-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TOli1sYMDW0tLPGfDxpw/bepIHsdfzb3YLnXoS+gM0SfgVKMNyRL/1e0MjCkDjLa fdnwjH/7xmWX8oY86Gx4lw== 0000930661-00-000087.txt : 20000202 0000930661-00-000087.hdr.sgml : 20000202 ACCESSION NUMBER: 0000930661-00-000087 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICKSILVER RESOURCES INC CENTRAL INDEX KEY: 0001060990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752756163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55999 FILM NUMBER: 511261 BUSINESS ADDRESS: STREET 1: 1619 PENNSYLVANIA AVE CITY: FORT WORTH STATE: TX ZIP: 76104 BUSINESS PHONE: 8178773151 MAIL ADDRESS: STREET 1: 1619 PENNSYLVANIA AVE CITY: FORT WORTH STATE: TX ZIP: 76104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCURY EXPLORATION CORP CENTRAL INDEX KEY: 0001081787 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1619 PENNSYLVANIA AVE CITY: FORT WORTH STATE: TX ZIP: 76104 MAIL ADDRESS: STREET 1: 1619 PENNSYLVANIA AVE CITY: FORT WORTH STATE: TX ZIP: 76104 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quicksilver Resources Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 74837R-10-4 - -------------------------------------------------------------------------------- (CUSIP Number) Bill Lamkin, 1619 Pennsylvania Avenue, Fort Worth, Texas 76104 (817) 877-3151 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 15, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_] Check the following box if a fee is being paid with the statement. [_] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------- --------------------- CUSIP No. 74837R-10-4 Page 1 of 6 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mercury Exploration Company - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Texas - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 5,808,927 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 5,808,927 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,808,927 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 31.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Schedule 13D Item 1. Security and Issuer. This Schedule 13D relates to the common stock, $0.01 par value ("Common Stock"), of Quicksilver Resources Inc. ("Quicksilver"). Quicksilver is a Delaware corporation and the address of its principal executive offices is: 1619 Pennsylvania Avenue Fort Worth, Texas 76104 Item 2. Identity and Background. (a) Name: Mercury Exploration Company (b) Business Address: The address of the principal executive offices for Mercury Exploration Company is 1619 Pennsylvania Avenue, Fort Worth, Texas 76104. (c) Business Purpose: Mercury Exploration Company is an oil and gas exploration company. (d) Involvement in Certain Legal Proceedings: Mercury Exploration Company has not been convicted in a criminal proceeding during the previous five years. Mercury Exploration Company has not been a party in a civil or administrative proceeding involving an alleged violation of any state or federal securities laws during the previous five years. (e) Citizenship: Mercury Exploration Company is a Texas corporation. Item 3. Source and Amount of Funds or Other Consideration. On July 15, 1999, Mercury purchased 1,340,405 shares of Quicksilver Common Stock from Trust Company of the West ("TCW"). All of the shares were purchased with working capital for a total price of $10,897,493. Item 4. Purpose of Transaction. 2 Mercury purchased 1,340,405 shares of Quicksilver Common Stock from TCW for investment purposes. Item 5. Interest in Securities of the Issuer. Mercury is the beneficial owner of 5,808,927 (or approximately 31.4%) of Quicksilver's outstanding shares, including the warrants mentioned below. Mercury holds the sole power to vote and dispose of all these shares. Mercury also holds warrants to purchase 594,000 shares of Quicksilver's Common Stock, which can be exercised prior to March 31, 2002 subject to the agreement relating to warrants described below. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. AGREEMENT AMONG STOCKHOLDERS Quicksilver, Mercury, Quicksilver Energy, L.C. ("QELC"), the Darden Family, and Joint Energy Development Investments Limited Partnership ("JEDI"), are parties to an Agreement Among Stockholders, dated October 15, 1999 (the "Stockholders Agreement"). Under the Stockholders Agreement, JEDI, so long as it is a holder of Quicksilver Common Stock, has the right to elect a number of members of the Board of Directors of Quicksilver representing a percentage of the entire Board of Directors as close as possible to the percentage of outstanding shares of Quicksilver Common Stock held by JEDI, but in no case less than one. In calculating the percentage of outstanding shares of Common Stock held by JEDI, the number of