Amended Master Services Agreeement



 Exhibit 10.27 
 AMENDED AND RESTATED MASTER SERVICES AGREEMENT 
 BY
AND BETWEEN 
 RIGS HAYNESVILLE PARTNERSHIP CO. 
 AND 
 REGENCY EMPLOYEES MANAGEMENT LLC








 TABLE OF CONTENTS 
  

					
	ARTICLE I. DEFINITIONS	  	1
	 1.1
	  	Definitions	  	1
	 1.2
	  	Interpretation	  	5
		
	ARTICLE II. SERVICES	  	6
	 2.1
	  	General and Administrative Services	  	6
	 2.2
	  	Operations and Maintenance Services	  	6
	 2.3
	  	Construction Management Services	  	7
	 2.4
	  	Operating Budget	  	7
	 2.5
	  	Insurance for Owner	  	7
	 2.6
	  	Additional Services	  	9
	 2.7
	  	Standard of Care	  	9
	 2.8
	  	Senior Management Team	  	9
	 2.9
	  	Duty to the Owner	  	10
	 2.10
	  	Insurance for Management Company	  	10
		
	ARTICLE III. PAYMENTS AND FEES	  	12
	 3.1
	  	G&A Payment	  	12
	 3.2
	  	Fee for Other Services	  	12
	 3.3
	  	Adjustment of Payments	  	14
	 3.4
	  	Payment Terms	  	15
	 3.5
	  	Taxes	  	15
		
	ARTICLE IV. TERM; TERMINATION	  	15
	 4.1
	  	Term	  	15
	 4.2
	  	Early Termination Upon Change of Control	  	16
	 4.3
	  	Transition Services	  	16
		
	ARTICLE V. LIMITS OF RESPONSIBILITY; INDEMNIFICATION	  	16
	 5.1
	  	Limits of Responsibility	  	16
	 5.2
	  	Indemnification by the Owner	  	17
	 5.3
	  	Indemnification by the Management Company	  	17
	 5.4
	  	Indemnity Amount	  	18
	 5.5
	  	No Waiver of Partnership Agreement Indemnification and Exculpation Provisions	  	18
		
	ARTICLE VI. FORCE MAJEURE	  	18
	 6.1
	  	Excused Performance	  	18
	 6.2
	  	No Preclusion	  	18
	 6.3
	  	Limitations on Effect of Force Majeure	  	18
		
	ARTICLE VII. REPRESENTATIONS AND WARRANTIES	  	19
	 7.1
	  	Owner Representations	  	19
	 7.2
	  	Management Company Representations	  	19









					
	 ARTICLE VIII. DEFAULT; REMEDIES; ASSIGNMENT
	  	20
	 8.1
	  	Events of Default	  	20
	 8.2
	  	Remedies	  	21
		
	ARTICLE IX. GENERAL PROVISIONS	  	21
	 9.1
	  	Choice of Law; Submission to Jurisdiction	  	21
	 9.2
	  	Waiver of Jury Trial	  	21
	 9.3
	  	Notices	  	21
	 9.4
	  	Further Assurances	  	22
	 9.5
	  	Entire Agreement	  	22
	 9.6
	  	Effect of Waiver or Consent	  	22
	 9.7
	  	Amendment or Modification	  	22
	 9.8
	  	Assignment; Third-Party Beneficiaries	  	22
	 9.9
	  	Counterparts	  	23
	 9.10
	  	Severability	  	23
	 9.11
	  	Relationship of the Parties	  	23
	 9.12
	  	Binding Effect	  	23
	 9.13
	  	Laws and Regulations	  	23
	 9.14
	  	No Recourse	  	23
	 9.15
	  	Signatories Duly Authorized	  	23
	 9.16
	  	Books and Records	  	23
	 9.17
	  	Audit Rights	  	23
	 9.18
	  	Survival	  	24
	 9.19
	  	Mutuality of Drafting	  	24

 Annexes and Schedules 
  

			
	Annex 1	  	G&A Payment
		
	Schedule 2.1	  	G&A Services
	Schedule 2.2	  	O&M Services
	Schedule 2.3	  	Construction Management Services
	Schedule 2.5	  	Insurance
	Schedule 2.8	  	Senior Management Team








 AMENDED AND RESTATED MASTER SERVICES AGREEMENT 
 This Amended and Restated Master Services Agreement (this “Agreement”), is executed and agreed to as of
December 18, 2009 (the “Effective Date”) by and between RIGS Haynesville Partnership Co., a Delaware general partnership (the “Owner”), and Regency Employees Management LLC, a Delaware limited
liability company (the “Management Company”). The Owner and the Management Company are hereinafter each referred to as a “Party” and are collectively referred to as the
“Parties.” 
 RECITALS 
 WHEREAS, the Owner indirectly owns and operates existing natural gas transportation assets located in northern Louisiana and is developing
and constructing the Haynesville Expansion Project (as defined below); 
 WHEREAS, the Parties entered into that certain Master
Services Agreement dated as of March 17, 2009 (the “Prior Agreement”), pursuant to which the Owner retained the Management Company to provide, and the Management Company agreed to provide to the Owner and its
subsidiaries, services necessary to manage the day-to-day operations of the Owner’s and its subsidiaries’ existing business, including construction management services to manage the construction of the Haynesville Expansion Project and any
future Development Projects; and 
 WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety
pursuant to the terms of this Agreement. 
 NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 ARTICLE I. 
 DEFINITIONS 
 1.1 Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below: 
 “Agreement” is defined in the preamble. 
 “Assets” means the Existing Assets and any other natural gas transportation or natural gas storage assets acquired
or developed by the Owner or any of its wholly owned subsidiaries. 
 “Bankruptcy Laws” means any laws,
rules or regulations pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, liquidation, creditors’ rights or similar matters now or hereafter in effect. 
 “Calculation Year” means a period of twelve (12) consecutive calendar months beginning January 1 of each
calendar year and terminating December 31 of each calendar year. 
  

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 “Construction Management Services” is defined in
Section 2.3. 
 “Defaulting Party” is defined in Section 8.1. 
 “Development Project” means the Haynesville Expansion Project and any other project undertaken by the Owner to
construct or develop additional Assets or to expand any Assets of the Owner. 
 “Dollars” or
“$” means the lawful currency of the United States of America. 
 “Effective
Date” is defined in the preamble. 
 “Event of Default” is defined in
Section 8.1. 
 “Existing Assets” means the Owner’s existing natural gas transportation
assets located in northern Louisiana and the assets included in the Haynesville Expansion Project. 
 “Force
Majeure” means any event that occurs after the Effective Date that is beyond the reasonable control of and without the fault or negligence of the affected Party which causes the affected Party to be unable to perform its obligations
under this Agreement, and which by the exercise of due foresight such affected Party could not reasonably have been expected to avoid and which such affected Party is unable to overcome by the exercise of due diligence and reasonable care, and,
provided that the affected Party complies with the provisions set forth in Section 6.1 hereof, shall include any of the following but only to the extent that each satisfies the above requirements: acts of God (e.g., earthquakes,
hurricanes, flood, lightning, storms, fire, pestilence or other natural catastrophes); epidemics, wars, riots, civil disturbances, sabotage or other civil disobedience; strikes or other labor disputes; or action or inaction of legislative, judicial
or other governmental bodies that render illegal actions in accordance with this Agreement. 
 “G&A
Payment” is defined in Section 3.1. 
 “G&A Services” is defined in
Section 2.1. 
 “GAAP” means generally accepted accounting principles in effect from time to
time in the United States, applied on a consistent basis. 
 “Governmental Authority” means any
governmental, quasi-governmental, state, county, city or other political subdivision of the United States, or any agency, court or instrumentality or statutory or regulatory body thereof. 
 “Haynesville Expansion Budget” has the meaning ascribed in the Partnership Agreement. 
 “Haynesville Expansion Project” has the meaning ascribed in the Partnership Agreement. 
  

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 “Haynesville Expansion Project Effective Date” means the first day
of the calendar month immediately following the calendar month in which Substantial Completion of the Haynesville Expansion Project occurs. 
 “Indemnified Party” means any Owner Indemnified Party or Management Company Indemnified Party, as applicable. 
 “Initial Term” is defined in Section 4.1. 
 “Interest Rate” means the per annum rate of interest established from time to time by JPMorgan Chase Bank as its
prime rate (which rate may not be the lowest rate of interest charged by JPMorgan Chase Bank to its customers) plus 2% percent. 
 “Interim Recalculation Period” has the meaning set forth in Section 3.3(a). 
 “Law” means any law, statute, code, ordinance, order, rule, rules of common law, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement of
any Governmental Authority. 
 “Loss” and “Losses” are defined in
Section 5.2. 
 “Management Committee” has the meaning ascribed in the Partnership
Agreement. 
 “Management Company” is defined in the preamble. 
 “Management Company Indemnified Parties” is defined in Section 5.2. 
 “Non-Defaulting Party” is defined in Section 8.1. 
 “Notice” means a communication from one Party to the other Party conforming to the requirements of
Section 9.3. 
 “O&M Services” is defined in Section 2.2. 
 “Operating Budget” has the meaning ascribed in the Partnership Agreement. 
 “Owner” is defined in the preamble. 
 “Owner Gross Margin” means with respect to any Calculation Year an amount equal to (a) the sum (without duplication) of (i) Owner’s total revenue from operations for
such Calculation Year (and, if applicable, Owner’s projected total revenue from operations set forth in the applicable pro-forma statement delivered by the Management Company as provided in the definition of “A” in paragraph 1 or 2,
as applicable, of Annex 1) plus (ii) an amount equal to each of the Owner’s Subsidiaries’ total revenue from operations for such Calculation Year (and, if applicable, Owner’s Subsidiaries’ projected total revenue from
operations set forth in the applicable pro-forma statement delivered by the Management Company as provided in the definition of “A” in paragraph 1 or 2, as applicable, of Annex 1) (net to the Owner’s equity interest in each
such Subsidiary), minus (b) the sum of (i) the Owner’s total cost of sales for such Calculation Year (and, if applicable, Owner’s projected total cost of sales set forth in the applicable pro-forma statement delivered by the
Management Company as provided in the definition of “A” in paragraph 1 or 2, as applicable, of Annex 1) plus (ii) an amount equal to each of the Owner’s Subsidiaries’ total cost of sales for such Calculation Year
(and, if applicable, Owner’s Subsidiaries’ projected total cost of sales set forth in the applicable pro-forma statement delivered by the Management Company as provided in the definition of “A” in 1 or 2, as applicable, of
Annex 1) (net to the Owner’s equity interest in each such Subsidiary). 
  

