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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 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.)
 
 
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.)
 
 
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)

 
 
 
Debt Securities
and Guarantees of Debt Securities
(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 Houston, and State of Texas, on the 28th day of July, 2014.
 
 
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
 
By:
/s/
Rafael Martinez
Name:
 
Rafael Martinez
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 March 31, 2014, 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
1,670
 
Interest-bearing balances
297

Securities:
Held-to-maturity securities
—

Available-for-sale securities
688,739
 
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold
135,000
 
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)
3,890
 
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
123,966
 
Other assets
122,558
 
Total assets
$
1,932,433
 




LIABILITIES
 
 
 
 
Deposits:
 
 
 
 
In domestic offices
692

Noninterest-bearing
692

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
250,184
 
Total liabilities
250,876
 
Not applicable
 
 
 
 
 
 
 
 
 
EQUITY CAPITAL
 
 
 
 
Perpetual preferred stock and related surplus
—

Common stock
1,000
 
Surplus (exclude all surplus related to preferred stock)
1,122,030
 
Not available
 
 
 
 
Retained earnings
557,284
 
Accumulated other comprehensive income
1,243
 
Other equity capital components
 
 
 
—

Not available
 
 
 
 
Total bank equity capital
1,681,557
 
Noncontrolling (minority) interests in consolidated subsidiaries
—

Total equity capital
1,681,557
 
Total liabilities and equity capital
1,932,433
 
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
 
)