exv4w2






Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




BY AND AMONG



REGENCY ENERGY PARTNERS LP



AND



REGENCY LP ACQUIRER, L.P.



 









 





REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 26,
2010, by and among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”) and
REGENCY LP ACQUIRER, L.P., a Delaware limited partnership (“LP Holdings”).



     This Agreement is made in connection with LP Holdings’ and its Affiliates’ ownership of
24,679,577 common units of Regency on the date hereof.



     In consideration of the mutual covenants and agreements set forth herein and for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party
hereto, the parties hereby agree as follows:



ARTICLE I.

DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein without definition shall have
the meanings given to them in the Amended and Restated Agreement of Limited Partnership of Regency.
The terms set forth below are used herein as so defined:



     “Affiliates” means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, a specified Person.
A Person shall be deemed to control another Person if such first Person possesses, directly or
indirectly, the power to direct, or cause the direction of, the management and policies of such
other Person, whether through the ownership of voting securities, by contract or otherwise.



     “Commission” means the U.S. Securities and Exchange Commission.



     “Common Units” means 24,679,577 common units representing limited partner interests in
Regency owned by LP Holdings on the date hereof.



     “Effectiveness Period” has the meaning specified therefor in Section 2.01(a) of this
Agreement.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.



     “Holder” means the record holder of any Registrable Securities.



     “Losses” has the meaning specified therefor in Section 2.07(a) of this Agreement.



     “LP Holdings” has the meaning specified therefor in the preamble of this Agreement.



     “Managing Underwriter” means, with respect to any Underwritten Offering, the book
running lead manager of such Underwritten Offering.



 









 





     “Person” means any natural person, corporation, limited partnership, general
partnership, limited liability company, joint stock company, joint venture, association, company,
estate, trust, bank trust company, land trust, business trust, or other organization, whether or
not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a
representative capacity.



     “Regency” has the meaning specified therefor in the preamble of this Agreement.



     “Registrable Securities” means the Common Units until such time as such securities
cease to be Registrable Securities pursuant to Section 1.02 hereof.



     “Registration Expenses” has the meaning specified therefor in Section 2.06(a) of this
Agreement.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



     “Selling Expenses” has the meaning specified therefor in Section 2.06(a) of this
Agreement.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
Shelf Registration Statement.



     “Shelf Registration” has the meaning specified therefor in Section 2.01(a) of this
Agreement.



     “Shelf Registration Statement” has the meaning specified therefor in Section 2.01(a)
of this Agreement.



     “Underwritten Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis
for reoffering to the public or an offering that is a “bought deal” with one or more investment
banks.



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security when (a) a registration statement covering such Registrable Security has been
declared effective by the Commission and such Registrable Security has been sold or disposed of
pursuant to such effective registration statement; (b) such Registrable Security has been disposed
of pursuant to any section of Rule 144 (or any successor rule or regulation to Rule 144); (c) such
Registrable Security is held by Regency or one of its subsidiaries; or (d) such Registrable
Security is eligible for resale (without restriction, including but not limited to, volume
limitations) under Rule 144 (or any similar provisions then in force under the Securities Act)
under the Securities Act.



3









 





ARTICLE II.

REGISTRATION RIGHTS




     Section 2.01 Shelf Registration.



