exv4w3






Exhibit 4.3




INVESTOR RIGHTS AGREEMENT




     This Investor Rights Agreement (this “Agreement”) is made and entered into effective
as of May 26, 2010, by and among Regency LP Acquirer LP, a Delaware limited partnership
(the “Investor”), Regency GP LP, a Delaware limited partnership (the “General
Partner”), and Regency GP LLC, a Delaware limited liability (the “Company”) and Energy
Transfer Equity, L.P., a Delaware limited partnership (the “Sole Member,” and collectively
with the General Partner and the Company, the “Partnership Parties”). The above-named
entities are sometimes referred to in this Agreement each as a “Party” and collectively as
the “Parties.”



     Capitalized terms used but not defined herein have the meanings ascribed to such terms in the
Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP
(“Regency”), dated February 3, 2006, as amended through the date of this Agreement (the
“Regency Partnership Agreement”).



R E C I T A L S




     A. The Company is the general partner of the General Partner.



     B. Pursuant to that certain General Partner Purchase Agreement dated as of May 10, 2010 (the
“GP Purchase Agreement”) by and among the Sole Member, ETE GP Acquirer LLC, a Delaware
limited liability company (“ETE GP Buyer”), and Regency GP Acquirer LP, a Delaware limited
partnership and an affiliate of the Investor (“Seller”), Seller has agreed to transfer (i)
100% of the membership interests in the Company and (ii) the 99.999% limited partner interest in
the General Partner (collectively, the “Acquired GP Interests”) to ETE GP Buyer in exchange
for the acquisition of 3,000,000 convertible preferred units (the “Convertible Preferred
Units”) of the Sole Member having the terms set forth in Amendment No. 3 to the Third Amended
and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (the “ETE
Partnership Agreement”)).



     C. As a condition to Seller’s sale of the Acquired GP Interests, the Partnership Parties have
agreed to grant the Investor certain management and investor rights as more fully set forth herein
and the Investor has agreed to be bound by the obligations set forth herein.



     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter
set forth, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


1. REPRESENTATIONS AND WARRANTIES.




     1.1 Representations and Warranties by the Investor: The Investor hereby represents
and warrants to the Partnership Parties as follows:



          (a) Authorization and Execution. (i) The Investor has all requisite partnership power
and authority to execute and deliver this Agreement and to perform its obligations under this
Agreement; (ii) the execution, delivery and performance of this Agreement by the Investor and the
consummation of the transactions contemplated hereby have been duly authorized by all





 









 







requisite partnership action on the part of the Investor; (iii) this Agreement has been duly
executed and delivered by the Investor and constitutes a legal, valid and binding obligation of the
Investor, enforceable against it in accordance with its terms, subject as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and (iv) no governmental
consent, approval, authorization, notification, license or clearance, and no filing or registration
by the Investor with any governmental or regulatory authority, is required in order to permit the
Investor to perform its obligations under this Agreement, except for such as have been obtained.




          (b) Non-Contravention. The execution and delivery by the Investor of this Agreement,
the performance by the Investor of its obligations hereunder, the consummation of the transactions
contemplated hereby by the Investor and compliance by the Investor with the provisions hereof do
not conflict with or result in any violation of, or default (with or without notice or lapse of
time, or both) under, or give rise to right of termination, cancellation or acceleration of any
obligation or to the loss of a benefit under, or give rise to a right of purchase under, result in
the creation of any lien on any of the assets of the Investor or otherwise result in a detriment to
the Investor under, (i) the agreement of limited partnership of the Investor (as amended to date),
(ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise or license to which the Investor is a party or by which
the Investor or any of its properties or assets is bound or (iii) any judgment, decree, order,
writ, statute, rule or regulation applicable to the Investor (other than any filing that may be
required under Section 13(d) and 16 of the Securities Exchange Act of 1934, as amended).




