CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Exhibit 10.3
Execution Copy
CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
AND ASSUMPTION AGREEMENT
Among
REGENCY ENERGY PARTNERS LP,
REGENCY
GAS SERVICES LP,
REGENCY GP LLC,
REGENCY GP LP,
REGENCY OLP GP LLC,
And
REGENCY ACQUISITION LP
EFFECTIVE AS OF
FEBRUARY 3, 2006
FEBRUARY 3, 2006
CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT
AND ASSUMPTION AGREEMENT
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of February 3, 2006, is
entered into by and among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership
(“MLP”), REGENCY GAS SERVICES LP, a Delaware limited partnership (“OLP”), REGENCY
GP LLC, a Delaware limited liability company (“GP LLC”), REGENCY GP LP, a Delaware limited
partnership (the “General Partner”), REGENCY ACQUISITION LP, a Delaware limited partnership
(“Acquisition”) and REGENCY OLP GP LLC, a Delaware limited liability Company (“OLP
GP”). The parties to this agreement are collectively referred to herein as the
“Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in
Section 1.1.
RECITALS
WHEREAS, Acquisition and the General Partner have formed MLP, pursuant to the Delaware Revised
Uniform Limited Partnership Act (the “Delaware LP Act”), for the purpose of engaging in any
business activity that is approved by the General Partner and that lawfully may be conducted by a
limited partnership organized pursuant to the Delaware LP Act.
WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, the
following actions have been taken prior to the Closing:
1. Regency Acquisition LLC, a Delaware limited liability company and the predecessor to
Acquisition (“Acquisition LLC”) formed GP LLC, under the terms of the Delaware Limited
Liability Company Act (the “Delaware LLC Act”), and contributed $1,000 in exchange for all
of the member interests in GP LLC.
2. GP LLC and Acquisition LLC formed the General Partner, under the terms of the Delaware LP
Act, to which GP LLC contributed $0.01 and Acquisition LLC contributed $999.99 in exchange for a
0.001% general partner interest and 99.999% limited partner interest, respectively.
3. The General Partner and Acquisition LLC formed MLP, under the terms of the Delaware LP Act,
to which the General Partner contributed $20 and Acquisition LLC contributed $980 in exchange for a
2% general partner interest and a 98% limited partner interest, respectively.
4. Acquisition LLC formed OLP GP, under the terms of the Delaware LLC Act, and contributed
$1,000 in exchange for all of the member interests in OLP GP.
5. HMTF Regency, L.P., a Delaware limited partnership (“HMTF”), formed Regency
Holdings, LLC, a Delaware limited liability company (“Holdings”), under the terms of the
Delaware LLC Act, to which HMTF contributed $1,000 in exchange for all of the member interest in
Holdings.
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6. HMTF conveyed a 0.001% member interest in Acquisition LLC to Holdings as a capital
contribution, following which HMTF owned a 99.999% member interest and Holdings owned a 0.001%
member interest in Acquisition LLC.
7. Acquisition LLC filed a certificate of conversion under the Delaware LLC Act to convert
into Acquisition, which is a Delaware limited partnership, designating Holdings as the general
partner with a 0.001% general partner interest and HMTF as the limited partner with a 99.999%
limited partner interest.
8. Acquisition conveyed a 0.001% member interest in Regency Gas Services LLC, a Delaware
limited liability company and the predecessor to the OLP (“Regency Gas LLC”), to OLP GP as
a capital contribution, following which Acquisition owned a 99.999% member interest and OLP GP
owned a 0.001% member interest in Regency Gas LLC.
9. Regency Gas LLC filed a certificate of conversion under the Delaware LLC Act to convert
into OLP, which is a Delaware limited partnership, designating OLP GP as the general partner with a
0.001% general partner interest and Acquisition as the limited partner with a 99.999% limited
partner interest.
10. OLP distributed its working capital assets consisting of cash and accounts receivable (the
“Working Capital”), estimated to be approximately $48.0 million, to Acquisition (0.001% on
behalf of OLP GP).
WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the
“Closing”), the Parties propose to effect the following transactions:
1. Acquisition will convey to the General Partner a limited partner interest (the
“Interest”) in OLP with a value equal to 2% of the equity of MLP immediately after the
Closing (as defined below) as a capital contribution (of which 0.001% of such conveyance was made
to the General Partner on behalf of GP LLC).
2. The General Partner will convey the Interest to MLP in exchange for (a) a continuation of
its 2% general partner interest and (b) the issuance to the General Partner of the IDRs of the MLP.