shares held by JEDI used in the calculation will not exceed 1,340,405. In addition, each of Mercury and QELC have an obligation to provide JEDI with a proportionate right to join in any transfers of shares of Quicksilver Common Stock by Mercury or QELC, excluding 1,340,405 shares owned by Mercury. STOCK TRANSFER AGREEMENT Mercury and JEDI are parties to a Stock Transfer Agreement, dated April 9, 1998 (the "Stock Transfer Agreement"), which, subject to certain conditions, provides Mercury with the right to require JEDI to transfer a portion of the 1,340,405 shares of Quicksilver Common Stock to Mercury. Such portion is a percentage of the excess of the market value of JEDI's shares of Quicksilver Common Stock over an earn-out amount. Mercury may request the transfer (the "Transfer Election") on only one occasion prior to March 4, 2000. 3 AGREEMENT REGARDING WARRANTS Mercury and the Darden family also entered into an agreement regarding warrants with JEDI. Mercury and the Darden family have agreed that they will not exercise their warrants to purchase Quicksilver Common Stock at $12.50 until either (1) the market value of JEDI's Quicksilver Common Stock exceeds $20,995,200; (2) JEDI no longer owns any Quicksilver Common Stock; or (3) JEDI consents to the exercise in writing. LOCK-UP AGREEMENT Mercury is a party to a Lock-Up Agreement entered into in connection with a recent public offering of Common Stock by Quicksilver which restricts Mercury's disposition of its shares of Quicksilver Common Stock for a period of 180 days following November 16, 1999. Item 7. Material to be Filed as Exhibits. - Agreement Among Stockholders, dated October 15, 1999, by and among Quicksilver Resources Inc., Mercury Exploration Company, Quicksilver Energy, L.C., Frank Darden, Thomas F. Darden, Glenn M. Darden, Anne Darden Self, and Joint Energy Development Investments Limited Partnership. - Stock Transfer Agreement between Mercury and Joint Energy Development Investments Limited Partnership, dated April 9, 1998 (as filed as Exhibit 10.8 to Quicksilver's Registration Statement on Form S-4 (SEC File No. 333-66709) and incorporated hereby by reference). - Agreement Regarding Warrants, dated September 1, 1998, by and among Quicksilver Resources Inc., Mercury Exploration Company, Frank Darden, Thomas F. Darden, Glenn M. Darden, Anne Darden Self, Joint Energy Development Investments Limited Partnership and Trust Company of the West (as filed as Exhibit 10.13 to Quicksilver's Registration Statement on Form S-4 (SEC File No. 333-66709) and incorporated hereby by reference). - Lock-Up Agreement dated October 7, 1999, among Mercury Exploration Company and Bear, Stearns & Company, Inc., Dain Rauscher Wessels, and Morgan Keegan & Company, Inc. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 21, 2000 ------------------------------- By: Mercury Exploration Company By: /s/ Frank Darden ------------------------------- Frank Darden Title: Chairman 5 EX-99.A 2 LOCK-UP AGREEMENT DATED OCT 7, 1999 EXHIBIT 99.A BEAR, STEARNS & COMPANY, INC. DAIN RAUSCHER WESSELS RAYMOND JAMES & ASSOCIATES MORGAN KEEGAN & COMPANY, INC. as Representatives of the several Underwriters c/o Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Re: Quicksilver Resources Inc. Ladies and Gentlemen: In consideration of the agreement of the several Underwriters, for which Bear, Stearns & Company, Inc., Dain Rauscher Wessels, Raymond James & Associates and Morgan Keegan & Company, Inc. intend to act as Representatives, to underwrite a proposed public offering (the "Offering") of shares of common stock (the "Common Stock") of Quicksilver Resources Inc., a corporation organized under the laws of the State of Delaware, as contemplated by a registration statement to be filed with the Securities and Exchange Commission on Form S-1, the undersigned hereby (i) agrees that the undersigned will not, directly or indirectly, during a period of one hundred eighty (180) days from the date of the final prospectus for the Offering (the "Lock-Up Period"), without the prior written consent of Bear, Stearns & Co. Inc., issue, sell, offer or agree to sell, grant any option for the sale of, pledge, make any short sale or maintain any short position, establish or maintain a "put equivalent position" (within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended), enter into any swap, derivative transaction or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock (whether any such transaction is to be settled by delivery of Common Stock, other securities, cash or other consideration) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or exchangeable for Common Stock) of the Company or of any of its subsidiaries; and (ii) authorizes the Company during the Lock-Up Period to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of the Company with respect to any shares of Common Stock and any securities convertible into exercisable or exchangeable for Common Stock for which the undersigned is the record holder and, in the case of any such share or securities for which the undersigned is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such shares or securities. Notwithstanding the foregoing: A. If the undersigned is an individual, he or she may transfer shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for Common Stock) by gift, will, or intestate succession to his or her immediate family or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family (for purposes of this paragraph, "immediate family" shall mean spouse, lineal descendant, father, mother, brother or sister of the transferor); B. If the undersigned is a corporation, partnership or limited liability company, it may transfer any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for Common Stock) to its subsidiaries, partners or members, as the case may be; provided, however, that in any such case it shall be a condition to the transfer that (i) each transferee execute an agreement stating that the transferee is receiving and holding the shares of Common Stock (or and securities convertible into, exercisable for, or exchangeable for Common Stock) subject to the provisions of this agreement, and there shall be no further transfer of such shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for Common Stock) except in accordance with this agreement and (ii) that each transferee certifies in writing to Bear, Stearns & Co. Inc. that such transferee is in compliance with the terms of this agreement as if such transferee had been bound by this agreement from the original date of this agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into the agreements set forth herein, and that, upon request, the undersigned will execute any additional documents necessary in connection with enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned. Very truly yours, FOR ENTITY: FOR INDIVIDUAL: Mercury Exploration Company - --------------------------------- ____________________________________ By: /s/ Glenn Darden Signature ------------------------------ Its: Vice President ____________________________________ ----------------------------- Printed Name ADDITIONAL SIGNATURE: ____________________________________ (If held jointly) ____________________________________ Printed Name Dated: October 7, 1999 ---------------------- EX-99.B 3 AGREEMENT AMONG STOCKHOLDERS OCT 15, 1999 EXHIBIT 99.B AGREEMENT AMONG STOCKHOLDERS This Agreement Among Stockholders (this "Agreement") dated October 15, 1999, 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"), Frank Darden, Thomas F. Darden, Glenn Darden, Anne Darden Self, and Joint Energy Development Investments Limited Partnership, a Delaware limited partnership ("JEDI"). WHEREAS, except for the Company, the parties hereto (collectively the "Stockholders" and each, a "Stockholder") are holders of shares of the Company's common stock, par value $.01 per share (the "Common Stock"); and WHEREAS, the parties hereto and others were parties to that certain Stockholders Agreement dated April 9, 1998 as amended by Amendment No. 1 dated September 1, 1998 (as so amended, the "Stockholders Agreement"); NOW, THEREFORE, in consideration of the execution and delivery by each of the parties hereto of the Termination Agreement of even date herewith, terminating the Stockholders Agreement, the parties hereto agree as follows: 1. Board Representation. (a) The Company, subject to its fiduciary duties under applicable state law, and each of the Stockholders agree and acknowledge that JEDI and/or its Permitted Transferees (defined below) shall have the right, exercisable at any time and acting alone (or, if more than one, in concert with each other), to elect one or more members of the Board of Directors of the Company as determined below, until such time (the "Termination Date") as JEDI and/or its Permitted Transferees have transferred in the aggregate 1,340,405 shares of Common Stock to one or more persons other than Permitted Transferees. The number of directors that JEDI and/or its Permitted Transferees shall be entitled to elect shall be that number of directors that represents a percentage of the entire Board of Directors at the time of election that is as close as possible to the percentage of outstanding shares of Common Stock then held collectively by JEDI and/or its Permitted Transferees. In calculating that percentage, the number of outstanding shares of Common Stock held by JEDI and/or its Permitted Transferees shall not exceed 1,340,405 shares less any