Exhibit 10.5
STOCKHOLDERS AGREEMENT
This Stockholders Agreement (this "Agreement") dated April 9, 1998 is by
and among Quicksilver Resources Inc., a Delaware corporation (the "Company"),
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, Xxxx Xxxx, Xxxx X.
Xxxxxxx, Trust Company of the West, a California trust company, in its
capacity described on the signature pages hereto ("TCW"), Joint Energy
Development Investments Limited Partnership, a Delaware limited partnership
("JEDI") and Mercury Production Company, a Texas corporation ("MPC").
WHEREAS, certain of the parties hereto and Michigan Gas Partners,
Limited Partnership ("MGP") have entered into an Agreement and Plan of
Reorganization and Merger dated as of March 31, 1998 (the "Merger
Agreement"), pursuant to which MGP would be merged with and into the Company
and certain assets of Mercury and QELC would be transferred to the Company;
and
WHEREAS, as a result of the transactions contemplated by the Merger
Agreement, Mercury, QELC, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx,
Xxxx Xxxxxx Self, Xxxx Xxxx, Xxxx X. Xxxxxxx, TCW and JEDI (collectively, the
"Stockholders" and each, a "Stockholder") will receive the number of shares
of the Company's common stock, par value $.01 per share (the "Common Stock"),
set forth on EXHIBIT A hereto and will be the only holders of the capital
stock of the Company; and
WHEREAS, the Company and the Stockholders desire to set forth their
agreement with respect to certain matters relating to the transfer, voting
and issuance of Common Stock and the management of the Company; and
WHEREAS, the execution and delivery of this Agreement is a condition to
the obligations of the parties to consummate the transactions contemplated by
the Merger Agreement.
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. STANDSTILL.
(a) Each Stockholder other than TCW covenants and agrees that,
until the Termination Date (as defined below), such Stockholder will not
sell, assign, donate, transfer, devise, deliver, pledge, hypothecate,
encumber or otherwise dispose of any shares of Common Stock or New Securities
(as defined in Section 6 below) or any interest therein ("Transfer"; and the
act of so doing, a "Transfer") except for Permitted Transfers (as defined in
Section 6 below). Following the Termination Date, and in the case of TCW
prior to and following the Termination Date, no Stockholder shall Transfer
any shares of Common Stock except in accordance with Section 2 and, if
applicable to such Stockholder, Section 3 hereof.
(b) As used in this Agreement, "Termination Date" means (i) if on
the first anniversary of the date of this Agreement the Common Stock is not
Publicly Traded (as defined
below), the first anniversary of the date of this Agreement, or (ii) if on
the first anniversary of the date of this Agreement the Common Stock or New
Securities are Publicly Traded, the earlier of (A) the first anniversary of
the date on which the Common Stock or New Securities become, or are exchanged
for or converted into New Securities that are, Publicly Traded or (B) the
date on which Mercury makes the Transfer Election (as defined in the Stock
Transfer Agreement dated as of the date hereof between Mercury and JEDI (the
"Stock Transfer Agreement")); provided, however, that, with respect to a
Transfer by JEDI, "Termination Date" means the earlier of the Termination
Date determined as provided above and the date on which TCW makes a Transfer
that results in TCW's having Transferred, other than in Permitted Transfers,
a number of shares of Common Stock or New Securities that is more than 25% of
the shares of Common Stock owned by TCW as of the date hereof as shown on
EXHIBIT A hereto or the New Securities into which or for which such shares of
Common Stock are converted or exchanged (in each case as adjusted for stock
splits, combinations or dividends). As used in this Agreement, "Publicly
Traded" means listed for trading on the New York Stock Exchange, the American
Stock Exchange, or the Nasdaq National Market.
2. RIGHT OF FIRST REFUSAL. Each Stockholder agrees that, from and
after the Termination Date and until such time as the Common Stock or New
Securities are Publicly Traded (the "Expiration Date"), except for Permitted
Transfers, such Stockholder will not Transfer any shares of Common Stock
without first providing the Company and the persons who are Stockholders on
the date of this Agreement and on the date of any Transfer Notice (as defined
below) and their Permitted Transferees (the "Initial Stockholders") the right
to purchase the shares of Common Stock to be Transferred in accordance with
the following provisions:
(a) If a Stockholder (a "Transferring Stockholder") desires to
Transfer, other than in a Permitted Transfer, shares of Common Stock, the
Transferring Stockholder shall deliver to the Company and each Initial
Stockholder a written notice (a "Transfer Notice"), which shall specify the
proposed transferee, the number of shares of Common Stock to be Transferred
(the "Subject Shares"), the proposed consideration to be paid therefor (the
"Proposed Sale Price") and the proposed closing date for the Transfer (the
"Proposed Closing Date") which shall not be less than thirty days nor more
than ninety days after the date of delivery of the Transfer Notice.
(b) The Company shall have the right, for a period of ten days
following its receipt of a Transfer Notice to elect to acquire all, but not
less than all, of the Subject Shares at a cash price equal to the Proposed
Sale Price or, if the Proposed Sale Price consists of noncash consideration,
for substantially identical consideration. The Company may exercise the
foregoing right by delivering to the Transferring Stockholder, within ten
days after receipt of the Transfer Notice, written notice (an "Acceptance
Notice") of its intention to purchase the Subject Shares. If the
Transferring Stockholder is not TCW, JEDI or one of their Permitted
Transferees, the Company may exercise the foregoing right only with the prior
written consent of TCW and JEDI. The closing
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of any acquisition of Subject Shares by the Company shall be consummated on
the Proposed Closing Date at the principal offices of the Company (unless
otherwise mutually agreed), at which time the purchase price (in the form of
a wire transfer to an account designated by the Transferring Stockholder or,
if other than cash, in a form acceptable to the Transferring Stockholder)
shall be delivered to the Transferring Stockholder or its representative and
the Transferring Stockholder shall deliver to the Company certificates
representing the Subject Shares, duly endorsed for transfer or accompanied by
duly executed stock powers.