3. Acquisition will convey all of its member interest in OLP GP and its remaining limited
partner interest in OLP to MLP in exchange for (a) 19,103,896 Subordinated Units in MLP
(representing a 49.0% interest), (b) 5,353,896 million Common Units in MLP (representing a 13.7%
interest) and (c) the right to receive $197.0 million to reimburse Acquisition for certain capital
expenditures.
4. The public, through the Underwriters, will contribute approximately $275.0 million in cash,
less the Underwriters’ spread of $16,671,875 million and the Representatives’ structuring fee of
$1,375,000 million, in exchange for 13,750,000 Common Units in MLP (representing a 35.3% interest).
5. MLP will (a) pay transaction expenses associated with the transactions contemplated by this
Agreement (including $9.0 million in fees to terminate a financial advisory
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and monitoring and oversight agreement with an affiliate of HMTF) in the amount of
approximately $12.0 million (exclusive of the Underwriters’ discount and the Representatives’
structuring fee), (b) distribute $197.0 million to Acquisition to reimburse Acquisition for certain
capital expenditures, and (c) contribute $48.0 million to OLP, which, in turn, repays $37.0 million
of working capital borrowings under the revolving portion of its credit facility.
6. The 98% limited partner interest of Acquisition in MLP will be redeemed and the initial
capital contributions of Acquisition will thereupon be refunded and any interest or other profit
that may have resulted from the investment or other use of such initial capital contribution will
be distributed to Acquisition.
7. The agreements of limited partnership and the limited liability company agreements of the
aforementioned entities will be amended and restated to the extent necessary to reflect the
applicable matters set forth above and as contained in this Agreement.
NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:
ARTICLE 1
DEFINITIONS
DEFINITIONS
Section 1.1 The following capitalized terms shall have the meanings given below.
(a) “Agreement” means this Contribution, Conveyance and Assumption Agreement.
(b) “Assets” has the meaning assigned to such term in Section 4.1 of this
Agreement.
(c) “Common Unit” has the meaning assigned to such term in the Partnership
Agreement.
(d) “Effective Time” shall mean 8:00 a.m. New York, New York time on the date
of consummation of the Offering.
(e) “IDRs” means “Incentive Distribution Rights” as such term is defined in the
Partnership Agreement.
(f) “MLP” has the meaning assigned to such term in the opening paragraph of
this Agreement.
(g) “Offering” means the initial public offering by MLP of Common Units.
(h) “Omnibus Agreement” means that certain Omnibus Agreement of even date
herewith, among Acquisition, GP LLC, General Partner, MLP and OLP.
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(i) “Option” means the option to purchase additional Common Units granted to
the Underwriters in connection with the Offering.
(j) “Partnership Agreement” means the First Amended and Restated Agreement of
Limited Partnership of Regency Energy Partners LP dated as of the Effective Date.
(k) “Partnership Group” has the meaning assigned to such term in the Omnibus
Agreement.
(l) “Registration Statement” means the registration statement on Form S-1
(Registration No. 333-128332) filed by MLP relating to the Offering.
(m) “Representatives” means UBS Securities LLC and Xxxxxx Brothers Inc.
(n) “Subordinated Unit” means “Subordinated Unit” as such term is defined in
the Partnership Agreement.
(o) “Underwriters” means UBS Securities LLC, Xxxxxx Brothers Inc., Citigroup
Global Markets Inc., Wachovia Capital Markets, LLC, X.X. Xxxxxxx & Sons, Inc. and KeyBanc
Capital Markets, a division of McDonald Investments, Inc.
(p) “Underwriting Agreement” means the underwriting agreement dated January 30,
2006, among GP LLC, General Partner, MLP, OLP and Acquisition and the Underwriters relating
to the Offering.
ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
Section 2.1 Contribution of Interest by Acquisition to the General Partner.
Acquisition hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers to the General Partner, its successors and assigns, for its and their own use forever, all
right, title and interest in and to the Interest, as a capital contribution, for good and valuable
consideration, the sufficiency of which is hereby acknowledged, and the General Partner hereby
accepts the Interest as a contribution to the capital of the General Partner (of which 0.001% of
such conveyance is being made on behalf of GP LLC).
Section 2.2 Contribution of the Interest by the General Partner to MLP. The General
Partner hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers
to MLP, its successors and assigns, for its and their own use forever, all right, title and
interest in and to the Interest, as a capital contribution, in exchange for (a) a continuation of
its 2% general partner interest in MLP, (b) the issuance by the MLP to the General Partner of the
IDRs, and (c) other good and valuable consideration, the sufficiency of which is hereby
acknowledged, and MLP hereby accepts the Interest as a contribution to the capital of MLP.
