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): June 15, 2009

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.)

777 West Rosedale Street
Fort Worth, Texas 76104
(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.

     In connection with the filing by Quicksilver Resources Inc. (the “Company”) of an amended Form 10-K/A for the year ended December 31, 2008 and an amended Form 10-Q/A for the three months ended March 31, 2009 as described in Item 4.02(a), the Company has sought and obtained confirmation from the lenders under the amended and restated revolving credit agreement dated February 9, 2007 among the Company, the U.S. lenders party thereto and JPMorgan Chase Bank, N.A., as Global Administrative Agent, and the amended and restated revolving credit agreement dated February 9, 2007 among Quicksilver Resources Canada Inc., 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 (collectively, the “Combined Credit Agreements”) that its failure to include in its Form 10-K and Form 10-Q the information described in Item 4.02(a) shall not constitute a “Default” or an “Event of Default” under the Combined Credit Agreements.

     The foregoing description is qualified in its entirety by reference to the full text of the Letter Agreement, dated as of June 15, 2009, among the Company, Quicksilver Resources Canada Inc. and the agents and combined lenders identified therein (the “Letter Agreement”), which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

     Certain of the parties to the Letter Agreement 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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

     (a) On June 15, 2009, the Company concluded, and the Audit Committee of the Board of Directors approved, that the previously filed consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, originally filed on March 3, 2009 (as amended on March 9, 2009 and June 1, 2009, the “Form 10-K”), and the Quarterly Report on Form 10-Q for the three months ended March 31, 2009, originally filed on May 7, 2009 (the “Form 10-Q”), as well as the related reports on the Company’s consolidated financial statements contained in the Form 10-K of the Company’s independent registered public accounting firm, should no longer be relied upon due to errors contained in the footnote disclosure of such consolidated financial statements. The corrections will have no impact on the Company’s consolidated balance sheets, statements of income, statements of stockholders’ equity or statements of cash flows for any previously reported periods.

     The Company currently has outstanding 8 1/4% Senior Notes due 2015 and 7 1/8% Senior Subordinated Notes due 2016 (collectively, the “Notes”). Certain of the Company’s subsidiaries have guaranteed the Notes. The Company has determined that pursuant to the supplemental indentures governing the Notes, financial information about the Company and its restricted subsidiaries should be included in the notes to the consolidated financial statements.

     The Company will file an amended Form 10-K/A for the year ended December 31, 2008 and an amended Form 10-Q/A for the three months ended March 31, 2009 to (i) correct certain footnote disclosures regarding amounts reported for the Company’s guarantor and nonguarantor subsidiaries and (ii) to include disclosure of financial information for its restricted subsidiaries that was not previously presented but should be included in the notes to the consolidated financial statements pursuant to the supplemental indentures governing the Notes.

     Management has also concluded that the Company had two material weaknesses in its financial reporting controls relating to the revisions described above.

     Management and the Company’s Audit Committee discussed these matters with the Company’s independent registered public accounting firm.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits:

Exhibit
Number		Description
	10.1	Letter Agreement, dated as of June 15, 2009, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and combined lenders identified therein.

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/ Philip Cook
	Philip Cook
	Senior Vice President – Chief Financial Officer

Date: June 16, 2009

INDEX TO EXHIBITS

Exhibit
Number		Description
	10.1	Letter Agreement, dated as of June 15, 2009, among Quicksilver Resources Inc., Quicksilver Resources Canada Inc. and the agents and combined lenders identified therein.

EX-10.1

Exhibit 10.1

June 15, 2009

Quicksilver Resources Inc.

777 West Rosedale Street, Suite 300

Fort Worth, Texas  76104

Attention:  MarLu Hiller

Quicksilver Resources Canada Inc.

One Palliser Square, Suite 2000

125-9th Avenue, SE

Calgary, Alberta T2G OP8

Canada

Attention:  MarLu Hiller

Re: Amended and Restated Credit Agreement (as amended or modified from time to time, the “U.S. Credit Agreement”) dated as of February 9, 2007, among Quicksilver Resources Inc., a Delaware corporation (the “U.S. Borrower”), the Lenders party thereto (the “U.S. Lenders”), JPMorgan Chase Bank, N.A., as Global Administrative Agent (the “Global Administrative Agent”), and the other Agents party thereto, and Amended and Restated Credit Agreement (as amended or modified from time to time, the “Canadian Credit Agreement” and, together with the U.S. Credit Agreement, the “Combined Credit Agreements”), dated as of February 9, 2007, among Quicksilver Resources Canada Inc., an Alberta, Canada corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Combined Borrowers”), the Lenders party thereto (the “Canadian Lenders” and, together with the U.S. Lenders, the “Combined Lenders”), the Global Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other Agents party thereto.  Unless otherwise indicated, all capitalized terms used herein, but not otherwise defined, shall have the same meanings herein as in the U.S. Credit Agreement.

Ladies and Gentlemen:

The Combined Borrowers have advised the Global Administrative Agent and the Combined Lenders that the U.S. Borrower has determined that, in addition to the financial information with respect to the U.S. Borrower and its subsidiaries, the U.S. Borrower 's annual and quarterly financial information should include additional information with respect to the U.S. Borrower and those of its subsidiaries that are “Restricted Subsidiaries” under the (1) the First Supplemental Indenture, dated March 16, 2006, among the U.S. Borrower, the subsidiary guarantors party thereto and JPMorgan Chase Bank, National Association, as trustee, to the Indenture, dated December 22, 2005, among the U.S Borrower and The Bank of New York Trust Company, N.A., as trustee (the “First Supplemental Indenture”), and (2) the Fifth Supplemental Indenture, dated as of June 27, 2008, among the U.S. Borrower, the subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee, to the Indenture, dated December 22, 2005, among the U.S Borrower and The Bank of New York Trust Company, N.A., as trustee (the “Fifth Supplemental Indenture” and together with the First Supplemental Indenture, the “Supplemental Indentures”).  Accordingly, the U.S. Borrower intends to file amendments to its 2008 Form 10-K and its First Quarter 2009 Form 10-Q (such filing with the SEC of a Form 10-K/A being referred to herein as the “Amended 10-K”) to restate its consolidated financial statements for the year ended December 31, 2008 and for the quarter ended March 31, 2009 to include this information (the “Additional Disclosures”).  While the Supplemental Indentures contemplate provision of such information by the U.S. Borrower in certain circumstances, the U.S. Borrower has advised the Global

Quicksilver Resources Inc.

Quicksilver Resources Canada Inc.

June 15, 2009

Page 2

Administrative Agent and the Combined Lenders that it has not received any notices of non-compliance from the trustee under any of the Supplemental Indentures or from any holders of its existing bonds.

In connection with the Additional Disclosures,  the Combined Borrowers have further advised the Global Administrative Agent and the Combined Lenders that the Combined Borrowers are seeking confirmation from the Combined Lenders that the fact that the U.S. Borrower had not included the Additional Disclosures in prior filings will not, for purposes of the Combined Credit Agreements, be considered or treated as a “Default” or “Event of Default” under, or failure to comply with, the Combined Credit Agreements.

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto hereby agree for purposes of the Combined Credit Agreements and the other Combined Loan Documents,  that the failure by the U.S. Borrower to comply, at any time prior to the Filing Date (as defined below), with the requirements of the second paragraph of Section 3.10 of the First Supplemental Indenture and the second paragraph of Section 3.10 of the Fifth Supplemental Indenture, and any “Default” or “Event of Default” arising solely from such failure under the Supplemental Indentures, shall not constitute a Default or an Event of Default under each Combined Credit Agreement.

The limited waiver set forth in the preceding paragraph shall be effective on the date that each condition precedent set forth in this paragraph is satisfied:

(a)     The Amended 10-K shall be filed on or prior to June 30, 2009 (which date of filing, so long as on or prior to June 30, 2009, shall be referred to herein as the “Filing Date”), a copy of which Amended 10-K shall be provided to the Global Administrative Agent and Combined Lenders pursuant to Section 5.1(e) of the U.S. Credit Agreement.

(b)     After giving effect to the limited waiver contained herein, (i) neither a Default nor an Event of Default has occurred and will exist under either Combined Credit Agreement, (ii) neither a Default (as defined in the Existing Subordinate Note Indenture) nor an Event of Default (as defined in the Existing Subordinate Note Indenture) has occurred and will exist under the Existing Subordinate Note Indenture, and (iii) neither the U.S. Borrower or any of its Subsidiaries nor the Canadian Borrower or any of its Subsidiaries is in default under, nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default under, any Material Agreement to which the U.S. Borrower or any of its Subsidiaries or the Canadian Borrower or any of its Subsidiaries is a party or by which the U.S. Borrower or any of its Subsidiaries or the Canadian Borrower or any of its Subsidiaries is bound which default would reasonably be expected to have a Material Adverse Effect.  The U.S. Borrower is in compliance with the financial covenants set forth in Article VI of the U.S. Credit Agreement.

(c)     After giving effect to the limited waiver contained herein, each representation and warranty of each Loan Party (as such term is defined in the U.S. Credit Agreement and the Canadian Credit Agreement) contained in the Combined Loan Documents to which it is a party is true and correct on the date hereof, except to the extent such representations and warranties are expressly stated as of a certain date, in which case such representations and warranties shall be true and correct in all material respects as of such date.

Quicksilver Resources Inc.

Quicksilver Resources Canada Inc.

June 15, 2009

Page 3

Miscellaneous.  (a) The Combined Borrowers hereby agree to pay on demand all reasonable out-of-pocket fees and expenses incurred by the Global Administrative Agent (including, without limitation, reasonable fees and expenses of counsel to the Global Administrative Agent) in connection with the preparation, negotiation and execution of this letter agreement and all related documents, (b) this letter agreement may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this letter agreement until a counterpart hereof has been executed by the U.S. Borrower, the Canadian Borrower, the Global Administrative Agent, the Canadian Administrative Agent and the Majority Lenders; facsimiles or other electronic transmission (e.g., pdf) shall be effective as originals, (c) THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE MATTERS SET FORTH HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES, (d) this letter agreement constitutes a “Loan Document,” a “Canadian Loan Document” and a “Combined Loan Document” under and as defined in the U.S. Credit Agreement, and a “Loan Document,” a “U.S. Loan Document” and a “Combined Loan Document” under and as defined in the Canadian Credit Agreement, and (e) this letter agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.

Please evidence your agreement to each of the provisions of this letter agreement by executing a counterpart hereof where indicated and returning a fully executed counterpart to Catherine S. Callahan, counsel for the Global Administrative Agent, via facsimile number (214) 999-7958 or via electronic e-mail to ccallahan@velaw.com.

[Signature Pages Follow]

JPMORGAN CHASE BANK, N.A., as Global Administrative Agent and as a U.S. Lender
By:	/s/ Kimberly A. Bourgeois
	Kimberly A. Bourgeois
	Senior Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

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

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

BANK OF AMERICA, N.A., as a U.S. Lender
By:	/s/ Ronald E. McKaig
Name:	Ronald E. McKaig
Title:	Senior Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

BNP PARIBAS, as a U.S. Lender
By:	/s/ Richard Hawthorne
Name:	RICHARD HAWTHORNE
Title:	DIRECTOR

By:	/s/ Russell Otts
Name:	RUSSELL OTTS
Title:	DIRECTOR

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

FORTIS CAPITAL CORP., as a U.S. Lender
By:	/s/ Michele Jones
Name:	Michele Jones
Title:	Director

By:	/s/ Darrell Holley
Name:	Darrell Holley
Title:	Managing Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

THE BANK OF NOVA SCOTIA, as a U.S. Lender
By:	/s/ David Mills
Name:	David Mills
Title:	Managing Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a U.S. Lender
By:	/s/ Dusan Lazarov
Name:	Dusan Lazarov
Title:	Vice President

By:	/s/ Valerie Shapiro
Name:	Valerie Shapiro
Title:	Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CALYON NEW YORK BRANCH, as a U.S. Lender
By:	/s/ Tom Byargeon
Name:	Tom Byargeon
Title:	Managing Director

By:	/s/ Sharada Manne
Name:	Sharada Manne
Title:	Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CITIBANK, N.A., as a U.S. Lender
By:	/s/ John Mugno
Name:	John Mugno
Title:	Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

TORONTO DOMINION (TEXAS) LLC, as a U.S. Lender
By:	/s/ Jackie Barrett
Name:	JACKIE BARRETT
Title:	AUTHORIZED SIGNATORY

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender
By:	/s/ Daria M. Mahoney
Name:	Daria M. Mahoney
Title:	Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

COMPASS BANK, as a U.S. Lender
By:	/s/ Dorothy Marchand
Name:	Dorothy Marchand
Title:	Senior Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

SOCIÉTÉ GÉNÉRALE, as a U.S. Lender
By:	/s/ Stephen W. Warfel
Name:	Stephen W. Warfel
Title:	Managing Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

COMERICA BANK, N.A., as a U.S. Lender
By:	/s/ Peter L. Sefzik
Name:	Peter L. Sefzik
Title:	Senior Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

STERLING BANK, as a U.S. Lender
By:	/s/ Melissa A. Bauman
Name:	Melissa A. Bauman
Title:	Senior Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CIBC INC., as a U.S. Lender
By:	/s/ Dominic J. Sorresso
Name:	Dominic J. Sorresso
Title:	Executive Director
CIBC World Markets Corp.
Authorized Signatory

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

EXPORT DEVELOPMENT CANADA, as a U.S. Lender
By:	/s/ Janine Dopson
Name:	Janine Dopson
Title:	Asset Manager

By:	/s/ Shawn Cusik
Name:	Shawn Cusik
Title:	Loan Portfolio Manager

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

BARCLAYS BANK PLC, as a U.S. Lender
By:	/s/ Maria Lund
Name:	Maria Lund
Title:	Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a U.S. Lender
By:	/s/ Vanessa Gomez
Name:	Vanessa Gomez
Title:	Director

By:	/s/ Mikhail Faybusovich
Name:	Mikhail Faybusovich
Title:	Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

SCOTIABANC INC., as a U.S. Lender
By:	/s/ J.F. Todd
Name:	J.F. Todd
Title:	Managing Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

GOLDMAN SACHS BANK USA, as a U.S. Lender
By:	/s/ Andrew Caditz
Name:	Andrew Caditz
Title:	Authorized Signatory

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

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

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

BNP PARIBAS (CANADA), as a Canadian Lender
By:	/s/ Michael Gosselin
Name:	Michael Gosselin
Title:	Managing Director

By:	/s/ Jean-Philippe Cadot
Name:	Jean-Philippe Cadot
Title:	Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

FORTIS CAPITAL (CANADA) LTD., as a Canadian Lender
By:	/s/ Cory Wallin
Name:	Cory Wallin
Title:	Vice President

By:	/s/ Doug Clark
Name:	Doug Clark
Title:	Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

THE BANK OF NOVA SCOTIA, as a Canadian Lender
By:	/s/ Stacey Strike
Name:	Stacey Strike
Title:	Director

By:	/s/ Andrew Kellock
Name:	ANDREW KELLOCK
Title:	DIRECTOR

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CALYON NEW YORK BRANCH, as a Canadian Lender
By:	/s/ Tom Byargeon
Name:	Tom Byargeon
Title:	Managing Director

By:	/s/ Sharada Manne
Name:	Sharada Manne
Title:	Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CITIBANK, N.A., CANADIAN BRANCH, as a Canadian Lender
By:	/s/ Ivan Davey
Name:	Ivan Davey
Title:	Authorised Signer

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

THE TORONTO-DOMINION BANK, as a Canadian Lender
By:	/s/ Jackie Barrett
Name:	JACKIE BARRETT
Title:	AUTHORIZED SIGNATORY

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

SOCIÉTÉ GÉNÉRALE (CANADA BRANCH), as a Canadian Lender
By:	/s/ David Baldoni
Name:	David BALDONI
Title:	Managing Director

By:	/s/ Paul Primavesi
Name:	Paul PRIMAVESI
Title:	Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

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

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Lender
By:	/s/ Randy Geislinger
Name:	Randy Geislinger
Title:	Executive Director

By:	/s/ Joelle Chatwin
Name:	Joelle Chatwin
Title:	Executive Director

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

BARCLAYS BANK, PLC, as a Canadian Lender
By:	/s/ Maria Lund
Name:	Maria Lund
Title:	Vice President

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

CREDIT SUISSE, TORONTO BRANCH, as a Canadian Lender
By:	/s/ Steve W. Fuh
Name:	Steve W. Fuh
Title:	Vice-President

By:	/s/ Craig Henshaw
Name:	Craig Henshaw
Title:	Managing Director, COO

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.

Accepted and agreed to as of

the date first written above by:

QUICKSILVER RESOURCES INC.,

a Delaware corporation, as U.S. Borrower

By:	/s/ MarLu Hiller
	MarLu Hiller, Vice President - Treasurer

QUICKSILVER RESOURCES CANADA INC.,

an Alberta, Canada corporation, as Canadian Borrower

By:	/s/ MarLu Hiller
	MarLu Hiller, Vice President - Treasurer

[Signature Page]

Letter Agreement

Quicksilver Resources Inc.