exv10w25



 






Exhibit 10.25




 

 





FORM OF



OMNIBUS AGREEMENT




BETWEEN




REGENCY ACQUISITION, L.P.




AND




REGENCY ENERGY PARTNERS LP




 

 






 









 












OMNIBUS AGREEMENT




     THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date
(as defined herein), and is by and between Regency Acquisition, L.P., a Delaware limited
partnership (“Acquisition”), and Regency Energy Partners LP, a Delaware limited partnership (the
“MLP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and
collectively as the “Parties.”



R E C I T A L S:




     The Parties desire by their execution of this Agreement to evidence their understanding, as
more fully set forth in this Agreement, with respect to certain indemnification and reimbursement
obligations of the Parties.



     In consideration of the premises and the covenants, conditions, and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:



ARTICLE I

Definitions




     1.1 Definitions. As used in this Agreement, the following terms shall have the respective
meanings set forth below:




     “Acquisition” has the meaning given such term in the introduction to this Agreement.




     “Agreement” means this Omnibus Agreement, as it may be amended, modified or
supplemented from time to time in accordance with the terms hereof.




     “Cap” has the meaning given such term in Section 2.3(a).




     “Closing Date” means ___, 2006, the date of the closing of the initial public
offering of Common Units.




     “Common Unit” has the meaning given such term in the MLP Agreement.




     “Conflicts Committee” has the meaning given such term in the MLP Agreement.




     “Contribution Agreement” has the meaning given such term in the MLP Agreement.




     “Covered Environmental Losses” means all environmental Losses (including, without
limitation, costs and expenses of any Environmental Activity) of any and every kind or
character, by reason of or arising out of:



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     (i) any violation or correction of violation, including without limitation
performance of any Environmental Activity, of Environmental Laws; or




     (ii) any event, omission or condition associated with ownership or operation of the MLP
Assets (including, without limitation, the exposure to or presence of Hazardous Substances
on, under, about or migrating to or from the MLP Assets or the exposure to or Release of
Hazardous Substances arising out of operation of the MLP Assets at non-MLP Asset locations)
including, without limitation, (A) the cost and expense of any Environmental Activities and
(B) the cost and expense for any environmental or toxic tort pre-trial, trial or appellate
legal or litigation support work;




but only to the extent that such violation described in clause (i) or such events or
conditions described in clause (ii) occurred before the Closing Date.




Notwithstanding the foregoing, “Covered Environmental Losses” shall not include any costs or
expenses associated with the construction of an acid gas reinjection well at the MLP’s Waha
gas processing plant to the extent that such costs or expenses are reflected in the
maintenance or growth capital expenditures line item of the MLP’s forecasted Cash Available
for Distribution for the twelve months ending December 31, 2006 contained in the
Registration Statement.




     “Environmental Activities” shall mean any investigation, study, assessment, evaluation,
sampling, testing, monitoring, containment, removal, disposal, closure, corrective action,
remediation (regardless of whether active or passive), natural attenuation, restoration,
bioremediation, response, repair, corrective measure, cleanup or abatement that is required
or necessary under any applicable Environmental Law, including, without limitation,
institutional or engineering controls or participation in a governmental voluntary cleanup
program to conduct voluntary investigatory and remedial actions for the clean-up, removal or
remediation of Hazardous Substances that exceed actionable levels established pursuant to
Environmental Laws, or participation in a supplemental environmental project in partial or
whole mitigation of a fine or penalty; provided, however, that Environmental Activity shall
not include any project management or long-term groundwater monitoring performed at the
conclusion of or in lieu of active groundwater remediation.




     “Environmental Laws” means all federal, state, and local laws, statutes, rules,
regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental
Permits and other legally enforceable requirements and rules of common law relating to (a)
pollution or protection of the environment or natural resources including, without
limitation, the federal Comprehensive Environmental Response, Compensation and Liability
Act, the Superfund Amendments and Reauthorization Act, the Resource
Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe
Drinking Water Act, the Toxic Substances Control Act, the Oil Pollution Act of 1990, the
Hazardous Materials Transportation Act, the Marine Mammal Protection Act, the Endangered
Species Act, the National Environmental Policy Act and other environmental conservation and
protection laws, each as amended through the Closing Date, (b) any Release or threatened
Release of, or any exposure of any Person or property to, any



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Hazardous Substances and (c)
the generation, manufacture, processing, distribution, use, treatment, storage, transport or
handling of any Hazardous Substances.




     “Environmental Permit” means any permit, approval, identification number, license,
registration, consent, exemption, variance or other authorization required under or issued
pursuant to any applicable Environmental Law.




     “General Partner” means Regency GP LP, a Delaware limited partnership and the general
partner of the MLP.




     “Hazardous Substance” means (a) any substance that is designated, defined or classified
under any Environmental Law as a hazardous waste, solid waste, hazardous material,
pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that
is otherwise regulated under any Environmental Law, including, without limitation, any
hazardous substance as defined under the Comprehensive Environmental Response, Compensation
and Liability Act, as amended, (b) oil as defined in the Oil Pollution Act of 1990, as
amended, including oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel,
jet fuel and other refined petroleum hydrocarbons and petroleum products and (c) radioactive
materials, asbestos containing materials or polychlorinated biphenyls.




     “Losses” means any losses, damages, liabilities, claims, demands, causes of action,
judgments, settlements, fines, penalties, costs and expenses (including, without limitation,
court costs and reasonable attorney’s and experts’ fees) of any and every kind or character.




     “MLP” has the meaning given such term in the introduction to this Agreement.




     “MLP Agreement” means the Amended and Restated Agreement of Limited Partnership of the
MLP, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to
which reference is hereby made for all purposes of this Agreement. An amendment or
modification to the MLP Agreement subsequent to the Closing Date shall be given effect for
the purposes of this Agreement only if it has received the approval of the Conflicts
Committee that would be required, if any, pursuant to Section 3.5 hereof if such amendment
or modification were an amendment or modification of this Agreement.




     “MLP Assets” means the pipelines, processing plants or related equipment or assets, or
portions thereof, owned or leased by any member of the Partnership Group as of the Closing
Date.




     “Partnership Group” means the MLP and any Subsidiary of the MLP.




     “Party” and “Parties” have the meanings given such terms in the introduction to this
Agreement.



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     “Person” means an individual, corporation, partnership, joint venture, trust, limited
liability company, unincorporated organization or any other entity (but shall not include
any governmental agency or authority).




     “Registration Statement” has the meaning given such term in the MLP Agreement.




     “Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting,
discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching,
dumping or disposing into the environment.




     “Subsidiary” has the meaning given such term in the MLP Agreement.



ARTICLE II

Indemnification




     2.1 Environmental, Right-of-Way and Tax Indemnifications. Subject to the provisions of
Sections 2.2 and 2.3, Acquisition shall indemnify, defend and hold harmless the Partnership Group
from and against



          (a) any Covered Environmental Losses suffered or incurred by the Partnership Group relating to
the MLP Assets;




          (b) any Losses suffered or incurred by the Partnership Group by reason of or arising out of:





     (i) the failure of the Partnership Group to be the owner of valid and
indefeasible easement rights, leasehold and/or fee ownership interests in and to the
lands on which are located any MLP Assets, and such failure renders the Partnership
Group liable or unable to use or operate the MLP Assets in substantially the same
manner that the MLP Assets were used and operated by Acquisition and its
Subsidiaries (including any Person contributed to the MLP on or prior to the Closing
Date) immediately prior to the Closing Date as described in the Registration
Statement;




     (ii) the failure of the Partnership Group to have on the Closing Date any
consent or governmental permit necessary to allow any MLP Assets constituting
pipelines to cross the roads, waterways, railroads and other areas upon which any
such MLP Assets are located as of the Closing Date, and any such failure renders the
Partnership Group unable to use or operate such MLP Assets in substantially the same
manner that such MLP Assets were owned and operated by Acquisition and its
Subsidiaries (including any Person contributed to
the MLP on or prior to the Closing Date) immediately prior to the Closing Date
as described in the Registration Statement; and




          (c) any Losses suffered or incurred by the Partnership Group by reason of or arising
out of any federal, state and local income tax liabilities attributable to the



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ownership or operation of the MLP Assets prior to the Closing Date, including any
such income tax liabilities of MLP and its Subsidiaries that may result from the
consummation of the formation transactions for the Partnership Group occurring on or
prior to the Closing Date, but excluding any federal, state and local income taxes
reserved on the books of the Partnership Group as of the Closing Date.



     2.2 Limitations Regarding Indemnification.



          (a) The indemnification obligations of Acquisition set forth in Section 2.1 shall survive
until the third anniversary of the Closing Date in the case of subsection (a), until the second
anniversary of the Closing Date in the case of subsection (b) and until sixty (60) days after the
expiration of any applicable statute of limitations in the case of subsection (c); provided,
however, that any such indemnification obligation shall remain in full force and effect with
respect only to any bona fide claim made thereunder prior to any such expiration and then only for
such period as may be necessary for the resolution thereof.




          (b) The aggregate liability of Acquisition under Section 2.1(a) shall not exceed $8.6 million
(the “Cap”).




          (c) No claims may be made against Acquisition for indemnification pursuant to Section 2.1
unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group
exceed $250,000, after such time Acquisition shall be liable for the full amount of such claims,
subject to the limitations of subsection (b) of this Section 2.2.




          (d) Notwithstanding anything herein to the contrary, in no event shall Acquisition have any
indemnification obligations under this Agreement for claims made as a result of additions to or
modifications of Environmental Laws promulgated after the Closing Date.




     2.3 Indemnification Procedures.



          (a) The MLP agrees that within a reasonable period of time after it shall become aware of
facts giving rise to a claim for indemnification pursuant to this Article II, it will provide
notice thereof in writing to Acquisition specifying the nature of and specific basis for such
claim; provided, however, that the MLP shall not submit claims more frequently than once a calendar
quarter (or twice in the case of the last calendar quarter prior to the expiration of the
applicable indemnity coverage under this Agreement).




          (b) Acquisition shall have the right to control all aspects of the defense of (and any
counterclaims with respect to) any claims brought against the MLP that are covered by the
indemnification set forth in this Article II, including, without limitation, the selection of
counsel (provided that if such claim involves Covered Environmental Losses, such counsel shall
be reasonably acceptable to the MLP), determination of whether to appeal any decision of any court
and the settling of any such matter or any issues relating thereto; provided, however, that no such
settlement shall be entered into without the consent (which consent shall not be




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unreasonably
withheld, conditioned or delayed) of the MLP unless it includes a full release of the Partnership
Group from such matter or issues, as the case may be.




          (c) The MLP agrees to cooperate fully with Acquisition with respect to all aspects of the
defense of any claims covered by the indemnification set forth in Article II, including, without
limitation, the prompt furnishing to Acquisition of any correspondence or other notice relating
thereto that the Partnership Group may receive, permitting the names of the Partnership Group to be
utilized in connection with such defense, the making available to Acquisition of any files, records
or other information of the Partnership Group that Acquisition considers relevant to such defense
and the making available to Acquisition of any employees of the Partnership Group; provided,
however, that in connection therewith Acquisition agrees to use reasonable efforts to minimize the
impact thereof on the operations of the Partnership Group and further agrees to maintain the
confidentiality of all files, records and other information furnished by the MLP pursuant to this
Section 2.4. In no event shall the obligation of the MLP to cooperate with Acquisition as set forth
in the immediately preceding sentence be construed as imposing upon the MLP an obligation to hire
and pay for counsel in connection with the defense of any claims covered by the indemnification set
forth in this Article II; provided, however, that the MLP may, at its own option, cost and expense,
hire and pay for counsel in connection with any such defense. Acquisition agrees to keep any such
counsel hired by the MLP reasonably informed as to the status of any such defense, but Acquisition
shall have the right to retain sole control over such defense.