Section 2.3 Contribution of Member Interest in OLP GP and Limited Partner Interest in OLP
to MLP. Acquisition hereby grants, contributes, bargains, conveys,
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assigns, transfers, sets over and delivers to MLP, its successors and assigns, for its and
their own use forever, all right, title and interest in and to its member interest in OLP GP and
its limited partner interest in OLP in exchange for (a) the issuance by the MLP to Acquisition of
19,103,896 Subordinated Units in MLP, representing 49.0% interest in MLP, (b) the issuance by the
MLP to Acquisition of 5,353,896 Common Units in MLP, representing a 13.7% interest in MLP, (c) the
right to receive $197.0 million to reimburse Acquisition for certain capital contributions, and (d)
other good and valuable consideration, the sufficiency of which is hereby acknowledged, and MLP
hereby accepts such member interest and limited partner interest as a contribution to the capital
of MLP, and, effective as of the completion of the conveyance to MLP of the limited partner
interest in OLP pursuant to Sections 2.2 and 2.3 of this Agreement, agrees to be bound by the terms
of the Limited Partnership Agreement of OLP with respect to the limited partner interest in OLP so
conveyed to MLP.
Section 2.4 Underwriters’ Cash Contribution. The Parties acknowledge that the
Underwriters have, pursuant to the Underwriting Agreement, made a capital contribution to MLP of
approximately $275,000,000 in cash ($256,953,125 net to MLP after the underwriting discount of
$16,671,875 and the Representatives’ structuring fee of $1,375,000) in exchange for the issuance by
the MLP to the Underwriters of 13,750,000 Common Units, representing a 35.3% interest in MLP.
Section 2.5 Payment of Transaction Costs. The Parties acknowledge (a) the payment by
MLP, in connection with the Closing, of transaction expenses (including $9.0 million in fees to
terminate a financial advisory and monitoring and oversight agreement with an affiliate of HMTF) in
the amount of approximately $12 million (exclusive of the Underwriters’ spread and the
Representatives’ structuring fee), (b) the distribution by MLP of approximately $197.0 million in
cash to Acquisition to reimburse it for certain capital expenditures, (c) the distribution by MLP
of approximately $48.0 million in cash to OLP, and, in turn the repayment of $37.0 million by OLP
of working capital borrowings under the revolving portion of its credit facility.
Section 2.6 Redemption of Acquisition’s Interests in MLP. MLP (a) hereby redeems the
interests of Acquisition and (b) hereby refunds and distributes to Acquisition its initial capital
contribution along with 98% of any interest or other profit that resulted from the investment or
other use of such initial capital contributions.
Section 2.7 Consent by OLP GP to Conveyances in OLP. OLP GP, pursuant to Article VI
of the Limited Partnership Agreement of OLP dated January 26, 2006, does hereby consent to the
transfers and conveyances of the limited partner interests in OLP effected pursuant to this
Agreement and, as of a result of the transfers and conveyances of the limited partner interests of
the outstanding limited partner interest in OLP to MLP pursuant to Sections 2.2 and 2.3 of this
Agreement, admits MLP as a limited partner of OLP.
ARTICLE 3
ADDITIONAL TRANSACTIONS
ADDITIONAL TRANSACTIONS
Section 3.1 Purchase of Additional Common Units. If the Option is exercised in whole
or in part, the Underwriters, will contribute additional cash to MLP in
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exchange for up to an additional 2,062,500 Common Units on the basis of the initial public
offering price per Common Unit set forth in the Registration Statement, net of underwriting
discounts and the Representatives’ structuring fee.
Section 3.2 Redemption of Common Units. MLP hereby agrees to redeem a number of Common
Units held by Acquisition equal to the number of Common Units issued to the public, through the
underwriters, upon exercise of the Option, if any, at a redemption price per Common Unit equal to
the initial public offering price per Common Unit set forth in the Registration Statement, net of
underwriting discounts and the Representatives’ structuring fee.
ARTICLE 4
TITLE MATTERS
TITLE MATTERS
Section 4.1 Encumbrances.
(a) Except to the extent provided in any other document executed in connection with
this Agreement or the Offering, the contribution and conveyance (by operation of law or
otherwise) of the various assets owned as reflected in this Agreement (collectively, the
“Assets”) are made expressly subject to all recorded and unrecorded liens (other than
consensual liens), encumbrances, agreements, defects, restrictions, adverse claims and all
laws, rules, regulations, ordinances, judgments and orders of governmental authorities or
tribunals having or asserting jurisdictions over the Assets and operations conducted thereon
or in connection therewith, in each case to the extent the same are valid and enforceable
and affect the Assets, including all matters that a current survey or visual inspection of
the Assets would reflect.
