S-4

As filed with the Securities and Exchange Commission on April 1, 2014

Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

QUICKSILVER RESOURCES INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1311	75-2756163
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

801 Cherry Street

Fort Worth, TX 76102

(817) 665-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John C. Regan

Chief Financial Officer

Quicksilver Resources Inc.

801 Cherry Street

Fort Worth, TX 76102

(817) 665-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Richard D. Truesdell Jr., Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. __________________________________

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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.

Large accelerated filer  ¨ Accelerated filer  þ Non-accelerated filer  ¨ Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)		Amount Of Registration Fee
11.000% Senior Notes due 2021	$	325,000,000	100%	$	325,000,000	$	41,860
Guarantees of 11.000% Senior Notes due 2021	(2)		(2)	(2)		(2)

⁽¹⁾  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

⁽²⁾  No separate consideration will be received for the Guarantees of 11.000% Senior Notes due 2021 being registered hereby. In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Cowtown Pipeline Funding, Inc.	Delaware	1311	42-1639774
Cowtown Pipeline Management, Inc.	Texas	1311	42-1639771
Cowtown Pipeline L.P.	Texas	1311	42-1639769
Cowtown Gas Processing L.P.	Texas	1311	20-2391404
Barnett Shale Operating LLC	Delaware	1311	45-4110257
Silver Stream Pipeline Company LLC	Delaware	1311	45-4669384
QPP Parent LLC	Delaware	1311	45-5498748
QPP Holdings LLC	Delaware	1311	45-5510057

* The address, including zip code and telephone number, for each additional registrant is 801 Cherry Street, Forth Worth, TX 76102, 817-665-5000.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION)

Quicksilver Resources Inc.Offer to Exchange
11.000% Senior Notes due 2021for
New 11.000% Senior Notes Due 2021

We are offering to exchange up to $325,000,000 of our new 11.000% Senior Notes due 2021 (the “notes”) for up to $325,000,000 of our existing 11.000% Senior Notes due 2021 (the “old notes”). The terms of the notes are identical in all material respects to the terms of the old notes, except that the notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old notes do not apply to the notes.

To exchange your old notes for notes:

• you are required to make the representations described on page 89 to us; and

• you should read the section called “The Exchange Offer” for further information on how to exchange your old notes for notes.

The exchange offer will expire at 5:00 p.m., New York City time, on , 2014 unless it is extended.

See “Risk Factors” beginning on page 7 for a discussion of risk factors that should be considered by you prior to tendering your old notes in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

, 2014

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TABLE OF CONTENTS

INDUSTRY AND MARKET DATA	iii
INCORPORATION BY REFERENCE	iv
SUMMARY	1
RISK FACTORS	7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	15
USE OF PROCEEDS	17
RATIO OF EARNINGS TO FIXED CHARGES	17
SELECTED CONSOLIDATED FINANCIAL DATA	17
DESCRIPTION OF OTHER INDEBTEDNESS	19
DESCRIPTION OF NOTES	23
THE EXCHANGE OFFER	82
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER	90
PLAN OF DISTRIBUTION	90
VALIDITY OF SECURITIES	91
EXPERTS	91
RESERVE ENGINEERS	91
WHERE YOU CAN FIND MORE INFORMATION	91

Rather than repeat certain information in this prospectus that we have already included in reports filed with the Securities and Exchange Commission, this prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. See “Where You Can Find More Information.” We will provide this information to you at no charge upon written or oral request directed to the Secretary, Quicksilver Resources In., 801 Cherry Street, Fort Worth, TX 76102, telephone (817) 665-5000. In order to ensure timely delivery of the information, any request should be made no later than five business days before the expiration date of the exchange offer, or , 2014.

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We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This document may only be used where it is legal to sell these notes. The information contained or incorporated by reference in this prospectus may only be accurate on the date of this document.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1995, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

INDUSTRY AND MARKET DATA

We obtained the market and competitive position data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data and do not make any representation as to the accuracy of such information. Similarly, we believe our internal research is reliable but it has not been verified by any independent sources.

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INCORPORATION BY REFERENCE

We are “incorporating by reference” information filed with the SEC into this prospectus, which means that we are disclosing important information to you by referring you to those documents. Information that is incorporated by reference is an important part of this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the termination of this offering, and such documents form an integral part of this prospectus:

• our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Annual Report”), filed with the SEC on March 17, 2014 (including the information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 5, 2013), and any amendments thereto; and

• our Current Report on Form 8-K filed with the SEC on March 21, 2014.

Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC or any other document or information deemed to have been furnished and not filed with the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

Any statement contained in this prospectus or in a document (or part thereof) incorporated or considered to be incorporated by reference in this prospectus shall be considered to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document (or part thereof) that is or is considered to be incorporated by reference in this prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not be considered, except as so modified or superseded, to constitute any part of this prospectus.

You may obtain at no cost copies of each of the Quicksilver documents incorporated by reference into this prospectus (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning us at:

Quicksilver Resources Inc.
801 Cherry Street, Suite 3700, Unit 19
Fort Worth, Texas
Phone: (817) 665-5000
Attention: Treasurer

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SUMMARY

This summary highlights the more detailed information in this prospectus or incorporated by reference herein. This summary may not contain all of the information that may be important to you. You should read the entire prospectus carefully before making a decision to exchange your old notes for notes, including the section entitled “Risk Factors” beginning on page 7 of this prospectus.

Unless otherwise indicated or required by the context, as used in this prospectus, the terms “Quicksilver,” “we,” “our” and “us” refer to Quicksilver Resources Inc. and all of its subsidiaries that are consolidated under accounting principles generally accepted in the United States (“GAAP”). Some of the oil, gas and other terms we use are defined under “Definitions” in our Annual Report on Form 10-K for the year ended December 31, 2013, as amended.

Our Business

We are an independent oil and gas company engaged in the acquisition, exploration, development and production of onshore oil and natural gas in North America and are based in Fort Worth, Texas. We focus primarily on unconventional reservoirs where hydrocarbons may be found in challenging geological conditions, such as fractured shales and coalbeds.

Our total revenues and net income for 2013 were $561.6 million and $161.6 million, respectively. The total book value of our assets as of December 31, 2013 was $1.4 billion. Our producing oil and natural gas properties in the United States are principally located in Texas and in Canada in Alberta and British Columbia.

We had total proved reserves of approximately 1.3 trillion cubic feet of natural gas equivalents (“Tcfe”) at December 31, 2013. Our three core areas include:

• Barnett Shale;

• Horn River; and

• Horseshoe Canyon.

Additionally, we have an oil exploration opportunity in the Delaware basin in western Texas. This exploration project provides opportunity to grow our oil portfolio in the future. We actively study the above basins and other basins in North America, which may result in future oil and natural gas acquisitions.

We were organized as a Delaware corporation in 1997 and became a public company in 1999.

Our principal executive offices are located at 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas, 76102. Our telephone number is (817) 665-5000. We maintain a website at www.qrinc.com; however, the information on our website is not part of this document, and you should rely only on the information contained in this document and in the documents we incorporate by reference when making a decision as to whether to invest in the notes.

Our common stock trades under the symbol “KWK” on the New York Stock Exchange.

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THE EXCHANGE OFFER

Securities Offered	We are offering up to $325,000,000 aggregate principal amount of new 11.000% Senior Notes due 2021 (the “notes”), which have been registered under the Securities Act.
The Exchange Offer	We are offering to issue the notes in exchange for a like principal amount of your old notes. We are offering to issue the notes to satisfy our obligations contained in the registration rights agreement entered into when the old notes were sold in transactions permitted by Rule 144A and Regulation S under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see “The Exchange Offer.”
Tenders, Expiration Date, Withdrawal	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2014 unless it is extended. If you decide to exchange your old notes for notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the notes. If you decide to tender your old notes in the exchange offer, you may withdraw them at any time prior to                , 2014. If we decide for any reason not to accept any old notes for exchange, your old notes will be returned to you without expense to you promptly after the exchange offer expires.
Federal Income Tax Consequences	Your exchange of old notes for notes in the exchange offer will not result in any income, gain or loss to you for federal income tax purposes. See “Material United States Federal Income Tax Consequences of the Exchange Offer.”
Use of Proceeds	We will not receive any proceeds from the issuance of the notes in the exchange offer.
Exchange Agent	The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the exchange offer.
Failure to Tender Your Old Notes	If you fail to tender your old notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your old notes or to pay you additional interest.

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You will be able to resell the notes without registering them with the SEC if you meet the requirements described below

Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that notes issued in exchange for old notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:

◦ you are not one of our “affiliates”, which is defined in Rule 405 of the Securities Act;

◦ you acquire the notes in the ordinary course of your business;

◦ you do not have any arrangement or understanding with any person to participate in the distribution of the notes; and

◦ you are not engaged in, and do not intend to engage in, a distribution of the notes.

If you are an affiliate of Quicksilver, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC’s staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If you are a broker-dealer and receive notes for your own account in the exchange offer:

◦ you must represent that you do not have any arrangement with us or any of our affiliates to distribute the notes;

◦ you must acknowledge that you will deliver a prospectus in connection with any resale of the notes you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

◦ you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of notes received in exchange for old notes acquired by you as a result of market-making or other trading activities.

For a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale described above.

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SUMMARY DESCRIPTION OF THE SECURITIES

The terms of the notes and the old notes are identical in all material respects, except that the notes have been registered under the Securities Act, and the transfer restrictions and registrations rights relating to old notes do not apply to the notes.

Issuer	Quicksilver Resources Inc.
Maturity	July 1, 2021.
Interest rate	11.000% per annum. No interest will be paid on either the notes or the old notes at the time of the exchange. The holders of old notes that are accepted for exchange will not receive accrued but unpaid interest on such old notes at the time of the exchange. Rather, that interest will be payable on the notes delivered in exchange for the old notes on the first interest payment date after the expiration date of the exchange offer.
Interest Payment Dates	January 1 and July 1, commencing January 1, 2014.
Optional Redemption	The notes will be redeemable at our option, in whole or in part, at any time on and after July 1, 2019 at the redemption prices described in this prospectus, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. At any time prior to July 1, 2019, we may redeem the notes, in whole but not in part, at a price equal to 100% of the principal amount of the notes plus a “make-whole” premium set forth in this prospectus, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. Additionally, at any time prior to July 1, 2016, we may redeem up to 35% of the aggregate principal amount of the notes (including additional notes) with the proceeds of certain equity offerings of our shares of common stock at a redemption price of 111.000% of the principal amount of the notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption.
Change of Control	If a change of control occurs, subject to certain conditions, we must give holders of the notes an opportunity to sell us the notes at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the date of the purchase. See “Description of Notes—Change of control.”

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Guarantees

The payment of the principal, premium, if any, and interest on the notes will be fully and unconditionally guaranteed on a senior unsecured and joint and several basis by certain of our current and future domestic subsidiaries. See “Description of Notes—Subsidiary guarantees”.

Ranking

The notes will be our senior unsecured obligations. The notes and the subsidiary guarantees will rank: •equally in right of payment with any of our and our subsidiary guarantors’ existing and future senior indebtedness; •    effectively junior to our and our subsidiary guarantors' secured indebtedness with respect to the collateral securing such indebtedness; •    senior in right of payment to any of our and our subsidiary guarantors' existing and future subordinated obligations; and •    structurally junior in right of payment to the existing and future indebtedness and other liabilities of our non-guarantor subsidiaries As of December 31, 2013, the notes would have been structurally subordinated to approximately $481.9 million of indebtedness of our non-guarantor subsidiaries (which, for the year ended and as of December 31, 2013, along with our non-guarantor consolidating entities, represented approximately 26% of our total revenue and approximately 35% of our total assets) and would have been equal in rank to approximately $1.4 billion of our other senior indebtedness (subject to the prior rights of the holders of approximately $1.1 billion of our secured indebtedness with respect to the collateral securing such indebtedness, which includes letters of credit under our Canadian senior secured revolving credit facility and our U.S. senior secured revolving credit facility (together, the “Combined Credit Agreements”)), and would have been senior in rank to $350.0 million of our senior subordinated indebtedness. In addition, we have unused commitments of $97.6 million under our Combined Credit Agreements. See “Description of Notes—Ranking.”

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Covenants

We will issue the notes under an indenture with the Trustee. The indenture will, among other things, limit our ability and the ability of our subsidiary guarantors to: •    incur additional debt; •    pay dividends on our capital stock or redeem, repurchase or retire our capital stock or subordinated debt; •    make investments; •    create liens on our assets or engage in sale/leaseback transactions; •    create restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; •    engage in transactions with our affiliates; •    transfer or sell assets; and •    consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries. These covenants are subject to important exceptions and qualifications, which are described under the caption “Description of Notes—Certain covenants.”

Use of Proceeds

We will not receive any proceeds from the exchange of notes for old notes.

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RISK FACTORS

If any of the following risks occur, our business, results of operations or financial condition could be materially adversely affected. You should carefully consider the risks discussed below, together with the financial and other information contained or incorporated by reference in this prospectus. In addition to the risk factors discussed below, you should read “Item 1A.—Risk Factors” in our 2013 Annual Report for more information about important risks that you should consider before exchanging old notes for new notes. You should also read the section captioned “Cautionary Note Regarding Forward-looking Statements” for a discussion of what types of statements are forward-looking as well as the significance of such statements in the context of this prospectus.

Risks Related to the Exchange Offer

If you choose not to exchange your old notes in the exchange offer, the transfer restrictions currently applicable to your old notes will remain in force and the market price of your old notes could decline.

If you do not exchange your old notes for notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the old notes as set forth in the offering memorandum distributed in connection with the private offering of the old notes. In general, the old notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement entered into in connection with the private offering of the old notes, we do not intend to register resales of the old notes under the Securities Act. The tender of old notes under the exchange offer will reduce the principal amount of the old notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old notes due to reduction in liquidity.

You must follow the exchange offer procedures carefully in order to receive the notes.

If you do not follow the procedures described in this prospectus, you will not receive any notes. If you want to tender your old notes in exchange for notes, you should allow sufficient time to ensure timely delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of old notes for exchange. For additional information, see the section captioned “The Exchange Offer” in this prospectus.

There are state securities law restrictions on the resale of the notes.

In order to comply with the securities laws of certain jurisdictions, the notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. We currently do not intend to register or qualify the resale of the notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

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Risks Related to the Notes

Our substantial indebtedness could adversely affect our financial condition, our cash flow, our ability to operate our business and could prevent us from fulfilling our obligations under our indebtedness, including the notes.

We have a substantial amount of indebtedness. As of December 31, 2013, our consolidated total debt, including the debt of our subsidiaries, was approximately $1,989 million (based on the carrying value of such indebtedness), excluding unused commitments of $98 million under our Combined Credit Agreements.

Our debt levels could have significant negative consequences, including:

• making it more difficult to satisfy our obligations, including our obligations with respect to the notes;

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our ability to obtain additional financing;

• requiring us to devote a substantial portion of our available cash flow from operations and cash on hand to make interest and principal payments on our debt, thereby reducing the amount of cash available to fund other capital expenditures and other general corporate uses;

• limiting our financial and operating flexibility in responding to changing economic and competitive conditions or exploiting strategic business opportunities; and

• placing us at a disadvantage compared to our competitors that have relatively less debt.

If our capital resources are insufficient to service our indebtedness, we may 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.

Your ability to receive payments under the notes is subject to the prior rights of the holders of our secured indebtedness and the secured indebtedness of our subsidiary guarantors to the extent of the value of the collateral securing such indebtedness.

Our obligations under the notes will be unsecured, but our U.S. borrowings under our Combined Credit Agreements are secured by a majority of our and our subsidiary guarantors’ assets (including the majority of our domestic U.S. proved oil and gas properties and related assets) and our Canadian borrowings under our Combined Credit Agreements are secured by a majority of our and our subsidiary guarantors’ and Canadian subsidiaries’ assets (including all of our Canadian oil and gas properties and related assets). In addition, our $625 million term loan (the “Second Lien Term Loan”) and our $200 million aggregate principal amount of senior second priority secured notes (the “Second Lien Notes”) are secured on a second priority basis on the collateral that secures the Combined Credit Agreements (other than the collateral of our Canadian subsidiaries, but including a second priority lien on 65% of the capital stock of certain of our Canadian subsidiaries). In the event of our bankruptcy, liquidation or dissolution, or if we default under our Combined Credit Agreements, the Second Lien Term Loan, our existing unsecured notes, or the Second Lien Notes and the notes offered hereby, the lenders under our Combined Credit Agreements could declare all funds borrowed thereunder, together with accrued interest under our Combined Credit Agreements, immediately due and payable. In addition, in the event of our bankruptcy, liquidation or dissolution, if we default under the Second Lien Term Loan, the Second Lien Notes, the Combined Credit Agreements or our unsecured notes, including the notes offered hereby, and applicable lenders or holders accelerate their obligations thereunder, the lenders under our Second Lien Term Loan and holders of our Second Lien Notes could declare all funds borrowed thereunder, together with accrued interest thereunder, immediately due and payable. If we are unable to repay such indebtedness, the lenders could foreclose on the collateral securing such indebtedness to the exclusion of the holders of the notes, even if an event of default exists under the

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indenture at such time. In such event, because the notes will not be secured by any of our assets, it is possible that there would be no assets remaining from which claims of the holders of the notes could be satisfied or, if any assets remained, that such assets would be insufficient to satisfy such claims fully. See “Description of Other Indebtedness.”

As of December 31, 2013, our outstanding secured indebtedness was approximately $1,077.4 million (which includes letters of credit under our Combined Credit Agreements) and we had $97.6 million of remaining borrowing base capacity under our Combined Credit Agreements, which would be senior secured indebtedness if incurred. Although the indenture governing the notes contains limitations on the amount of additional indebtedness that we may incur, under certain circumstances the amount of such indebtedness could be substantial and, in any case, such indebtedness may be senior secured indebtedness. See “Description of Notes—Certain covenants— Limitation on indebtedness.”

The notes are not secured by our assets or the assets of our subsidiary guarantors.

The notes will be our general unsecured obligations and will be subject to prior rights of the holders of our secured indebtedness and that of our subsidiaries with respect to the collateral securing such indebtedness. If we become insolvent or are liquidated, our assets which serve as collateral under our secured indebtedness would be made available to satisfy our obligations under any secured debt before any payments are made on our unsecured debt, such as the notes. Our U.S. borrowings under our Combined Credit Agreements are secured by a majority of our and our subsidiary guarantors’ assets (including the majority of our domestic U.S. proved oil and gas properties and related assets) and our Canadian borrowings under our Combined Credit Agreements are secured on a senior basis by a majority of our and our subsidiary guarantors’ and Canadian subsidiaries’ assets (including all our Canadian oil and gas properties and related assets). In addition, the Second Lien Term Loan and the Second Lien Notes will be secured by second priority security interests on the collateral that secures the Combined Credit Agreements (other than the collateral of our Canadian subsidiaries, but including a second priority lien on 65% of the capital stock of certain of our Canadian subsidiaries).

The notes will be structurally subordinated to all indebtedness and other liabilities of our existing and future subsidiaries that are not guarantors of the notes.

You will not have any claim as a creditor against any of our subsidiaries that are not guarantors of the notes, including our Canadian subsidiaries or against any of our future subsidiaries that do not become guarantors of the notes. For the year ended and as of December 31, 2013, our non-guarantor subsidiaries and non-guarantor consolidating entities represented approximately 26% of our total revenue and approximately 35% of our total assets. As of December 31, 2013, our non-guarantor subsidiaries and non-guarantor consolidating entities had approximately $688.3 million of total liabilities to which the notes would have been structurally subordinated. In addition, these non-guarantor subsidiaries will be permitted to incur substantial indebtedness in compliance with the terms of our existing indebtedness, including the indenture governing the notes. Indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will be structurally senior to your claims against those subsidiaries. See also “Description of Notes—Ranking.”

In addition, the indenture governing the notes will, subject to certain limitations, permit our existing or future non-guarantor subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that these subsidiaries may incur.

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If we undergo a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the notes.

Upon the occurrence of a change of control, holders of the notes will have the right to require us to purchase all or any part of such holders’ notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. The events that constitute a change of control under the indenture governing the notes would constitute a default under our Combined Credit Agreements, and would require us to make an offer to purchase our outstanding 2019 Senior Notes, the Second Lien Term Loan, the Second Lien Notes, the Subordinated Notes and any outstanding 2015 Senior Notes and 2016 Senior Notes, at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase. We can provide no assurance that either we or our subsidiary guarantors would have sufficient financial resources available to satisfy all of our or their obligations under our Combined Credit Agreements, the Second Lien Term Loan, the Second Lien Notes, our existing senior notes or subordinated notes and these notes in the event of a change in control. Our failure to purchase the notes as required under the indenture governing the notes would result in a default under the indenture and under our other indebtedness, each of which could have material adverse consequences for us and the holders of the notes. See “Description of Notes—Change of control.”

Servicing our debt will require a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations, including making payments on the notes.

We spend significant cash and capital resources on the development and exploration of our existing properties and assets, and may evaluate various opportunities to acquire, invest in or otherwise participate in assets, businesses and activities that complement our existing assets, businesses and activities. Many of these opportunities may not be provided for in our existing capital expenditure forecast, and could result in the incurrence of substantial amounts of additional indebtedness. Our cash flow from operating activities and other sources may not be sufficient to fund our liquidity needs. Our ability to make payments on and to refinance our existing and future indebtedness, including the notes, to fund planned capital expenditures and to pursue other acquisitions and investment opportunities will depend on our current and future ability to generate cash from operating, investing and financing activities. Our ability to generate cash from these activities is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Lower revenues, or uncollectible receivables, generally reduce our cash flow.

We can provide no assurance that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Combined Credit Agreements or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on the notes. We may not be able to obtain enough capital to service our debt and fund our planned capital expenditures and business plan.

Our ability to obtain future borrowings under our Combined Credit Agreements will depend in part on our ability to remain in compliance with the financial maintenance covenants in our Combined Credit Agreements, which may be affected by events beyond our control. While we believe that we will be able to comply with these covenants through December 31, 2014, 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 operational efficiencies, our failure to execute certain asset purchases and/or repay certain debt 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. See “Item 1A. Risk Factors—Commodity prices fluctuate widely, and low prices could adversely affect our ability to borrow under and comply with our debt agreements and have a material adverse impact

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on our business, financial condition and results of operations” in our 2013 Annual Report. 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 can provide no assurance that we would be successful in obtaining any such waivers or amendments.

We anticipate that our 2014 capital program, contractual commitments and recurring operating needs will be funded by cash flow from operations or cash and other short-term securities on hand and supplemented by proceeds from asset sales, although we could also borrow under the Combined Credit Agreements. If our capital resources are insufficient to fund our needs, we will need to reduce our capital expenditures, implement further cost reductions and successfully renegotiate our contractual commitments or seek other financing alternatives. We may be unable to realize further cost reductions, renegotiate our contractual commitments or obtain financing needed in the future on acceptable terms, or at all. If we limit or defer our 2014 capital expenditure plan or are unsuccessful in developing reserves and adding production through that capital program or our cost-cutting efforts are too overreaching, we could adversely affect our ability to meet our forecasted results and the value of our oil and natural gas properties.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, forego acquisition and investment opportunities, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, including our Combined Credit Agreements, the Second Lien Term Loan and the indentures governing our existing notes, the Second Lien Notes and the notes, may restrict us from implementing some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate these dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any dispositions may not be adequate to meet our debt service obligations then due.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness and the remedies sought by the lenders or holders of such indebtedness as a result of such default could prohibit us from making or render us unable to make payments of principal, premium, if any, or interest on the notes and could substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on our indebtedness, including covenants in the indentures that govern our existing notes and that govern the notes and the Second Lien Notes, the Second Lien Term Loan and the Combined Credit Agreements, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest. More specifically, the lenders under our Combined Credit Agreements could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.

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Despite our current levels of debt, we may still incur substantially more debt and increase the risks associated with our proposed leverage.

As of December 31, 2013, we had $1,077.4 million of outstanding senior secured indebtedness (which includes letters of credit under our Combined Credit Agreements) and $641.6 million of outstanding senior unsecured indebtedness under the notes, the 2015 Senior Notes, the 2016 Senior Notes and the 2019 Senior Notes and $350.0 million of outstanding senior subordinated indebtedness under our Subordinated Notes. The provisions contained or to be contained in the agreements relating to our indebtedness may not completely prohibit us from incurring additional indebtedness, and the amount of indebtedness that we could incur could be substantial. Accordingly, we or our subsidiaries could incur significant additional indebtedness in the future, some of which could constitute senior secured indebtedness which would have priority in any proceeds distributed in connection with any bankruptcy, liquidation, reorganization or similar proceeding to the extent derived from the collateral securing such debt. If we incur additional senior unsecured indebtedness, the holders of that debt will be entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any bankruptcy, liquidation, reorganization or similar proceedings. At December 31, 2013 and for all of 2013, we did not meet the incurrence test under our indentures, which limits our ability to incur additional debt, except for specific baskets, if we were to meet our incurrence test in the future or otherwise incur debt as permitted under the indentures, and new debt is added to our current debt levels, the related risks that we now face could intensify.

Variable rate indebtedness subjects us to the risk of higher interest rates, which could cause our debt service obligations to increase significantly.

Certain of our borrowings, primarily borrowings under our Combined Credit Agreements, the Second Lien Term Loan and the Second Lien Notes, will be at variable rates of interest and expose us to interest rate risk. As of December 31, 2013, we had $1 billion of variable rate indebtedness outstanding. If interest rates increase, our debt service obligations on the variable rate indebtedness may increase if the interest rate exceeds the applicable floors even though the amount borrowed remained the same, and our net income would decrease. In the future we may enter into interest rate swaps, involving the exchange of floating for fixed rate interest payments, to reduce interest rate volatility, although we cannot assure you that we will do so.

There are circumstances other than repayment or discharge of the notes under which the related guarantees will be automatically released, without the consent of the holders of the notes or the trustee under the indenture governing the notes.

The guarantee of a subsidiary guarantor will be released in connection with a sale or other disposition of such guarantor in a transaction in compliance with the indenture governing the notes so long as the obligations of such subsidiary under the Combined Credit Agreements or any other agreement relating to our restricted subsidiaries’ indebtedness are terminated. The indenture governing the notes will also permit us to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If we designate a guarantor as an unrestricted subsidiary, any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture governing the notes. The creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. See “Description of Notes—Subsidiary guarantees.”

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Fraudulent transfer statutes may limit your rights as a holder of the notes.

Federal and state fraudulent transfer laws as previously interpreted by various courts permit a court, if it makes certain findings, to:

• avoid all or a portion of our obligations to holders of the notes;

• subordinate our obligations to holders of the notes to our other existing and future creditors, entitling such creditors to be paid in full before any payment is made on the notes; and

• take other action detrimental to holders of the notes, including invalidating the notes.

In that event, we cannot provide assurance that you would ever be repaid. There is also no assurance that amounts previously paid to you pursuant to the notes or guarantees would not be subject to return.

Under federal and state fraudulent transfer laws, in order to take any of those actions, courts will typically need to find that we or the guarantors received less than fair consideration or reasonably equivalent value for incurring the indebtedness represented by the notes, and, at the time the notes were issued, we or any of the guarantors, as applicable:

• were insolvent or were rendered insolvent by reason of the issuance of the notes;

• were engaged, or were about to engage, in a business or transaction for which our capital was unreasonably small;

• intended to incur, or believed or should have believed we would incur, indebtedness beyond our ability to pay as such indebtedness matures; or

• were a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment was unsatisfied.

A court may also void an issuance of notes or a guarantee, without regard to the above factors, if the court found that we issued the notes or the guarantors entered into their respective guaranty agreements with actual intent to hinder, delay or defraud current or future creditors.

Many of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes and as judicially interpreted. A court could find that we did not receive fair consideration or reasonably equivalent value for the incurrence of the indebtedness represented by the notes.

The measure of insolvency for purposes of the foregoing considerations will vary depending on the law of the jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the indebtedness:

• the sum of its indebtedness (including contingent liabilities) is greater than its assets, at fair valuation;

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing indebtedness and liabilities (including contingent liabilities) as they become absolute and matured; or

• it could not pay its debts as they became due.

We cannot assure you what standard a court would apply in determining our solvency and whether it would conclude that we were solvent when we incurred our obligations under the notes.

In addition, the guarantees of the notes may also be subject to review under various laws for the protection of creditors. A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or the guarantees, respectively, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void an issuance of the notes or the guarantees, you would no longer have a claim against us or the guarantors. Sufficient funds to repay the notes may not be available from other sources,

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including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from us or the guarantors or with respect to the notes or any guarantee. In addition, any payment by us pursuant to the notes made at a time we were found to be insolvent could be voided and required to be returned to us or to a fund for the benefit of our creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a distribution under the United States Bankruptcy Code.

An active public market may not develop for the notes, which may hinder your ability to liquidate your investment.

The notes are a new issue of securities with no established trading market, and we do not intend to list them on any securities exchange or to seek approval for quotations through any automated quotation system. The initial purchasers have advised us that they intend to make a market in the notes, but the initial purchasers are not obligated to do so. The initial purchasers may discontinue any market-making in the notes at any time, at their sole discretion. We therefore cannot provide assurance that:

• a liquid market for the notes will develop;

• you will be able to sell your notes; or

• you will receive any specific price upon any sale of the notes.

We also cannot assure you as to the level of liquidity of the trading market for the notes following the issue date of the notes. If a public market for the notes does develop, the notes could trade at prices that may be higher or lower than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar notes and our financial performance. If no active trading market develops, you may not be able to resell your notes at their fair market value or at all.

If a bankruptcy petition were filed by or against us, holders of the notes would likely not be entitled to include the unamortized portion of any original issue discount as of the filing date in the amount of their claim.

If a bankruptcy case is commenced by or against us under the United States Bankruptcy Code after the issuance of the notes, the claim of a holder of any of the notes with respect to the principal amount thereof may be limited to an amount equal to the sum of: (x) the initial offering price allocable to the notes; and (y) that portion of the original issue discount which is not deemed to constitute “unmatured interest” for purposes of the Bankruptcy Code. Any original issue discount that was not amortized as of any such bankruptcy filing would likely constitute “unmatured interest.” Accordingly, holders of the notes under such circumstances may, even if sufficient funds are available, receive a lesser amount than they would be entitled to under the express terms of the Indenture. In addition, there can be no assurance that a bankruptcy court would compute the accrual of interest under the same rules as those used for the calculation of original issue discount under federal income tax law.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus, the documents we incorporate by reference 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;

• failure to satisfy our short- or long-term liquidity needs, including the ability to access necessary capital resources;

• 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 and operational efficiencies;

• failure to comply with covenants under our Combined Credit Agreements and other indebtedness and the resulting acceleration of debt thereunder and inability to make necessary repayments or to make additional borrowings;

• 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 and NGL 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, particularly in closing the proposed Southwestern Transaction or in contracting for a transaction involving our Horn River Asset;

• failure to make the necessary expenditures under or related to our contractual commitments, including our spending requirement pursuant to Fortune Creek;

• the effects of existing or future litigation; and

• additional factors described elsewhere in this prospectus.

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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 including any amendments thereto. 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 prospectus are made only as of the date of this prospectus, 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.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the notes. The notes will be exchanged for old notes as described in this prospectus upon our receipt of old notes. We will cancel all of the old notes surrendered in exchange for the notes.

Our net proceeds from the sale of the old notes were approximately $302.4 million, after deduction of the initial purchasers’ discounts and commissions and other expenses of the offering. We used those net proceeds to, together with the proceeds of the Second Lien Term Loan and Second Lien Notes and cash on hand, to (i) repurchase a portion of the 2015 Senior Notes and the 2016 Senior Notes validly tendered in the tender offer as part of our refinancing transactions in 2013, and (ii) pay fees and expenses related to the refinancing transactions, including applicable consent solicitation fees, tender premiums and accrued interest on the 2015 Senior Notes, the 2016 Senior Notes and the 2019 Senior Notes.

RATIO OF EARNINGS TO FIXED CHARGES

The following table presents our ratio of earnings to fixed charges for the periods indicated:

	For the Year Ended December 31,
	2013	2012	2011	2010	2009
Ratio of earnings to fixed charges (1)	1.9x	—	1.9x	4.6x	—

⁽¹⁾    The shortfall in the earnings available for fixed charges to achieve a ratio of earnings to fixed charges of at least 1.0 amounted to $2.7 billion and $920 million for 2012 and 2009, respectively.

For the purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus distributed income of equity method investments and fixed charges (less capitalized interest and net income attributable to noncontrolling interests). Fixed charges consist of interest on all indebtedness, amortization of debt discount and capitalized expenses related to indebtedness and that portion of rental expense which we believe to be representative of an interest factor.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected financial data as of the dates and for the periods indicated. The selected financial data for each of the years in the three year period ended December 31, 2013 and as of December 31, 2013 and 2012 have been derived from our audited consolidated financial statements incorporated by reference herein. The selected financial data for each of the years in the two year period ended December 31, 2010 and as of December 31, 2011, 2010 and 2009 have been derived from our audited consolidated financial statements not incorporated by reference herein. Our historical results are not necessarily indicative of our future results.

The selected consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the corresponding notes in our 2013 Annual Report, which is incorporated by reference in this prospectus.

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	For the Year Ended December 31,
	2013			2012			2011			2010			2009
	(dollars in thousands)
Statement of operations information:
Revenue
Production	$	463,491		$	630,947		$	800,543		$	856,349		$	796,698
Sales of purchased natural gas	64,913			62,405			86,645			64,089			23,654
Net derivative gains (losses)	29,928			11,444			51,780			(2,629		)	—
Other	3,230			4,242			4,655			10,522			12,383
Total revenue	561,562			709,038			943,623			928,331			832,735
Operating expense
Lease operating	82,265			95,333			102,874			84,836			79,027
Gathering, processing and transportation	148,569			166,316			190,560			94,008			48,688
Production and ad valorem taxes	17,066			25,395			29,226			34,156			23,881
Costs of purchased natural gas	64,840			62,041			85,398			65,321			30,158
Depletion, depreciation and accretion	62,612			163,624			225,763			207,203			201,387
Impairment	1,863			2,625,928			107,059			47,997			979,540
General and administrative	55,306			75,697			79,582			80,107			77,243
Other operating	3,725			1,562			557			4,522			6,684
Total expense	436,246			3,215,896			821,019			618,150			1,446,608
Gain on Tokyo Gas Transaction	339,328			—			—			—			—
Crestwood earn-out	—			41,097			—			—			—
Gain on sale of KGS	—			—			—			493,953			—
Operating income (loss)	464,644			(2,465,761		)	122,604			804,134			(613,873		)
Income (loss) from earnings of BBEP	—			—			(8,439		)	22,323			75,444
Impairment of investment in BBEP	—			—			—			—			(102,084		)
Other income (expense)—net	(17,384		)	1,108			219,768			75,724			(1,242		)
Fortune Creek accretion	(19,245		)	(19,472		)	—			—			—
Interest expense	(251,847		)	(164,051		)	(186,024		)	(188,353		)	(195,101		)
Income (loss) before income taxes	176,168			(2,648,176		)	147,909			713,828			(836,856		)
Income tax (expense) benefit	(14,550		)	295,570			(57,863		)	(258,538		)	291,617
Net income (loss)	161,618			(2,352,606		)	90,046			455,290			(545,239		)
Net income attributable to noncontrolling interests	—			—			—			(9,724		)	(12,234		)
Net income (loss) attributable to Quicksilver	$	161,618		$	(2,352,606	)	$	90,046		$	445,566		$	(557,473	)
Reclassification adjustments related to settlements of derivative contracts—net of income tax	(46,931		)	(128,161		)	(58,125		)	(164,016		)	(211,863		)
Net change in derivative fair value—net of income tax	—			74,384			156,160			156,850			125,989
Foreign currency translation adjustment	(4,681		)	412			(13,364		)	16,017			22,106
Other comprehensive income (loss)	$	(51,612	)	$	(53,365	)	$	84,671		$	8,851		$	(63,768	)
Comprehensive income (loss)	$	110,006		$	(2,405,971	)	$	174,717		$	454,417		$	(621,241	)
Balance sheet information (as of period end):
Property, plant and equipment—net	$	860,805		$	1,029,058		$	3,460,519		$	3,063,245		$	2,542,845
Total assets	1,369,726			1,381,788			3,995,462			3,507,734			3,612,882
Long-term debt	1,988,946			2,063,206			1,903,431			1,746,716			2,427,523
All other long-term obligations	251,953			283,588			495,939			248,762			121,877
Total equity	(1,005,970		)	(1,132,797		)	1,261,919			1,069,905			696,822
Cash flow information:
Cash provided by (used in) operating activities	$	(51,700	)	$	227,727		$	253,053		$	397,720		$	612,303
Cash provided by (used in) investing activities	246,044			(371,657		)	(413,479		)	48,828			(472,864		)
Cash provided by (used in) financing activities	(114,218		)	137,089			119,556			(392,144		)	(143,391		)

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DESCRIPTION OF OTHER INDEBTEDNESS

Combined Credit Agreements

We currently have our Combined Credit Agreements dated December 22, 2011, which were amended and restated, and were further amended from time to time, including, in April 2013 (the “April 2013 Amendment”). After giving effect to the April 2013 Amendment and the Tokyo Gas Transaction, the Combined Credit Agreements’ global borrowing base is $350 million, including the borrowing base available under the U.S. Credit Facility of $205 million. The lenders’ commitments under the Combined Credit Agreements are allocated between the U.S. Credit Facility and the Canadian Credit Facility, with the U.S. Credit Facility being available for borrowings by Quicksilver Resources Inc. and the Canadian Credit Facility being available for borrowings by our Canadian subsidiary, Quicksilver Resources Canada Inc. (“Quicksilver Canada”). At our option, loans may be prepaid, and revolving credit commitments may be reduced, in whole or in part, at any time in minimum amounts.

