CONSENT AND VOTING AGREEMENT
This Consent and Voting Agreement (this "Agreement") dated September
1, 1998 is by and among Quicksilver Resources Inc., a Delaware corporation
(the "Company"), MSR Exploration Ltd., a Delaware corporation ("MSR"), Mercury
Exploration Company, a Texas corporation ("Mercury"), Quicksilver Energy, L.C.,
a Michigan limited liability company ("QELC"), ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Self, Trust Company of the West, a California trust
company, in its capacity described on the signature pages hereto ("TCW") and
Joint Energy Development Investments Limited Partnership, a Delaware limited
partnership ("JEDI").
WHEREAS, on even date herewith, the Company and MSR are entering into
an Agreement and Plan of Reorganization and Merger dated as of September 1,
1998 (the "Merger Agreement"), pursuant to which MSR would be merged (the
"Merger") with and into the Company; and
WHEREAS, Mercury, QELC, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ Self, JEDI and TCW (collectively, the "Stockholders" and
each, a "Stockholder") are the holders of 96,357 shares of common stock, par
value $.01 (the "Common Stock") of the Company; and
WHEREAS, pursuant to Section 4 of that certain Stockholders Agreement
dated April 9, 1998 (the "Stockholders Agreement") by and among all of the
Stockholders, JEDI and TCW have preemptive rights with respect to the shares of
Common Stock to be issued in connection with the Merger; and
WHEREAS, pursuant to Section 8(i) of the Stockholders Agreement, the
consent of JEDI and TCW is required for the Company to enter into the Merger;
and
WHEREAS, the Company, MSR and the Stockholders desire to set forth
their agreement with respect to the voting of the Stockholders' shares of Common
Stock with respect to the Merger and the Merger Agreement; and
WHEREAS, in executing and delivering the Merger Agreement, MSR is
relying on the agreements contained herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Consent of JEDI and TCW
Pursuant to Section 8(i) of the Stockholders Agreement, each of JEDI
and TCW hereby irrevocably and unconditionally consent to the Merger
which consent shall not be withdrawn or modified without the written
consent of MSR. MSR acknowledges that, pursuant to an agreement
("Letter Agreement") dated the date hereof, JEDI and TCW have certain
rights with respect to the administration of the Company's rights under
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the Merger Agreement and the granting of the foregoing consent does not
affect any of JEDI or TCW's rights under such Letter Agreement.
2. Voting of Common Stock
Each of the Stockholders hereby irrevocably and
unconditionally covenants and agrees to vote all shares of Common Stock
owned by such Stockholder in favor of the Merger Agreement and the
Merger at the meeting of the Company's stockholders referred to in
Section 6.01 of the Merger Agreement (and to consent thereto if action
thereon is to be taken by written consent in lieu of a meeting of the
stockholders of the Company). Each of the Stockholders further
covenants and agrees that it or he shall not transfer or convey any
shares of Common Stock unless it or he shall obtain the written
agreement of the transferee to comply with the terms hereof and shall
have furnished a copy of this Agreement executed by such transferee to
MSR; (provided, however, the existing pledge of the Common Stock by
Mercury, QELC, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇ Self to secure the Company's debt and any transfer of such
Common Stock following foreclosure upon thereof without such consent
will not constitute a violation hereof.)
Mercury, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇ ▇▇▇▇▇▇ Self hereby each (i) irrevocably and unconditionally
covenants and agrees to vote all shares of common stock of MSR now
owned or hereafter acquired by such stockholders in favor of the Merger
at the meeting of MSR stockholders referred to in Section 6.01 of the
Merger Agreement, and (ii) further covenants and agrees that it or he
or she shall not transfer any shares of common stock of MSR unless it
or he or she shall obtain the written consent of the transferee to
comply with the terms hereof and shall have furnished a copy of this
Agreement executed by such transferee to the Company; (provided,
however, the existing pledge of the shares of common stock of MSR to
secure the Company's debt and any transfer of such shares following
foreclosure upon thereof without such consent will not constitute a
violation hereof).
3. Waiver of Preemptive Rights
Each of JEDI and TCW hereby irrevocably and unconditionally
waive the preemptive rights granted to them in Section 4 of the
Stockholders Agreement with respect to the shares of Common Stock to be
issued in connection with the Merger.
4. Miscellaneous
(a) Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts, when so executed and delivered shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same agreement.
(b) Governing Law. This Agreement shall be governed by the
laws of the State of Delaware, without regard to principles of conflict of laws.
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(c) Amendment. This Agreement may be amended only by means of
a written amendment signed by all of the parties hereto.
(d) Successors; Assigns; Transferees. The provisions of this
Agreement shall be binding upon, the successors, assigns and transferees of each
of the parties hereto.
(e) Specific Performance. The parties hereby acknowledge and
agree that the failure of any party to this Agreement to perform the provisions
in accordance with their specific terms or to otherwise breach such provisions,
including its or his failure to take all actions as are necessary on its or his
part to the consummation of the Merger, will cause irreparable injury to the
other parties to this Agreement for which damages, even if available, will not
be an adequate remedy. Accordingly, each of the parties hereto hereby consents
to the issuance of injunctive relief by any court of competent jurisdiction to
compel performance of any party's obligations, including an injunction to
prevent breaches, and to the granting by any such court of the remedy of
specific performance of the terms and conditions hereof.
(f) Termination. Upon termination of the Merger Agreement in
accordance with its terms, this Agreement shall also terminate.
[The rest of this page is intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
QUICKSILVER RESOURCES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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MSR EXPLORATION LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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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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QUICKSILVER ENERGY, L.C..
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇ Self
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▇▇▇▇ ▇▇▇▇▇▇ Self
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JOINT ENERGY DEVELOPMENT
INVESTMENT 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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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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