(b) To the extent that certain jurisdictions in which the Assets are located may
require that documents be recorded in order to evidence the transfers of title reflected in
this Agreement, then the provisions set forth in Section 4.1(a) immediately above shall also
be applicable to the conveyances under such documents.
Section 4.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws.
(a) EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING THE OMNIBUS AGREEMENT, THE PARTIES
ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY
SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR
STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR
CONDITION OF THE ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE
ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS
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SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (B) THE INCOME TO BE DERIVED FROM THE
ASSETS, (C) THE SUITABILITY OF THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE
CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS
(INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS. EXCEPT TO
THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR THE OFFERING INCLUDING THE OMNIBUS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE
THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS, AND EACH IS RELYING
SOLELY ON ITS OWN INVESTIGATION OF THE RESPECTIVE ASSETS AND NOT ON ANY INFORMATION PROVIDED
OR TO BE PROVIDED BY ANY OF THE PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING
THE OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR
WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY
AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING
THE OMNIBUS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED
BY LAW, THE CONTRIBUTION OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE IN AN “AS IS”, “WHERE
IS” CONDITION WITH ALL FAULTS, AND THE ASSETS ARE CONTRIBUTED AND CONVEYED SUBJECT TO ALL OF
THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH CONTRIBUTION AND
CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN
NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE
EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, WITH RESPECT TO THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN
EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED
OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, INCLUDING THE OMNIBUS
AGREEMENT.
(b) The contributions of the Assets made under this Agreement are made with full rights
of substitution and subrogation of the respective parties receiving such contributions, and
all persons claiming by, through and under such parties, to the extent assignable, in and to
all covenants and warranties by the predecessors-in-title of the parties contributing the
Assets, and with full subrogation of all rights accruing under applicable statutes of limitation and all rights of action of warranty against all
former owners of the Assets.
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(c) Each of the Parties agrees that the disclaimers contained in this Section 4.2 are
“conspicuous” disclaimers. Any covenants implied by statute or law by the use of the words
“grant,” “convey,” “bargain,” “sell,” “assign,” “transfer,” “deliver,” or “set over” or any
of them or any other words used in this Agreement or any exhibits hereto are hereby
expressly disclaimed, waived or negated. In addition, each of the Parties agrees that the
“including” means “including without limitation.”
(d) Each of the Parties hereby waives compliance with any applicable bulk sales law or
any similar law in any applicable jurisdiction in respect of the transactions contemplated
by this Agreement.
ARTICLE 5
FURTHER ASSURANCES
FURTHER ASSURANCES
Section 5.1 Further Assurances. From time to time after the Effective Time, and
without any further consideration, the Parties agree to execute, acknowledge and deliver all such
additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases,
acquittances and other documents, and will do all such other acts and things, all in accordance
with applicable law, as may be necessary or appropriate (a) more fully to assure that the
applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers
and privileges granted by this Agreement, or which are intended to be so granted, or (b) more fully
and effectively to vest in the applicable Parties and their respective successors and assigns
beneficial and record title to the interests contributed and assigned by this Agreement or intended
so to be and to more fully and effectively carry out the purposes and intent of this Agreement.
Section 5.2 Other Assurances. From time to time after the Effective Time, and without
any further consideration, each of the Parties shall execute, acknowledge and deliver all such
additional instruments, notices and other documents, and will do all such other acts and things,
all in accordance with applicable law, as may be necessary or appropriate more fully and
effectively to carry out the purposes and intent of this Agreement. Without limiting the
generality of the foregoing, the Parties acknowledge that the parties have used their good faith
efforts to attempt to identify all of the assets being contributed to the MLP or its subsidiaries
as required in connection with the Offering. It is the express intent of the Parties that the MLP
or its subsidiaries own all assets necessary to operate the assets that are identified in this
Agreement and in the Registration Statement. To the extent any assets were not identified but are
necessary to the operation of assets that were identified, then the intent of the Parties is that
all such unidentified assets are intended to be conveyed to the appropriate members of the
Partnership Group. To the extent such assets are identified at a later date, the Parties shall
take the appropriate actions required in order to convey all such assets to the appropriate members
of the Partnership Group. Likewise, to the extent that assets are identified at a later date that
were not intended by the parties to be conveyed as reflected in the Registration Statement, the
Parties shall take the appropriate actions required in order to convey all such assets to the
appropriate party.
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ARTICLE 6
EFFECTIVE TIME
EFFECTIVE TIME
Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of Article 2 or Article 3 of this Agreement shall be operative or have any effect until the
Effective Time, at which time all the provisions of Article 2 and Article 3 of this Agreement shall
be effective and operative in accordance with Article 7, without further action by any party
hereto.
