Username:
  
  Password:
  
  
 
SERVICES AND SECONDMENT AGREEMENT
     This Services and Secondment Agreement (the “ Agreement ”), dated as of August 10, 2007 (the “ Effective Date ”), is entered into between QUICKSILVER RESOURCES INC., a Delaware corporation (“ Company ”), and QUICKSILVER GAS SERVICES GP LLC, a Delaware limited liability company (“ MLP GP ”), the general partner of Quicksilver Gas Services LP (“ Partnership ”). Company and MLP GP are hereinafter each referred to as a “ Party ” and collectively referred to as the “ Parties .” The Partnership and the MLP GP are sometimes collectively referred to as the “ Partnership Entities .”
RECITALS:
     WHEREAS, Company will provide to MLP GP the services necessary to operate, manage and maintain the Partnership’s approximately 120 mile natural gas gathering pipeline system located in the southern portion of the Fort Worth Basin (the “ Cowtown Pipeline ”) and the Partnership’s natural gas processing plant, consisting of a newly-constructed 125 MMcf/d natural gas processing unit and a 75 MMcf/d natural gas processing unit, located in Hood County, Texas (the “ Cowtown Plant ,” together with the Cowtown Pipeline and any subsequent additions to or expansions of the Cowtown Pipeline or Cowtown Plant, the “ Cowtown Assets ”);
     WHEREAS, in connection with the provision of the services under this Agreement, Company desires to second to MLP GP certain personnel employed or contracted by Company in connection with the Cowtown Assets;
     NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and MLP GP hereby agree as follows:
ARTICLE 1
SECONDMENT
1.1 Seconded Employees .
     Subject to the terms of this Agreement, Company agrees to second to MLP GP, and MLP GP agrees to accept the secondment of, those certain specifically identified individuals (each, a “ Seconded Employee ” and collectively, the “ Seconded Employees ”) listed on Exhibit A (the “ Seconded Employee Schedule ”) for the purpose of performing job functions related to the Cowtown Assets (the “ Secondment ”). The Seconded Employees will remain at all times employees of the Company but in addition, they will also be temporary employees of MLP GP during the Period of Secondment and shall, at all times during the Period of Secondment, work under the direction, supervision and control of MLP GP. The Company will retain the right to hire or discharge the Seconded Employees but, subject to the provisions in Section 1.2, will not have the right to terminate the Secondment to MLP GP or otherwise exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “ Period of Secondment ” shall be that period of time as set forth in Section 1.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Company during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees

 


 
seconded by Company, the job functions of the Seconded Employees, and the starting date for the Period of Secondment for each Seconded Employee. Individuals may be added or removed from the Seconded Employee Schedule from time to time by the execution by the Parties of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B , which will be fully binding on the Parties for all purposes under this Agreement. Those rights and obligations of the Parties under this Agreement that relate to individuals that were on the Seconded Employee Schedule but then later removed from the Seconded Employee Schedule, which rights and obligations accrued before the removal of such individual, will survive the removal of such individual from the Seconded Employee Schedule to the extent necessary to enforce such rights and obligations.
1.2 Period of Secondment .
     Company will second to MLP GP each Seconded Employee on the start date set forth on the Seconded Employee Schedule and continue to second, during the period (and only during the period) that the Seconded Employee is performing services for MLP GP, until the earliest of:
     (a) the end of the term of this Agreement;
     (b) the end date, if any, set forth for the Seconded Employee on the Seconded Employee Schedule (or another end date for such Seconded Employee as mutually agreed in writing by the Parties) (the “ End Date ”);
     (c) a withdrawal, departure, resignation or termination of such Seconded Employee under Section 1.3;
     (d) the date on which Quicksilver Gas Holdings LLC ceases to own a majority of the issued and outstanding voting common equity capital of MLP GP and MLP GP has entered into satisfactory arrangements which in good faith MLP GP determines will provide MLP GP with suitable qualified and experienced full-time or seconded employees necessary to operate, manage and maintain the Cowtown Assets; and
     (e) a termination of Secondment for such Seconded Employee under Section 1.4.
     At the end of the Period of Secondment for any Seconded Employee, such Seconded Employee will no longer be subject to the direction of MLP GP with regard to the Seconded Employee’s day-to-day activities.
1.3 Withdrawal, Departure or Resignation .
     Company will use reasonable efforts to prevent any early withdrawal, departure or resignation of any Seconded Employee prior to the End Date for such Seconded Employee’s Period of Secondment. If any Seconded Employee tenders his resignation to Company as an employee of Company, Company will promptly notify MLP GP. During the Period of Secondment for any Seconded Employee, Company will not voluntarily withdraw or terminate any Seconded Employee except with the written consent of MLP GP (which may be through the execution of a completed Addition/Removal/Change of Responsibility of Seconded Employee

-2-


 
form), such consent not to be unreasonably withheld. Company will indemnify, defend and hold harmless MLP GP, its directors, officers and employees against any and all costs, expenses (including reasonable attorneys’ fees), claims, demands, losses, liabilities, obligations, actions, lawsuits and other proceedings, judgments and awards (each, a “ Loss ” and collectively, the “ Losses ”) arising out of or in any way connected with or related to the termination of employment of the Seconded Employee by Company without the consent of the MLP GP EVEN THOUGH SUCH LOSS MAY BE CAUSED IN PART BY THE NEGLIGENCE OF ONE OR MORE OF THE PARTNERSHIP ENTITIES, except to the extent that such Losses (i) arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of the Partnership Entities, or (ii) arise in connection with the termination of a Seconded Employee for cause. Upon the termination of employment, the Seconded Employee will cease performing services for MLP GP.
1.4 Termination of Secondment .
     MLP GP will have the right to terminate the Secondment to MLP GP of any Seconded Employee for any reason at any time. Subject to Section 1.2, Company will not have the right to terminate the Secondment to MLP GP of any Seconded Employee. Upon the termination of any Seconded Employee’s Period of Secondment, C

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more