EXHIBIT 10.22
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (the "AGREEMENT") is made and entered into
effective as of this ___ day of January, 2006, by and between Regency GP LLC, a
Delaware limited liability company (including any successors thereto, the
"COMPANY"), and each of the Indemnitees who is a signatory hereto.
RECITALS:
Competent and experienced individuals are reluctant to serve or to continue
to serve companies as directors, officers, or in other capacities unless they
are provided with adequate protection through insurance or indemnification, or
both, against claims and actions against them arising out of their service to
and activities on behalf of those companies.
The current uncertainties relating to the availability of adequate
insurance for directors and officers have increased the difficulty for companies
to attract and retain competent and experienced individuals.
The members of the Company (the "MEMBERS") have determined that the
continuation of present trends in litigation will make it more difficult to
attract and retain competent and experienced individuals, that this situation is
detrimental to the best interests of the Company and its members and
subsidiaries, and that the Company should act to assure its directors and
officers that there will be increased certainty of adequate protection in the
future.
The Company, in its capacity as the general partner of Regency GP LP, a
Delaware limited partnership (the "GENERAL PARTNER"), which is the general
partner of Regency Energy Partners LP, a Delaware limited partnership (the
"PARTNERSHIP"), has indirect responsibility for conducting the business of the
Partnership and for managing the Partnership's operations, and the Board of
Directors of the Company (the "BOARD") and the officers of the Company will make
decisions on behalf of each of the Company, the General Partner and the
Partnership.
Article IX of the Amended and Restated Limited Liability Company Agreement
of the Company (the "LLC AGREEMENT") and Sections 7.7 and 7.8 of the Amended and
Restated Agreement of Limited Partnership of the Partnership (the "MLP
AGREEMENT") provide for the indemnification of certain Indemnitees.
Consistent with each of the LLC Agreement and the MLP Agreement, it is
reasonable, prudent, and necessary for the Company to obligate itself
contractually to indemnify its directors and officers to the fullest extent
permitted by applicable law in order to induce them to serve or continue to
serve each of the Company, the General Partner and the Partnership.
Each Indemnitee is willing to serve and continue to serve each of the
Company, the General Partner and the Partnership on the condition that he or she
be indemnified to the fullest extent permitted by law.
Concurrently with the execution of this Agreement, each Indemnitee is
agreeing to serve or to continue to serve as a director or officer, or both, of
the Company, and to act on behalf of each of the General Partner and the
Partnership.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee's
agreement to serve or continue to serve as a director or officer, or both, of
the Company, and to act on behalf of each of the General Partner and the
Partnership, the covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Indemnitee hereby agree as follows:
1. Certain Definitions. Each capitalized term used but not defined herein
shall have the meaning assigned to such term in the LLC Agreement. For
purposes of this Agreement:
(a) Change of Control: shall mean the occurrence of any of the following
events:
(i) The acquisition after the date of this Agreement by any
individual, entity, or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
"EXCHANGE ACT")) (an "ACQUIRING PERSON") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of the then outstanding Membership Interests
of the Company (the "OUTSTANDING COMPANY MEMBER INTERESTS");
provided, however, that for purposes of this paragraph (i), the
following acquisitions shall not constitute a Change of Control:
(A) any such acquisition directly from the Company or any
Subsidiary of the Company; (B) any such acquisition by the
Company or any Subsidiary of the Company; (C) any such
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary of the
Company; or (D) any such acquisition by any entity or its
security holders pursuant to a transaction which complies with
clauses (A), (B), and (C) of paragraph (iii) below;
(ii) Individuals who, as of the date of this Agreement, constitute the
Board (the "INCUMBENT BOARD") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date of this
Agreement whose election or appointment by the Board or
nomination for election by the Company's members, was approved by
a vote of at least a majority of the directors then comprising
the Incumbent Board, shall in either case be considered as though
such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of an Acquiring Person
other than the Board;
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(iii) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the
assets of the Company or an acquisition of assets of another
entity (a "BUSINESS COMBINATION"), unless in each case, following
such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Member Interests
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of both (i) the then
outstanding Membership Interests and (ii) the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of
the entity resulting from such Business Combination (including,
without limitation, an entity that as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions, vis a vis
each other, as their ownership, immediately prior to such
Business Combination of the Outstanding Company Member Interests,
(B) no Acquiring Person (excluding any employee benefit plan (or
related trust) of the Company or the entity resulting from such
Business Combination) beneficially owns, directly or indirectly,
20% or more of either (i) the then outstanding equity of the
entity resulting from such Business Combination or (ii) the
combined voting power of the then outstanding voting securities
of such entity (except in each case to the extent that such
ownership of the Company existed prior to the Business
Combination) and (C) at least a majority of the members of the
board of directors of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(iv) Approval by the members of the Company of a complete liquidation
or dissolution of the Company.
