KWK » Topics » Entry Into a Material Definitive Agreement.

This excerpt taken from the KWK 8-K filed May 22, 2009.
  Entry Into a Material Definitive Agreement.
 
On February 19, 2009, the Board of Directors of Quicksilver Resources Inc. approved the Quicksilver Resources Inc. Third Amended and Restated 2006 Equity Plan, subject to stockholder approval, and recommended that the Third Amended and Restated 2006 Equity Plan be submitted to Quicksilver’s stockholders at the annual meeting of stockholders in 2009.  On May 20, 2009, Quicksilver’s stockholders approved the Third Amended and Restated 2006 Equity Plan.
 
The Third Amended and Restated 2006 Equity Plan amends and restates the plan as previously in effect.  In general, the amendments to the plan increase (i) the balance of shares available for awards under the Plan to 15 million shares, (ii) the maximum number of shares that may be subject to awards of incentive stock options to 15 million shares, and (iii) the maximum number of shares that may be subject to awards granted to an individual during any calendar year to 1.5 million shares.  The foregoing description is qualified in its entirety by reference to the full text of the Third Amended and Restated 2006 Equity Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
This excerpt taken from the KWK 8-K filed May 19, 2009.
  Entry Into a Material Definitive Agreement.
 
On May 15, 2009, Quicksilver Resources Inc. (“Quicksilver”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with ENI US Operating Co. Inc. and ENI Petroleum US LLC (collectively, the “Buyers”) to sell to Buyers an undivided twenty-seven and five-tenths percent (27.5%) of Quicksilver’s undivided interests in certain oil and gas leases, royalty interests, mineral interests and related assets (the “Assets”) located in the Fort Worth Basin in the State of Texas for a purchase price payable at closing of $280,000,000 in cash.  The purchase price to be paid under the Purchase Agreement is subject to certain purchase price adjustments.
 
The transactions contemplated by the Purchase Agreement are expected to close on June 15, 2009, subject to the satisfaction or waiver of other customary closing conditions.  Possession of the Assets will be transferred at the closing, but certain associated financial benefits and burdens will be transferred effective as of April 1, 2009.
 
The Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations and closing conditions.  Subject to certain conditions and exceptions, the Purchase Agreement may be terminated prior to the closing under certain circumstances, including that (a) the parties mutually consent to the termination, (b) the closing has not occurred prior to the close of business on July 1, 2009, (c) there is a failure to perform in all material respects certain covenants, (d) there is a material breach of representations and warranties, (e) a casualty loss results in the decrease in the value of the Assets by at least $20,000,000 and (f) purchase price reductions on account of title defects and/or the loss of certain rights with respect to certain option properties exceeds $28,000,000.
 
The foregoing summary is not intended to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
 
This excerpt taken from the KWK 8-K filed May 25, 2006.

Item 1.01. Entry into a Material Definitive Agreement.

2006 Equity Plan

On March 17, 2006, the Board of Directors of Quicksilver approved the Quicksilver Resources Inc. 2006 Equity Plan, subject to stockholder approval, and recommended that the 2006 Equity Plan be submitted to Quicksilver’s stockholders at the annual meeting of stockholders in 2006. On May 23, 2006, Quicksilver’s stockholders approved the 2006 Equity Plan. The 2006 Equity Plan provides for grants of stock options, appreciation rights, restricted shares, restricted stock units, performances shares and performances units and senior executive plan bonuses. Executive officers, other employees, consultants and non-employee directors of Quicksilver or a subsidiary of Quicksilver are eligible to participate in the 2006 Equity Plan.

Non-employee directors in office on the first business day of each year during the term of the 2006 Equity Plan will receive a grant of (i) restricted shares having a value equal to $60,000 as of the date of grant and (ii) $60,000 in cash, or at the election of the non-employee director (which election, if any, must be made on or prior to the last day of the preceding calendar year), either (a) an additional grant of restricted shares having a value equal to $60,000 as of the date of grant or (b) a stock option having a value equal to $60,000 as of the date of grant.