Following the April 2013 Amendment, amounts outstanding under the U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the U.S. Credit Facility) plus an applicable margin between 2.75% to 3.75%, or (ii) alternate base rate (as defined in the 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 U.S. Credit Facility) of all letters of credit issued under the 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 U.S. Credit Facility of 0.50%.

Following the April 2013 Amendment, amounts outstanding under the Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the 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 Canadian Credit Facility) of all letters of credit issued under the Canadian Credit Facility equal to the applicable margin, with respect to adjusted LIBOR loans, and a commitment fee on the unused availability under the Canadian Credit Facility of 0.50%.

We further amended our Combined Credit Agreements with amendments in June 2013 and November 2013. See Note 11 to our consolidated financial statements found in our 2013 Annual Report, which is incorporated by reference in this prospectus. Our ability to remain in compliance with the amended financial maintenance covenants in our Combined Credit Agreements may be affected by events beyond our control, including market prices for our products, the success of our drilling efforts and production volumes. While we believe that we are able to comply with these covenants through December 31, 2014, 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 operational efficiencies, our failure to execute certain asset purchases and/or repay certain debt 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. See “Item 1a. Risk Factors - Risks Related to the Notes - Commodity prices fluctuate wildly, and low prices could adversely affect our ability to borrow under and comply with our debt agreements and have a material adverse impact on our business, financial condition and results of operations.” Any future inability to comply with these covenants, unless waived by the required lenders, could adversely affect our

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liquidity by rendering us unable to borrow further under our credit facilities and by accelerating the maturity of our indebtedness.

Borrowings under the U.S. Credit Facility are guaranteed by certain of our domestic subsidiaries and are secured 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 Canada and Quicksilver Production Partners Operating Ltd. (on a ratable basis with borrowings under the Canadian Credit Facility) and the majority of our domestic proved oil and gas properties and related assets (the “Domestic Pledged Property”). Borrowings under the Canadian Credit Facility are guaranteed by us and certain of our 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 U.S. Credit Facility) and any Canadian restricted subsidiaries and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. and all of Quicksilver Canada’s oil and gas properties and related assets. At December 31, 2013, we had $211.2 million of borrowings outstanding under our Combined Credit Agreements at an effective interest rate of 3.95%. Our borrowing base is subject to redetermination semi-annually and could be reduced further in the future.

Second Lien Term Loan

In June 2013, we entered into the Second Lien Term Loan of $625.0 million among Quicksilver Resources Inc., as borrower, the lenders party thereto from time to time and Credit Suisse, AG, as administrative agent (“Credit Suisse”). The Second Lien Term Loan has a six year original term, subject to prepayment under certain circumstances.

Amounts outstanding under the Second Lien Term Loan bear interest, at our election, at (i) adjusted LIBOR (as defined in the Second Lien Term Loan and subject to a “floor”) plus an applicable margin of 5.75% or (ii) alternate base rate (as defined in the Second Lien Term Loan and subject to a “floor”), which is the greatest of (a) Credit Suisse’s prime rate, (b) the federal funds effective rate plus 0.50% and (c) Adjusted LIBOR for an interest period of one month plus 1.00%, in each case, plus an applicable margin of 4.75%.

Loans under the Second Lien Term Loan are subject to mandatory prepayments and prepayment offers upon the occurrence of certain events (and subject to certain exceptions set forth in the Second Lien Term Loan), including non-ordinary course asset sales and sales of equity interests. At our option, loans under the Second Lien Term Loan may be prepaid, in whole or in part, at any time in minimum amounts, subject to payment of a prepayment premium in the case of a repricing transaction (as defined in the Second Lien Term Loan) during the first two years of the facility. Upon the occurrence of a change of control, we are required to make an offer to purchase the Second Lien Term Loans at a price equal to 101% of the principal amount plus accrued interest. Any prepayments are applied pro rata among the Second Lien Term Loan and the Second Lien Notes.

Subject to certain exceptions set forth in the Second Lien Term Loan, the representations and warranties and affirmative covenants under the Second Lien Term Loan are substantially consistent with the U.S. Credit Facility and the negative covenants and events of default substantially consistent with the notes being exchanged in this offering. There are no financial maintenance covenants under the Second Lien Term Loan.

Borrowings under the Second Lien Term Loan are guaranteed by certain of our domestic subsidiaries and are secured on a second priority basis (junior in priority to the liens securing the obligation under the U.S. Credit Facility and pari passu with the liens securing the Second Lien Notes) by the Domestic Pledged Equity, Domestic Pledged

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Property and 65% of the equity interests of Quicksilver Canada and Quicksilver Production Partners Operating Ltd. We have an incurrence test under the indentures more fully described below.

Second Lien Notes

In June 2013, we conducted a private offering of $200.0 million aggregate principal amount of Second Lien Notes under an indenture (the “Second Lien Indenture”) among Quicksilver Resources Inc., as issuer, The Bank of New York Mellon Trust Company, N.A., as trustee and second lien collateral agent, relating to such notes.

The Second Lien Notes bear interest at a variable rate per annum equal to the Adjusted LIBOR (as defined in the Second Lien Indenture subject to a “floor”) plus an applicable margin. The applicable margin is equal to the applicable margin for an adjusted LIBOR loan under the Second Lien Term Loan. The interest on the Second Lien Notes is paid quarterly on the last business day of March, June, September and December. The Second Lien Notes have a six year original term, subject to mandatory redemption under certain circumstances set forth in the Second Lien Indenture. It is expected that the Second Lien Notes will come due at the same time as our Second Lien Term Loan.

The Second Lien Notes have substantially the same terms as the Second Lien Term Loan, including the same mandatory redemption requirements upon the occurrence of certain events (and subject to certain exceptions set forth in the Second Lien Indenture), including non-ordinary course asset sales and sales of equity interests. We are entitled to redeem the Second Lien Notes, in whole or in part, at any time, subject to payment of a prepayment premium in the case of a repricing event (as defined in the Second Lien Indenture) during the first two years after the issue date. Upon the occurrence of a change of control, we are required to make an offer to purchase the Second Lien Notes at a price equal to 101% of the principal amount, plus accrued interest. Any redemptions or prepayments are applied pro rata among the Second Lien Term Loan and the Second Lien Notes.

The affirmative covenants, the negative covenants and the events of default under the Second Lien Indenture are substantially consistent with the Second Lien Term Loan. The Second Lien Notes are fully and unconditionally guaranteed by the same subsidiaries that are guarantors under the Second Lien Term Loan and are secured on a second priority basis (junior in priority to the liens securing obligations under the U.S. Credit Facility and pari passu with liens securing the Second Lien Term Loan) by the Domestic Pledged Equity, Domestic Pledged Property and 65% of the equity interests of Quicksilver Canada and Quicksilver Production Partners Operating Ltd. We have an incurrence test under the indentures more fully described below.

2015 Senior Notes and 2016 Senior Notes

As of December 31, 2013, we had outstanding $10.5 million aggregate principal amount of the 2015 Senior Notes and $8.1 million aggregate principal amount of the 2016 Senior Notes. The 2015 Senior Notes and the 2016 Senior Notes are fully and unconditionally guaranteed on a senior basis by our subsidiary guarantors. The 2015 Senior Notes and the 2016 Senior Notes and the subsidiary guarantees thereof rank equal in right of payment to the notes and the subsidiary guarantees. In June 2013, we amended the 2015 Senior Notes and 2016 Notes to eliminate substantially all of the restrictive covenants and certain events of default. On March 28, 2014, we issued a notice of redemption for any and all of the 2015 Senior Notes and the 2016 Senior Notes. The redemption of the 2015 Senior Notes and the 2016 Senior Notes will be completed on or about April 28, 2014.

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Senior Notes Due 2019

As of December 31, 2013, we had outstanding $298.0 million aggregate principal amount of the 2019 Senior Notes. The 2019 Senior Notes are fully and unconditionally guaranteed on a senior basis by our subsidiary guarantors. The 2019 Senior Notes and the subsidiary guarantees thereof rank equal in right of payment to the notes and the subsidiary guarantees. We have an incurrence test under the indentures more fully described below.

Subordinated Notes

As of December 31, 2013, we had outstanding $350.0 million aggregate principal amount of senior subordinated notes due 2016 (the “Subordinated Notes”). The Subordinated Notes are fully and unconditionally guaranteed on a senior subordinated basis by our subsidiary guarantors. The existing Subordinated Notes and the subsidiary guarantees thereof rank junior in right of payment to the notes and the subsidiary guarantees.

Incurrence Test under Certain of our Indebtedness

We have an incurrence test under the indentures that govern the Second Lien Term Loan, Second Lien Notes, 2019 Senior Notes, as well as the indenture that governs the Subordinated Notes, that requires EBITDA to exceed interest expense by 2.25 times. At December 31, 2013 and for all of 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 unable to predict when or if our EBITDA will exceed interest expense by 2.25 times.

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DESCRIPTION OF NOTES

In this Description of Notes, references to “the Company,” “we,” “our” and “us” refer only to Quicksilver Resources Inc. and not to any of its subsidiaries. You will find the definitions of capitalized terms used in this description under the heading “Certain definitions.”

The Company will issue the notes under an indenture (the “Indenture”), among the Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The terms of the notes include those expressly stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The Indenture is unlimited in aggregate principal amount, although the issuance of notes in this offering will be limited to $325.0 million. We may issue an unlimited principal amount of additional notes having identical terms and conditions as the notes (the “Additional Notes”), but if the Additional Notes are not fungible with the notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number. We will be permitted to issue such Additional Notes only if, at the time of such issuance, we are in compliance with the covenants contained in the Indenture. Any Additional Notes will be part of the same series as the notes that we are currently offering and will vote on all matters with the holders of the notes. Unless the context otherwise requires, for all purposes of the Indenture and this “Description of notes,” references to the notes include any Additional Notes actually issued.

This description of notes is intended to be an overview of the material provisions of the notes and the Indenture. Because this description of notes is only a summary, you should refer to the Indenture for a complete description of the Company’s obligations and your rights in respect of the notes. You should read the Indenture carefully and in its entirety. You may request copies of these documents at the Company’s address set forth under “Where You Can Find More Information”.

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General

The notes. The notes:

• are general unsecured, senior obligations of the Company;

• are limited to an aggregate principal amount of $325.0 million, subject to our ability to issue Additional Notes;

• mature on July 1, 2021;

• will be issued only in fully registered form, without coupons;

• will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof;

• will generally be represented by one or more registered notes in global form, but in certain circumstances may be represented by notes in definitive form;

• rank senior in right of payment to all existing and future Subordinated Obligations of the Company; and

• are unconditionally guaranteed on a senior basis by Cowtown Pipeline Funding, Inc., Cowtown Pipeline Management, Inc., Cowtown Pipeline L.P., Cowtown Gas Processing L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC, each a Domestic Subsidiary of the Company, as described under “—Subsidiary guarantees.”

Interest. Interest on the notes will compound semi-annually and will:

• accrue at the rate of 11.000% per annum;

• accrue from the most recent interest payment date to which interest has been paid or duly provided for on the old notes surrendered in exchange for the notes;

• be payable in cash semi-annually in arrears on January 1 and July 1, commencing on July 1, 2014;

• be payable to the holders of record at the close of business on the December 15 and June 15 (whether or not a business day) immediately preceding the related interest payment dates;

• be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments on the notes; paying agent and registrar

We will pay principal of and premium, if any, and interest and additional interest, if any, on the notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York, except that we may, at our option, pay interest on the notes by check mailed to holders of the notes at their registered address as it appears in the security register for the notes. We have initially designated the corporate trust office of the Trustee in New York, New York to act as our paying agent and registrar in respect of the notes. We may, however, change the paying agent or registrar without prior notice to the holders of the notes, and the Company or any of its Restricted Subsidiaries may act as paying agent or registrar in respect of the notes.

We will pay principal of and premium, if any, and interest and additional interest, if any, on notes in global form registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of the global notes.

Optional redemption

Except as described below, the notes are not redeemable until July 1, 2019. On and after July 1, 2019, the Company may redeem all or, from time to time, a part of the notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and additional interest, if any, on the notes, if any, to the applicable redemption date (subject to the right of holders of record

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on the relevant record date to receive interest due on an interest payment date occurring on or prior to the redemption date), if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

Year	Percentage
2019	102.000	%
2020 and thereafter	100.000	%

Prior to July 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes (which includes Additional Notes, if any) with the Net Cash Proceeds of one or more equity offerings at a redemption price of 111.000% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the redemption date); provided that:

(1) at least 65% of such aggregate principal amount of the notes (which includes Additional Notes, if any) remains outstanding after each such redemption (other than notes held, directly or indirectly, by the Company or its Affiliates); and

(2)    each such redemption occurs within 90 days after the closing of such equity offering.

Interest and additional interest, if any, payable on a redemption date that occurs after an interest record date and before the related interest payment date will be paid to the person to whom principal is payable.

In the case of any partial redemption, selection of the notes for redemption will be made by the Trustee by such method as the Trustee in its sole discretion may deem to be fair and appropriate; provided, that if the notes are represented by global notes, beneficial interests in the notes will be selected for redemption by The Depository Trust Company in accordance with its standard procedures therefor.

No note of $2,000 in aggregate principal amount or less will be redeemed in part. Notices of redemption will be in writing and mailed, first-class postage prepaid, at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its address appearing in the securities register. If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

In addition, at any time prior to July 1, 2019, the Company may redeem the notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the redemption date).

The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the notes. However, under certain circumstances, we may be required to offer to purchase notes as described under “—Change of control” and “—Certain covenants—Limitation on sales of assets and subsidiary stock.” We may at any time and from time to time purchase notes in the open market or otherwise.

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Ranking

The indebtedness evidenced by these notes and the Subsidiary Guarantees will be unsecured and will rank equal in right of payment to the Senior Indebtedness of the Company and the Subsidiary Guarantors, as the case may be (subject to the prior rights of holders of secured indebtedness of the Company or the Subsidiary Guarantors, as the case may be, with respect to the collateral securing such indebtedness). The notes will be guaranteed by the Subsidiary Guarantors.

As of December 31, 2013, the Company’s Senior Indebtedness and the Senior Indebtedness of the Subsidiary Guarantors was approximately $1.8 billion, including approximately $1.1 billion of secured Indebtedness. Virtually all of the Senior Indebtedness of the Subsidiary Guarantors currently consists of their respective guarantees of the Senior Indebtedness of the Company under the Senior Secured Credit Agreement, the 2015 Senior Notes, the 2016 Senior Notes, the 2019 Notes, the notes, the Second Lien Term Loan and the Second Lien Notes.

The notes are unsecured obligations of the Company and are subject to the prior rights of the holders of the secured Indebtedness of the Company and its subsidiaries with respect to the collateral securing such Indebtedness. Our unsecured Indebtedness is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured.

A substantial portion of our operations are conducted through our subsidiaries. Some of our subsidiaries are not guaranteeing the notes, and, as described below under “—Subsidiary guarantees,” Subsidiary Guarantees may be released under certain circumstances. In addition, our future subsidiaries may not be required to guarantee the notes. Claims of creditors of such non-guarantor subsidiaries, including trade creditors and creditors holding indebtedness or guarantees issued by such non-guarantor subsidiaries, and claims of preferred stockholders of such non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor subsidiaries over the claims of our creditors, including holders of the notes. Accordingly, the notes will be structurally subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor subsidiaries.

At December 31, 2013, the total liabilities of our subsidiaries (other than the Subsidiary Guarantors) were approximately $688.3 million, including trade payables and including intercompany liabilities. Although the Indenture limits the incurrence of Indebtedness and Preferred Stock by certain of our subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See “—Certain covenants—Limitation on indebtedness.”

Subsidiary guarantees

The Subsidiary Guarantors will, jointly and severally, fully and unconditionally guarantee, on a senior basis, the Company’s obligations under the notes and all obligations under the Indenture. The Subsidiary Guarantors will agree to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable counsel fees and expenses) Incurred by the Trustee or the holders in enforcing any rights under the Subsidiary Guarantees.

Each Subsidiary Guarantee will rank equally with all Guarantor Senior Indebtedness of that Subsidiary Guarantor and will be senior in right of payment to all existing and future Guarantor Subordinated Obligations of that Subsidiary Guarantor. The Subsidiary Guarantees will be subject to the prior rights of the holders of any secured Indebtedness of the applicable Subsidiary Guarantor with respect to the collateral securing such indebtedness. Unsecured Indebtedness of the Subsidiary Guarantors is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured.

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As of the date of this prospectus, the Guarantor Senior Indebtedness of the Subsidiary Guarantors consisted of the guarantees under the Senior Secured Credit Agreement and the Second Priority Term Loan and guarantees of the 2015 Senior Notes, the 2016 Senior Notes, the 2019 Senior Notes and the Senior Second Priority Notes and the Guarantor Subordinated Obligations of the Subsidiary Guarantors consisted of the guarantees of the 2016 Senior Subordinated Notes.

Although the Indenture will limit the amount of indebtedness that Restricted Subsidiaries may Incur, such indebtedness may be substantial.

The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See “Risk factors.”

In the event a Subsidiary Guarantor is sold or disposed of, whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease), and whether or not the Subsidiary Guarantor is the surviving entity in such transaction, to a Person that is not the Company or a Restricted Subsidiary, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if:

(1) the sale or other disposition is in compliance with the Indenture, including the covenants “Limitation on sales of assets and subsidiary stock” and “Limitation on sale of capital stock of restricted subsidiaries;” and

(2) all of the obligations of the Subsidiary Guarantor under any Credit Facility and related documentation and any other agreements relating to any other Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction.

In addition, a Subsidiary Guarantor will be released from its obligations under the Indenture and its Subsidiary Guarantee if the Company designates the Subsidiary as an Unrestricted Subsidiary and the designation complies with the other applicable provisions of the Indenture.

Change of control

If a Change of Control occurs, unless the Company has exercised its right to redeem all of the notes as described under “—Optional redemption” by giving notice of such redemption to the holders of the notes, the Company will be required to offer to repurchase from each holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof; provided, that any unpurchased portion of a note must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s notes at a purchase price in cash equal to 101% of the principal amount of the notes plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Change of Control, unless the Company has exercised its right to redeem the notes as described under “—Optional redemption” by giving notice of such redemption to the holders of the notes, the Company will mail a notice (the “Change of Control Offer”) to each holder, with a copy to the Trustee, stating:

(1) that a Change of Control has occurred and that the Company is offering to purchase the holder’s notes at a purchase price in cash equal to 101% of the principal amount of the notes plus accrued and unpaid interest and additional interest, if any, to the date of purchase (subject to the right of holders of record at the close

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of business on a record date to receive interest on the relevant interest payment date) (the “Change of Control Payment”);

(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); and

(3) the procedures determined by the Company, consistent with the Indenture, that a holder must follow in order to have its notes repurchased.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all notes or portions of notes (equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent for the notes an amount equal to the Change of Control Payment in respect of all notes or portions of notes so tendered; and

(3) deliver or cause to be delivered to the Trustee the notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.

Our paying agent will promptly mail to each holder of notes so tendered the Change of Control Payment for the notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and additional interest, if any, will be paid to the Person in whose name a note is registered at the close of business on the record date, and no additional interest will be payable to holders who tender pursuant to the Change of Control Offer.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under the Change of Control Offer.

A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.

The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations described in the Indenture by virtue of such compliance.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the initial purchasers. The Company has no present intention to engage in a transaction involving a Change of Control, although it is possible that the

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Company could decide to do so in the future. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on the Company’s ability to Incur additional Indebtedness are contained in the covenants described under “—Certain covenants—Limitation on indebtedness”, “—Certain covenants —Limitation on liens” and “—Certain covenants —Limitation on sale/leaseback transactions.” Such restrictions can be waived only with the consent of the holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the notes protection in the event of a highly leveraged transaction.

The Company’s ability to repurchase notes pursuant to a Change of Control Offer may be limited by a number of factors. The occurrence of any of the events that constitute a Change of Control may constitute a default under the Senior Secured Credit Agreement. In addition, certain events that may constitute a change of control under the Senior Secured Credit Agreement and cause a default under that agreement may not constitute a Change of Control under the Indenture. Other Indebtedness of the Company and its Subsidiaries may also contain prohibitions of certain events that would constitute a Change of Control or require such Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Company to repurchase the notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Company’s ability to pay cash to the holders upon a repurchase may be limited by the Company’s then-existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The definition of “Change of Control” includes a disposition of all or substantially all of the property and assets of the Company and its Restricted Subsidiaries taken as a whole to any Person other than a Permitted Holder. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property and assets of a Person. As a result, it may be unclear as to whether a Change of Control has occurred and the Company is obligated to make a Change of Control Offer.

Holders may not be entitled to require us to purchase their notes in certain circumstances involving a significant change in the composition of our Board of Directors, including in connection with a proxy contest in which our Board of Directors does not approve a dissident slate of directors but approves them as Continuing Directors, even if our Board of Directors initially opposed the directors.

Certain covenants

Effectiveness of covenants

From and after the first day on which:

(1) the notes have an Investment Grade Rating from both of the Ratings Agencies; and

(2) no Default has occurred and is continuing under the Indenture;

the Company and its Restricted Subsidiaries will cease to be subject to the provisions of the Indenture summarized under the subheadings below:

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(1)    “—Limitation on indebtedness,”

(2)    “—Limitation on restricted payments,”

(3)    “—Limitation on restrictions on distributions from restricted subsidiaries,”

(4)    “—Limitation on sales of assets and subsidiary stock,”

(5)    “—Limitation on affiliate transactions,”

(6)    “—Limitation on sale of capital stock of restricted subsidiaries,”

(7)    “—Limitation on lines of business,” and

(8)    Clause (4) of “—Merger and consolidation”

(collectively, the “Suspended Covenants”). If at any time the credit rating of the notes is downgraded from an Investment Grade Rating by either Rating Agency, then the Suspended Covenants will thereafter be reinstated and again be applicable pursuant to the terms of the Indenture, unless and until the notes subsequently attain an Investment Grade Rating. Neither the failure of the Company or any of its Subsidiaries to comply with a Suspended Covenant after the notes attain an Investment Grade Rating and before any reinstatement of the Suspended Covenants nor compliance by the Company or any of its Subsidiaries with any contractual obligation entered into in compliance with the Indenture during that period will constitute a Default, Event of Default or breach of any kind under the Indenture, the notes or the Subsidiary Guarantees.

During any period when the Suspended Covenants are not in effect, the Board of Directors of the Company may not designate any of the Company’s Subsidiaries as Unrestricted Subsidiaries pursuant to the Indenture.

Limitation on indebtedness

The Company may not, and may not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); except, that the Company and any Restricted Subsidiary may Incur Indebtedness if on the date thereof:

(1) the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.0; and

(2) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of Incurring the Indebtedness or the transactions relating to such Incurrence.

The first paragraph of this covenant will not prohibit the Incurrence of the following Indebtedness:

(1) Indebtedness of the Company and its Restricted Subsidiaries Incurred pursuant to a Credit Facility in an aggregate principal amount up to the greater of (x) $1.2 billion or (y) 30% of Adjusted Consolidated Net Tangible Assets, in each case, determined as of the date of the Incurrence of the Indebtedness;

(2) Guarantees of Indebtedness Incurred in accordance with the provisions of the Indenture; provided that if the Indebtedness that is being Guaranteed is Guaranteed by a Subsidiary Guarantor and is (a) Senior Indebtedness or Guarantor Senior Indebtedness, then the related Guarantee shall rank equally in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantors or (b) a Subordinated Obligation or a

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Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantors;

(3) Indebtedness of the Company owing to and held by any Wholly-Owned Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Wholly-Owned Subsidiary; provided, however, that:

(a) if the Company is the obligor on the Indebtedness, the Indebtedness is subordinated in right of payment to all obligations with respect to the notes;

(b) if a Subsidiary Guarantor is the obligor on the Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of that Subsidiary Guarantor; and

(c) any subsequent issuance or transfer of Capital Stock, sale or other transfer of any such Indebtedness or other event that results in any such Indebtedness being held by a Person other than the Company or a Wholly-Owned Subsidiary of the Company shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, as of the date such Indebtedness first became held by such Person;

(4) Indebtedness represented by (a) the notes issued on the Issue Date and the Subsidiary Guarantees and any exchange notes and related Subsidiary Guarantees issued pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9) and (10)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to the first paragraph of this covenant;

(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary was acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that, at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to the Incurrence of such Indebtedness;

(6) Indebtedness under Currency Agreements, Commodity Agreements and Interest Rate Agreements; provided that, in the case of Currency Agreements or Commodity Agreements, such Currency Agreements or Commodity Agreements are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business and, in the case of Currency Agreements, Commodity Agreements and Interest Rate Agreements, such Currency Agreements, Commodity Agreements and Interest Rate Agreements are entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company);

(7) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Company or

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the Restricted Subsidiary, in an aggregate principal amount not to exceed $20 million at any time outstanding;

(8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, bid, reimbursement, performance, surety, appeal and similar bonds, completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business, or required by regulatory authorities in connection with the conduct by the Company and its Restricted Subsidiaries of their businesses, including supporting Guarantees and letters of credit (in each case other than for an obligation for money borrowed);

(9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or a Restricted Subsidiary;

(10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of the Incurrence; and

(11) in addition to the items referred to in clauses (1) through (10) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11) and then outstanding, will not exceed $40 million at any time outstanding.

The Company may not after the Issue Date Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the notes to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor may Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. Notwithstanding the foregoing, the subordination requirements of this paragraph shall not apply to any Indebtedness Incurred by the Company or any Subsidiary Guarantor under the preceding paragraph if the net proceeds thereof are used, directly or indirectly, to refinance the 2016 Senior Subordinated Notes.

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant:

(1) Indebtedness permitted by this covenant need not be permitted solely by one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness;

(2) in the event that Indebtedness meets the criteria of more than one of the provisions permitting the Incurrence of Indebtedness described in the first and second paragraphs above, the Company, in its sole discretion, may classify (or subsequently reclassify) such item of Indebtedness as being permitted by one or more such provisions;

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(3) all Indebtedness outstanding on the date of the Indenture under the Senior Secured Credit Agreement, the credit agreement governing the Second Priority Term Loan and the indenture governing the Senior Second Priority Notes shall be deemed initially Incurred on the Issue Date under clause (1) of the second paragraph above and not the first paragraph or clause (4) of the second paragraph above;

(4) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(5) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included;

(6) no item of Indebtedness will be given effect more than once in any calculation contemplated by this covenant and no individual item or related items of Indebtedness will be given effect at an aggregate amount in excess of the aggregate amount required to satisfy and discharge the principal amount of such item or related items of Indebtedness;

(7) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; and

(8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP.

Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this “Limitation on indebtedness” covenant, the Company shall be in Default of this covenant).

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date the Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and the refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded

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solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on restricted payments

The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(1) pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in respect of its Capital Stock in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except:

(a) dividends or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase Capital Stock of the Company; and

(b) dividends or distributions payable to the Company or a Restricted Subsidiary (and if the Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of Capital Stock on a pro rata basis);

(2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any direct or indirect parent of the Company held by Persons other than the Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company or any direct or indirect parent of the Company (other than Disqualified Stock));

(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement); or

(4) make any Restricted Investment in any Person;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) being referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(a) a Default shall have occurred and be continuing (or would result therefrom); or

(b) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to the first paragraph under “—Limitation on indebtedness” above after giving effect, on a pro forma basis, to the Restricted Payment; or

(c) the aggregate amount of the Restricted Payment and all other Restricted Payments made subsequent to the Issue Date would exceed the sum of:

(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from July 1, 2013 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which

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financial statements are in existence (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit);

(ii) 100% of the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination);

(iii) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible into or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair market value of any other property, distributed by the Company upon such conversion or exchange); and

(iv) the amount equal to payments received by the Company or any Restricted Subsidiary in respect of, or the net reduction in, Restricted Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from:

(A) repurchases or redemptions of such Restricted Investments by the Person in which such Restricted Investments are made, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser or payments in respect of such Restricted Investment, whether through interest payments, principal payments, dividends, distributions or otherwise, by such Person to the Company or any Restricted Subsidiary; or

(B) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary;

which amount in each case under clause (iv) was included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under clause (iv) to the extent it is already included in Consolidated Net Income.

The provisions of the preceding paragraph will not prohibit:

(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated Obligations or Guarantor Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that (a) such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent

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calculations of the amount of Restricted Payments and (b) the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (c)(ii) of the preceding paragraph;

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor Subordinated Obligations made by exchange for or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations that, in each case, is permitted to be Incurred as described under “—Limitation on indebtedness” and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments;

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to the covenant described under “—Limitation on indebtedness” and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments;

(4) dividends paid within 60 days after the date of declaration if at such date of declaration the dividend would have complied with this provision; provided, however, that such dividends will be included in subsequent calculations of the amount of Restricted Payments;

(5) so long as no Default or Event of Default has occurred and is continuing,

(a) the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the Company or any Restricted Subsidiary or any direct or indirect parent of the Company held by any existing or former employees or directors of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case in accordance with the terms of employee stock option or stock purchase agreements or other agreements to compensate employees or directors; provided that such purchases, redemptions, acquisitions, cancellations or retirements pursuant to this clause will not exceed $2.0 million in the aggregate during any calendar year; provided further, however, that the amount of any such purchases, redemptions, acquisitions, cancellations or retirements will be included in subsequent calculations of the amount of Restricted Payments; and

(b) loans or advances to employees or directors of the Company or any Subsidiary of the Company the proceeds of which are used to purchase Capital Stock of the Company, in an aggregate amount not in excess of $2.0 million at any one time outstanding; provided, however, that the amount of such loans and advances will be included in subsequent calculations of the amount of Restricted Payments;

(6) so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in accordance with the terms of the Indenture to the extent such dividends are included in the definition of “Consolidated

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Interest Expense;” provided, however, that the payment of such dividends will be excluded in subsequent calculations of the amount of Restricted Payments;

(7) repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price thereof; provided, however, that such repurchases will be excluded from subsequent calculations of the amount of Restricted Payments;

(8) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (i) at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to the “Change of control” covenant described herein or (ii) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “Limitation on sales of assets and subsidiary stock” covenant described herein; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset Disposition Offer, as applicable, as required with respect to the notes and has completed the repurchase or redemption of all notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer; provided, however, that such purchases, repurchases, redemptions, defeasances or other acquisitions or retirements will be excluded from subsequent calculations of the amount of Restricted Payments;

(9) any redemption of share purchase rights at a redemption price not to exceed $0.01 per right; provided, however, that such redemption will be included in subsequent calculations of the amount of Restricted Payments;

(10) the payment of cash in lieu of fractional shares of Capital Stock in connection with any transaction otherwise permitted under the Indenture; provided, however, that such payment will be included in subsequent calculations of the amount of Restricted Payments;

(11) payments to dissenting stockholders not to exceed $5 million (x) pursuant to applicable law or (y) in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets in connection with a transaction that is not prohibited by the Indenture; provided, however that such payments will be included in subsequent calculations of the amount of Restricted Payments;

(12) Restricted Payments in an amount not to exceed $25 million; provided, however, that the amount of the Restricted Payments will be included in subsequent calculations of the amount of Restricted Payments; and

(13) if the Total Senior Leverage Ratio at such time is less than or equal to 4.0 to 1.0, any purchase, repurchase, redemption, defeasance or other acquisition or retirement of the 2016 Senior Subordinated Notes; provided that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith, such determination to be based upon an opinion or

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appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated in good faith by the Board of Directors of the Company to exceed $25 million.

Limitation on liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Restricted Subsidiaries), whether owned on the Issue Date or acquired after that date, which Lien secures any Indebtedness, unless contemporaneously with the Incurrence of such Lien effective provision is made to secure the Indebtedness due with respect to the notes or, with respect to Liens on any Restricted Subsidiary’s property or assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or prior to in the case of Liens with respect to Subordinated Obligations or Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured by such Lien for so long as such Indebtedness is so secured.

Limitation on sale/leaseback transactions

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1) the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction pursuant to the covenant described under “—Limitation on indebtedness” and (B) create a Lien on such property securing such Attributable Indebtedness without equally and ratably securing the notes pursuant to the covenant described under “—Limitation on liens;”

(2) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/ Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors) of such property; and

(3) to the extent that such Sale/Leaseback Transaction involves an Asset Disposition, the Company applies the proceeds of such transaction in compliance with the covenant described under “—Limitation on sales of assets and subsidiary stock.”

Limitation on restrictions on distributions from restricted subsidiaries

The Company may not, and may not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and any subordination of any such Indebtedness or other obligations being deemed not to constitute such encumbrances or restrictions);

(2) make any loans or advances to the Company or any Restricted Subsidiary (the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary being deemed not to constitute such an encumbrance or restriction); or

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(3) transfer any of its property or assets to the Company or any Restricted Subsidiary.

The preceding provisions will not prohibit:

(a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including, without limitation, the Indenture, the notes, the Senior Secured Credit Agreement, the credit agreement governing the Second Priority Term Loan and the indenture governing the Senior Second Priority Notes;

(b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by a Restricted Subsidiary on or before the date on which the Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or in contemplation of the transaction or transactions) and outstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired;

(c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this paragraph or this clause (c) or contained in any amendment to an agreement referred to in clause (a) or (b) of this paragraph or this clause (c), including successive refundings, replacements or refinancings; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are no less favorable in any material respect to the holders of the notes than the encumbrances and restrictions contained in such agreements referred to in clauses (a) or (b) of this paragraph on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;

(d) in the case of clause (3) of the first paragraph of this covenant, any encumbrance or restriction:

(i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract;

(ii) contained in mortgages, pledges or other security agreements permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or

(iii) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;

(e) (i) purchase money obligations for property acquired in the ordinary course of business and (ii) Capital Lease Obligations permitted under the Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this covenant on the property so acquired;

(f) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital

39

Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(g) customary encumbrances or restrictions imposed pursuant to any agreement referred to in the definition of “Permitted Business Investment;”

(h) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; and

(i) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order.

Limitation on sales of assets and subsidiary stock

The Company may not, and may not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

(1) the Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Disposition at least equal to the fair market value of the assets subject to the Asset Disposition (determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by senior management of the Company or, if the consideration with respect to such Asset Disposition exceeds $10 million, the Board of Directors of the Company (including as to the value of all non-cash consideration); and

(2) at least 75% of the consideration from the Asset Disposition received by the Company or the Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.

The Company or such Restricted Subsidiary, as the case may be, may elect to apply all or any portion of the Net Available Cash from such Asset Disposition either:

(1) to prepay, repay, purchase, repurchase, redeem, defease or otherwise acquire or retire Senior Indebtedness of the Company (other than Disqualified Stock) or Indebtedness of a Wholly-Owned Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligation of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment, purchase, repurchase, redemption, defeasance, or acquisition of Indebtedness pursuant to this clause (1), the Company or such Restricted Subsidiary will retire such Indebtedness and, in the case of revolving Indebtedness, will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so retired; or

(2) to invest in Additional Assets or make Permitted Business Investments within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;

provided that, pending the final application of any such Net Available Cash in accordance with clauses (1) or (2) above, the Company and its Restricted Subsidiaries may temporarily reduce Senior Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by the Indenture.

Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” On the 366th day after an Asset Disposition, if the

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aggregate amount of Excess Proceeds exceeds $20 million, the Company must make an offer (an “Asset Disposition Offer”) to all holders of notes and to the extent required by the terms of other Senior Indebtedness, to all holders of other Senior Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Senior Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of notes and any Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the notes and Pari Passu Notes plus accrued and unpaid interest and additional interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Notes, as applicable, in the case of the notes, in amounts equal to $2,000 or an integral multiple of $1,000 in excess thereof; provided, that any unpurchased portion of a note must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. To the extent that the aggregate amount of notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of notes surrendered by holders thereof and other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, holders of tendered notes will receive their ratable portion of such proceeds and the Trustee shall select the notes to be purchased pro rata on the basis of the aggregate principal amount of tendered notes, subject to such adjustments as shall be permitted by the Indenture. Upon completion of the Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero.