(b) Expenses: shall mean all costs, expenses (including attorneys' and
expert witnesses' fees, costs and expenses) and obligations incurred
in connection with investigating, defending (including affirmative
defenses and counterclaims), being a witness in, or participating in
(including participation on appeal), or preparing to defend, be a
witness in, or participate in, any Claim relating to any Indemnifiable
Event.
(c) Indemnifiable Event: shall mean any and all claims, demands, actions,
suits or proceedings, whether civil, criminal, administrative or
investigative, in which any Indemnitee may be involved, or is
threatened to be involved, as a party or otherwise, by reason of his
or her status as serving in any of the capacities contemplated by the
definition of Indemnitee,
(d) Indemnifiable Liabilities: shall mean all all Expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred
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by the Indemnitee in connection with any Indemnifiable Event,
including without limitation losses, claims, damages (whether actual,
consequential, special, punitive, exemplary, multiplied or otherwise),
liabilities, joint or several, judgments, payments, fines, penalties,
interest, settlements and other amounts arising from any Indemnifiable
Event.
(e) Indemnitee: shall mean each individual signatory to this Agreement who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that the
individual is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, limited
liability company, partnership, joint venture, trust or other
enterprise. For purposes of this Agreement, the Company agrees that
Indemnitee's service on behalf of or with respect to any Subsidiary,
Affiliate or employee benefits plan of the Company or any Subsidiary
or Affiliate of the Company shall be deemed to be at the request of
the Company.
(f) Potential Change of Control: shall be deemed to have occurred if (i)
the Company enters into an agreement, the consummation of which would
result in the occurrence of a Change of Control; (ii) any Person
(including the Company) publicly announces an intention to take or to
consider taking actions that, if consummated, would constitute a
Change of Control; or (iii) the Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change of
Control has occurred.
(g) Reviewing Party: shall mean a member or members of the Board who are
not parties to the particular Claim for which Indemnitee is seeking
indemnification or, if a Change of Control has occurred, if there is a
Potential Change of Control and Indemnitee so requests, if the members
of the Board so elect or if all of the members of the Board are
parties to such Claim, then Special Counsel.
(h) Special Counsel: shall mean special, independent legal counsel
selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld), and who has not otherwise
performed material legal services for the Company or for Indemnitee
within the last three years (other than as Special Counsel under this
Agreement or similar agreements).
2. Indemnification and Expense Advancement.
(a) The Company shall, subject to the provisions of subsection (b) of this
Section 2, indemnify Indemnitee and hold Indemnitee harmless to the
fullest extent permitted by law, as soon as practicable but in any
event no later than 30 days after written demand is presented to the
Company, from and against any and all Indemnifiable Liabilities.
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(b) Notwithstanding the provisions of subsection (a) of this Section 2,
the Company shall not be obligated to indemnify the Indemnitee with
resepect to any Indemnifiable Liabilities if and to the extent that a
final and non-appealable judgment has been entered by a court of
competent jurisdiction determining that, in respect of the matter or a
portion thereof for which the Indemnitee is seeking indemnification
pursuant to this Agreement, the Indemnitee acted in bad faith or
engaged in fraud, willful misconduct or, in the case of a criminal
matter, acted with knowledge that the Indemnitee's conduct was
unlawful or if and to the extent that indemnification by the Company
of the Indemnitee in respect of such matter or a portion thereof would
otherwise violate applicable law.
(c) Any determination of any matter under subsection (b) of this Section 2
shall be made by a Reviewing Party. The Company shall not make any
payment of indemnification otherwise permitted under subsection 2(a)
if a Reviewing Party shall have determined (in a written opinion, in
any case in which Special Counsel is involved) that Indemnitee is not
permitted to be indemnified under the terms of this Agreement. Nothing
contained in this Agreement shall require any determination under this
subsection 2(c) to be made by the Reviewing Party prior to the
disposition or conclusion of the Claim against the Indemnitee.