(c) If the Company does not elect to acquire the Subject Shares by
delivering an Acceptance Notice within ten days after receipt of the Transfer
Notice, the Initial Stockholders shall have the right, for a period of twenty
days following the expiration of the ten day period during which the Company
was entitled to elect to acquire the Subject Shares, to elect to acquire all,
but not less than all, of the Subject Shares at a cash price equal to the
Proposed Sale Price or, if the Proposed Sale Price consists of noncash
consideration, for substantially identical consideration. Each Initial
Stockholder may exercise the foregoing right by delivering to the
Transferring Stockholder, within twenty days after the expiration of the ten
day period during which the Company was entitled to elect to acquire the
Subject Shares, written notice (a "Stockholder Acceptance Notice") of its
intention to purchase Subject Shares. If more than one Initial Stockholder
timely delivers a Stockholder Acceptance Notice, each such Initial
Stockholder shall be entitled and obligated to acquire, against payment of
the portion of the Proposed Sale Price attributable thereto, a number of
Subject Shares (rounded to the nearest whole number of Subject Shares) equal
to the product of (A) the total number of Subject Shares and (B) a fraction,
the numerator of which is the number of shares of Common Stock held by such
Initial Stockholder and the denominator of which is the number of shares of
Common Stock held by all of the Initial Stockholders that have timely
delivered a Stockholder Acceptance Notice. The closing of any acquisition of
Subject Shares by the Initial Stockholders shall be consummated on the
Proposed Closing Date at the principal offices of the Company (unless
otherwise mutually agreed), at which time the purchase price (in the form of
one or more wire transfers to an account designated by the Transferring
Stockholder or, if other than cash, in a form acceptable to the Transferring
Stockholder) shall be delivered to the Transferring Stockholder or its
representative and the Transferring Stockholder shall deliver to the
appropriate Initial Stockholders certificates representing the Subject
Shares, duly endorsed for transfer or accompanied by duly executed stock
powers.
(d) If the neither the Company nor any Initial Stockholder elects
to acquire the Subject Shares within the applicable time periods, the
Transferring Stockholder shall be free to consummate the proposed Transfer on
the terms set forth in the Transfer Notice, provided the proposed Transfer of
the Subject Shares on the terms set forth in the Transfer Notice is
consummated within ninety days after the date of receipt of the Transfer
Notice, and further provided that the transferee agrees in writing to be
bound by the terms of this Agreement by executing an Adoption
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Agreement in the form of EXHIBIT B hereto (an "Adoption Agreement"),
whereupon such transferee shall be deemed a "Stockholder" and shall have all
of the rights and obligations of a Stockholder under this Agreement and any
shares of Common Stock held by such transferee shall be subject to the
provisions hereof.
(e) From and after the Expiration Date and until such time, with
respect to each Xxxxxx Stockholder (as defined in Section 3(a) below), as
such Xxxxxx Stockholder shall have Transferred, other than in Permitted
Transfers, the number of shares of Common Stock owned by such Xxxxxx
Stockholder on the date hereof as shown in EXHIBIT A, or the number of shares
of New Securities into which such shares of Common Stock have been converted
or for which such shares of Common Stock have been exchanged (in each case as
adjusted to account for stock splits, combinations or dividends), no Xxxxxx
Stockholder shall make any Transfer, other than a Permitted Transfer, without
first providing JEDI (provided that JEDI and its Permitted Transferees
continue to own beneficially at least 5% of the issued and outstanding shares
of Common Stock or New Securities, excluding shares hereafter acquired from
stockholders other than JEDI and its Permitted Transferees or in the public
market) and TCW (provided that TCW and its Permitted Transferees continue to
own beneficially at least 5% of the issued and outstanding shares of Common
Stock or New Securities, excluding shares hereafter acquired from
stockholders other than TCW and its Permitted Transferees or in the public
market) the right to purchase the shares of Common Stock or New Securities to
be Transferred in accordance with the following provisions
(1) If a Xxxxxx Stockholder desires to Transfer, other than in a
Permitted Transfer, shares of Common Stock or New Securities, such Xxxxxx
Stockholder shall provided each of JEDI and TCW with a Transfer Notice in
accordance with paragraph (a) above, except that in the case of a proposed
Transfer in a "brokers' transaction" (as such term is defined in
Rule 144(f) under the Securities Act of 1933, as amended), the Proposed
Sale Price shall be the average of the high and low sale prices of the
Common Stock or New Securities on the principal market on which such
securities are traded on the date of the Transfer Notice.
(2) JEDI and TCW shall have the right, for a period of twenty
days following receipt of the Transfer Notice, to elect to acquire all, but
not less than all, of the shares to be Transferred by the Xxxxxx
Stockholder at a cash price equal to the Proposed Sale Price or, if the
Proposed Sale Price consists of noncash consideration, for substantially
identical consideration. JEDI and TCW may exercise the foregoing right by
delivering to the Xxxxxx Stockholder making the proposed transfer, within
twenty days after receipt of the Transfer Notice, written notice (a
"JEDI/TCW Acceptance Notice") of its intention to purchase the shares
proposed to be Transferred by the Xxxxxx Stockholder. If both JEDI and TCW
deliver a JEDI/TCW Acceptance Notice, each of JEDI and TCW shall be
entitled and
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obligated to acquire, against payment of the portion of the Proposed
Sale Price attributable thereto, a number of the shares proposed to be
transferred by the Xxxxxx Stockholder (rounded to the nearest whole
number of shares) equal to the product of (A) the total number of
shares proposed to be Transferred by the Xxxxxx Stockholder and (B) a
fraction, the numerator of which is the number of shares of Common
Stock or New Securities held by JEDI and TCW, as the case may be, and
their Permitted Transferees and the denominator of which is the number
of shares of Common Stock or New Securities held by all of JEDI, TCW
and their Permitted Transferees. The closing of any acquisition of
shares by JEDI or TCW shall be consummated on the Proposed Closing Date
at the principal offices of the Company (unless otherwise mutually
agreed), at which time the purchase price (in the form of one or more
wire transfers to an account designated by the Xxxxxx Stockholder
making the proposed Transfer, or, if other than cash, in a form
acceptable to the such Xxxxxx Stockholder) shall be delivered to such
Xxxxxx Stockholder or its representative and such Xxxxxx Stockholder
shall deliver to the JEDI and/or TCW, as the case may be, certificates
representing the shares to be Transferred, duly endorsed for transfer
or accompanied by duly executed stock powers, free and clear of all
encumbrances other than this Agreement.
(3) If the neither JEDI nor TCW elects to acquire the shares
proposed to be Transferred by the Xxxxxx Stockholder within the
applicable time period, the Xxxxxx Stockholder shall be free to
consummate the proposed Transfer on the terms set forth in the Transfer
Notice, provided the proposed Transfer on the terms set forth in the
Transfer Notice is consummated within ninety days after the date of
receipt of the Transfer Notice.
