exhibit2.htm


    

      COMMON
UNIT PURCHASE AGREEMENT

       

      


       

      among

       

      


       

      REGENCY
ENERGY PARTNERS LP

       

      and

       

      NEUBERGER
BERMAN, LLC

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
of Contents

       

       

      
        	
                ARTICLE
      I DEFINITIONS

              	
                1

              
	
                Section
      1.01

              	
                Definitions

              	
                1

              
	
                Section
      1.02

              	
                Accounting
      Procedures and Interpretation

              	
                5

              
	 	 
	
                ARTICLE
      II AGREEMENT TO SELL AND PURCHASE

              	
                5

              
	
                Section
      2.01

              	
                Sale
      and Purchase

              	
                5

              
	
                Section
      2.02

              	
                Closing

              	
                5

              
	
                Section
      2.03

              	
                Conditions
      to Closing.

              	
                5

              
	
                Section
      2.04

              	
                Regency
      Deliveries

              	
                6

              
	
                Section
      2.05

              	
                The
      Purchaser’s Deliveries

              	
                7

              
	 	
                 

              
	
                ARTICLE
      III REPRESENTATIONS AND WARRANTIES AND COVENANTS  RELATED TO
      REGENCY

              	
                7

              
	
                Section
      3.01

              	
                Partnership
      Existence

              	
                7

              
	
                Section
      3.02

              	
                Capitalization
      and Valid Issuance of Purchased Units

              	
                8

              
	
                Section
      3.03

              	
                Registration
      Statement and Prospectus.

              	
                9

              
	
                Section
      3.04

              	
                Regency
      SEC Documents

              	
                10

              
	
                Section
      3.05

              	
                No
      Material Adverse Change

              	
                10

              
	
                Section
      3.06

              	
                Litigation

              	
                11

              
	
                Section
      3.07

              	
                No
      Conflicts; Compliance with Laws

              	
                11

              
	
                Section
      3.08

              	
                Authority,
      Enforceability

              	
                11

              
	
                Section
      3.09

              	
                Approvals

              	
                12

              
	
                Section
      3.10

              	
                MLP
      Status

              	
                12

              
	
                Section
      3.11

              	
                Investment
      Company Status

              	
                12

              
	
                Section
      3.12

              	
                Certain
      Fees

              	
                12

              
	
                Section
      3.13

              	
                No
      Side Agreements

              	
                12

              
	
                Section
      3.14

              	
                Insurance

              	
                12

              
	
                Section
      3.15

              	
                Internal
      Accounting Controls

              	
                12

              
	
                Section
      3.16

              	
                Listing
      and Maintenance Requirements

              	
                13

              
	
                Section
      3.17

              	
                Confidential
      Information

              	
                13

              
	
                Section
      3.18

              	
                Further
      Agreements of Regency

              	
                13

              
	 	 
	
                ARTICLE
      IV REPRESENTATIONS AND WARRANTIES AND COVENANTS  OF THE
      PURCHASER

              	
                13

              
	
                Section
      4.01

              	
                Existence

              	
                13

              
	
                Section
      4.02

              	
                Authorization,
      Enforceability

              	
                13

              
	
                Section
      4.03

              	
                No
      Breach

              	
                13

              
	
                Section
      4.04

              	
                Certain
      Fees

              	
                14

              
	
                Section
      4.05

              	
                No
      Side Agreements

              	
                14

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Section
      4.06

              	
                Short
      Selling

              	
                14

              
	
                Section
      4.07

              	
                Regency
      Information

              	
                14

              
	 	 
	
                ARTICLE
      V INDEMNIFICATION, COSTS AND EXPENSES

              	
                14

              
	
                Section
      5.01

              	
                Indemnification
      by Regency

              	
                14

              
	
                Section
      5.02

              	
                Indemnification
      by the Purchasers

              	
                14

              
	
                Section
      5.03

              	
                Indemnification
      Procedure

              	
                15

              
	 	 
	
                ARTICLE
      VI MISCELLANEOUS

              	
                16

              
	
                Section
      6.01

              	
                Interpretation
      and Survival of Provisions

              	
                16

              
	
                Section
      6.02

              	
                Survival
      of Provisions

              	
                16

              
	
                Section
      6.03

              	
                No
      Waiver; Modifications in Writing

              	
                16

              
	
                Section
      6.04

              	
                Binding
      Effect; Assignment

              	
                17

              
	
                Section
      6.05

              	
                Non-Disclosure

              	
                17

              
	
                Section
      6.06

              	
                Communications

              	
                18

              
	
                Section
      6.07

              	
                Entire
      Agreement

              	
                18

              
	
                Section
      6.08

              	
                Governing
      Law

              	
                19

              
	
                Section
      6.09

              	
                Waiver
      of Jury Trial

              	
                19

              
	
                Section
      6.10

              	
                Execution
      in Counterparts

              	
                19

              


      

      


       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      COMMON
UNIT PURCHASE AGREEMENT

       

      This
COMMON UNIT PURCHASE AGREEMENT, dated as of July 25, 2008 (this “Agreement”), is by
and between REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”), and
Neuberger Berman, LLC (“Neuberger”), acting
in its capacity as investment advisor for certain clients on behalf of those
clients for whom Neuberger is purchasing the Common Units (as defined below)
(the “Purchaser”).

       

      WHEREAS,
Regency has filed with the Commission (as defined below), pursuant to the
Securities Act (as defined below) and the rules and regulations adopted by the
Commission thereunder, the Registration Statement (as defined below) relating to
the offer and sale from time to time of up to $691,322,449 aggregate initial
offering price of common units representing limited partner interests in Regency
(“Common
Units”) and certain other Regency securities, and such Registration
Statement has become effective; and

       

      WHEREAS,
Regency desires to sell to the Purchaser, and the Purchaser desires to purchase
from Regency, certain of those Common Units, in accordance with the provisions
of this Agreement.

       

      NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:

       

      ARTICLE
I

       

      DEFINITIONS

       

      Section
1.01    Definitions.  As
used in this Agreement, and unless the context requires a different meaning, the
following terms have the meanings indicated:

       

      “Affiliate” means,
with respect to a specified Person, any other Person, directly or indirectly
controlling, controlled by or under direct or indirect common control with such
specified Person.  For purposes of this definition, “control”
(including, with correlative meanings, “controlling,” “controlled by,” and
“under common control with”) means the power to direct or cause the direction of
the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise.

