exv4w2






Exhibit 4.2




QUICKSILVER RESOURCES INC.




AND




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.




as TRUSTEE




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of July 31, 2009




 









 





     This FIRST SUPPLEMENTAL INDENTURE, dated as of July 31, 2009 (this “First Supplemental
Indenture”), between QUICKSILVER RESOURCES INC., a Delaware corporation (the “Company”) and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and
existing under the laws of the United States of America (as successor in interest to JPMorgan Chase
Bank, National Association (the “Initial Trustee”)), as trustee (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company and the Initial Trustee executed and delivered an Indenture, dated as of
November 1, 2004 (the “Original Indenture”), pursuant to which the Company has issued $150,000,000
of aggregate principal amount of 1.875% Convertible Subordinated Debentures Due 2024 (the
“Notes”);



     WHEREAS, the Original Indenture is incorporated herein by this reference and the Original
Indenture, as supplemented by this First Supplemental Indenture, is herein called the “Indenture”;



     WHEREAS, in the fourth quarter of 2006, the Trustee assumed and succeeded to all of the rights
and obligations of the Initial Trustee under the Original Indenture, as supplemented on or before
such date;



     WHEREAS, Section 10.02 of the Original Indenture provides that, subject to certain conditions,
the Company and the Trustee may amend or supplement the Indenture with the consent of the holders
of at least a majority in aggregate principal amount of the Notes at the time outstanding;



     WHEREAS, pursuant to the Company’s Consent Solicitation Statement dated July 22, 2009, the
consent of the holders of not less than a majority in aggregate principal amount of the Notes
outstanding has been obtained to amend the definition of “Designated Subsidiary” contained in
Section 1.01 of the Indenture as set forth below;



     WHEREAS, the Board has approved the amendment to the Indenture to be effected pursuant to this
First Supplemental Indenture; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this First
Supplemental Indenture and make it a valid and binding obligation of the Company, in accordance
with its terms, have been done or performed.



     NOW THEREFORE, in consideration of the foregoing, the Company and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:



ARTICLE 1




     Section 1.01. Effect. This Supplemental Indenture is supplemental to the Indenture and
does and shall be deemed to form a part of, and shall be construed in connection with and as part
of, the Indenture for any and all purposes.



     Section 1.02. Effective Time. This Supplemental Indenture shall become effective
immediately upon its execution and delivery by the Company and the Trustee.



ARTICLE 2




     Section 2.01. Amendment. The definition of “Designated Subsidiary” contained in
Section 1.01 of the Indenture is hereby amended to read in its entirety as follows:




     “Designated Subsidiary” of the Company means any existing or future, direct or
indirect, Subsidiary of the Company whose assets constitute 15% or more of the Company’s
total assets on a consolidated basis, provided that any entity designated as an
“Unrestricted Subsidiary” under the Company’s outstanding Senior Notes due August 1, 2015,
Senior Notes due January 1, 2016 or Senior Subordinated Notes due April 1, 2016 or any
refinancings or replacements thereof shall be excluded from



 









 







the definition of “Designated Subsidiary” for purposes of Section 6.01(h). For purposes
of Section 6.01(i) and (j) hereof, “Designated Subsidiary” shall also mean any group of two
or more Subsidiaries that, taken as a whole, would constitute a “Designated Subsidiary.”



ARTICLE 3




     Section 3.01. Ratification of Indenture. Except as specifically modified herein, the
Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall
remain in full force and effect in accordance with their terms.



     Section 3.02. Defined Terms. All capitalized terms used but not defined herein shall
have the same respective meanings ascribed to them in the Indenture.



     Section 3.03. Trustee. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and
accepted by the Trustee subject to all of the terms and conditions set forth in the Indenture with
the same force and effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.



     Section 3.04. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 3.05. Counterparts. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



     Section 3.06. Headings. The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or interpretation of, this First
Supplemental Indenture.



     Section 3.07. Recitals by the Company. The recitals hereto are statements only of the
Company and shall not be considered statements of or attributable to the Trustee.




 









 








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



	 	 	 	 	 	 	 
	 	 	QUICKSILVER RESOURCES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phililp Cook
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Philip Cook	 	 
	 

	 	 	 	Title: Senior Vice President — Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Julie Hoffman-Ramos	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Julie Hoffman-Ramos	 	 
	 

	 	 	 	Title: Assistant Treasurer