Exhibit 10.3
September 14, 2006
Energy Transfer Partners,
L.P.
8801 South Yale Avenue
Tulsa, Oklahoma 74137
Ladies and Gentlemen:
Reference is hereby made to
(i) that certain Purchase and Sale Agreement (the
“CCE Acquisition Agreement” ), dated as of
September 14, 2006, by and among Energy Transfer Partners,
L.P., a Delaware limited partnership ( “ETP” ),
EFS-PA, LLC, a Delaware limited liability company (
“EFS-PA” ), CDPQ Investments (U.S.) Inc., a
Delaware corporation, Lake Bluff Inc., a Delaware corporation,
Merrill Lynch Ventures, L.P. 2001, a Delaware limited partnership,
and Kings Road Holdings I LLC, a Delaware limited liability
company, and (ii) that certain Redemption Agreement (the
“Redemption Agreement” ), dated as of
September 14, 2006, by and between CCE Holdings, LLC, a
Delaware limited liability company ( “CCE
Holdings” ), and ETP. Capitalized terms used herein but
not defined herein shall have the meanings set forth in the
Redemption Agreement.
Upon the closing of the transactions
contemplated by the CCE Acquisition Agreement, CCE Acquisition LLC,
a Delaware limited liability company ( “CCE
Acquisition” ), and CCEA Corp., a Delaware corporation
(“ CCEA ”), which are wholly owned subsidiaries
of Southern Union Company ( “Southern Union” ),
and ETP will own all of the membership interests in CCE Holdings.
This letter is to set forth the understanding between Southern
Union and ETP as to certain matters pertaining to the ownership and
operation of CCE Holdings.
1. Waiver of Right of First
Refusal. Promptly following the execution and delivery of this
letter agreement, Southern Union will cause CCE Acquisition and
CCEA to execute and deliver to ETP a waiver of their rights under
Section 8.4 of the Amended and Restated Limited Liability
Company Agreement, dated as of November 5, 2004, as amended,
of CCE Holdings, related to the transfer of Class B Membership
Interests pursuant to the CCE Acquisition Agreement.
2. Actions Upon Closing of CCE
Acquisition Agreement. Upon the closing of the transactions
contemplated by the CCE Acquisition Agreement:
(a) Southern Union will cause CCE
Acquisition and CCEA to enter into, and ETP will enter into, that
certain Second Amended and Restated Limited Liability Company
Agreement of CCE Holdings in the form attached hereto as Exhibit
A .
(b) The parties hereto will cause
CCE Holdings, and Southern Union will cause its indirect, wholly
owned subsidiary, SU Pipeline Management LP, to enter into that
certain Amended and Restated Administrative Services Agreement in
the form attached hereto as Exhibit B ; and
Energy Transfer Partners,
L.P.
September 14, 2006
Page 2
(c) The Transfer Restriction
Agreement dated as of November 4, 2004 given by Southern Union
in favor of EFS-PA automatically shall terminate.
3. Actions Upon Termination of
Redemption Agreement. If the transactions contemplated by the
CCE Acquisition Agreement have been consummated but the
transactions contemplated by the Redemption Agreement have not been
consummated and the Redemption Agreement has been terminated,
(i) Southern Union will cause CCE Acquisition and CCEA to, and
ETP shall, enter into that certain Third Amended and Restated
Limited Liability Company Agreement of CCE Holdings in
substantially the form attached hereto an Exhibit C , with
such changes thereto as mut
