FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
AND REORGANIZATION
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THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
(the "Amendment"), dated as of January 27, 1999, is entered into by and
among QUICKSILVER RESOURCES INC., a Delaware corporation ("Quicksilver") and
MSR EXPLORATION LTD., a Delaware Corporation ("MSR").
RECITALS
WHEREAS, the undersigned parties have entered into that certain
Agreement and Plan of Merger and Reorganization (the "Merger Agreement"),
dated as of September 1, 1998, whereby MSR will be merged with and into
Quicksilver; and
WHEREAS, the parties desire to amend the Merger Agreement pursuant to
the terms set forth herein and, in accordance with Section 8.03 of the Merger
Agreement, the Boards of Directors of Quicksilver and MSR and the Special
Committee of the Board of Directors of MSR have approved the proposed
amendment;
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the undersigned parties hereby
agree as follows:
1. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Merger Agreement.
2. The second sentence of Section 2.02(d) of the Merger Agreement is
hereby amended as follows:
"In lieu of any such fractional shares, (i) each
holder of a Certificate previously evidencing Company
Common Stock, upon surrender of such Certificate for
exchange pursuant to this ARTICLE II, shall be paid an
amount in cash (without interest), rounded to the
nearest cent, determined by multiplying (A) the Closing
Price multiplied by ten (10) by (B) the fractional
interest to which such holder would otherwise be
entitled (after taking into account all shares of
Company Common Stock held of record by such holder at
the Effective Time)."
3. Section 8.01(e) of the Merger Agreement is hereby amended to read
as follows:
"(e) by either QRI or the Company, if the Effective Time shall not have
occurred on or before February 28, 1999; PROVIDED that neither the Company
nor QRI shall be entitled to terminate this Agreement pursuant to this
paragraph if such party's material breach of this Agreement has been the
cause of or resulted in the failure of the Effective Time to occur at or
prior to such time;"
4. Section 9.04(a) of the Merger Agreement is hereby amended as
follows:
"(a) The Company shall obtain and deliver to QRI (i) on the date that
this Agreement is executed by QRI, an executed agreement, substantially in
the form of EXHIBIT C hereto from each person identified as an Affiliate of
the Company in SECTION 3.12 of the Company Disclosure Schedule (other than
Messrs. Xxxxxx and Xxxxxxx Xxxxxxxxx), and (ii) by the Closing Date, from any
other person who is an Affiliate of the Company on the Closing Date (other
than Messrs. Xxxxxx and Xxxxxxx Xxxxxxxxx)."
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
of the date first written above.
QUICKSILVER RESOURCES INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Its: Vice President
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MSR EXPLORATION LTD.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Its: Vice President - Finance
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