The foregoing description is qualified in its entirety by reference to the full text of the 2006 Equity Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forms of Award Agreements Under 2006 Equity Plan

On May 22, 2006, the Compensation Committee of the Board of Directors of Quicksilver approved the following forms of award agreements to evidence awards to employees of Quicksilver or a subsidiary of Quicksilver of restricted stock, restricted stock units, incentive stock options and non-qualified stock options granted under the 2006 Equity Plan:

 

    Restricted Share Agreement;

 

    Restricted Stock Unit Agreements;

 

    Incentive Stock Option Agreement; and

 

    Non-Qualified Stock Option Agreement

The forms of the Restricted Share Agreement, Restricted Stock Unit Agreements, Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement are attached as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

In addition, on May 23, 2006, the Board of Directors of Quicksilver approved a form of Restricted Share Agreement and a form of Non-Qualified Stock Option Agreement to evidence grants to non-employee directors of restricted stock and non-qualified stock options granted under the 2006 Equity Plan. The forms of the Restricted Share Agreement and Non-Qualified Stock Option Agreement are attached as Exhibits 10.7 and 10.8 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

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Non-Employee Director Compensation

On May 23, 2006, the Board of Directors of Quicksilver approved an increase in the cash portion of the annual fee payable to each of Quicksilver’s non-employee directors. In addition to the $60,000 cash payment (which was subject to a timely election to receive restricted stock or stock options in lieu of such cash payment) each non-employee director will receive an additional $46,250 in cash in 2006. The portion of the annual fee payable to each of Quicksilver’s non-employee directors in restricted stock for their services in 2006 was left unchanged at $60,000.

 

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This excerpt taken from the KWK 8-K filed Mar 21, 2006.

Item 1.01. Entry Into a Material Definitive Agreement.

On March 16, 2006, Quicksilver Resources Inc. (“Quicksilver”) and certain of its subsidiaries entered into the First Supplemental Indenture to the Indenture (the “Supplemental Indenture”), dated as of December 22, 2005 between Quicksilver and JP Morgan Chase Bank, National Association, as trustee (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”), in connection with the offer and sale of $350 million aggregate principal amount of Quicksilver’s 7 1/8% Senior Subordinated Notes due 2016.

Quicksilver will pay interest on the notes each April 1 and October 1, beginning October 1, 2006. The notes will mature on April 1, 2016. Quicksilver may redeem the notes on or after April 1, 2011 at the redemption prices described in the Indenture. Prior to April 1, 2011, Quicksilver may redeem the notes at a redemption price equal to 100% of the principal amount thereof, plus a “make whole” premium described in the Indenture. Prior to April 1, 2009, Quicksilver may redeem up to 35% of the notes using proceeds of certain equity offerings.

The notes are subject to the covenants in the Indenture, which include limitations on indebtedness, limitations on restricted payments, limitations on liens, limitations on restrictions or distributions from restricted subsidiaries, limitations on sales of assets and subsidiary stock, limitations on affiliate transactions and limitations on merger and consolidation.

The Indenture will contain customary events of default, including: (a) Quicksilver’s failure to pay principal or premium, if any, on any note when due at maturity; (b) Quicksilver’s failure to pay any interest on any note for 30 days after the interest becomes due; (c) Quicksilver’s failure to comply with its obligations under the merger and consolidation covenant; (d) Quicksilver’s failure to comply with its obligations under the change of control provisions of the Supplemental Indenture or any of the covenants described above for 30 days after written notice thereof; (e) Quicksilver’s failure to perform, or its breach of, any other covenant in the Indenture for 60 days after written notice thereof; (f) Quicksilver’s failure to redeem or repurchase any note when required to do so; (g) nonpayment at maturity or other default (beyond any applicable grace period) under any agreement or instrument relating to any other indebtedness of Quicksilver or a significant subsidiary, the unpaid principal amount of which is not less than $15 million, which default results in the acceleration of the maturity of the indebtedness; (h) specified events of bankruptcy, insolvency or reorganization involving Quicksilver or a significant subsidiary; (i) Quicksilver’s (or certain subsidiaries’) failure to pay final judgments aggregating in excess of $15 million which are not paid, discharged or stayed for a period of 60 days; and (j) any subsidiary guarantee of a significant subsidiary or group of subsidiary guarantors that would constitute a significant subsidiary ceases to be in full force and effect.