     1.2 Representations and Warranties by the Partnership Parties. Each of the Partnership
Parties hereby jointly and severally represents and warrants to the Investor as follows:



          (a) Authorization and Execution. (i) Each Partnership Party has all requisite limited
partnership or limited liability company power and authority, as the case may be, to execute and
deliver this Agreement and to perform its obligations under this Agreement; (ii) the execution,
delivery and performance of this Agreement by each Partnership Party and the consummation of the
transactions contemplated hereby have been duly authorized by all requisite limited partnership or
limited liability company action, as the case may be, on the part of such Partnership Party; (iii)
this Agreement has been duly executed and delivered by each Partnership Party and constitutes a
legal, valid and binding obligation of such Partnership Party, enforceable against it in accordance
with its terms, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium
and other laws of general applicability relating to or affecting creditors’ rights and to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law); and (iv) no governmental consent, approval, authorization, notification, license
or clearance, and no filing or registration by any Partnership Party with any governmental or
regulatory authority, is required in order to permit any Partnership Party to perform its
obligations under this Agreement, except for such as have been obtained.




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          (b) Non-Contravention. The execution and delivery by each Partnership Party of this
Agreement, the performance by each Partnership Party of its obligations hereunder, the consummation
of the transactions contemplated hereby by each Partnership Party and compliance by each
Partnership Party with the provisions hereof do not conflict with or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise to right of
termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or
give rise to a right of purchase under, result in the creation of any lien on any of the assets of
any Partnership Party or otherwise result in a detriment to any Partnership Party under, (i) the
certificate of limited partnership, certificate of formation, agreement of limited partnership or
limited liability company operating agreement of any Partnership Party (each as amended to date),
(ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise or license to which any Partnership Party is a party or
by which any Partnership Party or any of its properties or assets is bound or (iii) any judgment,
decree, order, writ, statute, rule or regulation applicable to any Partnership Party.



2. MANAGEMENT RIGHTS.



2.1 Management Rights.




          (a) Subject to compliance with the requirement set forth in Section 2.1(d), prior to
the termination of the rights provided for in this Article 2 pursuant to Sections 3.3 or
3.4, the Investor may, by providing the Company with a written notice, elect (a
“Management Election”) to either (i) have the rights, and be subject to the obligations,
set forth in Section 2.2 (“Director Rights”) or (ii) have the rights, and be
subject to the obligations, set forth in Section 2.3 (“Observer Rights”).




          (b) The Investor may elect to change a Management Election by providing a written notice to
the Company of such an election; provided, however that (i) if at any time the Investor so elects
to have Observer Rights instead of Director Rights, then any Investor Director then in office may
be removed in accordance with the Company Agreement and the Investor shall no longer have Director
Rights and (ii) if at any time the Investor so elects to have Director Rights instead of Observer
Rights, any Investor Observer shall have no further rights to attend any Board meeting or to
receive any Board materials and the Investor shall no longer have the Observer Rights.




          (c) For purposes of this Article 2, references to the Company shall include any
Affiliate (as such term is defined in the Partnership Agreement) of the Company that serves as the
successor general partner of Regency.




          (d) Notwithstanding anything to the contrary herein, the Investor shall have no rights under
this Article 2 until such time as it causes to be delivered to the Sole Member the written
resignations, effective as of the Closing Date (as such term is defined in the GP Purchase
Agreement), of each Director designated to the Board by General Electric Corporation or its
affiliates prior to the date hereof that the Sole Member notifies the Investor in writing that the
Sole Member will require to resign from the Board in connection with the closing of the
transactions contemplated by the GP Purchase Agreement.







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2.2 Director Rights. If the Investor elects to have Director Rights in accordance with
Section 2.2, then, so long as such election is in effect:




          (a) The Investor shall initially be entitled to (i) designate up to two directors of the board
of directors (the “Board”) of the Company (the “Investor Directors”) and (ii)
designate one such Investor Director, to serve on the Audit Committee of the Board (the “Audit
Committee”), provided, however, that the Investor may not designate any Investor Director to
serve on the Audit Committee unless such Investor Director is an “Independent Director” as such
term is defined in the Amended and Restated Limited Liability Company Agreement of the Company,
dated as of February 3, 2006 (the “Company Agreement”). The Investor shall have the right
to designate the initial Investor Directors (the “Initial Investor Directors”), if any,
upon the consummation of the transactions contemplated by the GP Purchase Agreement. The Sole
Member shall appoint such Initial Investor Directors who are so designated and are reasonably
acceptable (as defined in Section 2.2(b)) to the Sole Member, and each Initial Investor
Director shall commence his or her service on the Board and, if applicable, the Audit Committee, as
of the date of this Agreement, provided, however, that no Investor Director shall commence his or
her service on the Audit Committee until any independence determinations required by the Company
Agreement have been appropriately made by the Board. Each Investor Director shall hold office
until his or her successor is appointed pursuant to the terms of this Section 2.2 or until
his or her earlier death, resignation or removal.




