exv10w9



 






Exhibit 10.9




FORM OF

CONTRIBUTION, CONVEYANCE

AND ASSUMPTION AGREEMENT




Among




REGENCY ENERGY PARTNERS LP,




REGENCY GAS SERVICES LP,




REGENCY GP LLC,




REGENCY GP LP,




And




REGENCY ACQUISITION, L.P.




EFFECTIVE AS OF




_____________, 2006




 









 








CONTRIBUTION, CONVEYANCE

AND ASSUMPTION AGREEMENT




     This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of ___, 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”), and REGENCY ACQUISITION, L.P., a Delaware limited
partnership (“Acquisition”). 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 Regency OLP GP LLC, a Delaware limited liability company (“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.




2









 








          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. All direct and indirect subsidiaries of OLP distributed their working capital assets
consisting of cash and accounts receivable (the “Working Capital”), estimated to be
approximately $[ ] million, to OLP (through any intermediate entities) and OLP, in turn,
distributed the Working Capital to Acquisition (0.001% on behalf of OLP GP).




          11. Acquisition conveyed 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).




     WHEREAS, concurrently with the consummation of the transactions contemplated hereby (the
“Closing”), each of the following matters will occur:



          1. 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.




          2. 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) [14.1] million Sub Units in MLP (representing a
[49.0]% interest), (b) [2.1] million Common Units in MLP (representing a [7.1]% interest) and (c)
the right to receive $[163.5] million to reimburse Acquisition for certain capital expenditures.




          3. The public, through the Underwriters, will contribute approximately $[240.0] million in
cash, less the Underwriters’ spread of $[15.9] million, in exchange for 12,000,000 Common Units in
MLP (representing a [41.9]% interest).




          4. MLP will (a) pay transaction expenses associated with the transactions contemplated by this
Agreement (including $[9] million in fees to terminate a financial advisory




3









 







and monitoring and oversight agreement with an affiliate of HMTF) in the amount of
approximately $[13] million (exclusive of the Underwriters’ discount), (b) distribute $[163.5]
million to Acquisition to reimburse Acquisition for certain capital expenditures, and (c)
contribute $[ ] million to OLP which, in turn, contributes $[ ] million to its subsidiaries
to replenish working capital.




          5. OLP will distribute a 0.001% interest in Regency Waha LP, LLC, a Delaware limited liability
company (“Waha”), to OLP GP (99.999% on behalf of MLP).




          6. Waha will file a certificate of conversion under the Delaware LLC Act to convert into
Regency Waha, L.P., a Delaware limited partnership (“Waha LP”), following which OLP GP will
own a 0.001% general partner interest and OLP will own a 99.999% limited partners interest.




          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




          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
___, 2006.




          (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.



4









 






          (h) “Omnibus Agreement” means that certain Omnibus Agreement of even date
herewith, among Acquisition, GP LLC, General Partner, MLP and OLP.




          (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 ___, 2006.




          (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) “Sub Unit” means “Subordinated Unit” as such term is defined in the
Partnership Agreement.




          (n) “Underwriters” means UBS Securities LLC, Lehman Brothers Inc., Citigroup
Global Markets Inc., Wachovia Capital Markets, LLC, A.G. Edwards & Sons, Inc. and KeyBanc
Capital Markets, a division of McDonald Investments, Inc.



ARTICLE 2

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS




          Section 2.1 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 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 2.2 Contribution of Member Interest in OLP GP and Limited Partner Interest in OLP
to MLP. Acquisition 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 its member interest in OLP GP and its limited partner interest in OLP
in exchange for (a) [14.1] million Sub Units in MLP, representing [49.0]% interest in MLP, (b)
[2.1] million Common Units in MLP, representing a [7.1]% interest in MLP, (c) the right to receive
$[163.5] million to reimburse Acquisition for certain capital contribution agreement, 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.




          Section 2.3 Public Cash Contribution. The Parties acknowledge a capital contribution
by the public through the Underwriters to MLP of approximately $[240.0] million in




5









 







cash ($[224.1] million net to MLP after the underwriting discount of $[15.9] million) in
exchange for 12,000,000 Common Units, representing a [41.9]% interest in MLP.




          Section 2.4 Payment of Transaction Costs. The Parties acknowledge (a) the payment by
MLP, in connection with the Closing, of transaction expenses (including $[9] million in fees to
terminate a financial advisory and monitoring and oversight agreement with an affiliate of HMTF) in
the amount of approximately $[13] million (exclusive of the Underwriters’ spread), (b) the
distribution by MLP of approximately $[163.5] million to Acquisition to reimburse it for certain
capital expenditures, (c) the distribution by MLP of approximately $[ ] million to OLP, which in
turn contributes $[ ] million to its subsidiaries to replenish working capital.




          Section 2.5 Contribution of Member Interest in Waha to OLP GP. OLP hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to OLP GP, its
successors and assigns, for its and their own use forever, all right, title and interest in and to
its member interest in Waha (of which 99.999% is being contributed on behalf of MLP), as a capital
contribution, and OLP GP hereby accepts such member interest.




          Section 2.6 Conversion of Waha to a Limited Partnership. The Parties acknowledge that
Waha has adopted a certificate of conversion in the form attached hereto as Exhibit A and pursuant
thereto (i) has converted to Regency Waha, L.P., a Delaware limited partnership, and (ii) has
designated OLP GP as the general partner thereof and OLP as the sole limited partner thereof.




ARTICLE 3

ADDITIONAL TRANSACTIONS




          Section 3.1 Purchase of Additional Common Units. If the Option is exercised in whole
or in part, the public, through the Underwriters, will contribute additional cash to MLP in
exchange for up to an additional 1,800,000 Common Units.




          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, net of underwriting discounts.




ARTICLE 4

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 physical 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



6









 






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, WITHOUT LIMITATION 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, WITHOUT
LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY,
INCLUDING THE PRESENCE OR LACK OF HAZARDOUS 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 WITHOUT LIMITATION 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, WITHOUT LIMITATION,
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, WITHOUT LIMITATION, THE OMNIBUS
AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION



7









 






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, WITHOUT LIMITATION, 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, WITHOUT LIMITATION, 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.




          (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.




          (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




          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




8









 







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 to more fully and
effectively 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. However, due to the age of some of those assets and the
difficulties in locating appropriate data with respect to some of the assets it is possible that
assets intended to be contributed to the MLP or its subsidiaries were not identified and therefore
are not included in the assets contributed to the MLP or its subsidiaries. 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.




ARTICLE 6

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




          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.




9









 








          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 but not limited to, 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.




          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.




10









 








          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; Bill of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of
the assets and interests referenced herein.




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




11









 








     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:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REGENCY GAS SERVICES LP
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Regency OLP GP LLC, its
	 	 	 	 	general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REGENCY GP LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REGENCY GP LP
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Regency GP LLC, its
	 	 	 	 	general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





[Signature Page to the Contribution Agreement]




 









 








	 	 	 	 	 	 	 	 	 
	 	 	REGENCY ACQUISITION, L.P.  
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Regency Holdings, LLC, its
	 	 	 	 	general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





[Signature Page to the Contribution Agreement]