Exhibit 10.3
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH "[****]". AN UNREDACTED
VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND
EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED.
QUICKSILVER RESOURCES CANADA INC.
- and -
FORTUNE CREEK GATHERING AND PROCESSING PARTNERSHIP
- and -
0927530 B.C. UNLIMITED LIABILITY COMPANY
- and -
MAKARIOS MIDSTREAM INC.
- and -
QUICKSILVER RESOURCES INC.
FIRST AMENDING AGREEMENT
(FORTUNE CREEK MIDSTREAM AGREEMENTS)
MARCH 13, 2014
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS AND INTERPRETATION
2
1.1
DEFINITIONS
2
1.2
HEADINGS; INTERPRETATION
2
1.3
GENDER AND NUMBER
2
1.4
INCLUDING
2
1.5
REFERENCES TO THIS AGREEMENT
3
1.6
REFERENCES TO PARTIES
3
1.7
TIME PERIODS
3
1.8
REFERENCES TO STATUTES
3
1.9
CURRENCY
3
1.10
ACCOUNTING TERMS
3
1.11
NO STRICT CONSTRUCTION
3
ARTICLE 2 INVESTMENT AND PAYMENT
3
2.1
INVESTMENT BY QRCI
3
2.2
CONTRIBUTION BY MMI
4
2.3
DISTRIBUTION TO NEWCO
4
ARTICLE 3 AMENDMENTS
4
3.1
AMENDMENTS TO THE CONTRIBUTION AGREEMENT
4
3.2
AMENDMENTS TO THE GATHERING AGREEMENT
5
3.3
AMENDMENTS TO THE PARTNERSHIP AGREEMENT
6
3.4
AMENDMENTS TO THE PROCESSING AGREEMENT
6
ARTICLE 4 GENERAL
6
4.1
FURTHER ASSURANCES
6
4.2
GOVERNING LAW AND SUBMISSION TO JURISDICTION
7
4.3
ASSIGNMENT
7
4.4
COUNTERPARTS
7
4.5
ENTIRE AGREEMENT; AMENDMENT
7
4.6
NO THIRD PARTY BENEFICIARIES
7
4.7
SEVERABILITY
7
4.8
EXPENSES
8
4.9
NOTICES
8
4.10
BINDING EFFECT
10
4.11
ACKNOWLEDGEMENT
10
FIRST AMENDING AGREEMENT
THIS AMENDING AGREEMENT made the 13th day of March, 2014 (the "Effective Date").
BETWEEN:
QUICKSILVER RESOURCES CANADA INC., a corporation incorporated under the laws of
Alberta ("QRCI")
- and -
FORTUNE CREEK GATHERING AND PROCESSING PARTNERSHIP, an Alberta ordinary
partnership formed pursuant to the laws of the Province of Alberta (the
"Partnership")
-and-
0927530 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company
incorporated under the laws of British Columbia ("Newco")
- and -
MAKARIOS MIDSTREAM INC., a corporation incorporated under the laws of Alberta
("MMI")
- and -
QUICKSILVER RESOURCES INC., a corporation incorporated under the laws of
Delaware ("KWK")
RECITALS:
A.
The Parties entered the Agreement or Agreements to which they are respectively
party as of December 23, 2011;
B.
The Parties have agreed to amend the Agreement or Agreements to which they are
respectively party as herein set forth.
NOW THEREFORE in consideration of the premises, mutual covenants, agreements and
warranties contained in this Amending Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
Parties hereto, the parties hereto respectively covenant and agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1
Definitions
Terms defined in the Partnership Agreement shall have the same meanings herein
unless otherwise defined herein and:
"Agreements" means the Contribution Agreement, the Gathering Agreement, the
Partnership Agreement and the Processing Agreement;
"Contribution Agreement" means the Contribution Agreement made as of December
23, 2011 between QRCI, the Partnership and