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 “Owner Indemnified Parties” is defined in Section 5.3.

 “Partnership Agreement” means the Amended and Restated General Partnership Agreement of Owner, dated
as of March 17, 2009, by and among Regency Haynesville Intrastate Gas LLC, EFS Haynesville, LLC, Alinda Gas Pipeline I, L.P. and Alinda Gas Pipeline II, L.P. 
 “Party” and “Parties” are defined in the preamble. 
 “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 and any government or agency or political
subdivision thereof. 
 “Pipeline Construction Contract” means the Pipeline Construction Contract, dated
February 24, 2009, by and between Regency Intrastate Gas Services LP (formerly known as Regency Intrastate Gas Services LLC) and Price Gregory International, Inc. 
 “Prior Agreement” is defined in the recitals. 
 “Project Budget” means the Owner’s budget for a specific Development Project which has been consented to by the Management Company, such consent not to be unreasonably withheld. 
 “Prudent Industry Practices” means, at a particular time, any of the practices, methods and acts which, in the
exercise of reasonable judgment based upon the circumstances existing, and the information available, at such time, is reasonably expected to result in the proper operation and maintenance of the Assets and shall include the practices, methods and
acts engaged in or approved by a significant portion of, or otherwise commonly used in, the industry at such time with respect to assets of the same or similar types as the Assets. Prudent Industry Practices are not intended to be limited to optimum
practices, methods or acts, to the exclusion of all others, but rather is a spectrum of possible practices, methods and acts which could have been expected to accomplish the desired result at a commercially reasonable cost and consistent with
reliability, safety, timeliness and all applicable Laws, as applicable. Prudent Industry Practices are intended to entail the same standards as the Parties would, in the commercially reasonable prudent management of their own properties, use from
time to time. 
 “Recalculation Date” means, as applicable, (a) March 1, 2011 and each
March 1 thereafter, and (b) each date on which the G&A Payment is required to be recalculated pursuant to Section 3.3(a)(i) or Section 3.3(a)(ii). 
  

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 “Reimbursable Personnel Expenses” is defined in
Section 3.2(b). 
 “RGNC Gross Margin” means with respect to any Calculation Year an amount
equal to (a) the sum (without duplication) of (i) Regency Energy Partners LP’s total revenue from operations for such Calculation Year plus (ii) an amount equal to each of Regency Energy Partners LP’s Subsidiaries’
total revenue from operations for such Calculation Year (net to Regency Energy Partners LP’s equity interest in each such Subsidiary), minus (b) the sum of (i) Regency Energy Partners LP’s total cost of sales for such Calculation
Year plus (ii) an amount equal to each of Regency Energy Partners LP’s Subsidiaries’ total cost of sales for such Calculation Year (net to Regency Energy Partners LP’s equity interest in each such Subsidiary); provided that the
revenue from operations and cost of sales shall be excluded for Regency Energy Partners LP’s Subsidiaries that have general and administrative employees who are not employed by the Management Company. 
 “Senior Management Team” is defined in Section 2.8. 
 “Services” means the G&A Services, the O&M Services, the Construction Management Services and the any other
services provided by the Management Company to the Owner pursuant to this Agreement. 
 “Subsidiary”
means (a) with respect to the Owner, any Person in which the Owner directly or indirectly owns any interest, and (b) with respect to Regency Energy Partners LP, any Person in which Regency Energy Partners LP directly or indirectly owns any
interest (other than the Owner or any of the Owner’s Subsidiaries). 
 “Substantial Completion”
means (a) with respect to the Haynesville Expansion Project, the date of “Mechanical Completion” of the Haynesville Expansion Project as determined in accordance with the Pipeline Construction Contract, and (b) with respect to
any other Development Project, the date of substantial completion of such Development Project as determined in accordance with the applicable construction contract. 
 “Term” is defined in Section 4.1. 
 “Third Party” means a Person other than a Party. 
 “Third Party
Expenses” is defined in Section 3.2(a). 
 “Wage Estimate Factor” means the
percentage increase or decrease in the Industry Total mean yearly earnings of Oil and Gas Field Services workers for the most recent calendar year for which such statistics are published compared to the calendar year preceding as published in
the Occupational Employment Statistics of SIC Industry Group 318 – Oil and Gas Field Services by the U.S. Department of Labor, Bureau of Labor Statistics, as of the Effective Date, or, if such statistics are discontinued, any
successor or substitute statistics, which, in the Management Company’s reasonable opinion, is most nearly equivalent to such statistics. 
 1.2 Interpretation. In this Agreement, unless the context otherwise requires: 
  

	 	(a)	the headings contained in this Agreement are used solely for convenience and do not constitute a part of this Agreement between the Parties, nor should they be used to
aid in any manner to construe or interpret this Agreement; 

  

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	 	(b)	the gender of all words used herein shall include the masculine, feminine and neuter and the number of all words shall include the singular and plural words;


  

	 	(c)	the terms “hereof,” “herein,” “hereto” and similar words refer to this entire Agreement and not any particular Article, Section, Schedule
or any other subdivision of this Agreement; 

  

	 	(d)	references to “Article”, “Section” or “Schedule” are to this Agreement unless specified; 

  

	 	(e)	reference to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document as the same may be amended,
modified, supplemented or restated, and shall include a reference to any agreement or document which amends, modifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms; 


 

	 	(f)	references to any Law shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;


  

	 	(g)	references to any Person shall be construed as a reference to such Person’s successors and permitted assigns; and 

  

	 	(h)	references to “include,” “includes,” “including” and similar phrases shall mean “including, without limitation”.


 ARTICLE II. 
 SERVICES 
 2.1 General and Administrative Services. The Management
Company shall provide the Owner with general and administrative services reasonably required by the Owner to operate, manage, maintain and report the operating results of the Assets to the extent such services are consistent with the nature and
scope of the general and administrative services provided by the Management Company with respect to the Existing Assets prior to the date of this Agreement, including the services listed on Schedule 2.1 hereto (the “G&A
Services”). 
 2.2 Operations and Maintenance Services. The Management Company shall provide the Owner with
operations and maintenance services reasonably required to operate and maintain the Assets, including the services listed on Schedule 2.2 hereto, but in each case only if, and to the extent, such services are included in the applicable
Operating Budget (the “O&M Services”). 
  

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 2.3 Construction Management Services. The Management Company shall provide the Owner
with construction management services reasonably required to manage the construction of the Haynesville Expansion Project and any other Development Project, including the services listed on Schedule 2.3 hereto, but in each case only if, and
to the extent, such services are included in the Haynesville Expansion Budget or the other applicable Project Budget (the “Construction Management Services”). 
 2.4 Operating Budget. As part of the Services, on or before November 30th of each calendar year, the Management Company will prepare and
deliver to the Owner an Operating Budget for the following calendar year which will set forth its good-faith approximation of all expenses necessary in all material respects to own, operate and maintain the Owner’s business in accordance with
the Owner’s business plan that is communicated to the Management Company and to provide the Services hereunder in accordance with the standard of care set forth in Section 2.7. The Operating Budget for each calendar year is subject
to the approval of the Owner. If the Owner fails to approve an Operating Budget with respect to any calendar year, then (i) the Operating Budget previously approved by the Owner for the prior calendar year shall remain in effect after giving
effect to any dispositions or other material changes to the Assets of the Owner during such prior calendar year, (ii) any items of the proposed Operating Budget that have been approved by the Owner shall become effective, and (iii) the
Management Company will be entitled to expend funds, in any calendar quarter, in an amount equal to the lesser of (1) the actual expenses incurred by the Management Company in such calendar quarter, and (2) the budgeted amount for the
corresponding calendar quarter in the Operating Budget previously approved by the Owner for the prior calendar year adjusted by the Wage Estimate Factor. The Owner shall revise the Operating Budget as necessary to reflect any agreed upon changes in
the G&A Payment, Third Party Expenses or Reimbursable Personnel Expenses during the calendar year.  
 2.5
Insurance for Owner. 
  

	 	(a)	As part of the Services, the Management Company shall carry and maintain, or cause to be carried and maintained, on behalf of the Owner insurance coverages
substantially consistent with the insurance coverages described on Schedule 2.5 attached hereto or such other insurance coverages as are reasonably requested and approved by the Owner, including D&O insurance, in each case, to the extent
the cost and expense of such insurance coverage is included in the applicable Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance
coverage for which the premium has been paid) and the funds therefor have been provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner)
pursuant to the Management Company’s (or such affiliate’s) then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with
Section 3.4(a)). In addition, if requested by the Owner, the Management Company shall obtain and maintain, or cause to be obtained and maintained, prior to the commencement of construction, Builders All Risk with a replacement cost lost
limit and Delay In Start Up insurance for any above ground assets including the compression station to the extent that the cost and expense of such construction insurance coverage is included in the applicable Operating Budget and the funds therefor
have been provided by the Owner, and the Parties agree that the cost of any such construction insurance coverage shall be billed directly to, and paid directly by, the Owner. 

