exv4w1






Exhibit 4.1




AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

QUICKSILVER RESOURCES INC.





     Quicksilver Resources Inc. (the “Corporation”), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of Delaware (the
“DGCL”), hereby certifies:




	1.	 	The name of the Corporation is Quicksilver Resources Inc.
	 
	2.	 	The original Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware (the “Delaware SOS”) on December 18, 1997, and has
since been amended or supplemented by the following certificates or other instruments filed by
the Corporation with the Delaware SOS:






     (a) Certificate of Merger of Michigan Gas Partners, Limited Partnership with and into
the Corporation filed on April 9, 1998;




     (b) Restated Certificate of Incorporation filed on December 21, 1998 (the “1998
Restated Certificate”);




     (c) Certificate of Merger of MSR Exploration Ltd. into the Corporation filed on March
4, 1999 (the “1999 Merger Certificate”);




     (d) Certificate of Designation, Preferences and Rights of Preferred Stock filed on
December 20, 2000 (the “2000 Special Voting Stock Designation”);




     (e) Certificate of Amendment to the Restated Certificate of Incorporation filed on June
7, 2001 (the “2001 Amendment”);




     (f) Certificate of Designation of Series A Junior Participating Preferred Stock filed
on March 14, 2003 (the “2003 Series A Preferred Designation”);




     (g) Certificate of Amendment to the Restated Certificate of Incorporation filed on May
18, 2004 (the “2004 Amendment”);




     (h) Statement of Increase in Number of Shares — Series A Junior Participating Preferred
Stock filed on June 1, 2004 (the “2004 Series A Preferred Increase”);




     (i) Second Restated Certificate of Incorporation filed on August 25, 2004 (the
“2004 Restated Certificate”);




     (j) Amended and Restated Certificate of Designation of Series A Junior Participating
Preferred Stock filed on December 21, 2005 (the “2005 Amended Series A Preferred
Designation”);




     (k) The Certificate of Elimination of Special Voting Stock filed on March 20, 2006 (the
“Special Voting Stock Elimination”); and



 









 






     (l) The Amended and Restated Certificate of Incorporation filed on May 23, 2006 (the
“2006 Restated Certificate,” which, together with the 1998 Restated Certificate, the
1999 Merger Certificate, the 2000 Special Voting Stock Designation, the 2001 Amendment, the
2003 Series A Preferred Designation, the 2004 Amendment, the 2004 Series A Preferred
Increase, the 2004 Restated Certificate, the 2005 Amended Series A Preferred Designation and
the Special Voting Stock Elimination, are collectively referred to hereinafter as the
“Certificate of Incorporation”).




	3.	 	This Amended and Restated Certificate of Incorporation (this “Restated Certificate of
Incorporation”) amends Article Fourth of the Certificate of Incorporation to increase the
number of authorized shares of common stock of the Corporation from 200,000,000 shares to
400,000,000 shares, amends the authorized number of shares of Series A Preferred Stock from
200,000 shares to 400,000 shares and restates and integrates the remaining provisions of the
Certificate of Incorporation.
	 
	4.	 	The amendment to the Certificate of Incorporation was duly adopted pursuant to resolutions
adopted by the Board of Directors of the Corporation and by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote thereon in accordance
with Section 242 of the DGCL and the restatement of the Certificate of Incorporation was duly
adopted pursuant to resolutions adopted by the Board of Directors of the Corporation in
accordance with Section 245 of the DGCL.
	 
	5.	 	The text of this Restated Certificate of Incorporation is set forth herein in its entirety as
follows:





	 	 	 
	FIRST:

	 	The name of the Corporation is Quicksilver Resources Inc.
	 
	 	 
	SECOND:

	 	The address of its registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
	 
	 	 
	THIRD:

	 	The nature of the business or purposes to be conducted or promoted is: to engage in
any lawful act or activity for which corporations may be organized under the DGCL.
	 
	 	 
	FOURTH:

	 	The aggregate number of shares of all classes of stock which the Corporation shall
be authorized to issue is 410,000,000 divided into the following: 400,000,000 shares
of Common Stock, par value of one cent ($0.01) per share (the “Common Stock”)
and 10,000,000 shares of Preferred Stock, par value of one cent ($0.01) per share (the
“Preferred Stock”).
	 
	 	 
	 

	 	The Board of Directors of the Corporation is expressly vested with
authority to issue one or more series of Preferred Stock having such
voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof
as






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	 	are permitted by law and as shall be stated and expressed in the
resolution or resolutions providing for the issue of each such series of
stock adopted by the Board of Directors.







