Item 1.01. Entry Into a Material Definitive Agreement.
On May 28, 2009, Quicksilver Resources Inc. (the "Company") and Quicksilver
Resources Canada Inc. (the "Canadian Company") entered into a combined amendment
to its respective amended and restated revolving credit agreement, each dated
February 9, 2007, among the Company, the Canadian Company, the U.S. lenders
party thereto, the Canadian lenders party thereto, JPMorgan Chase Bank, N.A. as
Global Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch as
Canadian Administrative Agent (the "Combined Revolver Amendment"). On June 17,
2009, the Company entered into an amendment to its term loan credit agreement
dated August 8, 2008 (the facility thereunder, the "Term Facility") among the
Company, the lenders party thereto (the "Term Lenders") and Credit Suisse, as
Administrative Agent (the "Term Amendment", and together with the Combined
Revolver Amendment, the "Amendments").
The Combined Revolver Amendment provides the Company and the Canadian Company
the ability to incur additional indebtedness on terms substantially consistent
with the Company's existing senior notes, which additional indebtedness shall
have: (a) an aggregate yield to maturity not to exceed 14%, (b) a maturity date
no earlier than 6 years after the date of issuance, (c) an aggregate principal
amount not to exceed $600,000,000, and (d) no scheduled amortization of
principal; provided that such additional indebtedness must be issued prior to
August 1, 2009. The net proceeds of such additional indebtedness shall be
applied towards prepayment of the outstanding loans under the Term Facility.
Such additional indebtedness shall be secured pari passu with the Company's
existing senior notes and the Term Facility until the Term Facility shall have
been repaid in full and the liens securing the Term Facility and the existing
senior notes shall have been released. The Term Facility as amended by the Term
Amendment also correspondingly permits the Company to incur such additional
debt.
The Amendments also enhance the Company's financial flexibility by relaxing
the Company's asset coverage covenants through March 31, 2010. As amended, the
total debt asset coverage ratio through March 31, 2010 must be no less than 1.30
to 1.00 and the total secured debt asset coverage ratio through March 31, 2010
must be no less than 1.60 to 1.00.
The Combined Revolver Amendment also restricts the ability of the Company to
extend, renew, refinance or replace the existing subordinate debt, the permitted
senior notes debt, the permitted 2009 senior notes debt and the second-lien term
debt (all as defined therein). The Company shall only be able to renew, extend,
refinance or replace the foregoing indebtedness if such refinanced indebtedness
shall not result in, among other restrictions described in the Combined Revolver
Amendment, (a) an increase in the maximum aggregate principal amount of such
indebtedness, except to the extent such increase is for customary fees and
expenses, (b) an increase in the rate of interest payable in cash with respect
to such indebtedness, (c) a shortening of the average weighted maturity of the
indebtedness so extended, refinanced, replaced or renewed and (d) terms less
favorable to the obligor thereunder than the terms of such indebtedness in
effect immediately prior to such renewal, extension, refinancing or replacement
thereof. The Combined Revolver Amendment also amended the debt basket for the
loans made under the Term Facility to include the additional indebtedness
permitted under the Combined Revolver Amendment and reduced the basket from
$700,000,000 to $650,000,000.
Interest rates for borrowings under the Term Facility after June 30, 2009
were revised (depending on the type of borrowing) from LIBOR plus 4.50% to LIBOR
plus 7.00%, subject to an interest rate floor of 3.25% per annum, in the case of
Eurodollar rate borrowings, and from alternate base rate plus 3.50% to alternate
base rate plus 6.00% per annum, in the case of alternate base rate borrowings,
in each case, in addition to any incremental applicable margins applicable
thereto. The alternate base rate borrowing was also amended to include a floor
of one-month LIBOR plus 1.00%. The Company also agreed to pay to the Term
Lenders a duration fee of 0.50% of the aggregate principal amount of the term
loans of such Term Lender outstanding as of June 30, 2009. In respect of the
Term Amendment, the Company also paid an amendment fee equal to 0.25% of the
term loans held by the Term Lenders executing the amendment on June 3, 2009.
The foregoing summary is not intended to be complete and is qualified in its
entirety by the full text of the Combined Revolver Amendment and the Term
Amendment, copies of which are attached as Exhibits 10.1 and 10.2 and are
incorporated herein by reference.
Certain of the parties to the Amendments and their respective affiliates
have, from time to time, performed, and may in the future perform, various
financial, advisory, commercial banking and investment banking services for the
Company and the Company's affiliates in the ordinary course of business for fees
and expenses.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Eighth Amendment to Combined Credit Agreements, dated as of May 28,
2009, among Quicksilver Resources Inc., Quicksilver Resources Canada
Inc. and the agents and combined lenders indentified therein.
10.2 Amendment No. 1 to Credit Agreement, dated as of June 3, 2009, among
Quicksilver Resources Inc., the lenders party thereto and Credit
Suisse, Cayman Islands Branch, as administrative agent.
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