3. TAG ALONG RIGHTS; LIMITATION ON TRANSFERS BY CERTAIN STOCKHOLDERS.
(a) Each of Mercury, QELC, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx
X. Xxxxxx and Xxxx Xxxxxx Self (collectively, the "Xxxxxx Stockholders," and
each, a "Xxxxxx Stockholder") agrees that, from and after the Termination
Date and until JEDI, TCW and their Permitted Transferees no longer own any
shares of Common Stock or New Securities, such Xxxxxx Stockholder will not
Transfer any shares of Common Stock except for Permitted Transfers without
first providing JEDI and TCW the right to join in such transfer in accordance
with the following provisions:
(1) If a Xxxxxx Stockholder desires to Transfer, other than
in a Permitted Transfer, shares of Common Stock or New Securities (a
"Proposed Transfer"), the Xxxxxx Stockholder shall cause the proposed
transferee (the "Proposed Transferee") to make a written offer (the
"Offer") to each of JEDI and TCW to purchase, on the same terms offered
to the Xxxxxx Stockholder, from each of JEDI and TCW a number of shares
of Common Stock or New Securities (rounded to the nearest whole number
of shares) (the "Offered
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Shares") equal to the product of (A) a fraction the numerator of which
is the number of shares of Common Stock or New Securities held by JEDI
(in the case of the Offer to JEDI) or the number of shares of Common
Stock or New Securities held by TCW (in the case of the Offer to TCW)
and the denominator of which is the total number of shares of Common
Stock issued pursuant to the Merger Agreement or New Securities issued
upon conversion of or in exchange for such shares of Common Stock (in
each case as adjusted to take into account stock splits, dividends or
combinations) and (B) the total number of shares of Common Stock or New
Securities to be purchased from the Xxxxxx Stockholder in the Proposed
Transfer. The Offer shall specify the total number of shares of Common
Stock or New Securities to be purchased from the Xxxxxx Stockholder,
the per share consideration to be paid and the other terms of the
Proposed Transfer, including the closing date for the Proposed
Transfer, which shall not be less than twenty days nor more than ninety
days after the date the Offer is received by JEDI and TCW.
(2) Each of JEDI and TCW shall have the right, for a period
of twenty days following its receipt of an Offer, to elect to accept
the Offer with respect to the all or a portion of the Offered Shares by
delivering to the Proposed Transferee within twenty days after receipt
of the Offer a written acceptance (an "Acceptance") of the Offer,
specifying the number of shares to be Transferred by it. The number of
shares of Common Stock or New Securities to be Transferred by the
Xxxxxx Stockholder in the Proposed Transfer shall be reduced by the
number of shares of Common Stock or New Securities to be Transferred by
JEDI and TCW in the Proposed Transfer. Closing of the Proposed Transfer
shall be made on reasonable terms specified in the Offer, which terms
shall include only those terms that are customary in transactions
similar to the Proposed Transfer. In the event that JEDI or TCW does
not deliver an Acceptance within ten days after receipt of an Offer,
the Offer shall expire.
(b) Notwithstanding the foregoing, until the Expiration Date,
without the prior written consent of each of JEDI and TCW, except for
Permitted Transfers no Xxxxxx Stockholder shall Transfer any shares of Common
Stock in the event that the Transfer would result in the Xxxxxx Stockholders
and their Permitted Transferees owning beneficially or of record in the
aggregate less than a majority of the outstanding shares of Common Stock, nor
shall any Xxxxxx Stockholder Transfer any shares of Common Stock in the event
that the Transfer would result in such Xxxxxx Stockholder and its Permitted
Transferees owning beneficially or of record less than a majority of the
shares of Common Stock owned by such Xxxxxx Stockholder as set forth on
EXHIBIT A. Any consent by JEDI and TCW to a Transfer prohibited by this
paragraph (b) shall not effect the rights of first refusal or tag along
rights of the Company or any Stockholders with respect to such Transfer
pursuant to Section 2 or this Section 3. In addition until the rights
provided in paragraph (a) above
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no longer apply, no Xxxxxx Stockholder shall make any Transfer, other than a
Permitted Transfer, for consideration other than cash or Publicly Traded
securities.
(c) Each of Mercury, MPC, Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X.
Xxxxxx and Xxxx Xxxxxx Self agrees that (except for transfers that would
constitute Permitted Transfers if made by such person with respect to Common
Stock to transferees who agree in writing to be bound by the provisions of
this paragraph (b)), until the Expiration Date, such person will not Transfer
any shares of the capital stock of Mercury or MPC held by it or any
membership interests in QELC held by it. Each of Mercury, MPC and QELC
agrees that it will not issue any shares of its capital stock or membership
interests, as the case may be, or any rights, warrants, options or other
securities that are convertible into or exchangeable for shares of its
capital stock or membership interests or enter into any contract, agreement,
commitment, understanding or arrangement of any kind relating to the issuance
of its capital stock or membership interests. Each of the Xxxxxx
Stockholders hereby represents and warrants to the other Stockholders that
the issued and outstanding capital stock of Mercury and MPC as of the date
hereof and the issued and outstanding membership interests of QELC are as set
forth in EXHIBIT C hereto and there are no outstanding rights, warrants,
options, or other securities that are convertible into or exchangeable for
shares of capital stock of Mercury or MPC or membership interests of QELC,
and no outstanding contracts, agreements, commitments, understandings or
arrangements of any kind relating to the issuance of the capital stock of
Mercury or MPC or membership interests of QELC.
(d) No Transfer of Common Stock shall be made under this Section 3
unless the Proposed Transferee agrees in writing to be bound by the terms of
this Agreement by executing an Adoption Agreement, whereupon such Proposed
Transferee shall be deemed a "Stockholder" and shall have all of the rights
and obligations of a Stockholder under this Agreement and any shares of
Common Stock held by such Proposed Transferee shall be subject to the
provisions hereof.
4. PREEMPTIVE RIGHTS.
(a) From and after the date of this Agreement and until the
Expiration Date, each of JEDI and TCW shall have the right (which may be
exercised in whole or in part) to purchase its proportionate share of any
additional Common Stock issued by the Company, at the same Price (as defined
herein) and on the same terms as the Common Stock to be sold by the Company.