          (a) Shelf Registration. (a) At the option and upon the request of the holders of a
majority of the Common Units covered by this Agreement, Regency shall prepare and file a
registration statement under the Securities Act to permit the public resale of the Registrable
Securities from time to time as permitted by Rule 415 (or any similar provision then in force) of
the Securities Act (the “Shelf Registration Statement”). Regency shall use its reasonable best
efforts to file the Shelf Registration Statement within 45 days of any such request and cause it to
be effective as soon as reasonably practicable thereafter (the “Shelf Registration”); provided,
however, that the Partnership shall not be required to effect more than three registrations
pursuant to this Section 2.01(a). The Shelf Registration Statement filed pursuant to this Section
2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by
Regency; provided, however, that if a prospectus supplement will be used in connection with the
marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing
Underwriter at any time shall notify LP Holdings in writing that, in the sole judgment of such
Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is
of material importance to the success of the Underwritten Offering of such Registrable Securities,
Regency shall use its reasonable best efforts to include such information in such a prospectus
supplement. Regency will cause the Shelf Registration Statement filed pursuant to this Section
2.01(a) to be continuously effective under the Securities Act until all Registrable Securities
covered by the Shelf Registration Statement have been distributed in the manner set forth and as
contemplated in the Shelf Registration Statement or there are no longer any Registrable Securities
outstanding (the “Effectiveness Period”). The Shelf Registration Statement when declared effective
(including the documents incorporated therein by reference) will comply as to form with all
applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. If Regency determines in good faith that
the requested registration would be materially detrimental to Regency because such registration
would (x) materially interfere with a significant acquisition, reorganization or other similar
transaction involving Regency, (y) require premature disclosure of material information that
Regency has a bona fide business purpose for preserving as confidential or (z) render Regency
unable to comply with requirements under applicable securities laws, then Regency shall have the
right to postpone such requested registration for a period of not more than three months after
receipt of LP Holdings’ request, such right pursuant to this Section 2.01(b) not to be utilized
more than twice in any twelve-month period.



          (b) Delay Rights. Notwithstanding anything to the contrary contained herein, Regency
may, upon written notice to any Selling Holder whose Registrable Securities are included in the
Shelf Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part
of the Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of
the Registrable Securities pursuant to the Shelf Registration Statement) if Regency (i) is pursuing
a financing, acquisition, merger, reorganization, disposition or other similar transaction and
determines in good faith that its ability to pursue or consummate such a transaction would be
materially adversely affected by any required disclosure of such transaction in the Shelf
Registration Statement or (ii) has experienced some other material non-public event the disclosure
of which at such time, in the good faith judgment of Regency would materially adversely affect
Regency. Upon disclosure of such information or the termination of the condition described above,
Regency shall provide prompt notice to the Selling Holders whose Registrable Securities are
included in the Shelf Registration Statement, and shall promptly



4









 




terminate any suspension of sales it has put into effect and shall take such other actions to
permit registered sales of Registrable Securities as contemplated in this Agreement.




     Section 2.02 Underwritten Offering. In the event that the Selling Holders holding a
majority of the Common Units covered by this Agreement elect to dispose of Registrable Securities
under the Shelf Registration Statement pursuant to an Underwritten Offering, Regency shall enter
into an underwriting agreement in customary form with the Managing Underwriter or Underwriters,
which shall include, among other provisions, indemnities to the effect and to the extent provided
in Section 2.07, and shall take all such other reasonable actions as are requested by the Managing
Underwriter in order to expedite or facilitate the registration and disposition of the Registrable
Securities. In connection with any Underwritten Offering under this Agreement, Regency shall be
entitled to select the Managing Underwriter or Underwriters, subject to the consent of LP Holdings
not to be unreasonably withheld. No Selling Holder may participate in such Underwritten Offering
unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such
underwriting agreement and competes and executes all questionnaires, powers of attorney,
indemnities and other documents reasonably required under the terms of such underwriting agreement.
Each Selling Holder may, at its option, require that any or all of the representations and
warranties by, and the other agreements on the part of, Regency to and for the benefit of such
underwriters also be made to and for such Selling Holder’s benefit and that any or all of the
conditions precedent to the obligations of such underwriters under such underwriting agreement also
be conditions precedent to its obligations. No Selling Holder shall be required to make any
representations or warranties to or agreements with Regency other than representations, warranties
or agreements regarding such Selling Holder and its ownership of the securities being registered on
its behalf and its intended method of distribution and any other representation required by law.
If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to
withdraw therefrom by notice to Regency and the Managing Underwriter; provided, however, that such
withdrawal must be made up to and including the time of pricing of such offering to be effective.
No such withdrawal or abandonment shall affect Regency’s obligation to pay Registration Expenses.



