exv10w2






Exhibit 10.2




Execution Version




VOTING AGREEMENT




          VOTING AGREEMENT, dated as of April 30, 2010 (this “Agreement”), by and between Regency
Haynesville Intrastate Gas LLC, a Delaware limited liability company (“Regency”), and EFS
Haynesville, LLC, a Delaware limited liability company (“EFS”) (Regency and EFS are referred to
herein as “Parties” and each as a “Party”).




W I T N E S S E T H:




          WHEREAS, pursuant to that certain Assignment and Assumption Agreement dated as of the date
hereof, by and between Regency and EFS, EFS has agreed to transfer 76,989 GP Units in RIGS
Haynesville Partnership Co., a Delaware general partnership (the “Partnership”) to Regency and
Regency has agreed to acquire such interest in the Partnership (the “Transfer”);




          WHEREAS, upon consummation of the Transfer, EFS will continue to own 151 GP Units in the
Partnership (the “Covered GP Units” (which term includes a reference to the Sharing Ratio
represented thereby));




          WHEREAS, the Parties wish to provide that in connection with the Transfer and in consideration
thereof, EFS will agree to vote the Covered GP Units as directed by Regency in accordance with the
terms hereof;




          WHEREAS, in order to secure the voting agreement provided herein, EFS desires to give to
Regency and Regency desires to accept an irrevocable proxy as to the voting rights of the Covered
GP Units;




          NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements herein contained, and intending to be legally bound hereby, the Parties
hereto agree as follows:




ARTICLE I




GENERAL



     1.1 Defined Terms. The following capitalized terms, as used in this Agreement, shall
have the meanings set forth below.



          “Business Day” means any day other than a Saturday or Sunday or a day on which banks are
required or authorized to be closed in the city of New York, New York.




          “Partnership Agreement” means that certain Second Amended and Restated General Partnership
Agreement of the Partnership dated as of December 18, 2009 by and among Regency, EFS, Alinda Gas
Pipeline I, L.P. and Alinda Gas Pipeline II, L.P., as amended by that certain First Amendment to
Second Amended and Restated General Partnership Agreement made effective as of March 9, 2010 and as
may be further amended from time to time.







 









 








          “Person” means any individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity, or any group
comprised of two or more of the foregoing.




     1.2 Terms Defined in the Partnership Agreement. Capitalized terms used in this
Agreement that are not defined herein and are defined in the Partnership Agreement are used herein
as defined in the Partnership Agreement.



ARTICLE II




VOTING



     2.1 Agreement to Vote. EFS hereby irrevocably and unconditionally agrees that during
the term of this Agreement, at any meeting of the Partnership or the Management Committee
(including any adjournments or postponements of any such meeting), and in connection with any
written consent of the Partners of the Partnership or consent of the MC Members in lieu of a
meeting (including any time the Partners vote on, or consent to, or otherwise take action with
respect to any matter whether as Partners or as MC Members), EFS shall, in each case to the fullest
extent that EFS is entitled to vote the Covered GP Units thereon or consent or otherwise take
action with respect thereto, cause the Covered GP Units to be voted in person or by proxy (or cause
a written consent to be executed either directly or by proxy, if applicable) or other action to be
taken in the manner directed by Regency in its Sole Discretion on any and all matters submitted for
approval or consent of, or otherwise acted upon by, the Partners of the Partnership or the MC
Members of the Management Committee. Without limiting the generality of the foregoing, EFS agrees
and confirms that the foregoing voting agreement includes EFS’s right to designate one MC Member
and to remove or replace such MC Member from time to time in its Sole Discretion so that such right
shall be exercised in the manner directed by Regency in its Sole Discretion.



     2.2 No Inconsistent Agreements. EFS hereby covenants and agrees that, except for this
Agreement, EFS (a) has not entered into, and shall not enter into at any time while this Agreement
remains in effect, any voting agreement or voting trust with respect to the Covered GP Units,
(b) has not granted, and shall not grant at any time while this Agreement remains in effect, a
proxy (except pursuant to Section 2.3 hereof), consent or power of attorney with respect to the
Covered GP Units and (c) has not taken and shall not knowingly take any action that would make any
representation or warranty of EFS contained herein untrue or incorrect or have the effect of
preventing or disabling EFS from performing any of its obligations under this Agreement.



