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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 ”):
3.1 On or prior to the
Effective Date, (a) the Collateral Agent and each Purchaser shall
have received all fees and other amounts due and payable in
connection with this Fourth Amendment in accordance with Section
14.1 of the Note Purchase Agreement and (b) each Purchaser shall
have received, for its own account, a working fee equal to
$10,000.
3.2 The Collateral Agent
shall have received from all of the Purchasers, the Senior
Indebtedness Representative, the Company and the Guarantors
counterparts (in such number as may be requested by the Collateral
Agent) of this Fourth Amendment signed on behalf of such
Persons.
3.3 No Default shall have
occurred and be continuing, after giving effect to the terms of
this Fourth Amendment.
3.4 The Collateral Agent
shall have received such other documents as the Collateral Agent or
special counsel to the Collateral Agent may reasonably
request.
The Collateral Agent shall notify the
Company and the Purchasers in writing of the Effective
Date.
Section 4.
Miscellaneous .
4.1 Confirmation . The
provisions of the Note Purchase Agreement, as amended by this
Fourth Amendment, shall remain in full force and effect following
the effectiveness of this Fourth Amendment.
4.2 Ratification and
Affirmation; Representations and Warranties . The Company and
each Guarantor hereby (i) acknowledges the terms of this Fourth
Amendment; (ii) ratifies and affirms its obligations under, and
acknowledges, renews and extends its continued liability under,
each Transaction Document to which it is a party and agrees that
each Tr
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