     Series A Junior Participating Preferred Stock




     Section 1. Designation, Par Value and Amount. The shares of such series shall be
designated as “Series A Junior Participating Preferred Stock” (hereinafter referred to as
“Series A Preferred Stock”), the shares of such series shall be with par value of
$0.01 per share, and the number of shares constituting such series shall be 400,000. Such
number of shares of the Series A Preferred Stock may be increased or decreased by resolution
of the Board of Directors; provided, that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares issuable upon exercise or conversion of outstanding rights, options or
other securities issued by the Corporation.




     Section 2. Dividends and Distributions.




     (a) Subject to the prior and superior rights of the holders of any shares of any series
of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with
respect to dividends, the holders of shares of Series A Preferred Stock, in preference to
the holders of shares of any class or series of stock of the Corporation ranking junior to
the Series A Preferred Stock in respect thereof, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first business day of January, April, July and
October of each year (each such date being referred to herein as a “Quarterly Dividend
Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (A) $1.00 or (B) subject to the
provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount
of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions (other than a dividend payable in shares of
Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or
a subdivision of the outstanding shares of Common Stock, by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of
any share or fraction of a share of Series A Preferred Stock. In the event the Corporation
shall at any time after the first issuance of a share or fractional share of Series A
Preferred Stock (the “Initial Issuance Date”) (i) declare or pay any dividend on the
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares, then, in each
such case, the amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (B) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which



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is the number of shares of Common Stock that were outstanding immediately prior to such
event.




     (b) The Corporation shall declare a dividend or distribution on the Series A Preferred
Stock as provided in paragraph (a) of this Section 2 immediately after it declares a
dividend or distribution on the Common Stock (other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock); provided, that, in
the event no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the
period between the first issuance of any share or fraction of a share of Series A Preferred
Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.




     (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of
such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to
the record date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue and be cumulative from the date of issue of such shares,
or unless the date of issue is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend and on or
before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue
and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.




     Section 3. Voting Rights. In addition to any other voting rights required by law, the
holders of shares of Series A Preferred Stock shall have the following voting rights:




     (a) Except as provided in paragraph (c) of this Section 3 and subject to the provision
for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of
the Corporation. In the event the Corporation shall, at any time after the Initial Issuance
Date.




          (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock,




          (ii) subdivide the outstanding Common Stock, or



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          (iii) combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such event.




     (b) Except as otherwise provided herein or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together as one class
on all matters submitted to a vote of stockholders of the Corporation.




     (c) (i) If, on the date used to determine stockholders of record for any meeting of
stockholders for the election of directors, a default in preference dividends (as defined in
subparagraph (v) below) on the Series A Preferred Stock shall exist, the holders of the
Series A Preferred Stock shall have the right, voting as a class as described in
subparagraph (ii) below, to elect two directors (in addition to the directors elected by
holders of Common Stock). Such right may be exercised (A) at any meeting of stockholders for
the election of directors or (B) at a meeting of the holders of shares of Voting Preferred
Stock (as hereinafter defined), called for the purpose in accordance with the By-laws of the
Corporation, until all such cumulative dividends (referred to above) shall have been paid in
full or until non-cumulative dividends have been paid regularly for at least one year.




          (ii) The right of the holders of Series A Preferred Stock to elect two directors, as
described above, shall be exercised as a class concurrently with the rights of holders of
any other series of Preferred Stock upon which voting rights to elect such directors have
been conferred and are then exercisable. The Series A Preferred Stock and any additional
series of Preferred Stock which the Corporation may issue and which may provide for the
right to vote with the foregoing series of Preferred Stock are collectively referred to
herein as “Voting Preferred Stock.”




          (iii) Each director elected by the holders of shares of Voting Preferred Stock shall be
referred to herein as a “Preferred Director.” A Preferred Director so elected shall
continue to serve as such director for a term of one year, except that upon any termination
of the right of all of such holders to vote as a class for Preferred Directors, the term of
office of the Preferred Directors shall terminate. Any Preferred Director may be removed
by, and shall not be removed except by, the vote of the holders of record of a majority of
the outstanding shares of Voting Preferred Stock then entitled to vote for the election of
directors, present (in person or by proxy) and voting together as a single class (A) at a
meeting of the stockholders, or (B) at a meeting of the holders of shares of such Voting
Preferred Stock, called for the purpose in accordance with the By-laws of the Corporation,
or (C) by written consent signed by the holders of a majority of the then outstanding shares
of Voting Preferred Stock then entitled to vote for the election of directors, taken
together as a single class.