If an event of default resulting from specified events involving Quicksilver’s or a significant subsidiary’s bankruptcy, insolvency or reorganization has occurred and is continuing, the Indenture provides that the principal of, premium, if any, and accrued interest on the notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. If any other event of default occurs and is continuing, the Indenture provides that either the Trustee or the holders of at least 25% in principal amount of the notes may declare the principal amount of all the notes to be due and payable immediately.

 

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The First Supplemental Indenture is filed as Exhibit 4.1 to this Form 8-K and incorporated herein by reference.

This excerpt taken from the KWK 8-K filed Feb 22, 2006.

Item 1.01. Entry Into a Material Definitive Agreement.

 

On February 22, 2006, the Board of Directors of Quicksilver amended the Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan (the “Plan”). In general, the amendments (i) update the number of shares available under the Plan to reflect the stock split effected in the form of a stock dividend in June 2005, (ii) clarify the vesting schedule applicable to options issued thereunder, and (iii) facilitate compliance with Section 409A of the Internal Revenue Code. The foregoing description is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

This excerpt taken from the KWK 8-K filed Dec 1, 2005.

Item 1.01. Entry Into a Material Definitive Agreement.

 

Sixth Amendment to Note Purchase Agreement

 

On November 28, 2005, Quicksilver entered into the Sixth Amendment to Note Purchase Agreement among Beaver Creek Pipeline, L.L.C., Terra Energy Ltd., Mercury Michigan, Inc., GTG Pipeline Corporation, Terra Pipeline Company, Cowtown Pipeline Funding, Inc., Cowtown Pipeline Management, Inc. and Cowtown Pipeline L.P., as guarantors, BNP Paribas, as collateral agent, and Fortis Capital Corp., The Prudential Insurance Company of America and The Royal Bank of Scotland plc, as purchasers. The Sixth Amendment amends the Note Purchase Agreement to, among other things, increase the amount of senior indebtedness that Quicksilver is permitted to have outstanding by $150 million.

 

The foregoing description is qualified in its entirety by reference to the full text of the Sixth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Fourth Amendment to Combined Credit Agreements

 

On November 30, 2005, Quicksilver Resources Inc. and MGV Energy Inc. entered into the Fourth Amendment to Combined Credit Agreements among JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, BNP Paribas, Bank of America, N.A., Fortis Capital Corp., The Bank of Nova Scotia, Comerica Bank, The Royal Bank of Scotland plc, Calyon New York Branch, CIBC Inc., Compass Bank, Sterling Bank, Toronto Dominion (Texas) LLC, Harris Nesbitt Financing, Inc., Societe Generale, BNP Paribas (Canada), Bank of America, N.A. (by its Canada branch), Comerica Bank, Canada Branch, Canadian Imperial Bank of Commerce, Toronto Dominion Bank, Bank of Montreal, Societe Generale (Canada) and Fortis Capital (Canada) Ltd. as agents and combined lenders. The Fourth Amendment amends the Combined Credit Agreements to, among other things, (i) increase the availability under the Combined Credit Agreements by $200 million and (ii) increase the amount of other indebtedness that Quicksilver is permitted to have outstanding by $170 million, subject to the satisfaction of certain conditions (including the terms thereof being satisfactory to the lenders under the Combined Credit Agreements).

 

The foregoing description is qualified in its entirety by reference to the full text of the Fourth Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

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This excerpt taken from the KWK 8-K filed Jun 28, 2005.

