Master Services Agreement between RIGS Haynesville Partnership Co. and Regency Employees Management LLC (March 17, 2009)
This agreement is between RIGS Haynesville Partnership Co. (the Owner) and Regency Employees Management LLC (the Management Company), effective March 17, 2009. The Management Company will provide general administrative, operations, maintenance, and construction management services for the Owner’s natural gas transportation assets and expansion projects in northern Louisiana. The agreement outlines payment terms, service standards, insurance requirements, indemnification, and conditions for termination. It also specifies the responsibilities of each party, including management of day-to-day operations and construction projects, and includes provisions for dispute resolution and force majeure events.
ARTICLE I. DEFINITIONS | 1 | |||||||
1.1 | Definitions | 1 | ||||||
1.2 | Interpretation | 4 | ||||||
ARTICLE II. SERVICES | 5 | |||||||
2.1 | General and Administrative Services | 5 | ||||||
2.2 | Operations and Maintenance Services | 5 | ||||||
2.3 | Construction Management Services | 5 | ||||||
2.4 | Operating Budget | 5 | ||||||
2.5 | Insurance for Owner | 6 | ||||||
2.6 | Additional Services | 7 | ||||||
2.7 | Standard of Care | 8 | ||||||
2.8 | Senior Management Team | 8 | ||||||
2.9 | Duty to the Owner. | 8 | ||||||
2.10 | Insurance for Management Company | 9 | ||||||
ARTICLE III. PAYMENTS AND FEES | 10 | |||||||
3.1 | G&A Payment | 10 | ||||||
3.2 | Fee for Other Services. | 11 | ||||||
3.3 | Adjustment of Payments. | 12 | ||||||
3.4 | Payment Terms. | 13 | ||||||
3.5 | Taxes | 13 | ||||||
ARTICLE IV. TERM; TERMINATION | 14 | |||||||
4.1 | Term | 14 | ||||||
4.2 | Early Termination Upon Change of Control | 14 | ||||||
4.3 | Transition Services. | 14 | ||||||
ARTICLE V. LIMITS OF RESPONSIBILITY; INDEMNIFICATION | 15 | |||||||
5.1 | Limits of Responsibility. | 15 | ||||||
5.2 | Indemnification by the Owner | 15 | ||||||
5.3 | Indemnification by the Management Company | 16 | ||||||
5.4 | Indemnity Amount | 16 | ||||||
5.5 | No Waiver of Partnership Agreement Indemnification and Exculpation Provisions | 16 | ||||||
ARTICLE VI. FORCE MAJEURE | 16 | |||||||
6.1 | Excused Performance | 16 | ||||||
6.2 | No Preclusion | 17 | ||||||
6.3 | Limitations on Effect of Force Majeure | 17 | ||||||
ARTICLE VII. REPRESENTATIONS AND WARRANTIES | 17 | |||||||
7.1 | Owner Representations | 17 |
7.2 | Management Company Representations | 17 | ||||||
ARTICLE VIII. DEFAULT; REMEDIES; ASSIGNMENT | 18 | |||||||
8.1 | Events of Default | 18 | ||||||
8.2 | Remedies | 19 | ||||||
ARTICLE IX. GENERAL PROVISIONS | 19 | |||||||
9.1 | Choice of Law; Submission to Jurisdiction | 19 | ||||||
9.2 | Waiver of Jury Trial | 19 | ||||||
9.3 | Notices | 19 | ||||||
9.4 | Further Assurances | 20 | ||||||
9.5 | Entire Agreement | 20 | ||||||
9.6 | Effect of Waiver or Consent | 20 | ||||||
9.7 | Amendment or Modification | 21 | ||||||
9.8 | Assignment; Third-Party Beneficiaries | 21 | ||||||
9.9 | Counterparts | 21 | ||||||
9.10 | Severability | 21 | ||||||
9.11 | Relationship of the Parties | 21 | ||||||
9.12 | Binding Effect | 21 | ||||||
9.13 | Laws and Regulations | 21 | ||||||
9.14 | No Recourse | 21 | ||||||
9.15 | Signatories Duly Authorized | 21 | ||||||
9.16 | Books and Records | 21 | ||||||
9.17 | Audit Rights | 22 | ||||||
9.18 | Survival | 22 | ||||||
9.19 | Mutuality of Drafting | 22 |
Schedule 2.1 | G&A Services | |
Schedule 2.2 | O&M Services | |
Schedule 2.3 | Construction Management Services | |
Schedule 2.5 | Insurance | |
Schedule 2.8 | Senior Management Team |
DEFINITIONS
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(a) | the headings contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement between the Parties, nor should they be used to aid in any manner to construe or interpret this Agreement; | ||
(b) | the gender of all words used herein shall include the masculine, feminine and neuter and the number of all words shall include the singular and plural words; | ||
(c) | the terms hereof, herein, hereto and similar words refer to this entire Agreement and not any particular Article, Section, Schedule or any other subdivision of this Agreement; | ||
(d) | references to Article, Section or Schedule are to this Agreement unless specified; |
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(e) | reference to this Agreement or any other agreement or document shall be construed as a reference to such agreement or document as the same may be amended, modified, supplemented or restated, and shall include a reference to any agreement or document which amends, modifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms; | ||
(f) | references to any Law shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted; | ||
(g) | references to any Person shall be construed as a reference to such Persons successors and permitted assigns; and | ||
(h) | references to include, includes, including and similar phrases shall mean including, without limitation. |
SERVICES
