exv10w2






Exhibit 10.2




Execution Version




SERVICES AGREEMENT




between



ETE SERVICES COMPANY, LLC,



ENERGY TRANSFER EQUITY, L.P.



and



REGENCY ENERGY PARTNERS LP



 









 





CONTENTS




	 	 	 
	Clause	 	Page
	ARTICLE I DEFINITIONS
	 	1
	ARTICLE II SERVICES
	 	6
	Section 2.1 Scope of G&A Services
	 	6
	Section 2.2 Fees for Provision of G&A Services
	 	6
	Section 2.3 Subcontracting of Services
	 	7
	Section 2.4 Standard of Care
	 	7
	Section 2.5 Guaranty of Performance
	 	7
	ARTICLE III INVOICES AND PAYMENT TERMS
	 	7
	Section 3.1 Invoices
	 	7
	Section 3.2 Payment Terms
	 	7
	ARTICLE IV TERM AND TERMINATION
	 	8
	Section 4.1 Term
	 	8
	Section 4.2 Termination upon Change of Control
	 	8
	Section 4.3 Termination for Default
	 	8
	Section 4.4 Termination for Failure to Realize Cost Savings
	 	8
	Section 4.5 Transition Services
	 	9
	Section 4.6 Effect of Termination
	 	9
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	9
	Section 5.1 Representations and Warranties of Services Co and ETE
	 	9
	Section 5.2 Representations and Warranties of Regency
	 	9
	ARTICLE VI RELATIONSHIP OF THE PARTIES
	 	10
	ARTICLE VII AUDIT
	 	10
	ARTICLE VIII LIMITATIONS OF LIABILITY
	 	10
	ARTICLE IX INDEMNIFICATION
	 	11
	Section 9.1 Indemnification by Services Co and ETE
	 	11
	Section 9.2 Indemnification by Regency
	 	11
	Section 9.3 Indemnification Procedures
	 	11
	Section 9.4 Express Negligence
	 	12
	ARTICLE X DEFAULT; REMEDIES
	 	13
	Section 10.1 Events of Default
	 	13
	Section 10.2 Remedies
	 	13
	ARTICLE XI FORCE MAJEURE
	 	14
	Section 11.1 Excused Performance
	 	14
	Section 11.2 No Preclusion
	 	14
	Section 11.3 Limitations on Effect of Force Majeure
	 	14
	ARTICLE XII INFORMATION; COMPLIANCE
	 	14






 









 






CONTENTS




	 	 	 
	Clause	 	Page
	Section 12.1 Confidentiality
	 	14
	Section 12.2 Compliance
	 	15
	ARTICLE XIII NOTICES
	 	15
	ARTICLE XIV MISCELLANEOUS
	 	15
	Section 14.1 Action by Regency Conflicts Committee
	 	15
	Section 14.2 No Waiver
	 	16
	Section 14.3 Amendment
	 	16
	Section 14.4 Severability
	 	16
	Section 14.5 Assignment
	 	16
	Section 14.6 Further Assurances
	 	16
	Section 14.7 Counterparts
	 	16
	Section 14.8 Construction
	 	16
	Section 14.9 Entire Agreement
	 	16
	Section 14.10 Governing Law
	 	17
	Section 14.11 Consent to Jurisdiction
	 	17
	Section 14.12 Waiver of Jury Trial
	 	17
	Section 14.13 Facsimiles; Counterparts
	 	17






 









 






SERVICES AGREEMENT




     This Services Agreement (this “Agreement”) is effective as of May 26, 2010 (“Effective Date”)
by and among ETE Services Company, LLC, a Delaware limited liability company (“Services Co”),
Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE”), and Regency Energy Partners
LP, a Delaware limited partnership (“Regency”). Services Co and ETE on the one hand, and Regency on
the other hand, are sometimes referred to in this Agreement each as a “Party” and collectively as
the “Parties.”



     WHEREAS, Regency GP LP, a Delaware limited partnership and the general partner of Regency
(“Regency GP LP”), and Regency GP LLC, a Delaware limited liability company and the general partner
of Regency GP LP (“Regency GP LLC”), currently manage the business and affairs of Regency and its
Subsidiaries (collectively with Regency GP LP and Regency GP LLC, the “Regency Group”);



     WHEREAS, Services Co is a direct or indirect wholly owned subsidiary of ETE;



     WHEREAS, Regency, Regency Midcontinent Express LLC and ETE have entered into a Contribution
Agreement dated as of May 10, 2010 (the “Contribution Agreement”);



     WHEREAS, the Contribution Agreement provides that the execution and delivery of this Agreement
is a condition to the closing of the transactions contemplated by the Contribution Agreement; and



     WHEREAS, subject to the terms and conditions contained in this Agreement, Regency desires to
retain Services Co to provide, and Services Co desires to provide to Regency, certain services
necessary to manage the operations of the business of the Regency Group.



     NOW, THEREFORE, in consideration of the representations, warranties, agreements and covenants
contained in this Agreement, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties undertake and agree as follows:



ARTICLE I

DEFINITIONS




     As used in this Agreement, capitalized terms have the meanings set forth below:



     “Applicable Rate” means a per annum rate of interest equal to the lower of 7.5% and the
maximum rate of interest permitted by Law.



     “Affiliate” means a Person that directly, or indirectly through one or more intermediaries,
Controls, or is Controlled by, or is under common Control with, a specified Person.



     “Agreement” is defined in the preamble to this Agreement.



     “Applicable Savings” means, for any one-year period described in Section 4.4 hereof,
the following amounts of cost savings for such one-year period:



 









 






	 	•	 	For the year ended on the second anniversary date of this Agreement, $3,000,000;
	 
	 	•	 	For the year ended on the third anniversary date of this Agreement, $4,000,000;
and
	 
	 	•	 	For the year ended on the fourth anniversary date of this Agreement, and for
each year thereafter, $5,000,000.





     “Bankruptcy Laws” means any laws, rules or regulations pertaining to bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution, liquidation, creditors’ rights or
similar matters now or hereafter in effect.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in the State of Texas are authorized or obligated to be closed by applicable Laws.



     “Change of Control” means, and shall be deemed to have occurred upon one or more of the
following events:




	 	a.	 	With respect to Regency,






	 	i.	 	any “person” or “group” within the meaning of those
terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other
than ETE or members of the ETE Group or any Exempt Person, shall become
the beneficial owner, by way of merger, consolidation, recapitalization,
reorganization or otherwise, of fifty percent (50%) or more of the voting
power of the voting securities of the Regency GP LLC, Regency GP LP or
Regency;
	 
	 	ii.	 	the equity owners of Regency GP LLC or the limited
partners of Regency GP LP or Regency approve, in one or a series of
transactions, a plan of complete liquidation of (1) Regency GP LLC or
Regency GP LP, unless in either case ETE, any member of the ETE Group or
any Exempt Person continues to Control Regency or (2) Regency;
	 
	 	iii.	 	the sale or other disposition by Regency GP LLC or
Regency GP LP (unless in either case ETE, any member of the ETE Group or
any Exempt Person continues to Control Regency) or by Regency of all or
substantially all of its assets in one or more transactions to any Person
other than a legal entity wholly owned by one or more of the Regency GP
LLC, Regency GP LP and Regency.






	 	b.	 	With respect to ETE,






	 	i.	 	any “person” or “group” within the meaning of those
terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act other
than an Exempt Person shall become the beneficial owner, by way of
merger, consolidation, recapitalization, reorganization or otherwise, of
fifty




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	 	 	 	 percent (50%) or more of the voting power of the voting securities
of LE GP LLC or ETE;
	 
	 	ii. 	 	the equity owners of LE GP LLC or the limited
partners of ETE approve, in one or a series of transactions, a plan of
complete liquidation of (1) LE GP LLC, unless any member of the ETE Group
or any Exempt Person continues to Control ETE or (2) ETE; or
	 
	 	iii.	 	the sale or other disposition by LE GP LLC (unless
any member of the ETE Group or any Exempt Person continues to Control
ETE) or by ETE of all or substantially all of its assets in one or more
transactions to any Person other than a legal entity wholly owned by one
or more of LE GP LLC or ETE.






	 	c.	 	With respect to Services Co,






	 	i.	 	any “person” or “group” within the meaning of those
terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other
than ETE, members of the ETE Group or an Exempt Person, shall become the
beneficial owner, by way of merger, consolidation, recapitalization,
reorganization or otherwise, of fifty percent (50%) or more of the voting
power of the voting securities of Services Co;
	 
	 	ii.	 	the equity owners of Services Co approve, in one or
a series of transactions, a plan of complete liquidation of Services Co,
unless ETE or any Affiliate of ETE is the recipient of all assets of
Services Co distributed upon such liquidation; or
	 
	 	iii.	 	the sale or other disposition by Services Co of all
or substantially all of its assets in one or more transactions to any
Person other than a legal entity wholly owned by one or more members of
the ETE Group.





     “Confidential Information” means, with respect to any member of the Regency Group, any
information regarding a member of the Regency Group’s commercial projects, natural gas commercial
contracts or positions, natural gas liquids commercial contracts or positions, trading positions,
commercial or trading strategies, hedging strategies, and counterparties; and with respect to any
member of the ETE Group, any information regarding the ETE Group’s natural gas positions, natural
gas liquids positions, trading positions, trading strategies, hedging strategies, and
counterparties.



     “Contribution Agreement” is defined in the recitals to this Agreement.



     “Control” means, where used with respect to any Person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through ownership of Voting Interests, by contract or otherwise.



     “Damages” is defined in Section 9.1.



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     “Defaulting Party” is defined in Section 10.1.



     “Direct Expenses” means, with respect to any given G&A Service, the direct expenses and
expenditures that Services Co and its Affiliates (other than any member of the Regency Group) incur
or payments they make on behalf of the Regency Group for such G&A Service, including, but not
limited to, salaries of personnel performing services on the Regency Group’s behalf, the cost of
employee benefits for such personnel and general and administrative expense associated with such
personnel, in each case to the extent (but only to the extent) such personnel perform services for
the Regency Group.



     “Effective Date” is defined in the preamble to this Agreement.



     “ETE” is defined in the preamble to this Agreement.



     “ETE Group” means ETE and its Subsidiaries, other than the Regency Group.



     “ETP” means Energy Transfer Partners, L.P., a Delaware limited partnership.



     “Event of Default” is defined in Section 10.1.



     “Exempt Person” means any of (i) Kelcy L. Warren, Ray C. Davis, the heirs at law of such
individuals or Dan Duncan, entities or trusts owned by or established for the benefit of such
individuals or their respective heirs at law (such as entities or trusts established for estate
planning purposes), (ii) Enterprise GP Holdings L.P. or EPE Holdings, LLC, (iii) LE GP, LLC and
(iv) any Person that Controls, is Controlled by or is under common Control with any Person named in
clause (i), (ii) or (iii).



     “Extension” is defined in Section 4.1.



     “Force Majeure” means any event that occurs after the Effective Date that is beyond the
reasonable control of and without the fault or negligence of the affected Party that causes the
affected Party to be unable to perform its obligations under this Agreement, and which by the
exercise of due foresight such affected Party could not reasonably have been expected to avoid and
which such affected Party is unable to overcome by the exercise of due diligence and reasonable
care, and, provided that the affected Party complies with the provisions set forth in Article
XI hereof, shall include any of the following but only to the extent that each satisfies the
above requirements: acts of God (e.g., earthquakes, hurricanes, flood, lightning, storms, fire, pestilence or other natural catastrophes); epidemics, wars, riots, civil disturbances,
sabotage or other civil disobedience; strikes or other labor disputes; or action or inaction of
legislative, judicial or other governmental bodies that render illegal actions in accordance with
this Agreement. Notwithstanding the foregoing, “Force Majeure” excludes lack of a market,
unfavorable market conditions and economic hardship.



     “G&A Services” is defined in Section 2.1.



     “Governmental Authority” means any executive, legislative, judicial, regulatory or
administrative agency, body, commission, department, board, court, tribunal, arbitrating body or



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authority of the United States or any foreign country, or any state, local or other governmental
subdivision thereof.




     “Indemnified Party” is defined in Section 9.3.



     “Indemnifying Party” is defined in Section 9.3.



     “Initial Term” is defined in Section 4.1.



     “Law” means any law, statute, code, ordinance, order, rule, rule of common law, regulation,
judgment, decree, injunction, franchise, permit, certificate, license or authorization of any
Governmental Authority.



     “LE GP LLC” means LE GP, LLC, a Delaware limited liability company and the general partner of
ETE.



     “Non-Defaulting Party” is defined in Section 10.1(a).



     “Notice” means a communication from one Party to the other Party conforming to the
requirements of Article XIII.



     “Organizational Documents” means, with respect to any Person, the articles of incorporation,
certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws,
limited liability company agreement, operating agreement, partnership agreement, stockholders’
agreement and all other similar documents, instruments or certificates executed, adopted or filed
in connection with the creation, formation or organization of such Person, including any amendments
thereto.



     “Party” and “Parties” are defined in the preamble to this Agreement.



     “Person” means any natural person, corporation, limited partnership, general partnership,
limited liability company, joint stock company, joint venture, association, company, estate, trust,
bank trust company, land trust, business trust, or other organization, whether or not a legal
entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity
and any Governmental Authority.



     “Prudent Industry Practices” means, at a particular time, any of the practices, methods and
acts which, in the exercise of reasonable judgment based upon the circumstances existing, and the
information available, at such time, is reasonably expected to result in the proper operation and
management of Regency and shall include the practices, methods and acts engaged in or approved by a
significant portion of, or otherwise commonly used in, the industry at such time with respect to
companies of the same or similar size and types of businesses conducted as Regency. Prudent
Industry Practices are not intended to be limited to optimum practices, methods or acts, to the
exclusion of all others, but rather is a spectrum of possible practices, methods and acts which
could have been expected to accomplish the desired result at a commercially reasonable cost and
consistent with reliability, safety, timeliness and all applicable Laws, as applicable. Prudent
Industry Practices are intended to entail the same standards as the



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Parties would, in the commercially reasonable prudent management of their own properties, use from time to time.




     “Regency” is defined in the preamble to this Agreement.



     “Regency GP LLC” is defined in the recitals to this Agreement.



     “Regency GP LP” is defined in the recitals to this Agreement.



     “Regency Group” is defined in the recitals to this Agreement.



     “Regency Released Parties” is defined in Section 8(a).



     “Service Fee” means, for the Initial Term and any Extension, $833,333.33 per calendar month,
as such amount may be adjusted from time to time pursuant to Section 2.3, prorated for any
partial calendar month.



     “Services Co” is defined in the preamble to this Agreement.



     “Services Co Group” is defined in Section 2.3.



     “Services Co Released Parties” is defined in Section 8(a).



     “Subsidiary” means, with respect to any Person, any corporation, limited liability company,
partnership, association or other business entity of which a majority of the Voting Interests are
at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof.



     “Third Party” means a Person other than a Party or an Affiliate of a Party.



     “Voting Interests” of any Person as of any date means the equity interests of such Person
pursuant to which the holders thereof have the general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers, general partners or trustees of such
Person (regardless of whether, at the time, equity interests of any other class or classes shall
have, or might have, voting power by reason of the occurrence of any contingency) or, with respect to a partnership (whether general or limited), any general partner interest
in such partnership.



ARTICLE II


SERVICES



     Section 2.1 Scope of G&A Services. Services Co will provide (whether directly or by
subcontracting with another Person to provide pursuant to Section 2.3) to the Regency Group
certain general and administrative services as mutually agreed upon by the Parties from time to
time (“G&A Services”).



     Section 2.2 Fees for Provision of G&A Services. In full consideration for the
provision of the G&A Services, Regency will pay, each calendar month commencing on the



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Effective Date, to Services Co an amount equal to the sum of (a) the Service Fee plus (b) amounts
constituting reimbursement for Direct Expenses, if any, incurred during the preceding month.




     Section 2.3 Subcontracting of Services. At its election, Services Co may cause one or
more of its Affiliates, other than the Regency Group, or third party contractors to provide such
G&A Services (such Affiliates and third party contractors, together with Services Co and its
employees, representatives and agents, the “Services Co Group”); provided, however, Services Co
shall remain responsible for (i) the provision of such G&A Services in accordance with this
Agreement and (ii) the compliance by Services Co Group with the terms of this Agreement, including
Article XI hereof.



     Section 2.4 Standard of Care. The G&A Services will be provided by the Services Co
Group in accordance with Prudent Industry Practices and shall be substantially equivalent in
quality to the services provided by Services Co or the ETE Group in connection with the operation
and management of ETP and its Subsidiaries. Without limiting the standard of care set forth in the
preceding sentence, Services Co shall use reasonable efforts to cause the G&A Services to be
performed in compliance with all applicable Laws in all material respects.



     Section 2.5 Guaranty of Performance. ETE absolutely, irrevocably and unconditionally
guarantees to Regency the full, punctual and prompt performance by Services Co of the G&A Services
and any other obligations of Services Co under and in accordance with the terms of this Agreement.
The obligation of ETE under this Section 2.5 is primary and independent of Services Co’s
obligations under this Agreement and may be enforced directly against ETE independently of and
without proceeding against Services Co or exhausting or pursuing any remedy against Services Co or
any other Person.



ARTICLE III

INVOICES AND PAYMENT TERMS




     Section 3.1 Invoices.



          (a) As soon as practicable after the end of each month, Services Co will provide Regency with
an invoice stating the payment obligations incurred pursuant to Article IIduring the
preceding month and, upon request by Regency, provide reasonable detail supporting the calculations
for such payment obligations.




          (b) All invoices provided to Regency pursuant to Section 3.1(a) shall be due and
payable ten (10) days from the date of the applicable invoice. Charges not paid when due shall
bear interest at the Applicable Rate from the due date until the date they are paid.




     Section 3.2 Payment Terms.



          (a) Regency will have the right to withhold payment of any Direct Expenses disputed in good
faith. Regency and Services Co will diligently work to resolved disputed amounts as soon as
reasonably possible.





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          (b) All payments shall be made by wire transfer of immediately available funds, to an
account designated by Services Co from time to time, no later than 2:00 p.m. (New York time) on the
due date.




          (c) In the event Regency fails to make any payment when due, interest shall accrue on any
unpaid amount at the Applicable Rate calculated from the date due until the date paid. In the event
an amount charged by Services Co and paid by Regency is later found to be more than the amount
actually due, Services Co shall refund the overpayment, together with interest at the Applicable
Rate calculated from the date of payment until the date of refund.




ARTICLE IV

TERM AND TERMINATION




     Section 4.1 Term. The initial term of this Agreement will be for a period of five (5)
years, commencing on the Effective Date and ending on the fifth anniversary of the Effective Date
(“Initial Term”). At the conclusion of the Initial Term, the term of this Agreement will
automatically extend from year-to-year (each subsequent one-year term, an “Extension”), unless
terminated by either Party as provided herein. Either Party may elect to terminate this Agreement
at the end of the then-current Initial Term or Extension by providing at least ninety (90) days’
Notice to the other Party prior to the end of such term.



     Section 4.2 Termination upon Change of Control. Either Party may terminate this
Agreement if at any time there is



          (a) a Change of Control of Regency; or




          (b) a Change of Control of ETE or Services Co.




     Section 4.3 Termination for Default. If a Party becomes a Defaulting Party as
described in Section 10.1, the Non-Defaulting Party may terminate this Agreement upon
thirty (30) days’ Notice to the Defaulting Party (subject to compliance with any applicable cure
period set forth in Section 10.1).



     Section 4.4 Termination for Failure to Realize Cost Savings. Regency may terminate
this Agreement within sixty (60) days following the end of each anniversary of the date of this
Agreement beginning with the second anniversary of the date of this Agreement upon thirty (30)
days’ Notice to Services Co if the savings (if any) realized by the Regency Group during the prior
one-year period ended on such anniversary date as a result of obtaining the G&A Services from
Services Co, as compared to the cost of the Regency Group internally providing such services or
obtaining such services from a Third Party in an arm’s length transaction, did not equal or exceed
the Applicable Savings for such one-year period. In such event, Regency shall provide to Services
Co all information requested by Services Co and in the possession of the Regency Group reasonably
necessary for Services Co to determine the amount of costs savings realized by the Regency Group in
relation to the cost of the Regency Group internally providing such services or obtaining such
services from a Third Party in an arm’s length transaction and for Services Co to determine whether
termination under this Section 4.4 was proper.



8









 





     Section 4.5 Transition Services. If either Party has the right to terminate this
Agreement pursuant to this Article IV, Regency may designate the date of termination at a
future date of its election and the Services Co agrees to in good faith continue to perform under
this Agreement and assist and cooperate with Regency until such date of termination to facilitate
the transfer of the G&A Services to any Third Party designated by Regency; provided, that, such
transition period shall not exceed one hundred eighty (180) days, and that Regency shall pay to
Services Co the Service Fee, Direct Expenses and any other amounts payable by Regency to Services
Co pursuant to this Agreement.



     Section 4.6 Effect of Termination. Upon termination of this Agreement, all rights and
obligations of the Parties under this Agreement will terminate; provided, however: termination will
not affect or excuse the performance of either Party under any provision of this Agreement that by
its terms survives termination (including the payment of any amounts due to either Party under this
Agreement). The following provisions of this Agreement will survive the termination of this
Agreement indefinitely: Article VII, Article VIII, Article IX, Article
X and Article XI.



ARTICLE V

REPRESENTATIONS AND WARRANTIES




     Section 5.1 Representations and Warranties of Services Co and ETE. Services Co and
ETE each represent and warrant that as of the Effective Date and the first day of each Extension:



          (a) It is duly formed, validly existing and in good standing under the Laws of the State of
Delaware;




          (b) This Agreement constitutes a legal, valid and binding obligation enforceable against it in
according with its terms, except as enforceability may be limited by (A) applicable Bankruptcy Laws
affecting the rights of creditors generally and (B) general principles of equity; and




          (c) The execution, delivery and performance of this Agreement have been duly authorized by all
requisite action and do not and will not conflict with or result in the violation of any provisions
of its Organizational Documents.




     Section 5.2 Representations and Warranties of Regency. Regency represents and
warrants that as of the Effective Date and the first day of each Extension:



          (a) It is duly formed, validly existing and in good standing under the laws of the State of
Delaware;




          (b) This Agreement constitutes a legal, valid and binding obligation enforceable against it in
according with its terms, except as enforceability may be limited by (A) applicable Bankruptcy Laws
affecting the rights of creditors generally and (B) general principles of equity; and




          (c) The execution, delivery and performance of this Agreement have been duly authorized by all
requisite action and do not and will not conflict with or result in the violation of any provisions
of its Organizational Documents.





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ARTICLE VI

RELATIONSHIP OF THE PARTIES




     This Agreement does not form a partnership or joint venture between the Parties. This
Agreement does not make Services Co an agent or a legal representative of any member of the Regency
Group. Services Co will not assume or create any obligation, liability or responsibility, expressed
or implied, on behalf of or in the name of any member of the Regency Group.



ARTICLE VII

AUDIT




     Services Co will maintain in good order any and all books and records regarding the G&A
Services. Not more than once per calendar quarter, Regency may audit, or cause to be audited, the
books and records of Services Co related to the G&A Services, upon fifteen (15) Business Days’
Notice to Services Co, to verify compliance with the provisions of this Agreement and to verify the
accuracy of any amounts invoiced under this Agreement for Direct Expenses; provided, however, that
all invoices provided to Regency pursuant to this Agreement shall be paid when due regardless of
whether such invoices are under audit pursuant to this Article VII. Services Co will make
available its relevant books and records and use commercially reasonable efforts to assist Regency
in conducting such audit. If any audit reveals an error in any invoice paid by Regency resulting
in an overpayment by Regency, Services Co shall reimburse Regency for the amount of such
overpayment, together with interest thereon at the Applicable Rate for the period from the date
such invoice was paid until the date Services Co reimburses Regency for such overpayment. If any
audit reveals an error in any invoice paid by Regency resulting in an underpayment by Regency,
Regency shall reimburse Services Co for the amount of such underpayment, together with interest
thereon at the Applicable Rate for the period from the date such invoice was paid until the date
Regency reimburses Services Co for such underpayment.



ARTICLE VIII

LIMITATIONS OF LIABILITY




          (a) Except as otherwise set forth herein, Services Co assumes no responsibility under this
Agreement other than to provide the G&A Services in accordance with the terms of this Agreement.
The Services Co Group and their respective stockholders, partners, members, managers, directors,
officers, employees and consultants (collectively, the “Services Co Released Parties”) will not be
liable to the Regency Group or their respective stockholders, partners, members, managers,
directors, officers, employees and consultants (collectively, the “Regency Released Parties”) for
any acts or omissions by the Services Co Group performed or omitted in connection with the
performance of the G&A Services, except for acts and omissions constituting fraud, gross negligence
or willful misconduct.




          (b) Except as otherwise set forth herein, there are no representations or warranties made by
either Party, express or implied, at Law or in equity, with respect to the subject matter hereof.





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          (c) Services Co and ETE will not be liable for any consequential, incidental, punitive,
special or other indirect damages incurred by the Regency Group in connection with this Agreement,
nor will Regency be liable for any consequential, incidental, punitive, special or other indirect
damages incurred by the Services Co Group in connection with this Agreement, including, in each
case, damages for loss of profits, loss of use or revenue or losses by reasons of increased cost of
capital. The foregoing limitation of liability for consequential, incidental, punitive, special,
and other indirect damages is not intended to limit a Party’s liability under the release,
indemnity, defense, and hold harmless obligations in this Agreement for consequential, incidental,
punitive, special, and other indirect damages that are awarded in a proceeding brought or asserted
against a Party by anyone other than a Party or its Affiliates in respect of which such Party would
otherwise be entitled to indemnification pursuant to the terms hereof.




ARTICLE IX

INDEMNIFICATION




     Section 9.1 Indemnification by Services Co and ETE. Services Co and ETE will
indemnify, defend and hold harmless the Regency Group from and against any and all damages, suits,
actions, liabilities, legal proceedings, claims, demands, penalties, fines, losses, costs and
expenses of whatsoever kind or character, including reasonable attorneys’ fees and expenses
(collectively, “Damages”) arising out of this Agreement and resulting from (a) the breach of any
term, condition, representation or warranty of this Agreement by Services Co or ETE, (b) claims or
causes of action the Services Co Group’s employees may have for any compensation, benefits or
violations of any statute or regulation governing employee rights and benefits, or (c) the Services
Co Group’s fraud, gross negligence or willful misconduct.



     Section 9.2 Indemnification by Regency. Regency will indemnify, defend and hold
harmless the Services Co Group from and against any and all Damages arising out of this Agreement
and resulting from (a) the breach of any term, condition, representation or warranty of this
Agreement by Regency, (b) the performance of the G&A Services in accordance with the terms of this
Agreement (other than any such Damages in respect of or arising from the fraud, gross negligence or
willful misconduct of the Services Co Group) and (c) the Regency Group’s fraud, gross negligence or
willful misconduct.



     Section 9.3 Indemnification Procedures.



          (a) If a Party is entitled to indemnification under this Agreement (“Indemnified Party”), it
will within a reasonable period of time after it becomes aware of facts giving rise to a claim for
indemnification provide Notice to the other Party (“Indemnifying Party”) specifying the nature of
and the specific basis for such claim. Notwithstanding the foregoing, an Indemnified Party’s
failure to send or delay in sending such a Notice with respect to a third-party claim will not
relieve the Indemnifying Party from liability hereunder with respect to such claim except to the
extent the Indemnifying Party is prejudiced by such failure or delay.




          (b) The Indemnifying Party will have the right to control all aspects of the defense of (and
any counterclaims with respect to) any third-party claims brought against the Indemnified Party
that are covered by the indemnification set forth in this Agreement, including





11









 







the selection of counsel, determination of whether to appeal any decision of any court or similar authority, and the
settling of any such matter or any issues relating thereto; provided, however, that no such
settlement will be entered into without the consent (which consent will not be unreasonably
withheld, conditioned, or delayed) of the Indemnified Party unless it includes a full release of
the Indemnified Party for such matter or issues, as the case may be, and does not require an
admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing
obligation on or requires any payment from the Indemnified Party. If the Indemnifying Party elects
to assume the defense of any such third party Claim, it shall within thirty (30) days notify the
Indemnitee in writing of its intent to do so. If the Indemnifying Party assumes the defense of
any such third-party claim but fails to diligently prosecute such claim, or if the Indemnifying
Party does not assume the defense of any such claim, the Indemnified Party may assume control of
such defense and in the event it is determined that the claim was a matter for which the
Indemnifying Party is required to provide indemnification under the terms of this Article
IX, the Indemnifying Party will bear the reasonable costs and expenses of such defense
(including reasonable attorneys’ fees and expenses).




          (c) The Indemnified Party will cooperate fully with the Indemnifying Party with respect to all
aspects of the defense of any claims covered by the indemnification set forth in this Agreement,
including the prompt furnishing to the Indemnifying Party of any correspondence or other Notice
relating thereto that the Indemnified Party may receive, permitting the names of the Indemnified
Party to be utilized in connection with such defense, the making available to the Indemnifying
Party of any files, records, or other information of the Indemnified Party that the Indemnifying
Party considers relevant to such defense and the making available to the Indemnifying Party of any
employees of the Indemnified Party; provided, however, that in connection therewith the
Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the
operations of the Indemnified Party. The obligation of the Indemnified Party to cooperate with the
Indemnifying Party will not be construed as imposing an obligation on the Indemnified Party to hire
and pay for counsel in connection with the defense of any claims covered by the indemnification set
forth in this Agreement. Without limiting the right of the Indemnifying Party to control all
aspects of the defense, the Indemnified Party may, at its own option, cost, and expense, hire and
pay for counsel in connection with such defense, which such counsel the Indemnifying Party will
keep reasonably informed as to the status of any such defense.




     Section 9.4 Express Negligence. THE PARTIES INTEND THAT THE INDEMNITIES SET FORTH IN
THIS ARTICLE IX BE CONSTRUED AND APPLIED AS WRITTEN ABOVE, NOTWITHSTANDING ANY RULE OF
CONSTRUCTION TO THE CONTRARY. WITHOUT LIMITING THE OTHER PROVISIONS OF THIS ARTICLE IX,
BUT LIMITED TO THE EXTENT PROVIDED HEREIN, SUCH INDEMNITIES SHALL APPLY NOTWITHSTANDING ANY STATE’S
“EXPRESS NEGLIGENCE” OR SIMILAR RULE THAT WOULD DENY COVERAGE BASED ON AN INDEMNITEE’S SOLE OR
CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE. IT IS THE INTENT OF THE PARTIES
THAT, TO THE EXTENT PROVIDED IN THIS ARTICLE IX, THE INDEMNITIES SET FORTH IN THIS
ARTICLE IX SHALL APPLY TO AN INDEMNITEE’S SOLE OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE
OR GROSS NEGLIGENCE. THE PARTIES AGREE THAT THIS PROVISION IS “CONSPICUOUS” FOR PURPOSES OF ALL
STATE LAWS.



12









 





ARTICLE X

DEFAULT; REMEDIES




     Section 10.1 Events of Default. Each of the following shall constitute an “Event of
Default” in respect of a Party (the “Defaulting Party”) under this Agreement:



          (a) failure by the Defaulting Party to pay when due any payment owed hereunder which failure
continues unremedied for a period of thirty (30) days following the Notice thereof from the other
Party (the “Non-Defaulting Party”), provided the payment is not the subject of a good faith
dispute;




          (b) failure by the Defaulting Party to perform any other material obligations or covenants
hereunder which failure continues unremedied for a period of sixty (60) days following Notice
thereof from the Non-Defaulting Party, provided that if such failure is not remedied within such
sixty (60) day period and the Defaulting Party is proceeding with diligence and in good faith to
remedy such failure, then the time within which such failure may be remedied shall be extended for
an additional sixty (60) days;




          (c) any representation or warranty herein made by the Defaulting Party shall have been untrue
in any material respect when made;




          (d) a receiver or liquidator or trustee of the Defaulting Party or of any of its property
shall be appointed by a court of competent jurisdiction, and such receiver, liquidator or trustee
shall not have been discharged within forty five (45) days or by decree of such court; (ii) such
Defaulting Party shall be adjudicated bankrupt or insolvent or any substantial part of its property
shall have been sequestered, and such decree shall have continued undischarged and unstayed for a
period of forty five (45) days after the entry thereof; or (iii) a petition to declare bankrupt or
to reorganize such Defaulting Party pursuant to any of the applicable Bankruptcy Law, shall be
filed against such Defaulting Party and shall not be dismissed within forty five (45) days after
such filing; and




          (e) a Defaulting Party shall: (i) file a voluntary petition in bankruptcy under applicable
Bankruptcy Law; (ii) consent to the filing of any bankruptcy or reorganization petition against it
under any Bankruptcy Law; (iii) file a petition or answer or consent seeking relief or assisting in
seeking relief in a bankruptcy under any Bankruptcy Law; (iv) consent to the filing of any
bankruptcy or reorganization petition against it under any Bankruptcy Law; (v) file a petition or
answer or consent seeking relief or assisting in seeking relief in a proceeding under any
Bankruptcy Law, or an answer admitting the material allegations of a petition filed against it in
such a proceeding; (vi) make an assignment for the benefit of its creditors; (vii) admit in writing
its inability to pay its debts generally as they become due; or (viii) consent to the appointment
of a receiver, trustee or liquidator of it or of all or any part of its property.




     Section 10.2 Remedies. Upon an Event of Default, the Non-Defaulting Party may
terminate this Agreement pursuant to Section 4.3 and exercise all of its rights and
remedies in equity or at law. In addition to all its other rights and remedies, a Non-Defaulting
Party shall be entitled to set off amounts due and payable to the Defaulting Party against amounts
owed by the Defaulting Party under this Agreement.



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ARTICLE XI

FORCE MAJEURE




     Section 11.1 Excused Performance. A Party shall not be responsible or liable for or
deemed in breach of this Agreement for any delay or failure in the performance of its obligations
under this Agreement to the extent such performance is prevented by a Force Majeure; provided that:



          (a) the affected Party gives the other Party prompt Notice describing the particulars of the
Force Majeure and the proposed cure;




          (b) the suspension of performance is of no greater scope and of no longer duration than is
reasonably attributable to the Force Majeure;




          (c) the affected Party uses commercially reasonable efforts to remedy its inability to perform
its obligations under this Agreement; and




          (d) when the affected Party is able to resume performance of its obligations under this
Agreement, that Party shall give the other Party written Notice to that effect.




     Section 11.2 No Preclusion. The existence of a Force Majeure shall not relieve any
Party of (1) any of its payment obligations under this Agreement, or (2) any other obligation under
this Agreement to the extent that performance of such other obligation is not precluded by such
Force Majeure.



     Section 11.3 Limitations on Effect of Force Majeure. In no event will any delay or
failure of performance caused by a Force Majeure extend this Agreement beyond its Term.



ARTICLE XII

INFORMATION; COMPLIANCE




     Section 12.1 Confidentiality. Regency will hold in confidence any Confidential
Information disclosed to it by any member of the Services Co Group, and Services Co will hold in
confidence any Confidential Information disclosed to it by any member of the Regency Group;
provided, however, the foregoing confidentiality obligations are subject to the following
exceptions: (a) disclosures necessary for a Party to enforce its rights under this Agreement; (b)
disclosures that may be necessary or reasonably appropriate for a Party (i) to respond (A) in any
legal proceeding (including, without limitation, any deposition, interrogatory, subpoena or civil
investigative demand) or (B) to any request by any commodities exchange, securities exchange, the
Federal Energy Regulatory Commission, the Commodity Futures Trading Commission, the Securities and
Exchange Commission, or any other regulatory authority or (ii) to comply with any applicable Law,
order, regulation or ruling (including without limitation any rule or regulation issued by any
commodities exchange, securities exchange, or the Federal Energy Regulatory Commission or Commodity
Futures Trading Commission or any other regulatory authority); (c) disclosures authorized by the
other Party in writing; (d) disclosures of information that (i) is or becomes generally available
to the public other than as a result of a disclosure by the Party or its representatives, (ii)
becomes available to the Party on a non-confidential basis from a source that does not have an
obligation to maintain its confidentiality, or (iii) was known to the



14









 




party on a non-confidential
basis prior to the Effective Date; or (e) disclosures to the Party’s Affiliates, directors,
officers, employees, auditors, attorneys or other advisors who have a need to know the information
for the administration or enforcement of this Agreement and who are informed of the confidential
nature of the information, provided that such Party will be responsible for any breach of the
confidentiality provisions hereunder by any of the foregoing to whom such Party has disclosed such
information.




     Section 12.2 Compliance. In the performance of this Agreement, such as in the
exchange or disclosure of information between and among any member of the Services Co Group and any
member of the Regency Group concerning an entity’s own operations, contractual or transactional
data (actual or under consideration) or non-public knowledge of a third party’s operations,
contractual or transactional data (actual or under consideration) to which a Party may have access,
each Party will (a) act in strict conformance with federal and state statutory and regulatory
requirements or restrictions on such exchange or disclosure and (b) comply with such internal
policies as may be in effect from time to time regarding the exchange of information between and
among the Services Co Group and the Regency Group, including the Conflicts Policy (as defined in
the Contribution Agreement) and the Amended and Restated Statement of Policies Relating to
Enterprise GP Holdings, L.P. approved and adopted by ETE and Energy Transfer Partners, L.P. as of
December 22, 2009. Notwithstanding any provision of this Agreement to the contrary, this Agreement
shall not be construed to authorize or require any party to engage in any activities that would
result in either Party not being in compliance with the requirements of the Federal Energy
Regulatory Commission.



ARTICLE XIII

NOTICES




     Notices must be in writing, directed to the representative at address set forth below, and
delivered in person, by a nationally recognized overnight courier service, or by certified U.S.
mail return receipt requested. Notices will be deemed delivered: on the day of delivery when
delivered in person; and on next Business Day after sending when delivered by overnight courier.
Each Party may change its representative or address for Notices by providing the other Party with
Notice of the change at least ten (10) days in advance of the effective date of the change.



	 	 	 

	If to Services Co or ETE:

	 	If to Regency:
	 
	 	 
	Energy Transfer Equity, L.P.

	 	Regency GP LLC
	Attention: General Counsel

	 	Attention: Chief Legal Officer
	3738 Oak Lawn Avenue

	 	12001 Bryan Street, Suite 3700
	Dallas, TX 75219

	 	Dallas, TX 75201






ARTICLE XIV

MISCELLANEOUS




     Section 14.1 Action by Regency Conflicts Committee. Whenever any provision of this
Agreement gives Regency the right to terminate this Agreement, to audit Services Co, to make any
determination or give any Notice, any such right may be exercised on behalf of Regency by



15









 




the conflicts committee of the board of directors of the general partner of Regency’s general partner
(or any analagous successor committee).




     Section 14.2 No Waiver. No waiver by either Party of any right hereunder at any time
will serve to waive the same right at any future date.



     Section 14.3 Amendment. No amendment, modification or supplement to this Agreement
will be effective unless made in writing and signed by both Parties.



     Section 14.4 Severability. If a provision of this Agreement is unenforceable under
applicable Law, that provision will be enforced to the maximum extent permitted by applicable Law,
and the remaining provisions of this Agreement will continue in full force and effect.



     Section 14.5 Assignment. Neither Party may assign this Agreement, in whole or in
part, without the prior written consent of the other Party, and any purported assignment in
violation if this provision will be void.



     Section 14.6 Further Assurances. Each Party will, at the request of the other Party,
do all such acts and things, including the execution and delivery of further documents and
instruments, as the other Party may reasonably require in order to carry through to completion the
provisions of, and intentions expressed in, this Agreement.



     Section 14.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and part of one and the same document.



     Section 14.8 Construction. In this Agreement, unless a clear contrary intention
appears: (a) the singular includes the plural and vice versa; (b) 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; (c) reference to any gender includes each other gender;
(d) references to any Exhibit, Schedule, Section, Article, Annex, subsection and other subdivision
refer to the corresponding Exhibits, Schedules, Sections, Articles, Annexes, subsections and other
subdivisions of this Agreement unless expressly provided otherwise; (e) references in any Section
or Article or definition to any clause means such clause of such Section, Article or definition;
(f) “hereunder,” “hereof,” “hereto” and words of similar import are references to this Agreement as
a whole and not to any particular provision of this Agreement; (g) the word “or” is not exclusive,
and the word “including” (in its various forms) means “including without limitation”; (h)
references to “days” are to calendar days; and (i) all references to money refer to the lawful
currency of the United States. The Table of Contents and the Article and 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.



     Section 14.9 Entire Agreement. This Agreement represents the entire agreement of the
Parties with respect to the matters contemplated herein and supersedes all prior agreements and
understandings, both oral and written, among the Parties or between any of them with respect to
such subject matter.



16









 





     Section 14.10 Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the Laws of the State of Texas, without giving effect to the
conflicts of law provision or rule (whether of the State of Texas, or any other jurisdiction) that
would cause the application of the Laws of any jurisdiction other than the State of Texas.



     Section 14.11 Consent to Jurisdiction. The Parties agree that any legal action or
proceeding with respect to this Agreement or any document or matter relating hereto may be brought
only in a federal or state court of competent jurisdiction in Dallas, Texas. 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.



     Section 14.12 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.



     Section 14.13 Facsimiles; Counterparts. This Agreement may be executed by facsimile
signatures by any Party and such signature shall be deemed binding for all purposes hereof, without
delivery of an original signature being thereafter required. This Agreement may be executed in one
or more counterparts, each of which, when executed, shall be deemed to be an original and all of
which together shall constitute one and the same document.



[Signatures follow on the next page.]




17









 








     In witness whereof, this Agreement has been executed by the authorized representatives
of the Parties:



	 	 	 	 	 
	 	ETE SERVICES COMPANY, LLC





By: Energy Transfer Equity, L.P.,

       its sole member





By: LE GP, LLC,

       its general partner

 	 
	 	By:  	/s/ John W. McReynolds
 	 
	 	 	Name:  	John W. McReynolds 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	ENERGY TRANSFER EQUITY, L.P. 





By: LE GP, LLC,

       its general partner

 	 
	 	By:  	/s/ John W. McReynolds
 	 
	 	 	Name:  	John W. McReynolds 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	REGENCY ENERGY PARTNERS LP





By: Regency GP LP, its general partner





By: Regency GP LLC, its general partner

 	 
	 	By:  	/s/ Byron R. Kelley
 	 
	 	 	Name:  	Byron R. Kelley 	 
	 	 	Title:  	Chairman, President and Chief Executive Officer 	 
	 



[Signature Page to Services Agreement]