  

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	 	(b)	In each of the policies described on Schedule 2.5 or that are otherwise obtained, the Management Company agrees to use commercially reasonable efforts to
provide that (i) with respect to all such insurance described on Schedule 2.5, such insurance shall be maintained with insurance companies with the AM Best rating indicated therein and with respect to all other insurance (or if no
rating is indicated on Schedule 2.5), shall be maintained with insurance companies rated AX or better by AM Best or as otherwise may be reasonably acceptable to the Owner, (ii) such insurance shall be primary for the benefit of the
Owner, (iii) with respect to all such insurance described on Schedule 2.5, the Owner shall be a named insured, insured or additional insured as indicated therein and with respect to all other insurance (or if not indicated on
Schedule 2.5), the Owner shall be named insured, insured or additional insured as requested and approved by the Owner, (iv) non-renewal or cancellation will be effective only after written notice is received from the insurance
company thirty (30) days in advance of such non-renewal or cancellation and (v) it and its insurers and underwriters shall waive, any rights of subrogation or recovery they may have against the Owner or its Affiliates. At the Owner’s
request from time to time, the Management Company shall furnish the Owner with certificates of insurance (to the extent the insurance has been obtained) on forms reasonably acceptable to the Owner as evidence that policies providing the required
coverages and limits of insurance are in full force and effect. 

  

	 	(c)	Notwithstanding anything to the contrary set forth herein, in the event that the Management Company (in consultation with its insurance adviser) determines that any
insurance coverages (including provisions, coverage, extensions, the limits or deductibles thereof) required to be obtained or maintained by this Section 2.5 are not available on commercially reasonable terms in the applicable commercial
insurance market, then the Management Company shall not be obligated to obtain such insurance pursuant to this Section 2.5 and the Management Company shall so notify the Owner and shall consult with the Owner to determine what, if any,
alternate insurance is available for the applicable coverages on commercially reasonable terms in the applicable commercial insurance market and shall obtain any such available alternate insurance requested by the Owner to the extent the costs and
expenses of such insurance is included in the Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance coverage for which the premium
has been paid) and the funds therefor have been provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner) pursuant to the
Management Company’s (or such affiliate’s) then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with Section 3.4(a)).
Notwithstanding anything to the contrary set forth herein, the Parties agree that the cost of any insurance coverage requested by the Owner in addition to the insurance coverage described on Schedule 2.5 (including any D&O insurance
coverage) shall be billed directly to, and paid directly by, the Owner. 

  

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 2.6 Additional Services. The Owner shall have the right to request additional
Services from the Management Company from time to time and the Management Company shall provide such additional Services to the Owner; provided, that (a) it is reasonably practicable for the Management Company to provide such additional
Services and such request by the Owner shall be made in sufficient time so as to provide the Management Company, using commercially reasonable efforts, the opportunity to provide or make arrangements for the provision of such additional Services and
(b) the Parties agree on the amount of the adjustment to the G&A Payment, Third Party Expenses and/or Reimbursable Personnel Expenses payable to the Management Company with respect to such additional Services and, to the extent necessary,
adjust the Operating Budget and the Haynesville Expansion Budget or other applicable Project Budget to account therefor. 
 2.7
Standard of Care. The Services will be provided by the Management Company (or its employees, representatives, agents or contractors) in accordance with Prudent Industry Practices and shall be substantially equivalent in quality to the
services provided by the Management Company in connection with the Management Company’s operation and management of its affiliates’ assets that are similar to the Assets. Without limiting the standard of care set forth in the preceding
sentence, the Management Company shall use reasonable efforts to cause the Services to be performed in compliance with all applicable Laws in all material respects. 
 2.8 Senior Management Team. The Management Company shall nominate individuals to serve as the senior management team of the Owner who shall supervise the provision of Services hereunder. Upon
approval of the Owner, such individuals shall comprise the “Senior Management Team” of the Owner. The Owner may but shall not be obligated to, appoint any member of the Senior Management Team to be officers of the Owner. The
Owner may instruct the Management Company to remove or replace any member of the Senior Management Team at any time upon consultation with the Management Company. The Management Company may remove any member of the Senior Management Team upon
consultation with the Owner; provided, that if the Management Company removes a member of the Senior Management Team, then the Management Company shall nominate promptly a replacement with substantially similar or greater experience as such
removed member of the Senior Management Team. If there is a vacancy in any position on the Senior Management Team, the Management Company shall nominate an individual to fill such vacancy, and subject to the approval by the Owner, such individual
shall become a member of the Senior Management Team. Schedule 2.8 lists the positions of the Senior Management Team and the names of the individuals on the initial Senior Management Team holding each such position. 
  

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 2.9 Duty to the Owner. 
  

	 	(a)	The Management Company shall dedicate sufficient personnel and resources to provide the Services in accordance with Prudent Industry Practices, the Operating Budget,
the Haynesville Expansion Budget or other applicable Project Budget and the terms of this Agreement; provided, that, except as set forth in Section 2.9(b), neither the Management Company, the Senior Management Team nor any
employee or officer of the Management Company shall be required to perform the Services as such Person’s sole and exclusive occupation, and the Management Company, the Senior Management Team and the employees and officers of the Management
Company may have other occupations and activities in addition to those relating to this Agreement. For the avoidance of doubt, the Owner acknowledges and agrees that the Management Company currently operates, and shall have the right to operate
during the Term, other assets (including the assets owned by Regency Energy Partners LP and its affiliates) in addition to the Assets. 

  

	 	(b)	The Management Company agrees that each member of the Senior Management shall dedicate to the performance of the Services a percentage of such Person’s working
time equal to or greater than the percentage set forth opposite such Person’s name on Schedule 2.8. The Parties shall review the schedule on an annual basis and make any agreed upon updates. 

 2.10 Insurance for Management Company. 
  

	 	(a)	The Management Company shall carry and maintain, or cause to be carried and maintained, on its own behalf insurance coverages substantially consistent with the
insurance coverages described on Schedule 2.5 or such other insurance coverages as are reasonably requested and approved by the Owner, in each case, to the extent the cost and expense of such insurance coverage is included in the applicable
Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance coverage for which the premium has been paid) and the funds therefor are
provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner) pursuant to the Management Company’s (or such affiliate’s)
then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with Section 3.4(a)). At the Owner’s request from time to time, the
Management Company shall furnish the Owner with certificates of insurance (to the extent the insurance has been obtained) on forms reasonably acceptable to the Owner as evidence that policies providing the required coverages and limits of insurance
are in full force and effect. 

  

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	 	(b)	The Management Company agrees to use commercially reasonable efforts to provide that (i) with respect to all such insurance described on Schedule 2.5, such
insurance shall be maintained with insurance companies with the AM Best rating indicated therein, and with respect to all other insurance (or if no rating is indicated on Schedule 2.5) shall be maintained with insurance companies rated AX or
better by AM Best or as otherwise may be reasonably acceptable to Owner, (ii) such insurance shall be primary for the benefit of the Management Company and the Owner, (iii) with respect to all insurance described on Schedule 2.5,
the Management Company and the Owner shall be a named insured, insured or additional insured as indicated therein and with respect to all other insurance (or if not indicated on Schedule 2.5), the Management Company and the Owner shall be a
named insured, insured or additional insured as requested and approved by the Owner, (iv) non-renewal or cancellation will be effective only after written notice is received from the insurance company thirty (30) days in advance of such
non-renewal or cancellation and (v) it and its insurers and underwriters shall waive, any rights of subrogation or recovery they may have against the Owner or its Affiliates. 

  

	 	(c)	Notwithstanding anything to the contrary set forth herein, in the event that the Management Company (in consultation with its insurance adviser) determines that any
insurance coverages (including provisions, coverage, extensions, the limits or deductibles thereof) required to be obtained or maintained by this Section 2.10 are not available on commercially reasonable terms in the applicable
commercial insurance market, then the Management Company shall not be obligated to obtain such insurance pursuant to this Section 2.10 and the Management Company shall so notify the Owner and shall consult with the Owner to determine
what, if any, alternate insurance is available for the applicable coverages on commercially reasonable terms in the applicable commercial insurance market and shall obtain any such available alternate insurance requested by the Owner to the extent
the costs and expenses of such insurance is included in the Operating Budget (or billed by the insurance provider in connection with any audit by the insurance provider in accordance with the terms of any such applicable insurance coverage for which
the premium has been paid) and the funds therefor have been provided by the Owner (provided, that if such insurance is carried in the name of the Management Company (or any affiliate of the Management Company other than the Owner) pursuant to
the Management Company’s (or such affiliate’s) then existing insurance program, then the Owner shall not be obligated to pay for such insurance until invoiced to the Owner and due by the Owner in accordance with
Section 3.4(a)). 

  

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 ARTICLE III. 
 PAYMENTS AND FEES 
 3.1 G&A Payment. In
full consideration for the G&A Services provided by the Management Company, the Owner shall pay to the Management Company an amount equal to the G&A Payment (as defined below) per calendar month commencing on the Effective Date. The G&A
Payment will be prorated for partial calendar months. The “G&A Payment” payable by the Owner shall be an amount equal to the following, as applicable: 
  

	 	(a)	for the period of time commencing on the Effective Date and terminating on the Haynesville Expansion Project Effective Date, an amount equal to five hundred thousand
Dollars ($500,000); and 

  

	 	(b)	for the period of time commencing on the Haynesville Expansion Project Effective Date and thereafter, an amount equal to [$1,400,000], which amount shall be
recalculated on each Recalculation Date in accordance with Annex 1. 

 3.2 Fee for Other Services.

  

	 	(a)	Amounts Payable to Third Parties. The Owner agrees to pay directly to Third Parties all costs and expenses payable to Third Parties in connection with the
Management Company’s providing the O&M Services, the Construction Management Services and all other Services (including the payment of any insurance premiums payable in connection with the insurance required to be obtained and maintained
pursuant to Section 2.5, Section 2.10 and Schedule 2.5 to the extent such insurance is obtained directly in the name of the Owner, but excluding the G&A Services), to the extent that such costs and expenses are
included in the applicable Operating Budget and/or the Haynesville Expansion Budget and/or other applicable Project Budget. In addition, in the event the Management Company pays any costs and expenses to Third Parties in connection with providing
the O&M Services, the Construction Management Services and all other Services (other than the G&A Services) provided by the Management Company, including insurance premiums payable in connection with insurance required to be obtained and
maintained pursuant to Section 2.5, Section 2.10 and Schedule 2.5 attached hereto (collectively, “Third Party Expenses”), then the Owner shall reimburse the Management Company for all Third
Party Expenses, to the extent such Third Party Expenses are included in the applicable Operating Budget and/or the approved Haynesville Expansion Budget and/or other applicable Project Budget; provided, that the amount payable by the Owner
with respect to any Third Party Expenses that include any costs and expenses not solely attributable to the Assets (or the construction, operation, maintenance or management thereof) shall be the allocable share of such Third Party Expenses that are
attributable to the Assets (or the construction, operation, maintenance or management thereof) as determined by the Parties on an equitable basis. 