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          (iv) So long as a default in any preference dividends on the Series A Preferred Stock
shall exist or the holders of any other series of Voting Preferred Stock shall be entitled
to elect Preferred Directors, (A) any vacancy in the office of a Preferred Director may be
filled (except as provided in the following clause (B)) by an instrument in writing signed
by the remaining Preferred Director and filed with the Corporation and (B) in the case of
the removal of any Preferred Director, the vacancy may be filled by the vote or written
consent of the holders of a majority of the outstanding shares of Voting Preferred Stock
then entitled to vote for the election of directors, present (in person or by proxy) and
voting together as a single class, at such time as the removal shall be effected. Each
director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all
purposes hereof, to be a Preferred Director. Whenever (x) no default in preference dividends
on the Series A Preferred Stock shall exist and (y) the holders of other series of Voting
Preferred Stock shall no longer be entitled to elect such Preferred Directors, then the
number of directors constituting the Board of Directors of the Corporation shall be reduced
by two.




          (v) For purposes hereof, a “default in preference dividends” on the Series A Preferred
Stock shall be deemed to have occurred whenever the amount of cumulative and unpaid
dividends on the Series A Preferred Stock shall be equivalent to six full quarterly
dividends or more (whether or not consecutive), and, having so occurred, such default shall
be deemed to exist thereafter until, but only until, all cumulative dividends on all shares
of the Series A Preferred Stock then outstanding shall have been paid through the last
Quarterly Dividend Payment Date or until, but only until, non-cumulative dividends have been
paid regularly for at least one year.




     (d) Except as set forth herein (or as otherwise required by applicable law), holders of
Series A Preferred Stock shall have no general or special voting rights and their consent
shall not be required for taking any corporate action.




     Section 4. Certain Restrictions.




     (a) Whenever quarterly dividends or other dividends or distributions payable on the
Series A Preferred Stock as provided in Section 2 above are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:




          (i) declare or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock;




          (ii) declare or pay dividends, or make any other distributions, on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred
Stock and all such parity stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are then entitled;



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          (iii) redeem or purchase or otherwise acquire for value any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series
A Preferred Stock; provided, that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preferred Stock; or




          (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.




     (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.




     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and restrictions on
issuance set forth herein, in the Restated Certificate of Incorporation, in any other
Certificate of Designations creating a series of Preferred Stock or as otherwise required or
permitted by law.




     Section 6. Liquidation, Dissolution or Winding Up.




     (a) Subject to the prior and superior rights of holders of any shares of any series of
Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with
respect to rights upon liquidation, dissolution or winding up (voluntary or otherwise), upon
any liquidation, dissolution or winding up of the Corporation (voluntary or otherwise), no
distribution shall be made to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received
$1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment (the “Series A Liquidation
Preference”). Following the payment of the full amount of the Series A Liquidation
Preference, no additional distributions shall be made to the holders of shares of Series A
Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the “Capital Adjustment”) equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000



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(as appropriately adjusted as set forth in paragraph (c) of this Section 6) (such
number in clause (ii) being hereinafter referred to as the “Adjustment Number”).
Following the payment of the full amount of the Series A Liquidation Preference and the
Capital Adjustment in respect of all outstanding shares of Series A Preferred Stock and
Common Stock, respectively, holders of Series A Preferred Stock and holders of Common Stock
shall receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock
and Common Stock, on a per share basis, respectively.




     (b) In the event, however that there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation preferences of
all other series of Preferred Stock, if any, which rank on a parity with the Series A
Preferred Stock, then such remaining assets shall be distributed ratably to the holders of
Series A Preferred Stock and the holders of such parity shares in proportion to their
respective liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Capital Adjustment, then such remaining
assets shall be distributed ratably to the holders of Common Stock.




     (c) In the event the Corporation shall at any time after the Initial Issuance Date (i)
declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment Number in effect immediately
prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.




     Section 7. Consolidation, Merger, Combination, Etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case the shares of Series A Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Initial Issuance Date (i) declare or pay any
dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such event.



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     Section 8. No Redemption. The shares of Series A Preferred Stock shall not be
redeemable.




     Section 9. Ranking. The Series A Preferred Stock shall rank junior to all other series
of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of
assets, unless the terms of any such series shall provide otherwise.




     Section 10. Amendment. At any time that any shares of Series A Preferred Stock are
outstanding, the Restated Certificate of Incorporation shall not be amended in any manner
which would materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative vote of the
holders of a majority or more of the outstanding shares of Series A Preferred Stock, voting
separately as a class.