The Asset Disposition Offer must remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of notes and Pari Passu Notes required to be purchased pursuant to the Asset Disposition Offer (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all notes and Pari Passu Notes validly tendered in response to the Asset Disposition Offer.

If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and additional interest, if any, will be paid to the Person in whose name a note is registered at the close of business on such record date, and no additional interest will be payable to holders who tender notes pursuant to the Asset Disposition Offer.

On or before the Asset Disposition Purchase Date, the Company must, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of notes and Pari Passu Notes or portions of notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all notes and Pari Passu Notes so validly tendered and not properly withdrawn, in the case of the notes, in amounts equal to $2,000 or an integral multiple of $1,000 in excess thereof; provided, that any unpurchased portion of a note must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof). The Company or the paying agent, as the case may be, must promptly (but in any case not later than seven Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each tendering holder of notes an amount equal to the purchase price of the notes so validly tendered and not properly withdrawn by such holder and accepted by the Company for purchase, and the Company must promptly issue a new note, and the Trustee, upon delivery of an Officer’s Certificate from the Company, must authenticate and mail or deliver such new note to such holder, in a principal amount equal to any unpurchased portion of the note surrendered; provided that each such new

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note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. In addition, the Company must take any and all other actions required by the agreements governing the Pari Passu Notes. Any note not so accepted must be promptly mailed or delivered by the Company to the holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase Date.

For the purposes of this covenant, the following will be deemed to be cash:

(1) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Wholly-Owned Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Wholly-Owned Subsidiary that is a Subsidiary Guarantor) and the release of the Company or the Restricted Subsidiary from all liability on such Indebtedness in connection with the Asset Disposition; and

(2) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 60 days after consummation of the Asset Disposition.

The Company may not, and may not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless:

(1) at the time of entering into the Asset Swap and immediately after giving effect to the Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) in the event the Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith, in excess of $10 million, the terms of the Asset Swap have been approved by a majority of the members of the Board of Directors of the Company; and

(3) in the event the Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith, in excess of $25 million, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing that the Asset Swap is fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view.

The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to the Indenture. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations under the Indenture by virtue of such compliance.

Limitation on affiliate transactions

The Company may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless:

(1) the terms of the Affiliate Transaction are not materially less favorable to the Company or the Restricted Subsidiary, as the case may be, than those that might reasonably have been obtained in a comparable

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transaction at the time of such transaction on an arm’s-length basis from a Person that is not an Affiliate of the Company;

(2) in the event the Affiliate Transaction involves an aggregate consideration in excess of $10 million, the terms of the transaction have been approved by a majority of the members of the Board of Directors of the Company having no personal stake in the transaction, if any (and such majority determines that the Affiliate Transaction satisfies the criteria in clause (1) above); and

(3) in the event the Affiliate Transaction involves an aggregate consideration in excess of $25 million, the Company has received a written opinion from an independent investment banking, accounting or appraisal firm of nationally recognized standing to the effect that the terms of the Affiliate Transaction are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at the time of such transaction on an arm’s-length basis from a Person that is not an Affiliate of the Company.

The preceding paragraph will not apply to:

(1) any Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to the covenant described under “—Limitation on restricted payments;”

(2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee plans and/or insurance and indemnification arrangements provided to or for the benefit of employees and directors approved by the Board of Directors of the Company;

(3) loans or advances to employees, officers or directors in the ordinary course of business of the Company or any of its Restricted Subsidiaries, but in any event not to exceed $2.5 million in the aggregate outstanding at any one time with respect to all loans or advances made since the Issue Date;

(4) any transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries and Guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with the covenant described under “—Limitation on indebtedness”; and

(5) the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Issue Date will be so excluded only if its terms are not more disadvantageous to the holders of the notes than the terms of the agreements in effect on the Issue Date.

Limitation on sale of capital stock of restricted subsidiaries

The Company may not, and may not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary or issue any of the Capital Stock of a Restricted

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Subsidiary (other than, if necessary, shares of its Voting Stock constituting directors’ qualifying shares) to any Person except:

(1) to the Company or a Wholly-Owned Subsidiary; or

(2) in compliance with the covenant described under “—Limitation on sales of assets and subsidiary stock” and if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would continue to be a Restricted Subsidiary.

Notwithstanding the preceding paragraph, the Company or any Restricted Subsidiary may sell all of the Capital Stock of a Restricted Subsidiary as long as the Company complies with the terms of the covenant described under “—Limitation on sales of assets and subsidiary stock.”

SEC reports

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (to the extent the SEC will accept such filing), and make available to the Trustee and the registered holders of the notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. If the SEC will not accept such filings, the Company will nevertheless make available such Exchange Act information to the Trustee and the holders of the notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and any such Unrestricted Subsidiary has $10 million of net assets and its assets exceed its liabilities by more than 5% of the amount by which the consolidated assets of the Company and its subsidiaries exceed consolidated liabilities of the Company and its subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries.

For so long as any of the notes remain outstanding and constitute “restricted securities” under Rule 144 under the Securities Act, the Company will furnish to the holders of the notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports to Trustee.

The Company will deliver to the Trustee within 120 days after the end of each fiscal year ending after the Issue Date, an Officer’s Certificate signed by the principal executive officer, principal financial officer, or principal accounting officer of the Company stating whether or not to the knowledge of such Person, after due inquiry, the Company is in default in the performance and observance of any of the terms, provisions, and conditions of the Indenture (without regard to any period of grace or requirement of notice provided thereunder) and, if the Company is in default, specifying all such defaults and the nature and status thereof of which such Person may have such knowledge.

Merger and consolidation

The Company may not consolidate with or merge with or into any other Person, or sell, lease, convey, assign, transfer, or otherwise dispose of all or substantially all its properties and assets to another Person, unless:

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(1)    the Company is the continuing or surviving Person in the consolidation or merger; or

(2) the Person (if other than the Company) formed by the consolidation or into which the Company is merged or to which all or substantially all of the Company’s properties and assets are sold, leased, conveyed, assigned, transferred or otherwise disposed of 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 expressly assumes, by a supplemental indenture in form satisfactory to the Trustee, all of the Company’s obligations under the notes and the Indenture and assumes, by agreement, all of the Company’s obligations under the Registration Rights Agreement; and

(3) 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

(4) immediately after giving effect to such transaction, the continuing or surviving Person would be able to Incur at least an additional $1.00 of Indebtedness pursuant to the first paragraph under “—Limitation on indebtedness”; and

(5) each Subsidiary Guarantor shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations (if other than the Company) in respect of the Indenture and the notes shall continue to be in effect; and

(6) an Officer’s Certificate is delivered to the Trustee to the effect that the conditions set forth above have been satisfied and an Opinion of Counsel has been delivered to the Trustee to the effect that the conditions set forth above have been satisfied.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of its Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company.

The continuing, surviving or successor Person will succeed to and be substituted for the Company with the same effect as if it had been named in the Indenture as a party thereof, and thereafter the predecessor Person (except in the case of a lease) will be relieved of all obligations and covenants under the Indenture and the notes.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person.

Notwithstanding the preceding clauses (3) and (4) above and clause (1)(b) below, (x) any Restricted Subsidiary may consolidate with, merge into or sell, lease, convey, assign, transfer or otherwise dispose of all or part of its properties and assets to the Company or another Restricted Subsidiary and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction; provided that, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with clause (5) above.

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In addition, 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 sale, conveyance, transfer, assignment or lease or other disposition 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 sold, leased, conveyed, assigned, transferred or otherwise disposed of 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 in form satisfactory to the Trustee, 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 Officer’s 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 the covenant described under “—Limitation on sales of assets and subsidiary stock.”

Future subsidiary guarantors

The Company will cause each Restricted Subsidiary (other than a Foreign Subsidiary or a Special Entity) created or acquired by the Company or one or more of its Restricted Subsidiaries after the Issue Date to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of and premium, if any and interest on the notes on a senior basis.

Limitation on lines of business

The Company may not, and may not permit any Restricted Subsidiary to, engage in any business other than the Oil and Gas Business.

Payments for consent

Neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid or is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Events of default

The following are “Events of Default” under the Indenture with respect to notes:

(1) failure to pay principal of or premium, if any, on any note when due at its Stated Maturity;

(2) failure to pay any interest on any note when due, which failure continues for 30 calendar days;

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(3) failure by the Company or any Subsidiary Guarantor to comply with its obligations under “—Certain covenants—Merger and consolidation”;

(4) failure by the Company to comply with any of its obligations under the provisions described under “—Change of control” or under the covenants described under “—Certain covenants” (in each case, other than a failure to purchase notes which will constitute an Event of Default under clause (5) below and other than a failure to comply with “—Certain covenants—Merger and consolidation” which is covered by clause (3) above), which failure or breach continues for 30 calendar days after written notice thereof has been given to the Company as provided in the Indenture;

(5) failure to redeem or repurchase any note when required to do so under the terms thereof;

(6) failure to perform, or breach of, any other covenant of the Company in the Indenture, which failure or breach continues for 60 calendar days after written notice thereof has been given to the Company as provided in the Indenture;

(7) any nonpayment at maturity or other default (beyond any applicable grace period) under any agreement or instrument relating to any other Indebtedness of the Company or a Significant Subsidiary, the unpaid principal amount of which is not less than $15 million, which default results in the acceleration of the maturity of the Indebtedness prior to its Stated Maturity or occurs at the final maturity thereof;

(8) specified events of bankruptcy, insolvency or reorganization involving the Company or a Significant Subsidiary;

(9) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $15 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days;

(10) any Subsidiary Guarantee of a Significant Subsidiary or group of Subsidiary Guarantors that, taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding, or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that, taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries, would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee; or

(11) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of more than $50 million in principal amount of the 2016 Senior Subordinated Notes within one year prior to the maturity if at such time the Total Senior Leverage Ratio is greater than 4.0 to 1.0 unless such purchase, repurchase, redemption, defeasance or other acquisition or retirement is designated by the Company to constitute a Restricted Payment and is permitted by the covenant described under “—Limitations on restricted payments” and included in the calculation of Restricted Payments or is made pursuant to clause (1), (2) or(12) of the covenant described under “—Limitations on restricted payments.”

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Pursuant to the Trust Indenture Act, the Trustee is required, within 90 calendar days after the occurrence of a Default in respect of the notes known to it, to give to the holders of the notes notice of all uncured Defaults known to it, except that:

• in the case of a Default in the performance of any covenant of the character contemplated in clause (4) or (6) above, no notice will be given until at least 30 or 60 calendar days, respectively, after the occurrence of the Default; and

• other than in the case of a Default of the character contemplated in clause (1) or (2) above, the Trustee may withhold notice if and so long as it in good faith determines that the withholding of notice is in the interests of the holders of the notes.

If an Event of Default described in clause (8) above occurs, the principal of and premium, if any, and accrued interest on the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the notes. If any other Event of Default with respect to notes occurs and is continuing, either the Trustee or the holders of at least 25% in principal amount of the notes may declare the principal amount of all notes to be due and payable immediately. However, at any time after a declaration of acceleration with respect to the notes has been made, but before a judgment or decree based on such acceleration has been obtained, the holders of a majority in principal amount of the notes may, under specified circumstances, rescind and annul such acceleration.

Subject to the duty of the Trustee to act with the required standard of care during an Event of Default, the Trustee will have no obligation to exercise any of its rights or powers under the Indenture at the request or direction of the holders of the notes unless holders of the notes shall have furnished to the Trustee reasonable security or indemnity. Subject to the provisions of the Indenture, including those requiring security or indemnification of the Trustee, the holders of a majority in principal amount of the notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the notes.

No holder of a note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless:

• the holder has previously given to the Trustee written notice of a continuing Event of Default;

• the holders of at least 25% in aggregate principal amount of the outstanding notes have requested the Trustee to institute a proceeding in respect of the Event of Default;

• the holder or holders have furnished reasonable indemnity to the Trustee to institute the proceeding as Trustee;

• the Trustee has not received from the holders of a majority in principal amount of the outstanding notes a direction inconsistent with the request; and

• the Trustee has failed to institute the proceeding within 60 calendar days.

However, the limitations described above do not apply to a suit instituted by a holder of a note for enforcement of payment of principal, premium, if any, or interest or additional interest on or after the applicable due dates for the payment of such principal and interest.

We are required to furnish to the Trustee annually a statement as to our performance of our obligations under the Indenture and as to any default in our performance.

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Modification and waiver

In general, modifications and amendments of the Indenture or the notes may be made by the Company and the Trustee with the consent of the holders of not less than a majority in principal amount of the notes. However, no modification or amendment of the Indenture or the notes may, without the consent of each holder of an outstanding note affected thereby:

• reduce the principal amount of, the rate of interest on, or the premium, if any, payable upon the redemption or repurchase of, the notes;

• change the Stated Maturity of, or any installment of principal of, or interest on, the notes;

• change the ranking or priority of the notes in a manner that would adversely affect the holders of the notes;

• change the time at which any note may be redeemed or repurchased as described under “—Optional redemption,” “—Change of control” or “—Certain covenants—Limitation on sales of assets and subsidiary stock;”

• change the place or currency of payment of principal of or premium, if any, or interest or additional interest on the notes;

• impair the right to institute suit for the enforcement of any payment on or with respect to the notes on or after the Stated Maturity, redemption date or repurchase date thereof;

• reduce the percentage in principal amount of the notes required for modification or amendment of the Indenture or the notes or for waiver of compliance with certain provisions of the Indenture or the notes or for waiver of certain defaults; or

• modify the Subsidiary Guarantees in any manner adverse to the holders of the notes.

The holders of at least a majority in principal amount of the notes may, on behalf of the holders of all of the notes, waive our compliance with specified covenants of the Indenture. The holders of at least a majority in principal amount of the notes may, on behalf of the holders of all of the notes, waive any past default under the Indenture with respect to the notes, except:

• a default in the payment of the principal of, or premium, if any, or interest or additional interest, on, the notes; or

• a default in respect of a provision of the Indenture that cannot be modified or amended without the consent of each holder of the notes.

Defeasance

Upon compliance with the applicable requirements described below, the Company and all of the Subsidiary Guarantors:

(1) will be deemed to have been discharged from their obligations with respect to the notes and the Guarantees; or

(2) will be released from their obligations to comply with certain covenants in the Indenture with respect to the notes, and the occurrence of an event described in any of clauses (3), (4), (6) (except with respect to covenants not subject to defeasance), (7), (8), (9) and (10) under “—Events of default” above will no longer be an Event of Default with respect to the notes

except to the limited extent described below.

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Following any defeasance described in clause (1) or (2) above, the Company will continue to have specified obligations under the Indenture, including obligations to register the transfer or exchange of notes; replace destroyed, stolen, lost or mutilated notes; maintain an office or agency in respect of the notes; hold funds for payment to holders of notes in trust; and to compensate and indemnify the Trustee and to reimburse it for its expenses. The immunities and protections of the Trustee will also survive any said defeasance. In the case of any defeasance described in clause (2) above, any failure by the Company to comply with its continuing obligations may constitute an Event of Default with respect to the notes as described in clause (6) under “—Events of default” above.

In order to effect any defeasance described in clause (1) or (2) above, the Company must irrevocably deposit with the Trustee, in trust, money sufficient or specified government obligations (or depositary receipts therefor) that through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient (and without any reinvestment of the income therefrom) to pay all of the principal of and premium, if any, and interest and additional interest, if any, on the notes on the dates such payments are due in accordance with the terms of the notes. In addition:

• no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default under the Indenture shall have occurred and be continuing on the date of such deposit;

• no Event of Default described in clause (8) under “—Events of default” above or event that with the giving of notice or lapse of time, or both, would become an Event of Default described in such clause (8) shall have occurred and be continuing at any time on or prior to the 90th calendar day following the date of deposit;

• in the event of any defeasance described in clause (1) above, the Company shall have delivered an Opinion of Counsel, stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) there has been a change in applicable federal law, in either case to the effect that, among other things, the holders of the notes will not recognize gain or loss for United States federal income tax purposes as a result of such deposit or defeasance and will be subject to United States federal income tax in the same manner as if such defeasance had not occurred;

• in the event of any defeasance described in clause (2) above, the Company shall have delivered an Opinion of Counsel to the effect that, among other things, the holders of the notes will not recognize gain or loss for United States federal income tax purposes as a result of such deposit or defeasance and will be subject to United States federal income tax in the same manner as if such defeasance had not occurred;

• the Company shall have delivered to the Trustee a certificate from a nationally recognized firm of independent accountants or other Person acceptable to the Trustee expressing its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money (and without any reinvestment of the income therefrom) will provide the cash at such times and in such amounts as will be sufficient to pay the principal of and any premium and interest when due on the notes on the Stated Maturity of the notes or on any earlier date on which the notes shall be subject to redemption;

• such defeasance must not result in a breach or violation of, or constitute a default under, any other agreement to which the Company is a party;

• the Company shall have delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that all conditions precedent provided for in the Indenture to such defeasance have been complied with; and

• if the notes being defeased are to be redeemed, the Company must have irrevocably designated the applicable redemption date.

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If the Company fails to comply with its remaining obligations under the Indenture with respect to the notes following a defeasance described in clause (2) above and the notes are declared due and payable because of the occurrence of any undefeased Event of Default, the amount of money and government obligations on deposit with the Trustee may be insufficient to pay amounts due on the notes at the time of the acceleration resulting from such Event of Default. However, the Company will remain liable in respect of such payments.

No personal liability of directors, officers, employees and stockholders

No director, officer, employee, incorporator, partner, member or stockholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under the notes, the Indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Concerning the trustee

The Bank of New York Mellon Trust Company, N.A. will be appointed as the Trustee under the Indenture and will be appointed by the Company as registrar and paying agent with regard to the notes.

Book-Entry, Delivery and Form

Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form (“Certificated Notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes” below.

In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We and the Trustee take no responsibility for these operations and procedures and urge you to contact the system or their participants directly to discuss these matters.

DTC has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other

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organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”).

Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or the Indirect Participants. The ownership of interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and the Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it, ownership of interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their name, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest (including additional interest) and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, we and the Trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and all other purposes. Consequently, neither we, the Trustee nor any agent of us or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions or practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or us. Neither we nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the

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beneficial owners of the notes, and we and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between Participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counter-party in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets the settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same day fund settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for Certificated Notes if:

(1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes, and we fail to appoint a successor depositary, or (b) has ceased to be a clearing agency registered under the Exchange Act;

(2) at our option, we notify the Trustee in writing that we elect to cause the issuance of the Certificated Notes; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the notes and DTC requests such exchange.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and liquidated damages, if any) through the paying agent by wire transfer of immediately available

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funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest and premium and liquidated damages, if any, with respect to Certificated Notes through the paying agent by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder’s registered address. The notes represented by the Global Notes are expected to trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in the notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited and any crediting of this type will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Governing law

The Indenture will provide that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

For purposes of the definitions below, all amounts of Adjusted Consolidated Net Tangible Assets, Consolidated Coverage Ratio, Consolidated EBITDA, Consolidated Income Taxes, Consolidated Interest Expense, Consolidated Net Income or Net Working Capital (1) as of any date or (2) in relation to any period or portion thereof that, in either case, precedes the Issue Date, to the extent applicable, will be the amount thereof as calculated as of such date or in relation to such period or portion thereof under the indenture governing the 2016 Senior Subordinated Notes, as supplemented or amended prior to June 27, 2008 (whether or not remaining outstanding).

“2015 Senior Notes” means the Company’s 8 1⁄4% Senior Notes due 2015.

“2016 Senior Notes” means the Company’s 11 3⁄4% Senior Notes due 2016.

“2016 Senior Subordinated Notes” means the Company’s 7 1⁄8% Senior Subordinated Notes due 2016.

“2019 Senior Notes” means the Company’s 9 1⁄8% Senior Notes due 2019.

“Acquired Indebtedness” means Indebtedness (i) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (i) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of the preceding sentence, on the date of consummation of such acquisition of assets.

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“Additional Assets” means:

(1) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in the Oil and Gas Business;

(2) capital expenditures by the Company or a Restricted Subsidiary in the Oil and Gas Business;

(3) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary; or

(4) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that, in the case of clauses (3) and (4), such Restricted Subsidiary is primarily engaged in the Oil and Gas Business.

“Adjusted Consolidated Net Tangible Assets” means (without duplication), as of the date of determination, the remainder of:

(a) the sum of:

(i) estimated discounted future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any provincial, territorial, state, federal or foreign income taxes, as estimated by the Company in a reserve report prepared as of the end of the Company’s most recently completed fiscal year for which audited financial statements are available, as increased by, as of the date of determination, the estimated discounted future net revenues from

(A) estimated proved oil and gas reserves acquired since such year end, which reserves were not reflected in such year end reserve report, and

(B) estimated oil and gas reserves attributable to upward revisions of estimates of proved oil and gas reserves since such year end due to exploration, development, exploitation or other activities, in each case calculated in accordance with SEC guidelines (utilizing the prices for the fiscal quarter ending prior to the date of determination) and decreased by, as of the date of determination, the estimated discounted future net revenues from

(C) estimated proved oil and gas reserves included therein that shall have been produced or disposed of since such year end, and

(D) estimated oil and gas reserves included therein that are subsequently removed from the proved oil and gas reserves of the Company and its Restricted Subsidiaries as so calculated due to downward revisions of estimates of proved oil and gas reserves since such year end due to changes in geological conditions or other factors which would, in accordance with standard industry practice, cause such revisions, in each case calculated on a pre-tax basis and substantially in accordance with SEC guidelines (utilizing the prices for the fiscal quarter ending prior to the date of determination), in each case as estimated by the Company’s petroleum engineers or any independent petroleum engineers engaged by the Company for that purpose;

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(ii) the capitalized costs that are attributable to oil and gas properties of the Company and its Restricted Subsidiaries to which no proved oil and gas reserves are attributable, based on the Company’s books and records as of a date no earlier than the date of the Company’s latest annual or quarterly consolidated financial statements;

(iii) the Net Working Capital on a date no earlier than the date of the Company’s latest annual or quarterly consolidated financial statements; and

(iv) the greater of

(A) the net book value of other tangible assets of the Company and its Restricted Subsidiaries, as of a date no earlier than the date of the Company’s latest annual or quarterly consolidated financial statements, and

(B) the appraised value, as estimated by independent appraisers, of other tangible assets of the Company and its Restricted Subsidiaries, as of a date no earlier than the date of the Company’s latest audited consolidated financial statements (provided that the Company shall not be required to obtain any appraisal of any assets); minus

(b)     the sum of:

(i) any amount included in (a)(i) through (a)(iv) above that is attributable to Minority Interests;

(ii) any net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest audited consolidated financial statements;

(iii) to the extent included in (a)(i) above, the estimated discounted future net revenues, calculated in accordance with SEC guidelines (utilizing the prices utilized in the Company’s year end reserve report), attributable to reserves which are required to be delivered to third parties to fully satisfy the obligations of the Company and its Restricted Subsidiaries with respect to Volumetric Production Payments (determined, if applicable, using the schedules specified with respect thereto); and

(iv) to the extent included in (a)(i) above, the estimated discounted future net revenues, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments which, based on the estimates of production and price assumptions included in determining the estimated discounted future net revenues specified in (a)(i) above, would be necessary to fully satisfy the payment obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments (determined, if applicable, using the schedules specified with respect thereto).

If the Company changes its method of accounting from the full cost method of accounting to the successful efforts or a similar method, “Adjusted Consolidated Net Tangible Assets” will continue to be calculated as if the Company were still using the full cost method of accounting.

“Affiliate” of any specified Person means any other Person, that directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person.

“Applicable Premium” means, with respect to a note at any redemption date, the greater of (i) 1.0% of the principal amount of such note and (ii) the excess of (A) the present value at such time of (1) the redemption price of

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such note at July 1, 2019 (such redemption price being described in the first paragraph of “—Optional redemption” exclusive of any accrued interest) plus (2) all required interest payments due on such note through July 1, 2019 (but excluding accrued and unpaid interest and additional interest, if any, to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the then outstanding principal amount of such note.

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of the Oil and Gas Business), transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(1) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary;

(2) the sale of Cash Equivalents in the ordinary course of business;

(3) a disposition of Hydrocarbons or mineral products in the ordinary course of the Oil and Gas Business;

(4) a disposition of obsolete or worn out equipment or equipment that is no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business;

(5) transactions permitted by the covenant described under “—Certain covenants—Merger and consolidation;”

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Wholly-Owned Subsidiary;

(7) for purposes of the covenant described under “—Certain covenants—Limitation on sales of assets and subsidiary stock” only, the making of a Permitted Investment or a disposition subject to the covenant described under “—Certain covenants—Limitation on restricted payments;”

(8) an Asset Swap effected in compliance with the covenant described under “—Certain covenants— Limitation on sales of assets and subsidiary stock;”

(9) dispositions of assets with an aggregate fair market value since the Issue Date of less than $5 million;

(10) dispositions in connection with the creation, encumbrance or existence of Permitted Liens or the exercise of any rights or remedies with respect thereto;

(11) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(12) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which do not materially interfere with the business of the Company and its Restricted Subsidiaries;

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(13) any Production Payments and Reserve Sales, provided that any such Production Payments and Reserve Sales, other than incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or a Restricted Subsidiary, shall have been created, Incurred, issued, assumed or Guaranteed in connection with the acquisition or financing of, and no later than 60 days after the acquisition of, the property that is subject thereto;

(14) the sale or transfer (whether or not in the ordinary course of the Oil and Gas Business) of oil and/or gas properties or direct or indirect interests in real property; provided that, at the time of such sale or transfer, such properties do not have associated with them any proved reserves capable of being produced in material economic quantities; and

(15) the abandonment, farm-out, exchange, lease or sublease of developed or undeveloped oil and/or gas properties or interests therein in the ordinary course of business or in exchange for oil and/or gas properties or interests therein owned or held by another Person.

“Asset Swap” means any concurrent purchase and sale or exchange of oil and gas properties or interests therein or other assets or properties used or useful in the Oil and Gas Business, including Capital Stock of any Person who holds any such properties, interests or assets, between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash received must be applied in accordance with “Limitation on sales of assets and subsidiary stock.”

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the notes, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended).

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such payments.

“Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date or Incurred after the Issue Date, payable by the Company under or in respect of a Credit Facility, and any related notes, collateral documents, letters of credit and guarantees and any Interest Rate Agreement entered into in connection with the Credit Facility, including principal, premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company at the rate specified therein, whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“Board of Directors” means, as to any Person, the board of directors of such Person or a duly authorized committee of such board of directors.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the corporate trust office of the Trustee is located are authorized by law or executive order to close.

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“Capital Lease” means, with respect to any Person, any lease of property (whether real, personal or mixed) by such Person or its Subsidiaries as lessee that would be capitalized on a balance sheet of such Person or its Subsidiaries prepared in conformity with GAAP, other than, in the case of such Person or its Subsidiaries, any such lease under which such Person or any of its Subsidiaries is the lessor.

“Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all obligations of such Person and its Subsidiaries under Capital Leases, as determined on a consolidated basis in conformity with GAAP.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Cash Equivalents” means:

(1)    securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having a maturity within one year after the date of acquisition thereof;

(2)    marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year after the date of acquisition thereof and, at the time of such acquisition, having a credit rating of at least “A” or the equivalent thereof from either Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or an equivalent rating by another nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments);

(3)    certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year after the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition at least “A” or the equivalent thereof by Standard & Poor’s Ratings Services or “A” or the equivalent thereof by Moody’s Investors Service, Inc. (or an equivalent rating by another nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments), and having combined capital and surplus in excess of $500 million;

(4)    repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) above entered into with any bank meeting the qualifications specified in clause (3) above;

(5)    commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc. (or an equivalent rating by another nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments), and in any case maturing within one year after the date of acquisition thereof; and

(6)    interests in any investment company or money market fund which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (5) above.

“Change of Control” means:

(1) Any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in

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Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group shall be deemed to beneficially own any Voting Stock of the Company held by a parent entity of the Company, if such person or group “beneficially owns” (as defined above), directly or indirectly, more than 50% of the voting power of the Voting Stock of such parent entity); or

(2) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder; or

(4) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

“Commodity Agreements” means, in respect of any Person, any futures contract, forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement in respect of Hydrocarbons purchased, used, produced, processed or sold by such Person and designed to protect such Person against fluctuations in Hydrocarbon prices.

“Common Stock” means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of, such Person’s common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated Coverage Ratio” means, as of any date of determination, the ratio of (x) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are in existence to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1)    if the Company or any Restricted Subsidiary:

(a) has Incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

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(b) has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

(2) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition or the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Disposition:

(a) the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period or increased by an amount equal to the absolute value of the Consolidated EBITDA (if negative) directly attributable thereto for such period; and

(b) Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(3)    if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction giving rise to the need to calculate the Consolidated Coverage Ratio, which constitutes all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4)    if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have Incurred any Indebtedness or discharged any Indebtedness, made any Asset Disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such Asset Disposition or Investment or acquisition of assets occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the

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interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Company, the interest rate shall be calculated by applying such optional rate chosen by the Company.

“Consolidated EBITDA” for any period means, without duplication, the Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income:

(1) Consolidated Interest Expense;

(2) Consolidated Income Taxes;

(3) consolidated depletion, depreciation and amortization expenses;

(4) consolidated impairment charges recorded in connection with the application of Financial Accounting Standard No. 142 “Goodwill and Other Intangibles;”

(5) consolidated exploration expenses, if applicable;

(6) (a) any write-off of deferred financing costs, (b) any capitalized interest and (c) the interest portion of any deferred payment obligations; and

(7) other consolidated non-cash charges reducing Consolidated Net Income (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation);

less, to the extent included in calculating such Consolidated Net Income and in excess of any costs or expenses attributable thereto that were deducted in calculating such Consolidated Net Income, the sum of (x) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments and (y) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments.

Notwithstanding the preceding sentence, the items described in clauses (2) through (6) above relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent the amounts set forth in clauses (2) through (6) above are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would not be prohibited at the date of determination to be dividended to the Company by such Restricted Subsidiary pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders, except for restrictions under any Credit Facility.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are (x) calculated by reference to the income or profits of such Person or such Person and its Subsidiaries or (y) any franchise taxes or equity taxes (in each case to the extent included in computing Consolidated Net Income

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for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

“Consolidated Interest Expense” means, for any period, the consolidated interest expense of the Company and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense:

(1) interest expense attributable to Capital Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a Capital Lease in accordance with GAAP and the interest component of any deferred payment obligations;

(2) amortization of debt discount and debt issuance cost (provided that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense);

(3) non-cash interest expense;

(4) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(5) the interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries;

(6) costs associated with Hedging Obligations (including amortization of fees); provided, however, that if Hedging Obligations result in net benefits rather than costs, such net benefits shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income;

(7) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;

(8) the product of (a) all dividends paid or payable in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of its Restricted Subsidiaries, which dividends are payable to a party other than the Company or a Wholly-Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP;

(9) Receivables Fees; and

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

For the purpose of calculating the Consolidated Coverage Ratio in connection with the Incurrence of any Indebtedness described in the final paragraph of the definition of “Indebtedness,” the calculation of Consolidated Interest Expense shall include all interest expense (including any amounts described in clauses (1) through (10)

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above) relating to any Indebtedness of the Company or any Restricted Subsidiary described in the final paragraph of the definition of “Indebtedness.”

For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of the Company.

Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant to which the Company or its Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense.

“Consolidated Net Income” means, for any period, the net consolidated income (loss) of the Company and its consolidated Restricted Subsidiaries determined in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(1)    any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

(a) subject to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

(b) the Company’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary;

(2) any net income (but not loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(a)    subject to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); provided, however, that the net income of a Special Entity that does not Guarantee the notes will not be included in such Consolidated Net Income except for the amount of cash actually distributed by such Special Entity during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitation contained in this clause); and

(b)    the Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

(3) any after-tax gain (loss) realized upon the sale or other disposition of any property, plant or equipment of the Company or its consolidated Restricted Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which

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is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(4) any after-tax extraordinary gain or loss;

(5) the cumulative effect of a change in accounting principles;

(6) any asset impairment writedowns on Oil and Gas Properties under GAAP or SEC guidelines; and

(7) any unrealized non-cash gains or losses on charges in respect of Hedging Obligations (including those resulting from the application of SFAS 133).

“Consolidated Senior Debt” means, at any time, the aggregate amount of all outstanding Indebtedness of the Company and the Restricted Subsidiaries on a consolidated basis at such time consisting of obligations for borrowed money which obligations are senior to or pari passu in right of payment with the notes.

“Continuing Directors” means the individuals who, as of the Issue Date, are directors of the Company and any individual becoming a director of the Company subsequent to the Issue Date whose election, nomination for election by the Company’s stockholders or appointment, was approved by a majority of the then Continuing Directors (either by a specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for election as a director, without objection to such nomination).

“Control” of a Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlling” and “Controlled” have meanings correlative of the foregoing.

“Credit Facility” means, with respect to the Company or any Subsidiary Guarantor, one or more (a) credit facilities (including, without limitation, the Senior Secured Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, (b) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances) or (c) instruments or agreements evidencing any other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including successive amendments, restatements, modifications, renewals, refunds, replacements or refinancings and whether or not with the original administrative agent and lenders or borrowers or issuers or another administrative agent or agents or other lenders or borrowers or issuers and whether provided under the original Senior Secured Credit Agreement or any other credit or other agreement or indenture).

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary.

“Default” means any event which, with notice or passage of time or both, would constitute an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1)    matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

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(2)    is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company or a Restricted Subsidiary); or

(3)    is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the date that is 91 days after the earlier of the date (a) of the Stated Maturity of the notes or (b) the first date after the Issue Date on which there are no notes outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset disposition (each defined in a substantially identical manner to the corresponding definitions in the Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Company may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of the Indenture described under “—Change of control” and “—Certain covenants—Limitation on sales of assets and subsidiary stock” and such repurchase or redemption complies with “—Certain covenants—Limitation on restricted payments.”

“Dollar-Denominated Production Payments” means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith.

“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

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

“Foreign Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States of America or any state thereof or the District of Columbia and any Subsidiary of such Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of March 16, 2006, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the Indenture will be computed in conformity with GAAP.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)    to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2)    entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

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“Guarantor Senior Indebtedness” means, with respect to a Subsidiary Guarantor, the following obligations, whether outstanding on the Issue Date or thereafter issued, without duplication:

(1) any Guarantee of the Bank Indebtedness or the notes by such Subsidiary Guarantor and all other Guarantees by such Subsidiary Guarantor of Senior Indebtedness of the Company or Guarantor Senior Indebtedness of any other Subsidiary Guarantor; and

(2) all obligations consisting of principal of and premium, if any, accrued and unpaid interest on, and fees and other amounts relating to, all other Indebtedness of the Subsidiary Guarantor. Guarantor Senior Indebtedness includes interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Subsidiary Guarantor regardless of whether post-filing interest is allowed in such proceeding.

Notwithstanding anything to the contrary in the preceding paragraph, Guarantor Senior Indebtedness will not include:

(1) any Indebtedness Incurred in violation of the Indenture;

(2) any obligations of such Subsidiary Guarantor to the Company or another Subsidiary;

(3) any liability for federal, state, local, foreign or other taxes owed or owing by such Subsidiary Guarantor;

(4) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities);

(5) any Indebtedness, Guarantee or obligation of such Subsidiary Guarantor that is expressly subordinate or junior in right of payment to any other Indebtedness, Guarantee or obligation of such Subsidiary Guarantor, including, without limitation, any Guarantor Subordinated Obligations of such Subsidiary Guarantor; or

(6) any Capital Stock.

“Guarantor Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement or Commodity Agreement.

“Holder” means a Person in whose name a note is registered in the registrar’s books.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, and all products, by-products and all other substances refined, separated, settled or derived therefrom or the processing thereof, and all other minerals and substances, including, but not limited to, liquefied petroleum gas, natural gas, kerosene, sulphur, lignite, coal, uranium, thorium, iron, geothermal steam, water, carbon dioxide, helium, and any and all other minerals, ores, or substances of value, and the products and proceeds therefrom, including, without limitation, all gas resulting from the in-situ combustion of coal or lignite.

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“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.