  


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	 	(b)	Amounts Payable to Management Company Personnel. In consideration for the O&M Services, the Construction Management Services and all other Services (other
than the G&A Services) provided by the Management Company, the Owner shall, in addition to making the payments set forth in Section 3.2(a), reimburse the Management Company for the Owner’s pro rata share of all costs and
expenses incurred (without duplication) by the Management Company in providing personnel to provide such Services to the extent such costs and expenses are included in the applicable Operating Budget and/or the approved Haynesville Expansion Budget
and/or other applicable Project Budget, including the following costs and expenses (collectively, the “Reimbursable Personnel Expenses”): 

  

	 	(i)	compensation, including equity compensation, salary and wages (including payroll and withholding taxes associated therewith), provided, however, that the economic costs
associated with equity-based compensation awards that are granted to Management Company employees by the Board of Directors of Regency GP, LLC, pursuant to the Regency GP, LLC Long-Term Incentive Plan, shall be reimbursed to Regency GP, LLC solely
by the Owner, such economic costs to be determined in good faith by Regency GP, LLC; 

  

	 	(ii)	401(k) costs and any matching 401(k) contributions; 

  

	 	(iii)	vacation and sick leave benefits; 

  

	 	(iv)	medical and health insurance benefits; 

  

	 	(v)	disability insurance (including benefits paid); 

  

	 	(vi)	workers’ compensation (including benefits paid); 

  

	 	(vii)	life insurance; 

  

	 	(viii)	any other employee benefit for which the Management Company incurs costs. 

 The Owner’s pro rata share of Reimbursable Personnel Expenses with respect to each individual providing Services shall be based on a fraction, the numerator of which is the number of hours in the pay
periods ending during the preceding calendar month such individual devoted to matters relating to the Assets and the denominator of which is the aggregate number of hours such individual devoted to all work performed in the pay periods ending in the
preceding calendar month. Where it is not reasonably practicable to determine the pro rata share of Reimbursable Personnel Expenses with respect to an individual, the Management Company shall make a good faith reasonable estimate of such pro rata
share. 
  

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 3.3 Adjustment of Payments. 
 (a) If the Owner or any of its Subsidiaries (x) at any time, closes any acquisition of assets or businesses or achieves Substantial
Completion with respect to any Development Project (other than the Haynesville Expansion Project) with an acquisition cost or capital cost, as applicable, greater than one hundred million Dollars ($100,000,000) (provided, that with respect to
any acquisition or Development Project by any of the Owner’s Subsidiaries, such amount shall be net to the Owner’s equity interest in such Subsidiary), or (y) during any period of time commencing on any Recalculation Date and
terminating on the immediately following Recalculation Date (“Interim Recalculation Period”), closes one or more acquisitions of assets or businesses or achieves Substantial Completion with respect to one or more Development
Projects (other than the Haynesville Expansion Project) with aggregate acquisition costs and/or capital costs, as applicable, greater than one hundred million Dollars ($100,000,000) (provided, that with respect to any acquisition or
Development Project by any of the Owner’s Subsidiaries, such amount shall be net to the Owner’s equity interest in such Subsidiary), then the G&A Payment shall be recalculated in accordance with Annex 1. The Recalculation Date
for any such recalculation of the G&A Payment shall be: 
 (i) in the case of any recalculation pursuant to clause
(x) above, the first calendar day of the calendar month immediately following the calendar month in which the closing date of such acquisition or the date of Substantial Completion of such Development Project, as applicable, occurs; or

 (ii) in the case of any recalculation pursuant to clause (y) above, the first calendar day of the calendar month
immediately following the calendar month in which the closing date of the acquisition or the date of Substantial Completion of the Development Project, as applicable, that causes the aggregate amount of acquisition costs and/or capital costs of all
acquisitions or Development Projects closed or completed during the applicable Interim Recalculation Period to exceed one hundred million Dollars ($100,000,000), occurs. 
 (b) In the event that the Owner requests additional Services pursuant to Section 2.6 and the Parties agree on the amount of the adjustment to the G&A Payment and/or Reimbursable Personnel
Expenses payable to the Management Company with respect to such additional Services (which agreement is a condition to the Management Company providing such additional Services), then the G&A Payment and/or the Reimbursable Personnel Expenses
payable to the Management Company shall be adjusted to reflect such agreement. 
  

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 3.4 Payment Terms. 
  

	 	(a)	No later than ten (10) days following the end of each calendar month following the Effective Date, the Management Company will submit monthly invoices to the Owner
for the Third Party Expenses and Reimbursable Personnel Expenses incurred by the Management Company during such calendar month. Payment will be due no later than twenty (20) days after an invoice is received by the Owner. Payment of the G&A
Payment will be due no later than ten (10) days following the end of each calendar month following the Effective Date. 

  

	 	(b)	The Owner will have the right to withhold payment of any amounts disputed in good faith. The Owner and the Management Company will diligently work to resolved disputed
amounts as soon as reasonably possible. 

  

	 	(c)	All payments shall be made by wire transfer of immediately available funds, to an account designated by the Management Company from time to time, no later than 2:00
p.m. (New York time) on the due date. 

  

	 	(d)	In the event the Owner fails to make any payment when due, interest shall accrue on any unpaid amount at the Interest Rate calculated from the date due until the date
paid. In the event an amount charged by the Management Company and paid by the Owner is later found to be more than the amount actually due, the Management Company shall refund the overpayment, together with interest at the Interest Rate calculated
from the date of payment until the date of refund. 

 3.5 Taxes. In addition to other amounts owed pursuant
to this Agreement, the Owner shall be responsible for, and shall pay, all taxes applicable to (i) the provision of the Services by the Management Company (whether or not such taxes increase or decrease in the future), and (ii) the
ownership, operation, maintenance or control of the Assets. The Management Company may add to its invoices the amount of such taxes which the Management Company pays pursuant to the terms of this Agreement, or is otherwise required by applicable
Law, to pay directly to the relevant taxing authority in connection with this Agreement, and such amounts shall be due with such invoices. Notwithstanding anything to the contrary contained herein, each Party shall be responsible for (i) income
taxes resulting from amounts paid or payable to it under this Agreement, and (ii) employment taxes and social security payments relating to its own employees. For the avoidance of doubt, the Management Company, and not the Owner, shall treat
the providers of services under this Agreement as employees for tax purposes. 
 ARTICLE IV. 
 TERM; TERMINATION 
 4.1 Term. This Agreement will commence on the Effective Date and, subject to the terms and conditions hereof, will remain in effect for an initial period of five (5) years (the “Initial Term”);
provided, that this Agreement shall automatically renew for additional periods of five (5) years each (the Initial Term and any additional period, the “Term”) unless, on or prior to the date that is one hundred
eighty (180) days before the expiration of the then current Term, either Party notifies the other Party that it will be terminating this Agreement upon the expiration of such current Term. 
  

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 4.2 Early Termination Upon Change of Control. If at any time General Electric Capital
Corporation ceases to Control (as defined in the Partnership Agreement) or notifies the Owner that it intends to cease to Control, Regency Energy Partners LP, the Owner may terminate this Agreement as provided in Section 7.3(g)(iii) of the
Partnership Agreement without liability to the Management Company or its affiliates arising out of such termination. 
 4.3
Transition Services. 
  

	 	(a)	If either Party notifies the other Party of its intention to terminate this Agreement at the expiration of the then current Term pursuant to Section 4.1,
then from the period commencing one hundred eighty (180) days before the end of such current term until the date of termination of this Agreement, the Management Company shall in good faith assist and cooperate with the Owner to facilitate the
transfer of the Services to any Third Party designated by the Owner; provided, that, during such transition period, the Owner shall pay to the Management Company the G&A Payment, Reimbursable Personnel Expenses, Third Party Expenses and
any other amounts payable by the Owner to the Management Company pursuant to this Agreement. 

  

	 	(b)	If the Owner has the right to terminate this Agreement pursuant to Section 4.2 or Section 8.2, the Owner may designate the date of termination
at a future date of its election and the Management Company agrees to in good faith continue to perform under this Agreement and assist and cooperate with the Owner until such date of termination to facilitate the transfer of the Services to any
Third Party designated by the Owner; provided, that, such transition period shall not exceed one hundred eighty (180) days, and that the Owner shall pay to the Management Company the G&A Payment, Reimbursable Personnel Expenses,
Third Party Expenses and any other amounts payable by the Owner to the Management Company pursuant to this Agreement. 

  

	 	(c)	The Management Company agrees to provide to the Owner (or its designee) originals or copies of all books and records pertaining to the Owner and the Services.


 ARTICLE V. 
 LIMITS OF RESPONSIBILITY; INDEMNIFICATION 
 5.1 Limits of
Responsibility. 
  

	 	(a)	Except as otherwise expressly set forth herein, the Management Company assumes no responsibility under this Agreement other than to provide the Services called for
under this Agreement in accordance with the terms of this Agreement and shall not be responsible for any action of the Owner in following or declining to follow any advice or recommendations of the Management Company. 

  

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	 	(b)	Except as otherwise expressly set forth herein, there are no representations or warranties made by the Management Company, express or implied, at law or in equity, with
respect to the subject matter hereof. 

