OMNIBUS AMENDMENT NO. 6 TO COMBINED CREDIT AGREEMENTS

Contract Categories: Business Finance - Credit Agreements
EX-10.1 2 kwk8-k20131118ex101.htm OMNIBUS AMENDMENT NO.6 DATED NOVEMBER 15, 2013 KWK 8-K 2013.11.18 EX10.1


Exhibit 10.1


OMNIBUS AMENDMENT NO. 6
TO COMBINED CREDIT AGREEMENTS
THIS OMNIBUS AMENDMENT NO. 6 TO COMBINED CREDIT AGREEMENTS (this “Amendment”), dated as of November 15, 2013, is among QUICKSILVER RESOURCES INC., (the “U.S. Borrower”), QUICKSILVER RESOURCES CANADA INC., (the “Canadian Borrower”) (collectively, the “Combined Borrowers”), JPMORGAN CHASE BANK, N.A., as global administrative agent (in such capacity, the “Global Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian administrative agent (in such capacity, the “Canadian Administrative Agent” and, together with the Global Administrative Agent, the “Administrative Agents”), and each of the U.S. Lenders and Canadian Lenders party hereto.

R E C I T A L S
A.    The U.S. Borrower, the Global Administrative Agent and the various financial institutions party thereto as Agents or Lenders (the “U.S. Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus Amendment No. 1 dated as of May 23, 2012, Omnibus Amendment No. 2 dated as of August 6, 2012, Omnibus Amendment No. 3 dated as of October 5, 2012, Omnibus Amendment No. 4 dated as of April 30, 2013 and Omnibus Amendment No. 5 dated as of June 21, 2013, and as further amended, supplemented or modified, the “U.S. Credit Agreement”).
B.    The U.S. Borrower, as parent, the Canadian Borrower, the Canadian Administrative Agent, the Global Administrative Agent, and the various financial institutions party thereto as agents or lenders (the “Canadian Lenders”) entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2011 (as amended by Omnibus Amendment No. 1 dated as of May 23, 2012, Omnibus Amendment No. 2 dated as of August 6, 2012, Omnibus Amendment No. 3 dated as of October 5, 2012, Omnibus Amendment No. 4 dated as of April 30, 2013 and Omnibus Amendment No. 5 dated as of June 21, 2013, and as further amended, supplemented or modified, the “Canadian Credit Agreement”) (the U.S. Credit Agreement and the Canadian Credit Agreement being collectively referred to as the “Combined Credit Agreements”).
C.    The Combined Borrowers have requested that the Required Lenders and the Required U.S. Lenders agree, and the Required Lenders and the Required U.S. Lenders have agreed, to amend certain provisions of the Combined Credit Agreements.
NOW, THEREFORE, 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 to such term in the U.S. Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to applicable section of the Combined Credit Agreements.
Section 2.    Amendments to Combined Credit Agreements.


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2.1    Amendments to Section 9.01(a)—Interest Coverage Ratio.
(a)    Section 9.01(a) of the U.S. Credit Agreement is hereby amended to read:
“(a)    Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter set forth below, permit its ratio of (i) EBITDAX for the period of four fiscal quarters then ending to (ii) Cash Interest Expense for such period to be less than the ratio set forth opposite such date:
Fiscal Quarter Ending
Minimum Interest Coverage Ratio
December 31, 2013
1.10 to 1.0
March 31, 2014
1.10 to 1.0
June 30, 2014
1.10 to 1.0
September 30, 2014
1.10 to 1.0
December 31, 2014
1.10 to 1.0
March 31, 2015
1.10 to 1.0
June 30, 2015
1.15 to 1.0
September 30, 2015
1.15 to 1.0
December 31, 2015
1.20 to 1.0
March 31, 2016
1.50 to 1.0
June 30, 2016
2.00 to 1.0
”.
(b)    Section 9.01(a) of the Canadian Credit Agreement is hereby amended to read:
“(a)    Interest Coverage Ratio. The Parent will not, as of the last day of any fiscal quarter set forth below, permit its ratio of (i) EBITDAX for the period of four fiscal quarters then ending to (ii) Cash Interest Expense for such period to be less than the ratio set forth opposite such date:
Fiscal Quarter Ending
Minimum Interest Coverage Ratio
December 31, 2013
1.10 to 1.0
March 31, 2014
1.10 to 1.0
June 30, 2014
1.10 to 1.0
September 30, 2014
1.10 to 1.0
December 31, 2014
1.10 to 1.0
March 31, 2015
1.10 to 1.0
June 30, 2015
1.15 to 1.0
September 30, 2015
1.15 to 1.0
December 31, 2015
1.20 to 1.0
March 31, 2016
1.50 to 1.0
June 30, 2016
2.00 to 1.0
”.
Section 3.    Global Borrowing Base Redetermination; Allocation of U.S. Borrowing Base and Canadian Borrowing Base.    The Required Lenders and the Combined Borrowers agree that