     Section 2.03 Registration Procedures. In connection with its obligations contained in
Section 2.01, Regency will, as expeditiously as possible:



          (a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement;



          (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any supplement or amendment thereto, upon request,
copies of reasonably completes drafts of all such documents proposed to be filed (including
furnishing or making available exhibits and each document incorporated by reference therein to the
extent then required by the rules and regulations of the Commission), and provide each such Selling
Holder the opportunity to object to any information pertaining to such Selling Holder and its plan
of distribution that is contained therein and make the corrections reasonably requested by such
Selling Holder with respect to such information prior to filing the



5









 




Shelf Registration Statement or supplement or amendment thereto, and (ii) such number of
copies of the Shelf Registration Statement and the prospectus included therein and any supplements
and amendments thereto as such Persons may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities covered by such Shelf Registration
Statement;




          (c) if applicable, use its reasonable best efforts to register or qualify the Registrable
Securities covered by the Shelf Registration Statement under the securities or blue sky laws of
such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing
Underwriter, shall reasonably request, provided that neither Regency nor its general partner will
be required to qualify generally to transact business in any jurisdiction where it is not then
required to so qualify or to take any action which would subject it to general service of process
in any such jurisdiction where it is not then so subject;



          (d) promptly notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the filing of the
Shelf Registration Statement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration
Statement, when the same has become effective; and (ii) any written comments from the Commission
with respect to any filing referred to in clause (i) and any written request by the Commission for
amendments or supplements to the Shelf Registration Statement or any prospectus or prospectus
supplement thereto;



          (e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the happening of any
event as a result of which the prospectus or prospectus supplement contained in the Shelf
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, in the light of the circumstances then existing; (ii) the issuance or
threat of issuance by the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt
by Regency of any notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky laws of any
jurisdiction. Following the provision of such notice, Regency agrees to as promptly as practicable
amend or supplement the prospectus or prospectus supplement or take other appropriate action so
that the prospectus or prospectus supplement does not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, in the light of the circumstances then existing, and to take
such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings
related thereto;



          (f) furnish to each Selling Holder copies of any and all transmittal letters or other
correspondence with the Commission or any other governmental agency or self-regulatory body or
other body having jurisdiction (including any domestic or foreign securities exchange) relating to
such offering of Registrable Securities;



6









 





          (g) in the case of an Underwritten Offering, furnish upon request and addressed to the
underwriters and to the Selling Holders, (i) an opinion of counsel for Regency, dated the effective
date of the closing under the underwriting agreement, and (ii) a “comfort letter”, dated the
effective date of the applicable registration statement or the date of any amendment or supplement
thereto and a letter of like kind dated the date of the closing under the underwriting agreement,
in each case, signed by the independent public accountants who have certified Regency’s financial
statements included or incorporated by reference into the applicable registration statement, and
each of the opinion and the “comfort letter” shall be in customary form and covering substantially
the same matters with respect to such registration statement (and the prospectus and any prospectus
supplement included therein) and as are customarily covered in opinions of issuer’s counsel and in
accountants’ letters delivered to the underwriters in Underwritten Offerings of securities, and
such other matters as such underwriters may reasonably request;



          (h) otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least 12 months, but not more than 18
months, beginning with the first full calendar month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 promulgated thereunder;



          (i) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Regency personnel as is reasonable and customary to enable
such parties to establish a due diligence defense under the Securities Act; provided that Regency
need not disclose any information to any such representative unless and until such representative
has entered into a confidentiality agreement with Regency;



          (j) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by Regency are then listed;



          (k) use its reasonable best efforts to cause the Registrable Securities to be registered with
or approved by such other governmental agencies or authorities as may be necessary by virtue of the
business and operations of Regency to enable the Selling Holders to consummate the disposition of
such Registrable Securities;



          (l) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; and



          (m) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities, including participation in “roadshows” as are reasonably required
in order to expedite or facilitate the disposition of such Registrable Securities and Regency shall
secure the participation of its senior management for such purposes.