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(a) | As part of the Services, the Management Company shall carry and maintain, or cause to be carried and maintained, on behalf of the Owner insurance coverages substantially consistent with the insurance coverages described on Schedule 2.5 attached hereto or such other insurance coverages as are reasonably requested and approved by the Owner, including D&O insurance, in each case, to the extent the cost and expense of such insurance coverage is included in the applicable Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance coverage for which the premium has been paid) and the funds therefor have been provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner) pursuant to the Management Companys (or such affiliates) then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with Section 3.4(a)). In addition, if requested by the Owner, the Management Company shall obtain and maintain, or cause to be obtained and maintained, prior to the commencement of construction, Builders All Risk with a replacement cost lost limit and Delay In Start Up insurance for any above ground assets including the compression station to the extent that the cost and expense of such construction insurance coverage is included in the applicable Operating Budget and the funds therefor have been provided by the Owner, and the Parties agree that the cost of any such construction insurance coverage shall be billed directly to, and paid directly by, the Owner. |
(b) | In each of the policies described on Schedule 2.5 or that are otherwise obtained, the Management Company agrees to use commercially reasonable efforts to provide that (i) with respect to all such insurance described on Schedule 2.5, such insurance shall be maintained with insurance companies with the AM Best rating indicated therein and with respect to all other insurance (or if no rating is indicated on Schedule 2.5), shall be maintained with insurance companies rated AX or better by AM |
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Best or as otherwise may be reasonably acceptable to the Owner, (ii) such insurance shall be primary for the benefit of the Owner, (iii) with respect to all such insurance described on Schedule 2.5, the Owner shall be a named insured, insured or additional insured as indicated therein and with respect to all other insurance (or if not indicated on Schedule 2.5), the Owner shall be named insured, insured or additional insured as requested and approved by the Owner, (iv) non-renewal or cancellation will be effective only after written notice is received from the insurance company thirty (30) days in advance of such non-renewal or cancellation and (v) it and its insurers and underwriters shall waive, any rights of subrogation or recovery they may have against the Owner or its Affiliates. At the Owners request from time to time, the Management Company shall furnish the Owner with certificates of insurance (to the extent the insurance has been obtained) on forms reasonably acceptable to the Owner as evidence that policies providing the required coverages and limits of insurance are in full force and effect. |
(c) | Notwithstanding anything to the contrary set forth herein, in the event that the Management Company (in consultation with its insurance adviser) determines that any insurance coverages (including provisions, coverage, extensions, the limits or deductibles thereof) required to be obtained or maintained by this Section 2.5 are not available on commercially reasonable terms in the applicable commercial insurance market, then the Management Company shall not be obligated to obtain such insurance pursuant to this Section 2.5 and the Management Company shall so notify the Owner and shall consult with the Owner to determine what, if any, alternate insurance is available for the applicable coverages on commercially reasonable terms in the applicable commercial insurance market and shall obtain any such available alternate insurance requested by the Owner to the extent the costs and expenses of such insurance is included in the Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance coverage for which the premium has been paid) and the funds therefor have been provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner) pursuant to the Management Companys (or such affiliates) then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with Section 3.4(a)). Notwithstanding anything to the contrary set forth herein, the Parties agree that the cost of any insurance coverage requested by the Owner in addition to the insurance coverage described on Schedule 2.5 (including any D&O insurance coverage) shall be billed directly to, and paid directly by, the Owner. |
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(a) | The Management Company shall dedicate sufficient personnel and resources to provide the Services in accordance with Prudent Industry Practices, the Operating Budget, the Haynesville Expansion Budget or other applicable Project Budget and the terms of this Agreement; provided, that, except as set forth in Section 2.9(b), neither the Management Company, the Senior Management Team nor any employee or officer of the Management Company shall be required to perform the Services as such Persons sole and exclusive occupation, and the Management Company, the Senior Management Team and the employees |