number of shares theretofore transferred by JEDI and/or its Permitted Transferees to one or more persons other than Permitted Transferees. In no case before the Termination Date shall JEDI and/or its Permitted Transferees be entitled to elect less than one director. Any director elected by JEDI and/or its Permitted Transferees pursuant to this Section 1 may be removed only by JEDI and/or its Permitted Transferees and any vacancy resulting from the resignation, removal or death of any director elected by JEDI and/or its Permitted Transferees may be filled only by JEDI and/or its Permitted Transferees, and neither the Company nor any Stockholder other than JEDI and/or its Permitted Transferees shall take any action to remove any such director or fill any such vacancy. (b) In order to facilitate the rights of JEDI and/or its Permitted Transferees set forth in paragraph (a) of this Section 1, 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 or at a meeting of the Company's stockholders: (i) to elect the number of directors that JEDI and/or its Permitted Transferees are entitled to elect pursuant to paragraph (a) of this Section 1; (ii) to remove a director elected by JEDI and/or its Permitted Transferees; and (iii) to fill any vacancy on the Board of Directors resulting from the removal, resignation or death of a director elected by JEDI and/or its Permitted Transferees. The proxy granted hereby shall terminate upon the termination of JEDI's and/or its Permitted Transferees's right to elect directors pursuant to paragraph (a) of this Section 1. 2. Tag Along Rights; Limitation on Transfers by Certain Stockholders. Each of Mercury and QELC (collectively the "Restricted Stockholders", and each, a "Restricted Stockholder") agrees that until the Termination Date such Restricted Stockholder will not transfer any shares of Common Stock without first providing JEDI and/or its Permitted Transferees the right to join in such transfer in accordance with the following provisions: (1) If a Restricted Stockholder desires to transfer shares of Common Stock (a "Proposed Transfer") the Restricted Stockholder shall cause the proposed transferee (the "Proposed Transferee") to make a written offer (the "Offer") to JEDI and/or its Permitted Transferees to purchase, on the same terms offered to the Restricted Stockholder, from JEDI and/or its Permitted Transferees a number of shares of Common Stock (rounded to the nearest whole number of shares) (the "Offered Shares") equal to the product of (A) a fraction the numerator of which is the number of shares of Common Stock then held collectively by JEDI and/or its Permitted Transferees but not to exceed 1,340,405 shares less any number of shares theretofore transferred by JEDI and/or its Permitted Transferees to one or more persons other than Permitted Transferees and the denominator of which is the total number of then outstanding shares of Common Stock and (B) the total number of shares of Common Stock to be purchased from the Restricted Stockholder in the Proposed Transfer. The Offer shall specify the total number of shares of Common Stock to be purchased from the Restricted 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/or its Permitted Transferees. (2) JEDI and/or its Permitted Transferees shall have the right, for a period of twenty days following receipt of an Offer, to elect to accept the Offer with respect to all or a portion of the Offered Shares by delivering to the Proposed Transferee within such twenty-day period a written acceptance (an "Acceptance") of the Offer, specifying the number of shares to be transferred by JEDI and/or its Permitted Transferees. The number of shares of Common Stock to be transferred by the Restricted Stockholder in the Proposed Transfer shall be reduced by the number of shares of Common Stock to be transferred by JEDI and/or its Permitted Transferees 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. If JEDI and/or its Permitted Transferees does not deliver an Acceptance within twenty days after receipt of an Offer, the Offer shall expire. 3. Certain Shares Held by Mercury; Agreement Does Not Apply. Notwithstanding anything in this Agreement to the contrary, this Agreement does not apply to 1,340,405 shares of the Common Stock now owned by Mercury (the "Excepted Shares"). Mercury may transfer all or any portion of the Excepted Shares at any time or from time to time without restriction, and the transferees will have no rights or obligations under this Agreement. Shares of Common Stock that are transferred by Mercury pursuant to a transaction in which JEDI and/or its Permitted Transferees have been given the right to join under Section 2 shall not be deemed Excepted Shares. 