Exhibit 10.14 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 22nd, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
RECITALS:Indemnification Agreement • December 19th, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
ANDCredit Agreement • December 19th, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
EXHIBIT 10.11 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of December, 2004, by and between Regency Gas Services LLC, a Delaware limited liability company (together...Executive Employment Agreement • October 26th, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
EXHIBIT 10.23 FINANCIAL ADVISORY AGREEMENT THIS FINANCIAL ADVISORY AGREEMENT (this "Agreement") is made and entered into effective as of December 1, 2004, by and among Regency Acquisition LLC, a Delaware limited liability company ("Regency...Financial Advisory Agreement • December 19th, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
BY AND AMONGPurchase and Sale Agreement • November 22nd, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
EXHIBIT 3.4 AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 19th, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 21, 2013, among REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL...Credit Agreement • May 28th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 21, 2013, among REGENCY GAS SERVICES LP, a Delaware limited partnership (including any successor-in-interest, “Borrower”), REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (including any successor-in-interest, “Regency MLP”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined where used having the meaning given to it in Section 1.01), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), WELLS FARGO SECURITIES, LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P. MORGAN SECURITIES LLC and RBS SECURITIES INC., as joint lead arrangers, (collectively, in such capacity, the “Arrangers”), WELLS FARGO SECURITIES, LLC, as sole book runner, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2014, among REGENCY GAS SERVICES LP, as Borrower, REGENCY ENERGY PARTNERS LP and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, WELLS FARGO BANK,...Credit Agreement • December 2nd, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
This SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2014, is among REGENCY GAS SERVICES LP, a Delaware limited partnership (including any successor-in-interest, “Borrower”), REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (including any successor-in-interest, “Regency MLP”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined where used having the meaning given to it in Section 1.01), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and WELLS FARGO BANK, N.A., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC, as Issuing Banks.
EXHIBIT 10.17 GROUND LEASE AGREEMENT (LAKIN PLANT) THIS GROUND LEASE AGREEMENT (the "Lease") is made and entered into by and between COLORADO INTERSTATE GAS COMPANY (the "Lessor") and CIG Field Services Company (the "Lessee"). Lessor is the owner of...Ground Lease Agreement • November 22nd, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
REGENCY ENERGY PARTNERS LP and REGENCY ENERGY FINANCE CORP., as Issuers, any Subsidiary Guarantors party hereto and Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of September 11, 2013 Debt SecuritiesIndenture • September 11th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
THIS INDENTURE dated as of September 11, 2013 is among Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”), Regency Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and together with the Partnership, the “Issuers”), any Subsidiary Guarantors (as defined herein) party hereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
EXHIBIT 10.24 MONITORING AND OVERSIGHT AGREEMENT This MONITORING AND OVERSIGHT AGREEMENT (this "Agreement") is entered into this 1st day of December, 2004, by and among Regency Acquisition LLC, a Delaware limited liability company ("Regency...Monitoring and Oversight Agreement • December 19th, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
LEASE AGREEMENTLease Agreement • November 22nd, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas
KNOW ALL PERSONS BY THESE PRESENTS, that on this 10th day of April, 1996, for and in consideration of the sum of One Hundred and No/100 Dollars and other good and valuable considerations ($100.00 & OVC), the receipt and sufficiency of which is hereby acknowledged,
EXHIBIT 10.2 AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT DATED AS OF DECEMBER 1, 2004,Second Lien Credit Agreement • November 22nd, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 1, 2004, Amended and Restated as of July 26, 2005 and November 30, 2005, and Further Amended and Restated as of February 3, 2006 among REGENCY GAS SERVICES LP, as Borrower, REGENCY...Credit Agreement • February 9th, 2006 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”, and as in effect prior to the date hereof, the “Existing Credit Agreement”) dated as of December 1, 2004, amended and restated as of July 26, 2005 and November 30, 2005, and further amended and restated as of February 3, 2006, among REGENCY GAS SERVICES LP, a Delaware limited partnership (including any successor-in-interest, “Borrower”), REGENCY ENERGY PARTNERS LP, a Delaware limited liability company (“Regency MLP”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined where used having the meaning given to it in Section 1.01), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, “Syndication Agent”), FORTIS CAPITAL CORP. and NATEXIS BANQUES POPULAIRES, as co-documentation agents (in such capacity, “Documentation Agents”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingli
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LPLimited Partnership Agreement • February 9th, 2006 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LP dated as of February 3, 2006, is entered into by and between Regency GP LP, a Delaware limited partnership, as the General Partner, and Regency Acquisition LP, a Delaware limited partnership, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN REGENCY ENERGY PARTNERS LP AND ETE COMMON HOLDINGS, LLCRegistration Rights Agreement • July 8th, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This Agreement is made in connection with this issuance of the Common Units (as defined below) to ETE Common Holdings pursuant to that certain Common Unit Purchase Agreement dated as of even date herewith (the “Purchase Agreement”) by and between ETE Common Holdings and Regency.
REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. UNDERWRITING AGREEMENT dated February 4, 2014 Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • February 10th, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
Introductory. Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Regency Energy Finance Corp., a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $900,000,000 principal amount of their 5.875% Senior Notes due 2022 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of September 11, 2013 (the “Base Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental in
REGISTRATION RIGHTS AGREEMENT Dated as of July 1, 2014 by and among REGENCY ENERGY PARTNERS LP, REGENCY ENERGY FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC.Registration Rights Agreement • July 8th, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
This Agreement is made pursuant to the Dealer-Manager Agreement, dated April 2, 2014 (the “Dealer-Manager Agreement”), by and among the Issuers, the Guarantors and the Dealer-Manager. Under the Dealer-Manager Agreement, the Dealer-Manager has agreed to act as dealer-manager in connection with the Issuers’ (a) offer to exchange the outstanding 8 3⁄8% Senior Notes due June 1, 2019 (the “Old Notes”) of Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“Eagle Rock Energy”), and Eagle Rock Finance Corp., a Delaware corporation and wholly owned subsidiary of Eagle Rock Energy (“Eagle Rock Finance” and, together with Eagle Rock Energy, “Eagle Rock”), for an equal aggregate principal amount of newly issued 8 3/8% Senior Notes due June 1, 2019 of the Issuers (the “Initial Notes”) issued pursuant to the terms of that certain Indenture (the “Indenture”), dated as of July 1, 2014, among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee
REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 8.375% SENIOR NOTES DUE 2019 INDENTURE Dated as of July 1, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • July 8th, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
INDENTURE dated as of July 1, 2014 among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency Energy Partners”), and REGENCY ENERGY FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with Regency Energy Partners, the “Issuers”), the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
AGREEMENT AND PLAN OF MERGER Dated as of October 9, 2013 among REGENCY ENERGY PARTNERS LP, REGENCY GP LP, RVP LLC, PVR PARTNERS, L.P. and PVR GP, LLCMerger Agreement • October 10th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 9, 2013 (this “Agreement”), is by and among PVR Partners, L.P., a Delaware limited partnership (“MLP”), PVR GP, LLC, a Delaware limited liability company and the general partner of MLP (“MLP GP” and, together with MLP, the “MLP Entities”), Regency Energy Partners LP, a Delaware limited partnership (“Parent”), Regency GP LP, a Delaware limited partnership and the general partner of Parent (“Parent GP”), and RVP LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent and Parent GP, the “Parent Entities”).
EXHIBIT 10.20 FIRM TRANSPORTATION AGREEMENT DATED JUNE 8, 2005Firm Transportation Agreement • November 22nd, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas
AGREEMENT AND PLAN OF MERGER Dated as of January 25, 2015 among ENERGY TRANSFER PARTNERS, L.P., ENERGY TRANSFER PARTNERS GP, L.P., REGENCY ENERGY PARTNERS LP, REGENCY GP LP and, solely for purposes of Section 5.17 and Article VIII, ENERGY TRANSFER...Merger Agreement • January 26th, 2015 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2015 (this “Agreement”), is by and among Regency Energy Partners LP, a Delaware limited partnership (“MLP”), Regency GP LP, a Delaware limited partnership and the general partner of MLP (“MLP GP” and, together with MLP, the “MLP Entities”), Energy Transfer Partners, L.P., a Delaware limited partnership (“Parent”), Energy Transfer Partners GP, L.P., a Delaware limited partnership and the general partner of Parent (“Parent GP” and, together with Parent, the “Parent Entities”), and, solely for purposes of Section 5.17 and Article VIII, Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE”).
REGENCY ENERGY PARTNERS LP Time-Vested Phantom Unit AgreementPhantom Unit Agreement • May 9th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
This Phantom Unit Agreement (the “Agreement”), is entered into on the date of acceptance by the Participant (the “Grant Date”) and is made by and between Regency Energy Partners LP (the “Partnership”) and the accepting Participant.
REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. Underwriting AgreementUnderwriting Agreement • September 6th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Regency Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule III hereto (the “Underwriters”), for whom you are acting as manager (the “Manager”), the principal amount of their debt securities identified in Schedule I hereto (the “Notes”), to be issued under the indenture specified in Schedule I hereto (the “Base Indenture”) among the Issuers, the guarantors party thereto and the Trustee identified in such Schedule (the “Trustee”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule II hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” Certain terms of the Securities will be established pursuant to a supplemental indenture to be dated as of the Clos
AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF REGENCY GP LLC A Delaware Limited Liability Company Dated as of February 3, 2006Limited Liability Company Agreement • February 9th, 2006 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Regency GP LLC (the “Company”), dated as of February 3, 2006, is adopted, executed and agreed to for good and valuable consideration by Regency Acquisition LP, a Delaware limited partnership (“Regency Acquisition”), as the member (“Member”).
10,500,000 Common Units REGENCY ENERGY PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2009 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
UBS Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities Inc. Morgan Stanley & Co. Incorporated Wells Fargo Securities, LLC as Representatives of the several Underwriters
GUARANTEE OF COLLECTIONGuarantee of Collection • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
THIS GUARANTEE OF COLLECTION (this “Guarantee”) is made as of April 30, 2013, by PEPL HOLDINGS, LLC, a Delaware limited liability company (the “Guarantor”) to REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”), and REGENCY ENERGY FINANCE CORP., a Delaware corporation (“Regency Energy Finance Corp” and, together with Regency, the “Regency Issuers”) to provide a guarantee of collection, on the terms set forth herein, for the benefit of the holders (the “Holders”) of the Supported Debt (as hereinafter defined) and the trustee (the “Trustee”) under the Indenture dated April 30, 2013 (collectively, the “Senior Notes Indenture”) with respect to the $600 million aggregate principal amount of the senior notes comprised of 4.500% Senior Notes due 2023 (collectively, the “Supported Debt”). The Guarantor and Regency may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
MASTER LEASE AGREEMENTMaster Lease Agreement • March 2nd, 2009 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
This MASTER LEASE AGREEMENT (this “Master Lease”), dated as of February 26, 2009, is between Caterpillar Financial Services Corporation (“Lessor”), a Delaware corporation whose address is 2120 West End Avenue, Nashville, Tennessee 37203, and CDM Resource Management LLC (“Lessee”), a Texas limited liability company with a principal address of 20405 Tomball Pkwy, Suite 310, Houston, TX, 77070.
AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER among REGENCY ENERGY PARTNERS LP, REGENCY GP LP, RVP LLC, PVR PARTNERS, L.P. and PVR GP, LLC Amendment dated as of November 7, 2013Agreement and Plan of Merger • November 8th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas
This AMENDMENT NO. 1, dated as of November 7, 2013 (this “Amendment”), to the Agreement and Plan of Merger, dated as of October 9, 2013 (the “Original Agreement”), is by and among PVR Partners, L.P., a Delaware limited partnership (“MLP”), PVR GP, LLC, a Delaware limited liability company and the general partner of MLP (“MLP GP”), Regency Energy Partners LP, a Delaware limited partnership (“Parent”), Regency GP LP, a Delaware limited partnership and the general partner of Parent (“Parent GP”) and RVP LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“RVP”).
EXHIBIT 10.15 REGENCY GAS SERVICES PIPELINE CONSTRUCTION CONTRACT This Contract is made and entered into this 2nd day of May, 2005, at Dallas, Texas, by and between Regency Gas Services, hereinafter called "Company" and H.C. Price Co., hereinafter...Pipeline Construction Contract • November 22nd, 2005 • Regency Energy Partners LP • Crude petroleum & natural gas • Louisiana
REGISTRATION RIGHTS AGREEMENT BY AND AMONG REGENCY ENERGY PARTNERS LP AND SOUTHERN UNION COMPANYRegistration Rights Agreement • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This Agreement is made in connection with the issuance of the Regency Common Units to Southern Union pursuant to that certain Contribution Agreement, dated as of February 27, 2013, as amended (the “Contribution Agreement”), by and among Southern Union, Regency, Regency Western G&P LLC, a Delaware limited liability company, ETP Holdco Corporation, a Delaware corporation, Energy Transfer Equity, L.P., a Delaware limited partnership, Energy Transfer Partners, L.P., a Delaware limited partnership, and ETC Texas Pipeline, Ltd., a Texas limited partnership. Regency and Southern Union have agreed to enter into this Agreement pursuant to Section 2.4(a)(iii) and Section 2.4(b)(iii) of the Contribution Agreement.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 2nd, 2009 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is made and entered into as of November 24, 2008, by and between Regency GP LLC, a Delaware limited liability company (together with its successors and assigns permitted hereunder, the “Company”), and Byron R. Kelley (the “Executive”).
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • April 16th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT dated as of April 16, 2013 (this “Amendment”) to the Contribution Agreement dated as of February 27, 2013 (“Agreement”), is made and entered into by and among Southern Union Company, a Delaware corporation (the “Contributor”), Regency Energy Partners LP, a Delaware limited partnership (“Regency”), Regency Western G&P LLC, a Delaware limited liability company (“Regency SPV”), ETP Holdco Corporation, a Delaware corporation, Energy Transfer Equity, L.P., a Delaware limited partnership, Energy Transfer Partners, L.P., a Delaware limited partnership, and ETC Texas Pipeline, Ltd., a Texas limited partnership.
OMNIBUS AGREEMENT BETWEEN REGENCY ACQUISITION LP AND REGENCY ENERGY PARTNERS LPOmnibus Agreement • February 9th, 2006 • Regency Energy Partners LP • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and between Regency Acquisition LP, a Delaware limited partnership (“Acquisition”), and Regency Energy Partners LP, a Delaware limited partnership (the “MLP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