The number of shares of Common Stock JEDI or TCW shall have a right to
acquire pursuant to this Section 4 shall be based upon the proportion of the
total outstanding shares of Common Stock which is owned by JEDI or TCW. The
Company shall notify JEDI and TCW in writing (an "Issuance Notice") at least
20 days prior to the issuance of any Common Stock. Each Issuance Notice
shall set forth the number of shares of Common Stock proposed to be issued
and sold, the Price to be paid for such Common Stock and the proposed date of
issuance (the "Issuance Date"). Each of JEDI and
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TCW shall notify the Company prior to the Issuance Date if it elects to
exercise its right to purchase Common Stock and, if it makes such an
election, shall make payment in cash for the Common Stock by certified check
or wire transfer on or prior to the later of the Issuance Date or the actual
date of issuance. Upon receipt of such payment by the Company, JEDI or TCW,
as the case may be shall be deemed for all purposes to be the owner of such
shares of Common Stock, and the Company shall cause certificates representing
such Common Stock to be issued to JEDI or TCW on such date of issuance. The
Company may sell Common Stock described in an Issuance Notice, during a
period not to exceed 30 days after the Issuance Date. Thereafter, any
issuance by the Company must again be preceded by an offer to JEDI and TCW
hereunder.
(b) As used herein, the "Price" at which Common Stock is to be
issued by the Company shall be (i) in the case of cash consideration paid for
such Common Stock, the amount of such cash consideration and (ii) in the case
of noncash consideration, the fair market value of such consideration, as
determined in good faith by the Board of Directors of the Company.
5. BOARD REPRESENTATION.
(a) The Company, subject to its fiduciary duties under applicable
state law and each of the Stockholders agree and acknowledge that each of
JEDI (until it and its Permitted Transferees no longer own any shares of
Common Stock or New Securities) and TCW (until it and its Permitted
Transferees no longer own any shares of Common Stock or New Securities) shall
have the right, exercisable at any time and acting alone, to elect one or
more members of the Board of Directors of the Company as determined below.
The Stockholders shall at all times cause the number of directors
constituting the whole Board of Directors to be no greater than five plus the
number of directors elected pursuant to this Section 5. The number of
directors that each of JEDI and TCW shall be entitled to elect shall be that
number of directors that represents a percentage of the entire board of
directors that is as close as possible to the percentage of outstanding
shares of Common Stock held by JEDI or TCW, as the case may be, but in no
case less than one. Any director elected by JEDI pursuant to this Section 5
may be removed only by JEDI, and any vacancy resulting from the resignation,
removal or death of any director elected by JEDI may be filled only by JEDI,
and neither the Company nor any Stockholder other than JEDI shall take any
action to remove any such director or fill any such vacancy. Any director
elected by TCW pursuant to this Section 5 may be removed only by TCW, and any
vacancy resulting from the resignation, removal or death of any director
elected by TCW may be filled only by TCW, and neither the Company nor any
Stockholder other than TCW shall take any action to remove any such director
or fill any such vacancy.
(b) In order to facilitate the rights of JEDI set forth in
paragraph (a) of this Section 5, each of the Stockholders other than JEDI
hereby grants to JEDI its proxy, which (being coupled with an interest) shall
be irrevocable, to take any of the following actions, either by written
consent
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or at a meeting of the Company's stockholders: (i) to amend the Bylaws of the
Company to increase the maximum authorized number of directors if necessary
to allow JEDI to elect the number of directors that it is entitled to elect
pursuant to this Section 5; (ii) to increase the number of directors
constituting the entire Board of Directors to allow JEDI to elect the number
of directors that it is entitled to elect pursuant to this Section 5 and to
elect directors to fill the vacancies created by such increase; (iii) to
remove a director elected by JEDI pursuant to clause (ii) or (iv); and (iv)
to fill any vacancy on the Board of Directors resulting from the removal,
resignation or death of a director elected by JEDI pursuant to clause (ii) or
this clause (iv). The proxy granted hereby shall terminate upon the
termination of JEDI's right to elect directors pursuant to paragraph (a) of
this Section 5.
(c) In order to facilitate the rights of TCW set forth in
paragraph (a) of this Section 5, each of the Stockholders other than TCW
hereby grants to TCW its proxy, which (being coupled with an interest) shall
be irrevocable, to take any of the following actions, either by written
consent or at a meeting of the Company's stockholders: (i) to amend the
Bylaws of the Company to increase the maximum authorized number of directors
if necessary to allow TCW to elect the number of directors that it is
entitled to elect pursuant to this Section 5; (ii) to increase the number of
directors constituting the entire Board of Directors to allow TCW to elect
the number of directors that it is entitled to elect pursuant to this Section
5 and to elect directors to fill the vacancies created by such increase;
(iii) to remove a director elected by TCW pursuant to clause (ii) or (iv);
and (iv) to fill any vacancy on the Board of Directors resulting from the
removal, resignation or death of a director elected by TCW pursuant to clause
(ii) or this clause (iv). The proxy granted hereby shall terminate upon the
termination of TCW's right to elect directors pursuant to paragraph (a) of
this Section 5.
(d) The Company and each Stockholder hereby agrees that each of
JEDI and TCW shall be entitled to (a) receive prior notice of any action
proposed to be taken by the Board of Directors of the Company (or any
committee thereof), (b) receive such notices as required to be given to
directors of the Company of any meeting of the Board of Directors of the
Company (or any committee thereof), (c) in lieu of its right to elect one or
more members of the Board of Directors of the Company provided above)
designate no more than two persons to attend any meeting of the Board of
Directors of the Company, as observers, (d) receive, promptly upon
completion, all written management reports and written management accounts
relating to the Company, to the extent such reports and accounts are provided
to the Board of Directors of the Company (or any committee thereof)
