ADDENDUM AND AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT MASH UNIT LATERAL
Exhibit 10.15
This Addendum and Amendment to Gas Gathering and Processing Agreement Mash Unit Lateral
(this “Addendum”) is executed effective as of January 1, 2009 (the “Effective Date”), between and
among Quicksilver Resources Inc. (“Producer”), and Cowtown Pipeline Partners L.P. (“Gatherer”) and
Cowtown Gas Processing Partners L.P. (“Processor”). Capitalized terms not otherwise defined herein
shall have the meaning given such terms in the Agreement (defined below).
RECITALS
A. Producer, Gatherer and Processor have heretofore entered into that certain Sixth Amended
and Restated Gas Gathering and Processing Agreement dated effective September 1, 2008 (the
“Agreement”), covering the gathering and processing of natural gas produced from those counties in
Texas more particularly described as the Contract Area.
B. Producer desires for certain of its gas (the “Lift Gas”) produced from those xxxxx more
particularly described in Exhibit A attached hereto and made a part hereof (the “Mash Unit”), which
xxxxx are connected to the Gathering System at the Gathering System Delivery Point more
particularly described in Exhibit B attached hereto and made a part hereof, to be redelivered to
Producer from the Facilities to the Mash Unit Redelivery Point (defined below).
C. Gatherer owns a pipeline lateral which has the capacity to provide the service requested by
Producer and is willing to provide such service, but only on an interruptible basis, and Processor
is willing to consent to the redelivery of such Lift Gas from its Facilities on an interruptible
basis, for the fees and subject to the terms and conditions set forth herein and in the Agreement.
NOW, THEREFORE, for good and valuable consideration and the mutual premises and covenants
contained herein, the adequacy, receipt and sufficiency of which are hereby acknowledged, the
Parties now desire to supplement and amend the terms of the Agreement, to be evidenced by this
Addendum, as follows:
1. The following terms and definitions are hereby added to ARTICLE I of the Agreement:
a) “Lift Gas” shall have the meaning ascribed in Recital B above.
b) “Mash Unit” shall have the meaning ascribed in Recital B above.
c) “Mash Unit Lateral” shall mean that portion of the Gathering System on which the
Lift Gas is delivered from Gatherer’s and/or Processor’s
Facilities to the Mash Unit Redelivery Point.
d) “Mash Unit Redelivery Fee” shall mean the fee or, collectively, fees for redelivering the
Lift Gas via the Mash Unit Lateral to the Mash Unit Redelivery Point as more particularly described
below.
e) “Mash Unit Redelivery Point” shall mean the point of interconnect between the Mash Unit
Lateral and Producer’s facilities for receipt of the Lift Gas located at the Mash Unit, whereby
Gatherer redelivers the Lift Gas to Producer, such point being also set forth on Exhibit B attached
hereto.
2. The definition of “Gathering System” in the Agreement is hereby supplemented to the extent
necessary to include, and such term shall be deemed to encompass, the Mash Unit Lateral and such
pipelines, equipment, roads, utilities and other facilities related or connected thereto, including
all easements and surface sites on which the foregoing may be located, but excluding any meters,
equipment or other facilities owned or operated by Processor or otherwise deemed to be part of the
Plant.
3. Gatherer shall, subject to reimbursement of all of the associated costs, take all steps
necessary to connect the Mash Unit Lateral to the Mash Unit at the Mash Unit Redelivery Point.
Upon completion of such connection, Gatherer shall submit to Producer an invoice for all costs
incurred in accomplishing the foregoing and Producer agrees to pay such invoice within 30 days
following receipt thereof.
4. Gatherer, at Producer’s expense, shall install, construct and equip all meters and
facilities necessary to measure the Lift Gas at the Mash Unit Redelivery Point. Gatherer, at its
own expense, shall maintain and operate such meters for so long as such Lift Gas service is
provided by Gatherer to Producer. Section 9.10 of the Agreement shall also apply to such meters at
any Redelivery Point.
