Common use of Services Fee Clause in Contracts

Services Fee. Subject to and in accordance with the terms and provisions of this Article 3 and such reasonable allocation and other procedures as may be agreed upon by the Parties from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.

Services Fee. Subject to and in accordance with the terms and provisions of this Article 3 and such reasonable allocation and other procedures as may be agreed upon by the Parties from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.

Services Fee. Subject to the second succeeding sentence, in consideration of the Services, ASM shall pay each Sponsor (or their respective designee(s)) its applicable Ownership Percentage of an aggregate amount of $4,000,000 per year (the “Annual Fee”). The Annual Fee shall be payable by ASM to each of LGP, CVC and Juggernaut in accordance with equal monthly installments in advance, on the terms and provisions first business day of each month commencing on the first such day following the date hereof, without regard to the amount of services actually performed by LGP, CVC or Juggernaut. Expenses reimbursed or reimbursable under Section 2.2 of this Article 3 Agreement shall be referred to as the “Covered Expenses.” To the extent that, solely as between LGP and CVC, (i) one such reasonable allocation Sponsor (together with its affiliates) has higher Covered Expenses than the other such Sponsor (the latter referred to as “Affected Sponsor”) pursuant to Section 2.2 in any calendar year and (ii) such difference (the “Expense Catchup”) is greater than $100,000, then an amount equal to (X) the amount of the Expense Catchup minus $100,000 multiplied by (Y) 50%, shall (I) increase the allocable portion of the Annual Fee payable to the Affected Sponsor and (II) decrease the allocable portion of the Annual Fee payable to the other procedures Sponsor, in each case in the first month of the immediately succeeding year; provided that to the extent the Affected Sponsor does not recover the full amount of the Expense Catchup in such month, such adjustment to the Annual Fee shall continue to be made in each successive month until the Affected Sponsor receives the full Expense Catchup pursuant hereto. The “Ownership Percentage” of each Sponsor shall be as follows: 47% for CVC, 47% for LGP and 6% for Juggernaut. For the avoidance of doubt, each Sponsor’s Ownership Percentage under this Agreement shall not be increased or decreased by any transfers to Permitted Transferees under the Second Amended and Restated Agreement of Limited Partnership of Karman Topco L.P., as such agreement may be agreed upon by the Parties amended from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the tenth (10th) business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return preparation and related services, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.

Services Fee. Subject to and in accordance with the terms and provisions of this Article 3 and such reasonable allocation and other procedures as may be agreed upon by the Parties from time to time, the Partnership hereby agrees to pay Antero a fixed fee at the rate of $500,000 [ · ] per complete year that this Agreement is in effect (the “Services Fee”), payable in equal monthly installments on or before the [tenth (10th) )] business day of every month, commencing on the first month following the Effective Date. The Services Fee is subject to adjustment on an annual basis, beginning on January 1, 2018, (a) by a percentage equal to the change in the Consumer Price Index over the previous 12 calendar months, (b) to reflect any increase in the cost of providing the Services to the Partnership Group due to changes in any law, rule or regulation applicable to the Partnership Group, including the rules of any exchange upon which the Partnership’s debt or equity is listed or traded or any law, rule or regulation regarding payroll taxes applicable to the Partnership Group (other than changes in any law, rule or regulation applicable to payroll taxes incurred by the Antero Group in connection with the grant of equity interests in the Partnership pursuant to the Antero Midstream GP LP Long-Term Incentive Plan (the “AMGP LTIP”)), or (c) to reflect any increase in the scope and extent of the Services; provided, however that the Services Fee shall not be decreased below the initial fee provided in this Agreement unless the type or extent of such Services materially decreases. The Partnership shall also reimburse Antero and its Affiliates other than the Partnership Group (collectively, the “Antero Group”) for all other direct or allocated costs and expenses in excess of the Services Fee, in each case, to the extent that such costs and expenses are incurred by the Antero Group and are directly allocable to the provision of Services to the Partnership Group, including the following: (a) any payments or expenses incurred for insurance coverage, including allocable portions of premiums, and negotiated instruments (including surety bonds and performance bonds) provided by underwriters with respect to the assets or the business of the Partnership Group; (b) all expenses and expenditures incurred by the Partnership or the General Partner, if any, as a result of the Partnership becoming and continuing as a publicly traded entity, including but not limited to, costs associated with annual and quarterly reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, tax return and Schedule K-1 preparation and related servicesdistribution, legal fees and independent director compensation; and (c) any taxes (other than payroll taxes incurred by the Antero Group and which are directly allocable to the provision of Services to the Partnership Group, unless such payroll taxes were incurred by the Antero Group in connection with the grant of any equity interests in the Partnership pursuant to the AMGP LTIP) or other direct operating expenses paid by the Antero Group for the benefit of the Partnership Group. For purposes of this Agreement, “Affiliate” means, when used with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the term “Person” means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, joint stock company or governmental authority.