  

	 	(c)	Notwithstanding any other provision of this Agreement to the contrary, in no event shall (i) the Owner be liable to the Management Company or (ii) the
Management Company be liable to the Owner, for loss of profits or consequential, incidental, punitive, exemplary, treble, special or indirect damages of any kind arising out of or related to this Agreement, in each case whether arising in contract,
warranty, tort, strict liability, by operation of law or otherwise, except for any such damages recovered by any Third Party against any Party in respect of which such Party would otherwise be entitled to indemnification pursuant to the this
Article V. 

  

	 	(d)	Notwithstanding anything to the contrary in this Agreement, the Management Company’s aggregate liability to the Owner on all claims of any kind, whether based on
contract, warranty, tort, strict liability, by operation of law or otherwise, for all losses or damages to the Owner arising out of, connected with, or resulting from this Agreement shall in no event exceed $7,500,000. 

 5.2 Indemnification by the Owner. The Owner shall, to the full extent lawful, reimburse, indemnify, defend and hold each of the
Management Company and its affiliates and their respective stockholders, members, partners, owners, directors, managers, officers, employees and members of the Senior Management Team (the “Management Company Indemnified
Parties”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (each a “Loss” and
collectively, “Losses”) in respect of or arising from (i) breaches by the Owner of this Agreement and (ii) any action, suit, claim, demand or proceeding commenced by a Third Party relating to (A) the acts or
omissions by any of the Management Company Indemnified Parties (x) performed or omitted in providing the Services under this Agreement in accordance with the standard of care set forth in Section 2.7 or (y) relating to actions
or omissions by the Management Company, any employee or officer of the Management Company or any member of the Senior Management Team performed or omitted at the direction of the Management Committee and (B) the Owner’s fraud, bad faith,
gross negligence or willful misconduct. 
 5.3 Indemnification by the Management Company. The Management Company shall,
to the full extent lawful, reimburse, indemnify, defend and hold each of the Owner and its affiliates and their respective stockholders, members, partners, directors, owners, managers, officers and employees (the “Owner Indemnified
Parties”) harmless of and from any and all Losses in respect of or arising from (a) claims and causes of action that the Management Company’s employees or contractors used to perform the Services may have for any compensation,
benefits or violations of any statute or regulation governing employee rights and benefits, (b) the Management Company (or its employees, representatives, agents or contractors) acting or omitting to act in providing the Services in breach of
the standard of care set forth in Section 2.7 or (c) claims or causes of action by Third Parties relating to (i) breaches by the Management Company of this Agreement, (ii) any decision, action or failure to act by the
Management Company affecting or relating to the employee status or employment relationship of any employee of the Management Company, and (iii) the Management Company’s fraud, bad faith, gross negligence or willful misconduct. 

 

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 5.4 Indemnity Amount. Except as otherwise provided in this Article V, in the
event that either the Owner or the Management Company, as applicable, is obligated to indemnify and hold an Indemnified Party harmless under this Article V, the amount owing to the Indemnified Party will be the amount of the Indemnified
Party’s actual loss net of any insurance proceeds actually received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds. 
 5.5 No Waiver of Partnership Agreement Indemnification and Exculpation Provisions. Nothing contained herein shall limit any
indemnity, exculpation or release of claims provided by the Owner to its officers, directors, employees and the Senior Management Team pursuant to the Partnership Agreement. 
 ARTICLE VI. 
 FORCE MAJEURE 
 6.1 Excused Performance. A Party shall not be responsible or liable for or deemed in breach of this Agreement for any delay or
failure in the performance of its obligations under this Agreement to the extent such performance is prevented by a Force Majeure; provided that: 
  

	 	(a)	the affected Party gives the other Party prompt Notice describing the particulars of the Force Majeure and the proposed cure; 

  

	 	(b)	the suspension of performance is of no greater scope and of no longer duration than is reasonably attributable to the Force Majeure; 

  

	 	(c)	the affected Party uses commercially reasonable efforts to remedy its inability to perform its obligations under this Agreement; and 

  

	 	(d)	when the affected Party is able to resume performance of its obligations under this Agreement, that Party shall give the other Party written Notice to that effect.


 6.2 No Preclusion. The existence of a Force Majeure shall not relieve any Party of (1) any of its
payment obligations under this Agreement, or (2) any other obligation under this Agreement to the extent that performance of such other obligation is not precluded by such Force Majeure. 
 6.3 Limitations on Effect of Force Majeure. In no event will any delay or failure of performance caused by a Force Majeure extend
this Agreement beyond its Term. 
  

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 ARTICLE VII. 
 REPRESENTATIONS AND WARRANTIES 
 7.1 Owner
Representations. The Owner represents and warrants as of the Effective Date that: 
  

	 	(a)	The Owner is a general partnership duly organized and validly existing under the laws of the State of Delaware and has all necessary authorizations required by
applicable Law to perform its obligations under this Agreement (other than those authorizations the failure of which to obtain could not reasonably be expected to have a material adverse effect on the Owner’s ability to perform its obligations
under this Agreement); 

  

	 	(b)	The execution, delivery and performance of this Agreement by the Owner have been duly authorized by all requisite partnership action and will not: (i) violate any
provisions of its organizational documents; or (ii) result in the breach or acceleration of any performance required by the terms of any contract, agreement or arrangement to which it is a party or any applicable Laws, if such breach or
acceleration could reasonably be expected to have a material adverse effect on the Owner’s ability to perform its obligations under this Agreement; and 

  

	 	(c)	This Agreement is the valid and binding obligation of the Owner, enforceable against the Owner in accordance with its terms, except as the enforceability thereof may be
limited by applicable Bankruptcy Laws affecting creditors’ rights generally and by general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. 

 7.2 Management Company Representations. The Management Company represents and warrants as of the Effective Date that: 
  

	 	(a)	The Management Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has all necessary authorizations
required by applicable Law to perform its obligations under this Agreement (other than those authorizations the failure of which to obtain could not reasonably be expected to have a material adverse effect on the Management Company’s ability to
perform its obligations under this Agreement); 

  

	 	(b)	The execution, delivery and performance of this Agreement by the Management Company have been duly authorized by all requisite limited liability company action and will
not: (i) violate any provisions of its organizational documents; or (ii) result in the breach or acceleration of any performance required by the terms of any contract, agreement or arrangement to which it is a party, or any applicable
Laws, if such breach or acceleration could reasonably be expected to have a material adverse effect on the Management Company’s ability to perform its obligations under this Agreement; and 

  

 19 









	 	(c)	This Agreement is the valid and binding obligation of the Management Company, enforceable against the Management Company in accordance with its terms, except as the
enforceability thereof may be limited by applicable Bankruptcy Laws affecting creditors’ rights generally and by general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.


 ARTICLE VIII. 
 DEFAULT; REMEDIES; ASSIGNMENT 
 8.1 Events of Default. Each of the
following shall constitute an “Event of Default” in respect of a Party (the “Defaulting Party”) under this Agreement: 
  

	 	(a)	failure by the Defaulting Party to pay when due any payment owed hereunder which failure continues unremedied for a period of thirty (30) days following the Notice
thereof from the other Party (the “Non-Defaulting Party”), provided the payment is not the subject of a good faith dispute; 

  

	 	(b)	failure by the Defaulting Party to perform any other material obligations or covenants hereunder which failure continues unremedied for a period of sixty (60) days
following Notice thereof from the Non-Defaulting Party, provided that if such failure is not remedied within such sixty (60) day period and the Defaulting Party is proceeding with diligence and in good faith to remedy such failure, then the
time within which such failure may be remedied shall be extended for an additional sixty (60) days; 

  

	 	(c)	any representation or warranty herein made by the Defaulting Party shall have been false when made; 

  

	 	(d)	(i) a receiver or liquidator or trustee of the Defaulting Party or of any of its property shall be appointed by a court of competent jurisdiction, and such receiver,
liquidator or trustee shall not have been discharged within forty five (45) days or by decree of such court; (ii) such Defaulting Party shall be adjudicated bankrupt or insolvent or any substantial part of its property shall have been
sequestered, and such decree shall have continued undischarged and unstayed for a period of forty five (45) days after the entry thereof; or (iii) a petition to declare bankrupt or to reorganize such Defaulting Party pursuant to any of the
applicable Bankruptcy Law, shall be filed against such Defaulting Party and shall not be dismissed within forty five (45) days after such filing; and 

  


 20 









	 	(e)	a Defaulting Party shall: (i) file a voluntary petition in bankruptcy under applicable Bankruptcy Law; (ii) consent to the filing of any bankruptcy or
reorganization petition against it under any Bankruptcy Law; (iii) file a petition or answer or consent seeking relief or assisting in seeking relief in a bankruptcy under any Bankruptcy Law; (iv) consent to the filing of any bankruptcy or
reorganization petition against it under any Bankruptcy Law; (v) file a petition or answer or consent seeking relief or assisting in seeking relief in a proceeding under any Bankruptcy Law, or an answer admitting the material allegations of a
petition filed against it in such a proceeding; (vi) make an assignment for the benefit of its creditors; (vii) admit in writing its inability to pay its debts generally as they become due; or (viii) consent to the appointment of a
receiver, trustee or liquidator of it or of all or any part of its property. 

 8.2 Remedies. Upon an Event
of Default, the Non-Defaulting Party may terminate this Agreement and exercise all of its rights and remedies in equity or at law. In addition to all its other rights and remedies, a Non-Defaulting Party shall be entitled to set off amounts due and
payable to the Defaulting Party against amounts owed by the Defaulting Party under this Agreement. 
 ARTICLE IX.

