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TRANSITION SERVICES AGREEMENT

Transition Agreement

TRANSITION SERVICES AGREEMENT

 | Document Parties: LINN ENERGY, LLC | Penn West Pipeline, LLC | Stallion Energy LLC You are currently viewing:
This Transition Agreement involves

LINN ENERGY, LLC | Penn West Pipeline, LLC | Stallion Energy LLC

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Title: TRANSITION SERVICES AGREEMENT
Governing Law: Texas     Date: 2/5/2007
Industry: Oil and Gas Operations     Law Firm: Vinson & Elkins LLP;Stallion Energy, LLC     Sector: Energy

TRANSITION SERVICES AGREEMENT

, Parties: linn energy  llc , penn west pipeline  llc , stallion energy llc
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Exhibit 10.3

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (“ Agreement ”) is made and entered into this 1st day of February 2007, by and between Stallion Energy LLC, a Delaware limited liability company (“ Stallion ”), and Linn Energy, LLC, a Delaware limited liability company (“ Linn ”), Linn Energy Holdings, LLC, a Delaware limited liability company (“ Linn Holdings ”), Linn Operating, Inc., a Delaware corporation (“ Linn Operating” ) and Penn West Pipeline, LLC, a Texas limited liability company (“ Penn West” , and together with Linn, Linn Holdings and Linn Operating the “Linn Parties” ).

RECITALS

WHEREAS, Cavallo Energy LP, a Delaware limited partnership (“ Cavallo ”), and Linn have entered into certain Purchase and Sale Agreements, each dated as of December 13, 2006, (the “ Purchase Agreements ”), whereby Cavallo has agreed to sell to Linn all of Cavallo’s right, title, interest and estate in and to the “ Assets ” (as defined in the Purchase Agreements);

WHEREAS, at the Closings (as defined in the Purchase Agreements) Linn designated certain of its Affiliates (as defined in the Purchase Agreements) to take assignment of and title to certain of the Assets, and Cavallo assigned certain of the Assets to Linn Holdings and to Linn Operating,

WHEREAS, Cavallo Gathering Company, LLC, a Texas limited liability company (“ Cavallo Gathering ”) and Penn West Pipeline, LLC, a Delaware limited liability company, have entered into that certain Assignment, Conveyance and Bill of Sale dated February 1, 2007 (the “ Gathering System Conveyance ”), pursuant to which Cavallo Gathering has assigned, conveyed and sold a gathering system and certain related assets more particularly described in the Gathering System Conveyance (the “ Gathering Assets ”);

WHEREAS, Stallion is currently the operator of the Assets and of the Gathering Assets and the Linn Parties desire that Stallion continue to provide, or cause to be provided, to the Linn Parties certain services related to the operation, development, maintenance and other similar services related to the Assets and the Gathering Assets for a transitional period following the closing of the transactions contemplated in the Purchase Agreements (the “ Closing Date ”);

WHEREAS, the Linn Parties desire to employ certain persons currently employed by Stallion and Stallion has agreed to provide such persons the opportunity to seek employment with the Linn Parties and assist the Linn Parties in retaining such persons’ services; and

WHEREAS, terms defined in the Purchase Agreements shall have the same meanings when used herein unless expressly stated otherwise, except that for purposed of this Agreement the term “Assets” shall include the Gathering Assets.

NOW, THEREFORE , for the mutual covenants, promises and agreements herein contained, Stallion and the Linn Parties covenant and agree as follows:

 



1.             Services

(a)         During the Initial Term (as hereinafter defined), Stallion will perform the services in respect of the Assets, which services are set forth on Appendix B hereto through the dates set forth in this Agreement.  The services shall be similar to those duties and obligations that Stallion has performed as operator of the Assets prior to acquisition of such Assets by the Linn Parties.

(b)         Stallion shall maintain such offices and staff as it currently maintains for the performance of its services hereunder, and Stallion shall devote to the performance of the services hereunder the personnel currently rendering such services or other personnel experienced and qualified in such matters. Stallion may hire such personnel as it deems necessary to perform the Services.  Stallion will at all times endeavor to perform such services in accordance with good professional industry and business standards, and in respect of the operational and field services provided hereunder, to the standard of a reasonably prudent oil and gas operator in the area under the same or similar circumstances, but in no event shall Stallion have any liability to any Linn Party for losses sustained or liabilities incurred in performing any services except to the extent such losses or liabilities result from gross negligence or willful misconduct of Stallion or its agents.  Stallion and its Affiliates shall have access to and use of the Assets to perform the services to be provided pursuant to this Agreement.

(c)         Stallion shall not enter into any contracts relating to the Assets or wells to be drilled on the Assets during the term of this Agreement without the prior written agreement of Linn.

