8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 23, 2011

QUICKSILVER RESOURCES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14837	75-2756163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

801 Cherry Street

Suite 3700, Unit 19

Fort Worth, Texas 76102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 665-5000

_______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement

Confidentiality Agreement Waivers

On February 23, 2011, Quicksilver Resources Inc. (the “Company”) entered into limited waivers (the “Limited Waivers”) to (1) the confidentiality agreement dated as of October 24, 2010 between the Company and Quicksilver Energy L.P. (“Quicksilver Energy”) and (2) the confidentiality agreement dated as of October 26, 2010 between the Company and SPO Partners II, L.P. (“SPO”).  The Limited Waivers permit Quicksilver Energy and SPO to engage in discussions and other communications for certain limited purposes and for a limited time period, subject to the following conditions:  (a) the sole purpose of such communications shall be to facilitate the submission to the Transaction Committee of the Company’s Board of Directors of a non-binding indication of interest rega rding a potential acquisition of the Company (a “Transaction Proposal”); (b) the sole permissible topic of such communications shall be the formulation of a Transaction Proposal; (c) in no event shall Quicksilver Energy and SPO or any of their respective affiliates enter into any binding agreement, arrangement or understanding relating to the acquisition, holding, voting or disposing of any securities of the Company or any other matter relating to the Company; and (d) all such communications shall terminate at 5:00 p.m. Central Time on March 16, 2011.

Quicksilver Energy is controlled by Thomas F. Darden, the Chairman of the Company’s Board of Directors, Glenn Darden, the Company’s Chief Executive Officer and a member of the Board of Directors, and Anne Darden Self, Vice President – Human Resources of the Company and a member of the Board of Directors.  Both Quicksilver Energy and SPO are significant stockholders in the Company, as described in their respective Schedule 13Ds filed with the Securities and Exchange Commission.

The foregoing summary of the Limited Waivers is a general description only, does not purport to be complete and is qualified in its entirety by the full text of the Limited Waivers, which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated by reference herein.

Rights Agreement Amendment

In addition, in connection with the Limited Waivers, on February 23, 2011 the Company entered into an amendment (the “Amendment”) to the Amended and Restated Rights Agreement dated December 20, 2005 (the “Rights Agreement”) by and between the Company and Mellon Investor Services LLC, as rights agent.  The Rights Agreement pertains to those certain contingent rights to purchase Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company.

The Amendment provides that none of Quicksilver Energy, SPO or any of their respective affiliates will become an “Acquiring Person” under the Rights Agreement solely by reason of any communications expressly permitted by, and conducted in accordance with, the Limited Waivers.

The foregoing summary of the Amendment is a general description only, does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 4.1 hereto and incorporated by reference herein.

Item 3.03.  Material Modification to Rights of Security Holders

The information set forth under “Rights Agreement Amendment” in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 9.01.  Financial Statements and Exhibits

(d)  The following exhibits are filed as part of this Current Report.

Exhibit Number	Description
4.1	Amendment dated as of February 23, 2011 to the Amended and Restated Rights Agreement dated as of December 20, 2005 between Quicksilver Resources Inc. and Mellon Investor Services LLC, as rights agent.

10.1	Limited Waiver dated as of February 23, 2011 between Quicksilver Resources Inc. and Quicksilver Energy L.P.
10.2	Limited Waiver dated as of February 23, 2011 between Quicksilver Resources Inc. and SPO Partners II, L.P.

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/ John C. Cirone
	John C. Cirone
	Senior Vice President — General Counsel

Date: February 23, 2011

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Amendment dated as of February 23, 2011 to the Amended and Restated Rights Agreement dated as of December 20, 2005 between Quicksilver Resources Inc. and Mellon Investor Services LLC, as rights agent.
10.1	Limited Waiver dated as of February 23, 2011 between Quicksilver Resources Inc. and Quicksilver Energy L.P.
10.2	Limited Waiver dated as of February 23, 2011 between Quicksilver Resources Inc. and SPO Partners II, L.P.

EX-4.1

Exhibit 4.1

AMENDMENT TO AMENDED AND RESTATED

RIGHTS AGREEMENT

AMENDMENT (this “Amendment”) dated as of February 23, 2011 to the AMENDED AND RESTATED RIGHTS AGREEMENT dated as of December 20, 2005 (the “Rights Agreement”) by and between QUICKSILVER RESOURCES INC., a Delaware corporation (the “Corporation”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company (the “Rights Agent”).

WHEREAS, the Corporation may from time to time supplement or amend the Rights Agreement pursuant to Section 27 thereof; and

WHEREAS, the Corporation desires to amend the Rights Agreement as set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Amendments. (a) The following new Section 35 is hereby inserted immediately after Section 34 of the Rights Agreement:

“Section 35.  Limited Waivers.  Notwithstanding anything to the contrary in this Agreement, none of (x) Quicksilver Energy L.P., SPO Partners II, L.P. or any of their respective Affiliates or (y) any Other Potential Equity Investor (as defined in the Limited Waivers referred to in clauses (i) and (ii) below) shall become an Acquiring Person solely by reason of any communications expressly permitted by, and conducted in accordance with the terms of, (i) that certain Limited Waiver dated as of February 23, 2011 between the Corporation and Quicksilver Energy L.P. (as it may be amended from time to time with the consent of the Transaction Committee of the Board of Directors of the Corporation) and (ii) that certain Limited Waiver dated as of February 23, 2011 between the Corporation and SPO Partners II, L.P. (as it may be amended from time to time with the consent of the Transaction Committee of the Board of Directors of the Corporation).”

(b)Exhibit B to the Rights Agreement is hereby amended by changing the signature guarantee references therein from: “Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.” to the following:

“Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Company’s transfer agent.”

Section 2.  Effect of Amendment.  Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect in accordance with the provisions thereof.  From and after the date hereof, any reference to the Rights Agreement shall mean the Rights Agreement as amended hereby.

Section 3.  Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State; except that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within such state.

Section 4.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers, all as of the day and year first written above.

QUICKSILVER RESOURCES INC.
By:	/s/ John C. Cirone
	Name:	John C. Cirone
	Title:	Senior Vice President — General Counsel
MELLON INVESTOR SERVICES LLC
By:	/s/ Janis Mason
	Name:	Janis Mason
	Title:	Vice President, Relationship Manager

EX-10.1

Exhibit 10.1

LIMITED WAIVER

LIMITED WAIVER (this “Waiver”) dated as of February 23, 2011 of certain provisions of that certain letter agreement dated as of October 24, 2010 (the “Confidentiality Agreement”) by and between Quicksilver Resources Inc. (the “Company”) and Quicksilver Energy L.P. (“Quicksilver Energy”).

WHEREAS, upon the terms and subject to the conditions set forth herein, the Company, acting at the direction of the Transaction Committee of the Company’s Board of Directors (the “Transaction Committee”), desires to waive certain provisions of the Confidentiality Agreement as set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Waiver. Notwithstanding anything to the contrary in the Confidentiality Agreement, until the Waiver Expiration (as defined below), (x) Quicksilver Energy and its Representatives (as defined in the Confidentiality Agreement) and (y) prospective sources of equity financing for Quicksilver Energy previously approved by the Transaction Committee (“Other Potential Equity Investors”) may engage in communications with SPO Partners II, L.P. (“SPO”) and its Representatives solely upon the following terms and subject to the following conditions:

(a)The sole purpose of such communications shall be to facilitate the submission to the Transaction Committee by Quicksilver Energy and SPO (and, if applicable, one or more Other Potential Equity Investors) of a non-binding indication of interest (which may be written or oral) regarding a potential acquisition of the Company (a “Transaction Proposal”).

(b)The sole permissible topic of such communications shall be the formulation of a Transaction Proposal (which may include, to the extent necessary in connection therewith, communications with respect to (i) the Company’s corporate governance arrangements following the consummation of an acquisition of the Company and (ii) valuation models and the Company’s business).

(c)In no event shall Quicksilver Energy and SPO or any of their respective affiliates enter into any binding agreement, arrangement or understanding (whether written or oral) relating to the acquisition, holding, voting or disposing of any securities of the Company or any other matter relating to the Company.

(d)All such communications shall terminate at 5:00 p.m. Central Time on the twenty-first calendar day following the date upon which this Waiver is executed (the “Waiver Expiration”).

Section 2.  Limited Scope of Waiver.  Quicksilver Energy acknowledges and agrees that (a) the waiver contained in Section 1 hereof is expressly conditioned upon Quicksilver Energy’s compliance with the requirements set forth in Sections 1(a) through (c) above and (b) without limiting the generality of paragraph 13 of the Confidentiality Agreement, none of the Company, its Board of Directors or the Transaction Committee thereof shall be under any legal obligation of any kind whatsoever with respect to any Transaction Proposal.

Section 3.  Effect of Waiver.  Except as expressly waived hereby, the Confidentiality Agreement shall remain in full force and effect in accordance with the provisions thereof.

Section 4.  Governing Law.  This Waiver shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law provisions.

Section 5.  Counterparts.  This Waiver may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective authorized officers, all as of the day and year first written above.

QUICKSILVER RESOURCES INC.
By:	/s/ John C. Cirone
	Name:	John C. Cirone
	Title:	Senior Vice President — General Counsel
QUICKSILVER ENERGY L.P.
By:	Pennsylvania Management, LLC, its general partner
By:	/s/ Glenn Darden
	Name:	Glenn Darden
	Title:	Manager

EX-10.2

Exhibit 10.2

LIMITED WAIVER

LIMITED WAIVER (this “Waiver”) dated as of February 23, 2011 of certain provisions of that certain letter agreement dated as of October 26, 2010 (the “Confidentiality Agreement”) by and between Quicksilver Resources Inc. (the “Company”) and SPO Partners II, L.P. (“SPO”).

WHEREAS, upon the terms and subject to the conditions set forth herein, the Company, acting at the direction of the Transaction Committee of the Company’s Board of Directors (the “Transaction Committee”), desires to waive certain provisions of the Confidentiality Agreement as set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Waiver. Notwithstanding anything to the contrary in the Confidentiality Agreement, until the Waiver Expiration (as defined below), SPO and its Representatives (as defined in the Confidentiality Agreement) may engage in communications with (x) Quicksilver Energy L.P. (“Quicksilver Energy”) and its Representatives and (y) prospective sources of equity financing for Quicksilver Energy previously approved by the Transaction Committee (“Other Potential Equity Investors”), in each case solely upon the following terms and subject to the following conditions:

(a)The sole purpose of such communications shall be to facilitate the submission to the Transaction Committee by Quicksilver Energy and SPO (and, if applicable, one or more Other Potential Equity Investors) of a non-binding indication of interest (which may be written or oral) regarding a potential acquisition of the Company (a “Transaction Proposal”).

(b)The sole permissible topic of such communications shall be the formulation of a Transaction Proposal (which may include, to the extent necessary in connection therewith, communications with respect to (i) the Company’s corporate governance arrangements following the consummation of an acquisition of the Company and (ii) valuation models and the Company’s business).

(c)In no event shall Quicksilver Energy and SPO or any of their respective affiliates enter into any binding agreement, arrangement or understanding (whether written or oral) relating to the acquisition, holding, voting or disposing of any securities of the Company or any other matter relating to the Company.

(d)All such communications shall terminate at 5:00 p.m. Central Time on the twenty-first calendar day following the date upon which this Waiver is executed (the “Waiver Expiration”).

Section 2.  Limited Scope of Waiver.  SPO acknowledges and agrees that (a) the waiver contained in Section 1 hereof is expressly conditioned upon SPO’s compliance with the requirements set forth in Sections 1(a) through (c) above and (b) without limiting the generality of paragraph 13 of the Confidentiality Agreement, none of the Company, its Board of Directors or the Transaction Committee thereof shall be under any legal obligation of any kind whatsoever with respect to any Transaction Proposal.

Section 3.  Effect of Waiver.  Except as expressly waived hereby, the Confidentiality Agreement shall remain in full force and effect in accordance with the provisions thereof.

Section 4.  Governing Law.  This Waiver shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law provisions.

Section 5.  Counterparts.  This Waiver may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective authorized officers, all as of the day and year first written above.

QUICKSILVER RESOURCES INC.
By:	/s/ John C. Cirone
	Name:	John C. Cirone
	Title:	Senior Vice President — General Counsel
SPO PARTNERS II, L.P.
By:	SPO Advisory Partners, L.P., its general partner
By:	SPO Advisory Corp., its general partner
	/s/ John H. Scully
	Name:	John H. Scully
	Title:	Managing Director