5. Gatherer agrees that, subject to the terms hereof (inclusive of the Agreement), it will, on
an interruptible basis as determined in its or to the extent such service impacts the Plant, then
in Processor’s, sole discretion, redeliver the Lift Gas from its Facilities to the Redelivery
Point.
6. In the event and for so long as Gatherer redelivers Lift Gas to Producer as provided
herein, Producer shall pay to Gatherer a redelivery fee or fees of $0.40 per MMBTU of Lift Gas (the
“Redelivery Fee”) redelivered to Producer. Notwithstanding the foregoing, Producer agrees that
the Redelivery Fee payable by producer shall never be less than the actual cost to perform such
Lift Gas redelivery service as provided herein. On each Escalation Date, the Redelivery Fee will
increase by a percentage equal to the CPI Adjustment.
7. In addition to the Redelivery Fee, Producer will provide the fuel required for redelivering
the Lift Gas to the Redelivery Point.
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8. The indemnity obligations set forth in ARTICLE XVII of the Agreement are amended and
supplemented to the extent necessary and sufficient to give effect to the following, which is
hereby added:
To Section 17.1: “If Lift Gas is redelivered to Producer as provided herein, then, in
that event, Gatherer shall be solely liable for and in control and possession of such Lift Gas from
the time such Lift Gas exits Gatherer’s or Processor’s Facilities until redelivered to Producer at
the Redelivery Point, whereupon Producer shall again be in control and possession and bear the risk
of loss of such Lift Gas.”
To Section 17.2: “If Lift Gas is redelivered to Producer as provided herein, then, in
that event and in accordance with the terms of Section 17.1 as amended hereby:
a) PRODUCER AGREES THAT THE SCOPE OF PRODUCER’S INDEMNITY OBLIGATION IN FAVOR OF GATHERER AND
PROCESSOR AND THEIR RESPECTIVE EMPLOYEES, AGENTS AND CONTRACTORS SET FORTH IN THIS SECTION 17.2
SHALL APPLY, EXTEND TO AND ENCOMPASS PRODUCER’S OWNERSHIP, POSSESSION AND CONTROL OF THE LIFT GAS
AFTER THE LIFT GAS HAS PASSED THROUGH THE REDELIVERY POINT AND PRIOR TO THE TIME THAT GAS,
INCLUDING SUCH LIFT GAS, PASSES THROUGH THE GATHERING SYSTEM DELIVERY POINT; and
b) GATHERER AGREES THAT THE SCOPE OF GATHERER’S INDEMNITY OBLIGATION IN FAVOR OF PRODUCER AND
ITS EMPLYEES, AGENTS AND CONTRACTORS SET FORTH IN THIS SECTION 17.2 SHALL APPLY, EXTEND TO AND
EXCOMPASS GATHERER’S POSSESSION AND CONTROL OF THE LIFT GAS FROM THE TIME SUCH LIFT GAS EXITS
GATHERER’S OR PROCESSOR’S FACILITIES UNTIL SUCH LIFT GAS PASSES THROUGH THE REDELIVERY POINT.”
9. The interruptible service subject to this Addendum may be terminated by Gatherer for any
reason in its sole discretion upon 30 days notice to Producer.
Except as supplemented and amended hereby, the terms and provisions of the Agreement shall
remain in full force and effect.
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EXECUTED effective the day and year first written above.
PRODUCER: | GATHERER: | |||||||||||
Quicksilver Resources Inc. | Cowtown Pipeline Partners L.P. | |||||||||||
By: | Quicksilver Gas Services Operating GP | |||||||||||
LLC, its general partner | ||||||||||||
By: | /s/ Xxxx X. Page | By: | /s/ Xxxxxxxx Xxxxxx | |||||||||
Name: | Xxxx X. Page | Name: | Xxxxxxxx Xxxxxx | |||||||||
Title: | V.P. U.S. Operations | Title: | VP Business Development and Administration | |||||||||
PROCESSOR: | ||||||||||||
Cowtown Gas Processing Partners L.P. | ||||||||||||
By: | Quicksilver Gas Services Operating GP | |||||||||||
LLC, its general partner | ||||||||||||
By: | /s/ Xxxxxxxx Xxxxxx | |||||||||||
Name: | Xxxxxxxx Xxxxxx | |||||||||||
Title: | VP Business Development and Administration |
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EXHIBIT A
to
ADDENDUM AND AMENDMENT
MASH UNIT LATERAL
to
ADDENDUM AND AMENDMENT
MASH UNIT LATERAL
This Exhibit A is attached to that certain Addendum and Amendment to Gas Gathering and Processing
Agreement Mash Unit Lateral by and among Quicksilver Resources Inc., as Producer and Cowtown
Pipeline Partners L.P., as Gatherer, and Cowtown Gas Processing Partners L.P., as Processor.