6. PERMITTED TRANSFERS; RIGHT TO PURCHASE.
(a) As used in this Agreement, "Permitted Transfer" shall mean, in
the case of an individual Stockholder, any Transfer (i) by will or the laws
of descent and distribution or
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otherwise by operation of law or judicial decree or (ii) to (A) such
Stockholder's spouse or (B) any trust solely for the benefit of the
Stockholder, the Stockholder's spouse, or their descendants, provided in the
case of an individual Stockholder who is a Xxxxxx Stockholder that the
trustee of such trust is acceptable to JEDI and TCW. In the case of a
Stockholder that is not an individual, "Permitted Transfer" shall mean a
Transfer (i) by operation of law or judicial decree or (ii) except in the
case of Mercury, QELC and any Permitted Transferee of a Xxxxxx Stockholder,
to any entity directly or indirectly controlling or controlled by or under
direct or indirect common control with such Stockholder. For the purposes of
this definition, "control," when used with respect to any entity means the
power to direct the management and policies of such entity, directly or
indirectly, whether through the ownership of voting securities, by contract
or otherwise, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing. "Permitted Transfer" shall also mean (i) with
respect to any Stockholder, a Transfer of shares of Common Stock in exchange
for equity securities of the Company or any other entity (any shares
belonging to the same class or series as such equity securities are referred
to herein as "New Securities") in connection with the merger or consolidation
of the Company with or into another entity, provided that the New Securities
are Publicly Traded, (ii) with respect to JEDI, a Transfer to Mercury
pursuant to the Stock Transfer Agreement, (iii) with respect to TCW, any
Transfer pursuant to the Put/Call Agreement (as defined in the Merger
Agreement) or any Transfer to any party for which TCW shall beneficially hold
any shares of Common Stock (a "beneficial owner") or any successor custodian,
sub-custodian, investment manager, fiduciary or party holding a similar
capacity with respect to such beneficial owner, and (iv) with respect to
QELC, a Transfer to its members. Notwithstanding the foregoing, no Transfer
(other than a Transfer of Common Stock in exchange for New Securities in
connection with the merger or consolidation of the Company with or into
another entity) shall constitute a Permitted Transfer unless the transferee
(a "Permitted Transferee") agrees in writing to be bound by the terms of this
Agreement by executing an Adoption Agreement, whereupon such Proposed
Transferee shall be deemed a "Stockholder" and shall have all of the rights
and obligations of a Stockholder under this Agreement and any shares of
Common Stock held by such Proposed Transferee shall be subject to the
provisions hereof. In addition, a Permitted Transferee of a Xxxxxx
Stockholder, JEDI or TCW shall succeed to all of the rights and obligations
of the Stockholder making the Transfer to such Permitted Transferee.
(b) Immediately following any Permitted Transfer that is made by
will or the laws of descent and distribution (other than a Transfer to the
Stockholder's spouse, parents, siblings or lineal descendants or a trust
solely for their benefit) or otherwise by operation of law or judicial decree
(a "Special Permitted Transfer"), the Company and the Initial Stockholders
shall have the opportunity to purchase the shares of Common Stock Transferred
in the Special Permitted Transfer (the "Transferred Shares") in accordance
with the following provisions:
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(1) Within thirty days after the date of the Special
Permitted Transfer, the Company shall obtain, at its expense, an
appraisal of the Transferred Shares from an independent appraiser that
is reasonably satisfactory to the Permitted Transferee that received
the Transferred Shares in the Special Permitted Transfer (the "Special
Permitted Transferee"). The appraised value of the Transferred Shares
resulting from such appraisal is referred to herein as the "Appraised
Value."
(2) The Company shall have the right, for a period of ten
days following the date the Appraised Value is determined, to elect to
acquire from the Special Permitted Transferee all, but not less than
all, of the Transferred Shares at a cash price equal to the Appraised
Value. The Company may exercise the foregoing right by delivering to
the Special Permitted Transferee, within ten days after the date the
Appraised Value is determined, a written notice (a "Purchase Notice")
of its intention to purchase the Transferred Shares. The Company may
exercise the foregoing right only with the prior written consent of TCW
and JEDI. The closing of any acquisition of Transferred Shares by the
Company shall be consummated on the fifth day after the date the
Purchase Notice is received by the Special Permitted Transferee at the
principal offices of the Company (unless otherwise mutually agreed), at
which time the purchase price (in the form of a wire transfer to an
account designated by the Special Permitted Transferee) shall be
delivered to the Special Permitted Transferee or its representative and
the Special Permitted Transferee shall deliver to the Company
certificates representing the Transferred Shares, duly endorsed for
transfer or accompanied by duly executed stock powers.
(3) If the Company does not elect to acquire the Transferred
Shares by delivering a Purchase Notice within ten days after the date
the Appraised Value is determined, the Initial Stockholders shall have
the right, for a period of twenty days following the expiration of the
twenty day period during which the Company was entitled to elect to
acquire the Transferred Shares, to elect to acquire all, but not less
than all, of the Transferred Shares at a cash price equal to the
Appraised Value. Each Initial Stockholder may exercise the foregoing
right by delivering to the Special Permitted Transferee, within ten
days after the expiration of the ten day period during which the
Company was entitled to elect to acquire the Transferred Shares,
written notice (a "Stockholder Purchase Notice") of its intention to
purchase Transferred Shares. If more than one Initial Stockholder
timely delivers a Stockholder Purchase Notice, each such Initial
Stockholder shall be entitled and obligated to acquire, against payment
of the portion of the Appraised Value attributable thereto, a number of
Transferred Shares (rounded to the nearest whole number of Transferred
Shares) equal to the product of (A) the total number of Transferred
Shares and (B) a fraction, the numerator of which is the number of
shares of Common Stock held
-11-
by such Initial Stockholder and the denominator of which is the number
of shares of Common Stock held by all of the Initial Stockholders that
have timely delivered a Stockholder Purchase Notice. The closing of any
acquisition of Transferred Shares by the Initial Stockholders shall be
consummated on the fifth day after the last day on which a Stockholder
Purchase Notice may timely be delivered at the principal offices of the
Company (unless otherwise mutually agreed), at which time the purchase
price (in the form of one or more wire transfers to an account
designated by the Special Permitted Transferee) shall be delivered to
the Special Permitted Transferee or its representative and the Special
Permitted Transferee shall deliver to the appropriate Initial
Stockholders certificates representing the Transferred Shares, duly
endorsed for transfer or accompanied by duly executed stock powers.
(c) Notwithstanding anything herein to the contrary, this
Agreement shall not apply (i) to any Transfer by Mercury to its employees of
options to purchase shares of common stock, par value $.01 per share, of MSR
Exploration Ltd. ("MSR Common Stock") from Mercury pursuant to the Mercury
Exploration Company 1998 Non-Qualified Stock Option Plan, as such plan is in
effect as of the date hereof, or to the Transfer by Mercury of shares of MSR
Common Stock pursuant to the exercise of such options, provided that the
total number of shares of MSR Common Stock issuable upon the exercise of such
options does not exceed 2,000,000 shares (adjusted for stock splits,
dividends or combinations or similar recapitalizations), of MSR Common Stock,
(ii) to any Transfer to NationsBank of Texas, N.A., as Agent ("NationsBank")
pursuant to a pledge of stock under the Credit Agreement dated April 9, 1998
between the Company and NationsBank (such pledged stock being hereinafter
referred to as "Pledged Stock"), or (iii) to any Pledged Stock Transferred by
NationsBank pursuant to foreclosure, retention in lieu of foreclosure or a
Transfer in lieu of foreclosure (a "foreclosure event") pursuant to a pledge
under such Credit Agreement, in each case unless such stock is acquired by an
Initial Stockholder or its Permitted Transferees; provided that the
provisions of clauses (ii) and (iii) of this sentence shall terminate upon
consummation of any merger or similar business combination involving the
Company and MSR Exploration Ltd. Subject to the foregoing proviso, it is the
intent of the parties hereto that, following a foreclosure event, neither the
Pledged Stock subject to the foreclosure event nor the owner of such Pledged
Stock (other than an Initial Stockholder) will be subject to this Agreement
in any respect.