“Indebtedness” means, as applied to any Person, without duplication:

(1) all obligations of such Person for borrowed money;

(2) all obligations of such Person for the deferred purchase price of property or services (other than property and services purchased, and expense accruals and deferred compensation items arising, in the ordinary course of business);

(3) all obligations of such Person evidenced by notes, bonds, debentures, mandatorily redeemable preferred stock or other similar instruments (other than performance, surety and appeals bonds arising in the ordinary course of business);

(4) all payment obligations created or arising under any conditional sale, deferred price or other title retention agreement with respect to property acquired by such Person (unless the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

(5) any Capital Lease Obligation of such Person, other than obligations under oil and gas leases entered into in the ordinary course of business;

(6) all reimbursement, payment or similar obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities (other than letters of credit in support of trade obligations or incurred in connection with public liability insurance, workers’ compensation, unemployment insurance, old-age pensions and other social security benefits other than in respect of employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”));

(7) all obligations of such Person, contingent or otherwise, under any guarantee by such Person of the obligations of another Person of the type referred to in clauses (1) through (6) above;

(8) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary that is not a Subsidiary Guarantor, any Preferred Stock (but excluding, in each case, any accrued dividends);

(9) to the extent not otherwise included in this definition, net obligations of such Person under Commodity Agreements, Currency Agreements and Interest Rate Agreements (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time); and

(10) all obligations referred to in clauses (1) through (6) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage or security interest in property (including without limitation accounts, contract rights and general intangibles) owned by such Person and as to which such Person has not assumed or become liable for the payment of such obligations other than to the extent of the property subject to such mortgage or security interest;

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except that Indebtedness of the type referred to in clauses (7) and (10) above will be included within the definition of “Indebtedness” only to the extent of the least of (a) the amount of the underlying Indebtedness referred to in the applicable clause (1) through (6) above, (b) in the case of clause (7), the limit on recoveries, if any, from such Person under obligations of the type referred to in clause (7) above and (c) in the case of clause (10), the aggregate value (as determined in good faith by the board of directors or similar governing body of such Person) of the property of such Person subject to such mortgage or security interest.

In addition, “Indebtedness” of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if:

(1) such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a “Joint Venture”);

(2) such Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a “General Partner”); and

(3) there is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person;

in which case, such Indebtedness shall be included in an amount not to exceed:

(a) the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or

(b) if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount.

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate futures contract, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to employees, directors or customers in the ordinary course of business) or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property or any payment for property or services), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided that none of the following will be deemed to be an Investment:

(1) Hedging Obligations Incurred in the ordinary course of business and in compliance with the Indenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business; and

(3) an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company.

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For purposes of “Certain covenants—Limitation on restricted payments,”

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor’s Ratings Services (or an equivalent rating by another nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of investments), in each case, with a stable or better outlook.

“Issue Date” means June 21, 2013.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or similar charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Minority Interest” means the percentage interest represented by any shares of stock of any class of Capital Stock of a Restricted Subsidiary that are not owned by the Company or a Restricted Subsidiary.

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition or by applicable law, be repaid out of the proceeds from such Asset Disposition;

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(3) all distributions and other payments required to be made to Minority Interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

(4) amounts accrued in accordance with GAAP in respect of liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition or liabilities incurred in connection with such Asset Disposition.

“Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Net Working Capital” means (a) all current assets of the Company and its Restricted Subsidiaries except current assets under Commodity Agreements less (b) all current liabilities of the Company and its Restricted Subsidiaries, except current liabilities included in Indebtedness and any current liabilities under Commodity Agreements, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of the Company or its Restricted Subsidiaries.

“Officer’s Certificate” means a certificate executed on behalf of the Company by any one of the Chief Executive Officer, the President, the Chief Financial Officer, the Vice President-General Counsel, the Vice President-Controller, or the Treasurer of the Company, and delivered to the Trustee.

“Oil and Gas Business” means (a) the business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil, gas, liquid natural gas and other hydrocarbon properties, (b) the business of gathering, marketing, treating, processing, storing, refining, selling and transporting any production from such interests or properties and products produced therefrom or in association therewith and (c) any business or activity relating to, arising from or necessary, appropriate or incidental to the activities described in the foregoing clauses (a) and (b) of this definition.

“Oil and Gas Properties” means all properties, including equity or other ownership interests therein, owned by such Person which contain or are believed to contain “proved oil and gas reserves” as defined in Rule 4-10 of Regulation S-X of the Securities Act.

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“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Permitted Business Investment” means any Investment made in the ordinary course of the business of the Company or any Restricted Subsidiary or that is of a kind or character that is customarily made in the conduct of the Oil and Gas Business, including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing, refining, gathering, marketing or transporting Hydrocarbons through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties, including:

(1) ownership interests in oil and gas properties, liquid natural gas facilities, refineries, drilling operations, processing facilities, gathering systems, pipelines or ancillary real property interests; and

(2) Investments in the form of or pursuant to oil and gas leases, operating agreements, gathering agreements, processing agreements, farm-in agreements, farm-out agreements, development agreements, area of mutual interest agreements, unitization or pooling designations, declarations, orders and agreements, gas balancing or deferred production agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase agreements and other similar agreements (including for limited liability companies) with third parties.

“Permitted Holders” means the following:

(1) the Company or any Subsidiary of the Company;

(2) a 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

(3) Mercury Exploration Company, Quicksilver Energy, L.P., The Discovery Fund, Pennsylvania Avenue Limited Partnership, Pennsylvania Management Company, the estate of Frank Darden, Lucy Darden, Anne Darden Self, Glenn Darden or Thomas Darden, and their respective successors, assigns, designees, heirs, beneficiaries, trusts, estates or Controlled affiliates.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) a Restricted Subsidiary (other than a Special Entity that does not Guarantee the notes) or a Person which will, upon the making of such Investment, become a Restricted Subsidiary (other than a Special Entity that does not Guarantee the notes); provided, however, that the primary business of such Restricted Subsidiary is the Oil and Gas Business;

(2) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is the Oil and Gas Business;

(3) cash and Cash Equivalents;

(4) receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of the Oil and Gas Business and payable or dischargeable in accordance with customary trade terms;

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provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6) loans or advances to employees and directors made in the ordinary course of business of the Company or such Restricted Subsidiary;

(7) Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;

(8) Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with “—Certain covenants— Limitation on sales of assets and subsidiary stock;”

(9) Investments in existence on the Issue Date or made pursuant to agreements or commitments in effect on the Issue Date;

(10) Commodity Agreements, Currency Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are Incurred in compliance with “—Certain covenants— Limitation on indebtedness;”

(11) Investments by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (11), in an aggregate amount not to exceed $10 million outstanding at any one time (with the fair market value of such Investment being measured at the time made and without giving effect to subsequent changes in value);

(12) Guarantees made in accordance with “—Certain covenants—Limitations on indebtedness;”

(13) Investments in a Special Entity that does not Guarantee the notes in an aggregate amount not to exceed 10% of Adjusted Consolidated Net Tangible Assets (with Adjusted Consolidated Net Tangible Assets and the fair market value of such Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value);

(14) Permitted Business Investments in an aggregate amount not to exceed 5% of Adjusted Consolidated Net Tangible Assets (with Adjusted Consolidated Net Tangible Assets and the fair market value of such Investment being measured at the time such Investment is made and without giving effect to subsequent changes in value); and

(15) any Asset Swap made in accordance with “—Certain covenants—Limitation on sales of assets and subsidiary stock.”

In order to be a Permitted Investment, an Investment need not be permitted solely by one subsection of this definition but may be permitted in part by one such subsection and in part by one or more other subsections of this definition. In the event an Investment meets the criteria of one or more of the subsections of this definition, the

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Company, in its sole discretion, may classify (or subsequently reclassify) all or any portion of such Investment as being permitted by any one or more of such subsections.

“Permitted Liens” means, with respect to any Person:

(1) Liens securing Indebtedness and related obligations of the Company or any Restricted Subsidiary Incurred pursuant to a Credit Facility outstanding on June 27, 2008 or permitted to be Incurred under the Indenture under the covenant described in clause (1) of the second paragraph under “—Certain covenants—Limitation on indebtedness;”

(2) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or earnest money, good faith or similar deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public, regulatory or statutory obligations of such Person or deposits of cash or Cash Equivalents to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(3) Liens imposed by law, including carriers’, warehousemen’s, suppliers’, materialmen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if appropriate reserves or other provisions required by GAAP, if any, shall have been made in respect thereof;

(4) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings if appropriate reserves or other provisions required by GAAP shall have been made in respect thereof;

(5) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(6) encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, servitudes, permits, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or surface leases and other similar rights in respect of surface operations or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7) Liens securing Hedging Obligations;

(8) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(9) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

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(10) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease Obligations, purchase money obligations or other payments Incurred to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under the Indenture and does not exceed the cost of the assets or property so acquired or constructed; and

(b) such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;

(11) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:

(a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

(b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

(12) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(13) Liens existing on the Issue Date;

(14) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by the Company or any Restricted Subsidiary;

(15) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(16) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or a Wholly-Owned Subsidiary;

(17) Liens securing the notes and Subsidiary Guarantees;

(18) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under

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the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(19) any interest or title of a lessor under any Capital Lease Obligation or operating lease;

(20) Liens in respect of Production Payments and Reserve Sales, which Liens shall be limited to the oil and gas property or other interest that is subject to such Production Payments and Reserve Sales;

(21) Liens arising under oil and gas leases, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, partnership agreements, joint venture agreements, unitizations and pooling designations, declarations, orders and agreements, development agreements, operating agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the Oil and Gas Business; provided, however, in all instances, that such Liens are limited to the assets that are subject to the relevant agreement, program, order or contract;

(22) Liens on pipelines or pipeline facilities that arise by operation of law; and

(23) Liens securing Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount outstanding at any one time not to exceed $10 million.

“Person” means any individual, partnership, corporation, limited liability company, joint stock company, business trust, trust, unincorporated association, joint venture or government or political subdivision or agency or any other entity.

“Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“Production Payments and Reserve Sales” means the grant or transfer by the Company or a Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest, production payment (whether volumetric or dollar denominated), partnership or other interest in oil and gas properties or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties, under which the grantee or transferee thereof has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to operate and maintain, or cause to be operated and maintained, the related oil and gas properties or other related interests in a reasonably prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services to the Company or a Restricted Subsidiary.

“Rating Agency” means Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. or if Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors or a committee thereof) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both, as the case may be.

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“Receivables” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

“Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a factoring agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a factoring agreement or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances,” and “refinanced” shall have a correlative meaning) any Indebtedness existing on the Issue Date or Incurred in compliance with the Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, provided, however, that:

(1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the notes;

(2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees and expenses Incurred in connection therewith); and

(4) if the Indebtedness being refinanced is subordinated in right of payment to the notes or the Subsidiary Guarantees, such Refinancing Indebtedness is subordinated in right of payment to the notes or the Subsidiary Guarantees on terms at least as favorable to the holders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. Notwithstanding the foregoing, the subordination requirements of this clause (4) shall not apply to any Refinancing Indebtedness Incurred by the Company or any Subsidiary Guarantor if the net proceeds thereof are used, directly or indirectly, to refinance the 2016 Senior Subordinated Notes.

“Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company and the initial purchasers party thereto with respect to the notes, and (ii) with respect to any Additional Notes, any registration rights agreements between the Company and the initial purchasers party thereto

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relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them for notes registered under the Securities Act.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Indebtedness” means the notes and, whether outstanding on the Issue Date or thereafter issued, created, Incurred or assumed, the 2015 Senior Notes, the 2016 Senior Notes, the 2019 Notes, the Bank Indebtedness (including the Indebtedness under the Senior Secured Credit Agreement, the Second Priority Term Loan and the Senior Second Priority Notes) and all amounts payable by the Company under or in respect of all other Indebtedness of the Company, including premiums and accrued and unpaid interest (including additional interest and interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company at the rate specified in the documentation with respect thereto whether or not a claim for post-filing interest is allowed in such proceeding) and fees relating thereto; provided, however, that Senior Indebtedness will not include:

(1) any Indebtedness Incurred in violation of the Indenture;

(2) any obligation of the Company to any Subsidiary;

(3) any liability for federal, state, foreign, local or other taxes owed or owing by the Company;

(4) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities);

(5) any Indebtedness, Guarantee or obligation of the Company that is expressly subordinate or junior in right of payment to any other Indebtedness, Guarantee or obligation of the Company, including, without limitation, any Subordinated Obligations; or

(6) any Capital Stock.

“Senior Secured Credit Agreement” means (1) the Amended and Restated Credit Agreement, dated as of December 22, 2011, among the Company, as borrower, JPMorgan Chase Bank, N.A., as global administrative agent, and the other agents and financial institutions from time to time party thereto, as amended, supplemented or otherwise modified from time to time and (2) the Amended and Restated Credit Agreement, dated as of December 22, 2011, among the Company, as parent, Quicksilver Resources Canada Inc., as borrower, 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 financial institutions from time to time party thereto, as amended, supplemented or otherwise modified from time to time.

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“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Special Entity” means any Restricted Subsidiary that is not a Wholly-Owned Subsidiary that (i) is classified as a pass-through entity for U.S. federal, state, local and foreign income tax purposes and (ii) has no Indebtedness.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the notes pursuant to a written agreement.

“Subsidiary” of any Person means (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or persons performing similar functions) or (b) any partnership, joint venture limited liability company or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.

“Subsidiary Guarantee” means, individually, any Guarantee of payment of the notes by a Subsidiary Guarantor pursuant to the terms of the Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed by the Indenture.

“Subsidiary Guarantor” means (i) each of Cowtown Pipeline Funding, Inc., Cowtown Pipeline Management, Inc., Cowtown Pipeline L.P., Cowtown Gas Processing L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC and (ii) any Restricted Subsidiary (other than a Foreign Subsidiary and, except to the extent it Guarantees the notes, a Special Entity) created or acquired by the Company or one or more of its Restricted Subsidiaries after the Issue Date.

“Total Senior Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Senior Debt as of the end of the then most recent fiscal quarter for which consolidated financial statements for the Company are in existence to (y) the aggregate amount of Consolidated EBITDA for the four quarter period ending at the end of such fiscal quarter; provided that the pro forma adjustments described in the proviso to the definition of “Consolidated Coverage Ratio” will apply to the calculation of the Total Senior Leverage Ratio and Consolidated Senior Debt to the same extent and in the same manner as such adjustments apply to the calculation of Consolidated Coverage Ratio and Consolidated Interest Expense.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to July 1, 2019; provided, however, that if the period from the redemption date to July 1, 2019 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is

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given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to July 1, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means (1) each of Makarios Midstream Inc., 1622834 Alberta Inc., Quicksilver Production Partners GP LLC, Quicksilver Production Partners LP, Makarios Resources International Holdings LLC and Makarios Resources International Inc.; (2) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and (3) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly-acquired or newly-formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;

(2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation and at all times thereafter, consist of Non-Recourse Debt;

(3) such designation and the Investment of the Company in such Subsidiary complies with “Certain covenants—Limitation on restricted payments;”

(4) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Company and its Subsidiaries;

(5) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional Capital Stock of such Person; or

(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(6) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms materially less favorable to the Company than those that might have been reasonably obtained from Persons that are not Affiliates of the Company.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date.

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The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could Incur at least $1.00 of additional Indebtedness under the first paragraph under “Certain covenants—Limitation on indebtedness” on a pro forma basis taking into account such designation.

“U.S. Government Obligations” means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.

“Voting Stock” of a corporation means all classes of Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly-Owned Subsidiary.

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THE EXCHANGE OFFER

General

We hereby offer to exchange a like principal amount of notes for any or all outstanding old notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We often refer to this offer as the “exchange offer.” You may tender some or all of your outstanding old notes pursuant to this exchange offer. As of the date of this prospectus, $325,000,000 aggregate principal amount of the old notes are outstanding. Our obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain conditions set forth hereunder.

Purpose and Effect of the Exchange Offer

In connection with the offering of the old notes, which was consummated on June 21, 2013, we entered into a registration rights agreement with the representatives of the initial purchasers of the old notes, under which we agreed to use our reasonable best efforts:

(1) to cause to be filed a registration statement on or prior to 365 days after the closing of the offering of the old notes with respect to an offer to exchange the old notes for a new issue of notes, with terms substantially the same as of the old notes but registered under the Securities Act;

(2) to have such registration statement to be declared effective by the SEC; and

(3) to complete the exchange offer and issue the new notes not later than 60 days after the registration statement is declared effective.

The registration rights agreement provides that if (i) (a) the exchange offer is not completed or (b) a shelf registration statement providing for the sale of the old notes has not been declared effective, in each case on or prior to the date that is 365 days following the issuance of the old notes, (ii) a shelf registration statement providing for the sale of old notes that are ineligible to be exchanged in the exchange offer has not been declared effective by the later of (a) 365 days following the issuance of the old notes and (b) 90 days after delivery of a request from an initial purchaser requesting such shelf registration statement, (iii) a shelf registration statement, if required under the terms of the registration rights agreement, has become effective and (a) thereafter ceases to be effective or the prospectus contained therein ceases to be usable for resales of the old notes at any time during the 18-month period from its effectiveness, subject to certain exceptions, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period or (b) thereafter, on more than two occasions in any 12-month period during the 18-month period from its effectiveness, ceases to be effective or the prospectus contained therein ceases to be usable for resales of the old notes (each such event referred to in clauses (i) through (iii) above, a “Registration Default”), we will pay additional interest to each holder of such notes in an amount equal to 0.25% per annum of the aggregate principal amount of the old notes for the period immediately following the occurrence of the Registration Default until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues up to a maximum of 0.50% per annum. Subject to the requirement to file a shelf registration statement in the circumstances contemplated in clause (ii)(b) above, once we complete this exchange offer, we will no longer be required to pay additional interest on the old notes.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction.

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Terms of the Exchange Offer; Period for Tendering Old Notes

This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange old notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

◦ When you tender to us old notes as provided below, our acceptance of the old notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

◦ For each $2,000 principal amount of old notes (and $1,000 principal amount of the old notes in excess thereof) surrendered to us in the exchange offer, we will give you $2,000 principal amount of notes (and $1,000 principal amount of the notes in excess thereof).

◦ We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old notes at their addresses listed in the trustee’s security register with respect to the old notes.

◦ The exchange offer expires at 5:00 p.m., New York City time, on , 2014; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means , 2014 or, if extended by us, the latest time and date to which the exchange offer is extended.

◦ As of the date of this prospectus, $325,000,000.00 in aggregate principal amount of the old notes were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered.

◦ Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions that we describe in the section called “Conditions to the Exchange Offer” below.

◦ We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral (promptly confirmed in writing) or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly following the expiration or termination of the exchange offer.

◦ We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “Conditions to the Exchange Offer” are not satisfied. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

◦ We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old notes promptly. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to the Dow Jones News Service.

◦ Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

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◦ Old notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement.

◦ We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

◦ By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “—Resales of the Notes.”

Important rules concerning the exchange offer

You should note that:

◦ All questions as to the validity, form, eligibility, time of receipt and acceptance of old notes tendered for exchange will be determined by Quicksilver in its sole discretion, which determination shall be final and binding.

◦ We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

◦ We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

◦ Our interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date shall be final and binding on all parties.

◦ Neither Quicksilver, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor shall any of them incur any liability for failure to give any notification.

Procedures for Tendering Old Notes

What to submit and how

If you, as the registered holder of an old security, wish to tender your old notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal to The Bank of New York Mellon Trust Company, N.A. at the address set forth below under “Exchange Agent” unless an agent's message (as described below) is transmitted in lieu thereof on or prior to the expiration date.

In addition,

(1) certificates for old notes must be received by the exchange agent along with the letter of transmittal, or

(2) a timely confirmation of a book-entry transfer of old notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date, or

(3) you must comply with the guaranteed delivery procedures described below.

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The method of delivery of old notes, letters of transmittal and notices of guaranteed delivery is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old notes should be sent to Quicksilver.

How to sign your letter of transmittal and other documents

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes being surrendered for exchange are tendered

(1) by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or

(2) for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by any of the following eligible institutions:

◦ a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or

◦ a commercial bank or trust company having an office or correspondent in the United States

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old notes, the old notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the old notes and with the signature guaranteed.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by Quicksilver, proper evidence satisfactory to Quicksilver of its authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of Notes

Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the notes promptly after the expiration of the exchange offer. See “Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral (promptly confirmed in writing) or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

In all cases, we will issue notes in exchange for old notes that are accepted for exchange only after timely receipt by the exchange agent of:

◦ certificates for old notes, or

◦ a timely book-entry confirmation of transfer of old notes into the exchange agent’s account at DTC using the book-entry transfer procedures described below, and

◦ a properly completed and duly executed letter of transmittal or an agent's message in lieu thereof.

If we do not accept any tendered old notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing old notes in a greater principal amount than you wish to exchange, we will return any unaccepted or non-exchanged old notes without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC using the book-entry transfer procedures

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described below, non-exchanged old notes will be credited to an account maintained with DTC promptly following the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of old notes by causing DTC to transfer old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the old notes so tendered will only be made after timely confirmation of book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering old notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.

Although delivery of old notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “—Exchange Agent” on or prior to the expiration date unless an agent's message is transmitted in lieu thereof.

If your old notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant,” which will instruct the DTC participant through whom you hold your old notes of your intention to tender your old notes or not tender your old notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of old notes until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your old notes. A copy of that form is available from the exchange agent.

Guaranteed Delivery Procedures

If you are a registered holder of old notes and you want to tender your old notes but your old notes are not immediately available, or time will not permit your old notes to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if

(1) the tender is made through an eligible institution,

(2) prior to the expiration date, the exchange agent receives, by facsimile transmission, mail or hand delivery, from that eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, stating:

◦ the name and address of the holder of old notes;

◦ the amount of old notes tendered; and

◦ the tender is being made by delivering that notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates of all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a duly executed letter of transmittal or an agent's message in lieu thereof will be deposited by that eligible institution with the exchange agent, and

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(3) the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a duly executed letter of transmittal or an agent's message in lieu thereof are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

You can withdraw your tender of old notes at any time on or prior to the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at the address listed below under “Exchange Agent.” Any notice of withdrawal must specify:

◦ the name of the person having tendered the old notes to be withdrawn,

◦ the old notes to be withdrawn,

◦ the principal amount of the old notes to be withdrawn,

◦ if certificates for old notes have been delivered to the exchange agent, the name in which the old notes are registered, if different from that of the withdrawing holder,

◦ if certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution, and

◦ if old notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of that facility.

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

If you have properly withdrawn old notes and wish to re-tender them, you may do so by following one of the procedures described under “Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the acceptance of old notes for exchange or the exchange of the notes for old notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the indenture under the Trust Indenture Act.

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Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. Questions and requests for assistance with respect to the procedures for tendering and withdrawing tenders of old notes, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent, addressed as follows:

The Bank of New York Mellon Trust Company, N.A.

c/o The Bank of New York Mellon Corporation

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Adam DeCapio

Facsimile Transmissions:
732-667-9408

To Confirm by Telephone
or for Information:
315-414-3360

Delivery to an address other than as listed above or transmission of a letter of transmittal via facsimile other than as listed above does not constitute a valid delivery.

Fees and Expenses

The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be $ .

Transfer Taxes

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resale of the Notes

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

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However, any purchaser of old notes who is an “affiliate” of Quicksilver or who intends to participate in the exchange offer for the purpose of distributing the notes

(1) will not be able to rely on the interpretation of the staff of the SEC,

(2) will not be able to tender its old notes in the exchange offer and

(3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the securities unless that sale or transfer is made using an exemption from those requirements.

By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the old notes will represent that:

(1) it is not our “affiliate”;

(2) any notes to be received by it were acquired in the ordinary course of its business; and

(3) it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the “distribution,” within the meaning of the Securities Act, of the notes.

In addition, in connection with any resales of notes, any broker-dealer participating in the exchange offer who acquired securities for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the notes, other than a resale of an unsold allotment from the original sale of the old notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of notes.

Accounting Treatment

The notes will be recorded as carrying the same value as the old notes, which is face value, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be expensed.

Failure to Exchange

Holders of old notes who do not exchange their old notes for new notes under the exchange offer will remain subject to the restrictions on transfer of such old notes as set forth in the legend printed on the notes as a consequence of the issuance of the old notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws, and otherwise set forth in the confidential offering memorandum distributed in connection with the private offering of the old notes.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are strongly urged to consult your financial, legal and tax advisors in making your own decision on what action to take.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

The exchange of old notes for notes in the exchange offer will not result in any United States federal income tax consequences to holders. When a holder exchanges an old note for a note in the exchange offer, the holder will have the same adjusted basis and holding period in the note as in the old note immediately before the exchange.

PLAN OF DISTRIBUTION

Each broker-dealer that receives notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of notes received in exchange for old notes where old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale of notes received by it in exchange for old notes.

We will not receive any proceeds from any sale of notes by broker-dealers.

Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions

◦ in the over-the-counter market

◦ in negotiated transactions

◦ through the writing of options on the notes or

◦ a combination of those methods of resale

at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.

Any resale may be made

◦ directly to purchasers or

◦ to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any notes.

Any broker-dealer that resells notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of those notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those notes and any commission or concessions received by any of those persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the securities, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities, including any broker-dealers, against some liabilities, including liabilities under the Securities Act.

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VALIDITY OF SECURITIES

Davis Polk & Wardwell LLP, New York, New York will opine for us on whether the notes and guarantees are valid and binding obligations of Quicksilver and certain of the guarantors, respectively, and Fulbright & Jaworski LLP will opine for us on whether the guarantees are valid and binding obligations of the remaining guarantors.

EXPERTS

The consolidated financial statements of Quicksilver Resources Inc. included in Quicksilver Resources Inc.'s Annual Report (Form 10-K/A) for the year ended December 31, 2013, and the effectiveness of Quicksilver Resources Inc.'s internal control over financial reporting as of December 31, 2013, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, which conclude, among other things, that Quicksilver Resources Inc. did not maintain effective internal control over financial reporting as of December 31, 2013, based on Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, because of the effects of the material weaknesses described therein, included therein, and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The 2011 consolidated financial statements incorporated in this prospectus by reference from Quicksilver Resources Inc.’s Annual Report on Form 10-K/A for the year ended December 31, 2013, as amended, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

RESERVE ENGINEERS

Certain information contained in the documents we incorporate by reference regarding estimated quantities of natural gas and crude oil reserves owned by us, the future net revenues from those reserves and their present value is based on estimates of the reserves and present values prepared by or derived from estimates prepared by PetroTechnical Services Division of Schlumberger Technology Corporation and LaRoche Petroleum Consultants, Ltd. All of such information has been incorporated by reference into this prospectus in reliance upon the authority of these firms as experts in such matters.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. We have filed with the SEC, Washington, D.C. 20549, a registration statement on Form S-4 under the Securities Act with respect to our offering of the new notes. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the company and the new notes, reference is made to the registration statement, the exhibits and any schedules filed therewith and the documents incorporated by reference herein. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement and the documents incorporated by reference herein, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public

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Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is at http://www.sec.gov.

If for any reason we are not required to comply with the reporting requirements of the Exchange Act, as amended, we are still required under the indenture to furnish the holders of the new notes with the information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders of the notes and to securities analysts and prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act. Any such requests should be directed to us at:

Quicksilver Resources Inc.
801 Cherry Street, Suite 3700, Unit 19
Fort Worth, Texas
Phone: (817) 665-5000
Attention: Treasurer

We also maintain an Internet site at http://www.qrinc.com/. Our website and the information contained therein or connected thereto shall not be deemed to be a part of this prospectus or the registration statement of which it forms a part.

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QUICKSILVER RESOURCES INC.

Offer to Exchange

11.000% Senior Notes due 2021

for

New 11.000% Senior Notes due 2021

Until , 2014, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PROSPECTUS

, 2014

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Quiksilver Resources Inc.

Cowtown Pipeline Funding, Inc.

Each of Quicksilver Resources Inc. and Cowtown Pipeline Funding, Inc. is a Delaware corporation (each, a “DE Corporation”).

Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses and liabilities incurred in any such action, suit or proceedings so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of such corporation, and with respect to any criminal action if they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of such corporation, however, indemnification is generally limited to attorneys’ fees and other expenses and is not available if such person is adjudged to be liable to such corporation unless the court determines that indemnification is appropriate. A Delaware corporation also has the power to purchase and maintain insurance for such persons. Each DE Corporation amended and restated certificate of incorporation and bylaws provide for indemnification of directors and officers to the fullest extent permitted by Section 145 of the DGCL.

Additionally, we have acquired directors and officers insurance which includes coverage for liability under the federal securities laws.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Our amended and restated certificate of incorporation contains such a provision.

The above discussion of our amended and restated certificate of incorporation, bylaws and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such amended and restated certificate of incorporation, bylaws and statutes.

Barnett Shale Operating LLC

Silver Stream Pipeline Company LLC

QPP Parent LLC

QPP Holdings LLC

Each of Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC is a Delaware limited liability company (each, a “DE LLC”).

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Section 18-108 of the Delaware Limited Liability Company Act (the “DLLCA”) states that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 15(a) of the operating agreement of each of Barnett Shale Operating LLC and Silver Stream Pipeline Company LLC provides for indemnification of each person who is a member or officer of the company to the fullest extent permitted by the laws of the State of Delaware, except in the case of bad faith, gross negligence or willful misconduct, for any loss damage or claim incurred by reason of any act or omission performed or omitted by such member or officer in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such member by the operating agreement. Section 15(b) of the operating agreement of each of Barnett Shale Operating LLC and Silver Stream Pipeline Company LLC provides for indemnification of each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member or officer.

Section 13(a) of the operating agreement of each of QPP Parent LLC and QPP Holdings LLC provides for indemnification of each member to the fullest extent permitted by the laws of the State of Delaware, except in the case of bad faith, gross negligence or willful misconduct, for any loss damage or claim incurred by reason of any act or omission performed or omitted by such member in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such member by the operating agreement. Section 13(b) of the operating agreement of each of QPP Parent LLC and QPP Holdings LLC provides for indemnification of each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member.

Cowtown Pipeline Management, Inc.

Cowtown Pipeline Management, Inc. is a Texas corporation.

Chapter 8 of the Texas Business Organizations Code (the “TBOC”) authorizes a Texas corporation to indemnify a governing person, former governing person or delegate who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or an appeal of such action or proceeding, or an inquiry or investigation that could lead to such an action or proceeding. The TBOC provides that, unless a court of competent jurisdiction determines that the person is entitled to indemnification, indemnification is permitted only if it is determined that such person (a) acted in good faith; (b) reasonably believed (i) in the case of conduct in his official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and (c) in the case of any criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful. To the extent consistent with other law, the TBOC authorizes a Texas corporation to indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by: (1) the enterprise’s governing documents; (2) general or specific action of the enterprise’s governing authority; (3) resolution of the enterprise’s owners or members; (4) contract; or (5) common law. The certificate of formation of a corporation may restrict the circumstances under which the enterprise must or may indemnify a person under Chapter 8 of the TBOC.

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Section 4 of Article VII of the by-laws of Cowtown Pipeline Management, Inc. states that the corporation shall to the fullest extent to which it is empowered to do so by the TBOC or any other applicable laws as may from time to time be in effect, indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietary, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

Cowtown Pipeline L.P.

Cowtown Gas Processing L.P.

Each of Cowtown Pipeline L.P. and Cowtown Gas Processing L.P. is a Texas limited partnership.

Chapter 8 of the TBOC authorizes a Texas limited partnership to indemnify a governing person, former governing person or delegate who was, is, or is threatened to be made a named defendant or respondent in a proceeding, including any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative, or investigative, or an appeal of such action or proceeding, or an inquiry or investigation that could lead to such an action or proceeding. The TBOC provides that, unless a court of competent jurisdiction determines that the person is entitled to indemnification, indemnification is permitted only if it is determined that such person (a) acted in good faith; (b) reasonably believed (i) in the case of conduct in his official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other cases, that the person’s conduct was not opposed to the enterprise’s best interests; and (c) in the case of any criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful. To the extent consistent with other law, the TBOC authorizes a Texas limited partnership to indemnify and advance expenses to a person who is not a governing person, including an officer, employee, or agent, as provided by: (1) the enterprise’s governing documents; (2) general or specific action of the enterprise’s governing authority; (3) resolution of the enterprise’s owners or members; (4) contract; or (5) common law. The partnership agreement of a limited partnership may restrict the circumstances under which the enterprise must or may indemnify a person under Chapter 8 of the TBOC.

Article VIII of each of (i) the Amended and Restated Agreement of Limited Partnership of Cowtown Pipeline L.P. and (ii) the Agreement of Limited Partnership of Cowtown Gas Processing L.P. provide that the partnership shall indemnify and hold harmless its general partner and such general partner’s officers, directors, agents, and representatives from and against any loss, damage, liability, cost or expense arising out of any act or failure to act by such general partner, specifically including its sole, partial, or concurrent negligence, to the greatest extent permitted under the Texas Revised Limited Partnership Act.

The Registration Rights Agreement filed as Exhibit 4.28 to this Registration Statement provides for indemnificationof directors and officers of Quicksilver Resources Inc. by the initial purchasers against certain liabilities.

