Exhibit
10.2


 


11/9/04


 


AMENDED AND
RESTATED 

ADMINISTRATIVE SERVICES AGREEMENT


 


This
Amended and Restated Administrative Services Agreement (“Agreement”) is entered
into effective as of July 1, 2004, by and between 4R Oil and Gas, LLC, a
Texas limited liability company (“4R”), with its principal office at 10375
Richmond, Suite 2100, Houston, Texas 77042, Rock Energy Partners LP, a
Delaware limited partnership (“Trading”), and Rock Energy Partners Operating LP
(“Operating”) (Trading and Operating are collectively referred to as the “Partnerships”).


 


WITNESSETH:


 


WHEREAS, effective as of April 16,
2004, 4R and Rocky V. Emery formed the Partnerships, and in connection
therewith adopted those certain Agreements of Limited Partnership (the “Partnership
Agreements”), for the purpose of owning and investing in other Persons;
purchasing and owning property; exploring for oil, gas and related hydrocarbons
and minerals; owning, managing, selling, exploiting, marketing and operating
oil, gas, hydrocarbon and mineral containing or producing properties and for
such other purposes as are permitted by the Partnership Agreement; and


 


WHEREAS, 4R is the
General Partner of the Partnerships and has been granted with the authority to
manage the business and affairs of the Partnerships as set forth in the
Partnership Agreements; and


 


WHEREAS,
in addition to its duties and responsibilities as the General Partner of the
Partnerships, the Partnerships desire to obtain from 4R and 4R desires to
provide to the Partnerships, certain administrative support services upon the
terms and conditions set forth herein; and


 


WHEREAS,
4R and the Partnerships entered into that certain Administrative Services
Agreement effective as of April 16, 2004 (the “Original Agreement”) and
the same parties now agree to amend and restate the terms of the Original
Agreement;


 


NOW,
THEREFORE, for and in consideration of the foregoing premises and the mutual
covenants and agreements hereinafter contained, the parties hereto, subject to
the terms and conditions hereinafter set forth, hereby agree as follows:


 


1. Defined Terms.
Defined terms used herein but not defined shall have the meaning defined in the
Partnership Agreements.


 


2. Performance
of Services. 4R shall provide the Services, as defined in Section 3
hereof, for the Partnerships. 4R shall provide the Services in the manner set
forth herein in a timely manner and in a quality fashion.


 


3. Services. The term
“Services” as used herein shall mean routine accounting, legal, bookkeeping and
other administrative services and reports arising in the Partnerships’ ordinary
course of business and necessary in the conduct of its business operations,
including without limitation, payment of office space rent, office management
services, secretarial and administrative, mailing, filing, computer data
processing, fax and long-distance communications, human resources, information
technology, management of various oil and gas contracts and


 

















 


clerical and administrative services, and as otherwise may be
reasonably requested by Partnerships and agreed to by 4R. “Services” hereunder
shall not include (A) litigation, audit or tax related support services, (B) the
preparation of any filings on behalf of the Partnerships with respect to any
governmental agencies, (C) any other services to be performed by or at the
direction of the General Partner on behalf of the Partnerships pursuant to the
Partnership Agreements other than as contemplated herein, or (D) services
necessary for the Partnerships to comply with any applicable laws, rules or
Partnership Agreements or with any contractual obligations.


 


4. Administrative
Services Fee. In consideration of the satisfactory performance of the
Services on the part of 4R, the Partnerships shall pay 4R, commencing July 1,
2004 and for each month thereafter throughout the existence of the
Partnerships, the Administrative Services Fee. The “Administrative Services Fee”
shall be equal to $150,000 per month and shall be adjusted annually each January 1
thereafter (beginning January 1, 2005) based upon the change in the
Producer’s Price Index as published by the Department of Labor, Bureau of Labor
Statistics, or if such Index is replaced or discontinued, any successor index
published by such governmental agency; provided however, all parties hereto approve
any costs for Services in an amount up to 110% of the Administrative Services
Fee. The Administrative Services Fee shall be paid on the first business day
following each completed month for the Services performed during the prior
month. Payment shall be made in cash via wire transfer or check payable to 4R.
The Administrative Services Fee is payable only out of the assets of the
Partnerships and neither the General Partner nor any limited partner of the
Partnerships shall be liable therefor. 4R shall not be required to submit any
invoices to receive payment of the Administrative Services Fee. The amount of
the Administrative Services Fee may also be amended from time to time via written
agreement executed by 4R and Partnerships.


