Initial MSA Fee definition
Initial MSA Fee means an amount equal to $500,000 per calendar month; provided, that the Initial MSA Fee, as in effect on the applicable date, shall be (a) after taking into account any prior adjustments pursuant to clauses (b), (c) or (d) below, adjusted at the beginning of each fiscal quarter, commencing with the first fiscal quarter in 2010, by the Wage Estimate Factor (or, if applicable, will be increased by such amount as may be mutually agreed by the Management Company and the Partnership after good faith negotiations), and (b) increased by $50,000 per calendar month on the Haynesville Expansion Project Effective Date, and (c) adjusted by an amount equal to the amount of any adjustment to the G&A Payment pursuant to Section 3.3(b) of the MSA, as of the date of any such adjustment and (d) equitably increased or decreased, as appropriate, by an amount determined in good faith by the Management Committee, in order to account for adjustments in the nature and extent of the G&A Services to be provided by the Management Company to the Partnership pursuant to the MSA, as the result of (i) the Partnership (or any of its subsidiaries) closing any acquisitions or dispositions of assets or businesses or substantially completing any Development Project (other than the Haynesville Expansion Project), (ii) any new Laws or accounting rules enacted or implemented after the Effective Date or (iii) any other change in the business of the Partnership that is not anticipated as of the Effective Date. The Initial MSA Fee shall be prorated for any partial calendar months.