       

      “Basic Documents”
means, collectively, this Agreement, the Partnership Agreement and any and all
other agreements or instruments executed and delivered by the Parties to
evidence the execution, delivery and performance of this Agreement, and any
amendments, supplements, continuations or modifications thereto.

       

      “Business Day” means
any day other than a Saturday, Sunday, any federal legal holiday or day on which
banking institutions in the State of New York or State of Texas are authorized
or required by law or other governmental action to close.

       

      “Class D Units” means
the Class D units representing limited partner interests in Regency and any
Common Units into which such Class D Units convert.

       



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      “Closing” shall have
the meaning specified in Section 2.03.

       

      “Closing Date” shall
have the meaning specified in Section 2.03.

       

      “Commission” means the
United States Securities and Exchange Commission.

       

      “Common Units” has the
meaning set forth in the recitals.

       

      “Delaware LLC Act”
shall have the meaning specified in Section
3.02.

       

      “Delaware LP Act”
shall have the meaning specified in Section 3.02.

       

      “Effective Date” shall
have the meaning specified in Section
3.03.

       

      “Effective Time” shall
have the meaning specified in Section
3.03.

       

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

       

      “GAAP” means generally
accepted accounting principles in the United States of America in effect from
time to time.

       

      “General Partner”
means Regency GP LP, a Delaware limited partnership, and includes Regency GP
LLC, a Delaware limited liability company and the general partner of Regency GP
LP.

       

      “Governmental
Authority” means, with respect to a particular Person, any country,
state, county, city and political subdivision in which such Person or such
Person’s Property is located or which exercises valid jurisdiction over any such
Person or such Person’s Property, and any court, agency, department, commission,
board, bureau or instrumentality of any of them and any monetary authority which
exercises valid jurisdiction over any such Person or such Person’s
Property.  Unless otherwise specified, all references to Governmental
Authority herein with respect to Regency means a Governmental Authority having
jurisdiction over Regency, its Subsidiaries or any of their respective
Properties.

       

      “Indemnified Party”
shall have the meaning specified in Section 5.03.

       

      “Indemnifying Party”
shall have the meaning specified in Section 5.03.

       

      “Law” means any
federal, state, local or foreign order, writ, injunction, judgment, settlement,
award, decree, statute, law, rule or regulation.

       

      “Lien” means any
mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security
agreement, conditional sale or trust receipt or a lease, consignment or
bailment, preference or priority or other encumbrance upon or with respect to
any property of any kind.

       

      “LTIP” shall have the
meaning specified in Section 3.02(b).

       

      “NASDAQ” means the
NASDAQ Global Select Market.

       



      
        
           


        

        
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      “Neuberger” means
Neuberger Berman, LLC, acting as investment advisor for certain clients on
behalf of those clients for whom Neuberger is purchasing the Common
Units.

       

      “Partnership
Agreement” means the Fourth Amended and Restated Agreement of Limited
Partnership of Regency, dated February 15, 2006, as amended from time to
time.

       

      “Partnership
Securities” means any class or series of equity interest in Regency (but
excluding any options, rights, warrants and appreciation rights relating to an
equity interest in Regency), including without limitation Common Units,
Subordinated Units, Class D Units and the Incentive Distribution Rights (as
defined in the Partnership Agreement).

       

      “Person” means any
individual, corporation, company, voluntary association, partnership, joint
venture, trust, limited liability company, unincorporated organization,
government or any agency, instrumentality or political subdivision thereof, or
any other form of entity.

       

      “Property” means any
interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible.

       

      “Prospectus” shall
have the meaning specified in Section
3.03.

       

      “Purchase Price” means
the $23,590,000 paid by the Purchaser for the Purchased Units; provided that if
the Closing occurs after the record date of the distribution to Regency
unitholders with respect to the quarter ended June 30, 2008, the Purchase Price
will be reduced by an amount per Purchased Unit equal to such
distribution.

       

      “Purchased Units”
means the 1,000,000 common units purchased by the Purchaser.

       

      “Purchaser Related
Parties” shall have the meaning specified in Section 5.01.

       

      “Purchaser” has the
meaning set forth in the introductory paragraph of this Agreement.

       

      “Regency” has the
meaning set forth in the introductory paragraph.

       

      “Regency Credit
Facility” means the Fourth Amended and Restated Credit Agreement, dated
as of August 15, 2006, as amended as of the date hereof and from time to time,
by and among Regency and the lenders named therein, as amended as of the date
hereof.

       

      “Regency Financial
Statements” shall have the meaning specified in Section 3.04.

       

      “Regency Material Adverse
Effect” means any material and adverse effect on (a) the assets,
liabilities, financial condition, business, operations, affairs or prospects of
Regency and its Subsidiaries taken as a whole; (b) the ability of Regency
and its Subsidiaries taken as a whole to carry on their business as such
business is conducted as of the date hereof or to meet their obligations under
the Basic Documents on a timely basis; or (c) the ability of Regency to
consummate the transactions under any Basic Document; provided, however, that a
Regency Material Adverse Effect shall not include any material and adverse
effect on the foregoing to the extent such material and adverse effect results
from, arises out of, or relates to (x) a general deterioration in the
economy or changes in the general state of the industries in which
the

       



      
        
           


        

        
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      Regency
Parties operate, except to the extent that the Regency Parties, taken as a
whole, are adversely affected in a disproportionate manner as compared to other
industry participants, (y) the outbreak or escalation of hostilities
involving the United States, the declaration by the United States of a national
emergency or war or the occurrence of any other calamity or crisis, including
acts of terrorism, or (z) any change in accounting requirements or
principles imposed upon Regency and its Subsidiaries or their respective
businesses or any change in applicable Law, or the interpretation
thereof.

       

      “Regency Parties”
means Regency, the General Partner and all of Regency’s
Subsidiaries.

       

      “Regency Related
Parties” shall have the meaning specified in Section 5.02.

       

      “Regency SEC
Documents” shall have the meaning specified in Section 3.04.

       

      “Registration
Statement” shall have the meaning specified in Section
3.03.

       

      “Representatives” of
any Person means the officers, directors, managers, employees, agents, counsel,
accountants, investment bankers and other representatives of such
Person.

       

      “Rules and
Regulations” shall have the meaning specified in Section
3.03.