     2.3 Proxy. EFS hereby irrevocably appoints as its proxy and attorney-in-fact,
Regency, and each of its successors and assigns (collectively, the “Grantee”), with full power of
substitution and resubstitution, from the date hereof to the termination of this Agreement in
accordance with Section 5.1, to vote (or take action by written consent or otherwise act upon) with
respect to the Covered GP Units in accordance with Section 2.1 hereof and, in the Sole Discretion
of the Grantee on any other matter submitted for approval of, or otherwise acted upon



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by, the Partners of the Partnership or by the MC Members of the Management Committee (whether
at a meeting of Partners or the Management Committee, any adjournments or postponements thereof or
pursuant to an action by written consent or otherwise) and to sign or execute on behalf of EFS (as
a Partner of record of the Partnership as of the record date for any action) any ballot, proxy,
consent, certificate or other document relating to the Partnership or the Management Committee that
the law permits or requires, in a manner consistent with Section 2.1 of this Agreement. This proxy
is coupled with an interest and is intended to secure the voting agreements provided for in this
Agreement and shall be irrevocable, and EFS will take such further action or execute such other
instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by EFS with respect to the Covered GP Units. The irrevocable proxy set forth in
this Section 2.3 shall be valid and irrevocable until the termination of this Agreement in accordance
with Section 5.1. EFS hereby ratifies and confirms all that the Grantee may lawfully do or cause to
be done by virtue hereof. EFS acknowledges and agrees that the vote by (or consent or other action
of) the Grantee (or its substitutes) shall control in any conflict between the vote by such Grantee
(or its substitutes) of such Covered GP Units (or consent or other action of such Grantee (or its
substitutes) with respect to such Covered GP Units) and a vote by EFS of such Covered GP Units (or
consent or other action of EFS with respect to such Covered GP Units).




     2.4 Purchase and Sale of the Covered GP Units. Unless this Agreement is terminated in
accordance with its terms, EFS agrees that it shall not, and shall not suffer or permit any Person
to, option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or
otherwise convey or dispose of EFS’s record or beneficial ownership or voting power of any of the
Covered GP Units including by merger, consolidation, conversion, distribution (including
liquidating distribution) or otherwise (each, a “Conveyance”) to any Person unless such Person
agrees to be bound by the terms of this Agreement and grants to Regency an irrevocable proxy on the
same terms as provided in Section 2.3 of this Agreement, and any Conveyance that does not strictly
comply with the requirements of this Section 2.4 shall be null and void ab initio.



ARTICLE III




REPRESENTATIONS AND WARRANTIES



     3.1 Representations and Warranties of EFS. EFS hereby represents and warrants to
Regency as follows:



          (a) Organization; Authorization; Validity of Agreement; Necessary Action. EFS is duly
organized and is validly existing and in good standing under the laws of the jurisdiction of its
formation. EFS has the requisite power and authority to execute and deliver this Agreement and to
carry out its obligations hereunder. The execution and delivery by EFS of this Agreement and the
performance by it of its obligations hereunder have been duly and validly authorized by EFS and no
other actions or proceedings on the part of EFS are necessary to authorize the execution and
delivery by it of this Agreement, the performance by it of its obligations hereunder or the
consummation by it of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by EFS and constitutes a legal, valid and binding agreement of EFS, enforceable
against it in accordance with its terms, subject to






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bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general equitable
principles.




          (b) No Violation. Neither the execution and delivery of this Agreement by EFS, nor
the performance by EFS of its obligations under this Agreement, nor the consummation by EFS of the
transactions contemplated hereby nor compliance by EFS with any of the provisions herein will
(i) result in a violation or breach of or conflict with the governing documents of EFS, or
(ii) violate any judgments, decrees, injunctions, rulings, awards, settlements, stipulations,
orders or law applicable to EFS or any of its respective properties, rights or assets.