 


5. Term of Agreement: Proration of Fee.
This Agreement shall continue in force until the dissolution of the
Partnerships. The Agreement shall be binding on the Partnerships, its
successors and assigns. The Administrative Services Fee shall be prorated for
any partial month based on the number of days in such month that 4R provided
Services.


 


6. Assignment. 4R may assign to any of
its Affiliates, in whole or in part, any of the rights, obligations or benefits
of this Agreement without the prior written consent of the Partnerships. The
Partnerships may assign this Agreement to any successor in interest of the
Partnerships without the prior written consent of 4R. Otherwise neither party
shall assign, in whole or in part, any of the rights, obligations or benefits
of this Agreement without the prior written consent of the other party.


 


7. Indemnification; No
Consequential Damages. 4R, its officers, manager, members, directors,
agents, employees and Affiliates shall not be liable to the Partnerships, the
General Partner, or Limited Partners for claims demands, damages, losses,
liabilities, costs or expenses (including, without limitation, reasonable
attorneys’ fees and other costs and expenses incident to any suit, proceeding
or investigation of any claim) arising out of the rendering of the Services by
4R hereunder except that 4R shall be liable for willful misconduct in the
rendering of the Services. 4R shall be indemnified by and reimbursed by the
Partnership to the same extent as the Partnerships are obligated to indemnify
and reimburse the General Partner pursuant to the Partnership Agreements. Under
no circumstances shall 4R be liable for any consequential,


 

















 


speculative, indirect, special, exemplary or punitive damages, or for
lost profits or lost business revenues.


 


8. Governing Law.
This Agreement shall be construed in accordance with, and all disputes
hereunder shall be governed by, the laws of the State of Texas without regard
to the conflict of laws provisions thereof. Venue shall lie for any and all
purposes with the federal and states courts located in Houston, Harris County,
Texas.


 


9. Notices. Any and all notices or
demands permitted or required to be given under this Agreement shall be in
writing and shall be validly given or made if (a) personally delivered, (b) delivered
and confirmed by facsimile or like instantaneous transmission service, or by
Federal Express or other overnight courier delivery service, which shall be
effective as of confirmation of the successful transmission of the facsimile or
like instantaneous transmission or confirmation of delivery by the courier at
the address for notice hereinafter stated or (c) deposited in the United
States mail, first class, postage prepaid, certified or registered, return
receipt requested, addressed as follows:


 


	
  4R:

  	
   

  	
  4R Oil and Gas,
  LLC

  
	
   

  	
   

  	
  103 75 Richmond,
  Suite 2100

  
	
   

  	
   

  	
  Houston, Texas
  77042

  
	
   

  	
   

  	
  Attention:
  Manager

  
	
   

  	
   

  	
   

  
	
  Partnerships:

  	
   

  	
  Rock Energy
  Partners LP and Rock Energy Partners Operating LP

  
	
   

  	
   

  	
  10375 Richmond,
  Suite 2100

  
	
   

  	
   

  	
  Houston, Texas
  77042

  
	
   

  	
   

  	
  Attention:
  General Partner

  



 


Notice which is mailed in the manner specified shall be conclusively
deemed given three (3) days after the date postmarked or upon receipt,
whichever is sooner. Any party may change its address or facsimile number for
purposes of this paragraph by giving the other party hereto written notice of
the new address or facsimile number in the manner set forth above.


 


10. Amendment. No modification or
amendment of this Agreement shall be binding upon any party unless in writing
and signed by the party against which the modification or amendment is
asserted.


 


11. Entire Agreement.
This Agreement constitutes the entire understanding between the parties with
respect to the subject matter hereof, superseding all negotiations, prior
discussions and preliminary agreements, if any. The Original Agreement is
hereby amended and superseded in its entirety by this Agreement.


 


12. Arbitration. THE PARTIES TO THIS
AGREEMENT AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM THAT MAY ARISE
BETWEEN OR AMONG 4R (ON THE ONE HAND) AND THE PARTNERSHIPS (ON THE OTHER HAND)
IN CONNECTION WITH OR OTHERWISE RELATING TO THIS AGREEMENT OR ANY PROVISION OF
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED ON CONTRACT, TORT
OR STATUTE), SHALL BE FINALLY, CONCLUSIVELY AND EXCLUSIVELY SETTLED BY BINDING
ARBITRATION IN HOUSTON, TEXAS IN


 

















 


ACCORDANCE WITH THE RULES
OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES (THE
“RULES”) OF JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. OR ANY
SUCCESSOR THERETO (“JAMS”) THEN IN EFFECT. THE PARTIES TO THIS AGREEMENT HEREBY
EXPRESSLY WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING WITHOUT
LIMITATION, THE RIGHT TO TRIAL BY JURY, WITH RESPECT TO ANY MATTER SUBJECT TO
ARBITRATION PURSUANT TO THIS SECTION 12. ANY PARTY TO THIS AGREEMENT MAY BRING
AN ACTION, INCLUDING, WITHOUT LIMITATION, A SUMMARY OR EXPEDITED PROCEEDING, IN
ANY COURT HAVING JURISDICTION, TO COMPEL ARBITRATION OF ANY DISPUTE,
CONTROVERSY OR CLAIM TO WHICH THIS SECTION 12 APPLIES. EXCEPT WITH RESPECT TO
THE FOLLOWING PROVISIONS (THE “SPECIAL PROVISIONS”) WHICH SHALL APPLY WITH
RESPECT TO ANY ARBITRATION PURSUANT TO THIS SECTION 12, THE INITIATION AND
CONDUCT OF ARBITRATION SHALL BE AS SET FORTH IN THE RULES, WHICH RULES ARE
INCORPORATED IN THIS AGREEMENT BY REFERENCE WITH THE SAME EFFECT AS IF THEY
WERE SET FORTH IN THIS AGREEMENT:


 


(a) In the event of any
inconsistency between the Rules and the Special Provisions, the Special
Provisions shall control. References in the Rules to a sole arbitrator
shall be deemed to refer to the tribunal of arbitrators provided for under
subparagraph (c) below in this Section 12.


 


(b) The arbitration shall be
administered by JAMS. If JAMS is unable or legally precluded form administering
the arbitration, then the American Arbitration Association or any successor
thereto shall serve and the Rules shall be deemed to be the Commercial
Arbitration Rules of the American Arbitration Association then in effect,
but giving effect to the Special Provisions set forth in this Section 12.


 


(c) The arbitration shall be conducted
by a tribunal of three arbitrators. Within ten days after arbitration is
initiated pursuant to the Rules, the initiating party or parties (the “Claimant”)
shall send written notice to the other party or parties (the “Respondent”),
with a copy to the Houston office of JAMS, designating the first arbitrator
(who shall not be a representative or an Affiliate of any party but may or may
not be a JAMS panel member and, in any case, shall be reasonably believed by
the Claimant to possess the requisite experience, education and expertise in
respect of the matters to which the claim relates to enable such Person to
competently perform arbitral duties). Within ten days after receipt of such
notice, the Respondent shall send written notice to the Claimant, with a copy
to the Houston office of JAMS and to the first arbitrator, designating the
second arbitrator (who shall not be a representative or an Affiliate of any
party but may or may not be a JAMS panel member and, in any case, shall be
reasonably believed by the Respondent to possess the requisite experience,
education and expertise in respect of the matters to which the claim relates to
enable such Person to competently perform arbitral duties). Within ten days
after such notice from the Respondent is received by the Claimant, the
Respondent and the Claimant shall cause their respective designated arbitrators
to select any mutually agreeable JAMS panel member as the third arbitrator. If
the respective designated arbitrators of the Respondent and the Claimant cannot
so agree within said ten day period, then the third arbitrator will be
determined pursuant to the Rules. For purposes of this Section 12, 4R (on
the one


 

















 


hand) and the Partnerships (on the other hand) shall
each be entitled to the selection of one (1) arbitrator. Prior to
commencement of the arbitration proceeding each arbitrator shall have provided
the parties with a resume outlining such arbitrator’s background and
qualifications and shall certify that such arbitrator is not a representative
or Affiliate of any of the parties. If any arbitrator shall die, fail to act,
resign, become disqualified or otherwise cease to act, then the arbitration
proceeding shall be delayed for fifteen days and the party by or on behalf of whom
such arbitrator was appointed shall be entitled to appoint a substitute
arbitrator (meeting the qualifications set forth in this Section 12)
within such fifteen day period; provided,
however, that if the party by or on behalf of whom such arbitrator was
appointed shall fail to appoint a substitute arbitrator within such fifteen day
period, the substitute arbitrator shall be a neutral arbitrator appointed by
the JAMS arbitrator within fifteen days thereafter.


 


(d) All arbitration hearings shall be
commenced within ninety days after arbitration is initiated pursuant to the
Rules, unless, upon a showing of good cause by a party to the arbitration, the
tribunal of arbitrators permits the extension of the commencement of such
hearing, provided, however, that
any such extension shall not be longer than sixty days.


 


(e) All claims
presented for arbitration shall be particularly identified and the parties to
the arbitration shall each prepare a statement of their position with
recommended courses of action. These statements of position and recommended
courses of action shall be submitted to the tribunal of arbitrators chosen as
provided hereinabove for binding decision. The tribunal of arbitrators shall
not be empowered to make decisions beyond the scope of the position papers.


 


(f) The arbitration proceeding will be
governed by the substantive laws of the State of Texas and will be conducted in
accordance with such procedures as shall be fixed for such purpose by the
tribunal of arbitrators, except that (i) discovery in connection with any
arbitration proceeding shall be conducted in accordance with the Federal Rules of
Civil Procedure and applicable case law, (ii) the tribunal of arbitrators
shall have the power to compel discovery and (iii) unless the parties otherwise
agree and except as may be provided in this Section 12, the arbitration
shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to
the exclusion of any provision of state law or other applicable law or
procedure inconsistent therewith or which would product a different result. The
parties shall preserve their right to assert and to avail themselves of the
attorney-client and attorney-work-product privileges, and any, other privileges
to which they may be entitled pursuant to applicable law. No party to the
arbitration or any arbitrator may compel or require mediation and/or settlement
conferences without the prior written consent of all such parties and the
tribunal of arbitrators.


 


(g) The tribunal of
arbitrators shall make an arbitration award as soon as possible after the later
of the close of evidence or the submission of final briefs, and in all cases
the award shall be made not later than thirty days following submission of the
matter. The finding and decision of a majority of the arbitrators shall be
final and shall be binding upon the parties. Judgment upon the arbitration
award or decision may be entered in any court having jurisdiction thereof or
application may be made to any such court for a judicial acceptance of the award
and an order of enforcement, as the case may


 

















 


be. The tribunal of arbitrators shall have the
authority to assess liability for pre-award and post-award interest on the
claims, attorneys’ fees, expert witness fees and all other expenses of
arbitration as such arbitrators shall deem appropriate based on the outcome of
the claims arbitrated. Unless otherwise agreed by the parties to the
arbitration in writing, the arbitration award shall include findings of fact
and conclusions of law.


 


(h) Nothing in this Section 12
shall be deemed to (i) limit the applicability of any otherwise applicable
statute of limitations or repose or any waivers contained in this Agreement or (ii) constitute
a waiver by any party hereto of the protections afforded by 12 U.S.C. § 91 or
any successor statute thereto or any substantially equivalent state law.


 


(i) Notwithstanding any
provision in this Section 12 to the contrary, this Section 12 shall
not be construed to require arbitration of a claim or dispute brought by any
Person, including, without limitation, any Limited Partner (whether in his own
right or through a derivative action in the right of the Partnership), who is
not a party to this Agreement.


 


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remainder of this page is intentionally left blank. The signature page follows.]


 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Administrative Services Agreement as of the
day and year first above written.


	
   

  	
   

  	
  4R Oil and Gas, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rocky Emery

  	
   

  
	
   

  	
   

  	
  Rocky Emery Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROCK ENERGY PARTNERS LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  4R
  Oil and Gas, LLC, its sole-general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Rocky Emery 

  	
   

  
	
   

  	
   

  	
   

  	
  Rocky
  Emery Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROCK
  ENERGY PARTNERS OPERATING LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  4R Oil and Gas, LLC, its sole-general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Rocky Emery

  	
   

  
	
   

  	
   

  	
   

  	
  Rocky Emery, Manager