LIMITED WAIVER
LIMITED WAIVER (this “ Waiver
”) dated as of February 23, 2011 of certain provisions of
that certain letter agreement dated as of October 24, 2010
(the “ Confidentiality Agreement ”) by and
between Quicksilver Resources Inc. (the “ Company
”) and Quicksilver Energy L.P. (“ Quicksilver
Energy ”).
WHEREAS, upon the terms and subject to the
conditions set forth herein, the Company, acting at the direction
of the Transaction Committee of the Company’s Board of
Directors (the “ Transaction Committee ”),
desires to waive certain provisions of the Confidentiality
Agreement as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree
as follows:
Section 1. Waiver.
Notwithstanding anything to the contrary in the Confidentiality
Agreement, until the Waiver Expiration (as defined below),
(x) Quicksilver Energy and its Representatives (as defined in
the Confidentiality Agreement) and (y) prospective sources of
equity financing for Quicksilver Energy previously approved by the
Transaction Committee (“ Other Potential Equity
Investors ”) may engage in communications with SPO
Partners II, L.P. (“ SPO ”) and its
Representatives solely upon the following terms and subject to the
following conditions:
(a)
The sole purpose of
such communications shall be to facilitate the submission to the
Transaction Committee by Quicksilver Energy and SPO (and, if
applicable, one or more Other Potential Equity Investors) of a
non-binding indication of interest (which may be written or oral)
regarding a potential acquisition of the Company (a “
Transaction Proposal ”).
(b)
The sole permissible
topic of such communications shall b