       

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

       

      “Subsidiary” means, as
to any Person, any corporation or other entity of which: (i) such Person or
a Subsidiary of such Person is a general partner or manager; (ii) at least
a majority of the outstanding equity interest having by the terms thereof
ordinary voting power to elect a majority of the board of directors or similar
governing body of such corporation or other entity (irrespective of whether or
not at the time any equity interest of any other class or classes of such
corporation or other entity shall have or might have voting power by reason of
the happening of any contingency) is at the time directly or indirectly owned or
controlled by such Person or one or more of its Subsidiaries; or (iii) any
corporation or other entity as to which such Person consolidates for accounting
purposes.

       

      “Transfer” shall have
the meaning specified in Section
4.06.

       

      Section
1.02                                 Accounting Procedures and
Interpretation.  Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all determinations with
respect to accounting matters hereunder shall be made, and all Regency Financial
Statements and certificates and reports as to financial matters required to be
furnished to the Purchaser hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto or, in the case of unaudited statements, as
permitted by Form 10-Q promulgated by the Commission) and in compliance as
to form in all material respects with applicable accounting requirements and
with the published rules and regulations of the Commission with respect
thereto.

       


      
        
           


        

        
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      ARTICLE
II

       

      AGREEMENT
TO SELL AND PURCHASE 

       

      Section
2.01                                 Sale and
Purchase.  Subject to the terms and conditions hereof, Regency
hereby agrees to issue and sell to the Purchaser, free and clear of any and all
Liens, and the Purchaser hereby agrees to purchase from Regency, the Purchased
Units, and the Purchaser agrees to pay Regency the Purchase Price.

       

      Section
2.02                                 Closing.  Subject
to the terms and conditions hereof, the consummation of the purchase and sale of
the Purchased Units hereunder (the “Closing”) shall take place at
9:00 a.m., Central Daylight Time, on August 1, 2008 at the offices of
Vinson & Elkins L.L.P., First City Tower, 1001 Fannin Street,
Houston, Texas 77002, or at such other time and date not later than five (5)
full Business Days thereafter as Regency and the Purchaser may agree (the
“Closing Date”).  The parties agree that the Closing may occur via
delivery of facsimiles of this Agreement and cross-receipts; provided, that
originals of such documents are sent via overnight delivery to be received by
the other party (or designee of such other party) on the first business day
immediately following the Closing Date.

       

      Section
2.03                                 Conditions to
Closing.

       

      (a)           Mutual
Conditions.  The respective obligations of each party to
consummate the purchase and issuance and sale of the Purchased Units shall be
subject to the satisfaction on or prior to the Closing Date of each of the
following conditions (any or all of which may be waived by a particular party on
behalf of itself in writing, in whole or in part, to the extent permitted by
applicable Law):

       

      (i)                 no
statute, rule, order, decree or regulation shall have been enacted or
promulgated, and no action shall have been taken, by any Governmental Authority
which temporarily, preliminarily or permanently restrains, precludes, enjoins or
otherwise prohibits the consummation of the transactions contemplated hereby or
makes the transactions contemplated hereby illegal; and

       

      (ii)                 there
shall not be pending any suit, action or proceeding by any Governmental
Authority seeking to restrain, preclude, enjoin or prohibit the transactions
contemplated by this Agreement.

       

      (b)The Purchaser’s
Conditions.  The respective obligation of the Purchaser to
consummate the purchase of the Purchased Units shall be subject to the
satisfaction on or prior to the Closing Date of each of the following conditions
(any or all of which may be waived by the Purchaser in writing, in whole or in
part with respect to its Purchased Units, to the extent permitted by applicable
Law):

       

      (i)                 since
the date of this Agreement, no Regency Material Adverse Effect shall have
occurred and be continuing;

       

      (ii)                 no
notice of delisting shall have been received by Regency;

       
                (iii)                the
representations and warranties of Regency contained in this Agreement that are
qualified by materiality or Regency Material Adverse Effect shall be true and
correct as of the Closing Date as if made on and as of the Closing Date and all
other representations and warranties shall be true and correct in all material
respects as of 

      
        
           


        

        
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      the
Closing Date as if made on and as of the Closing Date (except that
representations made as of a specific date shall be required to be true and
correct as of such date only); and

       

      (iv)                 Regency
shall have delivered, or caused to be delivered, to the Purchaser at the
Closing, Regency’s closing deliveries described in Section
2.04.

       

      (c)    Regency’s
Conditions.  The obligation of Regency to consummate the sale
of the Purchased Units to the Purchaser shall be subject to the satisfaction on
or prior to the Closing Date of the following condition (which may be waived by
Regency in writing, in whole or in part, to the extent permitted by applicable
Law): the representations and warranties of the Purchaser contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing Date as if made on and as of the Closing Date (except that
representations made as of a specific date shall be required to be true and
correct as of such date only).

       

      Section
2.04    Regency
Deliveries.  At the
Closing, subject to the terms and conditions hereof, Regency will deliver, or
cause to be delivered, to the Purchaser:

       

      (a)           The
Purchased Units by electronic delivery to The Depository Trust Company on
Purchaser’s behalf, registered in such name(s) as Purchaser has
designated;

       

      (b)           Copies
of (i) the Certificate of Limited Partnership of Regency, (ii) the Certificate
of Limited Partnership of Regency GP LP and (iii) the Certificate of Formation
of Regency GP LLC, each certified by the Secretary of State of the jurisdiction
of its formation as of a recent date;

       

      (c)           A
certificate of the Secretary of State of the State of Delaware, dated a recent
date, that Regency is in good standing;

       

      (d)           A
cross-receipt executed by Regency and delivered to the Purchaser certifying that
it has received the Purchase Price as of the Closing Date;

       

      (e)           An
opinion addressed to the Purchaser from legal counsel to Regency , dated as of
the Closing Date, in the form and substance attached hereto as Exhibit
A;

       

      (f)           A
copy of the final prospectus supplement relating to the Purchased Units and the
offering thereof, including the accompanying base prospectus, substantially in
the form that will be filed with the Commission pursuant to Rule 424(b) of the
Rules and Regulations after the date and time this Agreement is
executed;

       

      (g)           A
certificate of the Secretary or Assistant Secretary of Regency GP, LLC, on
behalf of Regency, certifying as to and attaching (1) the Partnership Agreement,
(2) board resolutions authorizing the execution and delivery of the Basic
Documents and the consummation of the transactions contemplated thereby,
including the issuance of the Purchased Units and (3) its incumbent officers
authorized to execute the Basic Documents, setting forth the name and title and
bearing the signatures of such officers; and

       


      
        
           


        

        
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      (h)           A
certificate, dated the Closing Date and signed by (x) the Chief Executive
Officer and (y) the Chief Financial Officer of Regency GP, LLC, in their
capacities as such, stating that:

       

      (i)                 Regency
has performed and complied with the covenants and agreements contained in this
Agreement that are required to be performed and complied with by Regency on or
prior to the Closing Date;

       

      (ii)                 The
representations and warranties of Regency contained in this Agreement that are
qualified by materiality or Regency Material Adverse Effect were true and
correct when made and as of the Closing Date and all other representations and
warranties were true and correct in all material respects when made and are true
and correct in all material respects as of the Closing Date, in each case as
though made at and as of the Closing Date (except that representations made as
of a specific date shall be required to be true and correct as of such date
only).

