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:

Section 2.  Limited Scope of Waiver.  Quicksilver Energy acknowledges and agrees that (a) the waiver contained in Section 1 hereof is expressly conditioned upon Quicksilver Energy’s compliance with the requirements set forth in Sections 1(a) through (c) above and (b) without limiting the generality of paragraph 13 of the Confidentiality Agreement, none of the Company, its Board of Directors or the Transaction Committee thereof shall be under any legal obligation of any kind whatsoever with respect to any Transaction Proposal.

 

Section 3.  Effect of Waiver.  Except as expressly waived hereby, the Confidentiality Agreement shall remain in full force and effect in accordance with the provisions thereof.

 

Section 4.  Governing Law.  This Waiver shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law provisions.

 

Section 5.  Counterparts.  This Waiver may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective authorized officers, all as of the day and year first written above.