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

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