(d)         Appendix C sets forth the material current contracts and agreements with third parties pursuant to which services are provided in connection with the Assets (“ Service Contracts ”).  If at the termination of this Agreement any Service Contract has not yet expired, then Linn shall have the option to either: (i) take assignment of the Service Contract from Stallion, if assignable; such assignment to be made to the Linn Party designated by Linn or (ii) instruct Stallion to terminate the Service Contract and reimburse Stallion for any early termination fees or costs associated with such early termination.

2.             Compensation and Remittance of Net Available Cash

(a)         For the performance of services hereunder, Stallion will be entitled to the G&A Fee (as defined in the schedule attached as Appendix A hereto).

(b)         Until termination of this Agreement, Stallion shall continue to receive and collect revenues from the Assets and/or any wells drilled on the Assets during the term of this Agreement for the account of and on behalf of the Linn Party who is entitled thereto and shall remit same as provided in this Paragraph 2 (the total amount of such revenues are herein referred to as the “Linn Gross Revenues”)

(c)         Each month during the term hereof, Stallion shall deduct from the Linn Gross Revenues applicable production, severance and other taxes and remit, as applicable, those taxes to the extent not withheld by the purchaser of production.  The

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amount of Linn Gross Revenues less applicable production, severance and other taxes is herein referred to as the “Linn Net Revenues” .

(d)         Each month, during the term hereof, Stallion shall deduct from the Linn Net Revenues the following: (i) the G&A Fee for such month, (ii) the amount of outstanding operating expenses, workover expenses, capital expenditures and other costs and expenses incurred either as Reimbursable Expenses (as defined in the Schedule attached as Appendix A hereto) or Field Expenses (as defined in the Schedule attached as Appendix A hereto) and (iv) the amounts incurred pursuant to the Work Plan and Capital Budget (the aggregate of such amounts is herein referred to as the “Permitted Deductions” ).

(e)         Stallion will disburse the “Net Available Cash” to Linn concurrently with the disbursement to royalty and other non-operating working interest owners. For purposes of this provision, Net Available Cash is defined as the Linn Net Revenues less the Permitted Deductions.  With each remittance of Net Available Cash, Stallion will submit to Linn a statement in reasonable detail reflecting the Linn Net Revenues and the amount of and supporting documentation for Permitted Deductions for the previous month.

(f)          Contemporaneously with the execution of this Agreement, Linn has advanced to Stallion working capital in the amount of $2 million (the “Working Capital” ) to be used by Stallion in connection with the performance of the Services. During the term of this Agreement, Stallion will be entitled to retain amounts from the Linn Net Revenues to maintain the working capital account at approximately $2 million.  If in any month the amount of the Permitted Deductions exceeds the Linn Net Revenues, Linn will within five (5) business days from receipt of an invoice therefor pay to Stallion the amount necessary to maintain the working capital balance at approximately $ 2 million. Upon termination of this Agreement, Stallion will remit to Linn the balance of the working capital account remaining after payment of all costs and expenses payable to Stallion under this Agreement.

(g)         All taxes, of every nature and kind, including, by way of illustration and not by way of limitation, franchise, income, license, occupation or property taxes incurred by or assessed against Stallion as a result of this Agreement, the performance by it of services hereunder, or the receipt by it of payments hereunder (not including taxes assessed against the Assets or production or income therefrom), shall be borne by and paid by Stallion, but shall be Reimbursable Expenses.

(h)         During the term of this Agreement, Stallion shall prepare and execute or cause Cavallo to execute letters in lieu of transfer orders covering the Assets, which will be sent to the purchasers of production upon termination of this Agreement.

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3.             Relationship of Parties

(a)         In the performance of its services hereunder, Stallion shall be an independent contractor, and no relationship of partnership, joint venture, principal and agent, or employer and employee shall exist or arise between any Linn Party and Stallion or any Affiliate, officer, director, or employee of Stallion.  By notice to Stallion’s Designated Representative, Linn may generally direct the work to be undertaken by Stallion hereunder; provided, however that the method and staffing of such work shall at all times be directed and carried out by Stallion as an independent contractor.

(b)         Neither Stallion nor any of its officers or employees shall have any right, power, or authority to make any warranty or representation on behalf of any Linn Party, contract for any Linn Party, or commit any Linn Party to any obligation or undertaking other than actions taken reasonably by Stallion in connection with an emergency situation of which Stallion notifies Linn within a reasonable time after its occurrence (and the Linn Parties shall indemnify Stallion for all costs, expenses, and liabilities incurred in connection with such emergency response).