       

      Section
2.05    The Purchaser’s
Deliveries.  At the
Closing, subject to the terms and conditions hereof, the Purchaser will deliver,
or cause to be delivered, to Regency:

       

      (a)           Payment
to Regency of the Purchase Price by wire transfer of immediately available funds
to an account designated by Regency in writing at least two Business Days prior
to the Closing Date; and

       

      (b)           A
cross-receipt executed by the Purchaser and delivered to Regency certifying that
it has received its respective Purchased Units as of the Closing
Date.

       

      ARTICLE
III

       

      REPRESENTATIONS
AND WARRANTIES AND COVENANTS

       

      RELATED
TO REGENCY

       

      Regency
represents and warrants to and covenants to the Purchaser as
follows:

       

      Section
3.01    Partnership
Existence.  Regency (a) is a limited partnership duly
formed, validly existing and in good standing under the laws of the State of
Delaware; and (b) has all requisite power and authority, and has all
governmental licenses, authorizations, consents and approvals necessary, to own,
lease, use and operate its Properties and carry on its business as its business
is now being conducted, except where the failure to obtain such licenses,
authorizations, consents and approvals would not be reasonably likely to have a
Regency Material Adverse Effect.  Each of Regency’s Subsidiaries has
been duly incorporated or formed, as the case may be, and is validly existing
and in good standing under the laws of the State or other jurisdiction of its
incorporation or organization, as the case may be, and has all requisite power
and authority, and has all governmental licenses, authorizations, consents and
approvals necessary, to own, lease, use or operate its respective Properties and
carry on its business as now being conducted, except where the failure to obtain
such licenses, authorizations, consents and approvals would not be reasonably
likely to have a Regency Material Adverse Effect.  None of Regency nor
any of its Subsidiaries are in default in the performance, observance or
fulfillment of any provision of, in the case of Regency, the Partnership
Agreement or its Certificate of Limited Partnership or, in the case of any
Subsidiary of Regency, its respective certificate of incorporation,
certification of 



      
        
           


        

        
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      formation,
bylaws, limited liability company agreement or other similar organizational
documents.  Each of Regency and its Subsidiaries is duly qualified or
licensed and in good standing as a foreign limited partnership, limited
liability company or corporation, as applicable, and is authorized to do
business in each jurisdiction in which the ownership or leasing of its
respective Properties or the character of its respective operations makes such
qualification necessary, except where the failure to obtain such qualification,
license, authorization or good standing would not be reasonably likely to have a
Regency Material Adverse Effect.

       

      Section
3.02    Capitalization and Valid
Issuance of Purchased Units

       

      (a)           As
of the date of this Agreement, prior to the issuance and sale of the Purchased
Units, as contemplated hereby, the issued and outstanding limited partner
interests of Regency consist of 45,724,516 Common
Units, 19,103,896 Subordinated
Units, 7,276,506 Class D Units and the Incentive Distribution Rights (as defined
in the Partnership Agreement).  The only issued and outstanding
general partner interests of Regency are the interests of the General Partner
described in the Partnership Agreement.  All outstanding Common Units,
Subordinated Units, Class D Units and Incentive Distribution Rights and the
limited partner interests represented thereby have been duly authorized and
validly issued in accordance with the Partnership Agreement and are fully paid
(to the extent required under the Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by matters described in
Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the
“Delaware LP
Act”)).

       

      (b)           Other
than the Regency GP LLC Long-Term Incentive Plan (the “LTIP”), Regency has
no equity compensation plans that contemplate the issuance of partnership
interests of Regency (or securities convertible into or exchangeable for
partnership interests of Regency).  No indebtedness having the right
to vote (or convertible into or exchangeable for securities having the right to
vote) on any matters on which Regency unitholders may vote are issued or
outstanding.  Except as set forth in the first sentence of this Section 3.02(b),
as contemplated by this Agreement or as are provided in the Partnership
Agreement, there are no outstanding or authorized (i) options, warrants,
preemptive rights, subscriptions, calls, or other rights, convertible or
exchangeable securities, agreements, claims or commitments of any character
obligating Regency or any of its Subsidiaries to issue, transfer or sell any
partnership interests or other equity interest in, Regency or any of its
Subsidiaries or securities convertible into or exchangeable for such partnership
interests, (ii) obligations of Regency or any of its Subsidiaries to
repurchase, redeem or otherwise acquire any partnership interests or equity
interests of Regency or any of its Subsidiaries or any such securities or
agreements listed in clause (i) of this sentence or (iii) voting
trusts or similar agreements to which Regency or any of its Subsidiaries is a
party with respect to the voting of the equity interests of Regency or any of
its Subsidiaries.

       

      (c)           (i) All
of the issued and outstanding equity interests of each of Regency’s Subsidiaries
(except for Edwards Lime Gathering LLC, of which Regency owns approximately 60%
of the member interests) are owned, directly or indirectly, by Regency free and
clear of any Liens (except for such restrictions as may exist under applicable
Law and except for such Liens as may be imposed under the Regency Credit
Facility), and all such ownership interests have been duly authorized, validly
issued and are fully paid (to the extent required in the organizational
documents of Regency’s Subsidiaries, as applicable) and non-assessable (except
as such nonassessability may be affected by matters described in
Sections 17-303, 17-607 and 17-804 of the Delaware LP Act,
Sections 18-607 and 18-804 of the Delaware Limited Liability 

       



      
        
           


        

        
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      Company
Act (the “Delaware LLC
Act”) and Article 5.09 of the Texas Limited Liability Company Act) and
free of preemptive rights and (ii) except as disclosed in the Regency SEC
Documents, neither Regency nor any of its Subsidiaries owns any shares of
capital stock or other securities of, or interest in, any other Person, or is
obligated to make any capital contribution to or other investment in any other
Person.