Item 1.01. Entry Into a Material Definitive Agreement.

 

Third Amendment to Combined Credit Agreements

 

On June 22, 2005, Quicksilver Resources Inc. (“Quicksilver”) and MGV Energy Inc. entered into the Third Amendment to Combined Credit Agreements among JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, BNP Paribas, Bank of America, N.A., Fortis Capital Corp., The Bank of Nova Scotia, Comerica Bank, The Royal Bank of Scotland plc, Calyon New York Branch, CIBC Inc., Compass Bank, Sterling Bank, Toronto Dominion (Texas) LLC, Harris Nesbitt Financing, Inc., Societe Generale, BNP Paribas (Canada), Bank of America, N.A. (by its Canada branch), Comerica Bank, Canada Branch, Canadian Imperial Bank of Commerce, Toronto Dominion Bank, Bank of Montreal, Societe Generale (Canada) and Fortis Capital (Canada) Ltd. as agents and combined lenders. The Third Amendment amends the Combined Credit Agreements to, among other things, increase the amount of other indebtedness that Quicksilver is permitted to have outstanding by $200 million, subject to the satisfaction of certain conditions (including the terms thereof being satisfactory to the lenders under the Combined Credit Agreements), and enhance Quicksilver’s ability to make investments in entities that own or operate assets that are complementary to Quicksilver’s business.

 

The foregoing description is qualified in its entirety by reference to the full text of the Third Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Fifth Amendment to Note Purchase Agreement

 

On June 23, 2005, Quicksilver entered into the Fifth Amendment to Note Purchase Agreement among Beaver Creek Pipeline, L.L.C., Terra Energy Ltd., Mercury Michigan, Inc., GTG Pipeline Corporation, Terra Pipeline Company, Cowtown Pipeline Funding, Inc., Cowtown Pipeline Management, Inc. and Cowtown Pipeline L.P., as guarantors, BNP Paribas, as collateral agent, and Fortis Capital Corp., The Prudential Insurance Company of America and The Royal Bank of Scotland plc, as purchasers. The Fifth Amendment amends the Note Purchase Agreement to, among other things, lower the interest rate on any Floating Rate Note and enhance Quicksilver’s ability to make investments in entities that own or operate assets that are complementary to Quicksilver’s business.

 

The foregoing description is qualified in its entirety by reference to the full text of the Fifth Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

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This excerpt taken from the KWK 8-K filed May 18, 2005.

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 17, 2005, the stockholders of Quicksilver Resources Inc. (“Quicksilver”) approved the Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director Equity Plan (the “Plan”). In general, the amendments provide for annual grants of restricted stock, rather than annual grants of options, to Quicksilver’s non-employee directors. The foregoing description is qualified in its entirety by reference to the full text of the Plan, which was filed as Appendix B to Quicksilver’s Proxy Statement filed on April 18, 2005 and incorporated herein by reference.

 

On May 17, 2005, the Board of Directors of Quicksilver approved a form of Restricted Share Agreement to evidence awards of restricted stock granted under the Plan. The form of Restricted Share Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

This excerpt taken from the KWK 8-K filed Apr 13, 2005.

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 8, 2005, the Board of Directors of Quicksilver approved an increase in the annual fee payable to each of Quicksilver’s non-employee directors to $120,000 per year, subject to the Board’s subsequent consideration and approval of related amendments to the Quicksilver Resources Inc. 2004 Non-Employee Director Stock Option Plan (the “2004 Plan”). On April 7, 2005, the Board approved the contemplated amendments to the 2004 Plan, subject to the approval thereof by Quicksilver’s’ stockholders at Quicksilver’s 2005 Annual Meeting. As discussed below, the form in which the fee will be paid depends upon whether the stockholders approve the amendments to the 2004 Plan.