 GENERAL PROVISIONS 
 9.1 Choice of Law; Submission to Jurisdiction. This Agreement and the rights of the Parties hereunder shall be interpreted in accordance with the laws of the State of Texas and all rights and
remedies shall be governed by such laws without regard to principles of conflict of laws. The Parties further agree that any legal action or proceeding with respect to this Agreement or any document or matter relating hereto may be brought only in a
federal or state court of competent jurisdiction in Dallas, Texas. Each party hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non-convenience, which it may
now or hereafter have to the bringing of such action or proceeding in any such respective jurisdiction. 
 9.2 Waiver of Jury
Trial. EACH PARTY IRREVOCABLY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. 
 9.3 Notices. Any notice, demand or communication required or permitted under this Agreement shall be in writing and delivered to the
recipient in person, by courier or mail or by facsimile or other electronic transmission. A notice, request or consent given under this Agreement is effective on receipt by the Party to receive it; provided, however, that a facsimile
or other electronic transmission that is transmitted after the normal business hours of the recipient shall be deemed effective on the next business day. All notices, requests and consents to be sent to a Party must be sent to or made at the address
set forth below or at such other address as that Party may specify by notice to the other Party: 
 If to the Owner: 

RIGS Haynesville Partnership Co. 
 2001 Bryan Street, Suite 3700 
 Dallas, Texas 75201 
 Attention:
                                        

  

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 With a copy to: Alinda Capital Partners LLC 
 150 East 58th Street 
 39th Floor

 New York, NY 10155 
 Attention: Chief Legal Counsel 
 If to the Management Company: 
 Regency Employees Management LLC 
 2001 Bryan Street, Suite 3700 
 Dallas, Texas 75201 
 Attention: Chief Financial Officer 
 With a copy to: Chief Legal Officer 
 A Party may change its address for the purposes of notices
hereunder by giving notice to the other Party specifying such changed address in the manner specified in this Section 9.3. 
 9.4 Further Assurances. The Parties agree to execute such additional instruments, agreements and documents, and to take such other actions, as may be necessary to effect the purposes of this Agreement. 
 9.5 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. 
 9.6
Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or
waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default,
irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run. 
 9.7 Amendment or Modification. This Agreement may be amended, modified or supplemented from time to time only by a written agreement
executed by each of the Parties. 
 9.8 Assignment; Third-Party Beneficiaries. No Party shall have the right to assign
its rights or obligations under this Agreement without the prior written consent of the other Party. 
  

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 9.9 Counterparts. This Agreement may be executed in any number of counterparts with
the same effect as if each of the Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile or other
electronically transmitted counterparts bearing the signature of a Party shall be equally as effective as delivery of a manually executed counterpart by such Party. 
 9.10 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement
and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law. 
 9.11 Relationship of the Parties. Nothing in this Agreement shall be deemed to constitute either Party a partner, agent, employee or representative of the other Party, or to create any fiduciary
relationship between the Parties. The Management Company shall at all times be deemed to be an independent contractor and none of its employees or the employees of its contractors or subcontractors shall be considered employees of the Owner.

 9.12 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their
respective successors, permitted assigns and legal representatives. 
 9.13 Laws and Regulations. Notwithstanding any
provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable Law. 
 9.14 No Recourse. For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against
any current or former stockholder, member, partner, owner, director, manager, officer or employee of the Management Company (including any current or former member of the Senior Management Team) or of the Owner or any of their respective officers,
directors, employees, agents or representatives. 
 9.15 Signatories Duly Authorized. Each of the signatories to this
Agreement represents that he is duly authorized to execute this Agreement on behalf of the Party for which he is signing, and that such signature is sufficient to bind the Party purportedly represented. 
 9.16 Books and Records. The Management Company shall keep full and adequate books of account and such other records as are necessary
to reflect the results of operation of the Owner, such books and records to be maintained at the offices of the Owner (it being agreed that the Management Company may keep its own books and records related to the performance of this Agreement at a
location of its choosing). Such books of account shall be kept in accordance with GAAP, or as otherwise reasonably directed by the Owner. All of such books and records shall be and remain at all times the property of the Owner and upon any
termination of this Agreement, all of such books and records (together with any copies thereof except to the extent that the Management Company shall be required to retain such copies in accordance with applicable Laws) shall be turned over to the
Owner forthwith so as to ensure the orderly continuance of the operation of the Owner. 
 9.17 Audit Rights. Upon
reasonable notice, the Owner (and its representatives and agents) shall have the right to audit and inspect, the books, records and other documents applicable to the Services and invoices set forth herein during normal business hours at the
Management Company’s principal place of business for a period of one year following the date an invoice is delivered to the Owner. 
  

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 9.18 Survival. Any provision of this Agreement which contemplates performance
subsequent to termination of this Agreement (including payment obligations arising prior to such termination, dispute resolution procedures, or indemnities in respect of events or situations existing prior to such termination) shall survive such
termination and continue in full force and effect for the limited purposes set forth therein. 
 9.19 Mutuality of
Drafting. The Parties hereby stipulate and agree that each of them fully participated and was adequately represented by counsel in the negotiation and preparation of this Agreement and the Parties further stipulate and agree that in the event of
an ambiguity or other necessity for interpretation to be made of the content of this Agreement, this Agreement shall not be construed in favor of or against the Owner or the Management Company as a consequence of one Party having had a greater role
in the preparation of this Agreement, but shall be construed as if the language were mutually drafted by both Parties with full assistance of counsel. 
 [The Remainder of this Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives as of the date and year first above written. 
  

			
	RIGS HAYNESVILLE PARTNERSHIP CO.
		
	By:	 	  

	Name:	 	Pat Giroir
	Title:	 	Executive Vice President
	
	REGENCY EMPLOYEES MANAGEMENT LLC
		
	By:	 	Regency GP LLC, member
		
	By:	 	  

	Name:	 	Byron R. Kelley
	Title:	 	President and Chief Executive Officer


 SIGNATURE PAGE TO

 AMENDED AND RESTATED MASTER SERVICES
AGREEMENT 







 Annex 1 
 G&A Payment 
 Pursuant to Section 3.1, after the Haynesville
Expansion Project Effective Date, the G&A Payment shall be determined as follows: 
 1. On each Recalculation Date of March 1, the
G&A Payment shall be an amount equal to “[(“A”/( “A” + “B”)) x “C”] / 12”, where: 
 “A” = means an amount equal to the Owner Gross Margin for the Calculation Year immediately preceding such Recalculation Date (subject to any adjustments mutually agreed by the Parties); provided, that if
during the period since the prior Recalculation Date the Owner closes any acquisition of assets or businesses or achieves Substantial Completion with respect to any Development Project (other than the Haynesville Expansion Project), then
“A” shall mean an amount equal to the Owner Gross Margin for the Calculation Year immediately preceding such Recalculation Date as adjusted to take into account annualized projections for the operation of such acquired assets
or businesses and/or Development Projects, as set forth in a pro-forma statement to be prepared by the Management Company in good faith (subject to any adjustments mutually agreed by the Parties); 
 “B” = means an amount equal to RGNC Gross Margin for the immediately preceding Calculation Year (subject to any adjustments mutually
agreed by the Parties); and 
 “C” = means an amount equal to Regency Energy Partners LP’s general and
administrative expenses for the immediately preceding Calculation Year (subject to any adjustments mutually agreed by the Parties), excluding the general and administrative expenses directly incurred by Regency Energy Partners LP’s Subsidiaries
that have general and administrative employees not employed by the Management Company; 
 provided, that if the G&A Payment
calculated in accordance with the foregoing is a negative number, then the G&A Payment on such Recalculation Date shall be an amount equal to the G&A Payment immediately prior to such Recalculation Date. 
 2. On any Recalculation Date (other than any Recalculation Date of March 1), the G&A Payment shall be an amount equal to “((“A”
÷ “B”) x “C”) / 12”, where: 
 “A” = means an amount equal to the Owner Gross Margin for
the Calculation Year immediately preceding such Recalculation Date as adjusted to take into account annualized projections for the operation of the acquired assets or businesses and/or Development Projects giving rise to such recalculation (and any
other assets or business acquired or Development Projects completed since the immediately preceding Recalculation Date), as set forth in a pro-forma statement to be prepared by the Management Company in good faith (subject to any adjustments
mutually agreed by the Parties); 
  

 ANNEX 1 








 “B” = means an amount equal to RGNC Gross Margin for the immediately preceding
Calculation Year (subject to any adjustments mutually agreed by the Parties); and 
 “C” = means an amount equal to
Regency Energy Partners LP’s general and administrative expenses for the immediately preceding Calculation Year (subject to any adjustments mutually agreed by the Parties); 
 provided, that if the G&A Payment calculated in accordance with the foregoing is a negative number, then the G&A Payment on such Recalculation Date shall be an amount equal to the G&A
Payment immediately prior to such Recalculation Date. 
  

 ANNEX 1 








 Schedule 2.1 
 G&A Services 
 (a) in-house legal and compliance
services (including, but only to the extent in-house counsel is fully qualified to provide such services, the preparation and submission of filings under any Law applicable to the Assets and submitting applications to obtain necessary governmental
approvals and permits applicable to the Assets); 
 (b) in-house accounting and bookkeeping services; 
 (c) billings and collections; 
 (d) in-house cash management services; 
 (e) in-house treasury and finance
services (including preparation of the financial statements and reports described in Section 9.2 of the Partnership Agreement to the extent such reports are prepared by the Management Company’s in-house personnel with respect to the
Assets as of the Effective Date); 
 (f) in-house tax planning and preparation services; 
 (g) in-house risk management services, including management of the procurement of insurance; 
 (h) office space; 
 (i) in-house health, safety and environmental services; 
 (j) in-house information technology and data processing
services; 
 (k) in-house human resources and benefit planning and administration services; 
 (l) in-house payroll management services; 
 (m) internal audit and tax services; 
 (n) in-house strategic planning;

 (o) in-house corporate development; 
 (p) in-house capacity marketing; 
 (q) assistance with debt financing; 

(r) assistance with asset sales; 
  

 2.1-1 








 (s) prepare and submit to the Owner daily reports showing all product movements on the
Assets by receipt and delivery point; 
 (t) communicate and coordinate with the point operators on the Assets the daily
delivery and receipt of products to and from the Assets by such point operators; 
 (u) prepare and submit to the Owner a
quarterly report summarizing financial results, operations and routine maintenance for the preceding calendar quarter; 
 (v)
manage rights-of-way agreements, including maintaining all books, records, and files related to the rights-of way; 
 (w)
maintain books and records for testing, operating, inspecting, and maintaining the Assets; 
 (x) comply with all licensing,
permitting, removal, remediation, and abatement of any contamination or pollution which now exists and that relates to the Assets; 
 (y) make and file, in the name and on behalf of the Owner, all required operational reports with Governmental Authorities; 
 (z) calculate measurement balance between receipts and deliveries and make product shipments per written or electronic instructions of the Owner; and 
 (aa) update, implement, and use environmental, health, and safety programs and procedures that are at least as stringent as the Owner’s programs and procedures in effect from time to time and of
which the Management Company has been notified in writing by the Owner from time to time. 
  