7









 





     Each Selling Holder, upon receipt of notice from Regency of the happening of any event of the
kind described in subsection (e) of this Section 2.03, shall forthwith discontinue disposition of
the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by subsection (e) of this Section 2.03 or until it is advised in
writing by Regency that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings incorporated by reference in the prospectus, and, if so directed
by Regency, such Selling Holder will, or will request the managing underwriter or underwriters, if
any, to deliver to Regency (at Regency’s expense) all copies in their possession or control, other
than permanent file copies then in such Selling Holder’s possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.



     Section 2.04 Cooperation by Holders. Regency shall have no obligation to include in
the Shelf Registration Statement units of a Holder who has failed to timely furnish such
information which, in the opinion of counsel to Regency, is reasonably required in order for the
Shelf Registration Statement or any prospectus or prospectus supplement thereto, as applicable, to
comply with the Securities Act.



     Section 2.05 Restrictions on Public Sale by Holders of Registrable Securities. Each
Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to
effect any public sale or distribution of the Registrable Securities during the lock-up period
contained in a prospectus supplement filed with the Commission with respect to the pricing of an
Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of
the commencement and termination of such period with respect to any such Underwritten Offering and
(ii) the duration of the foregoing restrictions shall be no longer than the duration of the
shortest restriction generally imposed by the underwriters on Regency or on the officers or
directors or any other unitholder of Regency on whom a restriction is imposed.



     Section 2.06 Expenses.



          (a) Certain Definitions. “Registration Expenses” means all expenses incident
to Regency’s performance under or compliance with this Agreement to effect the registration of
Registrable Securities in a Shelf Registration, and the disposition of such securities, including,
without limitation, all registration, filing, securities exchange listing fees, all registration,
filing, qualification and other fees and expenses of complying with securities or blue sky laws,
fees of the Financial Industry Regulatory Authority, transfer taxes and fees of transfer agents and
registrars, all word processing, duplicating and printing expenses, the fees and disbursements of
counsel and independent public accountants for Regency, including the expenses of any special
audits or “comfort letters” required by or incident to such performance and compliance. Except as
otherwise provided in Section 2.07 hereof, Regency shall not be responsible for legal fees incurred
by Holders in connection with the exercise of such Holders’ rights hereunder. In addition, Regency
shall not be responsible for any “Selling Expenses,” which means all underwriting fees, discounts
and selling commissions allocable to the sale of the Registrable Securities.



          (b) Expenses. Regency will pay all Registration Expenses in connection with any Shelf
Registration Statement filed pursuant to Section 2.01(a) of this Agreement, whether or



8









 




not the Shelf Registration Statement becomes effective or any sale is made pursuant to the
Shelf Registration Statement. Each Selling Holder shall pay all Selling Expenses in connection with
any sale of its Registrable Securities hereunder.




     Section 2.07 Indemnification.



          (a) By Regency. In the event of a registration of any Registrable Securities under
the Securities Act pursuant to this Agreement, Regency will indemnify and hold harmless each
Selling Holder thereunder, its directors and officers and each underwriter pursuant to the
applicable underwriting agreement with such underwriter and each Person, if any, who controls such
Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act,
against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees
and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or
underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Shelf Registration Statement, any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, and will reimburse each such Selling
Holder, its directors and officers, each such underwriter and each such controlling Person for any
legal or other expenses reasonably incurred by them in connection with investigating or defending
any such Loss or actions or proceedings; provided, however, that Regency will not be liable in any
such case if and to the extent that any such Loss arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in conformity with
information furnished by such Selling Holder, such underwriter or such controlling Person in
writing specifically for use in the Shelf Registration Statement or any prospectus contained
therein or any amendment or supplement thereof. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Selling Holder or any such
director, officer or controlling Person, and shall survive the transfer of such securities by such
Selling Holder.



          (b) By Each Selling Holder. Each Selling Holder agrees severally and jointly to
indemnify and hold harmless Regency, its directors and officers, and each Person, if any, who
controls Regency within the meaning of the Securities Act or of the Exchange Act to the same extent
as the foregoing indemnity from Regency to the Selling Holders, but only with respect to
information regarding such Selling Holder furnished in writing by or on behalf of such Selling
Holder expressly for inclusion in the Shelf Registration Statement or any prospectus contained
therein or any amendment or supplement thereof relating to the Registrable Securities; provided,
however, that the liability of each Selling Holder shall not be greater in amount than the dollar
amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale
of the Registrable Securities giving rise to such indemnification.