2 4. Legend on Certificates; Stop Transfer Orders. The parties hereto agree to the placement on certificates representing shares of Common Stock (other than Excepted Shares) of a legend indicating that such securities are subject to the terms of this Agreement. In addition, Mercury and QELC agree to the placement on certificates representing shares of Common Stock owned by them (other than Excepted Shares) 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. 5. Miscellaneous. (a) This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, except that no transferee of Common Stock from JEDI and/or its Permitted Transferees (except Permitted Transferees) shall have any rights or obligations hereunder and no transferee (except Permitted Transferees) of Common Stock from any party shall have any rights or obligations under Section 2. (b) 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 in addition to any other remedy to which it may be entitled, at law or in equity, 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. (c) 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. (d) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (e) The laws of the State of Texas shall govern this Agreement without regard to principles of conflict of laws. (f) 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. (g) All notices and other communications provided for or permitted hereunder shall be made in writing by telecopy, courier service or personal delivery at the respective addresses of the parties as shown in Section 9(j) of the Stockholders Agreement or to such other address as 3 any such party may designate by notice in the manner provided above. All notices and other communications to a Permitted Transferee will be given to such party and to such address as JEDI shall have notified all other parties hereto in writing. 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. (h) The obligations of the parties to this Agreement are several and not joint, and no party shall be liable for a breach by any other party of such other party's obligations hereunder. (i) This Agreement may be amended only by means of a written amendment signed by all of the parties hereto. (j) All references in this Agreement to shares of Common Stock shall apply to such shares as adjusted to take into account subdivisions, distributions, reclassifications, and stock splits, dividends or combinations. (k) As used in this Agreement the term "Permitted Transferee" shall mean (i) an Affiliate (defined below) of JEDI to which JEDI or another of its Affiliates shall have transferred all or any portion of the 1,340,405 shares of Common Stock held by JEDI on the date of this Agreement, (ii) any transferee from JEDI of all or any portion of such shares by operation of law or judicial decree and (iii) Mercury if JEDI transfers shares of Common Stock to it pursuant to the Stock Transfer Agreement between them dated April 9, 1998, as amended. For purposes of this Agreement, "Affiliate," when used to refer to Affiliates of JEDI, shall exclude the Company and its Affiliates. As used herein "Affiliate" of any person means any other person directly or indirectly controlling, controlled by or under direct or indirect common control with such person. For purposes of this definition "control" when used with respect to any person, means the power to direct the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have correlative meanings. Executed effective as of the date first written above. QUICKSILVER RESOURCES INC. By: /s/ Glenn Darden --------------------------------------- Name: Glenn Darden ------------------------------------- Title: President ------------------------------------ MERCURY EXPLORATION COMPANY 4 By: /s/ Frank Darden --------------------------------------- Name: Frank Darden ------------------------------------- Title: Chairman ------------------------------------ QUICKSILVER ENERGY, L.C. By: /s/ Glenn Darden --------------------------------------- Name: Glenn Darden Title: Administative Manager ------------------------------------ JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED PARTNERSHIP By: Enron Capital Management Limited Partnership, its general partner By: Enron Capital Corp., its general partner By: /s/ Mark Warner -------------------------------------- Mark Warner Name:____________________________________ Agent and Attorney in Fact Title:___________________________________ 5 /s/ Frank Darden --------------------------------------- Frank Darden /s/ Thomas F. Darden __________________________________________ Thomas F. Darden /s/ Glenn M. Darden __________________________________________ Glenn M. Darden /s/ Anne Darden Self __________________________________________ Anne Darden Self 6 -----END PRIVACY-ENHANCED MESSAGE-----