Exhibit 10.3
FIRST AMENDMENT TO
SECURITIES PURCHASE
AGREEMENT
for
CALUMET OIL
COMPANY
J.M. GRAVES L.L.C.
and
JMG OIL & GAS,
LP
Dated as of October 31,
2006
FIRST AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
This First Amendment to Securities
Purchase Agreement (the “ Amendment ”),
is made and entered into this 31st day of October, 2006, among the
parties identified on Exhibit A-1 (collectively,
the “ Shareholders ” and individually a
“ Shareholder ”), the parties identified
on Exhibit A-2 (collectively, the “
Partners ” and individually a “
Partner ”), the parties identified on
Exhibit A-3 (collectively, the “
Members ” and individually a “
Member ”) (the Shareholders, the Partners and
the Members in their respective capacities sometimes being
collectively referred to herein as the “
Sellers ” and individually as a “
Seller ”), Calumet Oil Company, an Oklahoma
corporation (the “ Company ”), JMG
Oil & Gas, LP, an Oklahoma limited partnership (the
“ Partnership ”), J.M. Graves L.L.C., an
Oklahoma limited liability company (the “ General
Partner ”, and together with the Partnership, the
“ Partnership Entities ”) (the Company,
the Partnership and the General Partner being sometimes referred to
collectively as the “ Entities ”),
Chaparral Energy, Inc., a Delaware corporation (the
“Purchaser”), and Chaparral Energy, L.L.C., a Delaware
limited liability company and wholly-owned subsidiary of the
Purchaser (“ Assignee ”). The Sellers,
the Company, the Partnership, the General Partner and the Purchaser
are each sometimes referred to herein as a “
Party ” and are sometimes collectively referred
to herein as the “ Parties .”
RECITALS
WHEREAS, the Parties are party to
that certain Securities Purchase Agreement (the “
Agreement ”), dated as of September 16,
2006, whereby the Purchaser agreed to purchase (i) all of the
capital stock, warrants, options and any other rights to acquire
the capital stock of the Company owned by the Shareholders,
(ii) all of the partnership interests, warrants, options and
any other rights to acquire partnership interests in the
Partnership (other than the general partner interest owned by the
General Partner) owned by the Partners and (iii) all of the
membership interests, warrants, options and any other rights to
acquire membership interests in the General Partner owned by the
Members;
WHEREAS, the Parties desire to amend
certain terms of the Agreement; and
WHEREAS, the Purchaser desires to
assign all of its rights and obligations under the Agreement to
Assignee, a wholly owned subsidiary of the Purchaser, and Assignee
desires to assume such rights and obligations.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing recitals, the agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as
follows:
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1.
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Definitions . All capitalized terms used in the recitals
above and the succeeding provisions of this Amendment which are not
defined herein shall have the meaning ascribed to such terms in the
Agreement, as amended by this Amendment. All sections referred to
in this Amendment shall be references to sections in the Agreement
unless otherwise noted.
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2.
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Section 2.a of the Agreement is hereby deleted in its
entirety and replaced as follows:
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a.
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Purchase
Price . Subject to the
terms and conditions contained in this Agreement, on the Closing
Date, the Purchaser shall pay to the Sellers, in the aggregate, an
amount equal to $500,000,000.00 (the “ Aggregate
Purchase Price ”), subject to adjustment as provided
in Section 2(b) ,
Section 10(e) , and Section 3
in consideration for the Interests. The Aggregate Purchase Price as
adjusted pursuant to Section 2(b) ,
Section 10(e) and Section 3
is herein referred to as the “ Interest Purchase
Price .” The parties hereto agree that the Interest
Purchase Price shall be allocated as set forth on Exhibit
C .
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3.
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Environmental Defects .
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a.
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The parties
hereby agree that the reduction in the Aggregate Purchase Price
reflected in this Amendment of $10,000,000 from $510,000,000 to
$500,000,000 is made in lieu of, and as consideration for the
elimination of, all of the obligations and rights under
Section 3.b. of the Agreement relating to the Environmental
Escrow Agreement.
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b.
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Section 11.b.IX is hereby amended and
restated in its entirety as follows:
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Environmental
Compliance . Except as
would not, individually or in the aggregate, constitute a Material
Adverse Change, the Company, its Subsidiaries and the Partnership
shall (1) be in possession of all Environmental Approvals
needed to carry on their current operations, (2) except as set
forth on Schedules 5(g) and 6(f) of the Seller Disclosure
Schedules, be in compliance with all Environmental Laws and
(3) except as set forth on Schedule 5(j) and (6)(i)
of the Seller Disclosure Schedules, not have received any
demand or notice with respect to any Environmental Claims or
non-compliance with Environmental Laws; provided, the existence of
any of the foregoing, together with any other Environmental
Defects, that would not reasonably be estimated to
represent an aggregate liability in excess of $15.0 million or such
other estimated amounts known to Purchaser as of the Closing Date
(including environmental inspection reports prepared for Purchaser
prior to the Closing Date), shall not be deemed to represent a
Material Adverse Change solely due to the estimated cost of such
liabilities.
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c.
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The
requirements in Sections 12.a.IV and 12.b.III of the Agreement
relating to the delivery of an Environmental Escrow Agreement are
hereby eliminated and no longer required.
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4.
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Schedules
9(c), 9 (g), 5(v) and 6 (u) are hereby amended and restated in their
entirety as set forth on such Schedules attached hereto.
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5.
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Section 10.b.III of the Agreement is hereby deleted in its
entirety and replaced as follows:
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III.
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Spin-Off,
Amendment and Merger of the Company’s 401(k)
Plan .
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(A) Spin-Off . Among
other Benefit Plans, the Company sponsors a pension benefit plan
that is intended to meet the requirements
of Sections 401(a) and 401(k) of the
Code ( “ Company 401(k) Plan ” ). Green
Country Supply, Inc. ( “ GCSI ” )
co-sponsors the Company 401(k) Plan. Effective as of the Closing
Date, Sellers shall cause the Company 401(k) Plan to be split-up
into two separate, substantially identical plans. One such plan
will cover participants employed by the Company prior to or on the
Closing Date and will continue to be referred to as the Company
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