 2.1-2 








 Schedule 2.2 
 O&M Services 
 (a) prepare for, handle, and
respond to, in the name and on behalf of the Owner, all audits and inspections of the Assets by any Governmental Authority, including those by the Department of Transportation Office of Pipeline Safety and the Environmental Protection Agency;

 (b) perform all one-call response and line locates; 
 (c) perform line and air patrols; 
 (d) use and maintain a Supervisory Control and Data Acquisition Assets (SCADA) to monitor and remotely operate the Assets; 
 (e) maintain and repair all equipment, materials, machinery, and other facilities comprising any part of the Assets, including Supervisory Control and Data Acquisition System (SCADA) equipment;

 (f) retain contractors to repair any leaks to the Assets and related clean-up and remediation in accordance with applicable
Laws; 
 (g) schedule and record details of the regular inspection of all of the Owner’s equipment and maintain a database
of all such records and furnish the Owner with copies of all inspection results; 
 (h) obtain all certification required under
applicable Laws for the Owner equipment; maintain all documentation for the equipment as well as update the documentation with any subsequent bulletins, notes, warnings and cautions published by the original equipment manufacturer; forward copies of
all such notifications to the Owner; 
 (i) measure product receipts and deliveries, align valves as required to make receipts
and deliveries, make tests of product quality, and calibrate and prove meters and other measuring devices, as required; 
 (j)
purchase, in the name and on behalf of the Owner, electric power, gas, and other fuel for operation of the Assets; 
 (k) assist
the Owner with the Owner’s payment and settlement of any pipeline measurement imbalances or product allocations, scheduling, or nominations; 
 (l) operate and maintain cathodic protection, including installation of new rectifiers and ground beds necessary to provide supplemental cathodic protection, and replace existing rectifiers and ground
beds which are worn out or damaged by outside forces such as lightning; 
  

 2.2-1 








 (m) respond timely to any emergency, notify the Owner of the emergency, and perform any
activities related to response to the emergency; 
 (n) update, implement, and use a pipeline Integrity Management Program
(“IMP”) in compliance with 49 CFR Part 195.452 and that meets the following guidelines: 
 (i) the IMP
will provide for inspection, risk analysis, integrity testing (including pigging and smart pigging), maintenance, and repair adequate to ensure pipeline integrity in accordance with and at least as stringent as required under 49 CFR Part 195;

 (ii) under the IMP, the Management Company shall schedule and perform the required integrity testing using one or more of
the methods, tools, and equipment as defined in 49 CFR Part 195.452 to inspect the Assets at a minimum frequency as required by applicable Laws and, subject to the Owner’s review, to repair any noted deficiencies in the Assets in accordance
with applicable Laws. The Management Company shall make available to the Owner upon reasonable advance notice by the Owner and during normal business hours, the results of any integrity test required by 49 CFR Part 195.452, well as all documentation
maintained by the Management Company concerning the mechanical integrity and condition of the Assets and any maintenance records; 
 (iii) the Management Company shall provide reasonable advance notice to the Owner of any integrity tests and proposed related repairs to be performed in accordance with the IMP and the Owner shall have the right to observe all such tests
and repair work; and 
 (iv) the Management Company shall maintain a current copy of the IMP and provide such current copy to
the Owner; 
 (o) update and maintain the current emergency response plans in compliance with applicable Laws and conduct
emergency response training; 
 (p) erect and maintain signage in accordance with applicable Laws and Prudent Industry Practices
identifying the Management Company as the operator; 
 (q) maintain inventory of spare parts and supplies on behalf of the
Owner; and 
 (r) maintain rights-of-way (tree trimming, mowing etc.). 
  

 2.2-2 








 Schedule 2.3 
 Construction Management Services 
 (a) use
commercially reasonable efforts to cause the Development Project to be constructed in accordance with the Haynesville Expansion Budget or the applicable Project Budget (including any applicable timeline set forth therein) in all material respects;

 (b) manage the coordination of, all work and services required for the engineering, procurement, construction, commissioning,
startup and testing of the Development Project; 
 (c) apply for and obtain, in the name and on behalf of the Owner, any and all
authorizations, permits, licenses and approvals which are required by governmental authorities to be taken out in the Owner’s name in connection with the Development Project; 
 (d) oversee and administer with respect to the Development Project (i) each equipment supplier under each equipment purchase agreement,
and (ii) each vendor, supplier or service provider under each other agreement or document to which the Management Company is a party relating to the Development Project; 
 (e) assist the Owner in acquiring materials related to the Development Project that are required to be acquired by the Owner; 
 (f) negotiate any development and construction documents (and amendments thereof and waivers of rights thereunder) for execution and
delivery by the Owner; 
 (g) maintain all books and records with respect to the Development Project conducted on behalf of the
Owner; 
 (h) contest, in the name and on behalf of the Owner, any mechanics’ or materialmen’s lien; 
 (i) bring any claims on behalf of the Owner, or defend any claims against the Owner, or seek resolution of any disputes between any Person
and the Owner arising from the Management Company’s performance of the Construction Management Services; and 
 (j) enforce
the Owner’s rights under the development and construction documents. 
  

 2.3-1 








 Schedule 2.5 
 Insurance 
 All-Risk Property and Business Interruption 

  

					
	Named Insured:	  	 Regency Energy Partners, LP
 (Broad Form Named Insured applies)

	Insureds:	  	To include the Owner
	Coverage:	  	All Risks of direct physical loss or damage except as excluded
	Description of Covered Property:	  	Gas Plants and Gas Gathering Systems
	Locations Insured:	  	As currently scheduled and as may be requested in the future
	Values Insured:	  	The scheduled insured values as may be amended at the request of or in consultation with the Owner from time to time.
	Limit of Insurance:	  	$ 100,000,000	 	Each Occurrence
	Key Sub-Limits:	  	Each Occurrence unless otherwise stated
	 Business Interruption
	  	Per Schedule	 	
	 Earthquake
	  	 $ 50,000,000
 No Coverage
	 	 Aggregate, except
 California Earthquake

	 Flood
	  	 $ 20,000,000
 $
10,000,000
	 	 Aggregate, except
 Zones A
and V

	 Named Windstorm
	  	$ 100,000,000	 	Aggregate
	 Accounts Receivable
	  	$ 10,000,000	 	
	 Civil/Military Authority
	  	4 weeks	 	(5 mile limitation)
	 Claims Preparation
	  	$ 500,000	 	
	 Contingent Business Interruption/ Contingent Extra Expense
	  	$ 10,000,000
	 Course of Construction
	  	$ 10,000,000	 	(No DSU)
	 Debris Removal (greater of)
	  	$ 5,000,000 or 25% of adjusted direct property loss
	 Demolition/Increased Cost of Construction
	  	$ 10,000,000
	 Extra Expense
	  	$ 10,000,000	 	
	 Expediting Expense
	  	$ 10,000,000	 	
	 EDP Equipment and Media
	  	$ 10,000,000	 	
	 Errors and Omissions
	  	$ 5,000,000	 	
	 Fine Arts
	  	$ 250,000	 	
	 Fire Fighting Expenses
	  	$ 1,000,000	 	
	 Ingress/Egress
	  	$ 4 weeks	 	(5 mile limitation)

  

 2.5-1 









			
	 Leasehold Interest
	  	$ 2,500,000
	 Unnamed Locations
	  	$ 5,000,000
	 Newly Acquired Property
	  	$ 10,000,000 (Excludes BI, Flood, Earthquake, Named Windstorm)
	 Pollution Cleanup
	  	 $ 250,000 subject to
 $
500,000 aggregate

	 Pipelines River Crossings
	  	$ 5,000,000
	 Service Interruption
	  	$ 10,000,000
	 Transit Inland
	  	$ 10,000,000
	 Valuable Papers and Records
	  	$ 10,000,000
	Period of Indemnity:	  	12 Months
	Deductibles – Physical Damage:	  	 $ 250,000 Each Occurrence, except
 2% location TIV Zone A or V Flood ($250,000 minimum)

	Deductibles – Time Element:	  	 720 Hours Business Interruption, Time Element Extra Expense, Contingent Business Interruption, Contingent Extra Expense
 48 Hours Waiting Period (qualifier)

	Notable Clauses and Coverage Extensions:	  	72-Hour Clause – Wind, Flood and Earthquake
		  	Unintentional Errors or Omissions
		  	Underground pipelines and river crossings as Covered Property
	Notable Exclusions and Restrictions:	  	Exclusion – Terrorism
		  	Exclusion – Transmission lines beyond 1,000 feet from insured premises
		  	Exclusion – Data Distortion/Corruption
		  	Exclusion – Date Recognition (Millennium endorsement)
		  	Exclusion – Mold
		  	Exclusion – Political Risk
		  	Exclusion – Asbestos
		  	Exclusion – Biological or Nuclear
		  	OFAC Endorsement
		  	Off-Premises Power/Service Interruption limited to one (1) mile
	Valuation:	  	Repair or Replacement Cost
	Coinsurance:	  	Not applicable (Agreed Amount)
	Additional Insured:	  	As endorsed
	Waiver of Subrogation:	  	Permissible
	Cancellation:	  	60 days, except 10 days for non-payment of premium
	Invalidation:	  	Included

  

 2.5-2 








 Commercial General Liability 
  

					
	Named Insured:	  	 Regency Energy Partners, LP
 (Broad Form Named Insured applies)

