AMENDMENT NO. 1 TO STOCK TRANSFER AGREEMENT
This Amendment No. 1 to Stock Transfer Agreement (this "Amendment") is
made as of September 1, 1998 by and among Mercury Exploration Company, a
Texas corporation ("Mercury"), and Joint Energy Development Investments
Limited Partnership, a Delaware limited partnership ("JEDI").
WHEREAS, Mercury and JEDI are parties to a Stock Transfer Agreement
dated as of April 9, 1998 (the "Agreement"); and
WHEREAS, Mercury and JEDI desire to amend the Agreement as set forth
below.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT. The definition of "Shares" contained in Section 1 of
the Agreement is hereby deleted in its entirety and replaced with the
following:
"SHARES" means the shares of QRI Common Stock acquired by JEDI
pursuant to the Merger plus any additional shares of QRI Common Stock
issued in respect of such shares pursuant to any stock split, stock
dividend, recapitalization or similar transaction, or any New
Securities into which such shares of QRI Common Stock are converted or
for which such shares of QRI Common Stock are exchanged, plus any
additional New Securities issued in respect of such New Securities
pursuant to any stock split, stock dividend, recapitalization or
similar transaction.
2. CONTINUED VALIDITY. Except as specifically amended hereby, the
Agreement remains in full force and effect pursuant to its terms.
3. AMENDMENTS. This Amendment may be amended only by means of a
written amendment signed by both of the parties hereto.
4. COUNTERPARTS. For convenience of the parties hereto, this
Amendment may be executed in any number of counterparts, each of such
counterparts being deemed to be an original instrument, and all of such
counterparts shall together constitute the same agreement.
5. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Texas without giving effect to
the principles of conflict of laws thereof.
6. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and there respective successors and
permitted assigns.
7. HEADINGS. The headings in this Amendment are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
EXECUTED as of the date first written above.
MERCURY EXPLORATION COMPANY
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: 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/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Agent and Attorney-in-Fact
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