Attached files
file | filename |
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10-Q - FORM 10-Q - QUICKSILVER RESOURCES INC | d77467e10vq.htm |
EX-10.2 - EX-10.2 - QUICKSILVER RESOURCES INC | d77467exv10w2.htm |
EX-31.1 - EX-31.1 - QUICKSILVER RESOURCES INC | d77467exv31w1.htm |
EX-31.2 - EX-31.2 - QUICKSILVER RESOURCES INC | d77467exv31w2.htm |
EX-10.1 - EX-10.1 - QUICKSILVER RESOURCES INC | d77467exv10w1.htm |
EX-32.1 - EX-32.1 - QUICKSILVER RESOURCES INC | d77467exv32w1.htm |
EXCEL - IDEA: XBRL DOCUMENT - QUICKSILVER RESOURCES INC | Financial_Report.xls |
Exhibit 2.2
PURCHASE AGREEMENT AMENDMENT No. 1
AMENDMENT
No. 1 (this Amendment) dated as of September 17, 2010 among First Reserve
Crestwood Holdings LLC, a Delaware limited liability company (Buyer), Cowtown Gas Processing
L.P., a Texas limited partnership (Cowtown Gas), Cowtown Pipeline L.P., a Texas limited
partnership (Cowtown Pipeline, and together with Cowtown Gas, the Selling Subsidiaries), and
Quicksilver Resources Inc., a Delaware corporation (Seller).
W I T N E S S E T H :
WHEREAS, Buyer, Seller and the Selling Subsidiaries entered into that certain Purchase
Agreement, dated as of July 22, 2010 (the Purchase Agreement); and
WHEREAS, Buyer, Seller and the Selling Subsidiaries desire to amend certain provisions of the
Purchase Agreement as provided for in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Buyer, Seller and the Selling
Subsidiaries hereby agree as follows:
ARTICLE 1
Amendments
Amendments
Section 1.01. Amendment to Section 5.06. Section 5.06 of the Purchase Agreement is hereby
amended by adding the following clause (c) immediately after clause (b) thereof:
(c) Buyer hereby indemnifies and holds harmless Seller and its Affiliates against and
agrees to hold each of them harmless from any and all Damages actually suffered by Seller
or any of its Affiliates arising out of Sellers and/or its Affiliates cooperation with
Buyer pursuant to this Section 5.06, including with respect to the Debt Financing and that
certain letter executed by Gas Services GP related to that certain Confidential
Information Memorandum prepared for the Debt Financing referred to in such letter.
Section 1.02. Amendment to Section 9.01(h). The second sentence of Section 9.01(h) of the
Purchase Agreement is hereby amended and restated in its entirety as follows:
On, or promptly after the Closing Date, Seller shall pay in a lump sum cash payment to
Buyer or one of its Affiliates an amount equal to the aggregate actual total liability, if
any, owed to the Current Employees attributable to the Current Employees accrued and
unused paid time off through the Closing Date; provided that Buyer shall or shall cause
its Affiliates to permit any such Current Employee to utilize such accrued and unused paid
time off after the Closing Date. In connection with Seller making the payment described
in the immediately preceding sentence, Seller shall provide to Buyer or one of its
Affiliates a list of any such employees with accrued and unused paid time off and the
amount of such paid time off accrued by each such employee.
Section 1.03. Amendment to Exhibit 3.19(c). Exhibit 3.19(c) of the Seller Disclosure
Schedules to the Purchase Agreement is hereby amended and restated in its entirety as attached to
this Amendment as Exhibit 3.19(c).
ARTICLE 2
Miscellaneous
Miscellaneous
Section 2.01. Definitions. Capitalized terms used but not defined in this Amendment shall
have the meaning assigned to such terms in the Purchase Agreement.
Section 2.02. Notices. All notices, requests and other communications to any party to this
Amendment shall be in writing (including facsimile transmission) and shall be given,
if to Buyer, to:
First Reserve Crestwood Holdings LLC
c/o Crestwood Midstream Partners, LLC
717 Texas Avenue, Suite 3150
Houston, Texas 77002
Attention: Robert G. Phillips
Facsimile No.: 832-519-2250
c/o Crestwood Midstream Partners, LLC
717 Texas Avenue, Suite 3150
Houston, Texas 77002
Attention: Robert G. Phillips
Facsimile No.: 832-519-2250
with copies to:
First Reserve Management, L.P.