(d) If so requested by Indemnitee, the Company shall advance from time to
time to Indemnitee all reasonable Expenses incurred by Indemnitee to
the fullest extent permitted by applicable law (or, if applicable,
reimburse Indemnitee for any and all reasonable Expenses incurred by
Indemnitee and previously paid by Indemnitee) within ten business days
after such request (an "EXPENSE ADVANCE"). The Company shall be
obligated from time to time at the request of Indemnitee to make or
pay an Expense Advance in advance of the final disposition or
conclusion of any Claim. In connection with any request for an Expense
Advance, Indemnitee or Indemnitee's counsel shall, if so requested by
the Company, submit an affidavit stating that the Expenses to which
the Expense Advances relate are reasonable. Determinations as to the
reasonability of Expenses shall be made by a Reviewing Party. Any
dispute as to the reasonableness of any Expense shall not delay an
Expense Advance by the Company.
(e) If, when, and to the extent that a Reviewing Party determines that
Indemnitee would not be permitted to be indemnified with respect to a
Claim under the terms of this Agreement or the amount of the Expense
Advance was not reasonable, the Company shall be entitled to be
reimbursed by Indemnitee and Indemnitee hereby agrees to reimburse the
Company without interest (which agreement shall be an unsecured
obligation of Indemnitee) for (x) all related Expense Advances
theretofore made or paid by the Company if it is determined that
indemnification would not be permitted or (y) the excessive portion of
any Expense Advances if it is determined that such Expenses Advances
were unreasonable, in either case, if and to the extent such
reimbursement is required by under the terms of this Agreement;
provided, however, that, if Indemnitee has commenced or shall commence
legal proceedings in a court of competent jurisdiction to secure a
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determination that Indemnitee is entitled to be indemnified under the
terms of this Agreement, or that the Expense Advances were reasonable,
any determination made by a Reviewing Party that Indemnitee is not
entitled to indemnification with respect to Indemnifiable Liabilities
or to Expense Advances under the terms of this Agreement shall be of
no force or effect under this Agreement, and the Company shall be
obligated to continue to make Expense Advances, until a final judicial
determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed), which determination
shall be conclusive and binding.
(f) If the Company shall not have provided indemnification or Expense
Advances pursuant to the terms hereof on the basis that review by, if
Indemnitee so requests, a Reviewing Party is required but there has
not been a timely determination by the Reviewing Party or if the
Reviewing Party determines that Indemnitee substantively is not
permitted to be indemnified in whole or part under the terms of this
Agreement or that any Expense Advances were unreasonable, Indemnitee
shall have the right to commence litigation against the Company in any
court in the states of Texas or Delaware having subject matter
jurisdiction thereof and in which venue is proper seeking an initial
determination as to the propriety of such indemnification or Expense
Advances by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, and the Company hereby consents
to service of process and to appear in any such proceeding. In the
absence of the initiation of such litigation in a reasonable period
thereafter, any determination by the Reviewing Party otherwise shall
be conclusive and binding on the Company and Indemnitee.
(g) With respect to any Claim relating to any Indemnifiable Event, the
Company shall be entitled to participate in or, at its option, assume
the defense, appeal or settlement of such Claim.
(h) Nothing in this Agreement, however, shall require the Company to
indemnify Indemnitee with respect to any Claim initiated by
Indemnitee, other than a Claim solely seeking enforcement of the
Company's indemnification obligations to Indemnitee or a Claim
authorized by the Board.
3. Change of Control. The Company agrees that, if a Potential Change in
Control or a Change of Control has occurred and if Indemnitee so requests
in writing, Special Counsel shall be appointed as the Reviewing Party. In
such a case, the Company agrees not to request or seek reimbursement from
Indemnitee of any indemnification payment or Expense Advances unless
Special Counsel has rendered its written opinion to the Company and
Indemnitee (i) that the Company was not or is not permitted under the terms
of this Agreement to pay Indemnitee and to allow Indemnitee to retain such
indemnification payment or Expense Advances or (ii) that such Expense
Advances were unreasonable. If, however, Indemnitee has commenced or shall
commence legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee is entitled to be indemnified under the terms
of this Agreement or that the Expense Advances were reasonable, any
determination made by Special Counsel that Indemnitee
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is not entitled to indemnification with respect to Indemnifiable
Liabilities or to Expense Advances under the terms of this Agreement shall
be of no force or effect under this Agreement, Indemnitee shall not be
required to reimburse the Company for any Expense Advance, and the Company
shall be obligated to continue to make Expense Advances, until a final
judicial determination is made with respect thereto (as to which all rights
of appeal therefore have been exhausted or lapsed), which determination
shall be conclusive and binding. The Company agrees to pay the reasonable
fees of Special Counsel and to indemnify Special Counsel against any and
all Expenses (including attorneys' fees), claims, liabilities, and damages
arising out of or relating to this Agreement or Special Counsel's
engagement pursuant hereto.