       

      (d)           The
Purchased Units being purchased by the Purchaser acting as investment advisor
for certain clients on behalf of those clients for whom the Purchaser is
purchasing the Purchased Units hereunder and the limited partner interests
represented thereby will be duly authorized by Regency pursuant to the
Partnership Agreement prior to the Closing and, when issued and delivered to the
Purchaser against payment therefor in accordance with the terms of this
Agreement, will be validly issued, fully paid (to the extent required by the
Partnership Agreement) and nonassessable (except as such nonassessability may be
affected by matters described in Sections 17-303 and  17-607 of the
Delaware LP Act) and will be free of any and all Liens and restrictions on
transfer, other than (i) restrictions on transfer under the Partnership
Agreement or this Agreement and under applicable state and federal securities
laws and (ii) such Liens as are created by the Purchaser.

       

      (e)           The
Common Units are listed on the NASDAQ, and Regency has not received any notice
of delisting.  As of the date hereof, a “Notification Form: Listing of
Additional Shares” and supporting documentation, if required, related to the
Purchased Units has been filed with the NASDAQ.

       

      
        
          
          

        

        
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      Section
3.03    Registration Statement and
Prospectus.  A registration statement on Form S-3 (File No.
333-141809) pursuant to which to the Purchased Units will be offered has
(i) been prepared by Regency in conformity with the requirements of the
Securities Act, and the rules and regulations (the “Rules and Regulations”) of
the Commission thereunder, (ii) been filed with the Commission under the
Securities Act, and (iii) become effective under the Securities
Act.  Copies of such registration statement and each of the amendments
thereto, if any, have been delivered by Regency to the Purchaser.  As
used in this Agreement, “Effective Time” means the date and the time as of which
such registration statement, or the most recent post-effective amendment
thereto, if any, was declared effective by the Commission; “Effective Date”
means the date of the Effective Time; “Registration Statement” means the
registration statement referred to above, as amended at the Effective Time; and
“Prospectus” means the final prospectus supplement relating to the Purchased
Units and the offering thereof, including the accompanying base prospectus, as
first filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations after the date and time this Agreement is
executed.  Reference made herein to the Prospectus shall be deemed to
refer to and include any information incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Securities Act, as of the date of such
Prospectus, and any reference to any amendment or supplement to the Prospectus
shall be deemed to refer to and include any document filed under the Exchange
Act after the date of such Prospectus,
and incorporated by reference in the Prospectus; and any reference to any
amendment to the Registration Statement shall be deemed to include any periodic
report of Regency filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after the Effective Time that is incorporated by
reference in the Registration Statement.  The Commission has not
issued any order preventing or suspending the use of any
Prospectus.

       

      Section
3.04    Regency SEC
Documents.  Regency has timely filed with the Commission all
forms, registration statements, reports, schedules and statements required to be
filed by it under the Exchange Act or the Securities Act (all such documents
together with the Registration Statement, collectively the “Regency SEC
Documents”).  The Regency SEC Documents, including, without
limitation, any audited or unaudited financial statements and any notes thereto
or schedules included therein (the “Regency Financial Statements”), at the time
filed (in the case of registration statements, solely on the dates of
effectiveness) (except to the extent corrected by a subsequently filed Regency
SEC Document filed prior to the date hereof) (a) did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein (in light of
the circumstances under which they were made in the case of any prospectus) not
misleading, (b) complied in all material respects with the applicable
requirements of the Exchange Act and the Securities Act, as applicable,
(c) complied as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the Commission with
respect thereto, (d) in the case of the Regency Financial Statements, were
prepared in accordance with GAAP applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto or, in the
case of unaudited statements, as permitted by Form 10-Q of the Commission),
and (e) in the case of the Regency Financial Statements, fairly present
(subject in the case of unaudited statements to normal, recurring and year-end
audit adjustments) in all material respects the consolidated financial position
of Regency and its Subsidiaries as of the dates thereof and the consolidated
results of its operations and cash flows for the periods then
ended.  KPMG LLP is an independent, registered public accounting firm
with respect to Regency and the General Partner and has not resigned or been
dismissed as independent public accountants of Regency or the General Partner as
a result of or in connection with any disagreement with Regency on a matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.

       

      
        
          
          

        

        
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      Section
3.05    No Material Adverse
Change.  Except as set forth in or contemplated by the Regency
SEC Documents filed with the Commission on or prior to the date hereof, since
the date of Regency’s most recent Form 10-K filing with the Commission, Regency
and its Subsidiaries have conducted their respective businesses in the ordinary
course, consistent with past practice, and there has been no (a) change,
event, occurrence, effect, fact, circumstance or condition that has had or would
be reasonably likely to have a Regency Material Adverse Effect,
(b) acquisition or disposition of any material asset by Regency or any of
its Subsidiaries or any contract or arrangement therefor, otherwise than for
fair value in the ordinary course of business or as disclosed in the Regency SEC
Documents, or (c) material change in Regency’s accounting principles,
practices or methods.

       

      Section
3.06    Litigation.  Except
as set forth in the Regency SEC Documents, there is no action, suit, or
proceeding pending (including any investigation, litigation or inquiry) or, to
Regency’s
knowledge, contemplated or threatened against or affecting any of the Regency
Parties or any of their respective officers, directors, properties or assets,
which (a) questions the validity of this Agreement or the right of Regency to
enter into this Agreement or to consummate the transactions contemplated hereby
or (b) (individually or in the aggregate) would be reasonably likely to result
in a Regency Material Adverse Effect.