One Lafayette Place
Greenwich, Connecticut 06830
Attention: Alan G. Schwartz
Facsimile No.: 203-661-6729
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and
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: William E. Curbow
Facsimile No.: 212-455-2502
425 Lexington Avenue
New York, New York 10017
Attention: William E. Curbow
Facsimile No.: 212-455-2502
if to Seller or the Selling Subsidiaries, to:
Quicksilver Resources Inc.
801 Cherry Street, Suite 3700, Unit 19
Fort Worth, Texas 76102
Attention: John C. Cirone
Facsimile No.: 817-665-5006
801 Cherry Street, Suite 3700, Unit 19
Fort Worth, Texas 76102
Attention: John C. Cirone
Facsimile No.: 817-665-5006
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: Leonard Kreynin
Facsimile No.: 212-701-5800
450 Lexington Avenue
New York, New York 10017
Attention: Leonard Kreynin
Facsimile No.: 212-701-5800
or such other address or facsimile number as such party may hereafter specify in writing for the
purpose by notice to the other parties hereto. All such notices, requests and other communications
shall be deemed duly given when delivered personally (including by courier or overnight courier
with confirmation), via facsimile (with confirmation) or delivered by an overnight courier (with
confirmation), if, in any such case, confirmation is obtained prior to 5 p.m. in the place of
receipt and such day is a Business Day. Otherwise, any such notice, request or communication shall
be deemed not to have been received until the next succeeding Business Day.
Section 2.03. Amendments and Waivers. (a) Any provision of this Amendment may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an
amendment, by each party to this Amendment, or in the case of a waiver, by the party against whom
the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of
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any other right, power or privilege. Except
as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.
Section 2.04. Expenses. Except as otherwise provided herein, all costs and expenses incurred
in connection with this Amendment shall be paid by the party incurring such cost or expense.
Section 2.05. Successors and Assigns. The provisions of this Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns;
provided that no party may assign, delegate or otherwise transfer any of its rights or obligations
under this Amendment without the consent of each other party hereto; provided, however, that
notwithstanding the foregoing Buyer may assign all or any portion of this Amendment to any
subsidiary or Affiliate of Buyer provided that no such assignment by Buyer shall in any way affect
Buyers obligations or liabilities under this Amendment.
Section 2.06. Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of Delaware, without regard to the conflicts of law rules
thereof.
Section 2.07. Jurisdiction. The parties hereto (i) agree and consent that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Amendment or the transactions contemplated hereby shall be subject to the
exclusive jurisdiction of the Delaware Chancery Court in Wilmington, Delaware, or, if such court
shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware
state court (and, in each case, of the appropriate appellate courts therefrom), and (ii)
irrevocably waive, to the fullest extent permitted by law, any objection that they may now or
hereafter have to the laying of the venue of any such suit, action or proceeding in any such court
or that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such party as provided in
Section 2.02 shall be deemed effective service of process on such party.
Section 2.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Section 2.09. Counterparts; Effectiveness. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall become effective when each party
hereto shall have received a counterpart hereof signed by the other parties hereto. Until and
unless each party has received a counterpart hereof signed by the other parties hereto,
this Amendment shall have no effect and no party shall have any right or obligation hereunder
(whether by virtue of any other oral or written agreement or other communication). Except as
expressly amended herein, all other terms and conditions of the Purchase Agreement shall remain in
full force and effect. The term Agreement as used in the Purchase Agreement shall be deemed to
refer to the Purchase Agreement, as amended hereby.
Section 2.10. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other Governmental Authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Amendment shall remain in full force and effect and shall in no way be affected, impaired
or invalidated so long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. Upon such a determination, the
parties shall negotiate in good faith to modify this Amendment so as to effect the original intent
of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest extent possible.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the date first written above.
QUICKSILVER RESOURCES INC. | ||||||
By: | /s/ Philip Cook | |||||
Name: | ||||||
Title: | ||||||
COWTOWN GAS PROCESSING L.P. | ||||||
By: | Cowtown Pipeline Management, Inc., its general partner |
|||||
By: | /s/ Philip Cook | |||||
Name: | ||||||
Title: | ||||||
COWTOWN PIPELINE L.P. | ||||||
By: | Cowtown Pipeline Management, Inc., its general partner |
|||||
By: | /s/ Philip Cook | |||||
Name: | ||||||
Title: | ||||||
FIRST RESERVE CRESTWOOD HOLDINGS LLC |
||||||
By: | /s/ Robert G. Phillips | |||||
Name: | ||||||
Title: |
[Signature Page to Amendment No. 1]