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and officers of the Management Company may have other occupations and activities in addition to those relating to this Agreement. For the avoidance of doubt, the Owner acknowledges and agrees that the Management Company currently operates, and shall have the right to operate during the Term, other assets (including the assets owned by Regency Energy Partners LP and its affiliates) in addition to the Assets. |
(b) | The Management Company agrees that each member of the Senior Management shall dedicate to the performance of the Services a percentage of such Persons working time equal to or greater than the percentage set forth opposite such Persons name on Schedule 2.8. The Parties shall review the schedule on an annual basis and make any agreed upon updates. |
(a) | The Management Company shall carry and maintain, or cause to be carried and maintained, on its own behalf insurance coverages substantially consistent with the insurance coverages described on Schedule 2.5 or such other insurance coverages as are reasonably requested and approved by the Owner, in each case, to the extent the cost and expense of such insurance coverage is included in the applicable Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance coverage for which the premium has been paid) and the funds therefor are provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner) pursuant to the Management Companys (or such affiliates) then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with Section 3.4(a)). At the Owners request from time to time, the Management Company shall furnish the Owner with certificates of insurance (to the extent the insurance has been obtained) on forms reasonably acceptable to the Owner as evidence that policies providing the required coverages and limits of insurance are in full force and effect. |
(b) | The Management Company agrees to use commercially reasonable efforts to provide that (i) with respect to all such insurance described on Schedule 2.5, such insurance shall be maintained with insurance companies with the AM Best rating indicated therein, and with respect to all other insurance (or if no rating is indicated on Schedule 2.5) shall be maintained with insurance companies rated AX or better by AM Best or as otherwise may be reasonably acceptable to Owner, (ii) such insurance shall be primary for the benefit of the Management Company and the Owner, (iii) with respect to all insurance described on Schedule 2.5, the Management Company and the Owner shall be a named insured, insured or additional |
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insured as indicated therein and with respect to all other insurance (or if not indicated on Schedule 2.5), the Management Company and the Owner shall be a named insured, insured or additional insured as requested and approved by the Owner, (iv) non-renewal or cancellation will be effective only after written notice is received from the insurance company thirty (30) days in advance of such non-renewal or cancellation and (v) it and its insurers and underwriters shall waive, any rights of subrogation or recovery they may have against the Owner or its Affiliates. |
(c) | Notwithstanding anything to the contrary set forth herein, in the event that the Management Company (in consultation with its insurance adviser) determines that any insurance coverages (including provisions, coverage, extensions, the limits or deductibles thereof) required to be obtained or maintained by this Section 2.10 are not available on commercially reasonable terms in the applicable commercial insurance market, then the Management Company shall not be obligated to obtain such insurance pursuant to this Section 2.10 and the Management Company shall so notify the Owner and shall consult with the Owner to determine what, if any, alternate insurance is available for the applicable coverages on commercially reasonable terms in the applicable commercial insurance market and shall obtain any such available alternate insurance requested by the Owner to the extent the costs and expenses of such insurance is included in the Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance coverage for which the premium has been paid) and the funds therefor have been provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner) pursuant to the Management Companys (or such affiliates) then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with Section 3.4(a)). |
PAYMENTS AND FEES
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(a) | Amounts Payable to Third Parties. The Owner agrees to pay directly to Third Parties all costs and expenses payable to Third Parties in connection with the Management Companys providing the O&M Services, the Construction Management Services and all other Services (including the payment of any insurance premiums payable in connection with the insurance required to be obtained and maintained pursuant to Section 2.5, Section 2.10 and Schedule 2.5 to the extent such insurance is obtained directly in the name of the Owner, but excluding the G&A Services), to the extent that such costs and expenses are included in the applicable Operating Budget and/or the Haynesville Expansion Budget and/or other applicable Project Budget. In addition, in the event the Management Company pays any costs and expenses to Third Parties in connection with providing the O&M Services, the Construction Management Services and all other Services (other than the G&A Services) provided by the Management Company, including insurance premiums payable in connection with insurance required to be obtained and maintained pursuant to Section 2.5, Section 2.10 and Schedule 2.5 attached hereto (collectively, Third Party Expenses), then the Owner shall reimburse the Management Company for all Third Party Expenses, to the extent such Third Party Expenses are included in the applicable Operating Budget and/or the approved Haynesville Expansion Budget and/or other applicable Project Budget; provided, that the amount payable by the Owner with respect to any Third Party Expenses that include any costs and expenses not solely attributable to the Assets (or the construction, operation, maintenance or management thereof) shall be the allocable share of such Third Party Expenses that are attributable to the Assets (or the construction, operation, maintenance or management thereof) as determined by the Parties on an equitable basis. |
(b) | Amounts Payable to Management Company Personnel. In consideration for the O&M Services, the Construction Management Services and all other Services (other than the G&A Services) provided by the Management Company, the Owner shall, in addition to making the payments set forth in Section 3.2(a), reimburse the Management Company for the Owners pro rata share of all costs and expenses incurred (without duplication) by the Management Company in providing personnel to provide such Services to the extent such costs and expenses are included in the applicable Operating Budget and/or the approved Haynesville Expansion Budget and/or other applicable Project Budget, including the following costs and expenses (collectively, the Reimbursable Personnel Expenses): |
(i) | compensation, including equity compensation, salary and wages (including payroll and withholding taxes associated therewith), provided, however, that the economic costs associated with equity- |
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based compensation awards that are granted to Management Company employees by the Board of Directors of Regency GP, LLC, pursuant to the Regency GP, LLC Long-Term Incentive Plan, shall be reimbursed to Regency GP, LLC solely by the Owner, such economic costs to be determined in good faith by Regency GP, LLC; | |||
(ii) | 401(k) costs and any matching 401(k) contributions; | ||
(iii) | vacation and sick leave benefits; | ||
(iv) | medical and health insurance benefits; | ||
(v) | disability insurance (including benefits paid); | ||
(vi) | workers compensation (including benefits paid); | ||
(vii) | life insurance; | ||
(viii) | any other employee benefit for which the Management Company incurs costs. |
The Owners pro rata share of Reimbursable Personnel Expenses with respect to each individual providing Services shall be based on a fraction, the numerator of which is the number of hours in the pay periods ending during the preceding calendar month such individual devoted to matters relating to the Assets and the denominator of which is the aggregate number of hours such individual devoted to all work performed in the pay periods ending in the preceding calendar month. Where it is not reasonably practicable to determine the pro rata share of Reimbursable Personnel Expenses with respect to an individual, the Management Company shall make a good faith reasonable estimate of such pro rata share. |
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(a) | No later than ten (10) days following the end of each calendar month following the Effective Date, the Management Company will submit monthly invoices to the Owner for the Third Party Expenses and Reimbursable Personnel Expenses incurred by the Management Company during such calendar month. Payment will be due no later than twenty (20) days after an invoice is received by the Owner. Payment of the G&A Payment will be due no later than ten (10) days following the end of each calendar month following the Effective Date. | ||
(b) | The Owner will have the right to withhold payment of any amounts disputed in good faith. The Owner and the Management Company will diligently work to resolved disputed amounts as soon as reasonably possible. | ||
(c) | All payments shall be made by wire transfer of immediately available funds, to an account designated by the Management Company from time to time, no later than 2:00 p.m. (New York time) on the due date. | ||