       

      Section
3.07    No Conflicts; Compliance
with Laws.  The execution, delivery and performance by Regency
of the Basic Documents and compliance by Regency with the terms and provisions
hereof and thereof, and the issuance and sale by Regency of the Purchased Units,
do not and will not (a) assuming the accuracy of the representations and
warranties of the Purchaser contained herein and their compliance with the
covenants contained herein, violate any provision of any Law or Permit having
applicability to Regency or any of its Subsidiaries or any of their respective
Properties, (b) conflict with or result in a violation or breach of any
provision of the certificate of limited partnership or other organizational
documents of Regency, or the Partnership Agreement, or any organizational
documents of any of Regency’s Subsidiaries, (c) require any consent,
approval or notice under or result in a violation or breach of or constitute
(with or without due notice or lapse of time or both) a default (or give rise to
any right of termination, cancellation or acceleration) under any contract,
agreement, instrument, obligation, note, bond, mortgage, license, loan or credit
agreement to which Regency or any of its Subsidiaries is a party or by which
Regency or any of its Subsidiaries or any of their respective Properties may be
bound, or (d) result in or require the creation or imposition of any Lien
upon or with respect to any of the Properties now owned or hereafter acquired by
Regency or any of its Subsidiaries, except in the case of clause (b) where any
such conflict, violation, default, breach, termination, cancellation, failure to
receive consent, approval or notice, or acceleration with respect to the
foregoing provisions of this Section 3.07 would not be, individually or in
the aggregate, reasonably likely to result in a Regency Material Adverse
Effect.

       

      Section
3.08    Authority,
Enforceability.  Regency has all necessary partnership power
and authority to execute, deliver and perform its obligations under the Basic
Documents, and the execution, delivery and performance by Regency of the Basic
Documents has been duly

       

      
        
          
          

        

        
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      authorized
by all necessary action on the part of the General Partner; and the Basic
Documents constitute the legal, valid and binding obligations of Regency,
enforceable in accordance with their terms, except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent transfer and similar laws
affecting creditors’ rights generally or by general principles of equity and
except as the rights to indemnification may be limited by applicable
law.  No approval from the holders of the Common Units, Subordinated
Units or the Class D Units is required in connection with Regency’s issuance and
sale of the Purchased Units to the Purchaser.

       

      Section
3.09    Approvals.  Except
for the approvals that have already been obtained, no authorization, consent,
approval, waiver, license, qualification or written exemption from, nor any
filing, declaration, qualification or registration with, any Governmental
Authority or any other Person is required in connection with the execution,
delivery or performance by Regency of any of the Basic Documents, except where
the failure to receive such authorization, consent, approval, waiver, license,
qualification or written exemption from, or to make such filing, declaration,
qualification or registration would not, individually or in the aggregate, be
reasonably likely to have a Regency Material Adverse Effect.

      


      Section
3.10    MLP
Status.  Regency has, for each taxable year beginning after
December 31, 2005, during which Regency was in existence, met the gross
income requirements of Section 7704(c)(2) of the Internal Revenue Code of
1986, as amended.

       

      Section
3.11    Investment Company
Status.  Regency is not an “investment company” or a company
controlled by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

       

      Section
3.12    Certain
Fees.  No fees or commissions are or will be payable by Regency
to brokers, finders, or investment bankers with respect to the sale of any of
the Purchased Units or the consummation of the transactions contemplated by this
Agreement.  Regency agrees that it will indemnify and hold harmless
each Purchaser from and against any and all claims, demands, or liabilities for
broker’s, finder’s, placement, or other similar fees or commissions incurred by
Regency or alleged to have been incurred by Regency in connection with the sale
of the Purchased Units or the consummation of the transactions contemplated by
this Agreement.

       

      Section
3.13    No Side
Agreements.  There are no agreements by, among or between
Regency or any of its Affiliates, on the one hand, and any Purchaser or any of
its Affiliates, on the other hand, with respect to the transactions contemplated
hereby other than the Basic Documents nor promises or inducements for future
transactions between or among any of such parties.

       

      Section
3.14    Insurance.  Regency
and its Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which they are engaged.  Regency
does not have any reason to believe that it or any Subsidiary will not be able
to renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue
its business.

       

      
        
          
          

        

        
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      Section
3.15    Internal Accounting
Controls.  Regency and its Subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.  Regency is not aware of any failures of such internal
accounting controls.

       

      Section
3.16    Listing
and Maintenance Requirements.  The issuance and sale of the
Purchased Units does not contravene NASDAQ rules and regulations.

       

      Section
3.17    Confidential
Information.  To the knowledge of Regency, none of its
employees or executive officers has disclosed material non-public information
(other than the fact that Regency was contemplating a private financing) to any
prospective investor who has not entered into a confidentiality or
non-disclosure agreement between such prospective investor and Regency relating
to such information.

       

      Section
3.18    Further Agreements of
Regency.  Regency shall prepare the final prospectus supplement
relating to the Purchased Units and the offering thereof in a form approved by
the Purchaser and file such final prospectus supplement and the accompanying
base prospectus, which together constitute the Prospectus, pursuant to Rule
424(b) under the Securities Act not later than the Commission’s close of
business on the second business day following the execution and delivery of this
Agreement.

       

      ARTICLE
IV

       

      REPRESENTATIONS
AND WARRANTIES AND COVENANTS

       

      OF
THE PURCHASER

       

      The
Purchaser hereby represents and warrants and covenants to Regency
that:

       

      Section
4.01    Existence.  The
Purchaser is duly organized and validly existing and in good standing under the
laws of its state of formation, with all necessary power and authority to own
properties and to conduct its business as currently conducted.

       

      Section
4.02    Authorization,
Enforceability.  The Purchaser has all necessary legal power
and authority to enter into, deliver and perform its obligations under this
Agreement. The execution, delivery and performance of this Agreement by the
Purchaser and the consummation by it of the transactions contemplated hereby
have been duly and validly authorized by all necessary legal action, and no
further consent or authorization of the Purchaser is required. This Agreement
has been duly executed and delivered by the Purchaser and constitutes legal,
valid and binding obligations of the Purchaser; provided that, the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting
creditors’ rights generally and by general principles of equity and except as
the rights to indemnification may be limited by applicable law (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).

       

      
        
          
          

        

        
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      Section
4.03    No
Breach.  The execution, delivery and performance of this
Agreement by the Purchaser and the consummation by the Purchaser of the
transactions contemplated hereby will not (a) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any material agreement to which the Purchaser is a party or by
which the Purchaser is bound or to which any of the property or assets of the
Purchaser is subject, (b) conflict with or result in any violation of the
provisions of the organizational documents of the Purchaser, or (c) violate any
statute, order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Purchaser or the property or assets of the
Purchaser, except in the case of clauses (a) and (c), for such conflicts,
breaches, violations or defaults as would not prevent the consummation of the
transactions contemplated by this Agreement.