3

Item 21. Exhibits and Financial Statement Schedules

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
2.1*	Purchase Agreement, dated as of July 22, 2010, among First Reserve Crestwood Holdings LLC, Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources Inc.	8-K	001-14837	2.1	7/23/2010
2.2*	Purchase Agreement Amendment No. 1, dated as of September 17, 2010, among First Reserve Crestwood Holdings LLC, Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-Q	001-14837	2.2	11/8/2010
2.3*	Purchase and Sale Agreement, dated March 28, 2013, between Quicksilver Resources Inc., as Seller, and TG Barnett Resources LP, as Buyer	8-K	001-14837	2.1	5/6/2013
3.1	Amended and Restated Certificate of Incorporation of Quicksilver Resources Inc. filed with the Secretary of State of the State of Delaware on May 21, 2008	S-3	333-151847	4.1	6/23/2008
3.2	Amended and Restated Certificate of Designation of Series A Junior Participating Preferred Stock of Quicksilver Resources Inc.	10-Q	001-14837	3.3	5/8/2006
3.3	Amended and Restated Bylaws of Quicksilver Resources Inc.	8-K	001-14837	3.1	5/16/2013
3.4	Certificate of Amendment to the Certificate of Incorporation of Cowtown Pipeline Funding, Inc. filed with the Secretary of State of the State of Delaware on February 22, 2005					†
3.5	Bylaws of Cowtown Pipeline Funding, Inc.					†
3.6	Articles of Incorporation of Cowtown Pipeline Management, Inc. filed with the Secretary of State of the State of Texas on July 27, 2004					†
3.7	Bylaws of Cowtown Pipeline Management, Inc.					†
3.8	Certificate of Limited Partnership of Cowtown Pipeline L.P. filed with the Secretary of State of the State of Texas on July 28, 2004					†
3.9	Amended and Restated Agreement of Limited Partnership of Cowtown Pipeline L.P.					†
3.10	Certificate of Limited Partnership of Cowtown Gas Processing L.P. filed with the Secretary of State of the State of Texas on February 24, 2005					†
3.11	Agreement of Limited Partnership of Cowtown Gas Processing L.P.					†
3.12	Certificate of Amendment of Certificate of Formation of Barnett Operating LLC filed with the Secretary of State of the State of Delaware on January 4, 2012					†
3.13	First Amended and Restated Limited Liability Company Agreement of Barnett Shale Operating LLC					†
3.14	Certificate of Formation of Silver Stream Pipeline Company LLC filed with the Secretary of State of the State of Delaware on February 28, 2012					†
3.15	Limited Liability Company Agreement of Silver Stream Pipeline Company LLC					†
3.16	Certificate of Formation of QPP Parent LLC filed with the Secretary of State of the State of Delaware on June 13, 2012					†
3.17	Limited Liability Company Agreement of QPP Parent LLC					†
3.18	Certificate of Formation of QPP Holdings LLC filed with the Secretary of State of the State of Delaware on June 13, 2012					†

II-4

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
3.19	Limited Liability Company Agreement of QPP Holdings LLC					†
4.1	Indenture, dated as of December 22, 2005, between Quicksilver Resources Inc. and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	S-3	333-130597	4.7	12/22/2005
4.2	First Supplemental Indenture, dated as of March 16, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	8-K	001-14837	4.1	3/21/2006
4.3	Second Supplemental Indenture, dated as of July 31, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	10-K	001-14837	4.5	3/15/2010
4.4	Third Supplemental Indenture, dated as of September 26, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	10-Q	001-14837	4.1	11/7/2006
4.5	Fourth Supplemental Indenture, dated as of October 31, 2007, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	10-K	001-14837	4.7	3/15/2010
4.6	Fifth Supplemental Indenture, dated as of June 27, 2008, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee	8-K	001-14837	4.1	6/30/2008
4.7	Sixth Supplemental Indenture, dated as of July 10, 2008, 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	7/10/2008
4.8	Seventh Supplemental Indenture, dated as of June 25, 2009, 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	6/26/2009
4.9	Eighth Supplemental Indenture, dated as of August 14, 2009, 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	8/17/2009
4.10	Ninth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.12	4/16/2012
4.11	Tenth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.13	4/16/2012
4.12	Eleventh Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.14	4/16/2012
4.13	Twelfth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.15	4/16/2012
4.14	Thirteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.1	5/10/2012

II-5

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
4.15	Fourteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.2	5/10/2012
4.16	Fifteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.3	5/10/2012
4.17	Sixteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.4	5/10/2012
4.18	Seventeenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.1	8/9/2012
4.19	Eighteenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.2	8/9/2012
4.20	Nineteenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.3	8/9/2012
4.21	Twentieth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.4	8/9/2012
4.22	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
4.23	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
4.24	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
4.25	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
4.26	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
4.27	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
4.28	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
4.29	Amended and Restated Rights Agreement, dated as of December 20, 2005, between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent	8-A/A	001-14837	4.1	12/21/2005

II-6

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
4.30	Amendment dated as of February 23, 2011 to the Amended and Restated Rights Agreement between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent	8-K	001-14837	4.1	2/24/2011
4.31	Amendment No. 2, dated as of March 8, 2013, to the Amended and Restated Rights Agreement between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent	8-K	001-14837	4.1	3/8/2013
5.1	Opinion of Davis Polk & Wardwell LLP					†
5.2	Opinion of Fulbright & Jaworski LLP					†
10.1	Wells Agreement dated as of December 15, 1970, between Union Oil Company of California and Montana Power Company	S-4/A	333-29769	10.5	8/21/1997
10.2**	Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan	8-K	001-14837	10.4	5/25/2007
10.3**	Form of Non-Qualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan	8-K	001-14837	10.4	1/28/2005
10.4**	Quicksilver Resources Inc. Seventh Amended and Restated 2006 Equity Plan	10-Q	001-14837	10.1	8/8/2013
10.5**	Form of Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.2	5/25/2006
10.6**	Form of Restricted Stock Unit Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.2	11/24/2008
10.7**	Form of Quicksilver Resources Canada Inc. Restricted Stock Unit Award Agreement (Cash Settlement) pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.3	11/24/2008
10.8**	Form of Quicksilver Resources Canada Inc. Restricted Stock Unit Award Agreement (Stock Settlement) pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.4	11/24/2008
10.9**	Form of Incentive Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	10-K	001-14837	10.9	4/16/2012
10.10**	Form of Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	10-K	001-14837	10.10	4/16/2012
10.11**	Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (One-Year Vesting)	8-K	001-14837	10.8	5/25/2006
10.12**	Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (Three-Year Vesting)	8-K	001-14837	10.5	11/24/2008
10.13**	Form of Non-Employee Director Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (One-Year Vesting)	8-K	001-14837	10.7	5/25/2006
10.14**	Form of Non-Employee Director Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (Three-Year Vesting)	8-K	001-14837	10.2	5/25/2007
10.15**	Quicksilver Resources Inc. 2011 Executive Bonus Plan	8-K	001-14837	10.1	2/25/2011
10.16**	Quicksilver Resources Inc. 2012 Executive Bonus Plan	8-K	001-14837	10.1	4/19/2012
10.17**	Description of 2011 Cash Bonuses	10-K	001-14837	10.17	4/16/2012
10.18**	Quicksilver Resources Inc. Amended and Restated Change in Control Retention Incentive Plan	8-K	001-14837	10.9	11/24/2008

II-7

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
10.19**	Quicksilver Resources Inc. Second Amended and Restated Key Employee Change in Control Retention Incentive Plan	8-K	001-14837	10.8	11/24/2008
10.20**	Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan	8-K	001-14837	10.7	11/24/2008
10.21**	Form of Director and Officer Indemnification Agreement	10-Q	001-14837	10.2	11/8/2010
10.22**	Letter to John C. Regan dated April 16, 2012	10-K	001-14837	10.22	3/22/2013
10.23**	Letter to Jeff Cook dated July 20, 2012	10-Q	001-14837	10.1	11/8/2012
10.24**	Employment Separation Settlement Agreement, dated August 9, 2012, between Quicksilver Resources Inc. and Jeff Cook	10-K	001-14837	10.24	3/22/2013
10.25**	Agreement, dated as of May 15, 2013 between Quicksilver Resources Inc. and Thomas F. Darden	10-Q	001-14837	10.2	8/8/2013
10.26**	Letter to John C. Regan dated July 15, 2013	10-Q	001-14837	10.1	11/6/2013
10.27**	Letter to Stan G. Page dated July 15, 2013	10-Q	001-14837	10.2	11/6/2013
10.28	Credit Agreement, dated as of September 6, 2011, among Quicksilver Resources Inc. and the agents and lenders identified therein	10-Q	001-14837	10.1	11/9/2011
10.29	Amended and Restated U.S. Credit Agreement, dated as of December 22, 2011, among Quicksilver Resources Inc. and the agents and lenders identified therein	8-K	001-14837	10.1	12/27/2011
10.30	Amended and Restated Canadian Credit Agreement, dated as of December 22, 2011, among Quicksilver Resources Canada Inc. and the agents and lenders identified therein	8-K	001-14837	10.2	12/27/2011
10.31	Omnibus Amendment No. 1 to Combined Credit Agreements, dated as of May 23, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-Q	001-14837	10.3	8/9/2012
10.32	Omnibus Amendment No. 2 to Combined Credit Agreements, dated as of August 6, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-Q	001-14837	10.4	8/9/2012
10.33	Omnibus Amendment No. 3 to Combined Credit Agreements, dated as of October 5, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-K	001-14837	10.31	3/22/2013
10.34	Omnibus Amendment No. 4 to Combined Credit Agreements, dated as of April 30, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-Q	001-14837	10.3	8/8/2013
10.35	Omnibus Amendment No. 5 to 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	001-14837	10.2	7/1/2013
10.36	Omnibus Amendment No. 6 to Combined Credit Agreements, dated as of November 15, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	8-K	001-14837	10.1	11/18/2013
10.37	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
10.38	Asset Purchase Agreement, dated as of May 15, 2009, among Quicksilver Resources Inc., as Seller, and ENI US Operating Co. Inc. and ENI Petroleum US LLC, as Buyers	8-K	001-14837	10.1	5/19/2009

II-8

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
10.39	Project and Expenditure Authorization, dated as of April 6, 2011, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.1	4/14/2011
10.40	PEA Amending Agreement, dated as of August 28, 2012, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.1	9/10/2012
10.41	Commitment Letter Agreement, dated as of April 6, 2011, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.2	4/14/2011
10.42	Amendment to Commitment Letter Agreement, dated as of August 28, 2012, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.2	9/10/2012
10.43***	Contribution Agreement dated December 23, 2011 among Quicksilver Resources Canada Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company	8-K/A	001-14837	10.1	12/16/2013
10.44	Guaranty dated December 23, 2011 among Quicksilver Resources Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company	8-K	001-14837	10.2	12/27/2011
10.45	Gas Gathering Agreement, effective December 1, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	8-K	001-33631	10.1	1/8/2010
10.46	Amendment to Gas Gathering Agreement, dated as of October 1, 2010, by and between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P.	10-K	001-33631	10.2	2/25/2011
10.47	Sixth Amendment and Restated Gas Gathering and Processing Agreement, dated September 1, 2008, among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P.	10-Q	001-33631	10.1	11/6/2008
10.48	Addendum and Amendment to Gas Gathering and Processing Agreement Mash Unit Lateral, effective January 1, 2009, among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Processing Partners L.P.	10-K	001-33631	10.2	3/15/2010
10.49	Second Amendment to Sixth Amendment and Restated Gas Gathering and Processing Agreement, date as of October 1, 2010, by and among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P.	10-K	001-33631	10.2	2/25/2011
10.50	Amended and Restated Gas Gathering Agreement, effective September 1, 2008, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-K	001-14837	10.54	4/16/2012
10.51	First Amendment to Amended and Restated Gas Gathering Agreement, dated September 29, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-K	001-14837	10.55	4/16/2012
10.52	Second Amendment to Gas Gathering Agreement, dated October 1, 2010, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-K	001-14837	10.56	4/16/2012
10.53***	Acquisition and Exploration Agreement, dated September 20, 2012, between Quicksilver Resources Inc. and SWEPI LP	8-K/A	001-14837	10.1	2/8/2013
10.54	First Amendment to Acquisition and Exploration Agreement, dated November 20, 2012, between Quicksilver Resources Inc. and SWEPI LP	10-K	001-14837	10.48	3/22/2013
12.1	Computation of Ratio of Earnings to Fixed Charges					†
21.1	List of subsidiaries of Quicksilver Resources Inc.	10-K/A	001-14837	21.1	3/18/2014
23.1	Consent of Ernst & Young LLP					†
23.2	Consent of Deloitte & Touche LLP					†
23.3	Consent of Schlumberger Technology Corporation					†
23.4	Consent of LaRoche Petroleum Consultants, Ltd.					†

II-9

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
23.5	Consent of Davis Polk &Wardwell LLP (contained in their opinion filed as Exhibit 5.1).					†
24.1	Power of Attorney (included on signature page)					†
25.1	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee, on Form T-1.					†
99.1	Form of Letter of Transmittal					†
99.2	Form of Notice of Guaranteed Delivery					†
99.3	Form of Letter to Clients					†
99.4	Form of Letter to Nominees					†
99.5	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner					†
99.6	Report of Schlumberger Technology Corporation	10-K/A	001-14837	99.1	3/18/2014
99.7	Report of LaRoche Petroleum Consultants, Ltd.	10-K/A	001-14837	99.2	3/18/2014

* Excludes schedules and exhibits we agree to furnish supplementally to the SEC upon request.

** Indicates a management contract or compensatory plan or arrangement.

*** Portions of exhibit deleted pursuant to request for confidential treatment. These portions have been furnished separately to the Securities and Exchange Commission.

II-10

Item 22. Undertakings

(a)    The undersigned hereby undertakes:

(1)    To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)    to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)    The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d)    The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction , and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on April 1, 2014.

Quicksilver Resources Inc.
By:	/s/    John C. Regan
	John C. Regan
	Senior Vice President - Chief Financial Officer and Chief Accounting Officer

	BARNETT SHALE OPERATING LLC SILVER STREAM PIPELINE COMPANY LLC QPP PARENT LLC
By:	Quicksilver Resources Inc., its sole member
By:	/s/ John C. Regan
	John C. Regan
	Senior Vice President - Chief Financial Officer and Chief Accounting Officer

	QPP HOLDINGS LLC
By:	Quicksilver Resources Inc., its sole member
By:	/s/ John C. Regan
	John C. Regan
	Senior Vice President - Chief Financial Officer and Chief Accounting Officer

II-12

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glenn Darden, John C. Regan and Francisco J. Villamar, and each of them, the true and lawful attorneys-in-fact of the undersigned, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/    W. Yandell Rogers, III	Chairman of the Board; Director	April 1, 2014
W. Yandell Rogers, III
/s/    Glenn Darden	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)
/s/    Thomas F. Darden	Chairman Emeritus; Director	April 1, 2014
Thomas F. Darden
/s/    Anne Darden Self	Director	April 1, 2014
Anne Darden Self
/s/    W. Byron Dunn	Director	April 1, 2014
W. Byron Dunn
/s/    Michael Y. McGovern	Director	April 1, 2014
Michael Y. McGovern
/s/    Steven M. Morris	Director	April 1, 2014
Steven M. Morris
/s/    Mark J. Warner	Director	April 1, 2014
Mark J. Warner

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cowtown Gas Processing L.P. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on April 1, 2014.

COWTOWN GAS PROCESSING L.P.
	By its general partner,
COWTOWN PIPELINE MANAGEMENT, INC.
By:	/s/    John C. Regan
	John C. Regan
	Senior Vice President - Chief Financial Officer and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

* The undersigned, by signing his name hereto, signs and executes this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By:	/s/ John C. Regan
	John C. Regan
	Attorney-in-Fact

II-14

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, each being an officer or director, or both, as the case may be, of Cowtown Pipeline Management, Inc., a Texas corporation and the general partner of Cowtown Gas Processing L.P. and Cowtown Pipeline L.P., each a Texas limited partnership, hereby constitutes and appoints Glenn Darden the true and lawful attorney-in-fact of the undersigned, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments to this Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rules 413 or 462 under the Securities Act of 1933, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney or attorney-in-fact or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Glenn Darden	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cowtown Pipeline Funding, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on April 1, 2014.

COWTOWN PIPELINE FUNDING, INC.
By:	/s/    John C. Regan
	John C. Regan
	Senior Vice President - Chief Financial Officer and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

* The undersigned, by signing his name hereto, signs and executes this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By:	/s/ John C. Regan
	John C. Regan
	Attorney-in-Fact

II-16

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, each being an officer or director, or both, as the case may be, of Cowtown Pipeline Funding, Inc., a Delaware corporation, hereby constitutes and appoints Glenn Darden the true and lawful attorney-in-fact of the undersigned, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments to this Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rules 413 or 462 under the Securities Act of 1933, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney or attorney-in-fact or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Glenn Darden	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cowtown Pipeline Management, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on April 1, 2014.

COWTOWN PIPELINE MANAGEMENT, INC.
By:	/s/    John C. Regan
	John C. Regan
	Senior Vice President - Chief Financial Officer and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

* The undersigned, by signing his name hereto, signs and executes this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By:	/s/ John C. Regan
	John C. Regan
	Attorney-in-Fact

II-18

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, each being an officer or director, or both, as the case may be, of Cowtown Pipeline Management, Inc., a Texas corporation and the general partner of Cowtown Gas Processing L.P. and Cowtown Pipeline L.P., each a Texas limited partnership, hereby constitutes and appoints Glenn Darden the true and lawful attorney-in-fact of the undersigned, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments to this Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rules 413 or 462 under the Securities Act of 1933, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney or attorney-in-fact or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Glenn Darden	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Cowtown Pipeline L.P. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on April 1, 2014.

COWTOWN PIPELINE L.P.
	By its general partner,
COWTOWN PIPELINE MANAGEMENT, INC.
By:	/s/    John C. Regan
	John C. Regan
	Senior Vice President - Chief Financial Officer and Chief Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

* The undersigned, by signing his name hereto, signs and executes this Registration Statement pursuant to the Powers of Attorney executed by the above-named officers and directors and filed with the Securities and Exchange Commission.

By:	/s/ John C. Regan
	John C. Regan
	Attorney-in-Fact

II-20

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, each being an officer or director, or both, as the case may be, of Cowtown Pipeline Management, Inc., a Texas corporation and the general partner of Cowtown Gas Processing L.P. and Cowtown Pipeline L.P., each a Texas limited partnership, hereby constitutes and appoints Glenn Darden the true and lawful attorney-in-fact of the undersigned, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments to this Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rules 413 or 462 under the Securities Act of 1933, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney or attorney-in-fact or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/    Glenn Darden	President and Chief Executive Officer	April 1, 2014
Glenn Darden	(Principal Executive Officer); Director
	Senior Vice President - Chief Financial Officer
/s/    John C. Regan	and Chief Accounting Officer	April 1, 2014
John C. Regan	(Principal Financial and Accounting Officer)

II-21

EXHIBIT INDEX

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
2.1*	Purchase Agreement, dated as of July 22, 2010, among First Reserve Crestwood Holdings LLC, Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources Inc.	8-K	001-14837	2.1	7/23/2010
2.2*	Purchase Agreement Amendment No. 1, dated as of September 17, 2010, among First Reserve Crestwood Holdings LLC, Cowtown Gas Processing L.P., Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-Q	001-14837	2.2	11/8/2010
2.3*	Purchase and Sale Agreement, dated March 28, 2013, between Quicksilver Resources Inc., as Seller, and TG Barnett Resources LP, as Buyer	8-K	001-14837	2.1	5/6/2013
3.1	Amended and Restated Certificate of Incorporation of Quicksilver Resources Inc. filed with the Secretary of State of the State of Delaware on May 21, 2008	S-3	333-151847	4.1	6/23/2008
3.2	Amended and Restated Certificate of Designation of Series A Junior Participating Preferred Stock of Quicksilver Resources Inc.	10-Q	001-14837	3.3	5/8/2006
3.3	Amended and Restated Bylaws of Quicksilver Resources Inc.	8-K	001-14837	3.1	5/16/2013
3.4	Certificate of Amendment to the Certificate of Incorporation of Cowtown Pipeline Funding, Inc. filed with the Secretary of State of the State of Delaware on February 22, 2005					†
3.5	Bylaws of Cowtown Pipeline Funding, Inc.					†
3.6	Articles of Incorporation of Cowtown Pipeline Management, Inc. filed with the Secretary of State of the State of Texas on July 27, 2004					†
3.7	Bylaws of Cowtown Pipeline Management, Inc.					†
3.8	Certificate of Limited Partnership of Cowtown Pipeline L.P. filed with the Secretary of State of the State of Texas on July 28, 2004					†
3.9	Amended and Restated Agreement of Limited Partnership of Cowtown Pipeline L.P.					†
3.10	Certificate of Limited Partnership of Cowtown Gas Processing L.P. filed with the Secretary of State of the State of Texas on February 24, 2005					†
3.11	Agreement of Limited Partnership of Cowtown Gas Processing L.P.					†
3.12	Certificate of Amendment of Certificate of Formation of Barnett Operating LLC filed with the Secretary of State of the State of Delaware on January 4, 2012					†
3.13	First Amended and Restated Limited Liability Company Agreement of Barnett Shale Operating LLC					†
3.14	Certificate of Formation of Silver Stream Pipeline Company LLC filed with the Secretary of State of the State of Delaware on February 28, 2012					†
3.15	Limited Liability Company Agreement of Silver Stream Pipeline Company LLC					†
3.16	Certificate of Formation of QPP Parent LLC filed with the Secretary of State of the State of Delaware on June 13, 2012					†
3.17	Limited Liability Company Agreement of QPP Parent LLC					†

II-22

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
3.18	Certificate of Formation of QPP Holdings LLC filed with the Secretary of State of the State of Delaware on June 13, 2012					†
3.19	Limited Liability Company Agreement of QPP Holdings LLC					†
4.1	Indenture, dated as of December 22, 2005, between Quicksilver Resources Inc. and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	S-3	333-130597	4.7	12/22/2005
4.2	First Supplemental Indenture, dated as of March 16, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	8-K	001-14837	4.1	3/21/2006
4.3	Second Supplemental Indenture, dated as of July 31, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	10-K	001-14837	4.5	3/15/2010
4.4	Third Supplemental Indenture, dated as of September 26, 2006, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	10-Q	001-14837	4.1	11/7/2006
4.5	Fourth Supplemental Indenture, dated as of October 31, 2007, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York, as Trustee (as successor in interest to JPMorgan Chase Bank, National Association)	10-K	001-14837	4.7	3/15/2010
4.6	Fifth Supplemental Indenture, dated as of June 27, 2008, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee	8-K	001-14837	4.1	6/30/2008
4.7	Sixth Supplemental Indenture, dated as of July 10, 2008, 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	7/10/2008
4.8	Seventh Supplemental Indenture, dated as of June 25, 2009, 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	6/26/2009
4.9	Eighth Supplemental Indenture, dated as of August 14, 2009, 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	8/17/2009
4.10	Ninth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.12	4/16/2012
4.11	Tenth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.13	4/16/2012
4.12	Eleventh Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.14	4/16/2012
4.13	Twelfth Supplemental Indenture, dated as of December 23, 2011, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-K	001-14837	4.15	4/16/2012
4.14	Thirteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.1	5/10/2012

II-23

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
4.15	Fourteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.2	5/10/2012
4.16	Fifteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.3	5/10/2012
4.17	Sixteenth Supplemental Indenture, dated as of February 28, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.4	5/10/2012
4.18	Seventeenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.1	8/9/2012
4.19	Eighteenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.2	8/9/2012
4.20	Nineteenth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.3	8/9/2012
4.21	Twentieth Supplemental Indenture, dated as of June 13, 2012, among Quicksilver Resources Inc., the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee	10-Q	001-14837	4.4	8/9/2012
4.22	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
4.23	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
4.24	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
4.25	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
4.26	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
4.27	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
4.28	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
4.29	Amended and Restated Rights Agreement, dated as of December 20, 2005, between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent	8-A/A	001-14837	4.1	12/21/2005

II-24

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
4.30	Amendment dated as of February 23, 2011 to the Amended and Restated Rights Agreement between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent	8-K	001-14837	4.1	2/24/2011
4.31	Amendment No. 2, dated as of March 8, 2013, to the Amended and Restated Rights Agreement between Quicksilver Resources Inc. and Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as Rights Agent	8-K	001-14837	4.1	3/8/2013
5.1	Opinion of Davis Polk & Wardwell LLP					†
5.2	Opinion of Fulbright & Jaworski LLP					†
10.1	Wells Agreement dated as of December 15, 1970, between Union Oil Company of California and Montana Power Company	S-4/A	333-29769	10.5	8/21/1997
10.2**	Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan	8-K	001-14837	10.4	5/25/2007
10.3**	Form of Non-Qualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan	8-K	001-14837	10.4	1/28/2005
10.4**	Quicksilver Resources Inc. Seventh Amended and Restated 2006 Equity Plan	10-Q	001-14837	10.1	8/8/2013
10.5**	Form of Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.2	5/25/2006
10.6**	Form of Restricted Stock Unit Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.2	11/24/2008
10.7**	Form of Quicksilver Resources Canada Inc. Restricted Stock Unit Award Agreement (Cash Settlement) pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.3	11/24/2008
10.8**	Form of Quicksilver Resources Canada Inc. Restricted Stock Unit Award Agreement (Stock Settlement) pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	8-K	001-14837	10.4	11/24/2008
10.9**	Form of Incentive Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	10-K	001-14837	10.9	4/16/2012
10.10**	Form of Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended	10-K	001-14837	10.10	4/16/2012
10.11**	Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (One-Year Vesting)	8-K	001-14837	10.8	5/25/2006
10.12**	Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (Three-Year Vesting)	8-K	001-14837	10.5	11/24/2008
10.13**	Form of Non-Employee Director Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (One-Year Vesting)	8-K	001-14837	10.7	5/25/2006
10.14**	Form of Non-Employee Director Restricted Share Award Agreement pursuant to the Quicksilver Resources Inc. 2006 Equity Plan, as amended (Three-Year Vesting)	8-K	001-14837	10.2	5/25/2007
10.15**	Quicksilver Resources Inc. 2011 Executive Bonus Plan	8-K	001-14837	10.1	2/25/2011
10.16**	Quicksilver Resources Inc. 2012 Executive Bonus Plan	8-K	001-14837	10.1	4/19/2012
10.17**	Description of 2011 Cash Bonuses	10-K	001-14837	10.17	4/16/2012
10.18**	Quicksilver Resources Inc. Amended and Restated Change in Control Retention Incentive Plan	8-K	001-14837	10.9	11/24/2008

II-25

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
10.19**	Quicksilver Resources Inc. Second Amended and Restated Key Employee Change in Control Retention Incentive Plan	8-K	001-14837	10.8	11/24/2008
10.20**	Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan	8-K	001-14837	10.7	11/24/2008
10.21**	Form of Director and Officer Indemnification Agreement	10-Q	001-14837	10.2	11/8/2010
10.22**	Letter to John C. Regan dated April 16, 2012	10-K	001-14837	10.22	3/22/2013
10.23**	Letter to Jeff Cook dated July 20, 2012	10-Q	001-14837	10.1	11/8/2012
10.24**	Employment Separation Settlement Agreement, dated August 9, 2012, between Quicksilver Resources Inc. and Jeff Cook	10-K	001-14837	10.24	3/22/2013
10.25**	Agreement, dated as of May 15, 2013 between Quicksilver Resources Inc. and Thomas F. Darden	10-Q	001-14837	10.2	8/8/2013
10.26**	Letter to John C. Regan dated July 15, 2013	10-Q	001-14837	10.1	11/6/2013
10.27**	Letter to Stan G. Page dated July 15, 2013	10-Q	001-14837	10.2	11/6/2013
10.28	Credit Agreement, dated as of September 6, 2011, among Quicksilver Resources Inc. and the agents and lenders identified therein	10-Q	001-14837	10.1	11/9/2011
10.29	Amended and Restated U.S. Credit Agreement, dated as of December 22, 2011, among Quicksilver Resources Inc. and the agents and lenders identified therein	8-K	001-14837	10.1	12/27/2011
10.30	Amended and Restated Canadian Credit Agreement, dated as of December 22, 2011, among Quicksilver Resources Canada Inc. and the agents and lenders identified therein	8-K	001-14837	10.2	12/27/2011
10.31	Omnibus Amendment No. 1 to Combined Credit Agreements, dated as of May 23, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-Q	001-14837	10.3	8/9/2012
10.32	Omnibus Amendment No. 2 to Combined Credit Agreements, dated as of August 6, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-Q	001-14837	10.4	8/9/2012
10.33	Omnibus Amendment No. 3 to Combined Credit Agreements, dated as of October 5, 2012, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-K	001-14837	10.31	3/22/2013
10.34	Omnibus Amendment No. 4 to Combined Credit Agreements, dated as of April 30, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	10-Q	001-14837	10.3	8/8/2013
10.35	Omnibus Amendment No. 5 to 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	001-14837	10.2	7/1/2013
10.36	Omnibus Amendment No. 6 to Combined Credit Agreements, dated as of November 15, 2013, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and lenders identified therein	8-K	001-14837	10.1	11/18/2013
10.37	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
10.38	Asset Purchase Agreement, dated as of May 15, 2009, among Quicksilver Resources Inc., as Seller, and ENI US Operating Co. Inc. and ENI Petroleum US LLC, as Buyers	8-K	001-14837	10.1	5/19/2009

II-26

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
10.39	Project and Expenditure Authorization, dated as of April 6, 2011, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.1	4/14/2011
10.40	PEA Amending Agreement, dated as of August 28, 2012, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.1	9/10/2012
10.41	Commitment Letter Agreement, dated as of April 6, 2011, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.2	4/14/2011
10.42	Amendment to Commitment Letter Agreement, dated as of August 28, 2012, between Quicksilver Resources Canada Inc. and Nova Gas Transmission Ltd.	8-K	001-14837	10.2	9/10/2012
10.43***	Contribution Agreement dated December 23, 2011 among Quicksilver Resources Canada Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company	8-K/A	001-14837	10.1	12/16/2013
10.44	Guaranty dated December 23, 2011 among Quicksilver Resources Inc., Fortune Creek Gathering and Processing Partnership and 0927530 B.C. Unlimited Liability Company	8-K	001-14837	10.2	12/27/2011
10.45	Gas Gathering Agreement, effective December 1, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	8-K	001-33631	10.1	1/8/2010
10.46	Amendment to Gas Gathering Agreement, dated as of October 1, 2010, by and between Quicksilver Resources Inc. and Cowtown Pipeline Partners L.P.	10-K	001-33631	10.2	2/25/2011
10.47	Sixth Amendment and Restated Gas Gathering and Processing Agreement, dated September 1, 2008, among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P.	10-Q	001-33631	10.1	11/6/2008
10.48	Addendum and Amendment to Gas Gathering and Processing Agreement Mash Unit Lateral, effective January 1, 2009, among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Processing Partners L.P.	10-K	001-33631	10.2	3/15/2010
10.49	Second Amendment to Sixth Amendment and Restated Gas Gathering and Processing Agreement, date as of October 1, 2010, by and among Quicksilver Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas Processing Partners L.P.	10-K	001-33631	10.2	2/25/2011
10.50	Amended and Restated Gas Gathering Agreement, effective September 1, 2008, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-K	001-14837	10.54	4/16/2012
10.51	First Amendment to Amended and Restated Gas Gathering Agreement, dated September 29, 2009, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-K	001-14837	10.55	4/16/2012
10.52	Second Amendment to Gas Gathering Agreement, dated October 1, 2010, between Cowtown Pipeline L.P. and Quicksilver Resources Inc.	10-K	001-14837	10.56	4/16/2012
10.53***	Acquisition and Exploration Agreement, dated September 20, 2012, between Quicksilver Resources Inc. and SWEPI LP	8-K/A	001-14837	10.1	2/8/2013
10.54	First Amendment to Acquisition and Exploration Agreement, dated November 20, 2012, between Quicksilver Resources Inc. and SWEPI LP	10-K	001-14837	10.48	3/22/2013
12.1	Computation of Ratio of Earnings to Fixed Charges					†
21.1	List of subsidiaries of Quicksilver Resources Inc.	10-K/A	001-14837	21.1	3/18/2014
23.1	Consent of Ernst & Young LLP					†
23.2	Consent of Deloitte & Touche LLP					†
23.3	Consent of Schlumberger Technology Corporation					†
23.4	Consent of LaRoche Petroleum Consultants, Ltd.					†

II-27

		Incorporated by Reference				Filed (†) or Furnished (‡) Herewith (as indicated)
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date
23.5	Consent of Davis Polk &Wardwell LLP (contained in their opinion filed as Exhibit 5.1).					†
24.1	Power of Attorney (included on signature page)					†
25.1	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee, on Form T-1.					†
99.1	Form of Letter of Transmittal					†
99.2	Form of Notice of Guaranteed Delivery					†
99.3	Form of Letter to Clients					†
99.4	Form of Letter to Nominees					†
99.5	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner					†
99.6	Report of Schlumberger Technology Corporation	10-K/A	001-14837	99.1	3/18/2014
99.7	Report of LaRoche Petroleum Consultants, Ltd.	10-K/A	001-14837	99.2	3/18/2014

* Excludes schedules and exhibits we agree to furnish supplementally to the SEC upon request.

** Indicates a management contract or compensatory plan or arrangement.

*** Portions of exhibit deleted pursuant to request for confidential treatment. These portions have been furnished separately to the Securities and Exchange Commission.

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EX-3.4

Exhibit 3.4

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
COWTOWN PIPELINE FUNDING, INC.

Pursuant to Section 242 of the Delaware General Corporation Law

Cowtown Pipeline Funding, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify as follows:

FIRST: The Certificate of Incorporation of the corporation is hereby amended by striking out Article Four thereof in its entirety and by substituting in place of said Article Four a new Article Four reading in its entirety as follows:

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 1,000 of the par value of one dollar ($1.00) each. Such shares are designated as common stock and possess identical rights and privileges in every respect.

SECOND: The amendment herein certified shall become effective upon filing on the date this Certificate is filed with the Secretary of State of Delaware in accordance with the Delaware General Corporation Law. Upon the effectiveness of this amendment, each 1,000 outstanding shares of the corporation's common stock, par value $.001 per share, shall be combined into one share of the corporation's common stock, $1.00 par value per share.

THIRD: When the amendment herein certified becomes effective, the aggregate amount of capital represented by all issued shares immediately after the amendment will not be less than the aggregate amount of capital represented by all issued shares immediately before the amendment and, therefore, the capital of the corporation will not be reduced under or by reason of the amendment.

FOURTH: When the amendment herein certified becomes effective, notice shall be given to the corporation's stockholders of record at the effective date of the amendment to surrender their certificates of shares to the Secretary of the corporation for cancellation and reissuance in accordance with the terms and provisions of the amendment.

FIFTH: The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Cowtown Pipeline Funding, Inc., has caused this certificate to be signed by John C. Cirone, its Vice President, General Counsel and Secretary, this 21st day of February, 2005.

COWTOWN PIPELINE FUNDING, INC.
By:	/s/ John C. Cirone
	John C. Cirone
	Vice President, General Counsel and Secretary

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CERTIFICATE OF INCORPORATIONOFCOWTOWN PIPELINE FUNDING, INC.

ARTICLE ONE

Thy name of the corporation is Cowtown Pipeline Funding, Inc.

ARTICLE TWO

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 1,000,000 of the par value of one tenth of one cent ($0.001) each. Such shares are designated as common stock and possess identical rights and privileges in every respect.

ARTICLE FIVE

The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Glenn Darden	777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104
Thomas F. Darden	777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104
Bill Lamkin	777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104

ARTICLE SIX

The corporation is to have a perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the bylaws of the corporation.

ARTICLE EIGHT

Elections of directors need not be by written ballot unless the bylaws of the corporation shall provide.

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

ARTICLE NINE

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TEN

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

ARTICLE ELEVEN

To the fullest extent permitted by law, the corporation shall have the right to indemnify any officer or director as set forth in the bylaws of the corporation, pursuant to Section 145 of the Delaware General Corporation Law.

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ARTICLE TWELVE

The name and mailing address of the incorporator is as follow:

NAME	MAILING ADDRESS
Whitney L. Cardwell	Cantey & Hanger, L.L.P. Burnett Plaza, Suite 2100 801 Cherry Street, Unit #2 Fort Worth, Texas 76102

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 28^th day of July, 2004.

/s/ Whitney L. Cardwell

Whitney L. Cardwell, Incorporator

3

EX-3.5

Exhibit 3.5

BYLAWSOFCOWTOWN PIPELINE FUNDING, INC.

ARTICLE IStockholders

Section 1.1.    Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2.    Special Meetings. Special meetings of stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, or by these Bylaws, may be called by the Chief Executive Officer of the Company, the President, a Vice President, a majority of the members of the Board of Directors or by the holders of not less than one tenth of all the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

Section 1.3.    Telephone Meetings Permitted. Stockholders may participate in a stockholder meeting by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 1.4.    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Company.

Section 1.5.    Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.6.    Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these bylaws, the holders of a majority of the outstanding shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the Company or to another Company, if a majority of the shares entitled to vote in the election of directors of such other Company is held, directly or indirectly, by the Company, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any Company to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.7.    Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President or Chief Executive Officer, or in his absence by a Vice President, or in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or in the absence of such designation, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.8.    Voting; Proxies. Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled which an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Company. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the Board of Directors, or holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these bylaws, be decided by the vote of the holders of a majority of the outstanding shares of stock entitled to vote thereon present in person or by proxy at the meeting.

Section 1.9.    Fixing Date for Determination of Stockholders of Record.

(a)    In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or

2

entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date such record date is fixed and shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given. The record date for any other purpose other than stockholder action by written consent shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)    In order that the Company may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

Section 1.10.    List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at

3

least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Company, or to vote in person or by proxy at any meeting of stockholders.

Section 1.11.    Action by Consent of Stockholders. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE IIBoard of Directors

Section 2.1.    Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

Section 2.2.    Election; Resignation; Removal; Vacancies. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect Directors to replace those Directors whose terms then expire. Any Director may resign at any time upon written notice to the Company. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the Board, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each Director so elected shall hold office until the expiration of the term of office of the Director whom he or she has replaced.

Section 2.3.    Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given.

Section 2.4.    Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chief Executive Officer, President, any Vice President, the Secretary, or by any member of the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting, not later than the second day before the date of the special meeting.

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Section 2.5.    Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 2.6.    Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board shall constitute a quorum for the transaction of business. Except in cases in which the Certificate of Incorporation or these bylaws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7.    Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.    Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE IIICommittees

Section 3.1.    Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the stockholders a dissolution of the Company or a revocation of dissolution, or amending these bylaws;

5

and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 3.2.    Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.

ARTICLE IVOfficers

Section 4.1.    Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall choose a Chief Executive Officer or President and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding this election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Company. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Company. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2.    Powers and Duties of Executive Officers. The officers of the Company shall have such powers and duties in the management of the Company as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE VStock

Section 5.1.    Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman or Vice Chairman of the Board of Directors, if any, or the President, Chief Executive Officer or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar

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before such certificate is issued, it may be issued by the Company with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.2.    Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Company may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VIMiscellaneous

Section 6.1.    Fiscal Year. The fiscal year of the Company shall be determined by resolution of the Board of Directors.

Section 6.2.    Seal. The corporate seal, if one is adopted by the Board of Directors, shall have the name of the Company inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 6.3.    Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

Section 6.4.    Interested Directors; Quorum. No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other Company, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the

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Company as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 6.5.    Form of Records. Any records maintained by the Company in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Company shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.6.    Amendment of Bylaws. These bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

The undersigned, the Secretary of the Company, hereby certifies that the foregoing bylaws were adopted by the Board of Directors of the Company effective July 28, 2004.

/s/ John C. Cirone

John C. Cirone, Secretary

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EX-3.6

Exhibit 3.6

ARTICLES OF INCORPORATION

OF

COWTOWN PIPELINE MANAGEMENT, INC.

The undersigned, Whitney L. Cardwell, a natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, hereby adopts the following Articles of Incorporation for the corporation:

ARTICLE ONE

The name of the corporation is Cowtown Pipeline Management, Inc.

ARTICLE TWO

The period of duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is 1,000,000 of the par value of one tenth of one cent ($0.001) each. Such shares are designated as common stock and possess identical rights and privileges in every respect.