7. LEGEND ON CERTIFICATES; STOP TRANSFER ORDERS. The parties hereto
agree to the placement on certificates representing shares of Common Stock
and any New Securities of a legend indicating that such securities may not be
Transferred except in accordance with this Agreement and to the entry of a
stop transfer order with the transfer agent for such securities against the
transfer of such securities except in accordance with this Agreement.
8. CERTAIN COVENANTS OF THE COMPANY AND THE STOCKHOLDERS. The Company
hereby covenants and agrees with JEDI and TCW as follows, and each of the
Stockholders agrees to vote its shares of Common Stock or New Securities to
cause the Company not to breach such covenants
-12-
and agreements and any covenants and agreements of the Company contained in
any of the Basic Documents (as defined in the Merger Agreement), until (i)
with respect to paragraphs (i) and (j), the Expiration Date and (ii) with
respect to all paragraphs other than (i) and (j), until JEDI, TCW and their
Permitted Transferees no longer own any shares of Common Stock or New
Securities.
(a) The Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory); PROVIDED, HOWEVER, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to JEDI or TCW.
(b) The Company shall comply with all applicable federal, state
and local laws, rules and regulations, including, without limitation,
Environmental Laws (as defined in the Merger Agreement), except where failure
to comply will not have a Material Adverse Effect (as defined in the Merger
Agreement) on the Company.
(c) The Company will cause all properties (except as to properties
not operated by it, as to which the Company shall use commercially reasonably
efforts) owned by it or used or held for use in the conduct of its business
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as
in the judgment of the Company may be necessary so that the business carried
on in connection therewith may be properly and advantageously conducted at
all times; PROVIDED, HOWEVER, that nothing in this paragraph shall prevent
the Company from discontinuing the maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business and not disadvantageous in any material respect to
JEDI or TCW.
(d) The Company shall not materially change any method of
accounting employed in the preparation of its financial statements from the
methods employed in the preparation of the audited consolidated financial
statements of Mercury and MGP for the year ended December 31, 1997, unless
required to conform to generally accepted accounting principles and
recommended by the Company's independent auditors or approved in writing by
JEDI and TCW, which approval will not be unreasonably withheld or delayed.
(e) Each of JEDI and TCW shall be entitled at any reasonable time
to inspect any and all of the properties, books and records of the Company at
the expense of the Company up to $5,000 per year for each of JEDI and TCW.
-13-
(f) The Company will not engage in any sale of any of its assets
unless such asset sale is for not less than the fair market value of the
assets sold (as determined in good faith by the Board of Directors of the
Company).
(g) The Company will not, directly or indirectly, enter into any
transaction or series of related transactions involving aggregate
consideration equal to or greater than $60,000 (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with any Affiliate (as defined in Rule 405 under
the Securities Act of 1933) of the Company unless (a) such transaction is on
terms that are no less favorable to the Company than those that could have
been obtained in a transaction between the Company and unaffiliated party in
an arm's-length transaction and (b) such transaction is approved by a
majority of the disinterested members of the Board of Directors or if there
are no such members, then by a majority of the shares of the Common Stock
held by disinterested stockholders.
(h) The Company shall provide to JEDI and TCW as promptly as
practicable, but in no event later than 50 days after the end of each fiscal
quarter, unaudited consolidated balance sheets as of the end of such fiscal
quarter, and the related statements of income and cash flows for such quarter
and as promptly as practicable, but in no event later than 90 days after the
close of each fiscal year, audited consolidated balance sheets of the Company
as of the end of such fiscal year and the related audited statements of
income and cash flows for such year; all such financial statements shall be
prepared in conformity with generally accepted accounting principles, and all
such audited financial statements shall be audited by a national accounting
firm that is among those firms commonly referred to as the "Big Six" . The
Company shall within 60 days after the close of each fiscal year provide to
JEDI and TCW a reserve report dated as of January 1 of the succeeding year
covering all of Oil and Gas Properties (as defined in the Merger Agreement)
of the Company as of such date, which report shall be prepared in accordance
with the guidelines of S.P.E.E. and S.P.E. by an independent engineering firm
acceptable to JEDI and TCW. Monthly, by the 5th day of the month, the
Company shall furnish to JEDI and TCW a report showing the gross production
of Hydrocarbons (as defined in the Merger Agreement) from each well, the
gross production of Hydrocarbons attributable to the Company, the quantity of
Hydrocarbons sold for the account of or taken in kind by the Company, the
current status of any gas imbalances affecting the Company, the cumulative
amount of Hydrocarbons remaining to be delivered therefrom, the number of
xxxxx operated, xxxxx drilled and xxxxx abandoned and lease operating
expenses on a per well basis. Such reports shall contain (i) estimates for
the immediately preceding month and (ii) year-to-date information based on
actual production and actual costs and expense data. Prior to the end of
each fiscal year, the Company shall provide to each of JEDI and TCW a budget
on a monthly basis for the coming fiscal year. From time to time the Company
shall provide to JEDI and TCW such other information concerning the business,
affairs and operations of the Company as JEDI or TCW may reasonably request.