(c)         As used in this Agreement, Linn’s Designated Representative shall mean Roland P. Keddie or his designee, who will serve as the liaison between the Linn Parties and Stallion during performance of the services under this Agreement.  No oral agreement with Linn’s Designated Representative can affect or modify any of the terms or obligations of this Agreement.  A copy of all correspondence concerning the services under this Agreement shall be sent to the Designated Representative that authorized the services under this Agreement.  Linn reserves the right to change its Designated Representative at any time.  Such Designated Representative shall have the full right and authority to bind the Linn Parties with respect to any matter under this Agreement, including notices, consents, directives and agreements.

(d)         As used in this Agreement, Stallion’s Designated Representative shall mean George P. SanFilippo, President of Stallion, or his designee, who will serve as the liaison between the Linn Parties and Stallion during the performance of the services under this Agreement.  No oral agreement with Stallion’s Designated Representative can affect or modify any of the terms or obligations of this Agreement.  A copy of all correspondence concerning the services under this Agreement shall be sent to the Designated Representative that authorized the services under this Agreement.  Stallion reserves the right to change its Designated Representative at any time.  Such Designated Representative shall have the full right and authority to bind Stallion with respect to any matter under this Agreement, including notices, consents, directives and agreements.

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4.             Employees

(a)         During the term of this Agreement, Stallion will assist Linn in seeking to retain certain of Stallion’s employees to effectuate a smooth transition of the operation of the Assets by the Linn Parties subsequent to the termination of this Agreement.  The Stallion employees that Linn desires to hire subsequent to the termination of this Agreement (the “ Stallion Employees ”) are set forth on Appendix D attached hereto (the Stallion Employees that Linn hires are referred to as the “ Continuing Employees ”).

(b)         Nothing in this Agreement or the Purchase Agreements shall require or be construed or interpreted as requiring the Linn Parties or any Affiliate thereof to offer employment to any employee of Stallion or its Affiliates or to continue the employment of any employee of Stallion or its Affiliates (including any Continuing Employees) following the Closing Date, or to prevent a Party Linn or an Affiliate thereof from changing the terms and conditions of employment (including compensation and benefits) of any of its employees (including any Continuing Employees) following the Closing Date.  Stallion and the Linn Parties hereby acknowledge and agree that any employment offered by Linn to a Continuing Employee will be “at will” and may be terminated by the relevant Linn Party or Affiliate thereof or such Continuing Employee at any time for any reason (subject to applicable Laws and to any specific written commitments made to the contrary by a Linn Party or an Affiliate thereof or such Continuing Employee).  Further, any such offer of employment shall be on such terms and conditions as the Linn Parties or their Affiliates shall determine and may be conditioned upon the Stallion Employee’s passage of the Linn Party’s pre-employment screening requirements.

(c)         Stallion shall notify the Stallion Employees of Linn’s desire to hire them.  Stallion and Linn shall assist one another in providing such employees the right to meet with representatives of Linn to the discuss the capacity in which such persons will be employed by a Linn Party or an Affiliate thereof and the terms and conditions under which such employment will be offered; provided, however , that no employee of Stallion shall be required to accept an offer of employment with a Linn Party or Affiliate thereof if such an offer is made.  Stallion shall retain all liability for all severance benefits to be provided to the employees of Stallion (including but not limited to any Stallion Employees who receive but do not accept offers of employment from a Linn Party or Affiliate thereof) under Stallion’s employment agreements, offer letters, or severance plans or policies.  Not earlier than thirty (30) days and not later than seven (7) days prior to the termination date of this Agreement, Linn shall provide offers of employment to the Stallion Employees a Linn Party or Affiliate thereof desires to hire, with each offer stipulating that the date for commencement of work is the termination date of this Agreement (the “Hire Date” ).

(d)         No Stallion Employee shall become a Continuing Employee unless he or she (i) accepts a Linn Party’s or Affiliate’s offer of employment under the terms provided in such Linn Party’s or Affiliate’s offer, (ii) passes any required pre-employment screening required by such Linn Party or Affiliate, and (iii) on the Hire Date, is actively at work, on sickness or disability leave, or an approved leave of absence.

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(e)         The relevant Linn Party or Affiliate shall grant to the Continuing Employees credit for their past service years as reflected in Appendix B for the following: (i) vesting and eligibility purposes under any employee benefit programs maintained by the Linn Parties or their Affiliates in which they are available to participate and (ii) determining the duration and amount of their benefits under any sick pay or sick leave policy or vacation policy, maintained by the Linn Parties or their Affiliates in which they are eligible to participate.  Stallion shall use commercially reasonable efforts to provide Linn with all necessary transition assistance, including any applicable service credit information relatin


 
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