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from and after the Sixth Amendment Effective Date (as defined below), the amount of the Global Borrowing Base shall be $350,000,000 and the amount of the U.S. Borrowing Base shall be $275,000,000, with an Allocated U.S. Borrowing Base of $205,000,000 and an Allocated Canadian Borrowing Base of $145,000,000. This provision does not limit redeterminations of the Global Borrowing Base or U.S. Borrowing Base, including in accordance with Section 2.07(c) or further adjustments thereto pursuant to Section 8.12(c), Section 9.02(n), Section 9.10(d) or Section 9.10(i) of the Combined Credit Agreements. This Section 3 constitutes a New Borrowing Base Notice in accordance with Section 2.07(d) of the Combined Credit Agreements and a Borrowing Base Allocation Notice in accordance with Section 2.07(e) of the Combined Credit Agreements, in each case, delivered in connection with this second Scheduled Redetermination of the Global Borrowing Base and U.S. Borrowing Base for the 2013 calendar year.
Section 4.    Conditions Precedent.
4.1    This Amendment shall not become effective until the date on which each of the following conditions is satisfied (the “Sixth Amendment Effective Date”):
(a)    The Global Administrative Agent shall have received from each of the Combined Borrowers, the Required Lenders, the Global Administrative Agent and the Canadian Administrative Agent counterparts of this Amendment signed on behalf of each such Person.
(b)    The Combined Borrowers shall have paid all amounts due and payable in connection with this Amendment on or prior to the Sixth Amendment Effective Date, including (i) to the extent invoiced at least one (1) Business Day prior to such date, all documented out-of-pocket expenses required to be reimbursed or paid by the Combined Borrowers under the Combined Credit Agreements and (ii) all consent fees owing under the Consent Fee Letter dated the date hereof between the U.S. Borrower and the Global Administrative Agent.
Section 5.    Miscellaneous.
5.1    Confirmation. All of the terms and provisions of the Combined Credit Agreements, as amended by this Amendment, are, and shall remain, in full force and effect following the effectiveness of this Amendment.
5.2    Ratification and Affirmation; Representations and Warranties. Each Combined Borrower hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document (as defined in the applicable Combined Credit Agreement as used in this Section) to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein; and (c) represents and warrants to the Lenders (as defined in the applicable Combined Credit Agreement) that as of the date hereof, after giving effect to the terms of this Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects on and as of the Sixth Amendment Effective Date, except that to the extent any such representations and warranties are (x) expressly


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limited to an earlier date, in which case, on the Sixth Amendment Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date and (y) qualified by materiality, such representations and warranties (as so qualified) shall continue to be true and correct in all respects and (ii) no Default (as defined in the applicable Combined Credit Agreement) has occurred and is continuing as of the Sixth Amendment Effective Date. This Amendment is a Loan Document.
5.3    Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart hereof.
5.4    Governing Law, Jurisdiction, etc. Sections 12.09 and 12.18 of the Canadian Credit Agreement shall be incorporated herein mutatis mutandis as this Amendment relates to the Canadian Credit Agreement and Sections 12.09 and 12.18 of the U.S. Credit Agreement shall be incorporated herein mutatis mutandis as this Amendment relates to the U.S. Credit Agreement.
[SIGNATURES BEGIN NEXT PAGE]



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

QUICKSILVER RESOURCES INC., a Delaware corporation
By:
/s/ Vanessa Gomez LaGatta    
Name: Vanessa Gomez LaGatta
Title: Vice President - Treasurer



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





QUICKSILVER RESOURCES CANADA INC., an Alberta, Canada corporation
By:
/s/ Vanessa Gomez LaGatta    
Name: Vanessa Gomez LaGatta
Title: Vice President - Treasurer

SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





JPMORGAN CHASE BANK, N.A., as a Lender under the U.S. Credit Agreement and as Global Administrative Agent
By:
/s/ David Morris    
Name: David Morris
Title: Authorized Officer



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Lender under the Canadian Credit Agreement and as Canadian Administrative Agent
By:
/s/ Michael N. Tam    
Name: Michael N. Tam
Title: Senior Vice President



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





BANK OF AMERICA, N.A., as a Lender under the U.S. Credit Agreement
By:
/s/ John W. Woodiel III    
Name: John W. Woodiel III
Title: Managing Director



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





BANK OF AMERICA, N.A., (by its Canada Branch) as a Lender under the Canadian Credit Agreement
By:
/s/ Medina Sales de Andrade    
Name: Medina Sales de Andrade
Title: Vice President


SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





BRANCH BANKING & TRUST COMPANY, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement
By:
/s/ James Giordano    
Name: James Giordano    
Title: Vice President
    




SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender under the Canadian Credit Agreement
By:
/s/ Randy Geislinger        
Name: Randy Geislinger
Title: Executive Director
By:
/s/ Chris Perks        
Name: Chris Perks
Title: Managing Director



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender under the Canadian Credit Agreement
By:
/s/ Trudy Nelson    
Name: Trudy Nelson
Title: Managing Director
By:
/s/ Richard Antl    
Name: Richard Antl
Title: Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