4. Indemnification for Additional Expenses. The Company shall indemnify
Indemnitee against any and all costs and Expenses (including attorneys' and
expert witnesses' fees, costs and expenses), and, if requested by
Indemnitee, shall (within two business days of that request) advance those
costs and Expenses to Indemnitee, that are incurred by Indemnitee if
Indemnitee, whether by formal proceedings or through demand and negotiation
without formal proceedings: (a) seeks to enforce Indemnitee's rights under
this Agreement; (b) seeks to enforce Indemnitee's rights to expense
advancement or indemnification under any other agreement or provision of
the Company's Certificate of Formation, as amended (the "CERTIFICATE OF
FORMATION"), or the LLC Agreement now or hereafter in effect relating to
Claims for Indemnifiable Events; or (c) seeks recovery under any directors'
and officers' liability insurance policies maintained by the Company, in
each case regardless of whether Indemnitee ultimately prevails. The
Company's obligation pursuant to the immediately preceding sentence is
subject to the condition that a court of competent jurisdiction shall not
have found Indemnitee's claim for indemnification or expense advancements
under the foregoing clause (a), (b) or (c) to be frivolous, presented for
an improper purpose, without evidentiary support, or otherwise sanctionable
under Federal Rule of Civil Procedure No. 11 or an analogous rule or law.
If a court should make such a finding, Indemnitee shall reimburse the
Company for all amounts previously advanced to Indemnitee pursuant to this
Section 4. Subject to the conditions contained in this Section 4, the
Company waives, to the fullest extent permitted by law, any and all rights
that it may have to recover its costs and Expenses from Indemnitee.
5. Partial Indemnity. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some, but not all, of
Indemnitee's Indemnifiable Liabilities, the Company shall indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.
6. Contribution.
(a) Contribution Payment. To the extent the indemnification provided for
under any provision of this Agreement is determined (in the manner
hereinabove provided) not to be permitted hereunder because it is not
permitted under applicable law, the Company, in lieu of indemnifying
Indemnitee, shall, to the extent permitted by law, contribute to the
amount of any and all Indemnifiable Liabilities incurred or paid by
Indemnitee for which such indemnification is not permitted. The amount
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the Company contributes shall be in such proportion as is appropriate
to reflect the relative fault of Indemnitee, on the one hand, and of
the Company and any and all other parties (including members, officers
and directors of the Company other than Indemnitee) who may be at
fault (collectively, including the Company, the "THIRD PARTIES"), on
the other hand.
(b) Relative Fault. The relative fault of the Third Parties and the
Indemnitee shall be determined by reference to the relative fault of
Indemnitee as determined by the court or other governmental agency or
to the extent such court or other governmental agency does not
apportion relative fault, by the Reviewing Party (which shall include
Special Counsel) after giving effect to, among other things, the
relative intent, knowledge, access to information, and opportunity to
prevent or correct the relevant events, of each party, and other
relevant equitable considerations. The Company and Indemnitee agree
that it would not be just and equitable if contribution were
determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred
to in this Section 6(b).
7. Burden of Proof. In connection with any determination by the Reviewing
Party or otherwise as to whether Indemnitee is entitled to be indemnified
under any provision of this Agreement or to receive contribution pursuant
to Section 6 of this Agreement, the burden of proof shall, to the extent
permitted by law, be on the Company to establish that Indemnitee is not so
entitled.
8. No Presumption. For purposes of this Agreement, the termination of any
Claim by judgment, order, settlement (whether with or without court
approval), or conviction, or upon a plea of nolo contendere, or its
equivalent, or an entry of an order of probation prior to judgment shall
not create a presumption (other than any presumption arising as a matter of
law that the parties may not contractually agree to disregard) that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is
not permitted by applicable law.
9. Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to
any other rights Indemnitee may have under any agreement (including without
limitation the Certificate of Formation, the LLC Agreement and the MLP
Agreement), as a matter of law or otherwise, both as to actions in the
Indemnitee's service in any of the capacities contemplated by the
definition of Indemnitee and as to actions in any other capacity, and shall
continue to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee. To the extent that a change in the
Delaware law (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under the
Certificate of Formation, the LLC Agreement, the MLP Agreement and this
Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by that change.
