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SERVICES AND SECONDMENT AGREEMENT

Employee Secondment Agreement

SERVICES AND SECONDMENT AGREEMENT | Document Parties: QUICKSILVER GAS SERVICES GP LLC | Quicksilver Gas Services LP | QUICKSILVER RESOURCES INC You are currently viewing:
This Employee Secondment Agreement involves

QUICKSILVER GAS SERVICES GP LLC | Quicksilver Gas Services LP | QUICKSILVER RESOURCES INC

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Title: SERVICES AND SECONDMENT AGREEMENT
Governing Law: Texas     Date: 8/16/2007

SERVICES AND SECONDMENT AGREEMENT, Parties: quicksilver gas services gp llc , quicksilver gas services lp , quicksilver resources inc
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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

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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, Company will be solely liable for any costs or expenses associated with the termination of the Secondment, except as otherwise specifically set forth in this Agreement. Company will indemnify, defend and hold harmless MLP GP, its directors, officers and employees against all Losses arising out of or in any way connected with the termination of Secondment of the Seconded Employee by 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 arise solely out of or result solely from the negligence, gross negligence or willful misconduct of any of the Partnership Entities. Upon the termination of a Secondment, the Seconded Employee will cease performing services for MLP GP. At no time will MLP GP have the right to terminate the employment with the Company of the Seconded Employees.
1.5 Supervision .
     During the Period of Secondment, MLP GP shall:
     (a) be ultimately and fully responsible for the daily work assignments of the Seconded Employee (and with respect to Seconded Employees that also provide services to the Company in connection with its operations (“ Shared Seconded Employees ”) during those times that the Shared Seconded Employees are performing services for MLP GP hereunder), including supervision of their day-to-day work activities and performance consistent with the purposes stated in Section 1.1 and the job functions set forth in the Seconded Employee Schedule;
     (b) set the hours of work and the holidays and vacation schedules (other than with respect to Shared Seconded Employees, as to which MLP GP and Company shall jointly determine) for the Seconded Employee; and
     (c) have the right to determine training which will be received by the Seconded Employee.

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     In the course and scope of performing any Seconded Employee’s job functions, the Seconded Employee will be integrated into the organization of MLP GP, will report into MLP GP’s management structure, and will be under the direct management and supervision of MLP GP. MLP GP shall designate one of its officers who does not also provide services to the Company in connection with the Company’s operations to be responsible for the supervisory function set forth in this Section 1.5 on behalf of MLP GP.
1.6 Seconded Employee Qualifications; Approval .
     Company will provide such suitably qualified and experienced Seconded Employees as Company is able to make available to MLP GP, and MLP GP will have the right to approve or reject such Seconded Employee.
ARTICLE 2
SECONDMENT SERVICES
2.1 Secondment Services .
     Company shall second Seconded Employees to MLP GP to provide MLP GP with those services necessary to operate, manage and maintain the Cowtown Assets (the “ Secondment Services ”).
2.2 Cancellation or Reduction of Secondment Services .
     MLP GP may terminate or reduce the level of any of the Secondment Services on 30 days’ prior written notice to Company. In the event MLP GP terminates the Secondment Services, MLP GP shall pay Company the monthly installment for the last month (or portion thereof) in which it received such services. Upon payment thereof, MLP GP shall have no further payment obligations. In the event that MLP GP reduces the level of any of the Secondment Services, the Parties will negotiate in good faith to determine an appropriate Services Reimbursement (as defined in Section 3.1 below) for the reduced Secondment Services.
2.3 Workers’ Compensation .
     At all times, the Company will maintain workers’ compensation insurance applicable to the Seconded Employees. The Company wil name MLP GP as an also insured employer under such insurance policy. Prior to being assigned any duties by MLP GP, each Seconded Employee must sign an acknowledgement that the Seconded Employee is an employee during the Secondment Period of both the Company and MLP GP and that for any work place injury, the Seconded Employee’s sole remedy will be under the Company’s workers’ compensation insurance policy.

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ARTICLE 3
SERVICES REIMBURSEMENT
3.1 Operational, Management, and Routine Maintenance Expenses .
     On or before the fifth business day of each month, Company shall send an invoice to MLP GP for that amount of money associated with all expenses incurred by Company in connection with the performance of the Secondment Services during the preceding month (the “ Services Reimbursement ”). MLP GP shall pay such invoice within 45 days of receipt.
3.2 Seconded Employees .
     Among

 
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