Priority on Collateral and Structural Seniority ⁽¹⁾

Highest

priority

Lowest

priority

First Lien

Second Lien

Senior Unsecured

Senior Subordinated

Combined Credit
Agreements

Second Lien Term Loan

Second Lien Notes due 2019

2019
Senior Notes

2021
Senior Notes

Senior
Subordinated Notes

Principal amount ^{(1) (2)}

$325 million

$625 million

$200 million

$298 million

$325 million

$350 million

Scheduled maturity date ⁽³⁾

September 6, 2016

June 21, 2019

August 15, 2019

July 1, 2021

April 1, 2016

Springing maturity date ⁽³⁾

October 1, 2015

January 1, 2016

N/A

Interest rate on outstanding borrowings at September 30, 2014 ⁽⁴⁾

4.09%

7.00%

9.125%

11.00%

7.125%

Base interest rate

options ^{(5) (6)}

LIBOR, ABR, CDOR

LIBOR floor of 1.25%; ABR floor of 2.25%

LIBOR floor of 1.25%

N/A

Financial covenants ^{(7) (9)}

- Minimum current ratio of 1.0
- Minimum EBITDA to cash interest expense ratio of 1.10
- Maximum senior secured debt leverage ratio of 2.0

N/A

Significant restrictive covenants ⁽⁸⁾⁽⁹⁾

- Incurrence of debt
- Incurrence of liens
- Payment of dividends
- Equity purchases
- Asset sales
- Affiliate transactions
- Limitations on derivatives and investments

- Incurrence of debt
- Incurrence of liens and 1st lien cap
-Payment of dividends
- Equity purchases
- Asset sales
- Affiliate transactions

- Incurrence of debt
- Incurrence of liens
-Payment of dividends
- Equity purchases
- Asset sales
- Affiliate transactions

Optional redemption ⁽⁹⁾

Any time

Any time, subject to re-pricing event
June 21,
2015: 101

August 15,
2014: 104.563
2015: 103.042
2016: 101.521
2017: par

July 1,
2019: 102.000
2020: par

Any time

Make-whole redemption ⁽⁹⁾

N/A

Callable prior
to July 1, 2019
at make-whole
call price of
Treasury +50 bps

N/A

Change of control ⁽⁹⁾

Event of default

Put at 101%
of principal
plus accrued
interest

Equity clawback ⁽⁹⁾

N/A

Redeemable until
July 1, 2016
at 111.00%,
plus accrued
interest for
up to 35%

N/A

Estimated fair value ⁽¹⁰⁾

$276.0 million

$568.8 million

$182.0 million

$186.3 million

$213.7 million

$136.5 million

⁽¹⁾

Borrowings under the Amended and Restated U.S. Credit Facility, Second Lien Term Loan and Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Second Lien Term Loan and the Second Lien Notes due 2019) 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 Resources Canada Inc. (“Quicksilver Canada”) and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its 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 Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of Quicksilver Canada's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.


⁽²⁾	The principal amount for the Combined Credit Agreements represents the global borrowing base as of September 30, 2014.

⁽³⁾

The Combined Credit Agreements are required to be repaid 91 days prior to the maturity of the Senior Subordinated Notes, the Second Lien Term Loan or the Second Lien Notes due 2019, if on the applicable date any amount of such debt remains outstanding. The Second Lien Term Loan and Second Lien Notes due 2019 are required to be repaid (1) 91 days prior to the maturity of the 2019 Senior Notes if more than $100 million of the 2019 Senior Notes remain outstanding and (2) 91 days prior to the maturity of the Senior Subordinated Notes if on the applicable date the amount remaining outstanding is greater than $100 million. As of September 30, 2014, as presently structured and assuming no changes in the amounts outstanding, amounts outstanding under the Combined Credit Agreements would be due on October 1, 2015 and the Second Lien Term Loan and Second Lien Notes due 2019 would be due on January 1, 2016.


⁽⁴⁾	Represents the weighted average borrowing rate payable to lenders.

⁽⁵⁾

Amounts outstanding under the Amended and Restated U.S. Credit Facility bear interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) ABR (as defined in the Amended and Restated 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% and 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾

Amounts outstanding under the Amended and Restated Canadian Credit Facility bear interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% and (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%. We pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin, with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.


⁽⁷⁾	As of September 30, 2014, the future minimum required interest coverage ratio for the Combined Credit Agreements is as follows:



Period	Interest Coverage Ratio	Period	Interest Coverage Ratio
Q4 2014	1.10	Q4 2015	1.20
Q1 2015	1.10	Q1 2016	1.50
Q2 2015	1.15	Q2 2016	2.00
Q3 2015	1.15

In November 2014, the Combined Credit Agreements were amended to eliminate the requirement to meet the minimum interest coverage ratio covenant beginning in the fourth quarter of 2014 through and including the fourth quarter of 2015. A minimum EBITDAX covenant was added beginning in the fourth quarter of 2014 through and including the fourth quarter of 2015 that requires the following minimum EBITDAX levels:



	Minimum EBITDAX Covenant
	(in millions)
Three months ending December 31, 2014	$	30.0
Six months ending March 31, 2015	59.0
Nine months ending June 30, 2015	87.25
Twelve months ending September 30, 2015	120.5
Twelve months ending December 31, 2015	122.0


⁽⁸⁾	Our indentures require us to reinvest or repay senior debt with net cash proceeds from certain asset sales within one year.


⁽⁹⁾	The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽¹⁰⁾

The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Second Lien Term Loan and Second Lien Notes due 2019 feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements which have a variable interest rate to have a fair value equal to their carrying value (“Level 1” input).