Indemnitee's rights under this Agreement shall not be diminished by any
amendment to the Certificate of Formation, the LLC Agreement or the MLP
Agreement, or of any other agreement or instrument to which Indemnitee is
not a party, and shall not diminish any other rights that Indemnitee now
has or in the future may have against the Company.
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10. Liability Insurance. Except as otherwise agreed to by the Company and
Indemnitee in a written agreement, to the extent the Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee shall be covered by that policy or those policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director or officer.
11. Period of Limitations. No action, suit, or proceeding may be brought
against Indemnitee or Indemnitee's spouse, heirs, executors, or personal or
legal representatives, nor may any cause of action be asserted in any such
action, suit, or proceeding, by or on behalf of the Company, after the
expiration of two years after the statute of limitations commences with
respect to Indemnitee's act or omission that gave rise to the action, suit,
proceeding, or cause of action; provided, however, that, if any shorter
period of limitations is otherwise applicable to any such action, suit,
proceeding, or cause of action, the shorter period shall govern.
12. Amendments. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both the Company and the
affected Indemnitee. No waiver of any provision of this Agreement shall be
effective unless contained in a writing signed by the party granting the
waiver. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall that waiver constitute a continuing waiver.
13. Other Sources. Indemnitee shall not be required to exercise any rights that
Indemnitee may have against any other Person (for example, under an
insurance policy) before Indemnitee enforces his rights under this
Agreement. To the extent, however, that the Company actually indemnifies
Indemnitee or advances him Expenses, the Company shall be subrogated to the
rights of Indemnitee and shall be entitled to enforce any such rights that
Indemnitee may have against third parties. Indemnitee shall assist the
Company in enforcing those rights if the Company shall pay his costs and
Expenses of doing so. If Indemnitee is actually indemnified or advanced
Expenses by any third party, then, for so long as Indemnitee is not
required to disgorge the amounts so received, to that extent the Company
shall be relieved of its obligation to indemnify Indemnitee or advance
Indemnitee Expenses.
14. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
heirs, successors, assigns (including any direct or indirect successor by
merger or consolidation) and administrators. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as an officer
or director of the Company or another enterprise at the Company's request.
15. Severability. If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws effective during the
term hereof, that provision shall be fully severable; this Agreement shall
be construed and enforced as if that illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement; and the remaining
provisions shall remain in full force and effect and shall not be affected
by the illegal, invalid, or unenforceable provision or by its severance
from this Agreement. Furthermore, in lieu of that illegal, invalid, or
unenforceable provision,
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there shall be added automatically as a part of this Agreement a provision
as similar in terms to the illegal, invalid, or unenforceable provision as
may be possible and be legal, valid, and enforceable.
16. Governing Law. To the extent that the provisions of this Agreement are
subject to the power and authority of a Delaware limited liability company
to indemnify directors, officers, employees and agents, this Agreement
shall be governed by and construed and enforced in accordance with the
Delaware Limited Liability Company Act and any related laws of the State of
Delaware; for all other purposes, this Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas
applicable to contracts made and to be performed in that state without
giving effect to the principles of conflicts of laws.
17. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.
18. Notices. Whenever this Agreement requires or permits notice to be given by
one party to the other, such notice must be in writing to be effective and
shall be deemed delivered and received by the party to whom it is sent upon
actual receipt (by any means) of such notice. Receipt of a notice by the
Secretary of the Company shall be deemed receipt of such notice by the
Company.
19. Complete Agreement. This Agreement constitutes the complete understanding
and agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof, other than any other
indemnification rights that Indemnitee may enjoy under the Certificate of
Formation, the LLC Agreement, the MLP Agreement or Delaware law.
20. Counterparts. This Agreement may be executed and delivered (including
execution and delivery by facsimile transmission) in any number of
counterparts, each of which shall be deemed an original, but in making
proof hereof it shall not be necessary to produce or account for more than
one such counterpart.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first set forth above.
REGENCY GP LLC
By:
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Name:
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Title:
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INDEMNITEE:
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Name: Xxxxx X. Xxxx
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Name: Xxx Xxxxxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx
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Name: A. Xxxx Xxxxxx
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Name: Xxxx X. Xxxxx
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Name: J. Xxxxxx Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Name: Xxxx X. Xxxx
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Name: Xxxxxx X. Shower
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Name: J. Xxxx Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx Xxxxx
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Name: Xxxxxxx X. Xxxx III
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Name: Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Name: Xxxxx Xxxxx
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