Agreement Mash Unit Lateral by and among Quicksilver Resources Inc., as Producer and Cowtown
Pipeline Partners L.P., as Gatherer, and Cowtown Gas Processing Partners L.P., as Processor.
The following xxxxx located in Hood County, Texas:
Well Name | Well ID | |||
HAWKEYE 1H
|
42.1021.001 | |||
HAWKEYE 2H
|
42.1021.011 | |||
HAWKEYE 3H
|
42.1021.024 | |||
HOT LIPS 1H
|
42.1021.002 | |||
HOT LIPS 2H
|
42.1021.028 | |||
HOT LIPS 3H
|
42.1021.029 | |||
MAJOR XXXXX 1H
|
42.1021.006 | |||
MAJOR XXXXX 2H
|
42.1021.025 | |||
TRAPPER XXXX 1H
|
42.1021.004 | |||
TRAPPER XXXX 2H
|
42.1021.005 | |||
XXXXXXX XXXX 0X
|
00.0000.000 | |||
XXXXXXX XXXXX 1H
|
42.1021.007 | |||
COLONEL XXXXX 2H
|
42.1021.008 | |||
COLONEL XXXXX 3H
|
42.1021.017 |
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EXHIBIT B
to
ADDENDUM AND AMENDMENT
MASH UNIT LATERAL
to
ADDENDUM AND AMENDMENT
MASH UNIT LATERAL
This Exhibit B is attached to that certain Addendum and Amendment to Gas Gathering and Processing
Agreement Mash Unit Lateral by and among Quicksilver Resources Inc., as Producer and Cowtown
Pipeline Partners L.P., as Gatherer, and Cowtown Gas Processing Partners L.P., as Processor.
Agreement Mash Unit Lateral by and among Quicksilver Resources Inc., as Producer and Cowtown
Pipeline Partners L.P., as Gatherer, and Cowtown Gas Processing Partners L.P., as Processor.
Redelivery Points | ||||||||
Well Name | Well ID | Injection # | ||||||
HAWKEYE 1H
|
INJ | 42.1021.001 | TX 30993 INJ | |||||
HAWKEYE 2H
|
INJ | 42.1021.011 | TX 31112 INJ | |||||
HAWKEYE 3H
|
INJ | 42.1021.024 | XX 00000 INJ | |||||
HOT LIPS 1H
|
INJ | 42.1021.002 | XX 00000 INJ | |||||
HOT LIPS 2H
|
INJ | 42.1021.028 | XX 00000 INJ | |||||
HOT LIPS 3H
|
INJ | 42.1021.029 | XX 00000 INJ | |||||
MAJOR XXXXX 1H
|
INJ | 42.1021.006 | XX 00000 INJ | |||||
MAJOR XXXXX 2H
|
INJ | 42.1021.025 | XX 00000 INJ | |||||
TRAPPER XXXX 1H
|
INJ | 42.1021.004 | XX 00000 INJ | |||||
TRAPPER XXXX 2H
|
INJ | 42.1021.005 | XX 00000 INJ | |||||
TRAPPER XXXX 4H
|
INJ | 42.1021.023 | XX 00000 INJ | |||||
COLONEL XXXXX 1H
|
INJ | 42.1021.007 | XX 00000 INJ | |||||
COLONEL XXXXX 2H
|
INJ | 42.1021.008 | XX 00000 INJ | |||||
COLONEL XXXXX 3H
|
INJ | 42.1021.017 | TX 31463 INJ |
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