QUICKSILVER RESOURCES
INC.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
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”).
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.
