PLEDGE AGREEMENT

Exhibit 99.2

     PLEDGE AGREEMENT dated as of August 8, 2008 (this “ Agreement ”), among QUICKSILVER RESOURCES INC., a Delaware corporation (the “ Borrower ”), the SUBSIDIARIES of the Borrower whose signatures appear below or who become parties hereto after the date hereof as provided in Section 7.11 (collectively, together with the Borrower, the “ Pledgors ”) and CREDIT SUISSE, Cayman Islands Branch (“ Credit Suisse ”), in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “ Collateral Agent ”). Capitalized terms used in this Agreement have the meanings assigned to them in Article I below.

W I T N E S S E T H:

     WHEREAS, the Borrower intends to acquire (the “ Acquisition ”) certain producing, leasehold, royalty, midstream and other assets associated with the Barnett Shale formation in Texas.

     WHEREAS, in connection with the Acquisition, the Borrower, the Lenders and Credit Suisse, as Administrative Agent, are entering into the Credit Agreement, under which the Borrower may obtain Loans in an aggregate principal amount not in excess of $700,000,000.

     WHEREAS, it is a condition precedent to the obligations of the Lenders to make Loans pursuant to the Credit Agreement that the Pledgors create, in favor of the Collateral Agent, for the benefit of the Term Secured Parties, Liens on the Pledged Collateral as security for the indefeasible payment in full in cash and performance of the Term Obligations.

     WHEREAS, the Existing Senior Notes Indenture provides that the Pledgors may not create, incur or suffer to exist Liens on the Collateral created under the Security Documents unless such Liens are “Permitted Liens” under and as defined in the Existing Senior Notes Indenture or, contemporaneously with the incurrence of such Liens, effective provision is made to secure the Existing Senior Notes Obligations equally and ratably with the indebtedness secured by such Liens for so long as such indebtedness is so secured.

     WHEREAS, each Pledgor has duly authorized the execution, delivery and performance of this Agreement.

     WHEREAS, it is in the best interests of each Pledgor to execute this Agreement inasmuch as such Pledgor will derive substantial direct and indirect benefits from the making of Loans to the Borrower by the Lenders pursuant to the Credit Agreement.

               NOW THEREFORE, in consideration of the foregoing and the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and in order to induce the Lenders to make Loans pursuant to the Credit Agreement, the parties hereto agree as follows:

ARTICLE I

Definitions

          SECTION 1.01. Certain Terms . The following terms when used in this Agreement, including its preamble and recitals, shall have the following meanings:

          “ Acquisition ” has the meaning given to such term in the recitals.

          “ Agreement ” has the meaning given to such term in the preamble.

          “ Borrower ” has the meaning given to such term in the preamble.

          “ Collateral Agent ” has the meaning given to such term in the preamble.

          “ Combined Loan Documents ” means the Loan Documents and the Existing Senior Notes Documents.

          “ Contingent Obligations ” means contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made.

          “ Contribution Agreement ” means that certain Contribution Agreement dated as of September 11, 2007, between the Borrower and BreitBurn Operating L.P., a Delaware limited partnership, as the same may be amended, modified or supplemented from time to time.

          “ Credit Agreement ” means the Credit Agreement dated as of August 8, 2008, among the Borrower, the Lenders and Credit Suisse, as Administrative Agent.

          “ Credit Suisse ” has the meaning given to such term in the preamble.

          “ Discharge of First Lien Obligations ” has the meaning given to such term in the Intercreditor Agreement.

          “ Distributions ” means all cash dividends, stock dividends, liquidating dividends, shares of stock resulting from (or in connection with the exercise of) stock splits, reclassifications, warrants, options, non-cash dividends, mergers and consolidations, and all cash distributions or other distributions made in respect of the Pledged Interests, whether or not income, return of capital or otherwise, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Interests or other rights or interests constituting Pledged Collateral.

          “ Existing Senior Notes Obligations ” means Indebtedness (as defined in the Existing Senior Notes Indenture as in effect on the date hereof) due with respect to (a) the Existing Senior Notes and (b) the Subsidiary Guarantee (as defined in the Existing Senior Notes Indenture as in effect on the date hereof) of any Pledgor.

          “ Existing Senior Notes Secured Parties ” has the meaning given to the term “Holders”, as defined in the Existing Senior Notes Indenture as in effect on the date hereof.

          “ First Lien Collateral Agent ” has the meaning given to such term in the Intercreditor Agreement.

          “ First Lien Obligations ” has the meaning given to such term in the Intercreditor Agreement.

          “ Indemnitee ” has the meaning given to such term in Section 7.02.

          “ Intercreditor Agreement ” means the Intercreditor Agreement dated as of August 8, 2008, among the Borrower, the other Pledgors, JPMorgan Chase Bank, N.A., as the First Lien Collateral Agent (as defined therein), and Credit Suisse, as the Second Lien Collateral Agent (as defined therein).