          (d) In determining the amount of any Loss for which the MLP is entitled to indemnification
under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance
proceeds realized by the Partnership Group, and such correlative insurance benefit shall be net of
any incremental insurance premium that becomes due and payable by the Partnership Group as a result
of such claim and (ii) all amounts recovered by the Partnership Group under contractual indemnities
from third Persons. The MLP hereby agrees to use commercially reasonable efforts to realize any
applicable insurance proceeds or amounts recoverable under such contractual indemnities. To the
extent that Acquisition has made an indemnification payment hereunder in respect of a claim for
which the MLP has asserted a related claim for insurance proceeds or under a contractual indemnity,
Acquisition shall be subrogated to the rights of the MLP to receive the proceeds of such insurance
or contractual indemnity.




ARTICLE III

Miscellaneous




     3.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed
by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might
refer the construction or interpretation
of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction
of the state and federal courts in the State of Texas and to venue in Texas.



     3.2 Notice. All notices, requests or consents provided for or permitted to be given pursuant
to this Agreement must be in writing and must be given by depositing same in the United States
mail, addressed to the Person to be notified, postpaid, and registered or certified



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with return
receipt requested or by delivering such notice in person or by telecopier or telegram to such
Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice
given by telegram or telecopier shall be effective upon actual receipt if received during the
recipient’s normal business hours, or at the beginning of the recipient’s next business day after
receipt if not received during the recipient’s normal business hours. All notices to be sent to a
Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such
other address as such Party may stipulate to the other Parties in the manner provided in this
Section 3.2.



For notices to Acquisition:



c/o Hicks, Muse, Tate & Furst Incorporated

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Phone: (214) 740-7235

Fax: (214) 720-7888


Attention: Jason H. Downie



For notices to the MLP:



1700 Pacific, Suite 2900

Dallas, Texas 75201

Phone: (214) 750-1771

Fax: (214) 750-1749

Attention: Chief Legal Officer




     3.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating
to the matters contained herein, superseding all prior contracts or agreements, whether oral or
written, relating to the matters contained herein.



     3.4 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party of or
to any breach or default by any Person in the performance by such Person of its obligations
hereunder shall be deemed or construed to be a consent or waiver of or to any other breach or
default in the performance by such Person of the same or any other obligations of such Person
hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any
Person in default, irrespective of
how long such failure continues, shall not constitute a waiver by such Party of its rights
hereunder until the applicable statute of limitations period has run.



     3.5 Amendment or Modification. This Agreement may be amended or modified from time to time
only by the written agreement of the Parties; provided, however, that the MLP may not, without the
prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement
that, in the reasonable discretion of the General Partner, would have a material adverse effect on
the holders of Common Units. Each such instrument shall be reduced to writing and shall be
designated on its face an “Amendment” or an “Addendum” to this Agreement.



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     3.6 Assignment; Third Party Beneficiaries. Neither Party shall have the right to assign its
rights or obligations under this Agreement without the prior written consent of the other Party.
The provisions of this Agreement are enforceable solely by the Parties (including any permitted
assignee), but no limited partner or member of Acquisition or the MLP or other Person shall have
the right, separate and apart from the Parties hereto, to enforce any provision of this Agreement
or to compel any Party to comply with the terms of this Agreement.



     3.7 Counterparts. This Agreement may be executed in any number of counterparts with the same
effect as if all signatory Parties had signed the same document. All counterparts shall be
construed together and shall constitute one and the same instrument.



     3.8 Severability. If any provision of this Agreement or the application thereof to any Person
or circumstance shall be held invalid or unenforceable to any extent, the remainder of this
Agreement and the application of such provision to other Persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.



     3.9 Further Assurances. In connection with this Agreement and all transactions contemplated by
this Agreement, each Party agrees to execute and deliver such additional documents and instruments
and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and
perform all of the terms, provisions and conditions of this Agreement and all such transactions.



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     IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the
Closing Date.



	 	 	 	 	 	 	 
	 	 	REGENCY ACQUISITION, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	                    , its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	REGENCY PARTNERS LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	REGENCY GP LP, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	REGENCY GP LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: