Exhibit
10.2
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment and Assumption Agreement (this
“ Agreement ”) is made effective as of
September 2, 2009 (the “ Effective Date
”), between EFS Haynesville, LLC, a Delaware limited
liability company (“ Assignor ”), and
Regency Haynesville Intrastate Gas LLC, a Delaware limited
liability company (“ Assignee
”). Assignor and Assignee are referred to in this
Agreement individually as a “ Party ” and
collectively as the “ Parties
”.
RECITALS
WHEREAS , each of Assignor and Assignee are general
partners of RIGS Haynesville Partnership Co., a Delaware general
partnership (the “ Partnership ”) and are
parties to that certain Amended and Restated General Partnership
Agreement of the Partnership dated as of March 17, 2009 (the
“ Partnership Agreement ”);
and
WHEREAS , Assignor desires to sell and transfer to
Assignee, and Assignee desires to purchase from Assignor, 52,650 GP
Units owned by Assignor (such 52,650 GP Units, the “
Purchased Units ”) in accordance with the terms
and conditions of this Agreement.
NOW, THEREFORE , for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties
agree as follows:
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Defined
Terms . Capitalized terms used but not
defined in this Agreement shall have the meanings given to such
terms in the Partnership Agreement.
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Assignment . Assignor hereby transfers,
assigns, conveys and delivers to Assignee, effective as of the time
Assignor actually receives the Purchase Price in accordance with
Section 4 below, all of Assignor’s right, title and interest
in and to the Purchased Units. After taking into account
such assignment of the Purchased Units to Assignee, Assignor
retains and owns 73,850 GP Units (the “ Retained
Units ”).
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Assumption . Assignee hereby agrees to assume
and fully perform (and protect, defend and indemnify Assignor from
and against) all obligations and liabilities arising out of or
related to the Purchased Units under the Partnership Agreement on
and after the Effective Date.
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Purchase
Price . Simultaneously with the execution
and delivery of this Agreement, Assignee shall pay to Assignor an
amount equal to $63,000,000 (the “ Purchase
Price ”) in exchange for the Purchased
Units. The Purchase Price shall be paid to Assignor in
immediately available funds pursuant to the wire instructions set
forth on Exhibit A attached hereto.
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GP Unit
Certificates . Promptly following the execution
and delivery of this Agreement and Assignor’s receipt of the
Purchase Price in accordance with Section 4, each Party shall
instruct the Partnership to (a) issue to Assignee a GP Unit
certificate evidencing Assignee as the holder of the Purchased
Units and (b) issue to Assignor a new GP Unit certificate
evidencing Assignor as the holder of the Retained
Units. Assignor agrees to surrender to the Partnership
its GP Unit certificate representing 126,500 GP Units against
delivery to Assignor of a GP Unit certificate (issued to and in the
name of Assignor and representing the Retained Units) properly
executed and delivered by the Partnership.
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Representations and Warranties
.
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Representations and Warranties of Each
Party . Each
Party hereby represents and warrants to other Party as follows as
of the Effective Date:
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Organization; Existence and Good
Standing . Such Party is a limited liability
company duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite power and
authority to own, lease and operate the properties and assets it
currently owns, leases and operates and to carry on its business as
such business is currently conducted.
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Authority;
Enforceability . Such Party has the full limited
liability company power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by
such Party and the consummation of the transactions contemplated
hereby, have been duly and validly authorized by such Party and no
other limited liability company proceedings on the part of such
Party are necessary to authorize this Agreement or to consummate
the transactions contemplated hereby. This Agreement is
duly executed and delivered
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