 

If the stockholders approve the amendments to the 2004 Plan, in 2005, the non-employee directors will be paid $35,000 of the fee in options under the 2004 Plan, $25,000 of the fee in restricted stock under the 2004 Plan and $60,000 of the fee in cash (subject to elections by non-employee directors made in 2004 to receive a portion thereof in options under the 2004 Plan). Beginning 2006, the non-employee directors will be paid $60,000 of the fee in restricted stock under the 2004 Plan and $60,000 of the fee in cash (or, at the election of the non-employee directors, in restricted stock or options under the 2004 Plan).

 

If the stockholders do not approve the amendments to the 2004 Plan, each non-employee director will be paid $35,000 of the fee in options under the 2004 Plan, $35,000 of the fee in cash (subject to the elections by non-employee directors in 2004 to receive a portion thereof in options under the 2004 Plan) and the balance of each non-employee director’s annual fee of $120,000 in cash or other consideration outside of the 2004 Plan.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

QUICKSILVER RESOURCES INC.

By:

 

/s/ Bill Lamkin


   

Bill Lamkin

   

Executive Vice President and

   

Chief Financial Officer

 

Date: April 13, 2005

 

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This excerpt taken from the KWK 8-K filed Mar 11, 2005.

Item 1.01 Entry into a Material Definitive Agreement.

 

Effective March 8, 2005, the Board of Directors of Quicksilver Resources Inc. (“Quicksilver”) amended and restated the Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan (the “1999 Plan”). The amendments generally update the 1999 Plan for changes to Sections 162(m) and 409A of the Internal Revenue Code of 1986, as amended, and issuance of final regulations regarding incentive stock options by the Internal Revenue Service and U.S. Treasury Department. The 1999 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Effective March 8, 2005, the Compensation Committee of the Board of Directors of Quicksilver approved the adoption of Quicksilver’s Retention Share Agreement. The form of Retention Share Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

This excerpt taken from the KWK 8-K filed Feb 11, 2005.

Item 1.01. Entry into a Material Definitive Agreement.

 

At a meeting of the Compensation Committee of the Board of Directors of Quicksilver Resources Inc. (“Quicksilver”) held on February 8, 2005, the Compensation Committee approved awards of retention shares to the executive officers of Quicksilver included in the Summary Compensation Table in Quicksilver’s proxy statement relating to its 2004 annual meeting of stockholders as follows: Thomas F. Darden, Quicksilver’s Chairman of the Board, 6,092 retention shares; Glenn M. Darden, Quicksilver’s President and Chief Executive Officer, 6,092 retention shares; Jeff Cook, Quicksilver’s Senior Vice President, 4,375 retention shares; Bill Lamkin, Quicksilver’s Executive Vice President and Chief Financial Officer, 4,375 retention shares; and John C. Cirone, Quicksilver’s Vice President, General Counsel and Secretary, 2,949 retention shares.

 

One-third of the number of retention shares subject to each of the foregoing awards vests on the first, second and third anniversaries of the grant thereof (subject to acceleration in specified circumstances). Any shares unvested as of the date of termination of any grantee’s employment with Quicksilver, except in the case of retirement, death or disability, will be forfeited by the grantee unless the Compensation Committee finds that the circumstances warrant the grantee retaining such shares. The closing price for shares of Quicksilver common stock on the New York Stock Exchange on February 8, 2005 was $44.51.

 

The information set forth above should be read in conjunction with the information set forth under the caption “Executive Compensation” in Quicksilver’s proxy statement relating to its 2004 annual meeting of stockholders, and the information set forth in a Current Report on Form 8-K filed by Quicksilver with the Securities and Exchange Commission on January 28, 2005, both of which are available at Quicksilver’s website at www.qrinc.com and the Securities and Exchange Commission’s website at www.sec.gov.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

QUICKSILVER RESOURCES INC.
By:  

/s/ Bill Lamkin


    Bill Lamkin
    Executive Vice President and
    Chief Financial Officer

 

Date: February 11, 2005

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