-14-
(i) Without the prior written consent of JEDI and TCW, the Company
shall not (1) amend, alter or repeal any provision of its Certificate of
Incorporation or Bylaws; (2) authorize, create or issue, increase the
authorized amount of, or redeem, purchase or otherwise acquire any shares of
capital stock; (3) merge or consolidate with or into any other corporation or
other entity or sell of all or substantially all of the Company's assets; (4)
engage in any reorganization, restructuring, recapitalization or other
similar transaction that requires the approval of the stockholders of the
Company; (5) incur Indebtedness (as defined in the Merger Agreement) in an
amount that would cause the Company's ratio of Indebtedness to stockholders'
equity determined in accordance with generally accepted accounting principles
and shown on the Company's balance sheet as of the end of the Company's most
recently completed fiscal quarter to be greater than 0.7:1; (6) acquire, in
one transaction or series of related transactions, any assets for
consideration in excess of $1,000,000; (7) dissolve, liquidate or wind-up;
(8) sell or transfer assets representing 10% or more of the total assets of
the Company as reflected on the most recent balance sheet delivered pursuant
to paragraph (h) above, or prior to the delivery of the first such balance
sheet, based on values used in determining the numbers of shares to be issued
under the Merger Agreement; or (9) expand the nature of the business
conducted by the Company beyond that conducted by the Company as of the date
of this Agreement.
(j) The Company shall use its reasonable best efforts, subject to
the rights of JEDI and TCW pursuant to paragraph (i) above, to engage as soon
as practicable in a transaction that results in the Common Stock becoming
Publicly Traded or being exchanged for or converted into New Securities that
are Publicly Traded and to cause the shares of Common Stock or New Securities
held by JEDI and TCW to be registered and freely tradable, without limitation
as to volume or manner of sale, following the consummation of such
transaction.
(k) For so long as JEDI or TCW or its respective Affiliates own
any shares of Common Stock, neither the Company nor any of its subsidiaries
will enter into any agreement that would purport to impose restrictions or
limitations on the business, operations or assets of JEDI or TCW or its
respective Affiliates by virtue of JEDI's or TCW's or its respective
Affiliates' ownership in the Company, including, without limitation, any
"area of mutual interest" agreement or similar agreement that would have the
effect of binding JEDI or TCW or any of their respective Affiliates or
properties. For purposes of this paragraph (k), the term "Affiliate," when
used to refer to Affiliates of JEDI or TCW, shall exclude the Company and its
Affiliates.
(l) As soon as practicable following the exercise by JEDI or TCW
of its right pursuant to Section 5 to elect one or more members of the Board
of Directors of the Company, the Company shall obtain customary directors'
and officers' liability insurance for the benefit of its directors and
officers.
-15-
9. MISCELLANEOUS.
(a) This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the parties hereto. Notwithstanding the
foregoing, the rights and obligations of the parties hereunder shall not be
assignable, except that the rights and obligations hereunder shall be
assigned to any transferee of shares of Common Stock or New Securities that
executes an Adoption Agreement.
(b) Any controversy, dispute or claim arising out of or relating
to this Agreement or any of the other documents contemplated hereby or the
transactions contemplated hereby or thereby (a "Dispute") shall be resolved
by arbitration administered by the American Arbitration Association (the
"AAA") in accordance with the terms of this paragraph (c), the Commercial
Arbitration Rules of the AAA, and, to the maximum extent applicable, the
United Stated Arbitration Act. Judgment on any matter rendered by
arbitrators may be entered in any court having jurisdiction. Any arbitration
shall be conducted before three arbitrators. The arbitrators shall be
individuals knowledgeable in the subject matter of the Dispute. Each party
shall select one arbitrator and the two arbitrators so selected shall select
the third arbitrator. If the third arbitrator is not selected within 15 days
after the request for an arbitration, then any party may request the AAA to
select the third arbitrator. The arbitrators may engage engineers,
accountants or other consultants they deem necessary to render a conclusion
in the arbitration proceeding. To the maximum extent practicable, an
arbitration proceeding hereunder shall be concluded within 45 days of the
filing of the Dispute with the AAA. Arbitration proceedings shall be
conducted in Houston, Texas. Arbitrators shall be empowered to impose
sanctions and to take such other actions as the arbitrators deem necessary to
the same extent a judge could impose sanctions or take such other actions
pursuant to the Federal Rules of Civil Procedure and applicable law. At the
conclusion of any arbitration proceeding, the arbitrators shall make specific
written findings of fact and conclusions of law. The arbitrators shall have
the power to award recovery of all costs and fees to the prevailing party.
All fees of the arbitrators and any engineer, accountant or other consultant
engaged by the arbitrators, shall be shared equally unless otherwise awarded
by the arbitrators.
(c) Each of the parties hereto acknowledges and agrees that the
other parties would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms
or otherwise are breached. Accordingly, each of the parties agrees that the
other parties shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
parties and the matter or with any arbitrators pursuant to paragraph (b)
above in addition to any other remedy to which it may be entitled, at law or
in equity,
-16-
and if any action should be brought in equity to enforce any of the
provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law.
(d) 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.
(e) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) The laws of the State of Texas shall govern this Agreement
without regard to principles of conflict of laws.
(g) Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting or impairing the
validity or enforceability of such provision in any other jurisdiction.
(h) This Agreement, together with the Merger Agreement and the
other Basic Documents (as defined in the Merger Agreement), is intended by
the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This
Agreement, the Merger Agreement and the other Basic Documents supersede all
prior agreements and understandings between the parties with respect to such
subject matter.
(i) This Agreement may be amended only by means of a written
amendment signed by all of the parties hereto.
(j) All notices provided for hereunder shall be given by telecopy
(confirmed by overnight delivery), air courier guaranteeing overnight
delivery or personal delivery at the following addresses:
-17-
If to the Company:
Quicksilver Resources Inc.
0000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxx
Telecopier: (000) 000-0000
If to Mercury:
Mercury Exploration Company
0000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxx
Telecopier: (000) 000-0000
If to Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxx Xxxxxx
Self, Xxxx X. Xxxxxxx or Xxxx Xxxx, to such individual in care of:
Mercury Exploration Company
0000 Xxxxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxx
Telecopier: (000) 000-0000
If to TCW:
Trust Company of the West
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopier: (000) 000-0000
and
-18-
TCW Asset Management Company
2175 First Interstate Bank Plaza
0000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxx
Telecopier: (000) 000-0000
with copies to:
Milbank, Tweed, Xxxxxx & XxXxxx
000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxx
Telecopier: (000) 000-0000
If to JEDI:
Joint Energy Development Investments Limited Partnership
c/o Enron Capital Management Limited Partnership
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
with copies to:
Enron Capital & Trade Resources
Corp. Legal Department
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx St. Clair and Xxxxxx X. Xxxxxxxx
Telecopier: (000) 000-0000
Enron Capital & Trade Resources
Compliance Department
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx
Telecopier: (000) 000-0000 or (000) 000-0000
-19-
or to such other address as any such party may designate by notice in the
manner provided above. All such notices shall be deemed to have been
delivered and received at the time delivered by hand, if personally
delivered, when receipt acknowledged, if telecopied, and on the next business
day, if timely delivered to an air courier guaranteeing overnight delivery.
