Exhibit
10.1
FOURTH AMENDMENT
TO
NOTE PURCHASE
AGREEMENT
Dated as of April 12,
2005
AMONG
QUICKSILVER RESOURCES,
INC.,
AS I SSUER ,
THE GUARANTORS,
BNP PARIBAS,
AS C OLLATERAL A GENT ,
AND
THE PURCHASERS PARTY
HERETO
FOURTH AMENDMENT TO NOTE PURCHASE
AGREEMENT
THIS FOURTH AMENDMENT TO NOTE
PURCHASE AGREEMENT (this
“ Fourth Amendment ”) dated as of April 12,
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.
RECITALS
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 and the Third Amendment to Note Purchase Agreement dated
as of September 14, 2004 (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 Fourth Amendment. Unless otherwise indicated, all
references to sections or schedules in this Fourth Amendment refer
to sections of, or schedules to, the Note Purchase
Agreement.
Section 2. Amendments to Note
Purchase Agreement .
2.1 Amendment to Section
9.1(a)(iii)(A) . Section 9.1(a)(iii)(A) is hereby amended by
deleting the reference to “$300,000,000” in the third
line thereof and replacing it with
“$450,000,000”.
2.2 Amendments to Schedule B
. The definitions in Schedule B are hereby amended as
follows:
(a) The definition of “
Permitted Investments ” is hereby amended by deleting
each reference to “$10,000,000” in clauses (iii) and
(iv) of subsection (g) of such definition and replacing it with
“$20,000,000”.
(b) The definition of “
Permitted Liens ” is hereby amended by deleting the
word “and” after the semicolon in clause (g) thereof;
deleting the period at the end of clause (h) thereof and replacing
it with “; and”; and adding the following clause (i)
after clause (h) thereof:
(i) Liens not otherwise permitted by
clauses (a) through (h) of this definition; provided that neither
(A) the aggregate outstanding principal amount of the obligations
of the Company and any Subsidiary secured thereby nor (B) the fair
market value of the assets subject thereto, exceeds $10,000,000 in
the aggregate at any time.
(c) The definition of “
Senior Indebtedness ” is hereby amended by deleting
each reference to “$300,000,000” wherever it appears in
such definition and replacing it with
“$450,000,000”.
2.3 Amendment to Disclosure
Schedule . Schedule C-1 (the Disclosure Schedule) is hereby
amended and restated to read as set forth on Schedule C-1 attached
as Exhibit A to this Fourth Amendment, which supersedes and
replaces in its entirety Schedule C and Schedule C-1 to the Note
Purchase Agreement.
Section 3. Conditions
Precedent . This Fourth Amendment shall not become effective
until the date on which each of the following conditions is
satisfied (the “ Effective Date &
