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"), Xxxxx Xxxxxx, Xxxxxx X.
Xxxxxx, Xxxxx X. Xxxxxx, Xxxx Xxxxxx 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, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx,
Xxxx Xxxxxx 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which consent shall not be withdrawn or modified without the written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 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, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and
Xxxx Xxxxxx 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, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxx
Xxxxxx 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/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
-------------------------------------
Title: Vice President
------------------------------------
MSR EXPLORATION LTD.
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
-------------------------------------
Title: Vice President
------------------------------------
MERCURY EXPLORATION COMPANY
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
-------------------------------------
Title: Vice President
------------------------------------
QUICKSILVER ENERGY, L.C..
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
-------------------------------------
Title: /s/ Admistrative Manager
------------------------------------
/s/ Xxxxx Xxxxxx
------------------------------------------
Xxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxx Xxxxxx Self
------------------------------------------
Xxxx Xxxxxx 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/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
-------------------------------------
Title: Agent and Attorney-in-Fact
------------------------------------
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 Xxxxxx
Xxxxxxx Group, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
-------------------------------------
Title: Managing Director
------------------------------------
By: /s/ Xxxx X. XxxXxxxx
---------------------------------------
Name: Xxxx X. XxxXxxxx
-------------------------------------
Title: Senior Vice President
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