AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
This is Amendment No. 1 ("Amendment") to that certain Stockholders
Agreement dated April 9, 1998 (the "Agreement") by and among Quicksilver
Resources Inc. (the "Company"), Mercury Exploration Company ("Mercury"),
Quicksilver Energy, L.C. ("QELC"), ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Self, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trust Company of the
West in its capacity described on the signature pages hereto ("TCW"), Joint
Energy Development Investments Limited Partnership ("JEDI") and Mercury
Production Company ("MPC"). Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given to them in the Agreement.
For good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties hereto agree as follows:
1. The Agreement is amended in the following respects:
(a) In the second sentence of Section 5(a) of the Agreement, the
phrase "to be no greater than five" is amended to read "to be no greater
than six".
(b) Clause (i) of Section 6(c) of the Agreement is amended to read
as follows: "(i) to any Transfer by Mercury to its employees, independent
consultants, or directors of options to purchase from Mercury either shares
of common stock, par value $.01 per share, of MSR Exploration Ltd. ("MSR
Common Stock") or, if MSR has merged into the Company, shares of Common
Stock, or to any Transfer by Mercury of shares of MSR Common Stock or Common
Stock pursuant to the exercise of such options, provided that the total
number of shares Transferred upon the exercise of such options does not
exceed in the case of MSR Common Stock 2,000,000 shares (adjusted for stock
splits, dividends or combinations) or in the case of Common Stock the number
of shares (adjusted for stock splits, dividends or combinations) into which
2,000,000 shares of MSR Common Stock are converted upon the merger of MSR
into the Company,".
2. Except as amended and modified hereby, the Agreement is unchanged
and is ratified and affirmed, as amended and modified hereby, in all
respects.
3. This Amendment may be executed in counterparts, all of which shall
be one and the same agreement and shall become effective when a counterpart
shall have been signed by each of the parties and delivered to the other
party or its counsel, it being understood that each of the parties need not
sign the same counterpart.
Executed effective as of September 1, 1998.
QUICKSILVER RESOURCES INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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QUICKSILVER ENERGY, L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Administrative Manager
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MERCURY EXPLORATION COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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MERCURY PRODUCTION COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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2
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇ Self
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▇▇▇▇ ▇▇▇▇▇▇ Self
/s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TRUST COMPANY OF THE WEST, a California
trust company, as Sub-Custodian for Mellon
Bank for the benefit of Account No. CPFF
869-3062
By: TCW ASSET MANAGEMENT COMPANY, a
California corporation, as Investment
Manager under that certain Agreement dated
as of June 13, 1994, between TCW Asset
Management Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group,
Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Managing Director
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By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp.,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Agent and Attorney-in-Fact
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