          (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in



9









 




writing thereof, but the omission so to notify the indemnifying party shall not relieve it
from any liability which it may have to any indemnified party other than under this Section 2.07.
The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified
party and, after notice from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be liable to such
indemnified party under this Section 2.07 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense and employ counsel or (ii) if the defendants in
any such action include both the indemnified party and the indemnifying party and counsel to the
indemnified party shall have concluded that there may be reasonable defenses available to the
indemnified party that are different from or additional to those available to the indemnifying
party, or if the interests of the indemnified party reasonably may be deemed to conflict with the
interests of the indemnifying party, then the indemnified party shall have the right to select a
separate counsel and to assume such legal defense and otherwise to participate in the defense of
such action, with the reasonable expenses and fees of one such separate counsel (firm) and other
reasonable expenses related to such participation to be reimbursed by the indemnifying party as
incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle
any action brought against it with respect to which it is entitled to indemnification hereunder
without the consent of the indemnifying party, unless the settlement thereof imposes no liability
or obligation on, and includes a complete and unconditional release from all liability of, the
indemnifying party.




          (d) Contribution. If the indemnification provided for in this Section 2.07 is held by
a court or government agency of competent jurisdiction to be unavailable to Regency or any Selling
Holder or is insufficient to hold it harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Losses as between Regency on the one hand and
such Selling Holder on the other hand, in such proportion as is appropriate to reflect the relative
fault of Regency on the one hand and of such Selling Holder on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other relevant equitable
considerations; provided, however, that in no event shall such Selling Holder be required to
contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses)
received by such Selling Holder from the sale of Registrable Securities giving rise to such
indemnification. The relative fault of Regency on the one hand and each Selling Holder on the
other hand shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
has been made by, or relates to, information supplied by such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The parties hereto agree that it would not be just and equitable if contributions
pursuant to this paragraph were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the first
sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses
referred to in the first sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with investigating or
defending any Loss which is the subject of this paragraph. No person guilty of



10









 




fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.




          (e) Other Indemnification. The provisions of this Section 2.07 shall be in addition
to any other rights to indemnification or contribution which an indemnified party may have pursuant
to law, equity, contract or otherwise.



     Section 2.08 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, Regency agrees to use its reasonable best efforts
to:



          (a) Make and keep public information regarding Regency available, as those terms are
understood and defined in Rule 144 of the Securities Act, at all times from and after the date
hereof;



          (b) File with the Commission in a timely manner all reports and other documents required of
Regency under the Securities Act and the Exchange Act at all times from and after the date hereof;
and



          (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request a copy of the most recent annual or quarterly report of Regency, and such other reports and
documents so filed as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities without registration.



     Section 2.09 Transfer or Assignment of Registration Rights. The rights to cause
Regency to include Registrable Securities in a Shelf Registration Statement may be transferred or
assigned by LP Holdings to one or more transferee(s) or assignee(s) of such Registrable Securities,
provided that (a) such transferee or assignee is an Affiliate of LP Holdings or receives at least
20% of the Common Units covered by this Agreement, (b) Regency is given written notice prior to any
said transfer or assignment, stating the name and address of each such transferee and identifying
the securities with respect to which such registration rights are being transferred or assigned,
and (c) each such transferee or assignee assumes in writing responsibility for its portion of the
obligations of LP Holdings under this Agreement.



     Section 2.10 Information by Holder. Any Holder or Holders of Registrable Securities
included in any registration statement shall promptly furnish to Regency such information regarding
such Holder or Holders and the distribution proposed by such Holder or Holders as Regency may
reasonably request and as shall be required in connection with any registration, qualification or
compliance referred to herein.



ARTICLE III.