          (c) Ownership Interest. The Covered GP Units constitute the only GP Units that EFS
owns in which EFS has any ownership interest.




ARTICLE IV




OTHER COVENANTS



     4.1 Prohibitions. EFS hereby agrees it shall not (i) enter into any agreement,
arrangement or understanding with any Person, or take any other action, that violates or conflicts
with or would reasonably be expected to violate or conflict with, or result in or give rise to a
violation of or conflict with, EFS’s representations, warranties, covenants and obligations under
this Agreement; or (ii) take any action that could restrict or otherwise affect EFS’s legal power,
authority and right to comply with and perform its covenants and obligations under this Agreement.



     4.2 Further Assurances. From time to time, at Regency’s request and without further
consideration, EFS shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary or advisable to effect the actions and consummate the
transactions contemplated by this Agreement.



     4.3 Information. Regency agrees to provide EFS with such information as it may
reasonably request concerning the Partnership including, if so requested, information provided to
MC Members; provided, that any such information provided by Regency to EFS shall be treated as
information provided or made available by or on behalf of the Partnership or its Authorized
Representatives to a Partner or its Authorized Representatives for purposes of the definition of
“Confidential Information” in the Partnership Agreement and Section 9.4 of the Partnership
Agreement.



ARTICLE V




MISCELLANEOUS



     5.1 Termination. This Agreement shall remain in effect until the termination of the
Partnership in accordance with Article X of the Partnership Agreement. Nothing in this Section 5.1
and no termination of this Agreement shall relieve or otherwise limit any Party of liability (in



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contract, tort or otherwise, and whether existing in law or equity) for any breach of this
Agreement.




     5.2 No Ownership Interest. Nothing contained in this Agreement shall be deemed to
vest in Regency any direct or indirect ownership or incidence of ownership of or with respect to
any Covered GP Units. All rights, ownership and economic benefits of and relating to the Covered
GP Units shall remain vested in and belong to EFS, and Regency shall have no authority to direct
EFS in the voting or disposition of any of the Covered GP Units, except as otherwise provided
herein. Nothing herein authorizes Regency to agree on behalf of EFS to any modification, amendment
to or waiver under the Partnership Agreement; provided, however, that Regency may agree to any such
modifications, amendments or waivers so long as they do not materially and adversely affect the
Covered GP Units.



     5.3 Notices. All notices and other communications hereunder shall be in writing and
shall be deemed given on the date sent if delivered personally, telecopied or sent by electronic
mail, on the first Business Day following the date of dispatch if delivered by a recognized next
day courier service or on the third Business Day following the date of mailing if delivered by
registered or certified mail, return receipt requested, post prepaid. All notices hereunder shall
be delivered as set forth below, or pursuant to such other instructions as may be designated in
writing by the Party to receive such notice:



          (a) if to Regency to:



Chief Legal Officer

Regency Energy Partners LP

2001 Bryan Street

Suite 3700

Dallas, TX 75201

Fax: 214-840-5155

E-mail: no e-mail notice to Regency




          With a copy to:



Dan Fleckman

Mayer Brown

700 Louisiana Street

Suite 3400

Houston, TX 77002

Fax: 713-238-4718

E-mail: dfleckman@mayerbrown.com




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     (b) if to EFS to:


GE Energy Financial Services

Attn: Portfolio Manager, Regency

800 Long Ridge Road

Stamford, CT 06927

Fax: 203-961-2606

E-Mail: no e-mail notice to EFS



           With a copy to:



GE Energy Financial Services

Attn: General Counsel

800 Long Ridge Road

Stamford, CT 06927

Fax: 203-357-6632

E-Mail: no e-mail notice to EFS




     5.4 Interpretation. This Agreement is the product of negotiation by the Parties
having the assistance of counsel and other advisers. It is the intention of the Parties that this
Agreement not be construed more strictly with regard to one Party than with regard to the other.



     5.5 Counterparts. This Agreement may be executed by facsimile and in counterparts,
all of which shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each of the Parties and delivered to the other Parties, it being
understood that all Parties need not sign the same counterpart.