          (b) The Investor may elect to remove an Investor Director at any time, with or without cause,
and the Sole Member shall remove such Investor Director at the request of the Investor; provided,
however, that the Investor may not, without designating a replacement Investor Director who is also
an Independent Director reasonably acceptable (as defined below) to the Sole Member, remove any
Investor Director who is serving on the Audit Committee if the removal of such Investor Director
would cause the Audit Committee to not be in compliance with (i) the requirements for such
committee contained in the Company Agreement, (ii) any rules of the National Securities Exchange on
which Regency’s Common Units are listed or admitted to trading or (iii) any requirements under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
thereunder. In addition, the Sole Member may elect, in its sole discretion, to remove any Investor
Director that is no longer reasonably acceptable (as defined below) to the Sole Member. In the
event of the death, resignation or removal of an Investor Director, the Investor may designate a
replacement Investor Director by providing the Company with a written notice (the “Director
Notice”) identifying any replacement Investor Director, who must be reasonably acceptable to
the Sole Member. The Sole Member shall appoint such replacement Investor Directors, and each
replacement Investor Director shall commence his or her service on the Board on the date of
delivery of the Director Notice, provided, however, (i) that no replacement Investor Directors will
be appointed who are not reasonably acceptable to the Sole Member and (ii) that no replacement
Investor Director shall commence his or her service on the Audit Committee until any independence
determinations required by the Company Agreement have been appropriately made by the Board. For
purposes of this Agreement an Investor Director shall be deemed to be “reasonably acceptable” to
the Sole Member so long as such Investor Director is not an employee or director of any direct
competitor of the Company or any of its affiliates and whose appointment would not require the
Company to disclose any of the reportable events described under Item 401(f) of Regulation S-K of
the Securities Act of 1933, as amended, and the rules and regulations thereunder (or any successor
regulation thereto).




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          (c) The Investor Directors shall serve on the Board in accordance with the terms of the
Company Agreement and shall be entitled to all rights and protections provided thereunder to
directors generally; provided that each Investor Director shall also be subject to the restrictions
set forth in Section 2.5.




          (d) The Investor’s right to designate two Investor Directors shall continue for so long as the
Investor and its affiliates own at least fifteen percent (15%) (the “Two Director Ownership
Threshold”) of the Outstanding Common Units of Regency owned by the Investor and its affiliates
as of the date hereof (as adjusted for splits, stock dividends and recapitalizations). Upon the
Investor’s failure to maintain the Two Director Ownership Threshold, but so long as the Investor
and its affiliates continue to own at least ten percent (10%) (the “One Director Ownership
Threshold”) of the Outstanding Common Units of Regency owned by the Investor and its affiliates
as of the date hereof (as adjusted for splits, stock dividends and recapitalizations), then the
Investor shall continue to have the right to designate one Investor Director who shall be a member
of the Audit Committee. Upon the Investor’s failure to maintain the Two Director Ownership
Threshold, the Sole Member may immediately remove one of the Investor Directors if two Investor
Directors continue to serve on the Board. Upon the Investor’s failure to maintain the One Director
Ownership Threshold, the Sole Member may immediately remove all Investor Directors from the Board
and all committees thereof.




          (e) No individual shall serve as an Investor Director if (i) such individual is a plaintiff in
any litigation involving the Company or its affiliates or (ii) in the event that any relevant
antitrust governmental authority requires such individual to terminate his position as an Investor
Director, and in either such event, such individual shall immediately resign as a Director and,
failing such a resignation, the Investor shall remove and replace such individual. In the event
that the Investor fails to remove and replace such individual, the Sole Member may remove such
individual by giving notice to the Investor to the effect that such individual has been removed
pursuant to this clause (e).



2.3 Observer Rights. If the Investor elects to have Observer Rights in accordance with
Section 2.1, then, so long as such election is in effect:




          (a) Subject to the provisions of this Section 2.3, the Investor shall initially be
entitled (but shall not be obligated) to designate up to two persons (each an “Investor
Observer”) to attend all meetings of the Board, solely in the capacity of a non-voting
observer, by providing the Company with a written notice (the “Observer Notice”)
identifying the Investor Observer.




          (b) The Investor may elect to remove a previously appointed Investor Observer at any time,
with or without cause, by providing written notice to the Company.




          (c) Subject to Sections 2.3(d) and (e) and Section 2.5, the Company
shall provide to each Investor Observer, concurrently with the Directors, and in the same manner,
notice of each meeting of the Board and copies of any materials provided to the Directors,
including all materials provided to Directors in connection with any action to be taken by the
Board without a meeting and copies of any written consents.




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          (d) Each Investor Observer shall only be allowed to observe meetings of the full Board (and
not committee meetings or any meetings of the Board in executive session), provided, however that
one Investor Observer shall be allowed to observe meetings of the Audit Committee, and no Investor
Observer shall in any circumstances have any right to participate in any vote, consent or other
action of the Board or any committee thereof, nor shall any Investor Observer’s presence, vote,
consent or other action be required for any action of the Board or any committee thereof.




          (e) The Investor acknowledges and agrees that the Company reserves the right (i) not to
provide notice of any meeting of the Board, or any committee thereof, or any materials provided in
connection with any meeting or otherwise to any Investor Observer, (ii) to exclude the Investor
Observers from any meeting or portion thereof and (iii) to redact portions of any Board materials
delivered to the Investor Observers, in each case where and to the extent that the Board determines
in good faith (without the participation of any Investor Director) that the delivery of any
materials or attendance at any meeting or portion thereof by any Investor Observer would or may be
reasonably necessary: (A) to preserve attorney-client, work product or similar privilege, (B) to
comply with the terms and conditions of confidentiality agreements with third parties, (C) to
comply with applicable law, (D) if the Board determines that there exists, with respect to the
subject of a meeting or of Board materials, an actual or potential conflict of interest between the
Investor or any Investor Observer and the Company or (E) to the extent permitted pursuant to
Section 2.5; provided that, in the event any of the actions described in subclauses (i),
(ii) or (iii) of this Section 2.3(e) are taken, the Board, to the extent practicable, shall
make reasonable and appropriate substitute disclosure arrangements under circumstances in which the
restrictions of subclauses (A)-(E) of this Section 2.3(e) apply, including the execution of
a joint defense agreement to allow the Investor Observer to obtain information protected by the
attorney client privilege or work product doctrine, or as otherwise restricted for the reasons
described in subclauses (A)-(E) of this Section 2.3(e).




          (f) Any Investor Observer must, prior to being permitted to attend any Board meeting or
receive any materials pursuant to this Section 2.3, enter into an agreement (a
“Investor Observer Agreement”) with and for the benefit of the Company in the form attached
hereto as Exhibit A affirming the terms of this Agreement and agreeing to abide with the
limitations on observation rights, confidentiality restrictions and other terms set forth herein
and therein.




          (g) No individual shall serve as an Investor Observer if (i) such individual is a plaintiff in
any litigation involving the Company or its affiliates or (ii) in the event that any relevant
antitrust governmental authority requires such individual to terminate his position as an Investor
Observer, and either such event, such individual shall immediately resign as an Investor Observer
and, failing such a resignation, the Investor shall remove and replace such individual. In the
event that the Investor fails to remove and replace such individual, the Sole Member may remove
such individual by giving notice to the Investor to the effect that such individual has been
removed pursuant to this clause (g).







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          (h) The Investor’s right to designate two Investor Observers shall continue for so long as the
Investor maintains the Two Director Ownership Threshold. Upon the Investor’s failure to maintain
the Two Director Ownership Threshold, but so long as the Investor maintains the One Director
Ownership Threshold, then the Investor shall continue to have the right to designate one Investor
Observer.



2.4 Confidentiality.




          (a) The Investor agrees to (i) hold in confidence all confidential information and materials
that it may receive from any Investor Observer or Investor Director (collectively “Investor
Representatives”), who receives, or is given access to such information and materials, in
connection with meetings of the Board and committees thereof pursuant to this Agreement
(“Confidential Information”) and (ii) not disclose such Confidential Information to any
third parties that are not either a, direct or indirect, wholly-owned subsidiaries of General
Electric Capital Corporation (the “GE Capital Affiliates”) or employed by the Investor or
GE Capital Affiliates; provided that, upon making any such disclosure, the Investor shall notify
such persons of the confidential nature of the information provided and each such person’s
obligation to preserve the confidentiality of such information consistent with the provisions of
this Agreement. Notwithstanding the foregoing, the Investor may disclose such Confidential
Information to its lawyers, accountants, auditors, and other professional advisers who have a duty
of confidentiality, and the Investor agrees to instruct each such person regarding the use and
disclosure restrictions applicable to Confidential Information as set forth in this Agreement. The
Investor shall not, and shall ensure that all persons receiving Confidential Information from the
Investor shall not, use any such Confidential Information for any purpose other than the Investor’s
internal monitoring of its investment in Regency and shall be responsible for any breach of this
Agreement by any such person.




          (b) Each Party agrees that the Confidential Information shall not include information that:





     (i) has become, through no act or failure to act on the part of the Investor or
any Investor Representative, generally known or available to the public (including
information that becomes available to the Investor by wholly lawful inspection or
analysis of products sold to the public without reliance on information, knowledge,
or data provided by the Company that has not become publicly known or been made
available in the public domain);




     (ii) has been acquired by the Investor without any obligation of
confidentiality before receipt of such information from the Company;




     (iii) has been furnished to the Investor by a third party without, to the
Investor’s knowledge, any obligation of confidentiality;




     (iv) is information that the Investor can reasonably document was independently
developed by or for the Investor;



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     (v) is required to be disclosed pursuant to law, regulation, or by order of a
court of competent jurisdiction; provided that the Investor shall disclose only that
portion of the Confidential Information that is legally required to be disclosed
and, to the extent reasonably practicable under the circumstances, promptly notify
the Company of the Confidential Information to be disclosed and of the circumstances
in which the disclosure is alleged to be required prior to disclosure and use its
commercially reasonable efforts to cooperate with the Company in its efforts to seek
a protective order or other appropriate remedy and/or waive compliance with the
terms of this Agreement;




     (vi) is disclosed with the prior written consent of the Company; or





     (vii) is disclosed for the purpose of enforcement of this Agreement.




2.5 Commercially Sensitive Information.




          (a) For purposes of this Section 2.5, the following terms have the following meanings:





     (i) “Commercially Sensitive Information” means, with respect to any
person, information about (1) Commercial Development Activities or (2) other
competitively sensitive information of such person related to Potentially
Overlapping Business including, without limitation, (i) information regarding the
names of or prices, costs, margins, volumes and contractual terms for any current or
potential customer, (ii) any method, tool or computer program used to determine
prices for any asset or service, (iii) all plans or strategies used or adopted to
negotiate, target or identify a current or potential customer or group of customers
for any asset or service or to expand existing service offerings or offer a new
service, (iv) all information regarding plans and prospective budgets to expand an
existing facility or build a new facility, (v) all information regarding a proposal
to buy an existing facility, (vi) information related to the capacity and capacity
utilization of any facility, (vii) information regarding any opportunity to acquire
a business, asset or entity or to develop or construct any new interstate or
intrastate natural gas pipeline, interstate or intrastate natural gas liquids
pipeline, natural gas gathering system, natural gas treating, processing or
fractionating facilities, natural gas storage facility, or any other midstream
natural gas assets or facilities; any natural gas compression services business or
assets; any wholesale or retail propane facility or business; any other midstream or
natural gas related assets, such as compression facilities, shipping facilities or
marketing assets and (viii) any other confidential information regarding any person
that owns, operates or is an affiliate of any person that is identified in clauses
(i) through (vii) if the sharing of such information by such person with another
party to this Statement would reasonably be expected to constitute a violation of
any fiduciary duty, law or any contract to which such person is a party, provided,
however, that Commercially Sensitive Information related to a person shall not
include any information that is otherwise in the public domain.



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     (ii) “Commercial Development Activities” means information with respect
to (i) proposed changes to or transactions involving any Potentially Overlapping
Business, (ii) any plans and strategies dealing with Potentially Overlapping
Business and (iii) any opportunities to construct or acquire, directly or indirectly
(including, without limitation, by means of joint venture or by means of acquisition
of assets, equity interest in an entity, contractual rights to capacity or use, or
otherwise), any interstate or intrastate natural gas pipeline, interstate or
intrastate natural gas liquids pipeline, natural gas gathering system, natural gas
treating, processing or fractionating facilities, natural gas storage facility, or
any other midstream natural gas assets or facilities; any natural gas compression
services business or assets; any wholesale or retail propane facility or business;
any other midstream or natural gas related assets, such as compression facilities,
shipping facilities or marketing assets.




     (iii) “Potentially Overlapping Business” means such assets, business
operations or business opportunities of Regency and its affiliates that are, or
could potentially be competitive with the assets, business operations or business
opportunities of General Electric Corporation and its affiliates (excluding the
General Partner, the Company, Regency or any of their respective subsidiaries).



          (b) Notwithstanding anything to the contrary in this Agreement, the Company reserves the right
(i) not to provide notice of any meeting of the Board or any committee thereof or any materials
provided in connection with any meeting or otherwise to any Investor Representative, (ii) to
exclude any Investor Representative from any meeting or portion thereof and (iii) to redact
portions of any Board or committee materials delivered to any Investor Representative, in each
case where and solely to the extent that the Board reasonably determines in good faith (without the
participation of any Investor Director) that the delivery of any materials or attendance at any
meeting or portion thereof by an Investor Representative would or may result in the disclosure of
Commercially Sensitive Information to such Investor Representative.



3. ASSIGNMENT, AMENDMENT AND TERMINATION.




     3.1 Assignment. Except as expressly permitted by the terms hereof, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the
Parties without the prior written consent of the other Party, except that the Investor may transfer
or assign any of its rights and obligations under this Agreement to any direct or indirect
affiliate of General Electric Capital Corporation and the Sole Member shall require any successor
or assign of the Sole Member’s interest in the Acquired GP Interests to assume the Sole Member’s
rights and duties under this Agreement, which assignment may be made without the Investor’s prior
written consent.



     3.2 Amendment of Rights. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) with the written consent of each party hereto.



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     3.3 Termination of Management Rights. Upon the Investor’s failure to maintain the Two
Director Ownership Threshold, the Investor’s rights under Sections 2.2 and 2.3
shall be modified as provided in Sections 2.2(d) and 2.3(h). Upon the Investor’s
failure to maintain the One Director Ownership Threshold, all of the Investor’s rights under
Sections 2.1, 2.2 and 2.3 shall terminate.



     3.4 Termination of Agreement. If at any time the Sole Member no longer owns a
majority of the outstanding membership interests of the Company, then this Agreement shall
automatically terminate and be of no further force or effect, provided, however that the Sole
Member shall require any purchaser acquiring a majority of the outstanding membership interests of
the Company from the Sole Member to provide the Investor with substantially similar rights to those
contained in this Agreement. The provisions of Section 2.4 and Article 4 shall
survive any termination of this Agreement.


4. GENERAL PROVISIONS.




     4.1. Notices. All notices or requests or consents provided for or permitted to be
given pursuant to this Agreement must be in writing and must be given by depositing same in the
United States mail, addressed to the person to be notified, postpaid, and registered or certified
with return receipt requested or by delivering such notice in person or by telecopier or telegram
to such party. Notice given by personal delivery or mail shall be effective upon actual receipt.
Notice given by telegram or telecopier shall be effective upon actual receipt if received during
the recipient’s normal business hours, or at the beginning of the recipient’s next business day
after receipt if not received during the recipient’s normal business hours. All notices to be sent
to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at
such other address as such Party may stipulate to the other Parties in the manner provided in this
Section 4.1:


ANY PARTNERSHIP PARTY:



Energy Transfer Equity, L.P.

3738 Oak Lawn

Dallas, Texas 75219

Attention: General Counsel



With a copy (not itself constituting notice) to:



Vinson & Elkins LLP

1001 Fannin, Suite 2500

Houston, Texas 77002

Telephone: (713) 758-3613

Facsimile: (713) 615-5725

Attention: Douglas E. McWilliams






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THE INVESTOR:



Regency LP Acquirer LP

c/o GE Energy Financial Services

800 Long Ridge Road

Stamford, Connecticut 06927

Telephone:

Facsimile: (203) 961-2606

Attention: Portfolio-Regency



With a copy (not itself constituting notice) to:



Regency LP Acquirer LP

c/o GE Energy Financial Services

800 Long Ridge Road

Stamford, Connecticut 06927

Telephone:

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




     4.2 Entire Agreement. This Agreement constitutes the entire agreement of the Parties
relating to the matters contained herein, superseding all prior contracts or agreements, whether
oral or written, relating to the matters contained herein.



     4.3 Governing Law. This Agreement shall be subject to and governed by the laws of the
State of Delaware, excluding any conflicts-of-law rule or principle that might refer the
construction or interpretation of this Agreement to the laws of another state. Each Party hereby
irrevocably submits to the exclusive jurisdiction of (a) the Delaware Court of Chancery, and (b)
any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of
Chancery declines to accept jurisdiction over a particular matter, any state or federal court
within the State of Delaware), for the purposes of any proceeding arising out of this Agreement or
the transactions contemplated hereby. The Parties irrevocably and unconditionally waive (and agree
not to plead or claim) any objection to the laying of venue of any proceeding arising out of this
Agreement or the transactions contemplated hereby in (i) the Delaware Court of Chancery, or (ii)
any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of
Chancery declines to accept jurisdiction over a particular matter, any state or federal court
within the State of Delaware) or that any such proceeding brought in any such court has been brought
in an inconvenient forum.



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     4.4 Waiver Of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE
A COURT AND NOT BEFORE A JURY.



     4.5 Severability. Each portion of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder of this Agreement.



     4.6 Third Parties. Nothing in this Agreement, express or implied, is intended to
confer upon any person, other than the Parties and their successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.



     4.7 Successors and Assigns. Subject to the provisions of Section 3.1, the
provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the
successors and permitted assigns of the Parties.



     4.8 Construction. As used in this Agreement, unless expressly stated otherwise or the
context requires otherwise, (a) all references to a “Section” or “subsection” shall be to a Section
or subsection of this Agreement, (b) the words “this Agreement,” “hereof,” “hereunder,” “herein,”
“hereby,” or words of similar import shall refer to this Agreement as a whole and not to a
particular Section, subsection, clause or other subdivision hereof, (c) the words used herein shall
include the masculine, feminine and neuter gender, and the singular and the plural, (d) the word
“including” shall mean “including, without limitation,” (e) the word “day” or “days” shall mean a
calendar day or days and (f) the term “affiliate” shall mean 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; provided that 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. The headings of the Sections of this Agreement are included for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction or interpretation hereof or thereof.



     4.9 Counterparts. This Agreement may be executed simultaneously in any number of
counterparts (including facsimile counterparts), each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.



     4.10 Specific Performance. Each Partnership Party, on the one hand, and the Investor,
on the other hand, acknowledges and agrees that irreparable injury would occur in the event any of
the provisions of Article 2 were not performed in accordance with their specific terms or
were otherwise breached and that such injury would be not be compensable in damages. It is
accordingly agreed that the Parties shall be entitled to specific enforcement of the terms of



12









 




Article 2, and no party will take any action, directly or indirectly, in opposition to the
other Party seeking relief on the grounds that any other remedy or relief is available at law or in
equity.




[Remainder of Page Intentionally Blank]






13









 







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




	 	 	 	 	 
	 	INVESTOR:



Regency LP Acquirer LP

 	 
	 	By:  	EFS
Regency GP Holdco II, LLC,

     its general partner

 	 
	 	By:  	Aircraft
Services Corporation

     its managing member

 	 
	 	By:  	/s/
Mark Mellana	 
	 	Name:  	Mark
Mellana	 
	 	Its: 	Authorized Signatory	 
	 
	 	PARTNERSHIP PARTIES:



Energy Transfer Equity, L.P.

 	 
	 	By:  	LE GP, LLC, 	 
	 	 	     its general partner 	 
	 
	 	 	 
	 	By:  	/s/ John W. McReynolds	 
	 	Name:  	John W. McReynolds	 
	 	Its: 	President
and Chief Financial Officer	 
	 
	 	Regency GP LP

 	 
	 	By:  	Regency GP LLC, 	 
	 	 	     its general partner 	 
	 
	 	 	 
	 	By:  	/s/ Byron R. Kelley	 
	 	Name:  	Byron R. Kelley	 
	 	Its: 	Chairman,
President and Chief Executive Officer	 
	 
	 	Regency GP, LLC

 	 
	 	By:  	/s/ Byron R. Kelley	 
	 	Name:  	Byron R. Kelley	 
	 	Its: 	Chairman,
President and Chief Executive Officer	 
	 



Signature Page to Investor Rights Agreement




 









 








EXHIBIT A

FORM OF INVESTOR OBSERVER AGREEMENT





Exhibit A









 





Regency GP, LLC

c/o Regency Energy Partners LP

2001 Bryan Street

Suite 3700, Dallas, Texas




[________________, ___]



[Name]

[Address]



Re: Regency GP LLC — Investor Observer



Dear [_________]:





     Pursuant to that certain Investor Rights Agreement (the “Investor Rights Agreement”), dated as
of                                         , 2010, by and among Regency LP Acquirer LP, a Delaware limited partnership (the
“Investor”), Regency GP LP, a Delaware limited partnership (the “General Partner”), and Regency GP,
LLC, a Delaware limited liability (the “Company”), you have been designated as an Investor Observer
by the Investor. Under the terms of the Investor Rights Agreement, prior to attending any Board
meetings in your capacity as an Investor Observer or receiving any materials in connection
therewith, you must enter into this agreement for the benefit of the Company. Capitalized terms
used but not defined herein are used with the meanings given to them in the Investor Rights
Agreement.



     In connection with your designation as an Investor Observer, your observation of meetings of
the Board and the receipt of materials given to members of the Board in connection therewith, you
hereby agree as follows:



     1. Investor Rights Agreement. You hereby affirm the terms of the Investor Rights
Agreement and agree that your observation of meetings of the Board and the receipt of materials
given to Directors in connection therewith is subject in all respects to the terms of the Investor
Rights Agreement. You agree that there are no rights or privileges whatsoever arising from your
status as an Investor Observer and agree to abide with the limitations on observation rights
contained herein and in the Investor Rights Agreement. You further certify that you are not a
plaintiff in any litigation involving the Company or its affiliates and that by your signature
hereto, you agree to automatically resign as an Investor Observer if you become a plaintiff in any
such litigation.



     2. Confidentiality. You hereby agree to hold in confidence and trust and not to use
or disclose any Confidential Information provided to or learned by you in connection with or
pursuant to your service as an Investor Observer, to the same extent that Confidential Information
is required to be held in confidence by the Investor pursuant to Section 2.4 of the
Investor Rights Agreement, whether such Confidential Information is provided to or learned by you
at a meeting of the Board, through material delivered or distributed to you, or otherwise.



Exhibit A









 





     3. Counterparts. This Agreement may be executed by facsimile signatures by any party
and such signature shall be deemed binding for all purposes hereof, without delivery of an
original signature being thereafter required. This Agreement may be executed in one or more
counterparts, each of which, when executed, shall be deemed to be an original and all of which
together shall constitute one and the same document.



     4. Governing Law. This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the State of Delaware, without giving effect to the conflicts of law
provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.



	 	 	 	 	 
	 	Sincerely,





REGENCY GP, LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



ACKNOWLEDGED AND AGREED:


 




	 	 	 

	 

	[

	]	 
	 
	 	 






Exhibit A