MISCELLANEOUS




     Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, courier service or personal delivery:



     if to Regency to:



11









 




Regency Energy Partners LP

2001 Bryan Street, Suite 3700

Dallas, TX 75201

Telephone:

Facsimile:

Attention: Chief Legal Officer



with a copy to:



Mayor Brown LLP

700 Louisiana Street

Houston, TX 77002

Telephone: (713) 328-2718

Facsimile: (713) 238-4888

Attention: Dan A. Fleckman



if to LP Holdings to:



GE Energy Financial Services

800 Long Ridge Road

Stanford, Connecticut 06927

Telephone: (203) 316-7355

Facsimile: (203) 961-2606

Attention: Portfolio-Regency



With a copy (not itself constituting notice) to:



GE Energy Financial Services

800 Long Ridge Road

Stanford, Connecticut 06927

Telephone: (203) 357-4151

Facsimile: (203) 357-6632

Attention: General Counsel



and



Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Telephone: (212) 906-1259

Facsimile: (212) 751-4864

Attention: Charles E. Carpenter




     All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by any other means.



12









 





     Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



     Section 3.03 Assignment of Rights. All or any portion of the rights and obligations
of LP Holdings under this Agreement may be transferred or assigned by LP Holdings only in
accordance with Section 2.09 of this Agreement.



     Section 3.04 Recapitalization, Exchanges, etc. Affecting the Common Units. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any
and all units of Regency or any successor or assign of Regency (whether by merger, consolidation,
sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution
of, the Registrable Securities, and shall be appropriately adjusted for combinations,
recapitalizations and the like occurring after the date of this Agreement.



     Section 3.05 Specific Performance. Damages in the event of breach of this Agreement
by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed
that each such Person, in addition to and without limiting any other remedy or right it may have,
will have the right to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction or other equitable
relief. The existence of this right will not preclude any such Person from pursuing any other
rights and remedies at law or in equity which such Person may have.



     Section 3.06 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.



     Section 3.07 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



     Section 3.08 Governing Law. The laws of the State of Delaware shall govern this
Agreement without regard to principles of conflict of laws.



     Section 3.09 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.



     Section 3.10 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by Regency set forth herein. This



13









 




Agreement supersedes all prior agreements and understandings between the parties with respect
to such subject matter.




     Section 3.11 Amendment. This Agreement may be amended only by means of a written
amendment signed by Regency and the Holders of a majority of the then outstanding Registrable
Securities; provided, however, that no such amendment shall materially and adversely affect the
rights of any Holder hereunder without the consent of such Holder.



     Section 3.12 No Presumption. In the event any claim is made by a party relating to
any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or
persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the
request of a particular party or its counsel.



[Signature page follows]






14









 







IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 	 
	 	 	REGENCY ENERGY PARTNERS LP	
	 
	 	 	 	 	
	 

	 	By:
	 	Regency GP LP, its General Partner	
	 
	 	 	 	 	
	 

	 	By:
	 	Regency GP LLC, its General Partner	
	 
	 	 	 	 	
	 

	 	By:  	/s/ Byron R. Kelley 	
	 

	 	 	 	 
	 

	 		Name:	  Byron R. Kelley	
	 

	 	 	 	 	
	 

	 		Title:	  Chairman, President and
Chief Executive Officer	
	 

	 	 	 	 	
	 
	 	 	 	 	
	 	 	REGENCY LP ACQUIRER, L.P.	
	 
	 	 	 	 	
	 

	 	By:
	 	EFS Regency GP Holdco II, LLC,

its General Partner	
	 
	 	 	 	 	
	 

	 	By:
	 	Aircraft Services Corporation,

its Managing Member	
	 
	 	 	 	 	
	 

	 	By:  	/s/ Mark Mellana	
	 

	 	 	 	
	 

	 		Name:	  Mark Mellana	
	 

	 	 	 	 	
	 

	 		Title:	  Authorized Signatory	
	 

	 	 	 	 	
	 

	 		 	 	






[Signature
page to Registration Rights Agreement (Regency Energy Partners LP)]