          “ Perfection Certificate ” means the Perfection Certificate delivered by the Borrower on the date hereof pursuant to Article IV of the Credit Agreement, together with all schedules and attachments thereto.

          “ Pledged Collateral ” has the meaning given to such term in Section 2.01.

          “ Pledged Interest Issuer ” means each Person that is the issuer of any of the Pledged Interests.

          “ Pledged Interests ” means, collectively, the Equity Interests now owned or at any time hereafter acquired by any Pledgor that are pledged pursuant to Section 2.01, together with all registrations, certificates, articles or agreements governing or representing any such Equity Interests, all options and other rights, contractual or otherwise, at any time existing with respect to any such Equity Interests and all distributions, cash, instruments and other property now or hereafter received, receivable or otherwise distributed in respect of or in exchange for any such Equity Interests.

          “ Pledged Property ” means all Pledged Interests and all other pledged stock, partnership or membership interests and other securities which are now being delivered by any Pledgor to the Collateral Agent or may from time to time hereafter be delivered by any Pledgor to the Collateral Agent for the purpose of pledge under this Agreement, together with all proceeds of any of the foregoing.

          “ Pledgors ” has the meaning given to such term in the preamble.

          “ Public Pledged Interest Issuer ” means, at any time, any Pledged Interest Issuer any class of the Equity Interests in which, at such time, is listed or quoted for trading on any nationally recognized securities exchange or inter-dealer quotation system in the United States.

          “ Quicksilver Canada Class C Shares ” means Class C shares of common stock of Quicksilver Canada.

          “ Secured Obligations ” means, collectively, the Term Obligations and the Existing Senior Notes Obligations.

          “ Secured Parties ” means, collectively, the Term Secured Parties and the Existing Senior Notes Secured Parties.

          “ Securities Act ” has the meaning given to such term in Section 6.02(a).

          “ Term Secured Parties ” means, collectively, (a) the Lenders, (b) the Administrative Agent (including in its capacity as the Collateral Agent hereunder), (c) each other Person to whom any of the Term Obligations (including indemnification obligations) is owed and (d) the successors and assigns of each of the foregoing.

          “ U.C.C. ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in the State of Texas or in any other applicable jurisdiction.

          SECTION 1.02. Terms Generally . Unless otherwise defined herein, capitalized terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

          SECTION 1.03. U.C.C. Definitions . Unless otherwise defined herein, terms for which meanings are provided in the U.C.C. are used in this Agreement, including its preamble and recitals, with such meanings.

          SECTION 1.04. Rules of Construction . The rules of construction specified in Section 1.02 of the Credit Agreement shall also apply to this Agreement, mutatis mutandis .

ARTICLE II

Pledge

          SECTION 2.01. Grant of Security Interest . Each Pledgor hereby pledges, hypothecates, assigns, charges, mortgages, delivers and transfers to the Collateral Agent, for the benefit of each of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of each of the Secured Parties, a continuing security interest in all of such Pledgor’s right, title and interest, whether now existing or hereafter arising or acquired, in and to the following property (any and all of the following being the “ Pledged Collateral ”): (a) all Equity Interests now owned or at any time hereafter acquired by such Pledgor, including the Equity Interests set forth opposite the name of such Pledgor on Schedule I; (b) all other Pledged Property, whether now or hereafter delivered to the Collateral Agent in connection with this Agreement; (c) all Distributions with respect to any Pledged Property; and (d) all proceeds of any of the foregoing. Notwithstanding anything herein to the contrary, the Pledged Collateral shall not include, and the Collateral Agent and the Secured Parties shall not have a Lien to secure the Secured Obligations, any Equity Interests of a Foreign Subsidiary in excess of 65% of the total combined voting power of all classes of voting Equity Interests of such Foreign Subsidiary and 100% of all non-voting Equity Interests of such Foreign Subsidiary.

          SECTION 2.02. Security for Secured Obligations . The Pledged Collateral secures the indefeasible payment in full in cash and performance of all the Secured Obligations now or hereafter existing, whether for principal, interest, costs, fees, expenses or otherwise.

          SECTION 2.03. Delivery of Pledged Property . (a) All certificates or instruments representing or evidencing any Pledged Property (other than any Equity Interests in an Inactive Subsidiary or any Quicksilver Canada Class C Shares) shall be delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) promptly following the acquisition thereof by any Pledgor, shall be in suitable form for transfer by delivery and shall be accompanied by all necessary endorsements or instruments of transfer or assignment, undated and duly executed in blank.

          (a) To the extent any of the Pledged Collateral constitutes a “certificated security” (as defined in Section 8-102(a)(4) of the U.C.C.), an “uncertificated security” (as defined in Section 8-102(a)(18) of the U.C.C.) or a “security entitlement” (as defined in Section 8-102(a)(17) of the U.C.C.), the applicable Pledgor shall cause the issuer thereof or the securities intermediary thereof to take all actions necessary or as reasonably requested by the Collateral Agent to grant “control” (as defined in Section 8-106 of the U.C.C.) of such Pledged Collateral to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent).

          SECTION 2.04. Continuing Security Interest . (a) This Agreement shall create a continuing security interest in the Pledged Collateral, and (i) shall remain in full force and effect until the payment in full in cash of all the Term Obligations (other than Contingent Obligations), (ii) shall be binding upon each Pledgor and its successors, transferees and assigns and (iii) shall inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties.

          (a) Upon the payment in full in cash of all the Term Obligations (other than Contingent Obligations), the security interest granted herein (including the security interest granted herein to secure the Existing Senior Notes Obligations) shall terminate and all rights to the Pledged Collateral shall revert to the applicable Pledgors.

          (b) The security interests in any Pledged Collateral created hereby shall automatically be released, and any Subsidiary that is a Pledgor shall automatically be released from its obligations hereunder, in each case at the time or times and in the manner and to the extent set forth in Section 10.17 of the Credit Agreement or in the Intercreditor Agreement.

          (c) In connection with any termination or release pursuant to this Section 2.04, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor’s expense, all certificates and instruments representing or evidencing all Pledged Interests, together with all other Pledged Collateral, held by the Collateral Agent hereunder, and shall execute and deliver to any Pledgor, at such Pledgor’s expense, documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Collateral Agent.

          SECTION 2.05. Security Interest Absolute . All rights of the Collateral Agent hereunder and the security interests granted to the Collateral Agent, for the benefit of the Secured Parties, hereunder and all obligations of the Pledgors hereunder shall be absolute and unconditional, irrespective of (a) any lack of validity, legality or enforceability of the Credit Agreement or any other Combined Loan Document; (b) the failure of any Secured Party (i) to

assert any claim or demand or to enforce any right or remedy against the Borrower, any other Pledgor or any other Person under the provisions of the Credit Agreement, any Combined Loan Document or otherwise or (ii) to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, any Secured Obligations or any other extension, compromise or renewal of any Secured Obligations; (d) any reduction, limitation, impairment or termination of any Secured Obligations for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives, to the extent permitted by applicable law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, or unenforceability of, or any other event or occurrence affecting, any Secured Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement or any other Combined Loan Document; (f) any addition, exchange, release, surrender, or non-perfection of any collateral (including the Pledged Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guarantee, for any of the Secured Obligations; or (g) any other circumstances which would otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Pledgor, any surety or any guarantor in respect of any Secured Obligations or this Agreement.

          SECTION 2.06. Election of Remedies . If any Secured Party may, under applicable law, proceed to realize its benefits under this Agreement, any other Security Document or otherwise, either by judicial foreclosure or by non-judicial sale or enforcement, such Secured Party may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies for its benefit under this Agreement (it being understood and agreed that nothing in this Section 2.06 shall limit the provisions of Section 5.02 of the Security Agreement). If, in the exercise of any of its rights and remedies, any Secured Party shall forfeit any of the rights or remedies for its benefit, including its right to enter a deficiency judgment against any Pledgor or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Pledgor hereby consents to such action by such Secured Party and waives any claim based upon such action, even if such action by such Secured Party shall result in a full or partial loss of any rights of subrogation that such Pledgor might otherwise have had but for such action by such Secured Party.

ARTICLE III

Representations and Warranties

          Each Pledgor represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as at the date of each pledge and delivery hereunder (including each pledge and delivery of Pledged Interests) by such Pledgor to the Collateral Agent of any Pledged Collateral, as set forth in this Article III.

          SECTION 3.01. Perfection Certificate . The information set forth in the Perfection Certificate, including the exact legal name of each Pledgor, is correct and complete as of the date hereof.

          SECTION 3.02. Valid Security Interest . The security interests granted pursuant to Section 2.01, upon completion of the filings and other actions specified on Schedule II to this Agreement (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and, if applicable, duly executed form), will constitute valid, perfected, first priority security interests (subject, with respect to priority, to the priority of Liens securing the First Lien Obligations as set forth in the Intercreditor Agreement and to Permitted Encumbrances that have priority as a matter of law) in all of the Pledged Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations.

          SECTION 3.03. As to Pledged Interests . The Pledged Interests are duly recorded in the records of the applicable Pledged Interest Issuer (if a Subsidiary) and clearly show the Collateral Agent’s security interest, for the benefit of the Secured Parties, and such registration is maintained in the principal office of such Pledged Interest Issuer and remains valid and in effect. All Pledged Interests constituting Equity Interests have been duly authorized and validly issued, are fully paid and non-assessable, and no Pledged Interests were issued in violation of the preemptive rights, if any, of any Person or of any agreement by which any Pledgor is bound. All documentary, stamp or other taxes or fees owing in connection with the registration, issuance, transfer or pledge of any Pledged Collateral (if any) have been paid. No restrictions or conditions exist with respect to the registration, transfer, voting or control of any Pledged Interests, except restrictions or conditions imposed by (a) applicable law or pursuant to the Loan Documents, (b) any First Lien Loan Documents as in effect on the date hereof (or any successor definitive documentation for any First Lien Permitted Indebtedness, provided that the restrictions and conditions contained in any such successor definitive documentation are not materially less favorable to the Lenders, taken as a whole, than the restrictions and conditions imposed by the First Lien Loan Documents as in effect on the date hereof), (c) restrictions and conditions imposed by any definitive agreements governing or evidencing any of the Existing Notes as in effect on the date hereof (or any definitive agreement governing or evidencing any Refinancing Indebtedness in respect of any of the Existing Notes, provided that the restrictions and conditions contained in any such definitive agreements are not materially less favorable to the Lenders, taken as a whole, than the restrictions and conditions imposed by the definitive agreements governing or evidencing such Existing Notes as in effect on the date hereof), (d) in respect of Equity Interests in any Subsidiary, customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (e) restrictions and conditions existing on the date hereof and identified on Schedule 7.14 to the Credit Agreement (but not any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition). All requisite formalities for the granting of a security interest in the Pledged Interests required pursuant to the Organic Documents of any Pledgor or any Pledged Interest Issuer have been complied with on or prior to the execution and delivery of this Agreement.

          SECTION 3.04. Certificated Nature of Equity Interests . All Pledged Interests that are Equity Interests represented by certificates or instruments (other than any Equity Interests in an Inactive Subsidiary or any Quicksilver Canada Class C Shares) have been delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent), together with transfer documents as required in this Agreement (and each

Pledgor covenants and agrees that any certificates or instruments evidencing any such Equity Interests received by such Pledgor hereafter (other than any Equity Interests in an Inactive Subsidiary or any Quicksilver Canada Class C Shares) will be held in trust for the Collateral Agent and promptly delivered to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent)).

          SECTION 3.05. Reaffirmation of Representations and Warranties . All of the representations and warranties made by the Borrower regarding any Pledgor or Subsidiaries of any Pledgor in the Credit Agreement or in any other Loan Document are true and correct in all respects as if such representations and warranties were incorporated herein in their entirety and made by such Pledgor (except with respect to such representations and warranties which expressly relate to an earlier date, in which case such representations and warranties are true and correct in all respects as of such earlier date).

ARTICLE IV

Covenants

          Each Pledgor covenants and agrees that, so long as any Term Obligations (other than Contingent Obligations) shall remain unpaid, such Pledgor will, unless the Required Lenders shall otherwise consent in writing and subject to the Intercreditor Agreement, perform the obligations set forth in this Article IV.

          SECTION 4.01. Protect Collateral; Further Assurances, etc . Except as permitted by the Combined Loan Documents, the Pledgors will not sell, assign (by operation of law or otherwise), transfer, pledge, encumber in any other manner or otherwise dispose of the Pledged Collateral. Each Pledgor will warrant and defend the right and title (subject to Permitted Encumbrances) herein granted unto the Collateral Agent in and to the Pledged Collateral against the claims and demands of all Persons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the reasonable expense of such Pledgor, such Pledgor will promptly execute and/or deliver all further instruments, and take all further action that may be reasonably necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect, preserve or protect any security interest granted or purported to be granted hereby by such Pledgor, or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral of such Pledgor. Each Pledgor agrees that, upon the acquisition after the date hereof by such Pledgor of any Pledged Collateral with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Pledged Collateral or any part thereof as required by the Loan Documents.

          SECTION 4.02. Certificates; Certification of Limited Partnership Interests, etc . (a) Each Pledgor agrees that all certificates and instruments evidencing Pledged Interests delivered by such Pledgor pursuant to this Agreement will be accompanied by duly executed undated blank transfer powers, in substantially the form attached hereto as Exhibit I, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent. Each Pledgor will, from time to time upon the reasonable request of the Collateral Agent, promptly deliver to the Collateral Agent duly executed undated blank transfer powers in substantially the form

attached hereto as Exhibit I or such other form acceptable to the Collateral Agent, and similar documents, reasonably satisfactory in form and substance to the Collateral Agent, with respect to the Pledged Property as the Collateral Agent may request and will, from time to time upon the request of the Collateral Agent after the occurrence and during the continuance of any Event of Default, promptly transfer any Pledged Interests into the name of any nominee designated by the Collateral Agent.

          (b) Each Pledgor ack