Exhibit
10.2
FIFTH AMENDMENT
TO
NOTE PURCHASE
AGREEMENT
Dated as of June 24,
2005
AMONG
QUICKSILVER RESOURCES
INC.,
AS I SSUER ,
THE GUARANTORS,
BNP PARIBAS,
AS C OLLATERAL A GENT ,
AND
THE PURCHASERS PARTY
HERETO
FIFTH AMENDMENT TO NOTE PURCHASE
AGREEMENT
THIS FIFTH AMENDMENT TO NOTE
PURCHASE AGREEMENT (this
“ Fifth Amendment ”) dated as of June 24, 2005,
is among QUICKSILVER RESOURCES INC., a Delaware corporation (the
“ Company ”); each of the undersigned Guarantors
(collectively, the “ Guarantors ”); BNP PARIBAS,
as collateral agent (in such capacity, together with its successors
in such capacity, the “ Collateral Agent ”) for
the purchasers party to the Note Purchase Agreement referred to
below (collectively, the “ Purchasers ”); and
each of the undersigned Purchasers.
R E C I T A L
S
A. The Company, the Collateral Agent
and the Purchasers are parties to that certain Note Purchase
Agreement dated as of June 27, 2003, as amended by the First
Amendment to Note Purchase Agreement dated as of January 30, 2004,
the Second Amendment to Note Purchase Agreement dated as of July
28, 2004, the Third Amendment to Note Purchase Agreement dated as
of September 14, 2004, and the Fourth Amendment to Note Purchase
Agreement dated as of April 12, 2005 (as amended, the “
Note Purchase Agreement ”), pursuant to which the
Purchasers have purchased $70 million of the Company’s
Floating and Fixed Rate Senior Subordinated Second Lien Mortgage
Notes due December 31, 2006 (the “ Notes
”).
B. The Company has requested and the
Purchasers have agreed to amend certain provisions of the Note
Purchase Agreement.
C. NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained, for good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as
follows:
Section 1. Defined Terms .
Each capitalized term used herein but not otherwise defined herein
has the meaning given such term in the Note Purchase Agreement, as
amended by this Fifth Amendment. Unless otherwise indicated, all
references to sections or schedules in this Fifth Amendment refer
to sections of, or schedules to, the Note Purchase
Agreement.
Section 2. Amendments to Note
Purchase Agreement .
2.1 Amendment to Section
5.1(l) . Section 5.1(l) is hereby amended by inserting the
words “As of the date of the Fifth Amendment,” at the
beginning of each of the sentences contained in clauses (i), (ii)
and (iii) and making lower case the previous first word in each of
such sentences.
2.2 Amendment to Section
9.1(h) . The first sentence of Section 9.1(h) is hereby amended
by adding “or” after subsection (vi), replacing the
period following subsection (vii) and replacing it with
“;”, and inserting the following subsections (viii) and
(ix) following subsection (vii):
“(viii) the sale, assignment
or transfer of a portion of an Equity Interest in any Investment
Subsidiary to an unaffiliated third party; provided that
the
consideration received in respect of
such sale, assignment or other disposition shall be equal to or
greater than the fair market value of such Equity Interest in such
Investment Subsidiary sold, assigned or transferred, or (ix) the
sale, assignment or transfer of any portion of an Equity Interest
in an Investment Entity, provided that the consideration received
in respect of such sale, assignment or other disposition shall be
equal to or greater than the fair market value of such Equity
Interest in such Investment Entity sold, assigned or
transferred.”
2.3 Amendments to Schedule B
. The definitions in Schedule B are hereby added or amended as
follows:
(a) The following definitions are
hereby added in the appropriate alphabetical order:
“ “ Fifth
Amendment ” means the Fifth Amendment to this Agreement
entered into as of June 24, 2005, among the Company, BNP Paribas
and the Purchasers party thereto.”
“ “ Investment
Entity ” means any Person which is (a) not an Investment
Subsidiary or a Guarantor and (b) owns, leases, holds and/or is
party to (i) any Oil and Gas Properties, (ii) any gas processing or
gas gathering systems, (iii) any farm-out, farm-in, joint
operating, joint venture or area of mutual interest agreements
and/or (iv) any gas gathering systems, pipelines or other similar
arrangements, in each case located within or related to the
geographic boundaries of the United States of America or
Canada.”
“ “ Investment
Subsidiary ” means any direct or indirect Subsidiaries of
the Company (other than Guarantors) that own, lease, hold and/or
are party to (a) any Oil and Gas Properties, (b) any gas processing
or gas gathering systems, (c) any farm-out, farm-in, joint
operating, joint venture or area of mutual interest agreements
and/or (d) any gas gathering systems, pipelines or other similar
arrangements, in each case located within or related to the
geographic boundaries of the United States of America or Canada.
Notwithstanding anything to the contrary contained herein or in any
other Transaction Document, Investment Subsidiaries shall be deemed
not to be Subsidiaries of the Company for purposes of Sections
5.1(i), 9.1(a), 9.1(b), 9.1(c), 9.1(f), 9.1(g), 9.1(h), 9.1(k) and
9.1(l).”
(b) The definition of “
Applicable Margin ” is hereby amended and restated in
its entirety as follows:
“ “ Applicable
Margin ” means, for any day, with respect to any Floating
Rate Note while the Adjusted LIBO Rate is in effect, a rate per
annum equal to 4.06% and, while the Alternate Base Rate is in
effect, a rate per annum equal to 2.52%.”
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