exv4w1



 







Exhibit 4.1






					
	 CERTIFICATE NO.
	 	CERTIFICATE EVIDENCING COMMON UNITS

REPRESENTING LIMITED PARTNERSHIP INTERESTS
IN
REGENCY ENERGY PARTNERS LP
	 	 COMMON UNITS






     In accordance with Section 4.1 of the Agreement of Limited Partnership of Regency Energy
Partners LP, as amended, supplemented or restated from time to time (the “Partnership Agreement”),
Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”), hereby certifies
that the holder (the “Holder”) is the registered owner of Common Units representing limited partner
interests in the Partnership (the “Common Units”) transferable on the books of the Partnership, in
person or by duly authorized attorney, upon surrender of this Certificate properly endorsed and
delivered to the Partnership for registration or transfer. The rights, preferences and limitations
of the Common Units are set forth in, and this Certificate and the Common Units represented hereby
are issued and shall in all respects be subject to the terms and provisions of, the Partnership
Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge
on delivery of written request to the Partnership at, the principal office of the Partnership
located at 1700 Pacific, Suite 2900, Dallas, Texas 75201. Capitalized terms used herein but not
defined shall have the meanings given them in the Partnership Agreement.



     The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and
agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have
executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right,
power and authority and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv)
made the waivers and given the consents and approvals contained in the Partnership Agreement.



     This Certificate shall not be valid for any purpose unless it has been countersigned and
registered by the Transfer Agent and Registrar.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	Regency Energy Partners LP
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	By:	 	Regency GP, LP,
its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	By:	 	 	 	Regency GP, LLC,
its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	President
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Secretary





Countersigned and Registered by:




      TRANSFER AGENT AND REGISTRAR



	 	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signature






 









 





[Reverse of Certificate]




ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as follows according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM
	 	—	 	as tenants in common	 	 	 	UNIF GIFT/TRANSFERS MIN ACT- TEN
	 
	 	 	 	 	 	 	 	 	 	 
	TEN ENT

	 	—	 	as tenants by the entireties
	 	 	 	 

(Cust)
	 	 

(Minor)
	 
	 	 	 	 	 	 	 	 	 	 
	JT TEN
	 	—	 	as joint tenants with right of
	 	 	 	

	 
	 	 	 	survivorship and not as tenants
	 	 	 	under Uniform Gifts/Transfers to CD Minors

	 

	 	 	 	in common

	 	 	 	Act                     
                    
                                        
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	(State)






Additional abbreviations, though not in the above list, may also be used.




 









 








ASSIGNMENT OF COMMON UNITS

IN

REGENCY ENERGY PARTNERS LP




     FOR VALUE RECEIVED,                     hereby assigns, conveys, sells and transfers
unto



	 	 	 
	 

	 	 
	(Please print or typewrite name and address of Assignee)

	 	(Please insert Social Security or other identifying
number of Assignee)





                    Common Units representing limited partner interests evidenced by this Certificate,
subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint
                    as its attorney-in-fact with full power of substitution to transfer the
same on the books of Regency Energy Partners LP




	 	 	 
	Date:                    
                    
                                        

	 	NOTE: The signature to any endorsement
hereon must correspond with the name
as written upon the face of this
Certificate in every particular,
without alteration, enlargement or
change.
	 
	 	 
	SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17d-15.

	 	 

(Signature)




 

(Signature)
	 
	 	 
	 

SIGNATURE(S) GUARANTEED
	 	 





No transfer of the Common Units evidenced hereby will be registered on the books of the
Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered
for registration or transfer.