j)” after each instance of the words “excluding the MLP Barnett Shale Assets”.

(b)Section 9.10 of each Combined Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (h) thereto, (b) replacing the period at the end of clause (i) with “; and” and (c) adding the following new Section 9.10(j):

“(j)    transfers and other dispositions of Oil and Gas Properties pursuant to the Barnett Shale Joint Venture; provided that upon the consummation of the Barnett Shale Joint Venture, the Global Borrowing Base and the U.S. Borrowing Base shall be automatically reduced so that the amount of the Global Borrowing Base shall be $350,000,000 and the amount of the U.S. Borrowing Base shall be $275,000,000 (where the Allocated U.S. Borrowing Base and an Allocated Canadian Borrowing Base shall be as set forth in an allocation notice delivered in accordance with Section 12.22 substantially concurrently with the consummation of the Barnett Shale Joint Venture) subject to (i) the Barnett Shale Joint Venture being consummated in accordance with the Barnett Shale PSA and all other related documentation (without amendment, modification or waiver thereof which is material and adverse to the Lenders without the consent of the Majority Lenders which shall not be unreasonably withheld) and (ii) the Global Administrative Agent having received any adjustment statement in respect of the “Base Purchase Price” (as defined in the Barnett Shale PSA) delivered pursuant to the Barnett Shale PSA within five (5) Business Days of the delivery of such adjustment statement pursuant to the Barnett Shale PSA, until any subsequent redetermination thereof or adjustment thereto.”

2.13Amendment to Section 9.11—Transactions with Affiliates. The proviso of Section 9.11 of the Combined Credit Agreements is hereby amended to read as follows:

“provided that any transaction with any Affiliate as contemplated by the Midstream Joint Venture (including the ongoing transactions contemplated thereunder) shall be permitted.”

2.14Amendment to Section 9.12—Negative Pledge Agreements; Dividend Restrictions. Section 9.12 of the Combined Credit Agreements is hereby amended by replacing the words “this Agreement or the Security Instruments” in clause (a) with the words “this Agreement, the Security Instruments or the Second Lien Debt Documents”.

2.15Amendment to Article 11—The Agents. Article XI of each Combined Credit Agreement is hereby amended by adding the following new Section 11.12:

“Section 11.12Second Lien Intercreditor Agreement. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 12.04) hereby authorizes and directs the Global Administrative Agent to enter into a Second Lien Intercreditor Agreement on behalf of such Lender and agrees that it may take such actions on its behalf as is contemplated by the terms of such Second Lien Intercreditor Agreement.”

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2.16Amendments to Selected Definitions. (a) The words “clause ()” in clause (g) of the definition of Excepted Liens in the U.S. Credit Agreement are replaced with “clause (g)”. (b) The words “clause ()” in clause (e) of the definition of Permitted Holders in the U.S. Credit Agreement are replaced with “clause (c)”. (c) The words “including and 8.13Section Section 9.10” in the definition of Reserve Report in the U.S Credit Agreement are replaced with “including Section 8.13 and Section 9.10”. (d) Clause (x) of the definition of Prime Rate in the U.S. Credit Agreement is deleted and the words “such rate” are inserted at the beginning of clause (y) of such definition.

2.17Borrowing Base Allocation Notices.

(a)The list of exhibits to each of the Combined Credit Agreements is hereby amended to add a reference to Annex 1 hereto, which shall be entitled “EXHIBIT I Form of Borrowing Base Allocation Notice” in the case of the U.S. Credit Agreement and “EXHIBIT H Form of Borrowing Base Allocation Notice” in the case of the Canadian Credit Agreement.

(b)Article XII of the U.S. Credit Agreement is hereby amended by adding the following new Section 12.22:

“Section 12.22 Borrowing Base Allocation Notice. Each Borrowing Base Allocation Notice or Discretionary Borrowing Base Allocation Notice delivered by the Borrower to the Global Administrative Agent shall be in the form of Exhibit I or such other form as the Global Administrative Agent may agree.”

(c)Article XII of the Canadian Credit Agreement is hereby amended by adding the following new Section 12.22:

“Section 12.22 Borrowing Base Allocation Notice. Each Borrowing Base Allocation Notice or Discretionary Borrowing Base Allocation Notice delivered by the Parent to the Global Administrative Agent shall be in the form of Exhibit H or such other form as the Global Administrative Agent may agree.”

Section 3.Amendments to U.S. Guaranty and Canadian Guaranty.

3.1The U.S. Guaranty is hereby amended by allowing the following new Section 23:

“23.    Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by the Borrower or any U.S. Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 23, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 23 shall remain in full force and effect until all of the Secured Indebtedness is Paid In Full In Cash. Each Qualified Keepwell Provider intends that this Section 23 constitute, and this

16

Section 23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower or any U.S. Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

As used in this Guaranty, (a) “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, (b) “Qualified Keepwell Provider” means, in respect of any Swap Obligation, the Borrower and each U.S. Guarantor that, at the time the relevant Guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Agreement with a Secured Swap Party at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act, (c) “Swap Obligation” means, with respect to the Borrower and each U.S. Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act and (d) “Paid In Full In Cash” means (i) the irrevocable and indefeasible payment in full in cash of all principal, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Combined Loans outstanding under the Credit Agreement and the Canadian Credit Agreement, (ii) the payment in full in cash or posting of cash collateral in respect of all other obligations or amounts that are outstanding under the Credit Agreement and the Canadian Credit Agreement, including the posting of the cash collateral for outstanding Combined Letters of Credit as required by the terms of the Credit Agreement and the Canadian Credit Agreement, (iii) the termination of the Combined Commitments under the Credit Agreement and the Canadian Credit Agreement, (iv) payment in full in cash of all amounts due and payable under Bank Products Obligations and (v) payment in full in cash of all amounts due and payable under each Swap Agreement with a Secured Swap Party.”

3.2Section 20 of the Canadian Guaranty is hereby amended to read:

“20.    Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 20, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 20 shall remain in full force and effect until all of the Secured Indebtedness is Paid In Full In Cash. Each Qualified Keepwell Provider intends that this Section 20 constitute, and this Section 20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

17

As used in this Guaranty, (a) “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, (b) “Qualified Keepwell Provider” means, in respect of any Swap Obligation, each Credit Party that, at the time the relevant Guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Agreement with a Secured Swap Party, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act, (c) “Swap Obligation” means, with respect to each Credit Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, and (d) “Paid In Full In Cash” means (i) the irrevocable and indefeasible payment in full in cash of all principal, interest (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Combined Loans outstanding under the Credit Agreement and U.S. Credit Agreement, (ii) the payment in full in cash or posting of cash collateral in respect of all other obligations or amounts that are outstanding under the Credit Agreement and U.S. Credit Agreement, including the posting of the cash collateral for outstanding Combined Letters of Credit as required by the terms of the Credit Agreement and U.S. Credit Agreement, (iii) the termination of the Combined Commitments under the Credit Agreement and U.S. Credit Agreement, (iv) payment in full in cash of all amounts due and payable under Bank Products Obligations and (v) payment in full in cash of all amounts due and payable under each Swap Agreement with a Secured Swap Party.”

Section 4.Conditions Precedent.

4.1This Amendment shall not become effective until the date on which each of the following conditions is satisfied (the “Fourth Amendment Effective Date”):

(a)The Global Administrative Agent shall have received from each of the Combined Borrowers, the Guarantors, the Majority Lenders, the Global Administrative Agent and the Canadian Administrative Agent counterparts of this Amendment signed on behalf of each such Person.

(b)A Responsible Officer of each Combined Borrower shall have provided a certificate to the Global Administrative Agent in form and substance reasonably acceptable to the Global Administrative Agent certifying that (i) the consummation of the Barnett Shale Joint Venture shall have occurred, (ii) no Default shall have occurred or be continuing under Section 9.10(j) of the Combined Credit Agreements or would result from the consummation of the Barnett Shale Joint Venture, (iii) no Global Borrowing Base Deficiency or U.S. Borrowing Base Deficiency shall exist after giving effect to the consummation of the Barnett Shale Joint Venture and any substantially concurrent repayment of the Loans with the proceeds thereof occurring no later than one (1) Business Day after such consummation and (iv) after giving effect to the consummation of the Barnett Shale

18

Joint Venture, (A) the Security Instruments and Canadian Security Instruments create first priority, perfected Liens (subject only to Permitted Liens) on at least 87.5% of the total value of the Proved Hydrocarbon Interests of the Borrower and the Guarantors evaluated in each of the most recently delivered Reserve Report and Canadian Reserve Report and (B) the Global Administrative Agent shall have received title information setting forth the status of title to at least 75% of the total value of the Proved Hydrocarbon Interests of the Borrower and the Guarantors evaluated in each of the most recently delivered Reserve Report and Canadian Reserve Report.

(c)The Combined Borrowers shall have paid all amounts due and payable in connection with this Amendment on or prior to the Fourth Amendment Effective Date, including, (i) to the extent invoiced at least one (1) Business Day prior to such date, all documented out-of-pocket expenses required to be reimbursed or paid by the Combined Borrowers under the Combined Credit Agreements and (ii) all consent fees owing under the Consent Fee Letter dated the date hereof between the U.S. Borrower and the Global Administrative Agent.

Section 5.Miscellaneous.

5.1Confirmation. All of the terms and provisions of the Combined Credit Agreements, as amended by this Amendment, are, and shall remain, in full force and effect following the effectiveness of this Amendment.

5.2Ratification and Affirmation; Representations and Warranties. Each Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Fourth Amendment Effective Date, except that to the extent any such representations and warranties are (x) expressly limited to an earlier date, in which case, on the Fourth Amendment Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respects and (ii) no Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the Fourth Amendment Effective Date. Each Guarantor (as defined in the applicable Combined Credit Agreement) (i) acknowledges the terms of this Amendment and (ii) ratifies and affirms (A) its respective obligations under the Loan Documents to which it is a party (including its guarantee obligations under the applicable Guaranty Agreement (as defined in the applicable Combined Credit Agreement) to which it is a party as amended hereby), all of which shall continue in full force and effect and (B) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Secured Indebtedness or Canadian Secured Indebtedness, as the case may be, in accordance with the terms thereof, in each case, after giving effect to this

19

Amendment. This Amendment and each prior amendment to the Combined Credit Agreements is a Loan Document.

5.3Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

5.4Governing Law, Jurisdiction, etc. Sections 12.09 and 12.18 of the Canadian Credit Agreement shall be incorporated herein mutatis mutandis as this Amendment relates to the Canadian Credit Agreement and Sections 12.09 and 12.18 of the U.S. Credit Agreement shall be incorporated herein mutatis mutandis as this Amendment relates to the U.S. Credit Agreement.

[SIGNATURES BEGIN NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

QUICKSILVER RESOURCES INC., a Delaware corporation

By: /s/ Vanessa Gomez LaGatta    
Name: Vanessa Gomez LaGatta
Title: Vice President - Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

QUICKSILVER RESOURCES CANADA INC., an Alberta, Canada corporation

By: /s/ Vanessa Gomez LaGatta    
Name: Vanessa Gomez LaGatta
Title: Vice President - Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

With respect to Sections 3 and 5 hereof:

COWTOWN PIPELINE MANAGEMENT, INC., a Texas corporation

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

COWTOWN PIPELINE FUNDING, INC., a Delaware corporation

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

COWTOWN GAS PROCESSING L.P., a Texas limited partnership

By: Cowtown Pipeline Management, Inc., its general partner

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

COWTOWN PIPELINE L.P., a Texas limited partnership

By: Cowtown Pipeline Management, Inc., its general partner

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

BARNETT SHALE OPERATING LLC, a Delaware limited liability company

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

SILVER STREAM PIPELINE COMPANY LLC., a Delaware limited liability company

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

QPP HOLDINGS LLC, a Delaware limited liability company

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

QPP PARENT LLC, a Delaware limited liability company

By: /s/ Vanessa Gomez LaGatta  
Name: Vanessa Gomez LaGatta

        Title: Vice President - Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

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

By: /s/ David Morris    
Name: David Morris
Title: Authorized Officer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

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

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

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

BANK OF AMERICA, N.A., as a Lender under the U.S. Credit Agreement

By: /s/ Ronald E. McKaig    
Name: Ronald E. McKaig    
Title: Managing Director    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

BANK OF AMERICA, N.A., (by its Canada Branch) as a Lender under the Canadian Credit Agreement

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

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

BRANCH BANKING & TRUST COMPANY, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement

By: /s/ Parul June    
Name: Parul June    
Title: Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender under the Canadian Credit Agreement

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

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

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

CIBC INC., as a Lender under the U.S. Credit Agreement

By: /s/ Trudy Nelson    
Name: Trudy Nelson    
Title: Authorized Signatory    

By: /s/ Richard Antl    
Name: Richard Antl    
Title: Authorized Signatory    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

CITIBANK, N.A., as a Lender under the U.S. Credit Agreement

By: /s/ P.R. Ballard        
Name: P.R Ballard
Title: MD

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

CITIBANK, N.A., CANADIAN BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Jonathan Cain    
Name: Jonathan Cain    
Title: Authorized Signatory    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

COMERICA BANK, as a Lender under the U.S. Credit Agreement

By: /s/ Katya Evseev        
Name: Katya Evseev    
Title Assistant Vice President

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

COMERICA BANK, CANADA BRANCH, as a Lender under the Canadian Credit Agreement

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

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

COMPASS BANK, as a Lender under the U.S. Credit Agreement

By: /s/ Umar Hassan         
Name: Umar Hassan    
Title: Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement

By: /s/ Darrell Stanley        
Name: Darrell Stanley    
Title: Managing Director

By: /s/ Ting Lee        
Name: Ting Lee    
Title: Director

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender under the U.S. Credit Agreement

By: /s/ Kevin Buddhdew        
Name:    Kevin Buddhdew
Title:    Authorized Signatory

By: /s/ Michael Spaight        
Name:    Michael Spaight
Title:    Authorized Signatory

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

CREDIT SUISSE AG, TORONTO BRANCH, as a Lender under the Canadian Credit Agreement

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

By: /s/ Chris Gage    
Name: Chris Gage    
Title: Chief Financial Officer    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender under the U.S. Credit Agreement

By: /s/ Marcus M. Tarkington        
Name:    Marcus M. Tarkington
Title:    Director

By: /s/ Anca Trifan        
Name:    Anca Trifan
Title:    Managing Director

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

DEUTSCHE BANK AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ David Gynn        
Name:    David Gynn
Title:    Chief Financial Officer

By: /s/ Marcellus Leung    
Name: Marcellus Leung    
Title: Assistant Vice President    

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

EXPORT DEVELOPMENT CANADA, as a Lender under the U.S. Credit Agreement

By: /s/ Richard Leong        
Name:    Richard Leong
Title:    Asset Manager

By: /s/ Talal M. Kairouz        
Name:    Talal M. Kairouz
Title:    Senior Asset Manager

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

GOLDMAN SACHS BANK USA, as a Lender under the U.S. Credit Agreement

By: /s/ Michelle Latzoni        
Name:    Michelle Latzoni
Title:    Authorized Signatory

KEYBANK, NATIONAL ASSOCIATION, as a Lender under the U.S. Credit Agreement

By: /s/ Chulley Bogle        
Name:    Chulley Bogle
Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender under the U.S. Credit Agreement

By: /s/ Shuji Yabe        
Name:    Shuji Yabe
Title:    Managing Director

THE BANK OF NOVA SCOTIA, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement

By: /s/ Terry Donovan    
Name: Terry Donovan    
Title: Managing Director    

THE ROYAL BANK OF SCOTLAND plc, as a Lender under the U.S. Credit Agreement

By: /s/ Sanjay Remond        
Name:    Sanjay Remond
Title:    Director

THE ROYAL BANK OF SCOTLAND N.V., (CANADA) BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Shehan J. De Silva        
Name:    Shehan J. De Silva
Title:    Vice President

By: /s/ David R. Wingfelder        
Name:    David R. Wingfelder
Title:    Managing Director

TORONTO DOMINION (NEW YORK) LLC, as a Lender under the U.S. Credit Agreement

By: /s/ Marie Fernandes        
Name:    Marie Fernandes
Title:    Authorized Signatory

THE TORONTO-DOMINION BANK, as a Lender under the Canadian Credit Agreement

By: /s/ Marie Fernandes        
Name:    Marie Fernandes
Title:    Authorized Signatory

U.S. BANK NATIONAL ASSOCIATION, as a Lender under the U.S. Credit Agreement

By: /s/ John C. Springer        
Name:    John C. Springer
Title:    Vice President

UBS LOAN FINANCE LLC, as a Lender under the U.S. Credit Agreement

By: /s/ Lana Gifas        
Name:    Lana Gifas
Title:    Director

By: /s/ Joselin Fernandes        
Name:    Joselin Fernandes
Title:    Associate Director

UBS AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement

By: /s/ Lana Gifas        
Name:    Lana Gifas
Title:    Director

By: /s/ Joselin Fernandes        
Name:    Joselin Fernandes
Title:    Associate Director

WELLS FARGO BANK, N.A., as a Lender under the U.S. Credit Agreement

By: /s/ E. Pak        
Name:    E. Pak
Title: Director

WELLS FARGO FINANCIAL CORPORATION CANADA, as a Lender under the Canadian Credit Agreement

By: /s/ Edward Pak        
Name:    Edward Pak
Title: Director

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 4 TO

COMBINED CREDIT AGREEMENTS

ANNEX 1

FORM OF [DISCRETIONARY]¹ BORROWING BASE ALLOCATION NOTICE

[                ], 201[_]

Quicksilver Resources Inc., a Delaware corporation (“QRI”), pursuant to (a) Section 2.07(e)(i) and Section 2.07(e)(ii) of the Amended and Restated Credit Agreement dated as of December 22, 2011 (together with all amendments, restatements, supplements or other modifications thereto, the “Canadian Credit Agreement”) among QRI, Quicksilver Resources Canada Inc., JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, JPMorgan Chase Bank, N.A., as Global Administrative Agent, and the other agents and lenders (the “Canadian Lenders”) which are or become parties thereto and (b) Section 2.07(e)(i) and Section 2.07(e)(ii) of the Amended and Restated Credit Agreement dated as of December 22, 2011 (together with all amendments, restatements, supplements or other modifications thereto, the “U.S. Credit Agreement”) among the QRI, JPMorgan Chase Bank, N.A., as Global Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become parties thereto, provides this notice (the “Notice”) to the Global Administrative Agent and Canadian Administrative Agent to certify the following:

(a)This Notice is a [Discretionary] Borrowing Base Allocation Notice delivered in accordance with, and satisfying the requirements of, Section 2.07(e)[(i)][(ii)].

(b)The amount of the U.S. Borrowing Base to be allocated to support the availability of Canadian Revolving Credit Exposure shall be $[_______________].

(c)After giving effect to such reallocation, the Allocated U.S. Borrowing Base shall be $[_______________] and the Allocated Canadian Borrowing Base shall be $[_______________].

(d)The reallocation requested by this Notice is requested to occur on [DATE].

(e)After giving effect to such reallocation, for each Canadian Lender, such Canadian Lender’s Applicable Percentage (as defined in the Canadian Credit Agreement) of the Allocated Canadian Borrowing Base as requested hereby does not exceed such Canadian Lender’s Combined Applicable Percentage of the Global Borrowing Base as determined as of the date of the requested reallocation.

Unless otherwise defined herein, each capitalized term used herein which is not defined has the same meaning herein as ascribed to such term in the U.S. Credit Agreement.

The undersigned certifies that he/she is a Responsible Officer of the QRI, and that as such he/she is authorized to execute this certificate on behalf of the QRI.

^[1]Choose if Notice is provided pursuant to Section 2.07(e)(ii).

Executed as of the date first written above:

QUICKSILVER RESOURCES INC.