CITIBANK, N.A., as a Lender under the U.S. Credit Agreement
By:
/s/ Eamon Baqui        
Name: Eamon Baqui
Title: Vice President



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





CITIBANK, N.A., CANADIAN BRANCH, as a Lender under the Canadian Credit Agreement
By:
/s/ Gordon Dekuyper    
Name: Gordon Dekuyper
Title: Managing Director




SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





COMERICA BANK, as a Lender under the U.S. Credit Agreement
By:
/s/ Katya Evseev        
Name: Katya Evseev
Title: Assistant Vice President



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





COMERICA BANK, CANADA BRANCH, as a Lender under the Canadian Credit Agreement
By:
/s/ Omer Ahmed        
Name: Omer Ahmed
Title: Portfolio Manager



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





COMPASS BANK, as a Lender under the U.S. Credit Agreement
By:
/s/ Umar Hassan        
Name: Umar Hassan    
Title: Vice President
    



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender under the U.S. Credit Agreement and the Canadian Credit Agreement
By:
/s/ Michael D. Willis        
Name: Michael D. Willis
Title: Managing Director
By:
/s/ Sharada Manne        
Name: Sharada Manne
Title: Managing Director



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender under the U.S. Credit Agreement
By:
/s/ Kevin Buddhdew        
Name: Kevin Buddhew
Title: Authorized Signatory
By:
/s/ Michael Spaight        
Name: Michael Spaight
Title: Authorized Signatory



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





CREDIT SUISSE AG, TORONTO BRANCH, as a Lender under the Canadian Credit Agreement
By:
/s/ Alain Daoust        
Name: Alain Daoust
Title: Director
By:
/s/ Chris Gage    
Name: Chris Gage
Title: Chief Financial Officer




SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender under the U.S. Credit Agreement
By:
/s/ Michael Getz        
Name: Michael Getz    
Title: Vice President    
By:
/s/ Lisa Wong        
Name: Lisa Wong    
Title: Vice President    



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





DEUTSCHE BANK AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement
By:
/s/ Paul Uffelmann        
Name: Paul Uffelman
Title: Vice President
By:
/s/ Leigh Knowles    
Name: Leigh Knowles
Title: Director





SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





EXPORT DEVELOPMENT CANADA, as a Lender under the U.S. Credit Agreement
By:
/s/ Trevor Mulligan        
Name: Trevor Mulligan
Title: Asset Manager
By:
/s/ Talal M. Kairouz        
Name: Talal M. Kairouz
Title: Senior Asset Manager



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





KEYBANK, N.A., as a Lender under the U.S. Credit Agreement
By:
/s/ Stephen J. Jones        
Name: Stephen J. Jones
Title: Senior Vice President



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





SUMITOMO MITSUI BANKING CORPORATION, as a Lender under the U.S. Credit Agreement
By:
/s/ Masaki Sone        
Name: Masaki Sone    
Title: Managing Director    



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





THE ROYAL BANK OF SCOTLAND plc, as a Lender under the U.S. Credit Agreement
By:
/s/ David W. Stack        
Name: David W. Stack
Title: Senior Vice President    



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





THE ROYAL BANK OF SCOTLAND N.V., (CANADA) BRANCH, as a Lender under the Canadian Credit Agreement
By:
/s/ David W. Stack        
Name: David W. Stack    
Title: Authorized Signatory    



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





TORONTO DOMINION (NEW YORK) LLC, as a Lender under the U.S. Credit Agreement
By:
/s/ Marie Fernandes        
Name: Marie Fernandes
Title: Authorized Signatory



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





THE TORONTO-DOMINION BANK, as a Lender under the Canadian Credit Agreement
By:
/s/ Marie Fernandes    
Name: Marie Fernandes
Title: Authorized Signatory




SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





U.S. BANK NATIONAL ASSOCIATION, as a Lender under the U.S. Credit Agreement
By:
/s/ John C. Springer        
Name: John C. Springer    
Title: Vice President    



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





UBS LOAN FINANCE LLC, as a Lender under the U.S. Credit Agreement
By:
/s/ Lana Gifas        
Name: Lana Gifas
Title: Director
By:
/s/ Jennifer Anderson        
Name: Jennifer Anderson
Title: Associate Director



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





UBS AG CANADA BRANCH, as a Lender under the Canadian Credit Agreement
By:
/s/ Lana Gifas        
Name: Lana Gifas
Title: Director
By:
/s/ Jennifer Anderson        
Name: Jennifer Anderson
Title: Associate Director



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS





WELLS FARGO BANK, N.A., as a Lender under the U.S. Credit Agreement
By:
/s/ Greg Smothers        
Name: Greg Smothers
Title: Director



SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS




WELLS FARGO FINANCIAL CORPORATION CANADA, as a Lender under the Canadian Credit Agreement
By:
/s/ Greg Smothers    
Name: Greg Smothers
Title: Director


SIGNATURE PAGE TO OMNIBUS AMENDMENT NO. 6 TO
COMBINED CREDIT AGREEMENTS