(d) | In the event the Owner fails to make any payment when due, interest shall accrue on any unpaid amount at the Interest Rate calculated from the date due until the date paid. In the event an amount charged by the Management Company and paid by the Owner is later found to be more than the amount actually due, the Management Company shall refund the overpayment, together with interest at the Interest Rate calculated from the date of payment until the date of refund. |
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TERM; TERMINATION
(a) | If either Party notifies the other Party of its intention to terminate this Agreement at the expiration of the then current Term pursuant to Section 4.1, then from the period commencing one hundred eighty (180) days before the end of such current term until the date of termination of this Agreement, the Management Company shall in good faith assist and cooperate with the Owner to facilitate the transfer of the Services to any Third Party designated by the Owner; provided, that, during such transition period, the Owner shall pay to the Management Company the G&A Payment, Reimbursable Personnel Expenses, Third Party Expenses and any other amounts payable by the Owner to the Management Company pursuant to this Agreement. | ||
(b) | If the Owner has the right to terminate this Agreement pursuant to Section 4.2 or Section 8.2, the Owner may designate the date of termination at a future date of its election and the Management Company agrees to in good faith continue to perform under this Agreement and assist and cooperate with the Owner until such date of termination to facilitate the transfer of the Services to any Third Party designated by the Owner; provided, that, such transition period shall not exceed one hundred eighty (180) days, and that the Owner shall pay to the Management Company the G&A Payment, Reimbursable Personnel Expenses, Third Party Expenses and any other amounts payable by the Owner to the Management Company pursuant to this Agreement. | ||
(c) | The Management Company agrees to provide to the Owner (or its designee) originals or copies of all books and records pertaining to the Owner and the Services. |
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LIMITS OF RESPONSIBILITY; INDEMNIFICATION
(a) | Except as otherwise expressly set forth herein, the Management Company assumes no responsibility under this Agreement other than to provide the Services called for under this Agreement in accordance with the terms of this Agreement and shall not be responsible for any action of the Owner in following or declining to follow any advice or recommendations of the Management Company. | ||
(b) | Except as otherwise expressly set forth herein, there are no representations or warranties made by the Management Company, express or implied, at law or in equity, with respect to the subject matter hereof. | ||
(c) | Notwithstanding any other provision of this Agreement to the contrary, in no event shall (i) the Owner be liable to the Management Company or (ii) the Management Company be liable to the Owner, for loss of profits or consequential, incidental, punitive, exemplary, treble, special or indirect damages of any kind arising out of or related to this Agreement, in each case whether arising in contract, warranty, tort, strict liability, by operation of law or otherwise, except for any such damages recovered by any Third Party against any Party in respect of which such Party would otherwise be entitled to indemnification pursuant to the this Article V. | ||
(d) | Notwithstanding anything to the contrary in this Agreement, the Management Companys aggregate liability to the Owner on all claims of any kind, whether based on contract, warranty, tort, strict liability, by operation of law or otherwise, for all losses or damages to the Owner arising out of, connected with, or resulting from this Agreement shall in no event exceed $7,500,000. |
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FORCE MAJEURE
(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. |
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REPRESENTATIONS AND WARRANTIES
(a) | The Owner is a general partnership duly organized and validly existing under the laws of the State of Delaware and has all necessary authorizations required by applicable Law to perform its obligations under this Agreement (other than those authorizations the failure of which to obtain could not reasonably be expected to have a material adverse effect on the Owners ability to perform its obligations under this Agreement); | ||
(b) | The execution, delivery and performance of this Agreement by the Owner have been duly authorized by all requisite partnership action and will not: (i) violate any provisions of its organizational documents; or (ii) result in the breach or acceleration of any performance required by the terms of any contract, agreement or arrangement to which it is a party or any applicable Laws, if such breach or acceleration could reasonably be expected to have a material adverse effect on the Owners ability to perform its obligations under this Agreement; and | ||
(c) | This Agreement is the valid and binding obligation of the Owner, enforceable against the Owner in accordance with its terms, except as the enforceability thereof may be limited by applicable Bankruptcy Laws affecting creditors rights generally and by general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. |
(a) | The Management Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has all necessary authorizations required by applicable Law to perform its obligations under this Agreement (other than those authorizations the failure of which to obtain could not reasonably be expected to have a material adverse effect on the Management Companys ability to perform its obligations under this Agreement); |
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(b) | The execution, delivery and performance of this Agreement by the Management Company have been duly authorized by all requisite limited liability company action and will not: (i) violate any provisions of its organizational documents; or (ii) result in the breach or acceleration of any performance required by the terms of any contract, agreement or arrangement to which it is a party, or any applicable Laws, if such breach or acceleration could reasonably be expected to have a material adverse effect on the Management Companys ability to perform its obligations under this Agreement; and |
(c) | This Agreement is the valid and binding obligation of the Management Company, enforceable against the Management Company in accordance with its terms, except as the enforceability thereof may be limited by applicable Bankruptcy Laws affecting creditors rights generally and by general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. |
DEFAULT; REMEDIES; ASSIGNMENT
(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 false when made; | ||
(d) | (i) 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 |
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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. |
GENERAL PROVISIONS
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2001 Bryan Street, Suite 3700
Dallas, Texas 75201
Attention: Executive Vice President
150 East 58th Street
39th Floor
New York, NY 10155
Attention: Chief Legal Counsel
2001 Bryan Street, Suite 3700
Dallas, Texas 75201
Attention: Chief Financial Officer
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RIGS HAYNESVILLE PARTNERSHIP CO. | ||||
By: | /s/ Byron R. Kelley | |||
Name: | Byron R. Kelley | |||
Title: | Authorized Person | |||
REGENCY EMPLOYEES MANAGEMENT LLC | ||||
By: | Regency Employees Management Holdings LLC, its general partner | |||
By: | Regency GP LLC, its sole member | |||
By: | /s/ Byron R. Kelley | |||
Name: | Byron R. Kelley | |||
Title: | President and Chief Executive Officer |
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2.1-1
2.1-2
2.2-1
(i) | the IMP will provide for inspection, risk analysis, integrity testing (including pigging and smart pigging), maintenance, and repair adequate to ensure pipeline integrity in accordance with and at least as stringent as required under 49 CFR Part 195; | ||
(ii) | under the IMP, the Management Company shall schedule and perform the required integrity testing using one or more of the methods, tools, and equipment as defined in 49 CFR Part 195.452 to inspect the Assets at a minimum frequency as required by applicable Laws and, subject to the Owners review, to repair any noted deficiencies in the Assets in accordance with applicable Laws. The Management Company shall make available to the Owner upon reasonable advance notice by the Owner and during normal business hours, the results of any integrity test required by 49 CFR Part 195.452, well as all documentation maintained by the Management Company concerning the mechanical integrity and condition of the Assets and any maintenance records; | ||
(iii) | the Management Company shall provide reasonable advance notice to the Owner of any integrity tests and proposed related repairs to be performed in accordance with the IMP and the Owner shall have the right to observe all such tests and repair work; and | ||
(iv) | the Management Company shall maintain a current copy of the IMP and provide such current copy to the Owner; |
2.2-2
2.3-1
Named Insured: | Regency Energy Partners, LP | |
(Broad Form Named Insured applies) | ||
Insureds: | To include the Owner | |
Coverage: | All Risks of direct physical loss or damage except as excluded | |
Description of Covered Property: | Gas Plants and Gas Gathering Systems | |
Locations Insured: | As currently scheduled and as may be requested in the future | |
Values Insured: | The scheduled insured values as may be amended at the request of or in consultation with the Owner from time to time. | |
Limit of Insurance: | $100,000,000 Each Occurrence | |
Key Sub-Limits: | Each Occurrence unless otherwise stated | |
Business Interruption | Per Schedule | |
Earthquake | $50,000,000 Aggregate, except No Coverage California Earthquake | |
Flood | $20,000,000 Aggregate, except $10,000,000 Zones A and V | |
Named Windstorm | $100,000,000 Aggregate | |
Accounts Receivable | $10,000,000 | |
Civil/Military Authority | 4 weeks (5 mile limitation) | |
Claims Preparation | $500,000 | |
Contingent Business Interruption/Contingent Extra Expense | $10,000,000 | |
Course of Construction | $10,000,000 (No DSU) | |
Debris Removal (greater of) | $5,000,000 or 25% of adjusted direct property loss | |
Demolition/Increased Cost of Construction | $10,000,000 | |
Extra Expense | $10,000,000 | |
Expediting Expense | $10,000,000 | |
EDP Equipment and Media | $10,000,000 | |
Errors and Omissions | $5,000,000 | |
Fine Arts | $250,000 | |
Fire Fighting Expenses | $1,000,000 | |
Ingress/Egress | $4 weeks (5 mile limitation) |
2.5-1
Leasehold Interest | $2,500,000 | |
Unnamed Locations | $5,000,000 | |
Newly Acquired Property | $10,000,000 (Excludes BI, Flood, Earthquake, Named Windstorm) | |
Pollution Cleanup | $250,000 subject to $500,000 aggregate | |
Pipelines River Crossings | $5,000,000 | |
Service Interruption | $10,000,000 | |
Transit Inland | $10,000,000 | |
Valuable Papers and Records | $10,000,000 | |
Period of Indemnity: | 12 Months | |
Deductibles Physical Damage: | $250,000 Each Occurrence, except 2% location TIV Zone A or V Flood ($250,000 minimum) | |
Deductibles Time Element: | 720 Hours Business Interruption, Time Element Extra Expense, Contingent Business Interruption, Contingent | |
Extra Expense 48 Hours Waiting Period (qualifier) | ||
Notable Clauses and Coverage Extensions: | 72-Hour Clause Wind, Flood and Earthquake | |
Unintentional Errors or Omissions | ||
Underground pipelines and river crossings as Covered Property | ||
Notable Exclusions and Restrictions: | Exclusion Terrorism | |
Exclusion Transmission lines beyond 1,000 feet from insured premises | ||
Exclusion Data Distortion/Corruption | ||
Exclusion Date Recognition (Millennium endorsement) | ||
Exclusion Mold | ||
Exclusion Political Risk | ||
Exclusion Asbestos | ||
Exclusion Biological or Nuclear | ||
OFAC Endorsement | ||
Off-Premises Power/Service Interruption limited to one (1) mile | ||
Valuation: | Repair or Replacement Cost | |
Coinsurance: | Not applicable (Agreed Amount) | |
Additional Insured: | As endorsed | |
Waiver of Subrogation: | Permissible | |
Cancellation: | 60 days, except 10 days for non-payment of premium | |
Invalidation: | Included |
2.5-2
Named Insured: | Regency Energy Partners, LP | |
(Broad Form Named Insured applies) | ||
Insured | To Include the Owner and Management Company | |
Limits of Liability: | $1,000,000 Each Occurrence | |
$2,000,000 General Aggregate | ||
$2,000,000 Products/Completed Operations Aggregate | ||
$1,000,000 Personal and Advertising Injury Limit | ||
$300,000 Damage to Rented Premises Any One Premises | ||
$10,000 Medical Expense Limit Any One Person | ||
$1,000,000 Employee Benefits Liability Each Claim/Aggregate | ||
$1,000,000 Time Element Pollution Each Claim | ||
$2,000,000 Time Element Pollution Aggregate | ||
Deductibles: | None, except | |
$10,000 Employee Benefits Liability | ||
$10,000 Time Element Pollution | ||
Coverage Extensions: | Unintentional Failure to Disclose Hazards | |
Notice of Occurrence (enhanced) | ||
Knowledge of Occurrence (enhanced) | ||
Contractual Liability Railroads | ||
Time Element Pollution Date Trigger 30/60 | ||
Amendment Professional Health Care Services by Employees Certified Terrorism | ||
Notable Exclusions and Restrictions: | Non-cumulation of liability Exclusion Violation of Statutes Governing Communications | |
Exclusion Nuclear Energy Liability | ||
Exclusion Asbestos | ||
Exclusion Discrimination | ||
Exclusion Employment Related Practices | ||
Exclusion Electromagnetic Fields | ||
Exclusion MTBE | ||
Exclusion Total Pollution | ||
Exclusion Silica | ||
Exclusion All Professional Services | ||
Exclusion Lead | ||
Exclusion Radioactive Matter | ||
Exclusion PCB | ||
Exclusion Fungi or Bacteria | ||
Exclusion Punitive Damages Related to Certified Act of Terrorism | ||
Exclusion Terrorism (coverage limited to Certified Acts of Terrorism) | ||
Additional Insured: | Blanket as required by contract | |
Waiver of Subrogation: | Blanket as required by contract | |
Other Insurance: | TBD | |
Cancellation: | 60 days, except 10 days for non-payment of premium | |
Separation of Insureds: | Included |
2.5-3
Named Insured: | Regency Energy Partners, LP | |
(Broad Form Named Insured applies) | ||
Insured: | To include the Owner and Management Company | |
Limits of Liability: | $1,000,000 Combined Single Limit Per Accident | |
Statutory Personal Injury Protection | ||
Statutory Uninsured/Underinsured Motorist | ||
Deductibles: | None | |
Coverage Extensions: | Drive Other Car (Limit $1,000,000) | |
Pollution Liability Broadened for Covered Autos | ||
Employees as Insureds | ||
Coverage for Certain Operations in Connection with Railroads | ||
Hired Autos Specified as Covered Autos You Own | ||
Motor Carrier Act of 1980 (MCS90) | ||
Notable Exclusions and Restrictions: | Exclusion Nuclear Energy Liability | |
Exclusion Terrorism | ||
Additional Insured: | Any lessor with written contact requiring primary insurance, and blanket as required by contact | |
Waiver of Subrogation: | Blanket as required by contract | |
Other Insurance: | TBD | |
Cancellation: | 60 days, except 10 days for non-payment of premium | |
Separation of Insureds: | Included |
Named Insured: | Regency Energy Partners, LP and Management Company | |
(Broad Form Named Insured applies) | ||
Additional Insured: | To include the Owner (if insurance policy practices permit) | |
Limits of Liability: | Coverage A Workers Compensation | |
Statutory Coverage B Employers Liability | ||
$1,000,000 Bodily Injury by Accident Each Accident | ||
$1,000,000 Bodily Injury by Disease Each Employee | ||
$1,000,000 Bodily Injury by Disease Policy Limit | ||
Deductibles: | None | |
Coverage Extensions: | Alternate Employer Endorsement | |
Foreign Coverage Endorsement | ||
Repatriation Expense Endorsement |
2.5-4
Employers Liability (ND, WA, WV, WY, OH) | ||
Longshore and Harbor Workers Compensation Act Coverage | ||
Maritime Coverage | ||
Knowledge and Notice of Occurrence (enhanced) | ||
Unintentional Errors or Omissions in Reporting | ||
Voluntary Compensation Endorsement | ||
Voluntary Compensation Maritime Endorsement | ||
Notable Exclusions and Restrictions: | Exclusion Certified Acts of Terrorism | |
Waiver of Subrogation: | Blanket as required by contract | |
Cancellation: | 60 days, except 10 days for non-payment of premium |
Named Insured: | Regency Energy Partners, LP | |
(Broad Form Named Insured applies) | ||
Insured: | To include the Owner and Management Company | |
Retroactive Date: | December 1, 2004 | |
Limits of Liability: | $35,000,000 Each Occurrence | |
Per % interest Joint Venture Limit | ||
$35,000,000 Products/Completed Operations Aggregate | ||
$0 Failure to Supply Aggregate | ||
$35,000,000 Pollution Liability Aggregate | ||
$35,000,000 Medical Malpractice Injury Limit | ||
Underlying Insurance: | $1,000,000 General Liability | |
$1,000,000 Pollution Liability | ||
$1,000,000 Care, Custody or Control | ||
$1,000,000 Employers Liability | ||
$1,000,000 Automobile Liability | ||
$10,000,000 Non-Owned Aircraft Liability | ||
$1,000,000 Each Occurrence not covered by underlying insurance | ||
Deductibles: | None | |
Notable Exclusions and Restrictions: | Exclusion Nuclear Energy Liability | |
Exclusion Employment Practices Liability | ||
Exclusion MTBE | ||
Additional Insured: | Blanket as required by contract | |
Waiver of Subrogation: | Permissible prior to loss | |
Other Insurance: | This policy is excess of (a) any other valid and collectable insurance, (b) 10% of the limit of any EED, OEE or similar policy form, or (c) $1,000,000 per occurrence of Pollution Liability | |
Cancellation: | 90 days, except 10 days for non-payment of premium | |
Separation of Insureds: | Included |
2.5-5
Named Insured: | Regency Energy Partners, LP | |
(Broad Form Named Insured applies) | ||
Insured | a) To include the Owner and Management Company | |
Retroactive Date: | December 1, 2004 | |
Limits of Liability: | $115,000,000 Each Occurrence | |
$115,000,000 Aggregate | ||
Excess of underlying limits | ||
Underlying Insurance: | $35,000,000 Each Occurrence | |
TBD Joint Venture Limit | ||
$35,000,000 Products/Completed Operations Aggregate | ||
$0 Failure to Supply Aggregate | ||
$35,000,000 Pollution Liability Aggregate | ||
$35,000,000 Medical Malpractice Injury Limit | ||
In turn excess of primary limits/retentions | ||
Self-Insured Retention: | $250,000 Each Occurrence | |
Notable Exclusions and Restrictions: | Exclusion Radioactive Contamination | |
Exclusion Cyber Attack | ||
Exclusion Professional Liability (except BI and PD directly resulting from Midstream Energy Company) | ||
Additional Insured: | TBD | |
Waiver of Subrogation: | TBD | |
Other Insurance: | TBD | |
Cancellation: | TBD | |
Separation of Insureds: | TBD |
Named Insured: | Regency Energy Partners, LP | |
(Broad Form Named Insured applies) | ||
Insured: | To include the Owner and Management Company | |
Limits of Liability: | $10,000,000 Combined Single Limit | |
Bodily Injury and Property Damage | ||
$5,000 Medical Payments Each Person | ||
$500 Baggage Liability Each Person | ||
$10,000,000 Personal Injury Liability Aggregate | ||
$10,000,000 Aviation Premises Liability | ||
Deductible: | None | |
Notable Exclusions and Restrictions: | Exclusion War Liability | |
Exclusion Certified Acts of Terrorism | ||
Coverage Extensions: | Fellow Employee Exclusion deleted | |
Cancellation: | 60 days, except 10 days for non-payment of premium |
2.5-6
Named Insured: | Regency GP LLC | |
Insured: | To include the Owner and Management Company | |
Continuity Dates: | May 31, 2005 | |
Limits of Liability: | $1,000,000 Aggregate | |
Retention: | $100,000 | |
Notable Exclusions and Restrictions: | TBD | |
Coverage Extensions: | Discovery Amended Bilateral 125% | |
Employment Crisis Fund Endorsement $25,000 | ||
Cancellation: | TBD |
2.5-7
Percentage of Dedicated | Percentage of Dedicated | |||||||
Working Time (prior to | Working Time (after | |||||||
completion of Haynesville | completion of Haynesville | |||||||
Name | Expansion Project) | Expansion Project) | ||||||
Martin Anthony | 80 | % | 50 | % | ||||
Pat Giroir | 80 | % | 50 | % | ||||
Brian Reese | 80 | % | 50 | % |
2.8-1