ARTICLE FIVE

The street address of its initial registered office is 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104, and the name of its initial registered agent at such address is John C. Cirone.

ARTICLE SIX

The number of Directors of this corporation shall be not less than one (1) nor more than three (3), the exact number to be fixed from time to time in the manner provided in the Bylaws of the corporation. The number of Directors constituting the initial Board of Directors is three (3), and the names and addresses of the persons who are

to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

NAME	ADDRESS
Glenn Darden	777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104
Thomas F. Darden	777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104
Bill Lamkin	777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104

ARTICLE SEVEN

The Board of Directors or the shareholders shall have the power to alter, amend, or repeal the Bylaws of the corporation or to adopt new Bylaws.

ARTICLE EIGHT

The Directors of the corporation will not be liable to the corporation or its shareholders for monetary damages for acts or omissions that occur in the Directors' capacity as Directors. This article does not limit the liability of any Director to the extent such Director is found liable for: (1) a breach of his duty of loyalty to the corporation or its shareholders; (2) an act or omission not in good faith that constitutes a breach of the Director's duty to the corporation, or an act or omission that involves intentional misconduct or a knowing violation of the law; (3) a transaction from which the Director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Director's office; or (4) an act or omission for which the liability of the Director is expressly provided by an applicable statute.

ARTICLE NINE

Any action required by the Texas Business Corporation Act to be taken at any annual or

special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

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ARTICLE TEN

The name and address of the incorporator is:

Whitney L. Cardwell

Burnett Plaza, Suite 2100

801 Cherry Street, Unit #2

Fort Worth, Texas 76102.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this 27^th day of July, 2004.

/s/ Whitney L. Cardwell

Whitney L. Cardwell, Incorporator

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EX-3.7

Exhibit 3.7

BYLAWS
OF
COWTOWN PIPELINE MANAGEMENT, INC.

ARTICLE IOFFICES

Section 1.Registered Office and Registered Agent. The registered office and registered agent of the corporation shall be as described in the Articles of Incorporation as from time to time amended or as set forth in the last effective Statement of Change of Registered Office filed with the Secretary of State of Texas, whichever is applicable. The corporation shall not change either its registered agent or registered office without first filing with the Secretary of State of Texas an appropriate amendment to the Articles of Incorporation or a Statement of Change of Registered Office or Agent.

Section 2.Business Office Location. The corporation may also have offices at such other places, within or without the State of Texas, as the board of directors may from time to time determine or the business of the corporation may require. The principal business office of the corporation shall be set by resolution of the board of directors in written minutes of the corporation. The first principal business office of the corporation shall be described in the minutes of the organizational meeting of the corporation.

ARTICLE IIMEETINGS OF SHAREHOLDERS

Section 1.Location. All meetings of shareholders shall be held at the principal business office of the corporation, or at such other place as may be designated by the board of directors and stated in the notice of the meeting or in the duly executed waiver of notice thereof. The board of directors may determine that a meeting may be held solely by means of remote communication in accordance with Texas law.

Section 2.Annual Meeting. Unless delayed or accelerated by action of the board of directors of the corporation, an annual meeting of shareholders, commencing after the first fiscal year of the corporation, shall be held on the last day of the first fiscal quarter of each fiscal year of the corporation, if not a legal holiday and if a legal holiday, on the next secular day following. At the annual meeting of shareholders, the shareholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.

Section 3.List of Shareholders.

(1)The officer or agent having charge of the share transfer records for shares of the corporation shall make available, at least ten (10) days before each meeting of

shareholders, a complete list of shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of voting shares held by each. Such list, for a period often (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.

(2)Alternatively, the list of the shareholders may be kept on a reasonably accessible electronic network, if the information required to gain access to the list is provided with the notice of the meeting. This section does not require the corporation to include any electronic contact information of any shareholder on the list. If the corporation elects to make the list available on an electronic network, the corporation shall take reasonable steps to ensure that the information is available only to shareholders of the corporation.

(3)Such list shall also be produced and kept open at the time and place of meeting during the whole time thereof, and shall be subject to the inspection of any shareholder who may be present. If the meeting is held by means of remote communication, the list must be open to the examination of any shareholder for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to shareholders with the notice of the meeting. The original share transfers records shall be prima-facie evidence as to who are the shareholders entitled to examine such list or transfer records or to vote at any meeting of shareholders.

Section 4.Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, or by these Bylaws, may be called by the chief executive officer of the corporation, the president, a vice president, or a majority of the members of the board of directors, or by the holders of not less than one-tenth of all the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the objects stated in the notice of the meeting.

Section 5.Notice. Written or printed notice, stating the place, day and hour of the meeting, the means of any remote communications by which shareholders may be considered present and may vote at the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, personally, by electronic transmission, or by mail, by or at the direction of the chief executive officer or president of the corporation, the secretary or the officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting.

Section 6.Notice by Electronic Transmission. On consent of a shareholder, notice from a corporation under any provision of the Texas Business Corporation Act, the Articles of Incorporation, or the Bylaws may be given to the shareholder by electronic transmission. The shareholder may specify the form of electronic transmission to be used to communicate notice. The shareholder may revoke this consent by written notice to the corporation. The shareholder’s consent is deemed to be revoked if the corporation is unable to deliver by electronic transmission two consecutive notices, and the secretary, assistant

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secretary, or transfer agent of the corporation, or another person responsible for delivering notice on behalf of the corporation knows that delivery of these two electronic transmissions was unsuccessful.

Section 7.Quorum of Shareholders.

(1)The holders of a majority of shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

(2)When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provisions of statute, the Articles of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

(3)Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation.

Section 8.Proxies.

(1)At any meeting of shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder, or by his duly authorized attorney in fact, and bearing a date of not more than eleven (11) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be filed with the secretary of the corporation prior to or at the time of the meeting.

(2)A telegram, telex, cablegram, or other form of electronic transmission, including telephone transmission, by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this section. Any electronic transmission must contain or be accompanied by information from which it can be determined that the transmission was authorized by shareholder.

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(3)A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

Section 9.Record Date. The board of directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such record date to be not less than ten (10) nor more than sixty (60) days prior to such meeting; or the board of directors may close the stock transfer books for such purpose for a period of not less than ten (10) days nor more than sixty (60) days prior to such meeting. In the absence of any action by the board of directors, the date upon which the notice of the meeting is mailed shall be the record date.

Section 10.Shareholder Meeting by Electronic Communication. Except as otherwise expressly provided by statute, the Articles of Incorporation, or these Bylaws, shareholders may participate in and hold a meeting of such shareholders by means of conference telephone or other means of remote communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting pursuant to this paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened if:

(i) The corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder;

(ii) The corporation implements reasonable measures to provide the shareholders at the meeting by means of remote communication a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholder, including an opportunity to read or hear the proceedings of a meeting substantially concurrently with the proceedings; and

(iii) The corporation maintains a record of any shareholder vote or other action taken at the meeting by means of remote communication.

Section 11.Action Without Meeting.

(1)Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of shareholders.

(2)Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the corporation, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action

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that is the subject of the consent are delivered to the corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the books in which proceedings of meetings of shareholders are recorded.

(3)A telegram, telex, cablegram, or other electronic transmission by a shareholder consenting to an action to be taken is considered to be written, signed, and dated for the purposes of this section if the transmission sets forth or is delivered with information from which the corporation can determine that the transmission was transmitted by the shareholder and the date on which the shareholder transmitted the transmission. The date of transmission is the date on which the consent was signed. Consent given by telegram, telex, cablegram, or other electronic transmission may not be considered delivered until the consent is reproduced in paper form and the paper form is delivered to the corporation at its registered office in this state or its principal place of business, or to an officer or agent of the corporation having custody of the book in which proceedings of shareholder meetings are recorded. Notwithstanding subsection (2) of this section, consent given by telegram, telex, cablegram, or other electronic transmission may be delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of shareholder meetings are recorded to the extent and in the manner provided by resolution of the board of directors of the corporations. Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a shareholder may be substituted or used instead of the original writing for any purpose for which the original writing could be used if the reproduction is a complete reproduction of the entire original writing.

(4)Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

ARTICLE III

DIRECTORS

Section 1.General. The business and affairs of the corporation shall be managed by its board of directors, who may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 2.Number and Election of Directors.

(1)The board of directors shall be made up of one or more members, with the number to be set from time to time by the shareholders at any annual or special meeting, except that the number constituting the initial board of directors shall be as fixed by the Articles of Incorporation. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the Articles of Incorporation or the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent

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director. The names and addresses of the members of the initial board of directors shall be stated in the Articles of Incorporation.

(2)Directors shall be elected at each annual meeting of the shareholders, except as hereinafter provided, and each director elected shall hold office until his successor shall have been elected and qualified.

Section 3.Removal of Director. Any director may be removed either for or without cause at any special meeting of shareholders, by the affirmative vote of a majority in number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such director, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting.

Section 4.Vacancies. If any vacancies occur in the board of directors, caused by death, resignation, retirement, disqualification, or removal from office of any director, or otherwise, a majority of the directors then in office, though less than a quorum, may choose a successor or successors, or the successor or successors may be chosen at a special meeting of shareholders called for that purpose, and each successor director so chosen shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be by election at an annual meeting of shareholders or at a special meeting of shareholders called for that purpose.

Section 5.Cumulative Voting. The corporation elects to grant shareholders or other persons the right to cumulate his votes in the election of directors. A shareholder who intends to cumulate his votes shall give written notice of such intention to the secretary of the corporation on or before the day preceding the election at which such shareholder intends to cumulate his votes. All shareholders entitled to vote cumulatively may cumulate their votes if any shareholder gives the written notice provided for herein.

Section 6.Resignations. A director may resign at any time by giving notice in writing or by electronic transmission to the board of directors. Such resignation shall take effect at the date of receipt of such notice or at any later time specified herein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.Place and Notice of the Board of Directors’ Meetings.

(1)The first meeting of each newly elected board of directors shall be held without further notice immediately following the annual meeting of shareholders, and at the same place unless by unanimous consent of the directors then elected and serving, such time or place shall be changed.

(2)Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by the board of directors.

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(3)Special meetings of the board of directors may be called by the chief executive officer or president of the corporation on one day’s personal or actual notice to each director, or three day’s notice given by mail, telegram or other method. Special meetings shall be called by the chief executive officer, president or secretary of the corporation in like manner and on like notice upon the written request of two directors.

(4)Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as may be otherwise expressly provided by statute, or the Articles of Incorporation or these Bylaws, neither the business to be transacted at nor the purpose of any special meeting need be specified in a notice or waiver of notice.

(5)The board of directors shall keep regular minutes of its proceedings. The secretary shall be primarily responsible for maintaining such minutes, and the same shall be placed in the minute book of the corporation.

Section 8.Quorum of and Action by Directors. At all meetings of the board of directors, the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specially provided by statute, the Articles of Incorporation, or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.Action Without Meeting. Except as otherwise expressly provided by statute, by the Articles of Incorporation, or by these Bylaws, any action required or permitted to be taken at a meeting of the board of directors (or of any committee designated by the board of directors) may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the board of directors (or committee). A telegram, telex, cablegram, or other electronic transmission by a director consenting to an action to be taken and transmitted by a director is considered written, signed, and dated for the purposes of this article if the transmission sets forth or is delivered with information from which the corporation can determine that the transmission was transmitted by the director and the date on which the director transmitted the transmission. Such consent shall have the same force and effect as a unanimous vote at a meeting.

Section 10.Board of Directors’ Meeting by Electronic Communication. Except as otherwise expressly provided by statute, by the Articles of Incorporation, or by these Bylaws, members of the board of directors (and members of any committee designated by the board of directors) may participate in and hold a meeting of such board of directors (or committee) by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to

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the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.Executive Committee.

(1)The board of directors may, by resolution passed by a majority of the whole board, designate an executive committee, to consist of two or more directors of the corporation, one of whom shall be the chief executive officer of the corporation. The executive committee, to the extent provided in said resolution, shall have and may exercise all of the authority of the board of directors in the management of the business and affairs of the corporation, except where action of the full board of directors is required by statute or the Articles of Incorporation, and shall have power to authorize the seal of the corporation to be affixed to all papers which may require it.

(2)The executive committee shall determine the time, place and notice (if any) of meetings. At the executive committee meetings, a majority of the number of members shall constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the executive committee, except as otherwise specifically provided by statute, the Articles of Incorporation, or these Bylaws. If a quorum is not present a meeting of the executive committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present.

(3)The executive committee shall keep regular minutes of its proceedings, which shall be placed in the minute book of the corporation, and shall report the same to the full board of directors when required.

Section 12.Compensation of Directors. Directors, as such, shall not receive any stated salary for their services but, by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors; provided, that nothing herein contained shall be construed to prevent any director from serving the corporation in any other capacity and receiving compensation therefor. Members of the executive committee may, by resolution of the board of directors, be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1.General.

(1)Whenever, under the provisions of a statute, or the Articles of Incorporation, or these Bylaws, notice is required to be given to any director or shareholder and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice but any such notice may be given in writing by postage prepaid mail addressed to such director or shareholder at such address as appears on the books of the corporation. Any

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notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be deposited in the United States Mail as aforesaid.

(2)Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of a statute, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice.

(3)On consent of a shareholder, director or executive committee member, notice from the corporation may be given to the shareholder, director or executive committee member by electronic transmission. The shareholder, director, or executive committee member may specify the form of electronic transmission to be used to communicate notice. The shareholder, director or executive committee member may revoke this consent by written notice to the corporation. The consent is deemed to be revoked if the corporation is unable to deliver by electronic transmission two consecutive notices, and the person responsible for delivering notice on behalf of the corporation knows that delivery of these two electronic transmissions was unsuccessful. The inadvertent failure to treat the unsuccessful transmissions as a revocation of consent does not invalidate a meeting or other action. Notice by electronic transmission is deemed given when the notice is

(i) transmitted to a facsimile number provided by the shareholder, director or executive committee member for the purpose of receiving notice;

(ii) transmitted to an electronic mail address provided by the shareholder, director or executive committee member for the purpose of receiving notice;

(iii) posted on an electronic network and a message is sent to the shareholder, director or executive committee member at the address provided by the shareholder, director or executive committee member for the purpose of alerting the shareholder, director or executive committee member of a posting; or

(iv) communicated to the shareholder, director, or executive committee member by any other form of electronic transmission consented to by the shareholder, director or executive committee member.

Section 2.Waiver of Notice. Whenever any notice is required to be given to any shareholder, director or executive committee member under the provisions of law or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before of after the time stated therein, shall be equivalent to the giving of such notice. The business to be transacted at a regular or special meeting of the shareholders, directors, or executive committee members or the purpose of a meeting is not required to be specified in a written waiver of notice or a waiver by electronic transmission unless required by the Articles of Incorporation.

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ARTICLE VOFFICERS

Section 1.General.

(1)The officers of the corporation shall be chosen by the directors and shall be a chairman of the board, a president, a vice president, or such additional vice presidents as the board of directors may from time to time determine, a secretary and a treasurer and such number of assistant secretaries and assistant treasurers as the board of directors may from time to time determine. Any two (2) or more offices may be held by the same person. The office of the chairman of the board may be left vacant, in the discretion of the board of directors.

(2)The board of directors, at its first meeting after each annual meeting of shareholders, shall elect the officers of the corporation, as above provided.

(3)The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms, exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

(4)The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. An officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by affirmative vote of a majority of the whole board of directors.

Section 2.Officer Compensation. The salaries of all officers shall be fixed by the board of directors. The salaries of agents and employees shall be determined and fixed by the chief executive officer.

Section 3.Chairman of the Board and President.

(1)The chairman of the board, if one is elected, shall preside at all meetings of shareholders and directors, and, unless the president is designated as the chief executive officer of the corporation, shall act as the chief executive officer of the corporation, in which case he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

(2)The chief executive officer shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of the chief executive officer of a corporation. The chief executive officer shall execute bonds, mortgages and other contracts or instruments requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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(3)The president shall, in the absence of the chairman of the board or if no chairman of the board is elected, perform all the functions and duties hereinabove assigned to the chairman of the board. If there is a chairman of the board serving, but the president is designated as the chief executive officer, he shall perform all the functions of that office as set out in paragraphs (1) and (2) above; but in all events, the president shall be the chief administrative officer of the corporation and responsible for the active day-to-day management of the business of the corporation and shall perform such other functions and duties as may from time to time be designated by either the chairman of the board or the board of directors.

Section 4.Vice President. The vice president, or, if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president; and shall have such other powers and perform such other duties as the board of directors may from time to time prescribe or as the president may from time to time delegate to him.

Section 5.Secretary and Assistant Secretaries.

(1)The secretary shall attend all meetings of the board of directors and all meetings of shareholders and record all proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees, when required. He shall give, or cause to be given, notice of all meetings of shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.

(2)The assistant secretary, or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 6.Treasurer and Assistant Treasurers.

(1)The treasurer shall have custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

(2)The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

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(3)If so required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

(4)The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1.General. Certificates in such form as may be determined by the board of directors shall be delivered, representing all shares to which shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the books of the corporation as they are issued. Each certificate shall state on the face thereof the holder’s name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value. They shall be signed by the president or a vice president and the secretary or an assistant secretary, and may be sealed with the seal of the corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent or an assistant transfer agent or registered by a registrar, other than the corporation or an employee of the corporation, the signature of any such officer may be facsimile.

Section 2.Lost Certificates. The board of directors may direct that a new certificate representing shares be issued in place of any certificate theretofore issued by the corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to give the corporation a bond or indemnity not exceeding in amount double the value of the stock.

Section 3.Transfer of Shares.

Shares of stock shall be transferable only on the books of the corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation or the transfer agent of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

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Section 4.Closing of Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for a stated period not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and in case of a meeting of shareholders not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE VIIGENERAL PROVISIONS

Section 1.Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 2.Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 3.Corporation Seal. The corporation seal, if one is adopted by the board of directors, shall have inscribed thereon the name of the corporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 4.Indemnification.

(1)The corporation shall, to the fullest extent to which it is empowered to do so by the Texas Business Corporation Act or any other applicable laws as may from time to time be in effect, indemnify any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietary, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against

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all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

(2)The corporation’s obligations under this paragraph include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of an officer or director for indemnification. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent who may be entitled to such indemnification, to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

(3)The corporation’s obligation to indemnify and to prepay expenses under this paragraph shall arise, and all rights granted to directors, officers, employees or agents hereunder shall vest, at the time of the occurrence of the transaction or event to which such action, suit or proceeding relates, or at the time that the action or conduct to which such action, suit or proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such action, suit or proceeding is first threatened, commenced or completed. Notwithstanding any other provision of these Bylaws or the Articles of Incorporation of the corporation, no action taken by the corporation, either by amendment of these Bylaws or the Articles of Incorporation of the corporation or otherwise, shall diminish or adversely affect any rights to indemnification or prepayment of expenses granted under this paragraph shall have become vested as aforesaid prior to the date that such amendment or other corporate action is taken. Further, if any provision of this paragraph shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 5.Reimbursement of Expenses. Any payments made to an officer of the corporation who is also directly or indirectly a shareholder, as compensation for services or as interest, rent, or reimbursement for expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the full extent of such disallowance. It shall be the duty of the board of directors to enforce payment of each such amount disallowed. In lieu of payment by the officer in cash, subject to the determination of the board of directors, proportionate amounts may be withheld from his future compensation or other payments until the amount owed to the corporation has been recovered.

ARTICLE VIIIAMENDMENTS

These Bylaws may be altered, amended, or repealed, at any meeting of the board of directors or the shareholders at which a quorum is present or represented, by the affirmative vote of a majority of the directors present at the meeting or of the holders of a majority of the shares present or represented at such meeting and entitled to vote thereat; provided notice of the proposed alteration, amendment or repeal be contained in the notice of any such shareholders’ meeting.

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The undersigned, the secretary of the corporation, hereby certifies that the foregoing Bylaws were adopted by the board of directors of the corporation effective July 27, 2004.

/s/ John C. Cirone

John C. Cirone, Secretary

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EX-3.8

Exhibit 3.8

CERTIFICATE OF LIMITED PARTNERSHIPOFCOWTOWN PlPELINE L.P.

The undersigned, desiring to form a limited partnership pursuant to Article 6132a-1 of the Texas Revised Limited Partnership Act, does hereby certify as follows:

1.The name of the limited partnership is Cowtown Pipeline L.P.

2.The principal office in the United States where records of the partnership are to be kept or made available is 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104.

3.The initial registered agent is an individual resident of the state whose name is John C. Cirone. The business address of the registered agent and the registered office address is 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104.

4.The name and mailing address of the sole general partner, which is a legal entity, is as follows:

NAME	MAILING ADDRESS
Cowtown Pipeline Management, Inc.	777 West Rosedale Street, Suite 300  Fort Worth, Texas 76104

5.This document will become effective when the document is filed with the Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Cowtown Pipeline L.P., as of July 28, 2004, and signs this document subject to the penalties imposed by law for the submission of a false or fraudulent claim.

GENERAL PARTNER:COWTOWN PIPELINE MANAGEMENT, INC.

By:	/s/ D. Wayne Blair
	D. Wayne Blair, Vice President and Chief Accounting Officer

EX-3.9

Exhibit 3.9

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COWTOWN PIPELINE L.P.

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) is made and entered into as of March 8, 2005, between Cowtown Pipeline Management, Inc., a Texas corporation, as general partner (the “General Partner”), and Cowtown Pipeline Funding, Inc., a Delaware corporation, as the initial limited partner (the “Limited Partner”). The General Partner and the Limited Partner are sometimes collectively referred to as the “Partners” and individually as a “Partner.” This Agreement amends and restates the original Agreement of Limited Partnership of Cowtown Pipeline L.P. entered into on July 28, 2004 (the “Original Agreement”).

ARTICLE IDEFINITIONS

The following terms have the following meanings when used in this Agreement:

“Act” means the Texas Revised Limited Partnership Act.

“Affiliate” means any person or entity that controls or is controlled by the General Partner, or is controlled by the same person or entity that controls the General Partner. In this definition, the term “control” includes the ownership of more than fifty percent (50%) of the beneficial interest in the person or entity.

“Bankruptcy” means, as to any Partner, the Partner’s taking, or acquiescing in the taking, of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file, within ten (10) days after its entry, a petition, answer, or motion to vacate or to discharge any order, judgment, or decree providing for any relief under any such law.

“Capital Contribution(s)” means the contribution(s) made to the capital of the Partnership (hereinafter defined) from time to time by a Partner in cash or property.

“Certificate” means the certificate of limited partnership filed by the General Partner with the Secretary of State of Texas in accordance with this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time.

“Percentage Interest” means the interest of a Partner in the capital, net income, net loss and distributions of the Partnership as initially set forth in Section 10.02 of this Agreement.

“Person” means an individual or a corporation, partnership, trust, unincorporated organization, association, or other entity. “His” or “he” shall also mean and refer, as appropriate, to the feminine and neuter pronouns.

“Required Interest” means one or more of the Limited Partners having among them more than 66 2/3% of the Percentage Interest of all Limited Partners in their capacity as such.

“Transfer” means the mortgage, pledge, hypothecation, transfer, sale, assignment, or other disposition of any part or all of an interest in the Partnership by any Partner, whether voluntarily, by operation of law or otherwise.

ARTICLE IIGENERAL

2.01.    Formation. The General Partner and the Limited Partner have formed the Partnership pursuant to the Act. The General Partner has filed the Certificate as required by the Act and has and will continue to comply with all other legal requirements for the formation and operation of the Partnership. Except as expressly provided in this Agreement, the Act shall govern the rights and liabilities of the Partners.

2.02.    Name. The name of the partnership shall be Cowtown Pipeline L.P. (the “Partnership”). The General Partner may change the name of the Partnership or adopt such trade or fictitious names as it may determine appropriate.

2.03.    Investment. The Limited Partner represents that he, she or it is acquiring an interest in the Partnership for investment for his, her or its own account, and not with a view to any sale or distribution of that interest.

2.04.    Merger or Conversion. The Partnership may merge with or convert into another limited partnership or other business entity, or enter into an agreement to do so, only with the consent of the General Partner and a Required Interest.

ARTICLE IIICOMMENCEMENT DATE; TERM OF PARTNERSHIP

The Partnership commenced and became effective on the date the Certificate was filed with the Secretary of State of the State of Texas. The Partnership shall continue until terminated as provided in this Agreement.

ARTICLE IVPURPOSES

The purposes of the Partnership shall be to engage in the business of ownership and operation of a natural gas pipeline and to engage in any or all other lawful acts in connection therewith.

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ARTICLE VGENERAL PARTNER AND PLACE OF BUSINESS

The General Partner of the Partnership is Cowtown Pipeline Management, Inc., with offices at 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104. The address of the General Partner is the principal place of business of the Partnership. The General Partner may maintain other offices for the Partnership as it may determine to be necessary or advisable from time to time. Any requests for information concerning the Partnership shall be directed to the General Partner at the principal place of business of the Partnership.

John C. Cirone shall serve as the registered agent of the Partnership. The address of the registered agent of the Partnership shall be 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104. The address and the name of the registered agent of the Partnership may be changed as the General Partner may designate by written notice to the Limited Partner and by filing a Statement of Change of Registered Agent/Registered Office with the Secretary of State.

ARTICLE VICAPITAL CONTRIBUTIONS

6.01.    General Partner’s Contribution. At the time of execution of the Original Agreement, the General Partner contributed $10.00 to the capital of the Partnership. In exchange for this contribution, the General Partner will have the Percentage Interest in the Partnership set forth in paragraph 10.02 of this Agreement.

6.02.    Limited Partner’s Contributions. Cowtown Pipeline Funding, Inc. initially contributed $990.00 to the capital of the Partnership. In exchange for this contribution, the initial Limited Partner will have the Percentage Interest in the Partnership set forth in paragraph 10.02 of this Agreement.

6.03.    Limited Liability for Limited Partner. The liability of the Limited Partner to the Partnership is limited to the amount of its Capital Contribution. Accordingly, the contributions called for in paragraph 6.02 are the only property the Limited Partner is required to furnish to the Partnership, whether by way of contribution, loan, or otherwise. However, the Limited Partner is entitled to a return of its Capital Contribution only as provided in this Agreement.

6.04.    Voluntary Contributions. At any time, the General Partner may determine that additional contributions of cash or property to the Partnership are desirable. Within ten (10) days following the receipt of notice from the General Partner, the Limited Partner may contribute cash or property to the Partnership as a “Voluntary Capital Contribution” on the terms and subject to the conditions set forth in the notice from the General Partner. All such additional Voluntary Capital Contributions shall be requested in proportion to the then Percentage Interests of the Partners in the Partnership.

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6.05.    Readjustment of Percentage Interests. If any Partner elects to participate in a Voluntary Capital Contribution as described in paragraph 6.04 in an amount smaller than that Partner’s current Percentage Interest, or elects not to participate at all, then the Percentage Interests of the Partners shall be readjusted based on the newly adjusted capital account balance of each Partner. Nothing in this Agreement shall obligate any Partner to make any additional contributions to the Partnership.

ARTICLE VIICAPITAL ACCOUNTS

7.01.    Establishment of Capital Accounts. Separate capital accounts shall be established and maintained for each Partner in accordance with Section 1.704-l(b)(2)(iv) of the Treasury Regulations, as amended from time to time.

7.02.    Credits and Debits. All Capital Contributions of a Partner, its allocable share of Partnership income and loss, and cash or property distributions made to such Partner shall be credited or charged to such Partner’s individual capital account as the case may be. To the extent an allocation or adjustment is not specifically described by this provision of the Agreement, that item shall be reflected in the Partners’ capital accounts in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, as amended from time to time. The capital accounts shall not bear interest.

7.03.    Accounting For Partner’s Loans. Loans made by a Partner to the Partnership shall not be considered Capital Contributions.

7.04.     Return of Capital. No Partner has the right to demand the return of its Capital Contribution other than in cash and except as provided in this Agreement.

7.05.    Partition. All interests in the property owned by the Partnership shall be deemed owned by the Partnership as an entity. No Partner, individually, shall have any ownership of such property or interest except as a Partner in the Partnership. Each of the Partners irrevocably waives, during the term of the Partnership and during any period of its liquidation following any dissolution, any right that it may have to maintain any action for partition with respect to any of the assets of the Partnership.

ARTICLE VIIICONTROL AND MANAGEMENT

8.01.     Role of General Partner.

(a)    The General Partner has full, exclusive, and complete discretion in the management and control of the Partnership for the purpose set forth in Article IV of this Agreement, unless specifically stated otherwise in this Agreement.

(b)     The General Partner agrees to conduct the operations contemplated under this Agreement in a careful and prudent manner, and in accordance with good industry practice.

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(c)    The General Partner (or any successor to the General Partner) agrees to serve as general partner of the Partnership until the Partnership is terminated without reconstitution as provided below.

8.02.    General Partner’s Authority. Subject to any limitations expressly set forth in this Agreement, the General Partner is expressly authorized to perform any of the following acts on behalf of the Partnership:

(a)    Any and all acts necessary or appropriate to the acquisition and management of the Partnership’s business and interests in the Partnership.

(b)     Maintenance of ail necessary Partnership books and records.

(c)    Commencement of litigation or defense of litigation, including settlement of any litigation, involving the Partnership.

(d)    Establishment of bank accounts in which all Partnership funds shall be deposited and from which payments shall be made.

(e)    Procuring and maintaining insurance with responsible companies as may be available in such amounts and covering such risks as are deemed appropriate by the General Partner.

(f)    Taking and holding all real, personal, and mixed property of the Partnership in the name of the Partnership.

(g)    Executing and delivering, on behalf of and in the name of the Partnership, contracts, agreements, and other documents.

(h)    Coordinating all accounting and clerical functions of the Partnership and employing accountants, lawyers, engineers and other management or service personnel as may from time to time be required to carry on the business of the Partnership.

(i)    Filing tax returns and making elections on behalf of the Partnership as provided under the Code.

8.03.     Limitations. Notwithstanding the generality of the General Partner’s authority, the General Partner is not empowered, without the consent of a Required Interest, to:

(a)    Do any act in contravention of this Agreement.

(b)    Do any act that would make it impossible to carry out the ordinary business of the Partnership, except as specifically permitted by the terms of this Agreement.

(c)    Confess a judgment against the Partnership.

(d)    Possess Partnership property or assign any rights in specific Partnership property for other than a Partnership purpose.

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(e)    Require any Partner to make any contribution to the capital of the Partnership not provided for in this Agreement.

(f)    Amend this Agreement.

8.04.    Other and Competing Activities. Any Partner may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar to, or competitive with the business conducted by the Partnership. Neither the Partnership nor any Partner shall have any rights in or to such independent ventures or the income or profits derived from these other activities.

8.05.    Liability of General Partner. The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

8.06.    Indemnification of General Partner. The Partnership shall indemnify and hold harmless the General Partner and its officers, directors, agents, and representatives from and against any loss, damage, liability, cost or expense (including reasonable attorneys’ fees) arising out of any act or failure to act by the General Partner, specifically including its sole, partial, or concurrent negligence, to the greatest extent permitted under the Act.

8.07.    Contracts with Affiliates. Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that the Partnership may employ any Partner and any person affiliated with any Partner to render services on behalf of the Partnership and may compensate the person rendering the services on customary terms and at competitive rates. Neither the Partnership nor the other Partners shall have any rights in or to any profits derived from any fees paid by the Partnership for such services.

8.08.    Tax Matters Partner. The General Partner is authorized and required to represent the Partnership in connection with all examinations of the Partnership affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs in connection with such examinations. The General Partner is be the “Tax Matters Partner” for federal tax purposes and has authority, in its sole and absolute discretion, to represent the Partnership and the Partners in this regard. The Limited Partner agrees to cooperate and to do or refrain from doing any and all things reasonably required by the Tax Matters Partner to conduct these sorts of proceedings.

ARTICLE IXRIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

9.01.    Limited Liability. The Limited Partner has no personal liability whatsoever, whether to the Partnership, the General Partner, or any creditor of the Partnership, for any of the debts or losses of the Partnership beyond its respective Capital Contribution to the Partnership.

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9.02.    Return of Distributions. To the extent that the Partnership’s liabilities to its creditors are not discharged by the Partnership or by the General Partner, the Limited Partner will be liable to return to the Partnership the proportionate amount of any distribution made to the Limited Partner to the extent required by the Act.

9.03.    No Management Rights. The Limited Partner may not take part in the management of the Partnership or transact any business for or on behalf of the Partnership. All management responsibility is vested in the General Partner, subject to the approval of the Limited Partner in those specific instances described in this Agreement.

9.04.    No Authority to Bind Partnership. The Limited Partner has no power or authority to sign for or to bind the Partnership. All authority to act on behalf of the Partnership is vested in the General Partner.

9.05.    Rights Specified in the Act. A Limited Partner shall be entitled to all rights of limited partners contained in the Act to the extent that those rights have not been superseded, or may not lawfully be superseded, by the provisions of this Agreement.

ARTICLE XPERCENTAGE INTERESTS; ALLOCATIONS AND DISTRIBUTIONS

10.01.    Accounting Principles. The net income and net loss of the Partnership (and each item of income, gain, loss, deduction, or credit entering into the computation of net income and net loss) shall be determined on an annual basis in accordance with the accounting methods followed by the Partnership for federal income tax purposes and otherwise in accordance with generally accepted accounting principles and procedures.

10.02.    Percentage Interests.

(a)    The initial Percentage Interest of each Partner shall be as set forth below:

Partner	Percentage Interest
General Partner	1%
Limited Partner	99%

(b)    The Percentage Interest of each Partner may be adjusted from time to time by the methods and for the reasons described elsewhere in this Agreement, including but not limited to the provisions of paragraphs 6.04 and 6.05.

10.03.    Allocations. All net income, net losses, and credits and items of gain or loss of the Partnership shall be allocated to each Partner in accordance with each Partner’s Percentage Interest.

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10.04.    Distributions. All cash flow available for distribution to the Partners, subject to the establishment of reserves in the General Partner’s reasonable determination, shall be distributed to the Partners in accordance with their respective Percentage Interests.

10.05.    Compliance with Treasury Regulations. It is intended that the allocation and distribution provisions set forth in this Article X apply in a manner consistent with the provisions of Sections 704 and 706 of the Code, and the Treasury Regulations promulgated for those Sections. The General Partner shall have reasonable discretion to apply the allocation and distribution provisions set forth in this Article X in any manner consistent with Sections 704 and 706 of the Code and the Treasury Regulations.

ARTICLE XILOANS TO PARTNERSHIP

Pursuant to a written agreement approved by the General Partner, any Partner may lend funds to the Partnership for Partnership business. The amount of any loan or advance by the Partner shall bear interest at the lesser of: (i) one percent in excess of the prime rate as published in the most recent issue of The Wall Street Journal (Central Edition); or (ii) the maximum permissible interest rate allowable under applicable usury laws. Loans made under this provision of this Agreement shall be deemed an obligation of indebtedness from the Partnership to the Partner, payable prior to any distributions to the Partners.

ARTICLE XIITRANSFERS OF PARTNERSHIP INTERESTS

12.01.    Restriction on Transfers by Limited Partner. The Limited Partner may not transfer any or all of its interest in the Partnership without the prior written consent of the General Partner. The General Partner may grant or withhold consent, even arbitrarily, in its sole and absolute discretion.

12.02.    Transfer Requirements. No permitted assignee or transferee of all or part of the interest of the Limited Partner in the Partnership shall have the right to become a substitute limited partner unless all of the following occur:

(a)    The transferring Limited Partner has stated the intention that the assignee become a limited partner in his or her own right in the instrument of assignment.

(b)    The assignee has executed an instrument reasonably satisfactory to the General Partner, accepting and adopting the terms and provisions of this Agreement.

(c)    The assignor or assignee pays any reasonable expenses in connection with the admission of the assignee as a Limited Partner.

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(d)    The General Partner consents to the assignee becoming a substitute limited partner. The General Partner may withhold its consent, even arbitrarily, in the sole and absolute discretion of the General Partner.

12.03.    General Partner as Limited Partner. If the General Partner should acquire an interest as a Limited Partner, the General Partner shall, with respect to such interest, enjoy all the rights and be subject to all the obligations and duties of a Limited Partner to the extent of such interest.

12.04.    Transfer by General Partner. The General Partner may not transfer any or all of its interest in the Partnership without the prior written consent of a Required Interest. If a transfer is approved, the transferee assumes all of the obligations of the General Partner and the General Partner shall be relieved of all further obligations and responsibilities. If a transfer of the General Partner’s interest is approved, the transfer will not cause the dissolution of the Partnership, which may continue with the transferee as the General Partner the same as if the transferee had been the initial General Partner. The restrictions on the transfer of the General Partner’s interest in the Partnership do not apply to a transfer by the General Partner to an Affiliate of the General Partner.

