Exhibit
10.1
SIXTH AMENDMENT
TO
NOTE PURCHASE
AGREEMENT
Dated as of November 28,
2005
AMONG
QUICKSILVER RESOURCES
INC.,
AS I SSUER ,
THE GUARANTORS,
BNP PARIBAS,
AS C OLLATERAL A GENT ,
AND
THE PURCHASERS PARTY
HERETO
SIXTH AMENDMENT TO NOTE PURCHASE
AGREEMENT
THIS SIXTH AMENDMENT TO NOTE
PURCHASE AGREEMENT (this
“ Sixth Amendment ”) dated as of
November 28, 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, the Fourth Amendment to Note
Purchase Agreement dated as of April 12, 2005 and the Fifth
Amendment to Note Purchase Agreement dated as of June 24, 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 Sixth Amendment. Unless otherwise indicated, all
references to sections or schedules in this Sixth 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
“$450,000,000” in the third line thereof and replacing
it with “$600,000,000”.
2.2 Amendment to
Section 9.1(g)(ii) . Section 9.1(g)(ii) is hereby
deleted and the following inserted in lieu thereof:
(ii) the Company may declare and pay
dividends with respect to its Equity Interests payable solely in
additional shares of its Equity Interests (other than Disqualified
Capital Stock) and, at the Company’s election, any cash
consideration permitted by Section 9.1(g)(vii)
hereof;
2.3 Amendment to Section
9.1(g) . Section 9.1(g) is further amended by deleting the
word “and” after clause (v) thereof, deleting the
period at the end of clause (vi) thereof and replacing it with
the following new clause (vii) after clause (vi):
; and (vii) the Company may
redeem or purchase any fractional shares of its Equity Interests,
and/or pay cash in lieu of issuing any such fractional shares, in
connection with any stock split of, stock dividend on, and/or any
other transaction that would otherwise result in fractional shares
of, its Equity Interests, provided that, following the Sixth
Amendment Effective Date, the aggregate amount of cash
consideration paid to so redeem or purchase any such fractional
shares and/or paid in lieu of issuing any such fractional shares
does not exceed $500,000.
2.4 Amendment to
Section 9.1(q)(i) . The first sentence of
Section 9.1(q)(i) is hereby deleted and the following inserted
in lieu thereof:
(i) The Company will not at any time
on or after the Sixth Amendment Effective Date permit its ratio of
Adjusted Total NPV to Total Debt to be less than 1.5 to
1.0.
2.5 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:
“ Sixth Amendment
” means the Sixth Amendment to this Agreement entered into as
of November 28, 2005, among the Company, BNP Paribas and the
Purchasers party thereto.
“ Sixth Amendment Effective
Date ” means November 28, 2005.
(b) The