ARTICLE 7
MISCELLANEOUS
MISCELLANEOUS
Section 7.1 Order of Completion of Transactions. The transactions provided for in
Article 2 and Article 3 of this Agreement shall be completed immediately following the Effective
Time in the following order: first, the transactions provided for in Article 2 shall be completed
in the order set forth therein; and second, following the completion of the transactions as
provided in Article 2, the transactions, if they occur, provided for in Article 3 shall be
completed.
Section 7.2 Costs. Except for the transaction costs set forth in Section 2.4, the OLP
shall pay all expenses, fees and costs, including all sales, use and similar taxes arising out of
the contributions, conveyances and deliveries to be made hereunder and shall pay all documentary,
filing, recording, transfer, deed, and conveyance taxes and fees required in connection therewith.
In addition, the OLP shall be responsible for all costs, liabilities and expenses (including court
costs and reasonable attorneys’ fees) incurred in connection with the implementation of any
conveyance or delivery pursuant to Section 5.1 or Section 5.2.
Section 7.3 Headings; References; Interpretation. All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. All references herein to Articles, Sections,
Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be
references to the Articles and Sections of this Agreement. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall include all other
genders, and the singular shall include the plural and vice versa. The use herein of the word
“including” following any general statement, term or matter shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not non-limiting language (such as “without
limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but
rather shall be deemed to refer to all other items or matters that could reasonably fall within the
broadest possible scope of such general statement, term or matter.
Section 7.4 Successors and Assigns. The Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and assigns.
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Section 7.5 No Third Party Rights. The provisions of this Agreement are intended to
bind the Parties as to each other and are not intended to and do not create rights in any other
person or confer upon any other person any benefits, rights or remedies and no person is or is
intended to be a third party beneficiary of any of the provisions of this Agreement.
Section 7.6 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on the parties hereto.
Section 7.7 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas applicable to contracts made and to be performed
wholly within such state without giving effect to conflict of law principles thereof.
Section 7.8 Severability. If any of the provisions of this Agreement are held by any
court of competent jurisdiction to contravene, or to be invalid under, the laws of any political
body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not
contain the particular provision or provisions held to be invalid and an equitable adjustment shall
be made and necessary provision added so as to give effect to the intention of the Parties as
expressed in this Agreement at the time of execution of this Agreement.
Section 7.9 Amendment or Modification. This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties. Each such instrument shall be
reduced to writing and shall be designated on its face as an Amendment to this Agreement.
Section 7.10 Integration. This Agreement and the instruments referenced herein
supersede all previous understandings or agreements among the Parties, whether oral or written,
with respect to their subject matter. This Agreement and such instruments contain the entire
understanding of the Parties with respect to the subject matter hereof and thereof. No
understanding, representation, promise or agreement, whether oral or written, is intended to be or
shall be included in or form part of this Agreement unless it is contained in a written amendment
hereto executed by the parties hereto after the date of this Agreement.
Section 7.11 Deed; Xxxx of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of
the assets and interests referenced herein.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date
first above written.
| REGENCY ENERGY PARTNERS LP | ||||||
| By: | Regency GP LP, its general partner | |||||
| By: Regency GP LLC, its general partner | ||||||
| By: | /s/ Xxxxx X. Xxxx | |||||
| Name: Xxxxx X. Xxxx | ||||||
| Title: Chairman, President and Chief Executive Officer | ||||||
| REGENCY GAS SERVICES LP | ||||||
| By: | Regency OLP GP LLC, its general partner | |||||
| By: | /s/ Xxxxx X. Xxxx | |||||
| Name: Xxxxx X. Xxxx | ||||||
| Title: Chairman, President and Chief Executive Officer | ||||||
| REGENCY GP LLC | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: Xxxxx X. Xxxx | ||||
| Title: Chairman, President and Chief Executive Officer | ||||
| REGENCY GP LP | ||||||
| By: | Regency GP LLC, its general partner | |||||
| By: | /s/ Xxxxx X. Xxxx | |||||
| Name: Xxxxx X. Xxxx | ||||||
| Title: Chairman, President and Chief Executive Officer | ||||||
| REGENCY OLP GP LLC | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: Xxxxx X. Xxxx | ||||
| Title: Chairman, President and Chief Executive Officer | ||||
[Signature Page to the Contribution Agreement]
| REGENCY ACQUISITION LP | ||||||
| By: | Regency Holdings LLC, its general partner | |||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
[Signature Page to the Contribution Agreement]