     Section 11. Fractional Shares. Series A Preferred Stock may be issued in fractions of
a share which shall entitle the holder, in proportion to such holder’s fractional shares, to
exercise voting rights, to receive dividends, to participate in distributions and to have
the benefit of all other rights of holders of Series A Preferred Stock.



	 	 	 	 	 
	FIFTH:	 	The Corporation is to have perpetual existence.
	 
	 	 	 	 
	SIXTH:	 	In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized:
	 
	 	 	 	 
	 	 	To make, alter or repeal the bylaws of the Corporation.
	 
	 	 	 	 
	SEVENTH:	 	Elections of directors need not be by written ballot unless the bylaws of the
Corporation shall so provide.
	 
	 	 	 	 
	 	 	Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside the
State of Delaware at such place or places as may be designated from time
to time by the Board of Directors or in the bylaws of the Corporation.
	 
	 	 	 	 
	EIGHTH:	 	The Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are granted
subject to this reservation.
	 
	 	 	 	 
	NINTH:	 	A director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director except
for liability (i) for any breach of the director’s duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of






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	 	 	the DGCL, or (iv) for any transaction from which the director derived any
improper personal benefit. Neither the amendment nor repeal of this
Article Ninth, nor the adoption of any provision of the Corporation’s
Restated Certificate of Incorporation inconsistent with this Article
Ninth, shall eliminate or reduce the effect of this Article Ninth in
respect of any matter occurring, or any cause of action, suit or claim
that, but for this Article Ninth, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.
	 
	 	 	 	 
	TENTH:	 	To the fullest extent permitted by applicable law, the Corporation shall indemnify
any officer or director as set forth in the bylaws of the Corporation, pursuant to
Section 145 of the DGCL.
	 
	 	 	 	 
	ELEVENTH:

	 	(a)
	 	The number of directors constituting the entire Board of Directors shall be
not less than three nor more than nine as fixed from time to time by vote of a majority
of the entire Board of Directors, provided, however, that the number of directors shall
not be reduced so as to shorten the term of any director at the time in office, and
provided, further, that the number of directors constituting the entire Board of
Directors shall be seven until otherwise fixed by a majority of the entire Board of
Directors.
	 
	 	 	 	 
	 

	 	(b)
	 	The Board of Directors shall be divided
into three classes, as nearly equal in number as the then total
number of directors constituting the entire Board of Directors
permits, with the term of office of one class expiring each year.
At the annual meeting of stockholders of the Corporation at which
this Article Eleventh is approved, directors of the first class
shall be elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class shall be
elected to hold office for a term expiring at the second succeeding
annual meeting and directors of the third class shall be elected to
hold office for a term expiring at the third succeeding annual
meeting. Any vacancies in the Board of Directors for any reason,
and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a
majority of the directors then in office, although less than a
quorum, and any directors so chosen shall hold office until the next
election of the class for which such directors shall have been
chosen and until their successors shall be elected and qualified.
At each annual meeting of stockholders the successors to the class
of directors whose term shall then expire shall be elected to hold
office for a term expiring at the third succeeding annual meeting.
	 
	 	 	 	 
	 

	 	(c)
	 	Notwithstanding any other provisions of
this Restated Certificate of Incorporation or the bylaws of the
Corporation, any director or the entire Board of Directors of the
Corporation may be removed






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	 	 	 	at any time, but only for cause and only by the affirmative vote of
the holders of two-thirds or more of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) cast
at a meeting of the stockholders called for that purpose.
	 
	 	 	 	 
	TWELFTH:	 	No action required to be taken or which may be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a meeting, and the
power of stockholders to cause any such action to be taken by consent in writing,
without a meeting, prior notice, and a vote, is specifically denied.
	 
	 	 	 	 
	THIRTEENTH:	 	Notwithstanding any other provision of this Restated Certificate of
Incorporation or the bylaws of the Corporation (and in addition to any other vote that
may be required by law, this Restated Certificate of Incorporation or the bylaws), the
affirmative vote of the holders of at least two-thirds of the outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) shall be required to amend, alter
or repeal any provision of Articles Ninth, Tenth, Eleventh, Twelfth, or Thirteenth of
this Restated Certificate of Incorporation.






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     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be executed by an authorized officer this 21st day of May, 2008.



	 	 	 	 	 
	 	QUICKSILVER RESOURCES INC.

 	 
	 	By:  	/s/ Glenn Darden
 	 
	 	 	Name:  	Glenn Darden 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




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