-20-
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
-----------------------
MERCURY EXPLORATION COMPANY
By: /s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
------------------------
Title: Vice President
-----------------------
MERCURY PRODUCTION COMPANY
By: /s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
------------------------
Title: Vice President
-----------------------
/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
-21-
/s/ Xxxx Xxxx
------------------------------
Xxxx Xxxx
/s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
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. Xxxxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxxxx
------------------------
Title: Managing Director
-----------------------
By: /s/ Xxxx X. XxxXxxxx
--------------------------
Name: Xxxx X. XxxXxxxx
------------------------
Title: Senior Vice President
-----------------------
-22-
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
-----------------------------
Name: Xxxxx X. Xxxxxx
---------------------------
Title: Agent and Attorney-in-Fact
--------------------------
QUICKSILVER RESOURCES, INC.
SPOUSAL CONSENT
The undersigned spouse of Xxxx Xxxxxx executes this Consent to
acknowledge his or her joining the Stockholders Agreement dated as of April
9, 1998 by and between Quicksilver Resources Inc., a Delaware corporation
(the "Company"), and the persons identified therein as "Stockholders" with
respect to her community property interest, if any, in the shares of common
stock, par value $.01 per share, of the Company held by ____________________.
WITNESS: SPOUSE:
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Self
----------------------------- -----------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Self
------------------------ ------------------------------
Date: Date:
------------------------ ------------------------------
QUICKSILVER RESOURCES, INC.
SPOUSAL CONSENT
The undersigned spouse of ____________________ executes this Consent to
acknowledge his or her joining the Stockholders Agreement dated as of April
9, 1998 by and between Quicksilver Resources Inc., a Delaware corporation
(the "Company"), and the persons identified therein as "Stockholders" with
respect to her community property interest, if any, in the shares of common
stock, par value $.01 per share, of the Company held by ____________________.
WITNESS: SPOUSE:
/s/ Xxxxxxxx X. Xxxxxx
----------------------------- -----------------------------------
Name: Name: Xxxxxxxx X. Xxxxxx
------------------------ ------------------------------
Date: Date:
------------------------ ------------------------------
QUICKSILVER RESOURCES, INC.
SPOUSAL CONSENT
The undersigned spouse of Xxxx X. Xxxxxxx executes this Consent to
acknowledge his or her joining the Stockholders Agreement dated as of April
9, 1998 by and between Quicksilver Resources Inc., a Delaware corporation
(the "Company"), and the persons identified therein as "Stockholders" with
respect to her community property interest, if any, in the shares of common
stock, par value $.01 per share, of the Company held by ____________________.
WITNESS: SPOUSE:
/s/ Xxxxxxx X. New /s/ Xxxxxxx Xxxxxxx
----------------------------- -----------------------------------
Name: Xxxxxxx X. New Name: Xxxxxxx Xxxxxxx
------------------------ ------------------------------
Date: 4/8/98 Date: 4/8/98
------------------------ ------------------------------
QUICKSILVER RESOURCES, INC.
SPOUSAL CONSENT
The undersigned spouse of Xxxx Xxxx executes this Consent to
acknowledge his or her joining the Stockholders Agreement dated as of April
9, 1998 by and between Quicksilver Resources Inc., a Delaware corporation
(the "Company"), and the persons identified therein as "Stockholders" with
respect to her community property interest, if any, in the shares of common
stock, par value $.01 per share, of the Company held by ____________________.
WITNESS: SPOUSE:
/s/ B. Xxx Xxxxxx /s/ Xxxxx Xxxx
----------------------------- -----------------------------------
Name: B. Xxx Xxxxxx Name: Xxxxx Xxxx
------------------------ ------------------------------
Date: 4/8/98 Date: 4/8/98
------------------------ ------------------------------
QUICKSILVER RESOURCES, INC.
SPOUSAL CONSENT
The undersigned spouse of Xxxxx Xxxxxx executes this Consent to
acknowledge his or her joining the Stockholders Agreement dated as of April
9, 1998 by and between Quicksilver Resources Inc., a Delaware corporation
(the "Company"), and the persons identified therein as "Stockholders" with
respect to her community property interest, if any, in the shares of common
stock, par value $.01 per share, of the Company held by ____________________.
WITNESS: SPOUSE:
/s/ Xxxxxxx X. Xxxxx /s/ Xxxx Xxxxxx
----------------------------- -----------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxx
------------------------ ------------------------------
Date: Date:
------------------------ ------------------------------
EXHIBIT B
ADOPTION AGREEMENT
This Adoption Agreement ("Agreement") is executed by the person or
entity named as "TRANSFEREE" below pursuant to the terms of the Stockholders
Agreement dated as of April 9, 1998 ("Stockholders Agreement"), relating to
shares of Common Stock, $.01 per share, of Quicksilver Resources Inc., a
Delaware corporation. Initially capitalized terms used but not otherwise
defined herein, shall have the meanings ascribed to them in the Stockholders
Agreement.
1. ACKNOWLEDGMENT. Transferee acknowledges that Transferee is
acquiring certain shares of Common Stock, or an interest therein, subject to
the terms and conditions of the Stockholders Agreement.
2. AGREEMENT. Transferee (a) agrees that Transferee and the shares
acquired by Transferee shall be bound by and subject to the terms of the
Stockholders Agreement and (b) adopts the Stockholders Agreement with the
same force and effect as if Transferee were a "Stockholder" thereunder.
3. NOTICE. Any notice required or permitted by the Stockholders'
Agreement shall be given to Transferee at the address listed below
Transferee's signature.
4. JOINDER. The spouse of Transferee, if applicable, executes this
Agreement to acknowledge that it is fair and in such spouse's best interests
and to bind such spouse's community interest, if any, in the shares acquired
by Transferee to the terms of the Stockholders Agreement.
This Agreement is executed by Transferee on___________________________.
TRANSFEREE: SPOUSE (if applicable):
------------------------------ ---------------------------------------
Signature Signature
------------------------------ ---------------------------------------
Print Name Print Name
------------------------------
------------------------------
Address
QUICKSILVER RESOURCES INC.
By:
----------------------------------
Name:
---------------------------------
Title:
--------------------------------