ARTICLE XIII DISSOLUTION AND TERMINATION

13.01.    Events of Dissolution. The Partnership shall be dissolved and its business wound up on the earliest occurrence of any one of the following events:

(a)    The General Partner’s determination, with the Limited Partner’s prior written consent, that the Partnership should be dissolved.

(b)    The dissolution, withdrawal, or bankruptcy of the General Partner, unless the Partnership is reconstituted in the manner prescribed in paragraph 13.02 of this Agreement. The dissolution, withdrawal, or bankruptcy of the General Partner will not result in the dissolution of the Partnership so long as the successor to the General Partner’s interest in the Partnership, in accordance with paragraph 13.02, assumes all of the General Partner’s obligations under this Agreement.

13.02.    Election of New General Partner. At the time of the withdrawal, dissolution, or bankruptcy of the General Partner, the business of the Partnership shall be continued on the terms and subject to the conditions of this Agreement if, within ninety (90) days after such event, the Limited Partner elects that the business of the Partnership should be continued and, in such election, designates one or more persons to be substituted as general partner. New general partner(s) elected by this procedure will succeed to all of the powers, privileges, and obligations of the then-existing General Partner. The interest in the Partnership of the General Partner who is succeeded by a new general partner(s) will become a Limited Partner’s interest in the Partnership. In the event of the dissolution, withdrawal, or bankruptcy of the General Partner and the failure of the Limited Partner to elect to continue the business of the Partnership, the Partnership shall be terminated forthwith.

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13.03.    No Release From Liabilities. It is understood and agreed that no dissolution of the Partnership releases or relieves any of the parties to this Agreement of their contractual obligations under this Agreement.

13.04.    Distributions in Liquidation. If the business of the Partnership is not continued, the General Partner shall, if possible, act as liquidator. If the General Partner has itself dissolved, withdrawn from the Partnership, or declared or suffered a bankruptcy, and if the Partnership is not reconstituted with a new general partner as provided in this Agreement, a Limited Partner shall act as liquidator. The liquidator shall liquidate the assets of the Partnership, make appropriate adjustments made to the capital accounts of the Partners, and distribute the proceeds in the following order of priorities, so far as the proceeds will go:

(a)     To the payment of debts of the Partnership (other than loans made from the Partners to the Partnership), including the expenses of liquidation.

(b)    To the repayment of any loans that have been made by the Partners to the Partnership, but if the amount available for such repayment is insufficient, then pro rata up to the amounts available.

(c)    To all Partners pro rata in accordance with their respective capital account balances, as adjusted, up to the amounts of those capital accounts.

(d)    To all Partners pro rata according to their respective Percentage Interests in the Partnership.

13.05.    Distributions In Kind. In the event any or all of the assets of the Partnership cannot be liquidated, those assets are to be distributed in kind according to the priorities set forth in paragraph 13.04. Assets of the Partnership distributed to the Partners shall be held and owned by the Partners as tenants in common. In the event of the distribution of Partnership properties in kind, the fair market value of such assets shall be determined by agreement of the Partners. The amount of gain or loss which would have been realized by the Partnership for federal income tax purposes if the assets had been sold at such fair market value rather than distributed in kind shall be treated as gain or loss from a disposition of the assets of the Partnership, and allocated among the Partners in accordance with Article X, such allocations then being reflected in the Partners’ respective capital accounts.

ARTICLE XIVACCOUNTING

14.01.    Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

14.02.    Books and Records. The General Partner shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with principles and practices generally accepted for the cash or accrual method of accounting.

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14.03.    Inspection of Records. Any Partner may, for any proper purpose during regular business hours, inspect and copy any of the Partnership books and records at the principal place of business of the Partnership as provided in Article V, or make other reasonable inquiries as to Partnership affairs. Costs of reproducing or copying Partnership books and records shall be at the expense of the Partnership.

14.04.    Tax Returns. Within ninety (90) days after the end of each fiscal year, the General Partner shall prepare, or cause to be prepared, state and federal income tax returns for the Partnership and, in connection with those tax returns, make any available or necessary elections. Copies of all income tax returns of the Partnership proposed to be filed for any year shall be furnished to each Partner at least fifteen (15) days prior to the date for filing the returns (including any extensions applicable to such returns). The returns shall be filed by the General Partner on or before the due date (including extensions).

ARTICLE XVREPORTS AND STATEMENTS

Within ninety (90) days after the end of each fiscal year of the Partnership, the General Partner will deliver to the Limited Partner, at the Partnership’s expense, financial statements setting forth, as of the end of and for that fiscal year, the following:

(a)     A profit and loss statement and a balance sheet of the Partnership.

(b)     The balance in the capital account of each Partner.

(c)    Any other information that, in the judgment of the General Partner, is reasonably necessary for the Limited Partner to be advised of the results of operations of the Partnership.

ARTICLE XVI BANK ACCOUNTS

The General Partner shall open and maintain a special bank account or accounts in which all funds of the Partnership shall be deposited. Withdrawals from such account or these accounts may be made on the signature or signatures of those persons designated by the General Partner.

The General Partner may not commingle the assets of the Partnership with the assets of any other entity or person. However, the revenues and other receipts of the Partnership may be deposited in a central account in the name of the General Partner or an affiliate of the General Partner, so long as separate entries are made on the books and records of the Partnership and on the books and records of the affiliate reflecting deposits in the bank account of the affiliate with respect to amounts received from the Partnership and withdrawals from the bank accounts made for the purpose of disbursing funds to the Partnership or for the purpose of paying liabilities of the Partnership.

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ARTICLE XVIINOTICES

Whenever any notice is required or permitted to be given under this Agreement, the notice must be in writing and signed by or on behalf of the person giving the notice. The notice will be deemed to have been given when delivered by personal delivery or deposited in the United States mail, postage prepaid, certified mail, return receipt requested, properly addressed to the persons who must receive notice at the addresses listed in this Agreement or as changed by written notice given according to this provision of this Agreement.

ARTICLE XVIIIPOWER OF ATTORNEY

The Limited Partner irrevocably appoints the General Partner, its successors and assigns, as its true and lawful attorney-in-fact, with full power and authority, on its behalf and in its name, to execute, acknowledge, swear to, deliver and, if appropriate, file in such offices and places as may be required by law (i) any amendment to this Agreement that may be required by a change in the name of the Partnership, change in registered agent, or similar matter, and (ii) any amendment to this Agreement made in compliance with Article XIX. The power of attorney granted by the Limited Partner to the General Partner is a special power coupled with an interest and is irrevocable, and may be exercised by any party who, at the time of exercise, is a General Partner of the Partnership. The power of attorney shall survive any transfer or abandonment of a Limited Partner’s Partnership interest, or the Limited Partner’s withdrawal from the Partnership.

ARTICLE XIXAMENDMENT

This Agreement may be amended or modified by written instrument executed by both the General Partner and a Required Interest.

ARTICLE XX RELIANCE ON AUTHORITY

Any person dealing with the General Partner as the representative of the Partnership may rely on the authority of the General Partner. Persons dealing with the General Partner have no obligation to ascertain the General Partner’s compliance with the terms of this Agreement. Every contract, agreement, deed, mortgage, note, or other document or instrument executed by the General Partner with respect to any property of the Partnership shall be conclusive evidence in favor of any and every person relying on the signature of the General Partner that (i) at the time of the execution or delivery of the document this Agreement was in full force and effect, (ii) the instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding on the Partnership and all Partners, and (iii) the General Partner was duly authorized and

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empowered to execute and deliver any and every such instrument or document on behalf of the Partnership.

ARTICLE XXIMISCELLANEOUS

21.01.    Applicable Laws. This Agreement, and its application or interpretation, shall be governed exclusively by its terms and construed in accordance with the substantive federal laws of the United States and by the laws of the State of Texas, including the Texas conflicts of laws rules.

21.02.    Cumulative Remedies. Each party to this Agreement is entitled to all remedies provided by this Agreement or in law or equity. All remedies in this Agreement and in law or equity are cumulative, and the use of one right or remedy by any party does not preclude or waive the right to use any or all other remedies.

21.03.    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

21.04.    Successors and Assigns. The terms, provisions, and agreements contained in this Agreement are binding on and inure to the benefit of the parties and, to the extent permitted by this Agreement, their respective successors and assigns.

21.05.    Entire Agreement. This Agreement shall constitute the entire contract between the parties. There are no other or further agreements outstanding not specifically mentioned in this Agreement. However, the parties may amend and supplement this Agreement, in writing, from time to time, in a manner and to the extent provided by the terms of this Agreement, including but not limited to the terms set out in Article XIX.

21.06.    Personal Property. The interests owned by the Partners in this Partnership are personal property.

21.07.    Invalidity of Provisions. In case any one or more of the provisions contained in this Agreement are subsequently determined to be invalid, illegal, or unenforceable in any respect, that invalidity or unenforceability does not destroy the basis of the bargain among the Partners as expressed in this Agreement. The validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not be affected or impaired in any way by the determination that some portion or portions are invalid, illegal, or unenforceable.

21.08.    Signature Pages. Each Partner authorizes the General Partner to attach an executed signature page to this Agreement.

21.09.    Attorneys Fees. If any litigation is initiated by any Partner against another Partner relating to this Agreement or its subject matter, the Partner prevailing in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection with the litigation.

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IN WITNESS WHEREOF, the Partners have executed this Agreement effective as of March 8, 2005.

GENERAL PARTNER:	LIMITED PARTNER:
COWTOWN PIPELINE MANAGEMENT, INC., a Texas corporation	COWTOWN PIPELINE FUNDING, INC., a Delaware corporation
By: /s/ Glenn Darden	By: /s/ Glenn Darden
Name: Glenn Darden	Name: Glenn Darden
Title: President & CEO	Title: President & CEO
Address: 777 West Rosedale Street, Suite 300Fort Worth, Texas 76104	Address: 777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104

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EX-3.10

Exhibit 3.10

CERTIFICATE OF LIMITED PARTNERSHIP

OF

COWTOWN GAS PROCESSING L.P.

The undersigned, desiring to form a limited partnership pursuant to Article 6132a-1 of the Texas Revised Limited Partnership Act, does hereby certify as follows:

1. Thename of the limited partnership is Cowtown Gas Processing L.P.

2. The principal office in the United States where records of the partnership are to be kept or made available is 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104.

3. The initial registered agent is an individual resident of the state whose name is John C. Cirone. The business address of the registered agent and the registered office address is 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104.

4. The name and mailing address of the sole general partner, which is a legal entity, is as follows:

NAME	MAILING ADDRESS
Cowtown Pipeline Management, Inc.	777 West Rosedale Street, Suite 300 Fort Worth, Texas 76104

5. This document will become effective when the document is filed with the Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Cowtown Gas Processing L.P., as of February 23, 2005, and signs this document subject to penalties imposed by law for the submission of a false or fraudulent claim.

GENERAL PARTNER:

COWTOWN PIPELINE MANAGEMENT, INC.

By:	/s/ D. Wayne Blair
	D. Wayne Blair, Vice President and Chief Accounting Officer

EX-3.11

Exhibit 3.11

AGREEMENT OF LIMITED PARTNERSHIP
OF
COWTOWN GAS PROCESSING L.P.

This Agreement of Limited Partnership (this “Agreement”) is made and entered into as of February 24, 2005, between Cowtown Pipeline Management, Inc., a Texas corporation, as general partner (the “General Partner”), and Cowtown Pipeline Funding, Inc., a Delaware corporation, as the initial limited partner (the “Limited Partner”). The General Partner and the Limited Partner are sometimes collectively referred to as the “Partners” and individually as a “Partner”.

ARTICLE I

DEFINITIONS

The following terms have the following meanings when used in this Agreement:

“Act” means the Texas Revised Limited Partnership Act.

“Affiliate” means any person or entity that controls or is controlled by the General Partner, or is controlled by the same person or entity that controls the General Partner. In this definition, the term “control” includes the ownership of more than fifty percent (50%) of the beneficial interest in the person or entity.

“Bankruptcy” means, as to any Partner, the Partner’s taking, or acquiescing in the taking, of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file, within ten (10) days after its entry, a petition, answer, or motion to vacate or to discharge any order, judgment, or decree providing for any relief under any such law.

“Capital Contribution(s)” means the contribution(s) made to the capital of the Partnership (hereinafter defined) from time to time by a Partner in cash or property.

“Certificate” means the certificate of limited partnership to be filed by the General Partner with the Secretary of State of Texas in accordance with this Agreement.

“Code‎‎” means the Internal Revenue Code of 1986, as amended and in effect from time to time.

“Percentage Interest” means the interest of a Partner in the capital, net income, net loss and distributions of the Partnership as initially set forth in Section 10.02 of this Agreement.

“Person” means an individual or a corporation, partnership, trust, unincorporated organization, association, or other entity. “His” or “he” shall also mean and refer, as appropriate, to the feminine and neuter pronouns.

“Required Interest” means one or more of the Limited Partners having among them more than 66 2/3% of the Percentage Interest of all Limited Partners in their capacity as such.

“Transfer” means the mortgage, pledge, hypothecation, transfer, sale, assignment, or other disposition of any part or all of an interest in the Partnership by any Partner, whether voluntarily, by operation of law or otherwise.

ARTICLE II

GENERAL

2.01.Formation. By this Agreement, the General Partner and the Limited Partner form and establish the Partnership pursuant to the Act. Prior to conducting any business in any jurisdiction, the General Partner shall promptly file the Certificate as required by the Act and comply with all other legal requirements for the formation and operation of the Partnership. Except as expressly provided in this Agreement, the Act shall govern the rights and liabilities of the Partners.

2.02.Name. The name of the partnership shall be Cowtown Gas Processing L.P. (the “Partnership”). The General Partner may change the name of the Partnership or adopt such trade or fictitious names as it may determine appropriate.

2.03.Investment. The Limited Partner represents that he, she or it is acquiring an interest in the Partnership for investment for his, her or its own account, and not with a view to any sale or distribution of that interest.

2.04.Merger or Conversion. The Partnership may merge with or convert into another limited partnership or other business entity, or enter into an agreement to do so, only with the consent of the General Partner and a Required Interest.

ARTICLE III

COMMENCEMENT DATE; TERM OF PARTNERSHIP

The Partnership shall commence and be effective on the date the Certificate is filed with the Secretary of State of the State of Texas. The Partnership shall continue until terminated as provided in this Agreement.

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ARTICLE IV

PURPOSES

The purposes of the Partnership shall be to engage in the business of ownership and operation of a natural gas processing plant and to engage in any or all other lawful acts in connection therewith.

ARTICLE V

GENERAL PARTNER AND PLACE OF BUSINESS

The General Partner of the Partnership is Cowtown Pipeline Management, Inc., with offices at 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104. The address of the General Partner is the principal place of business of the Partnership. The General Partner may maintain other offices for the Partnership as it may determine to be necessary or advisable from time to time. Any requests for information concerning the Partnership shall be directed to the General Partner at the principal place of business of the Partnership.

John C. Cirone shall serve as the registered agent of the Partnership. The address of the registered agent of the Partnership shall be 777 West Rosedale Street, Suite 300, Fort Worth, Texas 76104. The address and the name of the registered agent of the Partnership may be changed as the General Partner may designate by written notice to the Limited Partner and by filing a Statement of Change of Registered Agent/Registered Office with the Secretary of State.

ARTICLE VI

CAPITAL CONTRIBUTIONS

6.01.General Partner’s Contribution. At the time of execution of this Agreement, the General Partner shall contribute $10.00 to the capital of the Partnership. In exchange for this contribution, the General Partner will have the Percentage Interest in the Partnership set forth in paragraph 10.02 of this Agreement.

6.02.Limited Partner’s Contributions. Cowtown Pipeline Funding, Inc. shall initially contribute $990.00 to the capital of the Partnership. In exchange for this contribution, the initial Limited Partner will have the Percentage Interest in the Partnership set forth in paragraph 10.02 of this Agreement.

6.03.Limited Liability for Limited Partner. The liability of the Limited Partner to the Partnership is limited to the amount of its Capital Contribution. Accordingly, the contributions called for in paragraph 6.02 are the only property the Limited Partner is required to furnish to the Partnership, whether by way of contribution, loan, or otherwise. However, the Limited Partner is entitled to a return of its Capital Contribution only as provided in this Agreement.

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6.04.Voluntary Contributions. At any time, the General Partner may determine that additional contributions of cash or property to the Partnership are desirable. Within ten (10) days following the receipt of notice from the General Partner, the Limited Partner may contribute cash or property to the Partnership as a “Voluntary Capital Contribution” on the terms and subject to the conditions set forth in the notice from the General Partner. All such additional Voluntary Capital Contributions shall be requested in proportion to the then Percentage Interests of the Partners in the Partnership.

6.05.Readjustment of Percentage Interests. If any Partner elects to participate in a Voluntary Capital Contribution as described in paragraph 6.04 in an amount smaller than that Partner’s current Percentage Interest, or elects not to participate at all, then the Percentage Interests of the Partners shall be readjusted based on the newly adjusted capital account balance of each Partner. Nothing in this Agreement shall obligate any Partner to make any additional contributions to the Partnership.

ARTICLE VII

CAPITAL ACCOUNTS

7.01.Establishment of Capital Accounts. Separate capital accounts shall be established and maintained for each Partner in accordance with Section 1.704‑l(b)(2)(iv) of the Treasury Regulations, as amended from time to time.

7.02.Credits and Debits.     All Capital Contributions of a Partner, its allocable share of Partnership income and loss, and cash or property distributions made to such Partner shall be credited or charged to such Partner’s individual capital account as the case may be. To the extent an allocation or adjustment is not specifically described by this provision of the Agreement, that item shall be reflected in the Partners’ capital accounts in accordance with Section 1.704-l(b)(2)(iv) of the Treasury Regulations, as amended from time to time. The capital accounts shall not bear interest.

7.03.Accounting For Partner’s Loans. Loans made by a Partner to the Partnership shall not be considered Capital Contributions.

7.04.Return of Capital. No Partner has the right to demand the return of its Capital Contribution other than in cash and except as provided in this Agreement.

7.05.Partition. All interests in the property owned by the Partnership shall be deemed owned by the Partnership as an entity. No Partner, individually, shall have any ownership of such property or interest except as a Partner in the Partnership. Each of the Partners irrevocably waives, during the term of the Partnership and during any period of its liquidation following any dissolution, any right that it may have to maintain any action for partition with respect to any of the assets of the Partnership.

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ARTICLE VIII

CONTROL AND MANAGEMENT

8.01.Role of General Partner.

(a)The General Partner has full, exclusive, and complete discretion in the management and control of the Partnership for the purpose set forth in Article IV of this Agreement, unless specifically stated otherwise in this Agreement.

(b)The General Partner agrees to conduct the operations contemplated under this Agreement in a careful and prudent manner, and in accordance with good industry practice.

(c)The General Partner (or any successor to the General Partner) agrees to serve as general partner of the Partnership until the Partnership is terminated without reconstitution as provided below.

8.02.General Partner’s Authority. Subject to any limitations expressly set forth in this Agreement, the General Partner is expressly authorized to perform any of the following acts on behalf of the Partnership:

(a)Any and all acts necessary or appropriate to the acquisition and management of the Partnership’s business and interests in the Partnership.

(b)Maintenance of all necessary Partnership books and records.

(c)Commencement of litigation or defense of litigation, including settlement of any litigation, involving the Partnership.

(d)Establishment of bank accounts in which all Partnership funds shall be deposited and from which payments shall be made.

(e)Procuring and maintaining insurance with responsible companies as may be available in such amounts and covering such risks as are deemed appropriate by the General Partner.

(f)Taking and holding all real, personal, and mixed property of the Partnership in the name of the Partnership.

(g)Executing and delivering, on behalf of and in the name of the Partnership, contracts, agreements, and other documents.

(h)Coordinating all accounting and clerical functions of the Partnership and employing accountants, lawyers, engineers and other management or service personnel as may from time to time be required to carry on the business of the Partnership.

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(i)Filing tax returns and making elections on behalf of the Partnership as provided under the Code.

8.03.Limitations. Notwithstanding the generality of the General Partner’s authority, the General Partner is not empowered, without the consent of a Required Interest, to:

(a)Do any act in contravention of this Agreement.

(b)Do any act that would make it impossible to carry out the ordinary business of the Partnership, except as specifically permitted by the terms of this Agreement.

(c)Confess a judgment against the Partnership.

(d)Possess Partnership property or assign any rights in specific Partnership property for other than a Partnership purpose.

(e)Require any Partner to make any contribution to the capital of the Partnership not provided for in this Agreement.

(f)Amend this Agreement.

8.04.Other and Competing Activities. Any Partner may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar to, or competitive with the business conducted by the Partnership. Neither the Partnership nor any Partner shall have any rights in or to such independent ventures or the income or profits derived from these other activities.

8.05.Liability of General Partner. The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

8.06.Indemnification of General Partner. The Partnership shall indemnify and hold harmless the General Partner and its officers, directors, agents, and representatives from and against any loss, damage, liability, cost or expense (including reasonable attorneys’ fees) arising out of any act or failure to act by the General Partner, specifically including its sole, partial, or concurrent negligence, to the greatest extent permitted under the Act.

8.07.Contracts with Affiliates. Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that the Partnership may employ any Partner and any person affiliated with any Partner to render services on behalf of the Partnership and may compensate the person rendering the services on customary terms and at competitive rates. Neither the Partnership nor the other Partners shall have any rights in or to any profits derived from any fees paid by the Partnership for such services.

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8.08.Tax Matters Partner. The General Partner is authorized and required to represent the Partnership in connection with all examinations of the Partnership affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs in connection with such examinations. The General Partner is be the “Tax Matters Partner” for federal tax purposes and has authority, in its sole and absolute discretion, to represent the Partnership and the Partners in this regard. The Limited Partner agrees to cooperate and to do or refrain from doing any and all things reasonably required by the Tax Matters Partner to conduct these sorts of proceedings.

ARTICLE IX

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

9.01.Limited Liability. The Limited Partner has no personal liability whatsoever, whether to the Partnership, the General Partner, or any creditor of the Partnership, for any of the debts or losses of the Partnership beyond its respective Capital Contribution to the Partnership.

9.02.Return of Distributions. To the extent that the Partnership’s liabilities to its creditors are not discharged by the Partnership or by the General Partner, the Limited Partner will be liable to return to the Partnership the proportionate amount of any distribution made to the Limited Partner to the extent required by the Act.

9.03.No Management Rights. The Limited Partner may not take part in the management of the Partnership or transact any business for or on behalf of the Partnership. All management responsibility is vested in the General Partner, subject to the approval of the Limited Partner in those specific instances described in this Agreement.

9.04.No Authority to Bind Partnership. The Limited Partner has no power or authority to sign for or to bind the Partnership. All authority to act on behalf of the Partnership is vested in the General Partner.

9.05.Rights Specified in the Act. A Limited Partner shall be entitled to all rights of limited partners contained in the Act to the extent that those rights have not been superseded, or may not lawfully be superseded, by the provisions of this Agreement.

ARTICLE X

PERCENTAGE INTERESTS; ALLOCATIONS AND DISTRIBUTIONS

10.01.Accounting Principles. The net income and net loss of the Partnership (and each item of income, gain, loss, deduction, or credit entering into the computation of net income and net loss) shall be determined on an annual basis in accordance with the accounting methods followed by the Partnership for federal income tax purposes and otherwise in accordance with generally accepted accounting principles and procedures.

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10.02.Percentage Interests.

(a)The initial Percentage Interest of each Partner shall be as set forth below:

Partner	Percentage Interest
General Partner	1	%
Limited Partner	99	%

(b)The Percentage Interest of each Partner may be adjusted from time to time by the methods and for the reasons described elsewhere in this Agreement, including but not limited to the provisions of paragraphs 6.04 and 6.05.

10.03.Allocations. All net income, net losses, and credits and items of gain or loss of the Partnership shall be allocated to each Partner in accordance with each Partner’s Percentage Interest.

10.04.Distributions. All cash flow available for distribution to the Partners, subject to the establishment of reserves in the General Partner’s reasonable determination, shall be distributed to the Partners in accordance with their respective Percentage Interests.

10.05.Compliance with Treasury Regulations. It is intended that the allocation and distribution provisions set forth in this Article X apply in a manner consistent with the provisions of Sections 704 and 706 of the Code, and the Treasury Regulations promulgated for those Sections. The General Partner shall have reasonable discretion to apply the allocation and distribution provisions set forth in this Article X in any manner consistent with Sections 704 and 706 of the Code and the Treasury Regulations.

ARTICLE XI

LOANS TO PARTNERSHIP

Pursuant to a written agreement approved by the General Partner, any Partner may lend funds to the Partnership for Partnership business. The amount of any loan or advance by the Partner shall bear interest at the lesser of: (i) one percent in excess of the prime rate as published in the most recent issue of The Wall Street Journal (Central Edition); or (ii) the maximum permissible interest rate allowable under applicable usury laws. Loans made under this provision of this Agreement shall be deemed an obligation of indebtedness from the Partnership to the Partner, payable prior to any distributions to the Partners.

ARTICLE XII

TRANSFERS OF PARTNERSHIP INTERESTS

12.01.Restriction on Transfers by Limited Partner. The Limited Partner may not transfer any or all of its interest in the Partnership without the prior written consent of the

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General Partner. The General Partner may grant or withhold consent, even arbitrarily, in its sole and absolute discretion.

12.02.Transfer Requirements. No permitted assignee or transferee of all or part of the interest of the Limited Partner in the Partnership shall have the right to become a substitute limited partner unless all of the following occur:

(a)The transferring Limited Partner has stated the intention that the assignee become a limited partner in his or her own right in the instrument of assignment.

(b)The assignee has executed an instrument reasonably satisfactory to the General Partner, accepting and adopting the terms and provisions of this Agreement.

(c)The assignor or assignee pays any reasonable expenses in connection with the admission of the assignee as a Limited Partner.

(d)The General Partner consents to the assignee becoming a substitute limited partner. The General Partner may withhold its consent, even arbitrarily, in the sole and absolute discretion of the General Partner.

12.03.General Partner as Limited Partner. If the General Partner should acquire an interest as a Limited Partner, the General Partner shall, with respect to such interest, enjoy all the rights and be subject to all the obligations and duties of a Limited Partner to the extent of such interest.

12.04.Transfer by General Partner. The General Partner may not transfer any or all of its interest in the Partnership without the prior written consent of a Required Interest. If a transfer is approved, the transferree assumes all of the obligations of the General Partner and the General Partner shall be relieved of all further obligations and responsibilities. If a transfer of the General Partner’s interest is approved, the transfer will not cause the dissolution of the Partnership, which may continue with the transferee as the General Partner the same as if the transferee had been the initial General Partner. The restrictions on the transfer of the General Partner’s interest in the Partnership do not apply to a transfer by the General Partner to an Affiliate of the General Partner.

ARTICLE XIII

DISSOLUTION AND TERMINATION

13.01.Events of Dissolution. The Partnership shall be dissolved and its business wound up on the earliest occurrence of any one of the following events:

(a)The General Partner’s determination, with the Limited Partner’s prior written consent, that the Partnership should be dissolved.

(b)The dissolution, withdrawal, or bankruptcy of the General Partner, unless the Partnership is reconstituted in the manner prescribed in paragraph 13.02 of this

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Agreement. The dissolution, withdrawal, or bankruptcy of the General Partner will not result in the dissolution of the Partnership so long as the successor to the General Partner’s interest in the Partnership, in accordance with paragraph 13.02, assumes all of the General Partner’s obligations under this Agreement.

13.02.Election of New General Partner. At the time of the withdrawal, dissolution, or bankruptcy of the General Partner, the business of the Partnership shall be continued on the terms and subject to the conditions of this Agreement if, within ninety (90) days after such event, the Limited Partner elects that the business of the Partnership should be continued and, in such election, designates one or more persons to be substituted as general partner. New general partner(s) elected by this procedure will succeed to all of the powers, privileges, and obligations of the then-existing General Partner. The interest in the Partnership of the General Partner who is succeeded by a new general partner(s) will become a Limited Partner’s interest in the Partnership. In the event of the dissolution, withdrawal, or bankruptcy of the General Partner and the failure of the Limited Partner to elect to continue the business of the Partnership, the Partnership shall be terminated forthwith.

13.03.No Release From Liabilities. It is understood and agreed that no dissolution of the Partnership releases or relieves any of the parties to this Agreement of their contractual obligations under this Agreement.

13.04.Distributions in Liquidation. If the business of the Partnership is not continued, the General Partner shall, if possible, act as liquidator. If the General Partner has itself dissolved, withdrawn from the Partnership, or declared or suffered a bankruptcy, and if the Partnership is not reconstituted with a new general partner as provided in this Agreement, a Limited Partner shall act as liquidator. The liquidator shall liquidate the assets of the Partnership, make appropriate adjustments made to the capital accounts of the Partners, and distribute the proceeds in the following order of priorities, so far as the proceeds will go:

(a)To the payment of debts of the Partnership (other than loans made from the Partners to the Partnership), including the expenses of liquidation.

(b)To the repayment of any loans that have been made by the Partners to the Partnership, but if the amount available for such repayment is insufficient, then pro rata up to the amounts available.

(c)To all Partners pro rata in accordance with their respective capital account balances, as adjusted, up to the amounts of those capital accounts.

(d)To all Partners pro rata according to their respective Percentage Interests in the Partnership.

13.05.Distributions In Kind. In the event any or all of the assets of the Partnership cannot be liquidated, those assets are to be distributed in kind according to the priorities set forth in paragraph 13.04. Assets of the Partnership distributed to the Partners shall be held

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and owned by the Partners as tenants in common. In the event of the distribution of Partnership properties in kind, the fair market value of such assets shall be determined by agreement of the Partners. The amount of gain or loss which would have been realized by the Partnership for federal income tax purposes if the assets had been sold at such fair market value rather than distributed in kind shall be treated as gain or loss from a disposition of the assets of the Partnership, and allocated among the Partners in accordance with Article X, such allocations then being reflected in the Partners’ respective capital accounts.

ARTICLE XIV

ACCOUNTING

14.01.Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

14.02.Books and Records. The General Partner shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with principles and practices generally accepted for the cash or accrual method of accounting.

14.03.Inspection of Records. Any Partner may, for any proper purpose during regular business hours, inspect and copy any of the Partnership books and records at the principal place of business of the Partnership as provided in Article V, or make other reasonable inquiries as to Partnership affairs. Costs of reproducing or copying Partnership books and records shall be at the expense of the Partnership.

14.04.Tax Returns. Within ninety (90) days after the end of each fiscal year, the General Partner shall prepare, or cause to be prepared, state and federal income tax returns for the Partnership and, in connection with those tax returns, make any available or necessary elections. Copies of all income tax returns of the Partnership proposed to be filed for any year shall be furnished to each Partner at least fifteen (15) days prior to the date for filing the returns (including any extensions applicable to such returns). The returns shall be filed by the General Partner on or before the due date (including extensions).

ARTICLE XV

REPORTS AND STATEMENTS

Within ninety (90) days after the end of each fiscal year of the Partnership, the General Partner will deliver to the Limited Partner, at the Partnership’s expense, financial statements setting forth, as of the end of and for that fiscal year, the following:

(a)A profit and loss statement and a balance sheet of the Partnership.

(b)The balance in the capital account of each Partner.

(c)Any other information that, in the judgment of the General Partner, is reasonably necessary for the Limited Partner to be advised of the results of operations of the Partnership.

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ARTICLE XVI

BANK ACCOUNTS

The General Partner shall open and maintain a special bank account or accounts in which all funds of the Partnership shall be deposited. Withdrawals from such account or these accounts may be made on the signature or signatures of those persons designated by the General Partner.

The General Partner may not commingle the assets of the Partnership with the assets of any other entity or person. However, the revenues and other receipts of the Partnership may be deposited in a central account in the name of the General Partner or an affiliate of the General Partner, so long as separate entries are made on the books and records of the Partnership and on the books and records of the affiliate reflecting deposits in the bank account of the affiliate with respect to amounts received from the Partnership and withdrawals from the bank accounts made for the purpose of disbursing funds to the Partnership or for the purpose of paying liabilities of the Partnership.

ARTICLE XVII

XVII NOTICES

Whenever any notice is required or permitted to be given under this Agreement, the notice must be in writing and signed by or on behalf of the person giving the notice. The notice will be deemed to have been given when delivered by personal delivery or deposited in the United States mail, postage prepaid, certified mail, return receipt requested, properly addressed to the persons who must receive notice at the addresses listed in this Agreement or as changed by written notice given according to this provision of this Agreement.

ARTICLE XVIII

POWER OF ATTORNEY

The Limited Partner irrevocably appoints the General Partner, its successors and assigns, as its true and lawful attorney-in-fact, with full power and authority, on its behalf and in its name, to execute, acknowledge, swear to, deliver and, if appropriate, file in such offices and places as may be required by law (i) any amendment to this Agreement that may be required by a change in the name of the Partnership, change in registered agent, or similar matter, and (ii) any amendment to this Agreement made in compliance with Article XIX. The power of attorney granted by the Limited Partner to the General Partner is a special power coupled with an interest and is irrevocable, and may be exercised by any party who, at the time of exercise, is a General Partner of the Partnership. The power of attorney shall survive any transfer or abandonment of a Limited Partner’s Partnership interest, or the Limited Partner’s withdrawal from the Partnership.

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ARTICLE XIX

AMENDMENT

This Agreement may be amended or modified by written instrument executed by both the General Partner and a Required Interest.

ARTICLE XX

RELIANCE ON AUTHORITY

Any person dealing with the General Partner as the representative of the Partnership may rely on the authority of the General Partner. Persons dealing with the General Partner have no obligation to ascertain the General Partner’s compliance with the terms of this Agreement. Every contract, agreement, deed, mortgage, note, or other document or instrument executed by the General Partner with respect to any property of the Partnership shall be conclusive evidence in favor of any and every person relying on the signature of the General Partner that (i) at the time of the execution or delivery of the document this Agreement was in full force and effect, (ii) the instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding on the Partnership and all Partners, and (iii) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document on behalf of the Partnership.

ARTICLE XXI

MISCELLANEOUS

21.01.Applicable Laws. This Agreement, and its application or interpretation, shall be governed exclusively by its terms and construed in accordance with the substantive federal laws of the United States and by the laws of the State of Texas, including the Texas conflicts of laws rules.

21.02.Cumulative Remedies. Each party to this Agreement is entitled to all remedies provided by this Agreement or in law or equity. All remedies in this Agreement and in law or equity are cumulative, and the use of one right or remedy by any party does not preclude or waive the right to use any or all other remedies.

21.03.Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

21.04.Successors and Assigns. The terms, provisions, and agreements contained in this Agreement are binding on and inure to the benefit of the parties and, to the extent permitted by this Agreement, their respective successors and assigns.

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21.05.Entire Agreement. This Agreement shall constitute the entire contract between the parties. There are no other or further agreements outstanding not specifically mentioned in this Agreement. However, the parties may amend and supplement this Agreement, in writing, from time to time, in a manner and to the extent provided by the terms of this Agreement, including but not limited to the terms set out in Article XIX.

21.06.Personal Property. The interests owned by the Partners in this Partnership are personal property.

21.07.Invalidity of Provisions. In case any one or more of the provisions contained in this Agreement are subsequently determined to be invalid, illegal, or unenforceable in any respect, that invalidity or unenforceability does not destroy the basis of the bargain among the Partners as expressed in this Agreement. The validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not be affected or impaired in any way by the determination that some portion or portions are invalid, illegal, or unenforceable.

21.08.Signature Pages. Each Partner authorizes the General Partner to attach an executed signature page to this Agreement.

21.09.Attorney’s Fees. If any litigation is initiated by any Partner against another Partner relating to this Agreement or its subject matter, the Partner prevailing in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection with the litigation.

IN WITNESS WHEREOF, the Partners have executed this Agreement effective as of February 24, 2005.

GENERAL PARTNER:		LIMITED PARTNER:
COWTOWN PIPELINE MANAGEMENT, INC.,  a Texas corporation		COWTOWN PIPELINE FUNDING, INC.,  a Delaware corporation
By:	/s/ Glenn Darden	By:	/s/ Glenn Darden
Name: Glenn Darden		Name: Glenn Darden
Title: President & CEO		Title: President & CEO
Address: 777 West Rosedale Street,Suite 300Fort Worth, Texas 76104		Address: 777 West Rosedale Street,Suite 300Fort Worth, Texas 76104

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EX-3.12

Exhibit 3.12

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
BARNETT OPERATING LLC

This Certificate of Amendment of Barnett Operating LLC (the “Company”) is being duly executed and filed by Quicksilver Resources Inc., as sole member, pursuant to the provisions of Section 6 Del. C. § 18-202 of the Delaware Limited Liability Company Act.

1. The name of the limited liability company is Barnett Operating LLC.

2. Article 1 of the Company’s Certificate of Formation is hereby amended to read in its entirety as set forth below:

FIRST: The name of the limited liability company formed hereby is Barnett Shale Operating LLC.

3. The effective time of this Certificate of Amendment shall be upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of this 4th day of January, 2012.

Quicksilver Resources Inc.
By:	/s/ John C. Cirone
	Name: John C. Cirone
	Title: Executive Vice President -           General Counsel

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CERTIFICATE OF FORMATION
OFBARNETT OPERATING LLC

This Certificate of Formation of Barnett Operating LLC (the “Company”) is being duly executed and filed by Kelsey Stevens, as an authorized person, to form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §18-201, et seq.).

FIRST:    The name of the limited liability company formed hereby is Barnett Operating LLC.

SECOND:     The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

THIRD:    The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

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EX-3.13

Exhibit 3.13

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BARNETT SHALE OPERATING LLC

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Barnett Shale Operating LLC, a Delaware limited liability company (the “Company”), is entered into by Quicksilver Resources Inc., a Delaware corporation, as the sole member (the “Member”).

WHEREAS, the Member entered into a limited liability company agreement of the Company on December 23, 2011 (the “Original LLC Agreement”);

WHEREAS the Member desires to change the name of Barnett Operating LLC to Barnett Shale Operating LLC and to amend and restate the Original LLC Agreement in its entirety, effective as of the date hereof.

NOW, THEREFORE, the Member agrees as follows:

1.Name. The name of the limited liability company is Barnett Shale Operating LLC (the “Company”).

2.Filing of Certificates. The Member, as an authorized person, within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or documents required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and any other certificates, notices or documents required or permitted by law for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

3.Purposes. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act. The Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Company.

5.Principal Business Office. The principal business office of the Company shall be located at such location as may be determined, from time to time, by the Member.

6.Registered Office; Registered Agent. The address of the registered office and the name and address of the registered agent of the Company in the State of

Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

7.Member. The name and the mailing address of the Member are as follows:

Name	Address
Quicksilver Resources Inc.	801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102

8.Limited Liability. Except as required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the member of the Company upon its execution and delivery of this Agreement. The Member has contributed capital to the Company in the amounts reflected on the books and records of the Company. The Member may, but is not obligated to, make any capital contribution to the Company.

10.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated solely to the Member.

11.Distributions. Subject to the limitations of Section 18-607 of the Act and any other applicable law, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

12.Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

13.Officers. The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 13 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member.

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14.Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

15.Exculpation and Indemnification. (a) To the fullest extent permitted by the laws of the State of Delaware and except in the case of bad faith, gross negligence or willful misconduct, no Member or Officer shall be liable to the Company or any other Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement.

(b)     Except in the case of bad faith, gross negligence or willful misconduct, each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Member or Officer, shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of the State of Delaware. Any indemnity under this Section 15 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

16.Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member transfers all of its interest in the Company pursuant to this Section 16, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

17.Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this Section 17, an additional Member shall be admitted to the Company, subject to Section 18 hereof, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

18.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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(b)    In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

20.Separability of Provisions. If any provision of this Agreement or the application thereof is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable to any extent, the remainder of this Agreement and other applications of such provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles).

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. Except as provided in Section 15, the provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

25.Effectiveness. This Agreement shall become effective when the Member shall have executed and delivered the Agreement to the Company.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the 4th day of January, 2012.

QUICKSILVER RESOURCES INC.
By:	/s/ John C. Cirone
	Name: John C. Cirone
	Title: Executive Vice President -               General Counsel

EX-3.14

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

SILVER STREAM PIPELINE COMPANY LLC

This Certificate of Formation of Silver Stream Pipeline Company LLC (the “Company”) is being duly executed and filed by Kelsey Stevens, as an authorized person, to form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §18-201, et seq.).

FIRST: The name of the limited liability company formed hereby is Silver Stream Pipeline Company LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28th day of February, 2012.

By:	/s/ Kelsey Stevens
	Name: Kelsey Stevens
	Title: Authorized Person

EX-3.15

Exhibit 3.15

LIMITED LIABILITY COMPANY AGREEMENTOFSILVER STREAM PIPELINE COMPANY LLC

This Limited Liability Company Agreement (this “Agreement”) of Silver Stream Pipeline Company LLC, a Delaware limited liability company (the “Company”), is entered into by Quicksilver Resources Inc., a Delaware corporation, as the sole member (the “Member”).

The Member, by execution of this Agreement hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

1.Name. The name of the limited liability company is Silver Stream Pipeline Company LLC.

2.Filing of Certificates. The Member, as an authorized person, within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or documents required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and any other certificates, notices or documents required or permitted by law for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

3.Purposes. The purpose of the Company is to (i) construct, own and operate a pipeline for the transportation of oil, gas and related hydrocarbons and (ii) engage in any lawful act or activity for which limited liability companies may be formed under the Act.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act. The Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Company.

5.Principal Business Office. The principal business office of the Company shall be located at such location as may be determined, from time to time, by the Member.

6.Registered Office; Registered Agent. The address of the registered office and the name and address of the registered agent of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

7.Member. The name and the mailing address of the Member are as follows:

Name	Address
Quicksilver Resources Inc.	801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102

8.Limited Liability. Except as required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the member of the Company upon its execution and delivery of this Agreement. The Member has contributed capital to the Company in the amounts reflected on the books and records of the Company. The Member may, but is not obligated to, make any capital contribution to the Company.

10.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated solely to the Member.

11.Distributions. Subject to the limitations of Section 18-607 of the Act and any other applicable law, distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

12.Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

13.Officers. The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 13 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member.

14.Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The

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Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

15.Exculpation and Indemnification. (a) To the fullest extent permitted by the laws of the State of Delaware and except in the case of bad faith, gross negligence or willful misconduct, no Member or Officer shall be liable to the Company or any other Member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer by this Agreement.

(b)    Except in the case of bad faith, gross negligence or willful misconduct, each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Member or Officer, shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of the State of Delaware. Any indemnity under this Section 15 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

16.Assignments. The Member may at any time assign in whole or in part its limited liability company interest in the Company. If the Member transfers all of its interest in the Company pursuant to this Section 16, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

17.Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this Section 17, an additional Member shall be admitted to the Company, subject to Section 18 hereof, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

18.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

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(b)    In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

20.Separability of Provisions. If any provision of this Agreement or the application thereof is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable to any extent, the remainder of this Agreement and other applications of such provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles).

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. Except as provided in Section 15, the provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

25.Effectiveness. This Agreement shall become effective when the Member shall have executed and delivered the Agreement to the Company.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the 28th day of February, 2012.

QUICKSILVER RESOURCES INC.,   as sole member
By:	/s/ Glenn Darden
	Name: Glenn Darden
	Title: President and Chief               Executive Officer

EX-3.16

Exhibit 3.16

CERTIFICATE OF FORMATION OFQPP PARENT LLC

This Certificate of Formation of QPP Parent LLC (the “Company”) is being duly executed and filed by Quicksilver Resources Inc., as an authorized person, to form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §18-201, et seq.).

FIRST:The name of the limited liability company formed hereby is QPP Parent LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 13th day of June, 2012.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Name: Glenn Darden
	Title: President and Chief               Executive Officer

[Signature Page to QPP Parent Certificate of Formation]

EX-3.17

Exhibit 3.17

LIMITED LIABILITY COMPANY AGREEMENT OFQPP PARENT LLC

This Limited Liability Company Agreement of QPP Parent LLC, is entered into by Quicksilver Resources Inc (“QRI”), as sole member QRI. and any other person who, at such time, is admitted to the Company (as defined below) as a member in accordance with the terms of this Agreement, being the “Members”).

The Members, by execution of this Agreement, hereby form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”), and hereby agree as follows:

1.Name. The name of the limited liability company formed hereby is QPP Parent LLC (the “Company”).

2.Filing Certificates. QRI, as an authorized person, within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or other documents required or permitted by the Act to be filed in the Office of the Secretary of State of the State of Delaware and any other certificates, notices or documents required or permitted by law to qualify the Company to do business in any jurisdiction in which the Company may elect to do business.

3.Purposes. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act. The Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Company.

5.Principal Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined by the Members.

6.Registered Office; Registered Agent. The address of the registered office and the name and address of the registered agent of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

7.Members. The names and the business, residence or mailing addresses of the Members are as follows:

NAME	ADDRESS
Quicksilver Resources Inc.	801 Cherry Street Suite 3700, Unit 19 Fort Worth, Texas 76102

8.Limited Liability.Except as required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obliged personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

9.Capital Contributions. (a) The Member is deemed admitted as the member of the Company upon their execution and delivery of this Agreement. QRI has contributed capital to the Company in the amounts reflected on the books and records of the Company.

(b)    The Members may, but are not obligated to, make any additional capital contribution to the Company in such manner and at such times as the Members may unanimously agree.

10.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated in proportion to the capital contributions of each Member.

11.Distributions. Subject to the limitations of Section 18-607 of the Act and any other applicable law, distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Members in the same proportion as their then capital account balances.

12.Governance. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Members. The Members shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Members have the authority to bind the Company. Notwithstanding any other provision of this Agreement, each Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person.

13.Exculpation and Indemnification. (a) To the fullest extent permitted by the laws of the State of Delaware and except in the case of bad faith, gross negligence or willful misconduct, no Member shall be liable to the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member by this Agreement.

2

(b)    Except in the case of bad faith, gross negligence or willful misconduct, each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Member, shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of the State of Delaware. Any indemnity under this Section 13 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Members.

15.Severability. If any provision of this Agreement or the application thereof is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable to any extent, the remainder of this Agreement and the application of such provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

16.Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to the subject matter hereof.

17.Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when each party shall have received a counterpart hereof signed by each of the other parties.

18.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of law principles).

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the 13th day of June, 2012.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Name: Glenn Darden
	Title: President and Chief               Executive Officer

[Signature Page to the QPP Parent LLC Agreement]

EX-3.18

Exhibit 3.18

CERTIFICATE OF FORMATION

OF

QPP HOLDINGS LLC

This Certificate of Formation of QPP Holdings LLC (the “Company”) is being duly executed and filed by Quicksilver Resources Inc., as an authorized person, to form a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §18-201, et seq.).

FIRST:The name of the limited liability company formed hereby is QPP Holdings LLC.

SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 13th day of June, 2012.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Name: Glenn Darden
	Title: President and Chief Executive Officer

[Signature Page to the QPP Holdings Certificate of Formation]

EX-3.19

Exhibit 3.19

LIMITED LIABILITY COMPANY AGREEMENT

OF

QPP HOLDINGS LLC

This Limited Liability Company Agreement of QPP Holdings LLC, is entered into by and between Quicksilver Resources Inc. and QPP Parent LLC, as members (Quicksilver Resources Inc. and QPP Parent LLC and any other person who, at such time, is admitted to the Company (as defined below) as a member in accordance with the terms of this Agreement, being the “Members”).

The Members, by execution of this Agreement, hereby form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the “Act”), and hereby agree as follows:

1.Name. The name of the limited liability company formed hereby is QPP Holdings LLC (the “Company”).

2.Filing of Certificates. Quicksilver Resources Inc., as an authorized person, within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or other documents required or permitted by the Act to be filed in the Office of the Secretary of State of the State of Delaware and any other certificates, notices or documents required or permitted by law to qualify the Company to do business in any jurisdiction in which the Company may elect to do business.

3.Purposes. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act. The Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the protection and benefit of the Company.

5.Principal Business Office. The principal business office of the Company shall be located at such location as may hereafter be determined by the Members.

6.Registered Office; Registered Agent. The address of the registered office and the name and address of the registered agent of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

7.Members. The names and the business, residence or mailing addresses of the Members are as follows:

Name	Address
Quicksilver Resources Inc.	801 Cherry Street, Suite 3700, Unit 19 Fort Worth, Texas 76102
QPP Parent LLC	801 Cherry Street, Suite 3700, Unit 19 Fort Worth, Texas 76102

8.Limited Liability. Except as required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obliged personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

9.Capital Contributions. (a) The Members are deemed admitted as the members of the Company upon their execution and delivery of this Agreement. Quicksilver Resources Inc. and QPP Parent LLC have contributed capital to the Company in the amounts reflected on the books and records of the Company.

(b)The Members may, but are not obligated to, make any additional capital contribution to the Company in such manner and at such times as the Members may unanimously agree.

10.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated in proportion to the capital contributions of each Member.

11.Distributions. Subject to the limitations of Section 18-607 of the Act and any other applicable law, distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Members in the same proportion as their then capital account balances.

12.Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Members. The Members shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Members have the authority to bind the Company. Notwithstanding any other provision of this Agreement, each Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person.

13.Exculpation and Indemnification. (a) To the fullest extent permitted by the laws of the State of Delaware and except in the case of bad faith, gross negligence or willful

2

misconduct, no Member shall be liable to the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member by this Agreement.

(b)     Except in the case of bad faith, gross negligence or willful misconduct, each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Member, shall be indemnified and held harmless by the Company to the fullest extent permitted by the laws of the State of Delaware. Any indemnity under this Section 13 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

14.Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Members.

15.Severability. If any provision of this Agreement or the application thereof is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable to any extent, the remainder of this Agreement and the application of such provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

16.Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to the subject matter hereof.

17.Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when each party shall have received a counterpart hereof signed by each of the other parties.

18.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of law principles).

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the 13th day of June, 2012.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Name: Glenn Darden
	Title: President and Chief               Executive Officer

QPP PARENT LLC By: Quicksilver Resources Inc., its sole member
By:	/s/ Glenn Darden
	Name: Glenn Darden
	Title: President and Chief               Executive Officer

[Signature Page to QPP Holdings LLC Agreement]

EX-5.1

Exhibit 5.1

New York	Paris
Menlo Park	Madrid
Washington DC	Tokyo
São Paulo	Beijing
London	Hong Kong

Davis Polk & Wardwell LLP	212 450 4000 tel
450 Lexington Avenue	212 701 5800 fax
New York, NY 10017

April 1, 2014

Quicksilver Resources Inc.

801 Cherry Street

Fort Worth, TX 76102

Ladies and Gentlemen:

We have acted as special counsel to Quicksilver Resources Inc., a Delaware corporation (the “Company”), and each of the guarantors listed on Schedule I hereto (the “Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange its new 11.000% Senior Notes due 2021 (the “New Notes”, and together with the related guarantees by the Guarantors, collectively, the “New Securities”), issued pursuant to an indenture dated as of June 21, 2013 among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, for any and all of its outstanding 11.000% Senior Notes due 2021 (the “Old Notes”, and together with the related guarantees by the Guarantors, collectively, the “Old Securities”) pursuant to the registration statement on Form S-4 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company and the Guarantors that we reviewed were and are accurate and (vi) all representations made by the Company and the Guarantors as to matters of fact in the documents that we reviewed were and are accurate.

Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that the New Securities, when executed, authenticated and delivered in exchange for the Old Securities in accordance with the terms of the Indenture and the Exchange Offer, will constitute valid and binding obligations of the Company and the Guarantors, as applicable, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; provided that we express no opinion as to the (x) enforceability of any waiver of rights under any usury or stay law, (y) effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above and (z) validity, legally binding effect or enforceability of any provision

Quicksilver Resources Inc.    2    April 1, 2014

that permits holders to collect any portion of stated principal amount upon acceleration of the New Securities to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been suspended; (ii) the Indenture and the New Securities are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company and the Guarantors); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of any of the New Securities.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware. Insofar as the foregoing opinion involves matters governed by the laws of Texas, we have relied, without independent inquiry or investigation, on the opinion of Fulbright & Jaworski LLP, filed with the Registration Statement on the date hereof, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Fulbright & Jaworski LLP.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

Schedule I

Guarantor	State or Other Jurisdiction of Incorporation of Organization
Cowtown Pipeline Funding, Inc.	Delaware
Cowtown Pipeline Management, Inc.	Texas
Cowtown Pipeline L.P.	Texas
Cowtown Gas Processing L.P.	Texas
Barnett Shale Operating LLC	Delaware
Silver Stream Pipeline Company LLC	Delaware
QPP Parent LLC	Delaware
QPP Holdings LLC	Delaware

EX-5.2

Exhibit 5.2

April 1, 2014

Fulbright & Jaworski LLP

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

United States

Direct line +1 713 651 5151

roger.harris@nortonrosefulbright.com

Tel +1 713 651 5151

Fax +1 713 651 5246

nortonrosefulbright.com

Quicksilver Resources Inc.

801 Cherry Street, Suite 3700

Fort Worth, Texas 76102

Ladies and Gentlemen:

We have acted as special Texas counsel to Cowtown Gas Processing L.P., a Texas limited partnership (“CGP”), Cowtown Pipeline Management, Inc., a Texas corporation (“CPM”), and Cowtown Pipeline L.P., a Texas limited partnership (“CPLP”; and CGP, CPM and CPLP are collectively referred to herein as the “Texas Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Quicksilver Resources Inc., a Delaware corporation (“Quicksilver”), and certain subsidiaries of Quicksilver, including the Texas Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of Quicksilver’s 11.00% Senior Notes due 2021 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as Guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), Quicksilver is offering to exchange in the exchange offer (the “Exchange Offer”) up to $325,000,000 aggregate principal amount of the Exchange Notes for a like principal amount of its outstanding 11.00% Senior Notes due 2021 (the “Old Notes”), which have not been registered under the Securities Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued pursuant to the provisions of an Indenture, dated as of June 21, 2013, among Quicksilver, as the Issuer, the Guarantors (including the Texas Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee.

We also have examined originals or copies of such corporate or partnership records of the Texas Guarantors, certificates and other communications of public officials, certificates of officers of Quicksilver and the Texas Guarantors and such other documents as we have deemed necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of

Fulbright & Jaworski LLP is a limited liability partnership registered under the laws of Texas.

Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

April 1, 2014

Page 2

Quicksilver and the Texas Guarantors and on certificates and other communications of public officials.

In making such examination and in so relying, we have assumed the authenticity and completeness of all records, certificates, instruments, agreements and other documents submitted to us as originals and the conformity to authentic original records, certificates, instruments, agreements and other documents of all copies submitted to us as copies. In addition, we have assumed the legal capacity of each natural person identified in, or indicated as having executed, any of those records, certificates, instruments, agreements and other documents and the genuineness of all signatures on such records, certificates, instruments, agreements and other documents.

Based upon the foregoing and in the reliance thereon, and subject to and qualified by the assumptions, qualifications, limitations and exceptions set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that:

1.(a) CPM is validly existing as a corporation in good standing under the laws of the State of Texas.

(b) Each of CGP and CPLP is validly existing as a limited partnership in good standing under the laws of the State of Texas.

2.The execution and delivery by each Texas Guarantor of the Indenture and the performance by such Texas Guarantor of its obligations pursuant to the Indenture are within such Texas Guarantor’s corporate or limited partnership (as applicable) power and authority and have been duly authorized by all necessary corporate or limited partnership (as applicable) action.

3.The Indenture has been duly executed and delivered by each Texas Guarantor.

4.Neither the execution and delivery by each Texas Guarantor of the Indenture, nor the performance of its obligations thereunder, will result in a violation by it of (a) any provision of the laws of the State of Texas that in our experience is normally applicable to general business corporations and limited partnerships in relation to transactions of the type contemplated by the Indenture, or (b) the certificate of limited partnership, articles of incorporation, agreement of limited partnership or bylaws (as applicable) of such Texas Guarantor.

The opinions expressed herein are limited exclusively to the internal substantive laws of the State of Texas.

The opinions expressed herein are furnished to you for your benefit in connection with the filing of the Registration Statement and, except as set forth below, may not be relied upon for any other purpose without our prior written consent. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely on this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement. The opinions expressed herein are as of, and are based on, facts and circumstances known to us to exist and law in effect on the date hereof (and not as of any other date), and we make no undertaking to amend or supplement such opinion as facts and circumstances or changes in the law occur that could affect such opinions.

April 1, 2014

Page 3

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Fulbright & Jaworski LLP

Fulbright & Jaworski LLP

EX-12.1

Exhibit 12.1

Quicksilver Resources Inc.

Ratio of Earnings to Fixed Charges

(In thousands, except ratio)

	Years ended December 31,
	2013			2012			2011			2010			2009
Earnings:
Add:
Income (loss) before income taxes	$	176,168		$	(2,648,176	)	$	147,909		$	713,828		$	(836,856	)
Income of equity investees	—			—			8,439			(22,323		)	(75,444		)
Cash distributions from equity investees	—			—			19,830			20,906			11,100
Fixed charges	193,500			183,761			190,812			193,575			175,465
Deduct:
Interest capitalized	(7,703		)	(18,423		)	(7,416		)	(4,750		)	(6,127		)
Noncontrolling interest	—			—			—			(9,724		)	(12,234		)
Earnings for computation	$	361,965		$	(2,482,838	)	$	359,574		$	891,512		$	(744,096	)
Fixed charges:
Gross interest expense	$	165,381		$	172,502		$	172,696		$	174,906		$	155,696
Amortization of debt issuance/discount	26,920			9,854			16,510			17,226			18,410
Portion of rents representative of interest	1,199			1,405			1,606			1,443			1,359
Total fixed charges	$	193,500		$	183,761		$	190,812		$	193,575		$	175,465
Ratio of earnings to fixed charges	1.9			—			1.9			4.6			—
Earnings insufficient to cover fixed charges	N/A			$	(2,666,599	)	N/A			N/A			$	(919,561	)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of Quicksilver Resources Inc. for the offer to exchange up to $325 million of its 11.000% Senior Notes due 2021 and to the incorporation by reference therein of our reports dated March 17, 2013, with respect to the consolidated financial statements of Quicksilver Resources Inc., and the effectiveness of internal control over financial reporting of Quicksilver Resources Inc., included in its Annual Report (Form 10-K/A) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Fort Worth, Texas

April 1, 2014

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated April 15, 2012, relating to the consolidated financial statements of Quicksilver Resources Inc. and subsidiaries for the year ended December 31, 2011, appearing in the Annual Report on Form 10-K/A of Quicksilver Resources Inc. for the year ended December 31, 2013 and the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Fort Worth, Texas

April 1, 2014

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

PetroTechnical Services Division of Schlumberger Technology Corporation consents to the incorporation by reference in this Registration Statement on Form S-4 of information contained in our reports, as of 31 December 2013, 2012 and 2011, setting forth the estimates of revenues from the oil and gas reserves of Quicksilver Resources Inc. and its subsidiaries appearing in the Annual Report on Form 10-K/A, of Quicksilver Resources Inc. for the year ended 31 December 2013. We also consent to the reference to our firm under the caption “Reserve Engineers” included in the prospectus.

PetroTechnical Services

Division of Schlumberger Technology Corporation

By:/s/ Charles M. Boyer

Charles M. Boyer II, PG, CPG

Northeast Basin Business Manager

Advisor - Unconventional Reservoirs

1 April 2014

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the incorporation by reference in this registration statement on Form S-4 of Quicksilver Resources Inc. (“Quicksilver”) and the related prospectus of the reference to and report of LaRoche Petroleum Consultants contained in Quicksilver’s Annual Report on Form 10-K/A for the year ended December 31, 2013, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption “Reserve Engineers” included in the prospectus.

LaROCHE PETROLEUM CONSULTANTS, LTD.

By: /s/ Stephen W. Daniel

Stephen W. Daniel

Partner

Dallas, Texas

April 1, 2014

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

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

(Exact name of trustee as specified in its charter)

	95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. Employer Identification No.)
400 South Hope Street Suite 400 Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

QUICKSILVER RESOURCES INC.
(Exact name of obligor as specified in its charter)
Delaware	75-2756163
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Cowtown Pipeline Funding, Inc.
(Exact name of obligor as specified in its charter)
Delaware	42-1639774
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Cowtown Pipeline Management, Inc.
(Exact name of obligor as specified in its charter)
Texas	42-1639771
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Cowtown Pipeline L.P.
(Exact name of obligor as specified in its charter)
Texas	42-1639769
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Cowtown Gas Processing L.P.
(Exact name of obligor as specified in its charter)
Texas	20-2391404
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Barnett Shale Operating LLC
(Exact name of obligor as specified in its charter)
Delaware	45-4110257
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Silver Stream Pipeline Company LLC
(Exact name of obligor as specified in its charter)
Delaware	45-4669384
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
QPP Parent LLC
(Exact name of obligor as specified in its charter)
Delaware	45-5498748
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
QPP Holdings LLC
(Exact name of obligor as specified in its charter)
Delaware	45-5510057
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

801 Cherry Street Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip code)

11.000% Senior Notes due 2021

and Guarantees of 11.000% Senior Notes due 2021

(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

1

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 27th day of March, 2014.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/	Teresa Petta
Name:		Teresa Petta
Title:		Vice President

2

EXHIBIT 7

Consolidated Report of Condition of

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

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business December 31, 2013, published in accordance with Federal regulatory authority instructions.

Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin					796
Interest-bearing balances					321
Securities:
Held-to-maturity securities					—
Available-for-sale securities			691,235
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			129,700
Securities purchased under agreements to resell					—
Loans and lease financing receivables:
Loans and leases held for sale					—
Loans and leases, net of unearned income					—
LESS: Allowance for loan and lease losses					—
Loans and leases, net of unearned income and allowance					—
Trading assets					—
Premises and fixed assets (including capitalized leases)				4,266
Other real estate owned					—
Investments in unconsolidated subsidiaries and associated companies					—
Direct and indirect investments in real estate ventures					—
Intangible assets:
Goodwill			856,313
Other intangible assets			130,642
Other assets			123,133
Total assets	$	1,936,406

LIABILITIES
Deposits:
In domestic offices				811
Noninterest-bearing				811
Interest-bearing				—
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased				—
Securities sold under agreements to repurchase				—
Trading liabilities				—
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)				—
Not applicable
Not applicable
Subordinated notes and debentures				—
Other liabilities		246,334
Total liabilities		247,145
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus				—
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)	1,121,832
Not available
Retained earnings		564,169
Accumulated other comprehensive income			2,260
Other equity capital components				—
Not available
Total bank equity capital	1,689,261
Noncontrolling (minority) interests in consolidated subsidiaries				—
Total equity capital	1,689,261
Total liabilities and equity capital	1,936,406

I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Cherisse Waligura         )         CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, President	)
Antonio I. Portuondo, Director	)        Directors (Trustees)
William D. Lindelof, Director	)

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

QUICKSILVER RESOURCES INC.

Offer to Exchange Its
New 11.000% Senior Notes due 2021(Registered Under The Securities Act of 1933)
For Any and All of Its Outstanding
11.000% Senior Notes due 2021

Pursuant to the Prospectus
Dated , 2014

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2014 UNLESS THE OFFER IS EXTENDED.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

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

By Hand, Overnight Delivery, Registered or Certified Mail: 
The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Adam DeCapio Facsimile Transmissions: 
732-667-9408

To Confirm by Telephone
or for Information: 315-414-3360

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) if Old Notes are to be forwarded herewith and, unless your Old Notes are held through The Depository Trust Company (“DTC”), should be accompanied by the certificates for the Old Notes. If tenders of Old Notes are to be made by book-entry transfer to an account maintained by The Bank Of New York Mellon Trust Company, N.A. (the “Exchange Agent”) at DTC pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” in the Prospectus and in accordance with the Automated Tender Offer Program (“ATOP”) established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP and need not deliver a letter of transmittal if an agent's message is transmitted in lieu thereof.

Holders of Old Notes whose certificates (the “certificates”) for such Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the expiration date (as defined in the Prospectus) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus. SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OLD NOTES TENDERED
Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank)	Old Notes Tendered (attach additional list if necessary)
	Certificate Number(s)*	Principal Amount of Old Notes	Principal Amount of Old Notes Tendered (if less than all)**
	Total Amount Tendered

* Need not be completed by book-entry holders.

** Old Notes may be tendered in whole or in part in denominations of $2,000 and multiples of $1,000 in excess thereof provided than any untendered portion of an old note must be in a minimum principal amount of $2,000. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

DTC Account Number

Transaction Code Number

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Window Ticket Number (if any)

Date of Execution of Notice of Guaranteed Delivery

Name of Institution which Guaranteed

If Guaranteed Delivery is to be made By Book-Entry Transfer:

Name of Tendering Institution

DTC Account Number

Transaction Code Number

CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address:

Ladies and Gentlemen:

The undersigned hereby tenders to Quicksilver Resources Inc., a Delaware corporation (the “Company”), the principal amount of the Company’s 11.000% Senior Notes due 2021 (the “Old Notes”) specified above in exchange for a like aggregate principal amount of the Company’s new 11.000% Senior Notes due 2021 (the “Notes”), upon the terms and subject to the conditions set forth in the Prospectus dated , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the “Securities Act”).

Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Notes to be issued in exchange for such Old Notes, (ii) present certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes or on a DTC security position listing. The certificate number(s) (if applicable) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, certificates for such unaccepted or nonexchanged Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in “The Exchange Offer—Procedures for Tendering Old Notes” in the Prospectus and in the instructions hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the

account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver Notes to the undersigned at the address shown below the undersigned’s signature.

By tendering Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that

(i)    the undersigned is not an “affiliate” of the Company,

(ii)    any Notes to be received by the undersigned are being acquired in the ordinary course of its business, and

(iii) the undersigned has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such Notes.

By tendering Old Notes pursuant to the exchange offer and executing, or otherwise becoming bound by, this letter of transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Old Notes held by the broker-dealer are held only as a nominee, or (b) such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act).

The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the expiration date (subject to extension under certain limited circumstances) or, if earlier, when all such Notes have been disposed of by such participating broker-dealer. In that regard, each broker dealer who acquired Old Notes for its own account as a result of market-making or other trading activities (a “participating broker-dealer”), by tendering such Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained in the prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Notes pursuant to the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to the participating broker-dealer or the Company has given notice that the sale of the Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Notes, it shall extend the 180-day period referred to above during which participating broker-dealers are entitled to use the prospectus in connection with the resale of Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended prospectus necessary to permit resales of the Notes or to and including the date on which the Company has given notice that the sale of Notes may be resumed, as the case may be.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

HOLDER(S) SIGN HERE (See Instructions 2, 5 and 6)
(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer’s full title. See Instruction 5.
(Signature(s) of Noteholder(s))
Date	, 20__
Name(s)
(Please Print)
Capacity
(Include Full Title)
Address
(Include Zip Code)
Area Code and Telephone Number
(Tax Identification or Social Security Number(s))
GUARANTEE OF SIGNATURE(S)
(See Instructions 2 and 5)
Authorized Signature
Name
(Please Print)
Date	, 20__
Capacity or Title
Name of Firm
Address
(Include Zip Code)
Area Code and Telephone Number

SPECIAL ISSUANCE INSTRUCTIONS	SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6)	(See Instructions 1, 5 and 6)
To be completed ONLY if the Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above.	To be completed ONLY if Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.
Issue Notes to:	Mail Notes to:
Name	Name
(Please Print)	(Please Print)
Address	Address
(Include Zip Code)	(Include Zip Code)
(Taxpayer Identification or Social Security Number)	(Taxpayer Identification or Social Security Number)

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer

1.    DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed if certificates are to be forwarded herewith and, unless your Old Notes are held through DTC, should be accompanied by the certificates for the Old Notes. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees or an agent's message in lieu thereof, must be received by the Exchange Agent at its address set forth herein on or prior to the expiration date. Old Notes may be tendered in whole or in part in the principal amount of $2,000 and multiples of $1,000 in excess thereof provided than any untendered portion of an Old Note must be in a minimum principal amount of $2,000.

Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes and this Letter of Transmittal to the Exchange Agent on or prior to the expiration date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the expiration date; (iii) the certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Notes, in proper form for transfer; and (iv) a duly executed letter of transmittal or an agent's message in lieu thereof, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the expiration date. As used herein and in the Prospectus, “Eligible Institution” means a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States.

THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent’s Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender.

2.    GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if:

(i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

(ii)    such Old Notes are tendered for the account of a firm that is an Eligible Institution.

In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

3.    INADEQUATE SPACE. If the space provided in the box captioned “Description of Old Notes Tendered” is inadequate, the certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

4.    PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted only in the principal amount of $2,000 and multiples of $1,000 in excess thereof provided than any untendered portion of an Old Note must be in a minimum principal amount of $2,000. If less than all the Old Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled “Principal Amount of Old Notes Tendered (if less than all).” In such case, new certificate(s) for the remainder of the Old Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Old Note, promptly after the expiration date. All Old Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the expiration date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes) and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing holder. If certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates, the withdrawing holder must submit the serial numbers of the particular certificates for the Old Notes to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The Exchange Offer—Book-Entry Transfer,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and otherwise comply with the procedures of such facility. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the expiration date by following one of the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering Old Notes.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry procedures described in the Prospectus under “The Exchange Offer—Book-Entry Transfer,” such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

5.    SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) or on a DTC security position listing without alteration, enlargement or any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates.

If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons’ authority to so act must be submitted.

When this Letter of Transmittal is signed by the registered holder(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or written instrument or instruments of transfer or exchange are required unless Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes listed, the certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s), in either case signed exactly as the name or names of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

6.    SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

7.    IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

8.    QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance with respect to the procedures for tendering Old Notes or withdrawing such tenders may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9.    LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

10.    SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register Notes in the name of or request that Old Notes not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
OR AN AGENT’S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
For Tender Of
11.000% Senior Notes due 2021of
Quicksilver Resources Inc.

This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company’s (as defined below) 11.000% Senior Notes due 2021 (the “Old Notes”) are not immediately available, (ii) Old Notes and the Letter of Transmittal cannot be delivered to The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”) on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission, overnight courier, telex, telegram or mail to the Exchange Agent. See “The Exchange Offer – Guaranteed Delivery Procedures” in the Prospectus dated , 2014 (which, together with the related Letter of Transmittal, constitutes the “Exchange Offer”) of Quicksilver Resources Inc., a Delaware corporation (the “Company”).

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon Trust Company, N.A.

By Hand, Overnight Delivery, Registered or Certified Mail: 
The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon Corporation
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Adam DeCapio Facsimile Transmissions: 
732-667-9408

To Confirm by Telephone
or for Information: 315-414-3360

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL.

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for Signature Guarantee)

The undersigned, a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent, at its address set forth above, either the certificates for all physically tendered Old Notes, in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, and the letter of transmittal or an agent's message in lieu thereof in either case together with any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

The undersigned acknowledges that it must deliver the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)		(Please type or print)
Area Code and Telephone Number:	Date:

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

EX-99.3

Exhibit 99.3

Offer to Exchange
New 11.000% Senior Notes due 2021(Registered Under The Securities Act of 1933)
for Any and All Outstanding
11.000% Senior Notes due 2021of
QUICKSILVER RESOURCES INC.

To Our Clients:

Enclosed is a Prospectus, dated , 2014, of Quicksilver Resources Inc., Delaware (the “Company”), and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Company to exchange its new 11.000% Senior Notes due 2021 (the “Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 11.000% Senior Notes due 2021 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2014 unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such Notes. If the tendering holder is a broker-dealer that will receive Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the

Securities Act in connection with any resale of such Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

EX-99.4

Exhibit 99.4

Offer to Exchange
New 11.000% Senior Notes due 2021(Registered under the Securities Act of 1933)
for Any and All Outstanding
11.000% Senior Notes due 2021of
Quicksilver Resources Inc.

To Registered Holders and The Depository
Trust Company Participants:

Enclosed are the materials listed below relating to the offer by Quicksilver Resources Inc., a Delaware corporation (the “Company”), to exchange its new 11.000% Senior Notes due 2021 (the “Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 11.000% Senior Notes due 2021 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Company’s Prospectus, dated , 2014, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1. Prospectus dated , 2014;

2. Letter of Transmittal;

3. Notice of Guaranteed Delivery;

4. Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and

5. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2014 unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any Notes to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such Notes. If the tendering holder is a broker-dealer that will receive Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to

be exchanged for the Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

Quicksilver Resources Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF QUICKSILVER RESOURCES INC. OR THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

EX-99.5

Exhibit 99.5

INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
QUICKSILVER RESOURCES INC.11.000% Senior Notes due 2021(the “Old Notes”)

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

The undersigned hereby acknowledges receipt of the Prospectus dated , 2014 (the “Prospectus”) of Quicksilver Resources Inc., a Delaware corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$___________ of the 11.000% Senior Notes due 2021

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any) ($2,000 and integral multiples of $1,000 in excess thereof, provided that the untendered portion of Old Notes must be in a minimum principal amount of $2,000):

$___________ of the 11.000% Senior Notes due 2021

¨ NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” of the Company, (ii) any Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such Notes. If the undersigned is a broker-dealer that will receive Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date: