exv10w1






Exhibit 10.1




Execution Version




ASSIGNMENT AND ASSUMPTION AGREEMENT




     This Assignment and Assumption Agreement (this “Agreement”) is made effective as of April 30,
2010 (the “Effective Date”), between EFS Haynesville, LLC, a Delaware limited liability company
(“Assignor”), and Regency Haynesville Intrastate Gas LLC, a Delaware limited liability company
(“Assignee”). Assignor and Assignee are referred to in this Agreement individually as a “Party”
and collectively as the “Parties”.



RECITALS




     WHEREAS, each of Assignor and Assignee are general partners of RIGS Haynesville Partnership
Co., a Delaware general partnership (the “Partnership”), and are parties to that certain Second
Amended and Restated General Partnership Agreement of the Partnership dated as of December 18,
2009, as amended (the “Partnership Agreement”); and



     WHEREAS, Assignor desires to sell and transfer to Assignee, and Assignee desires to purchase
from Assignor, 76,989 GP Units owned by Assignor (such 76,989 GP Units, the “Purchased Units”) in
accordance with the terms and conditions of this Agreement.



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties agree as follows:




	1.	 	Defined Terms. Capitalized terms used but not defined in this Agreement shall have
the meanings given to such terms in the Partnership Agreement.






	2.	 	Assignment. Assignor hereby transfers, assigns, conveys and delivers to Assignee,
effective as of the time Assignor actually receives the Purchase Price in accordance with
Section 4 below, all of Assignor’s right, title and interest in and to the Purchased Units.
After taking into account such assignment of the Purchased Units to Assignee, Assignor retains
and owns 151 GP Units (the “Retained Units”).






	3.	 	Assumption. Assignee hereby agrees to assume and fully perform (and protect, defend
and indemnify Assignor from and against) all obligations and liabilities arising out of or
related to the Purchased Units under the Partnership Agreement on and after the Effective
Date.






	4.	 	Purchase Price. Simultaneously with the execution and delivery of this Agreement,
Assignee shall pay to Assignor an amount equal to $92,086,857 (the “Purchase Price”) in
exchange for the Purchased Units. The Purchase Price shall be paid to Assignor in immediately
available funds by check or pursuant to the wire instructions set forth on Exhibit A
attached hereto.






	5.	 	GP Unit Certificates. Promptly following the execution and delivery of this
Agreement and Assignor’s receipt of the Purchase Price in accordance with Section 4, each
Party shall instruct the Partnership to (a) issue to Assignee a GP Unit certificate evidencing
Assignee as the holder of the Purchased Units and (b) issue to Assignor a new GP Unit
certificate evidencing Assignor as the holder of the Retained Units. Assignor agrees to
surrender to the Partnership the GP Unit certificate it currently holds against delivery to




 









 






	 	 	Assignor of a GP Unit certificate (issued to and in the name of Assignor and representing
the Retained Units) properly executed and delivered by the Partnership.






	6.	 	Representations and Warranties.






	 	(a)	 	Representations and Warranties of Each Party. Each Party hereby represents and
warrants to other Party as follows as of the Effective Date:






	 	(i)	 	Organization; Existence and Good Standing. Such Party is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite power and
authority to own, lease and operate the properties and assets it currently
owns, leases and operates and to carry on its business as such business is
currently conducted.
	 
	 	(ii)	 	Authority; Enforceability. Such Party has the full limited
liability company power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by such Party and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by such Party and no
other limited liability company proceedings on the part of such Party are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement is duly executed and delivered by such
Party and, assuming the due authorization, execution and delivery by the other
Party, this Agreement is the valid and binding agreement of such Party, and is
enforceable against such Party in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar Laws relating to or affecting
creditors’ rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
	 
	 	(iii)	 	No Violation; Consents and Approvals. The execution, delivery
and performance of this Agreement by such Party and the consummation by such
Party of the transactions contemplated hereby do not (A) conflict with or
violate any organizational document of such Party; (B) constitute a default (or
an event that with notice or lapse of time or both would give rise to a
default) under, or give rise to any right of termination, cancellation,
amendment or acceleration (with or without notice, lapse of time or both) under
any of the terms, conditions or provisions of any contract, note, bond,
mortgage, indenture, license, agreement or other instrument or obligation to
which such Party is a party or by which any of its assets is bound, except to
the extent that such default, termination, amendment, acceleration or
cancellation right would not reasonably be expected to have a material adverse
effect on the ability of such Party to perform its obligations under this
Agreement; or (iii) violate or breach any




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	 	 	 	Law applicable to such Party. No declaration, filing or registration with,
or notice to, or authorization, consent or approval of, any Governmental
Authority is necessary for the consummation by such Party of the
transactions contemplated by this Agreement.
	 
