exv4w1



 





Exhibit 4.1




QUICKSILVER RESOURCES INC.,




THE SUBSIDIARY GUARANTORS PARTIES HERETO




AND




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION




as TRUSTEE




 






THIRD SUPPLEMENTAL INDENTURE




Dated as of September 26, 2006




 









 





          This THIRD SUPPLEMENTAL INDENTURE, dated as of September 26, 2006 (this “Supplemental
Indenture”), among Quicksilver Resources Inc., a Delaware corporation (the “Company”), the
Subsidiary Guarantors (as defined in the Indenture referred to herein) and JPMorgan Chase Bank,
National Association, as Trustee.




W I T N E S S E T H




          WHEREAS, the Company and the Trustee entered into an Indenture (the “Original Indenture”),
dated as of December 22, 2005, as supplemented by a First Supplemental Indenture, dated as of March
16, 2006, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “First
Supplemental Indenture”) and a Second Supplemental Indenture, dated as of July 31, 2006, among the
Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplemental
Indenture” and, together with the Original Indenture and the First Supplemental Indenture, the
“Indenture”), pursuant to which the Company has issued $350,000,000 of aggregate principal amount
of
71/8% Senior Subordinated Notes due 2016 (the “Notes”);




          WHEREAS, Section 6.01(a) of the First Supplemental Indenture provides that Section 10.01 of
the Original Indenture applies to the Notes;




          WHEREAS, Section 10.01(h) of the Original Indenture provides that, without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or
more indentures supplemental to the Indenture to cure any ambiguity, to correct or supplement any
provision of the Indenture which may be defective or inconsistent with any other provision of the
Indenture, or to make any other provisions with respect to matters or questions arising under the
Indenture, provided that any action pursuant to Section 10.01(h) will not adversely affect the
interests of the Holders of Securities of any Series in any material respect; and




          WHEREAS, the Board has approved an amendment to Section 3.11 of the First Supplemental
Indenture to be effected pursuant to this Supplemental Indenture;




          NOW THEREFORE, in consideration of the foregoing, the Company, the Subsidiary Guarantors 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, the Subsidiary Guarantors and the
Trustee.




ARTICLE 2




          Section 2.01. Amendment. The fifth paragraph of Section 3.11 of the First
Supplemental Indenture is hereby amended to read in its entirety as follows:





     The Company may not permit any Subsidiary Guarantor to consolidate with or
merge with or into any Person (other than another Subsidiary Guarantor) and may not
permit the conveyance, transfer or lease of substantially all of the assets of any
Subsidiary Guarantor (other than to another Subsidiary Guarantor) unless:




     (1) (a) the Person formed by the consolidation or into which the Subsidiary
Guarantor merged or to which all or substantially all of the Subsidiary Guarantor’s
properties and assets are transferred is a corporation, partnership, limited
liability company, business trust, trust or other legal entity organized and validly
existing under the laws of the United States, any state



 









 







thereof, or the District of
Columbia and such Person (if not such Subsidiary Guarantor) will expressly assume,
by supplemental indenture, all the obligations of such Subsidiary Guarantor under
its Subsidiary Guarantee; (b) immediately after the transaction and the Incurrence
or anticipated Incurrence of any Indebtedness to be Incurred in connection
therewith, no Event of Default exists; and (c) the Company will deliver to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect that
the conditions set forth above have been satisfied; or




     (2) the transaction is made in compliance with Section 3.07 of this First
Supplemental Indenture.



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 Supplemental Indenture. This 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 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
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
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.

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



	 	 	 	 	 
	 	QUICKSILVER RESOURCES INC.

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	MERCURY MICHIGAN, INC.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	TERRA ENERGY LTD.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	GTG PIPELINE CORPORATION,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	COWTOWN PIPELINE FUNDING, INC.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	COWTOWN PIPELINE MANAGEMENT, INC.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 




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	 	TERRA PIPELINE COMPANY,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BEAVER CREEK PIPELINE, L.L.C.,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 	 	 
	 	 	COWTOWN PIPELINE L.P.,


as Subsidiary Guarantor	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	COWTOWN PIPELINE MANAGEMENT, INC.,
its general partner	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	             /s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 	 	 
	 	 	COWTOWN GAS PROCESSING L.P.,	 	 
	 	 	as Subsidiary Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	COWTOWN PIPELINE MANAGEMENT, INC.,
its general partner	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	             /s/ John C. Cirone
 	 
	 	 	Name:  	John C. Cirone 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

     as Trustee
	 	By:  	/s/ Mauri Cowen
 	 
	 	 	Name:  	Mauri J. Cowen 	 
	 	 	Title:  	Vice President 	 
	 




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