	Insured	  	To Include the Owner and Management Company
			
	Limits of Liability:	  	$ 1,000,000	 	Each Occurrence
		  	$ 2,000,000	 	General Aggregate
		  	$ 2,000,000	 	Products/Completed Operations Aggregate
		  	$ 1,000,000	 	Personal and Advertising Injury Limit
		  	$ 300,000	 	Damage to Rented Premises - Any One Premises
		  	$ 10,000	 	Medical Expense Limit - Any One Person
		  	$ 1,000,000	 	Employee Benefits Liability - Each Claim/Aggregate
		  	$ 1,000,000	 	Time Element Pollution - Each Claim
		  	$ 2,000,000	 	Time Element Pollution - Aggregate
	Deductibles:	  	None, except
		  	$ 10,000	 	Employee Benefits Liability
		  	$ 10,000	 	Time Element Pollution
	Coverage Extensions:	  	Unintentional Failure to Disclose Hazards
		  	Notice of Occurrence (enhanced)
		  	Knowledge of Occurrence (enhanced)
		  	Contractual Liability – Railroads
		  	Time Element Pollution – Date Trigger 30/60
		  	Amendment – Professional Health Care Services by Employees
		  	Certified Terrorism
	Notable Exclusions and Restrictions:	  	Non-cumulation of liability
		  	Exclusion – Violation of Statutes Governing Communications
		  	Exclusion – Nuclear Energy Liability
		  	Exclusion – Asbestos
		  	Exclusion – Discrimination
		  	Exclusion – Employment Related Practices
		  	Exclusion – Electromagnetic Fields
		  	Exclusion – MTBE
		  	Exclusion – Total Pollution
		  	Exclusion – Silica
		  	Exclusion – All Professional Services
		  	Exclusion – Lead
		  	Exclusion – Radioactive Matter
		  	Exclusion – PCB
		  	Exclusion – Fungi or Bacteria
		  	Exclusion – Punitive Damages Related to Certified Act of Terrorism
		  	Exclusion – Terrorism (coverage limited to Certified Acts of Terrorism)
	Additional Insured:	  	Blanket as required by contract
	Waiver of Subrogation:	  	Blanket as required by contract
	Other Insurance:	  	In accordance with industry practice
	Cancellation:	  	60 days, except 10 days for non-payment of premium
	Separation of Insureds:	  	Included

  

 2.5-3 








 Automobile Liability 
  

			
	Named Insured:	  	 Regency Energy Partners, LP
 (Broad Form Named Insured applies)

	Insured:	  	To include the Owner and Management Company
		
	Limits of Liability:	  	 $ 1,000,000 Combined Single Limit - Per Accident
     Statutory Personal Injury Protection
     Statutory
Uninsured/Underinsured Motorist

	Deductibles:	  	None
	Coverage Extensions:	  	Drive Other Car (Limit $1,000,000)
		  	Pollution Liability – Broadened for Covered Autos
		  	Employees as Insureds
		  	Coverage for Certain Operations in Connection with Railroads
		  	Hired Autos Specified as Covered Autos You Own
		  	Motor Carrier Act of 1980 (MCS90)
		
	Notable Exclusions and Restrictions:	  	Exclusion – Nuclear Energy Liability
		  	Exclusion – Terrorism
	Additional Insured:	  	Any lessor with written contact requiring primary insurance, and blanket as required by contact
	Waiver of Subrogation:	  	Blanket as required by contract
	Other Insurance:	  	In accordance with industry practice
	Cancellation:	  	60 days, except 10 days for non-payment of premium
	Separation of Insureds:	  	Included

 Workers’ Compensation & Employers’ Liability 
  

			
	Named Insured:	  	 Regency Energy Partners, LP and Management Company
 (Broad Form Named Insured applies)

	Additional Insured:	  	To include the Owner (if insurance policy practices permit)
		
	Limits of Liability:	  	Coverage A – Workers’ Compensation
		  	Statutory
		  	Coverage B – Employers’ Liability
		  	$ 1,000,000 Bodily Injury by Accident – Each Accident
		  	$ 1,000,000 Bodily Injury by Disease – Each Employee
		  	$ 1,000,000 Bodily Injury by Disease – Policy Limit
	Deductibles:	  	None

  

 2.5-4 









			
	Coverage Extensions:	  	Alternate Employer Endorsement
		  	Foreign Coverage Endorsement
		  	Repatriation Expense Endorsement
		  	Employers’ Liability (ND, WA, WV, WY, OH)
		  	Longshore and Harbor Workers’ Compensation Act Coverage
		  	Maritime Coverage
		  	Knowledge and Notice of Occurrence (enhanced)
		  	Unintentional Errors or Omissions in Reporting
		  	Voluntary Compensation Endorsement
		  	Voluntary Compensation Maritime Endorsement
	Notable Exclusions and Restrictions:	  	Exclusion – Certified Acts of Terrorism
	Waiver of Subrogation:	  	Blanket as required by contract
	Cancellation:	  	60 days, except 10 days for non-payment of premium

 First Excess Liability (Claims Made) 
  

					
	Named Insured:	  	 Regency Energy Partners, LP
 (Broad Form Named Insured applies)

	Insured:	  	To include the Owner and Management Company
		
	Retroactive Date:	  	December 1, 2004
	Limits of Liability:	  	$ 35,000,000	 	Each Occurrence
		  	Per % interest Joint Venture Limit
		  	$ 35,000,000	 	Products/Completed Operations Aggregate
		  	$ 0	 	Failure to Supply Aggregate
		  	$ 35,000,000	 	Pollution Liability Aggregate
		  	$ 35,000,000	 	Medical Malpractice Injury Limit
	Underlying Insurance:	  	$ 1,000,000	 	General Liability
		  	$ 1,000,000	 	Pollution Liability
		  	$ 1,000,000	 	Care, Custody or Control
		  	$ 1,000,000	 	Employers’ Liability
		  	$ 1,000,000	 	Automobile Liability
		  	$ 10,000,000	 	Non-Owned Aircraft Liability
			
		  	$ 1,000,000	 	Each Occurrence not covered by underlying insurance
	Deductibles:	  	None
	Notable Exclusions and Restrictions:	  	Exclusion – Nuclear Energy Liability
		  	Exclusion – Employment Practices Liability
		  	Exclusion – MTBE
	Additional Insured:	  	Blanket as required by contract
	Waiver of Subrogation:	  	Permissible prior to loss
	Other Insurance:	  	This policy is excess of (a) any other valid and collectable insurance, (b) 10% of the limit of any EED, OEE or similar policy form, or (c) $1,000,000 per occurrence
of Pollution Liability
	Cancellation:	  	90 days, except 10 days for non-payment of premium
	Separation of Insureds:	  	Included

  

 2.5-5 








 Second Excess Liability (Claims Made) 
  

					
	Named Insured:	  	 Regency Energy Partners, LP
 (Broad Form Named Insured applies)

	Insured	  	a) To include the Owner and Management Company
		
	Retroactive Date:	  	December 1, 2004
	Limits of Liability:	  	$ 115,000,000	 	Each Occurrence
		  	$ 115,000,000	 	Aggregate
		
		  	Excess of underlying limits
	Underlying Insurance:	  	$ 35,000,000	 	Each Occurrence
		  	TBD	 	Joint Venture Limit
		  	$ 35,000,000	 	Products/Completed Operations Aggregate
		  	$ 0	 	Failure to Supply Aggregate
		  	$ 35,000,000	 	Pollution Liability Aggregate
		  	$ 35,000,000	 	Medical Malpractice Injury Limit
		
		  	In turn excess of primary limits/retentions
	Self-Insured Retention:	  	$ 250,000	 	Each Occurrence
	Notable Exclusions and Restrictions:	  	Exclusion – Radioactive Contamination
		  	Exclusion – Cyber Attack
		  	Exclusion – Professional Liability (except BI and PD directly resulting from Midstream Energy Company)
	Additional Insured:	  	In accordance with industry practice
	Waiver of Subrogation:	  	In accordance with industry practice
	Other Insurance:	  	In accordance with industry practice
	Cancellation:	  	In accordance with industry practice
	Separation of Insureds:	  	In accordance with industry practice

 Non-Owned Aircraft Liability 
  

					
	Named Insured:	  	 Regency Energy Partners, LP
 (Broad Form Named Insured applies)

	Insured:	  	To include the Owner and Management Company
			
	Limits of Liability:	  	$ 10,000,000	 	Combined Single Limit
		  		 	Bodily Injury and Property Damage
		  	$ 5,000	 	Medical Payments – Each Person
		  	$ 500	 	Baggage Liability – Each Person
		  	$ 10,000,000	 	Personal Injury Liability Aggregate
		  	$ 10,000,000	 	Aviation Premises Liability
	Deductible:	  	None	 	
	Notable Exclusions and Restrictions:	  	Exclusion – War Liability
		  	Exclusion – Certified Acts of Terrorism
	Coverage Extensions:	  	Fellow Employee Exclusion deleted
	Cancellation:	  	60 days, except 10 days for non-payment of premium

  

 2.5-6 








 Employment Practices Liability (Claims Made) 
  

			
	Named Insured:	  	Regency GP LLC
	Insured:	  	To include the Owner and Management Company
		
	Continuity Dates:	  	May 31, 2005
	Limits of Liability:	  	$ 1,000,000 Aggregate
	Retention:	  	$ 100,000
	Notable Exclusions and Restrictions:	  	In accordance with industry practice
	Coverage Extensions:	  	Discovery Amended – Bilateral 125%
		  	Employment Crisis Fund Endorsement - $25,000
	Cancellation:	  	In accordance with industry practice

  

 2.5-7 








 Schedule 2.8 
 Senior Management Team 
  

							
	 Name
	  	Percentage of Dedicated
Working Time (prior to
completion of Haynesville
Expansion Project)	 	 	Percentage of Dedicated
Working Time (after
completion of Haynesville
Expansion
Project)	 
	 Martin Anthony
	  	80	% 	 	50	% 
	 Pat Giroir
	  	80	% 	 	50	% 
	 Brian Reese
	  	80	% 	 	50	% 

  

 2.8-1