	 	(iv)	 	HSR. Such Party is not required to make any filing under the
HSR Act in connection with the transactions contemplated by this Agreement.






	 	(b)	 	Additional Representations and Warranties of Assignor. Assignor hereby
represents and warrants to Assignee that, as of immediately prior to the execution and
delivery of this Agreement, (i) Assignor owned the Purchased Units, free and clear of
any liens or encumbrances arising by, through or under Assignor but not otherwise,
except (A) any liens or encumbrances imposed or created under the Partnership Agreement
and (B) any restrictions under any applicable Law (including any applicable securities
Law), and (ii) except as set forth in the Partnership Agreement, Assignor is not party
to any (A) option, warrant, purchase right or other contract or commitment (other than
this Agreement) that would require Assignor to sell, transfer or otherwise dispose of
the Purchased Units, or (B) any voting trust, proxy or other agreement or understanding
with respect to the voting of the Purchased Units.
	 
	 	(c)	 	Additional Representations and Warranties of Assignee. Without limiting the
generality of any other representation or warranty of Assignee set forth in this
Agreement, Assignee hereby represents and warrants to Assignor that (i) this Agreement
and the transactions contemplated hereby have been duly and validly approved by the
conflicts committee (composed of independent directors) of Regency Energy Partners LP,
and (ii) Assignee is capable of fully evaluating (including as a result of an affiliate
of Assignee serving as operator of the Partnership’s business and assets) and Assignee
has fully evaluated the business, assets, operations and liabilities of the Partnership
in connection with Assignee’s election to purchase the Purchased Units hereunder and
Assignee has not in any respect relied on Assignor, directly or indirectly, in
connection with such evaluation and election by Assignee.






	7.	 	Disclaimer of Additional Representations and Warranties. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, ASSIGNEE ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES OF ASSIGNOR SET FORTH IN SECTION 6, (a) ASSIGNEE IS
ACQUIRING THE PURCHASED UNITS “AS IS, WHERE IS, WITH ALL FAULTS” AND (b) ASSIGNOR EXPRESSLY
DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO
THE CONDITION, VALUE OR QUALITY OF THE PURCHASED UNITS AND THE ASSETS OR THE PROSPECTS
(FINANCIAL OR OTHERWISE), RISKS AND OTHER INCIDENTS OF THE PARTNERSHIP.




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	8.	 	Partnership Agreement Matters.






	 	(a)	 	To the extent required under the Partnership Agreement, Assignee hereby agrees
to execute and deliver to Assignor an Adoption Agreement promptly upon request by
Assignor or the Partnership.
	 
	 	(b)	 	Each Party hereby acknowledges and agrees that the Partnership, with the
approval of the Management Committee, has waived the requirement set forth in Section
6(b) of Exhibit D of the Partnership Agreement with respect to the transfer of the
Purchased Units pursuant to this Agreement.
	 
	 	(c)	 	Promptly following the execution and delivery of this Agreement, the Parties
shall cause the Management Committee to amend Schedule 1 to the Partnership Agreement
to reflect the transfer of the Purchased Units to Assignee pursuant to this Agreement
and the retention by Assignor of the Retained Units.
	 
	 	(d)	 	After the Effective Date, from or with respect to the proceeds of any
distributions received or receivable by Assignee from the Partnership pursuant to
Section 6.1 of the Partnership Agreement, Assignee shall promptly pay (or shall cause
the Partnership to distribute) to Assignor the portion of such distributions
attributable to the Purchased Units until Assignor has received hereunder an aggregate
amount equal to Assignee’s pro-rata share of the Available Cash attributable to the
Purchased Units as of the end of the calendar quarter which includes the Effective Date
(which pro-rata share shall be based on the ratio of (i) the total number of days
commencing on the first date of such calendar quarter and ending on the Effective Date
to (ii) the total number of days in such calendar quarter); provided, that for such
purposes Available Cash shall be determined by reference to the lesser of (x) the
reserves proposed by Assignee and Assignor in good faith to the Management Committee in
the determination of Available Cash as of the end of such calendar quarter, or (y) the
reserves determined by the Management Committee to be applicable in the determination
of Available Cash as of the end of such calendar quarter.






	9.	 	Miscellaneous.






	 	(a)	 	Binding Effect. This Agreement will be binding upon, and will inure to the
benefit of, the Parties and their respective successors, permitted assigns and legal
representatives.
	 
	 	(b)	 	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.
	 
	 	(c)	 	Applicable Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE
OR




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	 	 	 	PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO
THE LAW OF ANOTHER JURISDICTION. A PARTY MAY BRING AN ACTION ARISING UNDER OR
RELATING TO THIS AGREEMENT, IF AT ALL, ONLY IN A FEDERAL OR STATE COURT OF COMPETENT
JURISDICTION IN WILMINGTON, DELAWARE. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON-CONVENIENCE, WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE BRINGING OF SUCH ACTION OR PROCEEDING IN ANY SUCH RESPECTIVE JURISDICTION.
	 
	 	(d)	 	Severability. If any provision of this Agreement or the application of any
such provision to any Person or circumstance shall be declared by any court of
competent jurisdiction to be invalid, illegal, void or unenforceable in any respect,
all other provisions of this Agreement, or the application of such provision to Persons
or circumstances other than those as to which it has been held invalid, illegal, void
or unenforceable, shall nevertheless remain in full force and effect and will in no way
be affected, impaired or invalidated thereby. Upon such determination that any
provision, or the application of any such provision, is invalid, illegal, void or
unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the Parties as closely as possible to the fullest
extent permitted by applicable Law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the greatest extent possible.
	 
	 	(e)	 	Amendment or Modification. This Agreement may be amended, modified or
supplemented from time to time only by a written agreement executed by both Parties.
	 
	 	(f)	 	Assignment. No Party shall have the right to assign its obligations under this
Agreement without the prior written consent of the other Party.
	 
	 	(g)	 	Counterparts. This Agreement may be executed in any number of counterparts
with the same effect as if both Parties had signed the same document. All counterparts
shall be construed together and shall constitute one and the same instrument.
Execution and delivery of this Agreement by exchange of facsimile or other
electronically transmitted counterparts bearing the signature of a Party shall be
equally as effective as delivery of a manually executed counterpart by such Party.
	 
	 	(h)	 	No Recourse. For the avoidance of doubt, the provisions of this Agreement
shall not give rise to any right of recourse against any directors, members, managers,
stockholders, owners, officers, partners, employees, agents, consultants, attorneys or
representatives of any Party.




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	 	(i)	 	Entire Agreement; Supersedure. This Agreement supersedes all previous
understandings or agreements between the Parties, whether oral or written, with respect
to the subject matter hereof other than the Partnership Agreement. This Agreement
contains the entire understanding of the Parties with respect to the subject matter
hereof. 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 after the
Effective Date.
	 
	 	(j)	 	Further Assurances. In connection with this Agreement and the transactions
contemplated hereby, each Party shall execute and deliver any additional documents and
instruments and perform any additional acts that may be necessary or appropriate to
effectuate and perform the provisions of this Agreement and those transactions.
	 
	 	(k)	 	Reliance on Counsel. Each Party agrees that it has been represented by
independent counsel of its choice during the negotiation and execution of this
Agreement, and that it has executed the same upon the advice of such independent
counsel. Each Party and its counsel cooperated in the drafting and preparation of this
Agreement and the documents referred to herein, and any and all drafts relating thereto
shall be deemed the work product of the Parties and may not be construed against any
Party by reason of its preparation. Therefore, the Parties waive the application of
any law, regulation, holding or rule of construction providing that ambiguities in an
agreement or other document will be construed against the Party drafting such agreement
or document.
	 
	 	(l)	 	Headings; References; Interpretation. In this Agreement, unless a clear
contrary intention appears (i) the singular includes the plural and vice versa; (ii)
reference to a Person includes such Person’s successors and assigns but, in the case of
a Party, only if such successors and assigns are permitted by this Agreement, and
reference to a Person in a particular capacity excludes such Person in any other
capacity; (iii) reference to any agreement (including this Agreement), document or
instrument means such agreement, document, or instrument as amended or modified and in
effect from time to time in accordance with the terms thereof and, if applicable, the
terms of this Agreement; (iv) reference to any Section means such Section of this
Agreement; (v) “hereunder”, “hereof”, “hereto” and words of similar import are
references to this Agreement as a whole and not to any particular provision hereof;
(vi) the word “or” is not exclusive, and the word “including” (in its various forms)
means including without limitation and (vii) all references to money refer to the
lawful currency of the United States. Section titles and headings in this Agreement
are inserted for convenience of reference only and are not intended to be a part of, or
to affect the meaning or interpretation of, this Agreement.





[Signature Page Follows]




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     IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to be duly executed as of
the Effective Date.


ASSIGNOR:



EFS HAYNESVILLE, LLC



By: EFS Equity Holdings, LLC, its Managing Member



By: Aircraft Services Corporation, its Managing Member



By:
/s/ Mark T. Mellana


Name: Mark T. Mellana

Title: Vice President



ASSIGNEE:



REGENCY HAYNESVILLE INTRASTATE GAS LLC



By: Regency Gas Services LP, its sole member



By: Regency OLP GP LLC, its general partner



By: /s/ Byron R. Kelley

Name: Byron R. Kelley

Title: Chairman, President and Chief Executive Officer