By:

Name:

Title:

Borrowing Base Allocation Notice

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Glenn Darden, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quicksilver Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2013

/s/ Glenn Darden

Glenn Darden

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John C. Regan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quicksilver Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2013

/s/ John C. Regan

John C. Regan

Senior Vice President – Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the Quarterly Report on Form 10-Q of Quicksilver Resources Inc. (the “Company”) for the quarter ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John C. Regan, Senior Vice President – Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, and Glenn Darden, President and Chief Executive Officer of the Company, each certifies that, to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: August 8, 2013

By:	/s/ John C. Regan	By:	/s/ Glenn Darden
	John C. Regan		Glenn Darden
	Senior Vice President – Chief Financial Officer		President and Chief Executive Officer
	(Principal Financial and Accounting Officer)

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Quicksilver Stockholders' Equity

6 Months Ended

Jun. 30, 2013

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Quicksilver Stockholders' Equity

QUICKSILVER STOCKHOLDERS’ EQUITY

Common Stock, Preferred Stock and Treasury Stock

We are authorized to issue 400 million shares of common stock with a $0.01 par value per share and 10 million shares of preferred stock with a $0.01 par value per share. At June 30, 2013 and December 31, 2012, we had 176.5 million and 173.1 million shares of common stock outstanding, respectively.

On May 15, 2013, our stockholders approved an amendment to the 2006 Equity Plan, which increased the shares available for issuance under the plan by 12 million shares. Note 17 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains additional information about our equity-based compensation plan.

Stock Options

Options to purchase shares of common stock were granted in 2013 with an estimated fair value of $0.9 million. The following summarizes the values from and assumptions for the Black-Scholes option pricing model for stock options issued during the six months ended June 30:

	2013	2012
Weighted avg grant date fair value	$0.99	$4.21
Weighted avg risk-free interest rate	0.44%	1.14%
Expected life	2.9 years	6.0 years
Wtd avg volatility	64.3%	68.2%
Expected dividends	—	—

The following table summarizes our stock option activity for the six months endedJune 30, 2013:

	Shares		Wtd Avg Exercise Price		Wtd Avg Remaining Contractual Life	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2013	4,979,980		$	10.23
Granted	888,197		2.33
Expired	(53,588	)	9.10
Outstanding at June 30, 2013	5,814,589		$	9.04	7.1	$	—
Exercisable at June 30, 2013	4,575,938		$	9.31	6.7	$	—

As of June 30, 2013, we estimate that a total of 5.7 million stock options will become vested including those options already exercisable. As of June 30, 2013, the unrecognized compensation cost related to outstanding unvested stock options was $2.9 million, which is expected to be recognized in expense through June 2015. Compensation expense related to stock options of $2.7 million and $3.4 million was recognized for each of the six months endedJune 30, 2013 and 2012, respectively.

Restricted Stock

The following table summarizes our restricted stock and stock unit activity for the six months endedJune 30, 2013:

	Payable in shares				Payable in cash
	Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value
Outstanding at January 1, 2013	3,099,135		$	8.48	678,217		$	7.71
Granted	5,133,495		2.96		1,322,352		2.97
Vested	(1,419,440	)	9.11		(271,864	)	8.32
Forfeited	(636,458	)	3.98		(183,721	)	3.94
Outstanding at June 30, 2013	6,176,732		$	4.21	1,544,984		$	3.99

As of June 30, 2013, the unrecognized compensation cost related to outstanding unvested restricted stock was $18.8 million, which is expected to be recognized in expense through March 2016. Grants of restricted stock and RSUs during the six months endedJune 30, 2013 had an estimated grant date fair value of $19.1 million. The fair value of outstanding RSUs to be settled in cash is $2.6 million at June 30, 2013. For the six months endedJune 30, 2013 and 2012, compensation expense of $10.0 million and $7.3 million, respectively, was recognized. The total fair value of shares vested during the six months endedJune 30, 2013 was $4.6 million.

In the 2nd quarter of 2013, the Company recognized $3.6 million in stock-based compensation to correct for assumptions on forfeitures and vesting for retirement eligible and imminently retirement eligible individuals, including $2.2 million which pertain to periods before 2013.

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Quicksilver Stockholders' Equity (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized	400,000,000	400,000,000		400,000,000
Shares of common stock outstanding	176,501,401	176,501,401		173,100,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	12,000,000
Common stock, par value	$ 0.01	$ 0.01		$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000		10,000,000
Preferred stock, shares outstanding	0	0		0
Preferred stock, par value	$ 0.01	$ 0.01		$ 0.01
Total intrinsic values of options	5,814,589	5,814,589		4,979,980
Common stock, shares issued	182,839,101	182,839,101		179,015,118
Treasury stock, shares	6,337,700	6,337,700		5,921,102
Immaterial Error Correction		3600	2200
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition		June 2015
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 18.8	$ 18.8
Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition		March 2016
Estimated grant date fair value		19.1
Fair value of RSUs settled in cash		2.6
Allocated Share-based Compensation Expense		10.0	7.3
Total fair value of shares vested		4.6
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options issued, fair value		0.9
Total intrinsic values of options	5,700,000	5,700,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	2.9	2.9
Allocated Share-based Compensation Expense		$ 2.7	$ 3.4

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.01	$ 0.01
Unevaluated costs of oil and gas properties	$ 281,875	$ 307,267
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	182,839,101	179,015,118
Treasury stock, shares	6,337,700	5,921,102

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Derivatives And Fair Value Measurements

6 Months Ended

Jun. 30, 2013

Credit Risk Derivatives, at Fair Value, Net [Abstract]

Derivatives And Fair Value Measurements

DERIVATIVES, MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS

The following table categorizes our commodity derivative instruments based upon the use of input levels:

	Asset Derivatives				Liability Derivatives
	June 30, 2013		December 31, 2012		June 30, 2013			December 31, 2012
	(in thousands)				(in thousands)
Level 2 inputs	$	163,299	$	207,042	$	(31	)	$	959
Level 3 inputs	7,851		11,595		17,724			16,526
Total	$	171,150	$	218,637	$	17,693		$	17,485

The fair value of “Level 2” derivative instruments included in these disclosures was estimated using prices quoted in active markets for the periods covered by the derivatives and the value reported by counterparties. The fair value of derivative instruments designated as “Level 3” was estimated using prices quoted in markets where there is insufficient market activity for consideration as “Level 2” instruments. Currently, only our natural gas derivatives with an original tenure of 10 years utilize “Level 3” inputs, primarily due to comparatively less market data available for the later portion of their term compared with our other shorter term derivatives. The fair value of both the “Level 2” and the “Level 3” assets and liabilities are determined using a discounted cash flow model using the terms of the derivative instrument, market prices for the periods covered by thederivatives, and the credit adjusted risk-free interest rates. The “Level 3” unobservable inputs are the market prices for the estimated market values for the period from 2018 to 2021, as there is not an active market for that period of time. These unobservable inputs included within the fair value calculation range from $3.56 to $6.32 and are based upon prices quoted in active markets for the period of time available and applying the differential from this period of time to the market prices for the later years in the term.

The following table identifies the changes in “Level 3” net asset derivative fair values for the periods indicated:

	For the Three Months Ended June 30,
	2013			2012
	(In thousands)
Balance at beginning of period	$	(9,037	)	$	21,587
Total gains (losses) for the period:
Unrealized gain (loss) on derivatives	556			35,197
Settlements in production revenue	—			(1,037		)
Settlements in net derivative gains (losses)	(1,392		)	(8,997		)
Unrealized gains reported in OCI	—			(1,405		)
Balance at end of period	$	(9,873	)	$	45,345
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	$	2,854		$	35,197

	For the Six Months Ended June 30,
	2013			2012
	(In thousands)
Balance at beginning of period	$	(4,931	)	$	150,989
Total gains (losses) for the period:
Unrealized gain (loss) on commodity hedges	538			35,525
Transfers out of Level 3	—			(153,418		)
Settlements in Production Revenue	—			(4,775		)
Settlements in Other Revenue	(5,480		)	(15,873		)
Unrealized gains reported in OCI	—			32,897
Balance at end of period	$	(9,873	)	$	45,345
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	$	2,762		$	35,525

In 2012, transfers from Level 3 to Level 2 represent our ten-year derivative instruments that were exchanged in January and February 2012 for derivative instruments with shorter durations and are valued on the date of the transfer.

Commodity Price Derivatives

As of June 30, 2013, we had natural gas swaps as follows:

Production Year	Daily Production Volume
	MMcfd
Remainder of 2013	200
2014	170
2015	150
2016-2021	40

Effective December 31, 2012, we discontinued the use of hedge accounting. Changes in value subsequent to this date are recognized in net derivative gains (losses) in the period in which they occur. The net deferred hedge gain that was included in AOCI as of December 31, 2012 is being released into revenue from natural gas, NGL and oil production during the following periods in which we expect the underlying production to occur as follows:

	(In thousands)
Remainder of 2013	$	32,377
2014	37,084
2015	33,191
2016	13,476
2017	12,531
2018 and thereafter	41,443
	$	170,102

Gains and losses from the effective portion of derivative assets and liabilities held in AOCI expected to be reclassified into earnings during the following twelve months would result in a gain of $51.6 million net of income taxes.

Interest Rate Derivatives

In 2010, we executed early settlements of our interest rate swaps that were designated as fair value hedges of our senior notes due 2015 and our senior subordinated notes. We received cash of $41.5 million in the settlements, including $10.7 million for interest previously accrued and earned. Upon the early settlements, we recorded the resulting gain as a fair value adjustment to our debt and began to recognize the deferred gain of $30.8 million as a reduction of interest expense over the lives of our senior notes due 2015 and our senior subordinated notes.

In June 2013, we repurchased substantially all our senior notes due 2015 resulting in early recognition of the previously deferred gain of $8.3 million. During the six months endedJune 30, 2013 and 2012, we recognized $11.0 million and $2.5 million, respectively, of those deferred gains as a reduction of interest expense. The remaining $5.8 million deferral of the 2010 early settlements from the senior subordinated notes interest rate swaps will continue to be recognized as a reduction of interest expense over the life of those instruments currently scheduled as follows:

	(In thousands)
Remainder of 2013	$	965
2014	2,039
2015	2,194
2016	569
	$	5,767

Fair Value Disclosures

The estimated fair values of our derivative instruments at June 30, 2013 and December 31, 2012 were as follows:

	Asset Derivatives				Liability Derivatives
	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
	(In thousands)				(In thousands)
Derivatives not designated as hedges:
Commodity contracts reported in:
Current derivative assets	$	70,009	$	113,367	$	—	$	—
Noncurrent derivative assets	103,915		107,542		2,774		2,272
Current derivative liabilities	—		—		—		—
Noncurrent derivative liabilities	315		92		18,008		17,577
Total derivatives not designated as hedges	$	174,239	$	221,001	$	20,782	$	19,849

Derivative assets and liabilities shown in the table above are presented as gross assets and liabilities, without regard to master netting arrangements which are considered in the presentations of derivative assets and liabilities in the accompanying condensed consolidated balance sheets. The change in carrying value of our commodity price derivatives since December 31, 2012 principally resulted from the overall increase in market prices for natural gas relative to the prices in our open derivative instruments, offset by settlements during the period.

The changes in the carrying value of our derivatives accounted for as hedges for the three and six months ended June 30, 2012 are presented below:

	For the Three Months Ended June 30,
	2012
	Commodity Hedges
	(In thousands)
Derivative fair value at beginning of period	$	211,163
Settlements in production revenue	(49,999		)
Ineffectiveness reported in net derivative gains	6,810
Unrealized gains reported in OCI	8,752
Derivative fair value at end of period	$	176,726
	For the Six Months Ended June 30,
	2012
	Commodity Hedges
	(In thousands)
Derivative fair value at beginning of period	$	342,799
Settlements in production revenue	(91,736		)
Settlements in net derivative gains	(3,820		)
Ineffectiveness reported in net derivative gains	1,569
Unrealized gains reported in OCI	108,646
Derecognition of hedge	(180,732		)
Derivative fair value at end of period	$	176,726

Financial instruments not carried at fair value

Carrying values and fair values of financial instruments that are not carried at fair value in the consolidated balance sheet as of June 30, 2013 and December 31, 2012 are included in Note 5.

Investments

We have certain short-term marketable securities related to interest bearing time deposits and commercial paper. These held-to-maturity marketable securities are included in Cash and Cash Equivalents if the maturities at the time we made the investment were three months or less. For maturities greater than three months but less than a year, the marketable securities are included in current Marketable Securities. At June 30, 2013, we had the following marketable securities:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Net Carrying Value
	(In thousands)
Marketable securities (held-to-maturity)
Time deposits	$	19,880	$	15	$	—	$	19,895
Commercial paper	98,776		59		—		98,835
Marketable securities	$	118,656	$	74	$	—	$	118,730

We had no marketable securities at December 31, 2012.

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Property, Plant And Equipment (Tables)

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Schedule of Public Utility Property, Plant, and Equipment [Table Text Block]

	June 30, 2013			December 31, 2012
	(In thousands)
Oil and gas properties
Subject to depletion	$	5,639,725		$	5,770,913
Unevaluated costs	281,875			307,267
Accumulated depletion	(5,261,665		)	(5,297,220		)
Net oil and gas properties	659,935			780,960
Other plant and equipment
Pipelines and processing facilities	353,479			375,248
General properties	81,628			75,147
Accumulated depreciation	(202,192		)	(202,297		)
Net other property and equipment	232,915			248,098
Property, plant and equipment, net of accumulated depletion and depreciation	$	892,850		$	1,029,058

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Quicksilver Stockholders' Equity (Restricted Stock And Stock Unit Activity) (Details) (USD $)	6 Months Ended
	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period, Shares	4,979,980
Granted, Shares	888,197
Outstanding at end of period, Shares	5,814,589
Payable In Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period, Shares	3,099,135
Granted, Shares	5,133,495
Vested, Shares	(1,419,440)
Forfeited, Shares	(636,458)
Outstanding at end of period, Shares	6,176,732
Outstanding at beginning of period, Wtd Avg Grant Date Fair Value	$ 8.48
Granted, Wtd Avg Grant Date Fair Value	$ 2.96
Vested, Wtd Avg Grant Date Fair Value	$ 9.11
Forfeited, Wtd Avg Grant Date Fair Value	$ 3.98
Outstanding at end of period, Wtd Avg Grant Date Fair Value	$ 4.21
Payable In Cash [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period, Shares	678,217
Granted, Shares	1,322,352
Vested, Shares	(271,864)
Forfeited, Shares	(183,721)
Outstanding at end of period, Shares	1,544,984
Outstanding at beginning of period, Wtd Avg Grant Date Fair Value	$ 7.71
Granted, Wtd Avg Grant Date Fair Value	$ 2.97
Vested, Wtd Avg Grant Date Fair Value	$ 8.32
Forfeited, Wtd Avg Grant Date Fair Value	$ 3.94
Outstanding at end of period, Wtd Avg Grant Date Fair Value	$ 3.99

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Earnings Per Share

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net income (loss) per common share.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
				(Restated)
	(In thousands, except per share data)
Net income (loss) attributable to Quicksilver	$	242,523		$	(802,022	)	$	182,818		$	(1,013,587	)
Basic income allocable to participating securities (1)	(7,020		)	—			$	(5,126	)	$	—
Income (loss) available to shareholders	$	235,503		$	(802,022	)	$	177,692		$	(1,013,587	)
Weighted average common shares – basic	171,357			170,043			171,261			169,991
Effect of dilutive securities (2)
Share-based compensation awards	5			—			4			—
Weighted average common shares – diluted	171,362			170,043			171,265			169,991
Earnings (loss) per common share – basic	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)
Earnings (loss) per common share – diluted	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)

⁽¹⁾  Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

⁽²⁾  For the three months ended June 30, 2013, 5.3 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the three months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2013, 5.2 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation.

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Long-Term Debt Long-Term Debt (Minimum Required Interest Coverage Ratio) (Details) (Minimum [Member], Combined Credit Agreements [Member])	6 Months Ended
	Jun. 30, 2013
Q2 2013 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.25
Q3 2013 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.25
Q4 2013 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.25
Q1 2014 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.20
Q2 2014 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.15
Q3 2014 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.10
Q4 2014 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.10
Q1 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.10
Q2 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.15
Q3 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.15
Q4 2015 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.20
Q1 2016 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	1.50
Q2 2016 [Member]
Debt Instrument [Line Items]
Interest coverage ratio	2.0

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Earnings Per Share (Reconciliation Of Components Used To Compute Basic And Diluted Net Income Per Common Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended				6 Months Ended				9 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012		Sep. 30, 2011
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income (loss) attributable to Quicksilver	$ 242,523		$ (802,022)		$ 182,818		$ (1,013,587)
Undistributed Earnings Allocated to Participating Securities	(7,020)	[1]	0	[1]	(5,126)	[1]	0	[1]
Income (loss) available to shareholders	$ 235,503		$ (802,022)		$ 177,692		$ (1,013,587)
Weighted average common shares - basic	171,357,000		170,043,000		171,261,000		169,991,000
Share-based compensation awards	5,000	[2]	0	[2]	4,000	[2]	0	[2]
Weighted average common shares - diluted	171,362,000	[2]	170,043,000	[2]	171,265,000	[2]			169,991,000	[2]
Earnings (loss) per common share - basic	$ 1.37		$ (4.72)	[3]	$ 1.04		$ (5.96)	[3]
Earnings (loss) per common share - diluted	$ 1.37	[2]	$ (4.72)	[2],[3]	$ 1.04	[2]	$ (5.96)	[2],[3]
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from the diluted share calculation	5,300,000				5,200,000		5,200,000
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from the diluted share calculation	1,000,000		300,000		1,000,000		300,000

[1] Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

[2] For the three months ended June 30, 2013, 5.3 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the three months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2013, 5.2 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation.

[3] Note 1 contains additional information

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Derivatives And Fair Value Measurements (Price Collars And Swaps For Anticipated Natural Gas And NGL Production) (Details)	6 Months Ended
	Jun. 30, 2013 MMcf
Credit Risk Derivatives, at Fair Value, Net [Abstract]
Gas 2013, MMcfd	200
Gas 2014, MMcfd	170
Gas 2015, MMcfd	150
Gas 2016-2021, MMcfd	40

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Quicksilver Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2013

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Assumptions For The Black-Scholes Option Pricing Model For Stock Options Issued

	2013	2012
Weighted avg grant date fair value	$0.99	$4.21
Weighted avg risk-free interest rate	0.44%	1.14%
Expected life	2.9 years	6.0 years
Wtd avg volatility	64.3%	68.2%
Expected dividends	—	—

Stock Option Activity

	Shares		Wtd Avg Exercise Price		Wtd Avg Remaining Contractual Life	Aggregate Intrinsic Value
					(In years)	(In thousands)
Outstanding at January 1, 2013	4,979,980		$	10.23
Granted	888,197		2.33
Expired	(53,588	)	9.10
Outstanding at June 30, 2013	5,814,589		$	9.04	7.1	$	—
Exercisable at June 30, 2013	4,575,938		$	9.31	6.7	$	—

Restricted Stock And Stock Unit Activity

	Payable in shares				Payable in cash
	Shares		Wtd Avg Grant Date Fair Value		Shares		Wtd Avg Grant Date Fair Value
Outstanding at January 1, 2013	3,099,135		$	8.48	678,217		$	7.71
Granted	5,133,495		2.96		1,322,352		2.97
Vested	(1,419,440	)	9.11		(271,864	)	8.32
Forfeited	(636,458	)	3.98		(183,721	)	3.94
Outstanding at June 30, 2013	6,176,732		$	4.21	1,544,984		$	3.99

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Asset Retirement Obligations (Tables)

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligation [Abstract]

Estimated Asset Retirement Obligation Activity

	(In thousands)
Beginning asset retirement obligations	$	116,526
Additional liability incurred	3,124
Change in estimates	1,691
Accretion expense	2,644
Asset retirement costs incurred	(1,053		)
Settlement of liability in excess of obligation recorded	269
Disposition	(12,230		)
Currency translation adjustment	(3,107		)
Ending asset retirement obligations	107,864
Less current portion	(577		)
Long-term asset retirement obligation	$	107,287

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Long-Term Debt (Schedule Of Long-Term Debt Instruments) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Total debt	$ 1,962,640	$ 2,046,418
Unamortized deferred gain - terminated interest rate swaps	5,767	16,788
Current portion of long-term debt	0	0
Long-term debt	1,968,407	2,063,206
Canadian Credit Facility [Member]
Debt Instrument [Line Items]
Percentage of ownership interest	100.00%
Combined Credit Agreements [Member]
Debt Instrument [Line Items]
Combined Credit Agreements	190,211	388,150
Senior Secured Second Lien Credit Facility [Member]
Debt Instrument [Line Items]
Secured Long-term Debt, Noncurrent	606,250	0
Senior Secured Second Lien Term Loan Due 2019 [Member]
Debt Instrument [Line Items]
Secured Long-term Debt, Noncurrent	194,000	0
Senior Notes Due 2015 [Member]
Debt Instrument [Line Items]
Senior notes	12,717	435,851
Senior notes maturity period	2015
Senior Notes Due 2016 [Member]
Debt Instrument [Line Items]
Senior notes	8,021	579,795
Senior notes maturity period	2016
Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Senior notes	292,925	292,622
Senior notes maturity period	2019
Senior Notes Due 2021 [Member]
Debt Instrument [Line Items]
Senior notes	308,516
Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Subordinated Long-term Debt, Noncurrent	$ 350,000	$ 350,000

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Divestitures Barnett Shale and Tokyo Gas Divestiture (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Apr. 30, 2013
Barnett Shale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Equity Method Investment, Ownership Percentage		25.00%
Significant Acquisitions and Disposals, Terms	485
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds		$ 464.0
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds, Estimated Final Adjustment		0.6
Significant Acquisitions and Disposals, Gain (Loss) on Sale or Disposal, Pretax		333.2
Tokyo Gas [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Oil and Gas Property Decrease due to Gain	$ 118.5

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Derivatives And Fair Value Measurements (Estimated Fair Value Of Derivative Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Current derivative assets	$ 70,009	$ 113,367
Noncurrent derivative assets	101,141	105,270
Noncurrent derivative liabilities	17,693	17,485
Asset Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative assets	174,239	221,001
Liability Derivatives [Member]
Derivatives, Fair Value [Line Items]
Total derivative liabilities	20,782	19,849
Not Designated as Hedging Instrument [Member] | Asset Derivatives [Member]
Derivatives, Fair Value [Line Items]
Current derivative assets	70,009	113,367
Noncurrent derivative assets	103,915	107,542
Current derivative liabilities	0	0
Noncurrent derivative liabilities	315	92
Not Designated as Hedging Instrument [Member] | Liability Derivatives [Member]
Derivatives, Fair Value [Line Items]
Current derivative assets	0	0
Noncurrent derivative assets	2,774	2,272
Current derivative liabilities	0	0
Noncurrent derivative liabilities	$ 18,008	$ 17,577

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Asset Retirement Obligations (Estimated Asset Retirement Obligation Activity) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Asset Retirement Obligation [Abstract]
Beginning asset retirement obligations	$ 116,526
Additional liability incurred	3,124
Change in estimates	1,691
Accretion expense	2,644
Asset retirement costs incurred	(1,053)
Settlement of liability in excess of obligation recorded	269
Asset Retirement Obligations, Significant Changes	-12229.51
Currency translation adjustment	(3,107)
Ending asset retirement obligations	107,864
Less current portion	577
Long-term asset retirement obligation	$ 107,287	$ 115,949

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2013

Supplemental Cash Flow Information [Abstract]

Cash Paid Or Received For Interest And Income Taxes

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Interest, net of capitalized interest	$	129,569	$	77,940
Income taxes	1,108		(1,565		)

Other Significant Non-cash Transactions

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Working capital related to capital expenditures	$	5,742	$	98,692

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Transactions With Related Parties (Details) (USD $)	3 Months Ended	6 Months Ended		1 Months Ended	6 Months Ended
	Mar. 31, 2012 Mercury Exploration Company [Member]	Jun. 30, 2012 Mercury Exploration Company [Member]	Jun. 30, 2013 Darden Family [Member]	May 31, 2013 Thomas F. Darden [Member]	Jun. 30, 2013 Use Of Airplane [Member] Darden Family [Member]	Jun. 30, 2012 Use Of Airplane [Member] Darden Family [Member]	May 31, 2013 Restricted Stock [Member] Thomas F. Darden [Member]	May 31, 2013 Stock Options [Member] Thomas F. Darden [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 100,000	$ 100,000
Percentage of ownership interest			30.00%
Payments to related parties					300,000	300,000
Monthly business expense allowance				12,500
Cash bonus related to Tokyo Gas Transaction				1,100,000
Cash bonus paid related to Tokyo Gas Transaction				600,000
Options issued, fair value				1,100,000
Unvested equity awards							242,724	304,407
Legal fee reimbursement allowance				40,000
Monthly consulting fee				45,000
Maximum bonus eligibility				$ 2,500,000

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Supplemental Cash Flow Information (Other Significant Noncash Transactions) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Supplemental Cash Flow Information [Abstract]
Working capital related to capital expenditures	$ 5,742	$ 98,692

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Property, Plant And Equipment (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended			3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2012 UNITED STATES	Mar. 31, 2012 UNITED STATES	Jun. 30, 2012 CANADA	Mar. 31, 2012 CANADA
Property, Plant and Equipment [Line Items]
Impairment expense	$ 0	$ 1,199,726	[1]	$ 0	$ 1,517,654	[1]	$ 1,042,700	$ 178,000	$ 157,000	$ 139,900

[1] Note 1 contains additional information

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2013

Long-term Debt, Other Disclosures [Abstract]

Schedule Of Long-Term Debt Instruments

	June 30, 2013		December 31, 2012
	(in thousands)
Combined Credit Agreements	$	190,211	$	388,150
Senior Secured Second Lien Credit Agreement, net of unamortized discount	606,250		—
Senior Secured Second Lien Notes due 2019, net of unamortized discount	194,000		—
Senior notes due 2015, net of unamortized discount	12,717		435,851
Senior notes due 2016, net of unamortized discount	8,021		579,795
Senior notes due 2019, net of unamortized discount	292,925		292,622
Senior notes due 2021, net of unamortized discount	308,516		—
Senior subordinated notes due 2016	350,000		350,000
Total debt	1,962,640		2,046,418
Unamortized deferred gain-terminated interest rate swaps	5,767		16,788
Current portion of long-term debt	—		—
Long-term debt	$	1,968,407	$	2,063,206

Schedule of Outstanding Debt

	Priority on Collateral and Structural Seniority (1)
	Highest priority							Lowest priority
	First Lien	Second Lien		Senior Unsecured				Senior Subordinated
	Combined Credit Agreements	Senior Secured Second Lien Credit Agreement	Senior Secured Second Lien Notes due 2019	2015 Senior Notes	2016 Senior Notes	2019 Senior Notes	2021 Senior Notes	Senior Subordinated Notes
Principal amount (2)	$350 million	$625 million	$200 million	$13 million	$8 million	$298 million	$325 million	$350 million
Scheduled maturity date (3)	September 6, 2016	June 21, 2019	June 21, 2019	August 1, 2015	January 1, 2016	August 15, 2019	July 1, 2021	April 1, 2016
Interest rate on outstanding borrowings at June 30, 2013 (4)	3.88%	7.00%	7.00%	8.25%	11.75%	9.125%	11.00%	7.125%
Base interest rate options (5) (6)	LIBOR, ABR, CDOR	LIBOR floor of 1.25%; ABR floor 2.25%	LIBOR floor of 1.25%	N/A	N/A	N/A	N/A	N/A
Financial covenants (7)	- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.25 - Maximum senior secured debt leverage ratio of 2.0	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Significant restrictive covenants (7)	- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases- Asset sales - Affiliate transactions - Limitations on derivatives and investments	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Asset sales	- Asset sales	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions
Optional redemption (7)	Any time	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	August 1, 2013: 101.938 2014: par	July 1, 2013: 105.875 2014: 102.938 2015: par	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	July 1, 2019: 102.000 2020: par	April 1, 2013: 101.188 2014: par
Make-whole redemption (7)	N/A	N/A	N/A	N/A	Callable prior to July 1, 2013 at make-whole call price of Treasury +50 bps	Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	N/A	N/A
Change of control (7)	Event of default	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest
Estimated fair value (8)	$190.2 million	$560.2 million	$179.3 million	$11.1 million	$7.7 million	$253.3 million	$284.4 million	$283.5 million

⁽¹⁾  Borrowings under the Amended and Restated U.S. Credit Facility, Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Senior Secured Second Lien Credit Agreement and the Senior Secured Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

⁽²⁾  The principal amount for the Combined Credit Agreements represents the global borrowing base as of June 30, 2013.

⁽³⁾  The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Senior Secured Second Lien Credit Agreement or the Senior Secured Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are required to be repaid (1) 91 days prior the maturity of the 2019 Notes if more than $100 million of 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

⁽⁴⁾  Represents the weighted average borrowing rate payable to lenders.

⁽⁵⁾  Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% to 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% to 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾  Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% to 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

⁽⁷⁾  The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽⁸⁾  The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).

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Condensed Consolidated Statements Of Equity (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Statement of Stockholders' Equity [Abstract]
Income tax effect related to hedge derivative contract settlements reclassified into earnings from accumulated other comprehensive income	$ (6,944)	$ (14,928)
Income tax effect related to net change in derivative fair value	$ 0	$ 33,802

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Accounting Policies And Disclosures

6 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Accounting Policies And Disclosures

ACCOUNTING POLICIES AND DISCLOSURES

The accompanying condensed consolidated interim financial statements have not been audited. In management’s opinion, the accompanying condensed consolidated interim financial statements contain all adjustments necessary to fairly present our financial position as of June 30, 2013 and our results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of annual results.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during each reporting period. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties, which may cause actual results to differ materially from management’s estimates.

Certain disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2012 Annual Report on Form 10-K.

Restatement of Previously Issued Unaudited Financial Statements

The consolidated financial statements as of and for the three and six months ended June 30, 2012 were restated as more fully disclosed within Item 8, Note 2 and the Supplemental Selected Quarterly Financial Data in the 2012 Annual Report on Form 10-K. The restatement is the result of our hedge documentation failing to give consideration to all sources of ineffectiveness for derivatives entered into during 2012 that had fair value on the dates they were initially designated as hedges. These derivatives did not qualify for hedge accounting in 2012 and their changes in value required recognition in earnings. Because the derivatives did not qualify for hedge accounting, their inclusion in the U.S. and Canadian full cost ceiling was inappropriate. Also, we determined that the deferred taxes used in our Canadian ceiling test included temporary differences for non-property related items. Thus, we revised our full cost ceiling calculations, which resulted in restatements to increase impairment expense recognized. Income taxes have also been restated to reflect the foregoing restated items.

For the three months ended June 30, 2012, the derivative restatement adjustment increased production revenue by $1.3 million for the U.S. and decreased production revenue by $1.5 million for Canada, while derivative gains increased $22.2 million and $3.5 million for the U.S. and Canada, respectively. Impairment expense increased as the result of these derivatives no longer being included in the cost center ceiling by $144.0 million and $63.8 million for the U.S. and Canada, respectively, while depletion expense decreased $1.3 million and $2.6 million for the U.S. and Canada, respectively. The income tax impact of these adjustments resulted in an increase to the tax benefit of $34.3 million and $14.6 million for the U.S. and Canada, respectively. Our consolidated net loss increased $129.5 million, which decreased our retained earnings by the same amount. Other comprehensive income and AOCI decreased $6.9 million as a result of these adjustments. The restatement increased diluted net loss per share by $0.76, from diluted net loss per share of $3.96 as previously reported, to diluted net loss per share of $4.72.

For the six months ended June 30, 2012, the derivative restatement decreased production revenue by $2.3 million and $3.3 million for the U.S. and Canada, respectively, while derivative gains increased $42.9 million and $15.5 million for the U.S. and Canada, respectively. Impairment expense increased as the result of these derivatives no longer being included in the cost center ceiling by $259.7 million and $203.3 million for the U.S. and Canada, respectively, while depletion expense decreased $1.3 million and $2.6 million for the U.S. and Canada, respectively. The income tax impact of these adjustments resulted in an increase to the tax benefit of $76.2 million and $48.8 million for the U.S. and Canada, respectively. Our consolidated net loss increased $281.1 million, which decreased our retained earnings by the same amount. Other comprehensive income and AOCI decreased $39.9 million as a result of these adjustments. The restatement increased diluted net loss per share by $1.65, from diluted net loss per share of $4.31 as previously reported, to diluted net loss per share of $5.96.

Recently Issued Accounting Standards

Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements to determine their impact, if any, on our financial statements. No pronouncements materially affecting our financial statements have been issued since the filing of our 2012 Annual Report on Form 10-K.

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Property, Plant And Equipment

6 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Property, Plant And Equipment

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	June 30, 2013			December 31, 2012
	(In thousands)
Oil and gas properties
Subject to depletion	$	5,639,725		$	5,770,913
Unevaluated costs	281,875			307,267
Accumulated depletion	(5,261,665		)	(5,297,220		)
Net oil and gas properties	659,935			780,960
Other plant and equipment
Pipelines and processing facilities	353,479			375,248
General properties	81,628			75,147
Accumulated depreciation	(202,192		)	(202,297		)
Net other property and equipment	232,915			248,098
Property, plant and equipment, net of accumulated depletion and depreciation	$	892,850		$	1,029,058

Ceiling Test Analysis and Impairment

We recorded impairment expense of $1,042.7 million and $157.0 million for the three months ended June 30, 2012 and $178.0 million and $139.9 million for the three months ended March 31, 2012 for our U.S. and Canadian oil and gas properties, respectively.

Notes 2 and 8 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contain additional information regarding our property, plant and equipment and our quarterly ceiling test analysis.

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Divestitures

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

DIVESTITURES

In July 2013, we executed an agreement to sell all of our Southern Alberta Asset. The sale is expected to close in the third quarter and is subject to customary closing conditions.

In March 2013, we entered into a Purchase and Sale Agreement with TGBR to sell an undivided 25% of our Barnett Shale Asset for a purchase price of $485 million. The transaction closed in April 2013, but was effective as of September 1, 2012. The purchase price was subject to customary purchase price adjustments, which resulted in TGBR paying us $464.0 million, including an estimated final adjustment of $0.6 million in the third quarter of 2013. We recognized a gain of $333.2 million before consideration of income taxes as a result of this transaction.

Under the full cost method of accounting, our U.S. exploration and production assets are considered a single asset. The Tokyo Gas Transaction represented a significant disposal of reserves, which resulted in gain recognition for the transaction. Our U.S. oil and gas properties were reduced by $118.5 million as a result of the Tokyo Gas Transaction.

In October 2010, we completed the sale of all of our interests in KGS to Crestwood. As part of the sale, we had the right to collect future earn-out payments through 2013. In February 2012, we collected $41 million of these earn-out payments which is presented as “Crestwood earn-out” in the condensed consolidated statement of income. We will not receive additional earn-out payments in 2013.

Note 3 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains additional information regarding the Crestwood Transaction.

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Derivatives And Fair Value Measurements (Carrying Value Of Derivatives) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended			3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013 Cash Flow Derivatives [Member]	Jun. 30, 2012 Cash Flow Derivatives [Member]	Mar. 31, 2012 Cash Flow Derivatives [Member]	Jun. 30, 2013 Production Revenue [Member] Cash Flow Derivatives [Member]	Jun. 30, 2012 Production Revenue [Member] Cash Flow Derivatives [Member]	Jun. 30, 2012 Derivative gains (losses) [Member] Cash Flow Derivatives [Member]
Derivatives, Fair Value [Line Items]
Derivative fair value at beginning of period								$ 342,799	$ 211,163
Settlements in production revenue	(11,287)	(36,992)	[1]	(26,042)	(65,581)	[1]				(49,999)	91,736
Settlements in net derivative (gains) losses												3,820
Ineffectiveness reported in net derivative gains							6,810	1,569
Unrealized gains reported in OCI					108,646		8,752
Derecognition of hedges								(180,732)
Derivative fair value at end of period								$ 176,726	$ 211,163

[1] Note 1 contains additional information

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Reconciliation Of Components Used To Compute Basic And Diluted Earnings (Loss) Per Common Share

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2012			2013			2012
				(Restated)
	(In thousands, except per share data)
Net income (loss) attributable to Quicksilver	$	242,523		$	(802,022	)	$	182,818		$	(1,013,587	)
Basic income allocable to participating securities (1)	(7,020		)	—			$	(5,126	)	$	—
Income (loss) available to shareholders	$	235,503		$	(802,022	)	$	177,692		$	(1,013,587	)
Weighted average common shares – basic	171,357			170,043			171,261			169,991
Effect of dilutive securities (2)
Share-based compensation awards	5			—			4			—
Weighted average common shares – diluted	171,362			170,043			171,265			169,991
Earnings (loss) per common share – basic	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)
Earnings (loss) per common share – diluted	$	1.37		$	(4.72	)	$	1.04		$	(5.96	)

⁽¹⁾  Restricted share awards that contain nonforfeitable rights to dividends are participating securities and, therefore, should be included in computing earnings using the two-class method. Participating securities, however, do not participate in undistributed net losses because there is no contractual obligation to do so.

⁽²⁾  For the three months ended June 30, 2013, 5.3 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the three months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation.

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Accounting Policies And Disclosures (Details) (USD $)	3 Months Ended				6 Months Ended						3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended			6 Months Ended	3 Months Ended			6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012		Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2012 Restatement Adjustment [Member]	Jun. 30, 2012 Restatement Adjustment [Member]	Jun. 30, 2012 Scenario, Previously Reported [Member]	Jun. 30, 2012 Scenario, Previously Reported [Member]	Jun. 30, 2012 UNITED STATES	Mar. 31, 2012 UNITED STATES	Jun. 30, 2012 UNITED STATES Restatement Adjustment [Member]	Jun. 30, 2012 UNITED STATES Restatement Adjustment [Member]	Jun. 30, 2012 CANADA	Mar. 31, 2012 CANADA	Jun. 30, 2012 CANADA Restatement Adjustment [Member]	Jun. 30, 2012 CANADA Restatement Adjustment [Member]
Significant Accounting Policies [Line Items]
Production	$ 121,121,000		$ 150,311,000	[1]	$ 253,735,000		$ 316,765,000	[1]									$ 1,300,000	$ (2,300,000)			$ (1,500,000)	$ (3,300,000)
Shareholders Equity	(968,492,000)		257,699,000	[2]	(968,492,000)		257,699,000	[2]	(1,132,797,000)	1,261,919,000
Gain (Loss) on Derivative Instruments, Net, Pretax																	22,200,000	42,900,000			3,500,000	15,500,000
Impairment of Oil and Gas Properties	0		1,199,726,000	[1]	0		1,517,654,000	[1]							1,042,700,000	178,000,000	144,000,000	259,700,000	157,000,000	139,900,000	63,800,000	203,300,000
Depletion																	(1,300,000)	(1,300,000)			(2,600,000)	(2,600,000)
Income tax (expense) benefit	(5,201,000)		395,831,000	[1]	(12,097,000)		497,069,000	[1]									(34,300,000)	(76,200,000)			(14,600,000)	(48,800,000)
Net income (loss)	242,523,000		(802,022,000)	[1]	182,818,000		(1,013,587,000)	[1]			129,500,000	281,100,000
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	$ (14,867,000)		$ (32,450,000)	[1]	$ (29,320,000)		$ 1,699,000	[1]			$ 7,000,000	$ 39,900,000
Earnings (loss) per common share - diluted	$ 1.37	[3]	$ (4.72)	[1],[3]	$ 1.04	[3]	$ (5.96)	[1],[3]			$ (0.76)	$ (1.65)	$ (3.96)	$ (4.31)

[1] Note 1 contains additional information

[2] (1) Note 1 contains additional information

[3] For the three months ended June 30, 2013, 5.3 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the three months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2013, 5.2 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation.

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Derivatives And Fair Value Measurements (Changes In Level 3 Fair Values) (Details) (Fair Value Inputs, Level 3 [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Balance at beginning of period	$ (9,037)	$ 21,587	$ (4,931)	$ 150,989
Unrealized gain (loss) on derivatives	556	35,197	538	(35,525)
Transfers out of Level 3			0	(153,418)
Unrealized gains reported in OCI	0	(1,405)	0	32,897
Balance at end of period	(9,873)	45,345	(9,873)	45,345
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	2,854	35,197	2,762	35,525
Production Revenue [Member]
Settlements	0	(1,037)	0	(4,775)
Other Revenue [Member]
Settlements	$ (1,392)	$ (8,997)	$ (5,480)	$ (15,873)

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Quicksilver Stockholders' Equity (Stock Option Activity) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period, Shares	4,979,980
Granted, Shares	888,197
Expired, Shares	(53,588)
Outstanding at end of period, Shares	5,814,589
Outstanding at beginning of period, Wtd Avg Exercise Price	$ 10.23
Exercisable at end of period, Shares	4,575,938
Granted, Wtd Avg Exercise Price	$ 2.33
Expired, Wtd Avg Exercise Price	$ 9.10
Outstanding at end of period, Wtd Avg Exercise Price	$ 9.04
Exercisable at end of period, Wtd Avg Exercise Price	$ 9.31
Outstanding at end of period, Wtd Avg Remaining Contractual Life, Years	7 years 1 month 6 days
Exercisable at end of period, Wtd Avg Remaining Contractual Life, Years	6 years 8 months 12 days
Outstanding at end of period, Aggregate Intrinsic Value	$ 0

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Income Taxes Valuation Allowance (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
UNITED STATES
Valuation Allowance [Line Items]
Tax Valuation Allowance Expense, Federal	$ 472.2
CANADA
Valuation Allowance [Line Items]
Tax Valuation Allowance Expense, Federal	$ 62.6

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Long-Term Debt (Narrative) (Details) (USD $)	3 Months Ended	6 Months Ended						3 Months Ended	2 Months Ended		3 Months Ended	2 Months Ended		3 Months Ended		0 Months Ended	3 Months Ended	6 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2013	Jun. 30, 2013 Combined Credit Agreements [Member]	Mar. 31, 2013 Combined Credit Agreements [Member]	Jun. 30, 2013 Canadian Credit Facility [Member]	Jun. 30, 2013 Senior Notes Due Two Thousand Nineteen [Member]	Aug. 21, 2013 Senior Notes Due 2016 [Member]	Jun. 30, 2013 Senior Notes Due 2016 [Member]	Jun. 30, 2013 Senior Notes Due 2021 [Member] Rate	Aug. 21, 2013 Senior Notes Due 2015 [Member]	Jun. 30, 2013 Senior Notes Due 2015 [Member]	Jun. 30, 2013 Senior Secured Second Lien Term Loan Due 2019 [Member] Rate	Jun. 30, 2013 Senior Secured Second Lien Credit Facility [Member] Rate	Aug. 09, 2012 Combined Credit Agreements [Member]	Jun. 30, 2013 Combined Credit Agreements [Member]	Jun. 30, 2013 Combined Credit Agreements [Member]	Mar. 28, 2013 Combined Credit Agreements [Member]	Jun. 30, 2013 Global Letter Of Credit [Member]	Jun. 30, 2013 Maximum [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 Maximum [Member] Combined Credit Agreements [Member]	Jun. 30, 2013 Minimum [Member]	Jun. 30, 2013 Multiple Subsidiaries Set Two [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 Libor [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 Libor [Member] Senior Secured Second Lien Term Loan Due 2019 [Member]	Jun. 30, 2013 Libor [Member] Senior Secured Second Lien Credit Facility [Member]	Jun. 30, 2013 Libor [Member] Maximum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 Libor [Member] Minimum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 Alternative Base Rate [Member] Senior Secured Second Lien Credit Facility [Member]
Debt Instrument [Line Items]
Percentage of ownership interest							100.00%																	65.00%
Borrowing capacity					$ 350,000,000	$ 850,000,000														$ 280,000,000
Permitted second lien debt																	825,000,000	825,000,000
Debt Instrument, Covenant, Maximum Global Borrowing Base																			75.00%
Available borrowing under combined credit agreements																	104,700,000	104,700,000
Commitment fee percentage																		0.50%			1.75%	0.50%
Senior secured debt leverage ratio																	2.0
Increase Decrease In Applicable Margin On Loans																0.75%
EBITDA to interest expense																							2.25
Minimum mortgage properties requirement				80.00%													87.50%	87.50%
Payments of Financing Costs	23,100,000
Debt Issuance Cost	4,100,000
Debt Instrument, Face Amount										590,600,000	325,000,000		438,000,000	200,000,000	625,000,000
Repayments of Long-term Debt		1,264,117,000	88,115,000						654,400,000			450,700,000
Debt Issue Percentage											94.928%			97.00%	97.00%
Issuance of debt		1,173,306,000	255,775,000								309,000,000			194,000,000	606,000,000
Debt Instrument, Basis Spread on Variable Rate																					2.75%				1.00%	5.75%	5.75%	3.75%	2.75%	4.75%
Floor on Debt Rate																										1.25%	1.25%			2.25%
Debt Instrument, Interest Rate, Stated Percentage											11.00%
Long Term Debt Repurchase Price										1,068			1,027.90
Interest Paid on Repurchased Debt										55.49			32.08
Debt Instrument, Repurchase Amount										1,000			1,000
Amount Tendered										582,500,000			425,200,000
Consent Fee								$ 11,500,000

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets
Cash	$ 96,793	$ 4,951
Marketable Securities, Current	118,730	0
Cash, Cash Equivalents, and Short-term Investments	215,523	4,951
Accounts receivable - net of allowance for doubtful accounts	44,885	64,149
Derivative assets at fair value	70,009	113,367
Other current assets	25,090	25,046
Total current assets	355,507	207,513
Property, plant and equipment - net
Oil and gas properties, full cost method (including unevaluated costs of $281,875 and $307,267, respectively)	659,935	780,960
Property, Plant and Equipment, Other, Net	232,915	248,098
Property, plant and equipment - net	892,850	1,029,058
Derivative assets at fair value	101,141	105,270
Other assets	44,653	39,947
Total assets	1,394,151	1,381,788
Current liabilities
Current portion of long-term debt	0	0
Accounts payable	16,074	37,131
Accrued liabilities	105,766	130,660
Total current liabilities	121,840	167,791
Long-term debt	1,968,407	2,063,206
Partnership liability	128,174	130,912
Asset retirement obligations	107,287	115,949
Derivative liabilities at fair value	17,693	17,485
Other liabilities	19,242	19,242
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, par value $0.01, 10,000,000 shares authorized, none outstanding	0	0
Common stock, $0.01 par value, 400,000,000 shares authorized, and 182,839,101 and 179,015,118 shares issued, respectively	1,828	1,790
Paid in capital in excess of par value	763,288	751,394
Treasury stock of 6,337,700 and 5,921,102 shares, respectively	(50,620)	(49,495)
Accumulated other comprehensive income	132,173	161,493
Retained deficit	(1,815,161)	(1,997,979)
Total stockholders' equity	(968,492)	(1,132,797)
Total liabilities and stockholders' equity	$ 1,394,151	$ 1,381,788

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Income Taxes

6 Months Ended

Jun. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Deferred income taxes are established for all temporary differences between the book and the tax basis of assets and liabilities. In addition, deferred tax balances must be adjusted to reflect tax rates that we expect will be in effect during years in which we expect the temporary differences will reverse. Net operating loss carry-forwards and other deferred tax assets are reviewed for recoverability, and if necessary, are recorded net of a valuation allowance. At June 30, 2013, our U.S. and Canadian valuation allowances are $472.2 million and $62.6 million, respectively, which reduce our net deferred tax assets to a zero value as we continue to believe that it is not more likely than not that we will realize the deferred tax benefits primarily related to our cumulative net operating losses. Income tax recognized for the three and six months ended June 30, 2013 is a result of hedge gains previously deferred in AOCI being realized during the periods and the net tax impact being recognized without a corresponding valuation allowance.

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Condensed Consolidated Statements Of Equity (USD $) In Thousands		Total		Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings [Member]
Balances at Dec. 31, 2011		$ 1,261,919		$ 1,770	$ 737,015	$ (46,351)	$ 214,858	$ 354,627
Net income (loss)		(1,013,587)	[1]					(1,013,587)
Hedge derivative contract settlements reclassified into earnings from AOCI, net of income tax		(65,581)					(65,581)
Net change in derivative fair value, net of income tax		72,210	[1]				72,210
Foreign currency translation adjustment		(4,930)	[1]				(4,930)
Issuance and vesting of stock compensation		7,657		17	10,004	(2,364)
Stock option exercises		11		1	10
Balances at Jun. 30, 2012	[2]	257,699		1,788	747,029	(48,715)	216,557	(658,960)
Balances at Dec. 31, 2012		(1,132,797)		1,790	751,394	(49,495)	161,493	(1,997,979)
Net income (loss)		182,818						182,818
Hedge derivative contract settlements reclassified into earnings from AOCI, net of income tax		(26,042)					(26,042)
Net change in derivative fair value, net of income tax		0
Foreign currency translation adjustment		(3,278)					(3,278)
Issuance and vesting of stock compensation		10,807		38	11,894	(1,125)
Balances at Jun. 30, 2013		$ (968,492)		$ 1,828	$ 763,288	$ (50,620)	$ 132,173	$ (1,815,161)

[1] Note 1 contains additional information

[2] (1) Note 1 contains additional information

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Condensed Consolidating Financial Information (Schedule Of Condensed Consolidated Balance Sheets) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets	$ 355,507	$ 207,513
Property and equipment	892,850	1,029,058
Investment in subsidiaries (equity method)	0	0
Other assets	145,794	145,217
Total assets	1,394,151	1,381,788
Current liabilities	121,840	167,791
Long-term liabilities	2,240,803	2,346,794
Stockholders' equity	(968,492)	(1,132,797)
Total liabilities and stockholders' equity	1,394,151	1,381,788
Quicksilver Resources Inc. [Member]
Current assets	315,840	261,130
Property and equipment	496,367	621,073
Investment in subsidiaries (equity method)	(214,588)	(191,725)
Other assets	494,776	346,972
Total assets	1,092,395	1,037,450
Current liabilities	98,542	255,678
Long-term liabilities	1,962,342	1,914,568
Stockholders' equity	(968,489)	(1,132,796)
Total liabilities and stockholders' equity	1,092,395	1,037,450
Restricted Guarantor Subsidiaries [Member]
Current assets	9,234	105,695
Property and equipment	16,029	20,007
Investment in subsidiaries (equity method)	0	0
Other assets	0	0
Total assets	25,263	125,702
Current liabilities	11,417	112,133
Long-term liabilities	19,242	19,242
Stockholders' equity	(5,396)	(5,673)
Total liabilities and stockholders' equity	25,263	125,702
Restricted Non-Guarantor Subsidiaries [Member]
Current assets	61,819	76,088
Property and equipment	295,864	296,462
Investment in subsidiaries (equity method)	(31,168)	(42,883)
Other assets	41,741	41,865
Total assets	368,256	371,532
Current liabilities	44,472	33,475
Long-term liabilities	520,231	524,107
Stockholders' equity	(196,447)	(186,050)
Total liabilities and stockholders' equity	368,256	371,532
Restricted Subsidiary Eliminations [Member]
Current assets	(21,456)	(222,586)
Property and equipment	0	0
Investment in subsidiaries (equity method)	214,588	191,725
Other assets	(390,723)	(243,620)
Total assets	(197,591)	(274,481)
Current liabilities	(21,456)	(222,586)
Long-term liabilities	(390,723)	(243,620)
Stockholders' equity	214,588	191,725
Total liabilities and stockholders' equity	(197,591)	(274,481)
Quicksilver And Restricted Subsidiaries [Member]
Current assets	365,437	220,327
Property and equipment	808,260	937,542
Investment in subsidiaries (equity method)	(31,168)	(42,883)
Other assets	145,794	145,217
Total assets	1,288,323	1,260,203
Current liabilities	132,975	178,700
Long-term liabilities	2,111,092	2,214,297
Stockholders' equity	(955,744)	(1,132,794)
Total liabilities and stockholders' equity	1,288,323	1,260,203
Unrestricted Non-Guarantor Subsidiaries [Member]
Current assets	12,838	13,250
Property and equipment	0	0
Investment in subsidiaries (equity method)	(31,167)	(42,905)
Other assets	0	0
Total assets	(18,329)	(29,655)
Current liabilities	12,819	13,230
Long-term liabilities	0	0
Stockholders' equity	(31,148)	(42,885)
Total liabilities and stockholders' equity	(18,329)	(29,655)
Fortune Creek [Member]
Current assets	2,866	391
Property and equipment	84,590	91,516
Investment in subsidiaries (equity method)	0	0
Other assets	0	0
Total assets	87,456	91,907
Current liabilities	1,680	2,316
Long-term liabilities	1,537	1,585
Stockholders' equity	84,239	88,006
Total liabilities and stockholders' equity	87,456	91,907
Consolidating Eliminations [Member]
Current assets	(25,634)	(26,455)
Property and equipment	0	0
Investment in subsidiaries (equity method)	62,335	85,788
Other assets	0	0
Total assets	36,701	59,333
Current liabilities	(25,634)	(26,455)
Long-term liabilities	128,174	130,912
Stockholders' equity	(65,839)	(45,124)
Total liabilities and stockholders' equity	$ 36,701	$ 59,333

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Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Revenue
Production	$ 121,121		$ 150,311	[1]	$ 253,735		$ 316,765	[1]
Sales of purchased natural gas	18,685		9,442	[1]	35,243		21,528	[1]
Net derivative gains (including realized loss of $3,476 and realized gains of $17,100; $6,120 and $22,682, respectively)	34,837		33,139	[1]	3,468		26,475	[1]
Other	854		1,126	[1]	1,755		2,116	[1]
Total revenue	175,497		194,018	[1]	294,201		366,884	[1]
Operating expense
Lease operating	20,213		21,599	[1]	45,108		50,290	[1]
Gathering, processing and transportation	36,674		42,624	[1]	76,498		85,701	[1]
Production and ad valorem taxes	5,300		7,189	[1]	10,784		13,952	[1]
Costs of purchased natural gas	18,679		9,337	[1]	35,197		21,274	[1]
Depletion, depreciation and accretion	15,265		48,016	[1]	33,521		102,455	[1]
Impairment	0		1,199,726	[1]	0		1,517,654	[1]
General and administrative	16,875		18,405	[1]	33,038		37,500	[1]
Other operating	769		134	[1]	2,205		152	[1]
Total expense	113,775		1,347,030	[1]	236,351		1,828,978	[1]
Crestwood earn-out							41,097
Operating income (loss)	394,894		(1,153,012)	[1]	391,022		(1,420,997)	[1]
Other income - net	(15,105)		65	[1]	(15,255)		158	[1]
Fortune Creek accretion	(4,827)		(4,830)	[1]	(9,672)		(9,571)	[1]
Interest expense	(127,238)		(40,076)	[1]	(171,180)		(80,246)	[1]
Income (loss) before income taxes	247,724		(1,197,853)	[1]	194,915		(1,510,656)	[1]
Income tax (expense) benefit	(5,201)		395,831	[1]	(12,097)		497,069	[1]
Net income (loss)	242,523		(802,022)	[1]	182,818		(1,013,587)	[1]
Reclassification adjustments related to settlements of derivative contracts into production revenue- net of income tax	(11,287)		(36,992)	[1]	(26,042)		(65,581)	[1]
Net change in derivative fair value - net of income tax	0		10,923	[1]	0		72,210	[1]
Foreign currency translation adjustment	(3,580)		(6,381)	[1]	(3,278)		(4,930)	[1]
Other comprehensive income (loss)	(14,867)		(32,450)	[1]	(29,320)		1,699	[1]
Comprehensive income (loss)	227,656		(834,472)	[1]	153,498		(1,011,888)	[1]
Earnings (loss) per common share - basic	$ 1.37		$ (4.72)	[1]	$ 1.04		$ (5.96)	[1]
Earnings (loss) per common share - diluted	$ 1.37	[2]	$ (4.72)	[1],[2]	$ 1.04	[2]	$ (5.96)	[1],[2]
Tokyo Gas [Member]
Operating expense
Crestwood earn-out	333,172		0	[1]	333,172		0	[1]
kwk_CrestwoodLP [Member]
Operating expense
Crestwood earn-out	$ 0		$ 0	[1]	$ 0		$ 41,097	[1]

[1] Note 1 contains additional information

[2] For the three months ended June 30, 2013, 5.3 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the three months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2013, 5.2 million shares associated with our stock options and 1.0 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation. For the six months ended June 30, 2012, 5.2 million shares associated with our stock options and 0.3 million shares associated with our unvested restricted stock units were antidilutive; therefore, excluded from the diluted share calculation.

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Commitments And Contingencies (Details)					1 Months Ended	6 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2013 CAD	Dec. 31, 2012 USD ($)	Jun. 30, 2013 NGTL [Member] USD ($)	Dec. 31, 2012 Tarrant County, Texas [Member] wells acre	Jun. 30, 2013 Subsequent Event [Member] Tarrant County, Texas [Member] USD ($)
Litigation settlement						$ 400,000
Letters of Credit Outstanding, Amount				14,000,000
Accounts payable	16,074,000		37,131,000	12,800,000
Line of Credit Facility, Letters of Credit, Increase, Additional Borrowings		13,000,000
Wells					16
Tract					158.75

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Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2013

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Balance Sheets

	June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidating Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	315,840		$	9,234		$	61,819		$	(21,456	)	$	365,437		$	12,838		$	2,866	$	(25,634	)	$	355,507
Property and equipment	496,367			16,029			295,864			—			808,260			—			84,590		—			892,850
Investment in subsidiaries (equity method)	(214,588		)	—			(31,168		)	214,588			(31,168		)	(31,167		)	—		62,335			—
Other assets	494,776			—			41,741			(390,723		)	145,794			—			—		—			145,794
Total assets	$	1,092,395		$	25,263		$	368,256		$	(197,591	)	$	1,288,323		$	(18,329	)	$	87,456	$	36,701		$	1,394,151
LIABILITIES AND EQUITY
Current liabilities	$	98,542		$	11,417		$	44,472		$	(21,456	)	$	132,975		$	12,819		$	1,680	$	(25,634	)	$	121,840
Long-term liabilities	1,962,342			19,242			520,231			(390,723		)	2,111,092			—			1,537		128,174			2,240,803
Stockholders' equity	(968,489		)	(5,396		)	(196,447		)	214,588			(955,744		)	(31,148		)	84,239		(65,839		)	(968,492		)
Total liabilities and equity	$	1,092,395		$	25,263		$	368,256		$	(197,591	)	$	1,288,323		$	(18,329	)	$	87,456	$	36,701		$	1,394,151

	December 31, 2012
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidating Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	261,130		$	105,695		$	76,088		$	(222,586	)	$	220,327		$	13,250		$	391	$	(26,455	)	$	207,513
Property and equipment	621,073			20,007			296,462			—			937,542			—			91,516		—			1,029,058
Investment in subsidiaries (equity method)	(191,725		)	—			(42,883		)	191,725			(42,883		)	(42,905		)	—		85,788			—
Other assets	346,972			—			41,865			(243,620		)	145,217			—			—		—			145,217
Total assets	$	1,037,450		$	125,702		$	371,532		$	(274,481	)	$	1,260,203		$	(29,655	)	$	91,907	$	59,333		$	1,381,788
LIABILITIES AND EQUITY
Current liabilities	$	255,678		$	112,133		$	33,475		$	(222,586	)	$	178,700		$	13,230		$	2,316	$	(26,455	)	$	167,791
Long-term liabilities	1,914,568			19,242			524,107			(243,620		)	2,214,297			—			1,585		130,912			2,346,794
Stockholders' equity	(1,132,796		)	(5,673		)	(186,050		)	191,725			(1,132,794		)	(42,885		)	88,006		(45,124		)	(1,132,797		)
Total liabilities and equity	$	1,037,450		$	125,702		$	371,532		$	(274,481	)	$	1,260,203		$	(29,655	)	$	91,907	$	59,333		$	1,381,788

Condensed Consolidating Statements Of Income

	For the Six Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	220,826		$	416	$	72,959		$	—	$	294,201		$	—	$	11,062	$	(11,062	)	$	294,201
Operating expenses	183,217			138		59,199			—		242,554			—		4,859		(11,062		)	236,351
Tokyo Gas Transaction gain	333,172			—		—			—		333,172			—		—		—			333,172
Equity in net earnings of subsidiaries	(13,081		)	—		(3,466		)	13,081		(3,466		)	6,206		—		(2,740		)	—
Operating income (loss)	357,700			278		10,294			13,081		381,353			6,206		6,203		(2,740		)	391,022
Fortune Creek accretion	—			—		—			—		—			—		—		(9,672		)	(9,672		)
Interest expense and other	(163,717		)	—		(22,721		)	—		(186,438		)	—		3		—			(186,435		)
Income tax (expense) benefit	(11,165		)	—		(932		)	—		(12,097		)	—		—		—			(12,097		)
Net income (loss)	$	182,818		$	278	$	(13,359	)	$	13,081	$	182,818		$	6,206	$	6,206	$	(12,412	)	$	182,818
Other comprehensive income (loss)	(22,900		)	—		(6,420		)	6,420		(22,900		)	—		—		—			(22,900		)
Equity in OCI of subsidiaries	(6,420		)	—		—			—		(6,420		)	—		—		—			(6,420		)
Comprehensive income (loss)	$	153,498		$	278	$	(19,779	)	$	19,501	$	153,498		$	6,206	$	6,206	$	(12,412	)	$	153,498

	For the Six Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	321,408		$	2,208		$	44,866		$	(1,598	)	$	366,884		$	—	$	5,599	$	(5,599	)	$	366,884
Operating expenses	1,482,081			1,802			349,209			(1,598		)	1,831,494			—		3,083		(5,599		)	1,828,978
Crestwood earn-out	41,097			—			—			—			41,097			—		—		—			41,097
Equity in net earnings of subsidiaries	(233,294		)	—			(4,662		)	233,294			(4,662		)	2,516		—		2,146			—
Operating income (loss)	(1,352,870		)	406			(309,005		)	233,294			(1,428,175		)	2,516		2,516		2,146			(1,420,997		)
Fortune Creek accretion	—			—			—			—			—			—		—		(9,571		)	(9,571		)
Interest expense and other	(76,614		)	—			(3,474		)	—			(80,088		)	—		—		—			(80,088		)
Income tax (expense) benefit	416,039			(142		)	78,779			—			494,676			—		—		2,393			497,069
Net income	$	(1,013,445	)	$	264		$	(233,700	)	$	233,294		$	(1,013,587	)	$	2,516	$	2,516	$	(5,032	)	$	(1,013,587	)
Other comprehensive income (loss)	(7,739		)	—			9,438			(9,438		)	(7,739		)	—		—		—			(7,739		)
Equity in OCI of subsidiaries	9,438			—			—			—			9,438			—		—		—			9,438
Comprehensive income (loss)	$	(1,011,746	)	$	264		$	(224,262	)	$	223,856		$	(1,011,888	)	$	2,516	$	2,516	$	(5,032	)	$	(1,011,888	)

Condensed Consolidating Statements Of Cash Flows

	For the Six Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(102,770	)	$	(37	)	$	18,791		$	(84,016	)	$	—	$	5,910		$	(78,106	)
Purchases of property, plant and equipment	(36,840		)	37			(18,558		)	(55,361		)	—		(488		)	(55,849		)
Proceeds from Tokyo Gas Transaction	463,418			—			—			463,418			—		—			463,418
Proceeds from sale of properties and equipment	1,664			—			17			1,681			—		—			1,681
Purchase of marketable securities	(118,656		)	—			—			(118,656		)	—		—			(118,656		)
Net cash flow provided by (used in) investing activities	309,586			37			(18,541		)	291,082			—		(488		)	290,594
Issuance of debt	1,170,266			—			3,040			1,173,306			—		—			1,173,306
Repayments of debt	(1,113,704		)	—			(150,413		)	(1,264,117		)	—		—			(1,264,117		)
Debt issuance costs paid	(25,608		)	—			—			(25,608		)	—		—			(25,608		)
Intercompany note	(147,103		)	—			147,103			—			—		—			—
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(5,009		)	(5,009		)
Purchase of treasury stock	(1,125		)	—			—			(1,125		)	—		—			(1,125		)
Net cash flow provided by (used in) financing activities	(117,274		)	—			(270		)	(117,544		)	—		(5,009		)	(122,553		)
Effect of exchange rates on cash	—			—			20			20			—		1,887			1,907
Net increase (decrease) in cash and equivalents	89,542			—			—			89,542			—		2,300			91,842
Cash and equivalents at beginning of period	4,618			—			—			4,618			—		333			4,951
Cash and equivalents at end of period	$	94,160		$	—		$	—		$	94,160		$	—	$	2,633		$	96,793

	For the Six Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by operating activities	$	57,359		$	590		$	32,987		$	90,936		$	2	$	8,578		$	99,516
Purchases of property, plant and equipment	(140,256		)	(590		)	(157,508		)	(298,354		)	—		(8,815		)	(307,169		)
Proceeds from Crestwood earn-out	41,097			—			—			41,097			—		—			41,097
Proceeds from sale of properties and equipment	3,060			—			312			3,372			—		—			3,372
Net cash flow used by investing activities	(96,099		)	(590		)	(157,196		)	(253,885		)	—		(8,815		)	(262,700		)
Issuance of debt	119,000			—			136,775			255,775			—		—			255,775
Repayments of debt	(75,018		)	—			(13,097		)	(88,115		)	—		—			(88,115		)
Debt issuance costs paid	(148		)	—			—			(148		)	—		—			(148		)
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(1,845		)	(1,845		)
Proceeds from exercise of stock options	11			—			—			11			—		—			11
Purchase of treasury stock	(2,364		)	—			—			(2,364		)	—		—			(2,364		)
Net cash flow provided by (used in) financing activities	41,481			—			123,678			165,159			—		(1,845		)	163,314
Effect of exchange rates on cash	—			—			531			531			—		196			727
Net increase (decrease) in cash and equivalents	2,741			—			—			2,741			2		(1,886		)	857
Cash and equivalents at beginning of period	363			—			—			363			—		12,783			13,146
Cash and equivalents at end of period	$	3,104		$	—		$	—		$	3,104		$	2	$	10,897		$	14,003

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Derivatives And Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2013

Credit Risk Derivatives, at Fair Value, Net [Abstract]

Estimated Fair Value Of Derivative Instruments Under Input Levels

	Asset Derivatives				Liability Derivatives
	June 30, 2013		December 31, 2012		June 30, 2013			December 31, 2012
	(in thousands)				(in thousands)
Level 2 inputs	$	163,299	$	207,042	$	(31	)	$	959
Level 3 inputs	7,851		11,595		17,724			16,526
Total	$	171,150	$	218,637	$	17,693		$	17,485

Changes In Level 3 Fair Values

	For the Three Months Ended June 30,
	2013			2012
	(In thousands)
Balance at beginning of period	$	(9,037	)	$	21,587
Total gains (losses) for the period:
Unrealized gain (loss) on derivatives	556			35,197
Settlements in production revenue	—			(1,037		)
Settlements in net derivative gains (losses)	(1,392		)	(8,997		)
Unrealized gains reported in OCI	—			(1,405		)
Balance at end of period	$	(9,873	)	$	45,345
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	$	2,854		$	35,197

	For the Six Months Ended June 30,
	2013			2012
	(In thousands)
Balance at beginning of period	$	(4,931	)	$	150,989
Total gains (losses) for the period:
Unrealized gain (loss) on commodity hedges	538			35,525
Transfers out of Level 3	—			(153,418		)
Settlements in Production Revenue	—			(4,775		)
Settlements in Other Revenue	(5,480		)	(15,873		)
Unrealized gains reported in OCI	—			32,897
Balance at end of period	$	(9,873	)	$	45,345
Total gains included in net derivative gains attributable to the change in unrealized gains related to assets still held at the reporting date	$	2,762		$	35,525

Price Collars And Swaps For Anticipated Natural Gas And NGL Production

Production Year	Daily Production Volume
	MMcfd
Remainder of 2013	200
2014	170
2015	150
2016-2021	40

Reduction Of Interest Expense Over The Life Of The Debt Instruments

	(In thousands)
Remainder of 2013	$	965
2014	2,039
2015	2,194
2016	569
	$	5,767

Estimated Fair Value Of Derivative Instruments

	Asset Derivatives				Liability Derivatives
	June 30, 2013		December 31, 2012		June 30, 2013		December 31, 2012
	(In thousands)				(In thousands)
Derivatives not designated as hedges:
Commodity contracts reported in:
Current derivative assets	$	70,009	$	113,367	$	—	$	—
Noncurrent derivative assets	103,915		107,542		2,774		2,272
Current derivative liabilities	—		—		—		—
Noncurrent derivative liabilities	315		92		18,008		17,577
Total derivatives not designated as hedges	$	174,239	$	221,001	$	20,782	$	19,849

Carrying Value Of Derivatives

	For the Three Months Ended June 30,
	2012
	Commodity Hedges
	(In thousands)
Derivative fair value at beginning of period	$	211,163
Settlements in production revenue	(49,999		)
Ineffectiveness reported in net derivative gains	6,810
Unrealized gains reported in OCI	8,752
Derivative fair value at end of period	$	176,726
	For the Six Months Ended June 30,
	2012
	Commodity Hedges
	(In thousands)
Derivative fair value at beginning of period	$	342,799
Settlements in production revenue	(91,736		)
Settlements in net derivative gains	(3,820		)
Ineffectiveness reported in net derivative gains	1,569
Unrealized gains reported in OCI	108,646
Derecognition of hedge	(180,732		)
Derivative fair value at end of period	$	176,726

Net Deferred Hedge Gain in AOCI to be Released into Earnings in a Future Period [Table Text Block]

	(In thousands)
Remainder of 2013	$	32,377
2014	37,084
2015	33,191
2016	13,476
2017	12,531
2018 and thereafter	41,443
	$	170,102

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Property, Plant And Equipment (Schedule Of Property, Plant And Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Subject to depletion	$ 5,639,725	$ 5,770,913
Unevaluated costs	281,875	307,267
Accumulated depletion	(5,261,665)	(5,297,220)
Net oil and gas properties	659,935	780,960
Pipelines and processing facilities	353,479	375,248
General properties	81,628	75,147
Accumulated depreciation	(202,192)	(202,297)
Net other property and equipment	232,915	248,098
Property, plant and equipment, net of accumulated depletion and depreciation	$ 892,850	$ 1,029,058

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Quicksilver Stockholders' Equity (Assumptions For The Black-Scholes Option Pricing Model For Stock Options Issued) (Details) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Weighted avg grant date fair value	$ 0.99	$ 4.21
Weighted avg risk-free interest rate	0.44%	1.14%
Expected life (in years)	2 years 10 months 24 days	6 years
Wtd avg volatility	64.30%	68.20%
Expected dividends	0.00%	0.00%

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Derivatives And Fair Value Measurements (Reduction Of Interest Expense Over The Life Of The Debt Instruments) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Credit Risk Derivatives, at Fair Value, Net [Abstract]
Remainder of 2013	$ 965
2014	2,039
2015	2,194
2016	569
Reduction of interest expense over the life of the debt instruments, total	$ 5,767

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Derivatives And Fair Value Measurements (Narrative) (Details) (USD $)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Mar. 31, 2012	Jun. 30, 2013 MMcf	Jun. 30, 2012	Dec. 31, 2010
Realized Gain on Derivative Instruments, Gross, Pretax	$ (3,476,000)	$ 17,100,000		$ 6,120,000	$ 22,682,000
Net Deferred Hedge Gain in AOCI to be Released into Earnings Year One				32,377,000
Net Deferred Hedge Gain in AOCI to be Released into Earnings Year Two				37,084,000
Net Deferred Hedge Gain in AOCI to be Released into Earnings Year Three				33,191,000
Net Deferred Hedge Gain in AOCI to be Released into Earnings Year Four				13,476,000
Net Deferred Hedge Gain in AOCI to be Released into Earnings Year Five				12,531,000
Net Deferred Hedge Gain in AOCI to be Released into Earnings Thereafter				41,443,000
Net Deferred Hedge Gain in AOCI to be Released into Earnings				170,102,000
Natural gas hedges original tenure				10 years
Cash received in settlement of hedge						41,500,000
Interest previously accrued and earned						10,700,000
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Pretax, Accumulated Other Comprehensive Income (Loss)						30,800,000
Senior notes maturity						2015
Gain (Loss) on Discontinuation of Interest Rate Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring, Net				8,000,000
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net			2,500,000	11,000,000
Remaining deferred gains on early settlements from interest rate swaps				5,800,000
Gains and losses from the effective portion of derivative assets and liabilities held in AOCI expected to be reclassified into earnings	$ 51,600,000			$ 51,600,000
Term of derivative instrument				10 years
Gas 2013, MMcfd				200
Gas 2014, MMcfd				170
Gas 2015, MMcfd				150
Gas 2016-2021, MMcfd				40
Fair Value Inputs, Level 3 [Member] | Maximum [Member]
Unobservable inputs included within the fair value calculation	6.32			6.32
Fair Value Inputs, Level 3 [Member] | Minimum [Member]
Unobservable inputs included within the fair value calculation	3.56			3.56

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Derivatives And Fair Value Measurements (Estimated Fair Value Of Derivative Instruments Under Input Levels) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Asset Derivatives [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	$ 171,150	$ 218,637
Asset Derivatives [Member] | Fair Value Inputs, Level 2 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	163,299	207,042
Asset Derivatives [Member] | Fair Value Inputs, Level 3 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	7,851	11,595
Liability Derivatives [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	17,693	17,485
Liability Derivatives [Member] | Fair Value Inputs, Level 2 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	(31)	959
Liability Derivatives [Member] | Fair Value Inputs, Level 3 [Member] | Commodity Contracts [Member]
Derivatives, Fair Value [Line Items]
Estimated fair value of derivative instruments	$ 17,724	$ 16,526

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Asset Retirement Obligations

6 Months Ended

Jun. 30, 2013

Asset Retirement Obligation [Abstract]

Asset Retirement Obligations

ASSET RETIREMENT OBLIGATIONS

The following table provides a reconciliation of the changes in the estimated asset retirement obligation for the six months endedJune 30, 2013.

	(In thousands)
Beginning asset retirement obligations	$	116,526
Additional liability incurred	3,124
Change in estimates	1,691
Accretion expense	2,644
Asset retirement costs incurred	(1,053		)
Settlement of liability in excess of obligation recorded	269
Disposition	(12,230		)
Currency translation adjustment	(3,107		)
Ending asset retirement obligations	107,864
Less current portion	(577		)
Long-term asset retirement obligation	$	107,287

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Supplemental Cash Flow Information (Cash Paid Or Received For Interest And Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Supplemental Cash Flow Information [Abstract]
Interest, net of capitalized interest	$ 129,569	$ 77,940
Income taxes	$ 1,108	$ (1,565)

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Operating Income And Property And Equipment Costs Incurred

	Exploration & Production														Quicksilver Consolidated
	U.S.			Canada			Midstream		Corporate			Elimination
For the Three Months Ended June 30:	(In thousands)
2013
Revenue	$	140,393		$	34,264		$	6,576	$	—		$	(5,736	)	$	175,497
DD&A	10,323			3,047			1,307		588			—			15,265
Operating income (loss)	392,786			16,209			3,362		(17,463		)	—			394,894
Property and equipment costs incurred	14,760			2,620			675		9,344			—			27,399
2012 (Restated)
Revenue	$	166,642		$	26,249		$	5,024	$	—		$	(3,897	)	$	194,018
DD&A	39,410			6,700			1,320		586			—			48,016
Impairment expense	1,042,737			156,989			—		—			—			1,199,726
Operating income (loss)	(975,741		)	(158,465		)	184		(18,990		)	—			(1,153,012		)
Property and equipment costs incurred	44,546			103,778			5,459		1,914			—			155,697
For the Six Months Ended June 30:
2013
Revenue	$	221,949		$	70,523		$	12,791	$	—		$	(11,062	)	294,201
DD&A	23,451			6,237			2,647		1,186			—			33,521
Operating income (loss)	399,710			19,050			6,486		(34,224		)	—			391,022
Property and equipment costs incurred	35,313			5,684			755		9,984			—			51,736
2012 (Restated)
Revenue	$	308,418		$	56,382		$	9,282	$	—		$	(7,198	)	366,884
DD&A	81,227			17,516			2,528		1,184			—			102,455
Impairment expense	1,220,777			296,877			—		—			—			1,517,654
Operating income (loss)	(1,083,053		)	(299,666		)	406		(38,684		)	—			(1,420,997		)
Property and equipment costs incurred	116,977			157,401			11,439		5,447			—			291,264
Property, plant and equipment-net
June 30, 2013	$	490,516		$	294,405		$	100,619	$	7,310		$	—		$	892,850
December 31, 2012	614,071			294,921			111,523		8,543			—			1,029,058
Total assets
June 30, 2013	905,866			368,256			112,719		7,310			—			$	1,394,151
December 31, 2012	784,104			371,532			217,609		8,543			—			1,381,788

XML

Derivatives And Fair Value Measurements Derivatives, Investments And Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013
Fixed Income Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment	$ 19,880
Held-to-maturity Securities, Unrecognized Holding Gain	15
Held-to-maturity Securities, Unrecognized Holding Loss	0
Held-to-maturity Securities, Fair Value	19,895
Commercial Paper, Not Included with Cash and Cash Equivalents [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment	98,776
Held-to-maturity Securities, Unrecognized Holding Gain	59
Held-to-maturity Securities, Unrecognized Holding Loss	0
Held-to-maturity Securities, Fair Value	98,835
Debt Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities, Amortized Cost before Other than Temporary Impairment	118,656
Held-to-maturity Securities, Unrecognized Holding Gain	74
Held-to-maturity Securities, Unrecognized Holding Loss	0
Held-to-maturity Securities, Fair Value	$ 118,730

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Fortune Creek

6 Months Ended

Jun. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Fortune Creek

FORTUNE CREEK

Note 12 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains additional information on Fortune Creek. We committed to minimum expenditures of $300 million for drilling and completion activities in our Horn River Asset between 2012 and 2014, of which we incurred $148.8 million as of June 30, 2013, and pursuant to the partnership agreement will be required to incur an additional $31.2 million by December 31, 2013, with the balance to be incurred through December 31, 2014; provided further that up to $20 million could be deferred until December 31, 2015. Additionally, we committed gas production from our Horn River Asset for ten years beginning 2012, as more fully described below. KKR contributed $125 million cash in exchange for a 50% interest in Fortune Creek. Our Canadian subsidiary has responsibility for the day-to-day operations of Fortune Creek.

Our Canadian subsidiary entered into a firm gathering agreement with Fortune Creek which is guaranteed by us. At our election and based on the satisfaction of certain conditions, KKR has the responsibility to fund up to C$130 million of the capital required for construction of a new gas treatment facility in exchange for preferential cash flow distributions. If our subsidiary does not meet its obligations under the gathering agreement, KKR has the right to liquidate the partnership and consequently we have recorded the funds contributed by KKR as a liability in our consolidated financial statements. We recognize accretion expense to reflect the rate of return earned by KKR via its investment. Fortune Creek has made cash distributions to KKR, which are reported as cash used by financing activities, since May 2012.

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Long-Term Debt

6 Months Ended

Jun. 30, 2013

Long-term Debt, Other Disclosures [Abstract]

Long-Term Debt

LONG-TERM DEBT

Long-term debt consisted of the following:

	June 30, 2013		December 31, 2012
	(in thousands)
Combined Credit Agreements	$	190,211	$	388,150
Senior Secured Second Lien Credit Agreement, net of unamortized discount	606,250		—
Senior Secured Second Lien Notes due 2019, net of unamortized discount	194,000		—
Senior notes due 2015, net of unamortized discount	12,717		435,851
Senior notes due 2016, net of unamortized discount	8,021		579,795
Senior notes due 2019, net of unamortized discount	292,925		292,622
Senior notes due 2021, net of unamortized discount	308,516		—
Senior subordinated notes due 2016	350,000		350,000
Total debt	1,962,640		2,046,418
Unamortized deferred gain-terminated interest rate swaps	5,767		16,788
Current portion of long-term debt	—		—
Long-term debt	$	1,968,407	$	2,063,206

Combined Credit Facilities

The Combined Credit Agreements’ global borrowing base was $350 million and the global letter of credit capacity was $280 million as of June 30, 2013. At June 30, 2013, we had $104.7 million available under the Combined Credit Agreements.

We further amended our Combined Credit Agreements in April and June 2013 for the following:

• Reduce the global borrowing base to $350 million from $850 million, including a reduction due to the Tokyo Gas Transaction

• Reduce the minimum required interest coverage ratio to the following:

Period	Interest Coverage Ratio	Period	Interest Coverage Ratio
Q2 2013	1.25	Q1 2015	1.10
Q3 2013	1.25	Q2 2015	1.15
Q4 2013	1.25	Q3 2015	1.15
Q1 2014	1.20	Q4 2015	1.20
Q2 2014	1.15	Q1 2016	1.50
Q3 2014	1.10	Q2 2016	2.00
Q4 2014	1.10

• Permit up to $825 million of second lien debt, subject to customary intercreditor terms

• Permit redemption of junior debt with the proceeds from certain asset sales and permitted second lien debt, provided utilization under the global borrowing base after giving effect to such redemption is less than 75% and compliance with other customary conditions

• Reduce the maximum senior secured debt leverage ratio to 2.0 and exclude permitted second lien debt from the senior secured debt definition

• Increase the applicable margin by 0.75% for each type of loan and issued letters of credit

• Increase the minimum mortgage properties requirement to 87.5% from 80% of proved hydrocarbon interests evaluated in the then most recent reserve report

• Amend certain definitions which impact the financial covenant calculations.

Debt Refinancing

During the quarter ended June 30, 2013, we executed multiple debt transactions to extend our debt maturities and reduce the weighted average interest costs, which are more fully described below. Deferred issuance costs related to the new debt were $23.1 million and incurred costs related to the repurchased debt of $4.1 million were recognized as interest expense. Proceeds from the issuance of the Senior Secured Second Lien Credit Agreement, Senior Secured Second Lien Notes due 2019 and Senior Notes due 2021 were used to pay for all validly tendered Senior Notes due 2015 and Senior Notes due 2016 and accrued interest thereon and transaction expenses.

Senior Secured Second Lien Credit Agreement

On June 21, 2013, we entered into a $625 million six-year Senior Secured Second Lien Credit Agreement. The loans thereunder were made at 97% of par, which resulted in net proceeds of $606.3 million. The Senior Secured Second Lien Credit Agreement has a margin of 5.75% plus the Adjusted LIBOR (as defined in the Senior Secured Second Lien Credit Agreement, which is subject to a floor of 1.25%) or 4.75% plus the Alternate Base Rate (as defined in the Senior Secured Second Lien Credit Agreement, which is subject to a floor of 2.25%).

Senior Secured Second Lien Notes due 2019

On June 21, 2013, we issued $200 million Senior Secured Second Lien Notes due 2019. The notes were issued at 97% of par, which resulted in net proceeds of $194 million. The Senior Secured Second Lien Notes have a margin of 5.75% plus LIBOR (as defined in the indenture governing the Senior Secured Second Lien Notes due 2019, which is subject to a floor of 1.25%). Interest is payable on the last day of each quarter period.

Senior Notes due 2021

On June 21, 2013, we issued $325 million of senior notes due 2021, which are unsecured, senior obligations. The notes were issued at 94.928% of par, which resulted in proceeds of $308.5 million. Interest at the rate of 11.00% is payable semiannually on January 1 and July 1.

Senior Notes due 2015

During the quarter ended June 30, 2013, we announced a cash tender offer and consent solicitation on the Senior Notes due 2015 at a price of $1,027.90 plus interest of $32.08 per $1,000 outstanding. On June 21, 2013, we accepted and paid for all validly tendered notes, which was $425.2 million of the outstanding $438.0 million, which resulted in an aggregate payment of $450.7 million for such repurchase. We also entered into a supplemental indenture to eliminate substantially all of the restrictive covenants and certain events of default with respect to such notes.

Senior Notes Due 2016

During the quarter ended June 30, 2013, we announced a cash tender offer and consent solicitation on the Senior Notes due 2016 at a price of $1,068 plus interest of $55.49 per $1,000 outstanding. On June 21, 2013, we accepted and paid for all validly tendered notes, which was $582.5 million of the outstanding $590.6 million, which resulted in an aggregate payment of $654.4 million for such repurchase. We also entered into a supplemental indenture to eliminate substantially all of the restrictive covenants and certain events of default with respect to such notes.

Senior Notes Due 2019

During the quarter ended June 30, 2013, we announced a consent solicitation on the Senior Notes due 2019. On June 21, 2013, we entered into supplemental indentures to permit the refinancing of the Senior Subordinated Notes due 2016 by incurring indebtedness that ranks equally in right of payment with the Senior Notes due 2019 provided such indebtedness has maturities longer than the Senior Notes due 2019, which resulted in the payment of an $11.5 million consent fee for the consenting holders of the Senior Notes due 2019.

Indenture Restrictions

We have an incurrence test under our indentures applicable to debt, restricted payments, mergers and consolidations and designation of unrestricted subsidiaries that requires EBITDA to exceed interest expense by 2.25 times. At June 30, 2013, we did not meet this test and, as a result, we are limited in our ability to, among other things, incur additional debt, except for specific baskets. We do retain, however, the ability to utilize the full borrowing capacity under our Combined Credit Agreements and to refinance existing debt. Not meeting this ratio does not represent an event of default under our indentures. We are presently unable to predict when or if we will meet the incurrence test.

Summary of All Outstanding Debt

The following table summarizes certain significant aspects of our long-term debt outstanding at June 30, 2013.

	Priority on Collateral and Structural Seniority (1)
	Highest priority							Lowest priority
	First Lien	Second Lien		Senior Unsecured				Senior Subordinated
	Combined Credit Agreements	Senior Secured Second Lien Credit Agreement	Senior Secured Second Lien Notes due 2019	2015 Senior Notes	2016 Senior Notes	2019 Senior Notes	2021 Senior Notes	Senior Subordinated Notes
Principal amount (2)	$350 million	$625 million	$200 million	$13 million	$8 million	$298 million	$325 million	$350 million
Scheduled maturity date (3)	September 6, 2016	June 21, 2019	June 21, 2019	August 1, 2015	January 1, 2016	August 15, 2019	July 1, 2021	April 1, 2016
Interest rate on outstanding borrowings at June 30, 2013 (4)	3.88%	7.00%	7.00%	8.25%	11.75%	9.125%	11.00%	7.125%
Base interest rate options (5) (6)	LIBOR, ABR, CDOR	LIBOR floor of 1.25%; ABR floor 2.25%	LIBOR floor of 1.25%	N/A	N/A	N/A	N/A	N/A
Financial covenants (7)	- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.25 - Maximum senior secured debt leverage ratio of 2.0	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Significant restrictive covenants (7)	- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases- Asset sales - Affiliate transactions - Limitations on derivatives and investments	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Asset sales	- Asset sales	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions
Optional redemption (7)	Any time	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	August 1, 2013: 101.938 2014: par	July 1, 2013: 105.875 2014: 102.938 2015: par	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	July 1, 2019: 102.000 2020: par	April 1, 2013: 101.188 2014: par
Make-whole redemption (7)	N/A	N/A	N/A	N/A	Callable prior to July 1, 2013 at make-whole call price of Treasury +50 bps	Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	N/A	N/A
Change of control (7)	Event of default	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest
Estimated fair value (8)	$190.2 million	$560.2 million	$179.3 million	$11.1 million	$7.7 million	$253.3 million	$284.4 million	$283.5 million

⁽¹⁾  Borrowings under the Amended and Restated U.S. Credit Facility, Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Senior Secured Second Lien Credit Agreement and the Senior Secured Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

⁽²⁾  The principal amount for the Combined Credit Agreements represents the global borrowing base as of June 30, 2013.

⁽³⁾  The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Senior Secured Second Lien Credit Agreement or the Senior Secured Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are required to be repaid (1) 91 days prior the maturity of the 2019 Notes if more than $100 million of 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

⁽⁴⁾  Represents the weighted average borrowing rate payable to lenders.

⁽⁵⁾  Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% to 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% to 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾  Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% to 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

⁽⁷⁾  The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽⁸⁾  The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).

XML

Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Operating activities:
Net income (loss)	$ 182,818	$ (1,013,587)	[1]
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion, depreciation and accretion	33,521	102,455	[1]
Impairment expense	0	1,517,654	[1]
Crestwood earn-out		(41,097)
Deferred income tax expense (benefit)	11,497	(497,827)
Non-cash loss from hedging and derivative activities	9,135	8,651
Stock-based compensation	11,163	10,021
Non-cash interest expense	21,773	3,469
Fortune Creek accretion	9,672	9,571	[1]
Other	1,548	328
Changes in assets and liabilities
Accounts receivable	19,264	30,600
Prepaid expenses and other assets	(1,195)	(5,031)
Accounts payable	(16,443)	(21,838)
Accrued and other liabilities	(27,687)	(3,853)
Net cash provided by operating activities	(78,106)	99,516
Investing activities:
Purchases of property, plant and equipment	(55,849)	(307,169)
Proceeds from Crestwood earn-out	463,418	41,097
Proceeds from sale of properties and equipment	1,681	3,372
Payments to acquire marketable securities	(118,656)	0
Net cash used by investing activities	290,594	(262,700)
Financing activities:
Issuance of debt	1,173,306	255,775
Repayments of debt	(1,264,117)	(88,115)
Debt issuance costs paid	(25,608)	(148)
Distribution of Fortune Creek Partnership funds	(5,009)	(1,845)
Proceeds from exercise of stock options	0	11
Purchase of treasury stock	(1,125)	(2,364)
Net cash provided by financing activities	(122,553)	163,314
Effect of exchange rate changes in cash	1,907	727
Net increase (decrease) in cash	91,842	857
Cash at beginning of period	4,951	13,146
Cash at end of period	96,793	14,003
kwk_CrestwoodLP [Member]
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Crestwood earn-out	0	(41,097)	[1]
Investing activities:
Proceeds from Crestwood earn-out	0	41,097
Tokyo Gas [Member]
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Crestwood earn-out	(333,172)	0	[1]
Investing activities:
Proceeds from Crestwood earn-out	$ 463,418	$ 0

[1] Note 1 contains additional information

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Fortune Creek (Details) (KKR [Member]) In Millions, unless otherwise specified	6 Months Ended		18 Months Ended
	Jun. 30, 2013 USD ($) Y	Jun. 30, 2013 CAD	Jun. 30, 2013 USD ($) Y
Minimum capital expenditures	$ 300.0		$ 148.8
Expenditures Required to Acquire Productive Assets Within the Next Twelve Months	31.2		31.2
Expenditures Required to Acquire Productive Assets That Could Be Deferred Past 2014	20.0		20.0
Dedicated years for gas production	10	10	10
Payments to acquire interest in joint venture	125
Percentage of interest by parent in the partnership	50.00%	50.00%	50.00%
Maximum construction project contributions		130

XML

Long-Term Debt (Schedule Of Outstanding Debt) (Details) (USD $) In Millions, unless otherwise specified							6 Months Ended																													6 Months Ended									6 Months Ended
	Jun. 30, 2013 Combined Credit Agreements [Member]	Mar. 31, 2013 Combined Credit Agreements [Member]	Jun. 30, 2013 Senior Secured Second Lien Credit Facility [Member]	Jun. 30, 2013 Canadian Credit Facility [Member]	Jun. 30, 2013 Multiple Subsidiaries Set One [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 Multiple Subsidiaries Set Two [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 Maximum [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 Lowest [Member] Senior Subordinated Notes [Member]	Jun. 30, 2013 Equal [Member] Senior Notes Due 2015 [Member]	Jun. 30, 2013 Equal [Member] Senior Notes Due 2016 [Member]	Jun. 30, 2013 Equal [Member] Senior Notes Due 2019 [Member]	Jun. 30, 2013 Equal [Member] Senior Notes Due 2021 [Member]	Jun. 30, 2013 Highest [Member] Combined Credit Agreements [Member]	Jun. 30, 2013 First Mortgage [Member] Combined Credit Agreements [Member]		Jun. 30, 2013 Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]		Jun. 30, 2013 Second Lien Debt [Member] Senior Secured Second Lien Term Loan Due 2019 [Member]		Jun. 30, 2013 Senior Notes [Member] Senior Notes Due 2015 [Member]		Jun. 30, 2013 Senior Notes [Member] Senior Notes Due 2016 [Member]		Jun. 30, 2013 Senior Notes [Member] Senior Notes Due 2019 [Member]		Jun. 30, 2013 Senior Notes [Member] Senior Notes Due 2021 [Member]		Jun. 30, 2013 Senior Subordinated Notes [Member]		Jun. 30, 2013 ABR [Member] Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]	Jun. 30, 2013 CDOR Rate [Member] Maximum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 CDOR Rate [Member] Minimum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 LIBOR [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 LIBOR [Member] Maximum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 LIBOR [Member] Minimum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 LIBOR [Member] Second Lien Debt [Member] Senior Secured Second Lien Credit Facility [Member]	Jun. 30, 2013 LIBOR [Member] Second Lien Debt [Member] Senior Secured Second Lien Term Loan Due 2019 [Member]	Jun. 30, 2013 Canadian Prime Rate [Member] Maximum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 Canadian Prime Rate [Member] Minimum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 U.S. Prime Rate [Member] Maximum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 U.S. Prime Rate [Member] Minimum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 Eurodollar Loans [Member] Maximum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 Eurodollar Loans [Member] Minimum [Member] Canadian Credit Facility [Member]	Jun. 30, 2013 Federal Funds Rate [Member] U.S. Credit Facility [Member]	Jun. 30, 2013 2013 [Member] Lowest [Member] Senior Subordinated Notes [Member]	Jun. 30, 2013 2013 [Member] Equal [Member] Senior Notes Due 2015 [Member]	Jun. 30, 2013 2013 [Member] Equal [Member] Senior Notes Due 2016 [Member]	Jun. 30, 2013 2014 [Member] Equal [Member] Senior Notes Due 2016 [Member]	Jun. 30, 2013 2014 [Member] Equal [Member] Senior Notes Due 2019 [Member]	Jun. 30, 2013 2015 [Member] Equal [Member] Senior Notes Due 2019 [Member]	Jun. 30, 2013 2016 [Member] Equal [Member] Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 350	$ 850												$ 350	[1],[2]
Principal amount																625	[2]	200	[2]	13		8		298		325		350
Scheduled maturity date														Sep. 06, 2016	[2],[3]	Jun. 21, 2019	[2],[3]	Jun. 21, 2019	[2],[3]	Aug. 01, 2015		Jan. 01, 2016		Aug. 15, 2019		Jul. 01, 2021		Apr. 01, 2016
Interest rate on outstanding borrowings at end of current period														3.88%	[4]	7.00%	[2]	7.00%	[2]	8.25%		11.75%		9.125%		11.00%		7.125%
Base interest rate options														LIBOR, ABR, CDOR	[2],[5],[6]	LIBOR floor of 1.25%; ABR floor 2.25%	[2]	LIBOR floor of 1.25%	[2]	N/A		N/A		N/A		N/A		N/A
Financial covenants														- Minimum current ratio of 1.0 - Minimum EBITDA to cash interest expense ratio of 1.25 - Maximum senior secured debt leverage ratio of 2.0	[2],[7]	N/A	[2],[7]	N/A	[2],[7]	N/A	[7]	N/A	[7]	N/A	[7]	N/A	[7]	N/A	[7]
Significant restrictive covenants														- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases- Asset sales - Affiliate transactions - Limitations on derivatives and investments	[2],[7]	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[2],[7]	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[2],[7]	- Asset sales	[7]	- Asset sales	[7]	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7]	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7]	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	[7]
Optional redemption														Any time	[2],[7]	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	[2],[7]	Any time, subject to re-pricing event June 21, 2014: 102 2015: 101	[2],[7]	August 1, 2013: 101.938 2014: par	[7]	July 1, 2013: 105.875 2014: 102.938 2015: par	[7]	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	[7]	July 1, 2019: 102.000 2020: par	[7]	April 1, 2013: 101.188 2014: par	[7]
Make-whole redemption														N/A	[2],[7]	N/A	[2],[7]	N/A	[2],[7]	N/A	[7]	Callable prior to July 1, 2013 at make-whole call price of Treasury +50 bps	[7]	Callable prior to August 15, 2014 at make-whole call price of Treasury +50 bps	[7]	N/A	[7]	N/A	[7]
Change of control														Event of default	[2],[7]	Put at 101% of principal plus accrued interest	[2],[7]	Put at 101% of principal plus accrued interest	[2],[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]	Put at 101% of principal plus accrued interest	[7]
Estimated fair value														190.2		560.2		179.3		11.1		7.7		253.3		284.4		283.5
Equity interests				100.00%	100.00%	65.00%
Credit Agreement Repayment Term Trigerring Event, Maximum Threshold For Measurement	$ 100		$ 100
Commitment fee percentage							1.75%
Current ratio													1.0
Minimum EBITDA to cash interest expense ratio													1.3
Senior secured debt leverage ratio													2.0
Redemption percentage of par value																										102.00%																			101.188%	101.938%	105.875%	102.938%	104.563%	103.042%	101.521%
Debt Instrument, Reference Rate, Floor																														2.25%						1.25%	1.25%
Applicable margin in addition to interest rate							2.75%			0.50%	0.50%																				3.75%	2.75%	1.00%	3.75%	2.75%			2.75%	1.75%	2.75%	1.75%	2.50%	1.50%	0.50%
Percentage of principal plus accrued interest for change of control								101.00%	101.00%	101.00%	101.00%	101.00%						101.00%

[1] The principal amount for the Combined Credit Agreements represents the global borrowing base as of June 30, 2013.

[2] Borrowings under the Amended and Restated U.S. Credit Facility, Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Senior Secured Second Lien Credit Agreement and the Senior Secured Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of Quicksilver Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of Quicksilver Canada (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

[3] The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes, the 2016 Senior Subordinated Notes, the Senior Secured Second Lien Credit Agreement or the Senior Secured Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Senior Secured Second Lien Credit Agreement and Senior Secured Second Lien Notes due 2019 are required to be repaid (1) 91 days prior the maturity of the 2019 Notes if more than $100 million of 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the 2015 Senior Notes, the 2016 Senior Notes or the 2016 Senior Subordinated Notes if on the applicable date the aggregate amount of all such notes remaining outstanding is greater than $100 million.

[4] Represents the weighted average borrowing rate payable to lenders.

[5] mounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% to 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

[6] mounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% to 3.75%, (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% to 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

[7] The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

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Crestwood Earn-Out (Details) (kwk_CrestwoodLP [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2013
kwk_CrestwoodLP [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Significant Acquisitions and Disposals, Gain (Loss) on Sale or Disposal, Pretax	$ 41.0

XML

Condensed Consolidating Financial Information (Schedule of Condensed Consolidated Statements Of Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012
Revenue	$ 175,497	$ 194,018	[1]	$ 294,201	$ 366,884	[1]
Operating expenses	113,775	1,347,030		236,351	1,828,978
Crestwood earn-out					41,097
Equity in net earnings of subsidiaries	0	0		0	0
Operating income (loss)	394,894	(1,153,012)	[1]	391,022	(1,420,997)	[1]
Fortune Creek accretion	(4,827)	(4,830)	[1]	(9,672)	(9,571)	[1]
Interest expense and other	(142,343)	40,011		(186,435)	80,088
Income tax (expense) benefit	(5,201)	395,831	[1]	(12,097)	497,069	[1]
Net income (loss)	242,523	(802,022)	[1]	182,818	(1,013,587)	[1]
Other comprehensive income (loss)	(11,898)	(29,498)		(22,900)	(7,739)
Equity in OCI of subsidiaries	(2,969)	(2,952)		(6,420)	9,438
Comprehensive income (loss)	227,656	(834,472)	[1]	153,498	(1,011,888)	[1]
Quicksilver Resources Inc. [Member]
Revenue	131,925	172,818		220,826	321,408
Operating expenses	86,194	1,166,469		183,217	1,482,081
Crestwood earn-out					41,097
Equity in net earnings of subsidiaries	(8,890)	(122,952)		(13,081)	(233,294)
Operating income (loss)	370,013	(1,116,603)		357,700	(1,352,870)
Fortune Creek accretion	0	0		0	0
Interest expense and other	(122,549)	(37,971)		(163,717)	(76,614)
Income tax (expense) benefit	(4,941)	(352,694)		(11,165)	(416,039)
Net income (loss)	242,523	(801,880)		182,818	(1,013,445)
Other comprehensive income (loss)	(11,898)	(29,498)		(22,900)	(7,739)
Equity in OCI of subsidiaries	(2,969)	(2,952)		(6,420)	9,438
Comprehensive income (loss)	227,656	(834,330)		153,498	(1,011,746)
Restricted Guarantor Subsidiaries [Member]
Revenue	202	1,078		416	2,208
Operating expenses	108	893		138	1,802
Crestwood earn-out					0
Equity in net earnings of subsidiaries	0	0		0	0
Operating income (loss)	94	185		278	406
Fortune Creek accretion	0	0		0	0
Interest expense and other	0	0		0	0
Income tax (expense) benefit	0	65		0	142
Net income (loss)	94	120		278	264
Other comprehensive income (loss)	0	0		0	0
Equity in OCI of subsidiaries	0	0		0	0
Comprehensive income (loss)	94	120		278	264
Restricted Non-Guarantor Subsidiaries [Member]
Revenue	43,370	20,817		72,959	44,866
Operating expenses	30,740	181,749		59,199	349,209
Crestwood earn-out					0
Equity in net earnings of subsidiaries	(1,558)	(1,051)		(3,466)	(4,662)
Operating income (loss)	11,072	(161,983)		10,294	(309,005)
Fortune Creek accretion	0	0		0	0
Interest expense and other	(19,796)	(2,040)		(22,721)	(3,474)
Income tax (expense) benefit	(260)	(40,809)		(932)	(78,779)
Net income (loss)	(8,984)	(123,214)		(13,359)	(233,700)
Other comprehensive income (loss)	(2,969)	(2,952)		(6,420)	9,438
Equity in OCI of subsidiaries	0	0		0	0
Comprehensive income (loss)	(11,953)	(126,166)		(19,779)	(224,262)
Restricted Subsidiary Eliminations [Member]
Revenue	0	(695)		0	(1,598)
Operating expenses	0	(695)		0	(1,598)
Crestwood earn-out					0
Equity in net earnings of subsidiaries	8,890	122,952		13,081	233,294
Operating income (loss)	8,890	122,952		13,081	233,294
Fortune Creek accretion	0	0		0	0
Interest expense and other	0	0		0	0
Income tax (expense) benefit	0	0		0	0
Net income (loss)	8,890	122,952		13,081	233,294
Other comprehensive income (loss)	2,969	2,952		6,420	(9,438)
Equity in OCI of subsidiaries	0	0		0	0
Comprehensive income (loss)	11,859	125,904		19,501	223,856
Quicksilver And Restricted Subsidiaries [Member]
Revenue	175,497	194,018		294,201	366,884
Operating expenses	117,042	1,348,416		242,554	1,831,494
Crestwood earn-out					41,097
Equity in net earnings of subsidiaries	(1,558)	(1,051)		(3,466)	(4,662)
Operating income (loss)	390,069	(1,155,449)		381,353	(1,428,175)
Fortune Creek accretion	0	0		0	0
Interest expense and other	(142,345)	(40,011)		(186,438)	(80,088)
Income tax (expense) benefit	(5,201)	393,438		(12,097)	494,676
Net income (loss)	242,523	(802,022)		182,818	(1,013,587)
Other comprehensive income (loss)	(11,898)	(29,498)		(22,900)	(7,739)
Equity in OCI of subsidiaries	(2,969)	(2,952)		(6,420)	9,438
Comprehensive income (loss)	227,656	(834,472)		153,498	(1,011,888)
Unrestricted Non-Guarantor Subsidiaries [Member]
Revenue	0	0		0	0
Operating expenses	0	0		0	0
Crestwood earn-out					0
Equity in net earnings of subsidiaries	3,269	1,386		6,206	2,516
Operating income (loss)	3,269	1,386		6,206	2,516
Fortune Creek accretion	0	0		0	0
Interest expense and other	0	0		0	0
Income tax (expense) benefit	0	0		0	0
Net income (loss)	3,269	1,386		6,206	2,516
Other comprehensive income (loss)	0	0		0	0
Equity in OCI of subsidiaries	0	0		0	0
Comprehensive income (loss)	3,269	1,386		6,206	2,516
Fortune Creek [Member]
Revenue	5,737	3,202		11,062	5,599
Operating expenses	2,470	1,816		4,859	3,083
Crestwood earn-out					0
Equity in net earnings of subsidiaries	0	0		0	0
Operating income (loss)	3,267	1,386		6,203	2,516
Fortune Creek accretion	0	0		0	0
Interest expense and other	2	0		3	0
Income tax (expense) benefit	0	0		0	0
Net income (loss)	3,269	1,386		6,206	2,516
Other comprehensive income (loss)	0	0		0	0
Equity in OCI of subsidiaries	0	0		0	0
Comprehensive income (loss)	3,269	1,386		6,206	2,516
Consolidating Eliminations [Member]
Revenue	(5,737)	(3,202)		(11,062)	(5,599)
Operating expenses	(5,737)	(3,202)		(11,062)	(5,599)
Crestwood earn-out					0
Equity in net earnings of subsidiaries	(1,711)	(335)		(2,740)	2,146
Operating income (loss)	(1,711)	(335)		(2,740)	2,146
Fortune Creek accretion	(4,827)	4,830		(9,672)	9,571
Interest expense and other	0	0		0	0
Income tax (expense) benefit	0	(2,393)		0	(2,393)
Net income (loss)	(6,538)	(2,772)		(12,412)	(5,032)
Other comprehensive income (loss)	0	0		0	0
Equity in OCI of subsidiaries	0	0		0	0
Comprehensive income (loss)	(6,538)	(2,772)		(12,412)	(5,032)
Tokyo Gas [Member]
Crestwood earn-out	333,172	0	[1]	333,172	0	[1]
Tokyo Gas [Member] | Quicksilver Resources Inc. [Member]
Crestwood earn-out	333,172			333,172
Tokyo Gas [Member] | Restricted Guarantor Subsidiaries [Member]
Crestwood earn-out	0			0
Tokyo Gas [Member] | Restricted Non-Guarantor Subsidiaries [Member]
Crestwood earn-out	0			0
Tokyo Gas [Member] | Restricted Subsidiary Eliminations [Member]
Crestwood earn-out	0			0
Tokyo Gas [Member] | Quicksilver And Restricted Subsidiaries [Member]
Crestwood earn-out	333,172			333,172
Tokyo Gas [Member] | Unrestricted Non-Guarantor Subsidiaries [Member]
Crestwood earn-out	0			0
Tokyo Gas [Member] | Fortune Creek [Member]
Crestwood earn-out	0			0
Tokyo Gas [Member] | Consolidating Eliminations [Member]
Crestwood earn-out	$ 0			$ 0

[1] Note 1 contains additional information

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Condensed Consolidating Financial Information

6 Months Ended

Jun. 30, 2013

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Note 19 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains a more complete description of our guarantor, non-guarantor, restricted and unrestricted subsidiaries under the indentures for our senior notes and senior subordinated notes.

The following tables present financial information about Quicksilver and our restricted subsidiaries for the six-month period covered by the consolidated financial statements. Under the indentures for our senior notes and senior subordinated notes, Fortune Creek is not considered to be a subsidiary and therefore it is presented separately from the other subsidiaries for these purposes.

Condensed Consolidating Balance Sheets

	June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidating Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	315,840		$	9,234		$	61,819		$	(21,456	)	$	365,437		$	12,838		$	2,866	$	(25,634	)	$	355,507
Property and equipment	496,367			16,029			295,864			—			808,260			—			84,590		—			892,850
Investment in subsidiaries (equity method)	(214,588		)	—			(31,168		)	214,588			(31,168		)	(31,167		)	—		62,335			—
Other assets	494,776			—			41,741			(390,723		)	145,794			—			—		—			145,794
Total assets	$	1,092,395		$	25,263		$	368,256		$	(197,591	)	$	1,288,323		$	(18,329	)	$	87,456	$	36,701		$	1,394,151
LIABILITIES AND EQUITY
Current liabilities	$	98,542		$	11,417		$	44,472		$	(21,456	)	$	132,975		$	12,819		$	1,680	$	(25,634	)	$	121,840
Long-term liabilities	1,962,342			19,242			520,231			(390,723		)	2,111,092			—			1,537		128,174			2,240,803
Stockholders' equity	(968,489		)	(5,396		)	(196,447		)	214,588			(955,744		)	(31,148		)	84,239		(65,839		)	(968,492		)
Total liabilities and equity	$	1,092,395		$	25,263		$	368,256		$	(197,591	)	$	1,288,323		$	(18,329	)	$	87,456	$	36,701		$	1,394,151

	December 31, 2012
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries			Fortune Creek		Consolidating Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
ASSETS
Current assets	$	261,130		$	105,695		$	76,088		$	(222,586	)	$	220,327		$	13,250		$	391	$	(26,455	)	$	207,513
Property and equipment	621,073			20,007			296,462			—			937,542			—			91,516		—			1,029,058
Investment in subsidiaries (equity method)	(191,725		)	—			(42,883		)	191,725			(42,883		)	(42,905		)	—		85,788			—
Other assets	346,972			—			41,865			(243,620		)	145,217			—			—		—			145,217
Total assets	$	1,037,450		$	125,702		$	371,532		$	(274,481	)	$	1,260,203		$	(29,655	)	$	91,907	$	59,333		$	1,381,788
LIABILITIES AND EQUITY
Current liabilities	$	255,678		$	112,133		$	33,475		$	(222,586	)	$	178,700		$	13,230		$	2,316	$	(26,455	)	$	167,791
Long-term liabilities	1,914,568			19,242			524,107			(243,620		)	2,214,297			—			1,585		130,912			2,346,794
Stockholders' equity	(1,132,796		)	(5,673		)	(186,050		)	191,725			(1,132,794		)	(42,885		)	88,006		(45,124		)	(1,132,797		)
Total liabilities and equity	$	1,037,450		$	125,702		$	371,532		$	(274,481	)	$	1,260,203		$	(29,655	)	$	91,907	$	59,333		$	1,381,788

Condensed Consolidating Statements of Income

	For the Three Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	131,925		$	202	$	43,370		$	—	$	175,497		$	—	$	5,737	$	(5,737	)	$	175,497
Operating expenses	86,194			108		30,740			—		117,042			—		2,470		(5,737		)	113,775
Tokyo Gas Transaction gain	333,172			—		—			—		333,172			—		—		—			333,172
Equity in net earnings of subsidiaries	(8,890		)	—		(1,558		)	8,890		(1,558		)	3,269		—		(1,711		)	—
Operating income (loss)	370,013			94		11,072			8,890		390,069			3,269		3,267		(1,711		)	394,894
Fortune Creek accretion	—			—		—			—		—			—		—		(4,827		)	(4,827		)
Interest expense and other	(122,549		)	—		(19,796		)	—		(142,345		)	—		2		—			(142,343		)
Income tax (expense) benefit	(4,941		)	—		(260		)	—		(5,201		)	—		—		—			(5,201		)
Net income (loss)	$	242,523		$	94	$	(8,984	)	$	8,890	$	242,523		$	3,269	$	3,269	$	(6,538	)	$	242,523
Other comprehensive income (loss)	(11,898		)	—		(2,969		)	2,969		(11,898		)	—		—		—			(11,898		)
Equity in OCI of subsidiaries	(2,969		)	—		—			—		(2,969		)	—		—		—			(2,969		)
Comprehensive income (loss)	$	227,656		$	94	$	(11,953	)	$	11,859	$	227,656		$	3,269	$	3,269	$	(6,538	)	$	227,656

	For the Three Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	172,818		$	1,078		$	20,817		$	(695	)	$	194,018		$	—	$	3,202	$	(3,202	)	$	194,018
Operating expenses	1,166,469			893			181,749			(695		)	1,348,416			—		1,816		(3,202		)	1,347,030
Equity in net earnings of subsidiaries	(122,952		)	—			(1,051		)	122,952			(1,051		)	1,386		—		(335		)	—
Operating income (loss)	(1,116,603		)	185			(161,983		)	122,952			(1,155,449		)	1,386		1,386		(335		)	(1,153,012		)
Fortune Creek accretion	—			—			—			—			—			—		—		(4,830		)	(4,830		)
Interest expense and other	(37,971		)	—			(2,040		)	—			(40,011		)	—		—		—			(40,011		)
Income tax (expense) benefit	352,694			(65		)	40,809			—			393,438			—		—		2,393			395,831
Net income	$	(801,880	)	$	120		$	(123,214	)	$	122,952		$	(802,022	)	$	1,386	$	1,386	$	(2,772	)	$	(802,022	)
Other comprehensive income (loss)	(29,498		)	—			(2,952		)	2,952			(29,498		)	—		—		—			(29,498		)
Equity in OCI of subsidiaries	(2,952		)	—			—			—			(2,952		)	—		—		—			(2,952		)
Comprehensive income (loss)	$	(834,330	)	$	120		$	(126,166	)	$	125,904		$	(834,472	)	$	1,386	$	1,386	$	(2,772	)	$	(834,472	)

	For the Six Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries		Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations		Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	220,826		$	416	$	72,959		$	—	$	294,201		$	—	$	11,062	$	(11,062	)	$	294,201
Operating expenses	183,217			138		59,199			—		242,554			—		4,859		(11,062		)	236,351
Tokyo Gas Transaction gain	333,172			—		—			—		333,172			—		—		—			333,172
Equity in net earnings of subsidiaries	(13,081		)	—		(3,466		)	13,081		(3,466		)	6,206		—		(2,740		)	—
Operating income (loss)	357,700			278		10,294			13,081		381,353			6,206		6,203		(2,740		)	391,022
Fortune Creek accretion	—			—		—			—		—			—		—		(9,672		)	(9,672		)
Interest expense and other	(163,717		)	—		(22,721		)	—		(186,438		)	—		3		—			(186,435		)
Income tax (expense) benefit	(11,165		)	—		(932		)	—		(12,097		)	—		—		—			(12,097		)
Net income (loss)	$	182,818		$	278	$	(13,359	)	$	13,081	$	182,818		$	6,206	$	6,206	$	(12,412	)	$	182,818
Other comprehensive income (loss)	(22,900		)	—		(6,420		)	6,420		(22,900		)	—		—		—			(22,900		)
Equity in OCI of subsidiaries	(6,420		)	—		—			—		(6,420		)	—		—		—			(6,420		)
Comprehensive income (loss)	$	153,498		$	278	$	(19,779	)	$	19,501	$	153,498		$	6,206	$	6,206	$	(12,412	)	$	153,498

	For the Six Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non- Guarantor Subsidiaries			Restricted Subsidiary Eliminations			Quicksilver and Restricted Subsidiaries			Unrestricted Non- Guarantor Subsidiaries		Fortune Creek		Consolidated Eliminations			Quicksilver Resources Inc. Consolidated
	(In thousands)
Revenue	$	321,408		$	2,208		$	44,866		$	(1,598	)	$	366,884		$	—	$	5,599	$	(5,599	)	$	366,884
Operating expenses	1,482,081			1,802			349,209			(1,598		)	1,831,494			—		3,083		(5,599		)	1,828,978
Crestwood earn-out	41,097			—			—			—			41,097			—		—		—			41,097
Equity in net earnings of subsidiaries	(233,294		)	—			(4,662		)	233,294			(4,662		)	2,516		—		2,146			—
Operating income (loss)	(1,352,870		)	406			(309,005		)	233,294			(1,428,175		)	2,516		2,516		2,146			(1,420,997		)
Fortune Creek accretion	—			—			—			—			—			—		—		(9,571		)	(9,571		)
Interest expense and other	(76,614		)	—			(3,474		)	—			(80,088		)	—		—		—			(80,088		)
Income tax (expense) benefit	416,039			(142		)	78,779			—			494,676			—		—		2,393			497,069
Net income	$	(1,013,445	)	$	264		$	(233,700	)	$	233,294		$	(1,013,587	)	$	2,516	$	2,516	$	(5,032	)	$	(1,013,587	)
Other comprehensive income (loss)	(7,739		)	—			9,438			(9,438		)	(7,739		)	—		—		—			(7,739		)
Equity in OCI of subsidiaries	9,438			—			—			—			9,438			—		—		—			9,438
Comprehensive income (loss)	$	(1,011,746	)	$	264		$	(224,262	)	$	223,856		$	(1,011,888	)	$	2,516	$	2,516	$	(5,032	)	$	(1,011,888	)

Condensed Consolidating Statements of Cash Flows

	For the Six Months Ended June 30, 2013
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by (used in) operating activities	$	(102,770	)	$	(37	)	$	18,791		$	(84,016	)	$	—	$	5,910		$	(78,106	)
Purchases of property, plant and equipment	(36,840		)	37			(18,558		)	(55,361		)	—		(488		)	(55,849		)
Proceeds from Tokyo Gas Transaction	463,418			—			—			463,418			—		—			463,418
Proceeds from sale of properties and equipment	1,664			—			17			1,681			—		—			1,681
Purchase of marketable securities	(118,656		)	—			—			(118,656		)	—		—			(118,656		)
Net cash flow provided by (used in) investing activities	309,586			37			(18,541		)	291,082			—		(488		)	290,594
Issuance of debt	1,170,266			—			3,040			1,173,306			—		—			1,173,306
Repayments of debt	(1,113,704		)	—			(150,413		)	(1,264,117		)	—		—			(1,264,117		)
Debt issuance costs paid	(25,608		)	—			—			(25,608		)	—		—			(25,608		)
Intercompany note	(147,103		)	—			147,103			—			—		—			—
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(5,009		)	(5,009		)
Purchase of treasury stock	(1,125		)	—			—			(1,125		)	—		—			(1,125		)
Net cash flow provided by (used in) financing activities	(117,274		)	—			(270		)	(117,544		)	—		(5,009		)	(122,553		)
Effect of exchange rates on cash	—			—			20			20			—		1,887			1,907
Net increase (decrease) in cash and equivalents	89,542			—			—			89,542			—		2,300			91,842
Cash and equivalents at beginning of period	4,618			—			—			4,618			—		333			4,951
Cash and equivalents at end of period	$	94,160		$	—		$	—		$	94,160		$	—	$	2,633		$	96,793

	For the Six Months Ended June 30, 2012 (Restated)
	Quicksilver Resources Inc.			Restricted Guarantor Subsidiaries			Restricted Non-Guarantor Subsidiaries			Quicksilver and Restricted Subsidiaries			Unrestricted Non-Guarantor Subsidiaries		Fortune Creek			Quicksilver Resources Inc. Consolidated
	(In thousands)
Net cash flow provided by operating activities	$	57,359		$	590		$	32,987		$	90,936		$	2	$	8,578		$	99,516
Purchases of property, plant and equipment	(140,256		)	(590		)	(157,508		)	(298,354		)	—		(8,815		)	(307,169		)
Proceeds from Crestwood earn-out	41,097			—			—			41,097			—		—			41,097
Proceeds from sale of properties and equipment	3,060			—			312			3,372			—		—			3,372
Net cash flow used by investing activities	(96,099		)	(590		)	(157,196		)	(253,885		)	—		(8,815		)	(262,700		)
Issuance of debt	119,000			—			136,775			255,775			—		—			255,775
Repayments of debt	(75,018		)	—			(13,097		)	(88,115		)	—		—			(88,115		)
Debt issuance costs paid	(148		)	—			—			(148		)	—		—			(148		)
Distribution of Fortune Creek Partnership funds	—			—			—			—			—		(1,845		)	(1,845		)
Proceeds from exercise of stock options	11			—			—			11			—		—			11
Purchase of treasury stock	(2,364		)	—			—			(2,364		)	—		—			(2,364		)
Net cash flow provided by (used in) financing activities	41,481			—			123,678			165,159			—		(1,845		)	163,314
Effect of exchange rates on cash	—			—			531			531			—		196			727
Net increase (decrease) in cash and equivalents	2,741			—			—			2,741			2		(1,886		)	857
Cash and equivalents at beginning of period	363			—			—			363			—		12,783			13,146
Cash and equivalents at end of period	$	3,104		$	—		$	—		$	3,104		$	2	$	10,897		$	14,003

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2013

Loss Contingency [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Contractual Obligations, Commitments and Contingencies

In July 2013, in light of the Canadian Governor in Council's failure to approve NGTL's construction of the Komie North Project, NGTL terminated the Project and Expenditure Authorization (PEA), which authorized NGTL to construct the Komie North Project and the related meter station. The PEA necessitated the construction of a treatment facility and required financial guarantees to cover NGTL's costs for the Komie North Project. We have provided C$14 million in letters of credit to support this obligation. NGTL will release the letters of credit in connection with our paying NGTL an amount equal to actual costs incurred by NGTL, which is estimated to be approximately $12.8 million and is reflected in other income (expense) in our consolidated financial statements. With this termination of the PEA as described above, our agreement to deliver gas to the Komie North Project, has also terminated. We maintain our ability to sell gas at the Station 2 and AECO hubs, as our current production is served by existing treating facilities and pipelines.

In April 2013, we increased our outstanding letters of credit by C$13 million for the contractual increase of treating volumes in the Horn River Basin.

In December 2012, Vantage Fort Worth Energy LLC (“Plaintiff”) served a lawsuit against us and others in the 352nd Judicial District Court of Texas in Tarrant County asserting claims for trespass to try title, suit to quiet title, trespass and conversion in connection with 16 wells located on a 158.75 acre tract located in Tarrant County, Texas. On May 8, 2013, all parties to the suit entered into a settlement agreement, effective April 1, 2013, whereby we assigned to Plaintiff various property and equipment and Plaintiff agreed to non-suit all of the Defendants in the matter. The court entered its Order of Dismissal with prejudice on May 13, 2013. We recognized an expense of $0.4 million in connection with this settlement.

In July 2011, we received a subpoena duces tecum from the SEC requesting certain documents. The SEC has informed us that their investigation arises out of press releases in 2011 questioning the projected decline curves and economics of shale gas wells. In June 2012, we received an additional request from the SEC for certain information regarding our assessment for impairment of unevaluated properties and plans for development of unevaluated properties. We provided responsive information and in February 2013 we met with the SEC.

Note 14 to the consolidated financial statements in our 2012 Annual Report on Form 10-K contains a more complete description of our contractual obligations, commitments and contingencies for which there are no other significant updates during the quarter ended June 30, 2013.

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Transactions With Related Parties

6 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

Transactions With Related Parties

TRANSACTIONS AND OTHER MATTERS WITH RELATED PARTIES

As of June 30, 2013, members of the Darden family and entities controlled by them beneficially owned approximately 30% of our outstanding common stock. Glenn Darden and Anne Darden Self are officers and directors and Thomas Darden is an employee and director of Quicksilver.

During the first six months of 2013 and 2012, we paid $0.3 million and $0.3 million, respectively, for use of an airplane owned by an entity controlled by members of the Darden family. Usage rates were determined based upon comparable rates charged by third parties.

Payments received from Mercury, a company owned by members of the Darden family, for sublease rentals, employee insurance coverage and administrative services were less than $0.1 million for the first six months of 2013 and 2012.

In May 2013, we entered into an agreement with Thomas F. Darden with respect to Mr. Darden’s retirement and Mr. Darden’s provision of consulting services following his retirement. Effective May 15, 2013, Mr. Darden retired from his executive position and is expected to remain an employee that does not serve as an officer through December 31, 2013 and a member of the Board of Directors as Chairman Emeritus. While an employee, Mr. Darden will continue to receive his same base salary, benefits and, subject to the execution of a general release and waiver of claims, annual incentive compensation opportunity. In addition, he will be entitled to $12,500 per month, and additional reimbursements, with respect to certain business expenses. In recognition of his contributions to the Tokyo Gas Transaction, Mr. Darden received a cash bonus of $1.1 million, of which $0.6 million was paid in May 2013 with the remaining payable in August 2013, and a stock option grant with an aggregate grant date fair value of $1.1 million granted in May 2013. Both the cash bonus and the stock option grant are included in the Tokyo Gas Transaction gain on our consolidated financial statements. In connection with his retirement, he will be entitled to full vesting of his outstanding unvested equity awards (242,724 shares of restricted stock and 304,407 options); reimbursement of legal fees in connection with the agreement, up to $40,000; and payment of accrued and unused vacation and estimated COBRA premiums. Mr. Darden will be engaged as a consultant for the three-year period following his retirement and will receive a monthly consulting fee of $45,000. While a consultant, Mr. Darden will be entitled to $12,500 per month, and additional reimbursements, with respect to certain business expenses. In addition, Mr. Darden will be eligible to receive bonuses of up to $2.5 million in the aggregate under certain circumstances in connection with certain possible future strategic transactions occurring on or before December 31, 2016.

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Segment Information

6 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

We operate in two geographic segments, the U.S. and Canada, where we are engaged in the exploration and production segment of the oil and gas industry. Additionally, we operate a significantly smaller midstream segment in the U.S. and Canada, where we provide natural gas gathering and processing services, primarily to our U.S. and Canadian exploration and production segments. Following the formation of our partnership with KKR, beginning in January 2012, we have additional midstream operations in Canada through Fortune Creek. Revenue earned by Fortune Creek for the gathering and processing of our gas is eliminated on a consolidated basis as is the GPT recognized by our producing properties. Based on the immateriality of our midstream segment, we have combined our U.S. and Canadian midstream information. We evaluate performance based on operating income and property and equipment costs incurred.

	Exploration & Production														Quicksilver Consolidated
	U.S.			Canada			Midstream		Corporate			Elimination
For the Three Months Ended June 30:	(In thousands)
2013
Revenue	$	140,393		$	34,264		$	6,576	$	—		$	(5,736	)	$	175,497
DD&A	10,323			3,047			1,307		588			—			15,265
Operating income (loss)	392,786			16,209			3,362		(17,463		)	—			394,894
Property and equipment costs incurred	14,760			2,620			675		9,344			—			27,399
2012 (Restated)
Revenue	$	166,642		$	26,249		$	5,024	$	—		$	(3,897	)	$	194,018
DD&A	39,410			6,700			1,320		586			—			48,016
Impairment expense	1,042,737			156,989			—		—			—			1,199,726
Operating income (loss)	(975,741		)	(158,465		)	184		(18,990		)	—			(1,153,012		)
Property and equipment costs incurred	44,546			103,778			5,459		1,914			—			155,697
For the Six Months Ended June 30:
2013
Revenue	$	221,949		$	70,523		$	12,791	$	—		$	(11,062	)	294,201
DD&A	23,451			6,237			2,647		1,186			—			33,521
Operating income (loss)	399,710			19,050			6,486		(34,224		)	—			391,022
Property and equipment costs incurred	35,313			5,684			755		9,984			—			51,736
2012 (Restated)
Revenue	$	308,418		$	56,382		$	9,282	$	—		$	(7,198	)	366,884
DD&A	81,227			17,516			2,528		1,184			—			102,455
Impairment expense	1,220,777			296,877			—		—			—			1,517,654
Operating income (loss)	(1,083,053		)	(299,666		)	406		(38,684		)	—			(1,420,997		)
Property and equipment costs incurred	116,977			157,401			11,439		5,447			—			291,264
Property, plant and equipment-net
June 30, 2013	$	490,516		$	294,405		$	100,619	$	7,310		$	—		$	892,850
December 31, 2012	614,071			294,921			111,523		8,543			—			1,029,058
Total assets
June 30, 2013	905,866			368,256			112,719		7,310			—			$	1,394,151
December 31, 2012	784,104			371,532			217,609		8,543			—			1,381,788

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 31, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	QUICKSILVER RESOURCES INC
Entity Central Index Key	0001060990
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		177,493,512

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2013

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Information

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid (received) for interest and income taxes was as follows:

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Interest, net of capitalized interest	$	129,569	$	77,940
Income taxes	1,108		(1,565		)

Other significant non-cash transactions were as follows:

	For the Six Months Ended June 30,
	2013		2012
	(In thousands)
Working capital related to capital expenditures	$	5,742	$	98,692

XML

Segment Information (Operating Income And Property And Equipment Costs Incurred) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012		Jun. 30, 2013	Jun. 30, 2012		Dec. 31, 2012
Segment Reporting Information [Line Items]
Number of geographical segments	2			2
Revenue	$ 175,497	$ 194,018		$ 294,201	$ 366,884
Depletion, depreciation and accretion	15,265	48,016	[1]	33,521	102,455	[1]
Impairment expense	0	1,199,726	[1]	0	1,517,654	[1]
Operating income (loss)	394,894	(1,153,012)	[1]	391,022	(1,420,997)	[1]
Property and equipment costs incurred	27,399	155,697		51,736	291,264
Property, plant and equipment - net	892,850			892,850			1,029,058
Total assets	1,394,151			1,394,151			1,381,788
U.S. [Member]
Segment Reporting Information [Line Items]
Revenue	140,393	166,642		221,949	308,418
Depletion, depreciation and accretion	10,323	39,410		23,451	81,227
Impairment expense		1,042,737			1,220,777
Operating income (loss)	392,786	(975,741)		399,710	(1,083,053)
Property and equipment costs incurred	14,760	44,546		35,313	116,977
Property, plant and equipment - net	490,516			490,516			614,071
Total assets	905,866			905,866			784,104
Canada [Member]
Segment Reporting Information [Line Items]
Revenue	34,264	26,249		70,523	56,382
Depletion, depreciation and accretion	3,047	6,700		6,237	17,516
Impairment expense		156,989			296,877
Operating income (loss)	16,209	(158,465)		19,050	(299,666)
Property and equipment costs incurred	2,620	103,778		5,684	157,401
Property, plant and equipment - net	294,405			294,405			294,921
Total assets	368,256			368,256			371,532
Midstream [Member]
Segment Reporting Information [Line Items]
Revenue	6,576	5,024		12,791	9,282
Depletion, depreciation and accretion	1,307	1,320		2,647	2,528
Impairment expense		0			0
Operating income (loss)	3,362	184		6,486	406
Property and equipment costs incurred	675	5,459		755	11,439
Property, plant and equipment - net	100,619			100,619			111,523
Total assets	112,719			112,719			217,609
Corporate [Member]
Segment Reporting Information [Line Items]
Revenue	0	0		0	0
Depletion, depreciation and accretion	588	586		1,186	1,184
Impairment expense		0			0
Operating income (loss)	(17,463)	(18,990)		(34,224)	(38,684)
Property and equipment costs incurred	9,344	1,914		9,984	5,447
Property, plant and equipment - net	7,310			7,310			8,543
Total assets	7,310			7,310			8,543
Elimination [Member]
Segment Reporting Information [Line Items]
Revenue	(5,736)	(3,897)		(11,062)	(7,198)
Depletion, depreciation and accretion	0	0		0	0
Impairment expense		0			0
Operating income (loss)	0	0		0	0
Property and equipment costs incurred	0	0		0	0
Property, plant and equipment - net	0			0			0
Total assets	0			0			0
Restricted Non-Guarantor Subsidiaries [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	11,072	(161,983)		10,294	(309,005)
Property, plant and equipment - net	295,864			295,864			296,462
Total assets	$ 368,256			$ 368,256			$ 371,532

[1] Note 1 contains additional information

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Condensed Consolidating Financial Information (Schedule of Condensed Consolidated Statements of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	$ (78,106)	$ 99,516
Purchases of property, plant and equipment	(55,849)	(307,169)
Proceeds from Crestwood earn-out	463,418	41,097
Proceeds from sale of properties and equipment	1,681	3,372
Payments to acquire marketable securities	(118,656)	0
Net cash used by investing activities	290,594	(262,700)
Issuance of debt	1,173,306	255,775
Repayments of debt	(1,264,117)	(88,115)
Debt issuance costs	(25,608)	(148)
Intercompany note	0
Distribution of Fortune Creek Partnership funds	(5,009)	(1,845)
Proceeds from exercise of stock options	0	11
Purchase of treasury stock	(1,125)	(2,364)
Net cash flow provided (used) by financing activities	(122,553)	163,314
Effect of exchange rates on cash	1,907	727
Net increase (decrease) in cash and equivalents	91,842	857
Cash and cash equivalents at beginning of period	4,951	13,146
Cash and cash equivalents at end of period	96,793	14,003
Quicksilver Resources Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	(102,770)	57,359
Purchases of property, plant and equipment	(36,840)	(140,256)
Proceeds from Crestwood earn-out	463,418	41,097
Proceeds from sale of properties and equipment	1,664	3,060
Payments to acquire marketable securities	(118,656)
Net cash used by investing activities	309,586	(96,099)
Issuance of debt	1,170,266	119,000
Repayments of debt	(1,113,704)	(75,018)
Debt issuance costs	(25,608)	(148)
Intercompany note	(147,103)
Distribution of Fortune Creek Partnership funds	0	0
Proceeds from exercise of stock options		11
Purchase of treasury stock	(1,125)	(2,364)
Net cash flow provided (used) by financing activities	(117,274)	41,481
Effect of exchange rates on cash	0	0
Net increase (decrease) in cash and equivalents	89,542	2,741
Cash and cash equivalents at beginning of period	4,618	363
Cash and cash equivalents at end of period	94,160	3,104
Restricted Guarantor Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	(37)	590
Purchases of property, plant and equipment	37	(590)
Proceeds from Crestwood earn-out	0	0
Proceeds from sale of properties and equipment	0	0
Payments to acquire marketable securities	0
Net cash used by investing activities	37	(590)
Issuance of debt	0	0
Repayments of debt	0	0
Debt issuance costs	0	0
Intercompany note	0
Distribution of Fortune Creek Partnership funds	0	0
Proceeds from exercise of stock options		0
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	0	0
Effect of exchange rates on cash	0	0
Net increase (decrease) in cash and equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
Restricted Non-Guarantor Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	18,791	32,987
Purchases of property, plant and equipment	(18,558)	(157,508)
Proceeds from Crestwood earn-out	0	0
Proceeds from sale of properties and equipment	17	312
Payments to acquire marketable securities	0
Net cash used by investing activities	(18,541)	(157,196)
Issuance of debt	3,040	136,775
Repayments of debt	(150,413)	(13,097)
Debt issuance costs	0	0
Intercompany note	147,103
Distribution of Fortune Creek Partnership funds	0	0
Proceeds from exercise of stock options		0
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	(270)	123,678
Effect of exchange rates on cash	20	531
Net increase (decrease) in cash and equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
Quicksilver And Restricted Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	(84,016)	90,936
Purchases of property, plant and equipment	(55,361)	(298,354)
Proceeds from Crestwood earn-out	463,418	41,097
Proceeds from sale of properties and equipment	1,681	3,372
Payments to acquire marketable securities	(118,656)
Net cash used by investing activities	291,082	(253,885)
Issuance of debt	1,173,306	255,775
Repayments of debt	(1,264,117)	(88,115)
Debt issuance costs	(25,608)	(148)
Intercompany note	0
Distribution of Fortune Creek Partnership funds	0	0
Proceeds from exercise of stock options		11
Purchase of treasury stock	(1,125)	(2,364)
Net cash flow provided (used) by financing activities	(117,544)	165,159
Effect of exchange rates on cash	20	531
Net increase (decrease) in cash and equivalents	89,542	2,741
Cash and cash equivalents at beginning of period	4,618	363
Cash and cash equivalents at end of period	94,160	3,104
Unrestricted Non-Guarantor Subsidiaries [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	0	2
Purchases of property, plant and equipment	0	0
Proceeds from Crestwood earn-out	0	0
Proceeds from sale of properties and equipment	0	0
Payments to acquire marketable securities	0
Net cash used by investing activities	0	0
Issuance of debt	0	0
Repayments of debt	0	0
Debt issuance costs	0	0
Intercompany note	0
Distribution of Fortune Creek Partnership funds	0	0
Proceeds from exercise of stock options		0
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	0	0
Effect of exchange rates on cash	0	0
Net increase (decrease) in cash and equivalents	0	2
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	2
Fortune Creek [Member]
Schedule of Equity Method Investments [Line Items]
Net cash flow provided (used) by operating activities	5,910	8,578
Purchases of property, plant and equipment	(488)	(8,815)
Proceeds from Crestwood earn-out	0	0
Proceeds from sale of properties and equipment	0	0
Payments to acquire marketable securities	0
Net cash used by investing activities	(488)	(8,815)
Issuance of debt	0	0
Repayments of debt	0	0
Debt issuance costs	0	0
Intercompany note	0
Distribution of Fortune Creek Partnership funds	(5,009)	(1,845)
Proceeds from exercise of stock options		0
Purchase of treasury stock	0	0
Net cash flow provided (used) by financing activities	(5,009)	(1,845)
Effect of exchange rates on cash	1,887	196
Net increase (decrease) in cash and equivalents	2,300	(1,886)
Cash and cash equivalents at beginning of period	333	12,783
Cash and cash equivalents at end of period	$ 2,633	$ 10,897