     5.6 Entire Agreement. This Agreement embodies the complete agreement and
understanding among the Parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the Parties, written
and oral, that may have related to the subject matter hereof in any way.



     5.7 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.



          (a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, regardless of the laws that might otherwise govern under applicable principles of
conflicts of laws thereof. The Parties agree that irreparable damage would occur and that the
Parties would not have any adequate remedy at law in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the Parties shall, to the fullest extent permitted by applicable law, be
entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in the Court of Chancery of the State of
Delaware (and any appellate court of the State of Delaware) and the Federal courts of the United
States of America located in the State of Delaware, this being in addition to any other remedy to
which they are entitled at law or in equity. In addition, to the fullest extent permitted by
applicable law, each of the Parties hereto (i) consents to submit itself to the personal
jurisdiction of the Court of Chancery of the State of Delaware (and any






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appellate court of the State of Delaware) and the Federal courts of the United States of
America located in the State of Delaware in the event any dispute arises out of this Agreement or
the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any such court and
(iii) agrees that it will not bring any action relating to this Agreement or the transactions
contemplated by this Agreement in any court other than the Court of Chancery of the State of
Delaware or a Federal court of the United States of America located in the State of Delaware.




          (b) Each Party hereto hereby waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any suit, action or other proceeding arising out
of this Agreement or the transactions contemplated hereby. Each Party hereto (i) certifies that no
representative, agent or attorney of any other Party has represented, expressly or otherwise, that
such Party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing
waiver and (ii) acknowledges that it and the other Parties hereto have been induced to enter into
this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.7.




          (c) To the fullest extent permitted by applicable law, each Party hereto irrevocably consents
to the service of process out of any of the aforementioned courts in any suit, action or other
proceeding arising out of this Agreement by the mailing of copies thereof by registered mail to
such Party at its address set forth in this Agreement, such service of process to be effective upon
acknowledgement of receipt of such registered mail; provided that nothing in this Agreement shall
affect the right of any Party to serve legal process in any other manner permitted by law.




     5.8 Amendment; Waiver. This Agreement may not be amended except by an instrument in
writing signed by each of the Parties. Each Party may waive any right of such Party hereunder by
an instrument in writing signed by such Party and delivered to the other Party.



     5.9 Remedies.



          (a) Each Party hereto acknowledges that monetary damages would not be an adequate remedy in
the event that any covenant or agreement in this Agreement is not performed in accordance with its
terms, and it is therefore agreed that, in addition to and without limiting any other remedy or
right it may have, the non-breaching Party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any
such breach and enforcing specifically the terms and provisions hereof. Each Party hereto agrees
not to oppose the granting of such relief in the event a court determines that such a breach has
occurred, and to waive any requirement for the securing or posting of any bond in connection with
such remedy.




          (b) All rights, powers and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any Party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such Party.







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     5.10 Severability. Any term or provision of this Agreement which is determined by a
court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all
cases so long as neither the economic nor legal substance of the transactions contemplated hereby
is affected in any manner adverse to any Party or its Partners. Upon any such determination, the
Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the Parties as closely as possible and to the
end that the transactions contemplated hereby shall be fulfilled to the maximum extent possible.



     5.11 Successors and Assigns; Third Party Beneficiaries. Neither this Agreement nor
any of the rights or obligations of any Party under this Agreement shall be assigned, in whole or
in part (by operation of law or otherwise), by any Party without the prior written consent of the
other Party hereto. Subject to the foregoing, this Agreement shall bind and inure to the benefit
of and be enforceable by the Parties hereto and their respective successors and permitted assigns.
Nothing in this Agreement, express or implied, is intended to confer on any Person other than the
Parties hereto or their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.



[Remainder of this page intentionally left blank]




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          IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their
respective officers or other authorized Person thereunto duly authorized) as of the date first
written above.




	 	 	 	 	 
	 	REGENCY HAYNESVILLE INTRASTATE GAS LLC

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

 	 
	 	By:  	/s/ Mark T. Mellana
 	 
	 	 	Name:  	Mark T. Mellana 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page

Voting Agreement