       

      Section
4.04    Certain
Fees.  No fees or commissions are or will be payable by the
Purchaser to brokers, finders, or investment bankers with respect to the
purchase of any of the Purchased Units or the consummation of the transactions
contemplated by this Agreement.  The Purchaser agrees that it will
indemnify and hold harmless Regency from and against any and all claims, demands
or liabilities for broker’s, finder’s, placement, or other similar fees or
commissions incurred by the Purchaser or alleged to have been incurred by the
Purchaser in connection with the purchase of the Purchased Units or the
consummation of the transactions contemplated by this Agreement.

       

      Section
4.05    No Side
Agreements.  There are no other agreements by, among or between
the Purchaser and any of its Affiliates, on the one hand, and Regency or any of
its Affiliates, on the other hand, with respect to the transactions contemplated
hereby other than the Basic Documents, and there are no promises or inducements
for future transactions between or among any of such parties.

       

      Section
4.06    Short
Selling.  The Purchaser has not entered into any short sales of
the Common Units owned by it between the time it first began discussion with
Regency about the transactions contemplated by this Agreement and the date
hereof (it being understood that the entering into of a total return swap shall
not be considered a short sale of Common Units).

       

      Section
4.07    Regency Information.
The Purchaser acknowledges and agrees that Regency has provided or made
available to the Purchaser (through EDGAR, Regency’s web site or otherwise) the
Registration Statement and all other Regency SEC Documents, as well as all press
releases issued by Regency through the date of this Agreement.

       

      


       

      ARTICLE
V

       

      INDEMNIFICATION,
COSTS AND EXPENSES

       

      Section
5.01    Indemnification by
Regency.  Regency agrees to indemnify the Purchaser and its
Representatives (collectively, “Purchaser Related Parties”) from, and hold each
of them harmless against, any and all losses, actions, suits, proceedings
(including any investigations, litigation or inquiries), demands, and causes of
action, and, in connection therewith, and promptly upon demand, pay or reimburse
each of them for all reasonable costs, losses, liabilities, damages, or expenses
of any kind or nature whatsoever, including, without limitation, the


       

      
        
          
          

        

        
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      reasonable
fees and disbursements of counsel and all other reasonable expenses incurred in
connection with investigating, defending or preparing to defend any such matter
that may be incurred by them or asserted against or involve any of them as a
result of, arising out of, or in any way related to the breach of any of the
representations, warranties or covenants of Regency contained herein, provided
such claim for indemnification relating to a breach of any representation or
warranty is made prior to the expiration of such representation or
warranty.

       

      Section
5.02    Indemnification by the
Purchasers.  The Purchaser agrees to indemnify Regency, the
General Partners and their respective Representatives (collectively, “Regency
Related Parties”) from, and hold each of them harmless against, any and all
losses, actions, suits, proceedings (including any investigations, litigation or
inquiries), demands, and causes of action, and, in connection therewith, and
promptly upon demand, pay or reimburse each of them for all reasonable costs,
losses, liabilities, damages, or expenses of any kind or nature whatsoever,
including, without limitation, the reasonable fees and disbursements of counsel
and all other reasonable expenses incurred in connection with investigating,
defending or preparing to defend any such matter that may be incurred by them or
asserted against or involve any of them as a result of, arising out of, or in
any way related to the breach of any of the representations, warranties or
covenants of such Purchaser contained herein, provided such claim for
indemnification relating to a breach of any representation or warranty is made
prior to the expiration of such representation or warranty, provided, however,
that the liability of each Purchaser shall not be greater in amount than such
Purchaser’s Allocated Purchase Price.

       

      Section
5.03    Indemnification
Procedure.  Promptly after any Regency Related Party or
Purchaser Related Party (hereinafter, the “Indemnified Party”) has received
notice of any indemnifiable claim hereunder, or the commencement of any action,
suit or proceeding by a third person, which the Indemnified Party believes in
good faith is an indemnifiable claim under this Agreement, the Indemnified Party
shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of
such claim or the commencement of such action, suit or proceeding, but failure
to so notify the Indemnifying Party will not relieve the Indemnifying Party from
any liability it may have to such Indemnified Party hereunder except to the
extent that the Indemnifying Party is materially prejudiced by such failure.
Such notice shall state the nature and the basis of such claim to the extent
then known.  The Indemnifying Party shall have the right to defend and
settle, at its own expense and by its own counsel, any such matter as long as
the Indemnifying Party pursues the same diligently and in good faith. If the
Indemnifying Party undertakes to defend or settle, it shall promptly notify the
Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in all commercially
reasonable respects in the defense thereof and the settlement thereof. Such
cooperation shall include, but shall not be limited to, furnishing the
Indemnifying Party with any books, records and other information reasonably
requested by the Indemnifying Party and in the Indemnified Party’s possession or
control.  Such cooperation of the Indemnified Party shall be at the
cost of the Indemnifying Party.  After the Indemnifying Party has
notified the Indemnified Party of its intention to undertake to defend or settle
any such asserted liability, and for so long as the Indemnifying Party
diligently pursues such defense, the Indemnifying Party shall not be liable for
any additional legal expenses incurred by the Indemnified Party in connection
with any defense or settlement of such asserted liability; provided, however,
that the Indemnified Party shall be entitled (i) at its expense, to participate
in the defense of such asserted liability and the negotiations of the settlement
thereof and (ii) if (A) the Indemnifying Party has failed to assume

       

      
        
          
          

        

        
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      the
defense and employ counsel or (B) if the defendants in any such action include
both the Indemnified Party and the Indemnifying Party and counsel to the
Indemnified Party shall have concluded that there may be reasonable defenses
available to the Indemnified Party that are different from or in addition to
those available to the Indemnifying Party or if the interests of the Indemnified
Party reasonably may be deemed to conflict with the interests of the
Indemnifying Party, then the Indemnified Party shall have the right to select a
separate counsel and to assume such legal defense and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
Indemnifying Party as incurred.  Notwithstanding any other provision
of this Agreement, the Indemnifying Party shall not settle any indemnified claim
without the consent of the Indemnified Party, unless the settlement thereof
imposes no liability or obligation on, and includes a complete release from
liability of, and does not contain any admission of wrong doing by, the
Indemnified Party.

       

      ARTICLE
VI

       

      MISCELLANEOUS

       

      Section
6.01    Interpretation and Survival
of Provisions.  Article, Section, Schedule, and Exhibit
references are to this Agreement, unless otherwise specified. All references to
instruments, documents, contracts, and agreements are references to such
instruments, documents, contracts, and agreements as the same may be amended,
supplemented, and otherwise modified from time to time, unless otherwise
specified. The word “including” shall mean “including but not limited to.”
Whenever Regency has an obligation under the Basic Documents, the expense of
complying with that obligation shall be an expense of Regency unless otherwise
specified. Whenever any determination, consent, or approval is to be made or
given by the Purchaser, such action shall be in the Purchaser’s sole discretion
unless otherwise specified in this Agreement.  If any provision in the
Basic Documents is held to be illegal, invalid, not binding, or unenforceable,
such provision shall be fully severable and the Basic Documents shall be
construed and enforced as if such illegal, invalid, not binding, or
unenforceable provision had never comprised a part of the Basic Documents, and
the remaining provisions shall remain in full force and effect.

       

      Section
6.02    Survival of
Provisions.  The representations and warranties set forth in
Sections 3.02, 3.08, 3.09, 3.11, 3.12, 4.02, 4.04 and 4.05 hereunder shall
survive the execution and delivery of this Agreement indefinitely, and the other
representations and warranties set forth herein shall survive for a period of
twelve (12) months following the Closing Date regardless of any investigation
made by or on behalf of Regency or the Purchaser.  The covenants made
in this Agreement or any other Basic Document shall survive the Closing of the
transactions described herein and remain operative and in full force and effect
regardless of acceptance of any of the Purchased Units and payment therefor and
repayment or repurchase thereof.  All indemnification obligations of
Regency and the Purchasers and the provisions of Article V shall remain
operative and in full force and effect unless such obligations are expressly
terminated in a writing referencing that individual Section, regardless of any
purported general termination of this Agreement.

       

      
        
          
          

        

        
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      Section
6.03    No Waiver; Modifications in
Writing.

       

      (a)           Delay.  No
failure or delay on the part of any party in exercising any right, power, or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, or remedy preclude any other or
further exercise thereof or the exercise of any other right, power, or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to a party at law or in equity or
otherwise.

       

      (b)           Specific
Waiver.  Except as otherwise provided herein, no amendment,
waiver, consent, modification, or termination of any provision of this Agreement
or any other Basic Document (except in the case of the Partnership Agreement for
amendments adopted pursuant to Section 13.1 thereof) shall be effective unless
signed by each of the parties hereto or thereto affected by such amendment,
waiver, consent, modification, or termination.  Any amendment,
supplement or modification of or to any provision of this Agreement or any other
Basic Document, any waiver of any provision of this Agreement or any other Basic
Document, and any consent to any departure by Regency from the terms of any
provision of this Agreement or any other Basic Document shall be effective only
in the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement, no notice to or
demand on Regency in any case shall entitle Regency to any other or further
notice or demand in similar or other circumstances.

       

      Section
6.04    Binding Effect;
Assignment.

       

      (a)           Binding
Effect.  This Agreement shall be binding upon Regency, the
Purchaser, and their respective successors and permitted assigns. Except as
expressly provided in this Agreement, this Agreement shall not be construed so
as to confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and permitted assigns.

       

      (b)           Assignment of
Rights.  All or any portion of the rights and obligations of
the Purchaser under this Agreement may be transferred by the Purchaser to any
Affiliate of the Purchaser without the consent of Regency.  No portion
of the rights and obligations of the Purchaser under this Agreement may be
transferred by the Purchaser to a non-Affiliate without the written consent of
Regency.

       

      Section
6.05     Non-Disclosure.  Other
than the Form 8-Ks to be filed in connection with this Agreement, Regency, the
General Partner, their respective Subsidiaries and any of their respective
Representatives shall disclose the identity of, or any other information
concerning, the Purchaser, any Purchaser or any of their Affiliates only after
providing the Purchaser a reasonable opportunity to review and comment on such
disclosure; provided, however, that nothing in this Section 6.05 shall delay any
required filing or other disclosure with the Commission, NASDAQ or any
Governmental Authority or otherwise hinder Regency, the General Partner, their
respective Subsidiaries or their Representatives’ ability to timely comply with
all laws or rules and regulations of the Commission, NASDAQ or other
Governmental Authority.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      Section
6.06    Communications.  All
notices and demands provided for hereunder shall be in writing and shall be
given by registered or certified mail, return receipt requested, telecopy, air
courier guaranteeing overnight delivery or personal delivery to the following
addresses:

       

      (a)           If
to the Purchaser:

      


      Joseph
Herlihy

      Neuberger
Berman, LLC

      605 Third
Avenue

      New York,
NY 10158

      


      with a
copy to:

      Brad
Cetron, Senior Vice President

      Neuberger
Berman, LLC

      605 Third
Avenue

      New York,
NY 10158

      


      (b)           If
to Regency:

       

      Regency
Energy Partners LP

      1700
Pacific, Suite 1900

      Dallas,
Texas 75201

      Attention:
Dan Fleckman, Executive Vice President

      Facsimile:
(214) 750-1749

      


      with a
copy to:

       

      Vinson
& Elkins L.L.P.

      1001
Fannin, Suite 2500

      Houston,
Texas 77002

      Attention:  Doug
McWilliams

      Facsimile:  (713)
615-5725

      Internet
electronic mail:  dmcwilliams@velaw.com

      


       

      or to
such other address as Regency or the Purchaser may designate in
writing.  All notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; upon actual
receipt if sent by certified or registered mail, return receipt requested, or
regular mail, if mailed; upon actual receipt of the overnight courier copy, if
sent via facsimile; and upon actual receipt when delivered to an air courier
guaranteeing overnight delivery.

       

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


       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      granted
by Regency or any of its Affiliates or the Purchaser or any of its Affiliates
set forth herein or therein.  This Agreement, the other Basic
Documents and the other agreements and documents referred to herein or therein
supersede all prior agreements and understandings between the parties with
respect to such subject matter.

       

      Section
6.08                                 Governing
Law.  This Agreement will be construed in accordance with and
governed by the laws of the State of New York without regard to principles of
conflicts of laws.

       

      Section
6.09                                 Waiver
of Jury Trial.  Each
party to this Agreement irrevocably waives the right to a trial by jury in
connection with any matter arising out of this Agreement to the fullest extent
permitted by applicable law.

       

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

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the
date first above written.

       

      REGENCY ENERGY PARTNERS
LP

      By:            Regency
GP LP, its general partner

      By:           Regency
GP LLC, its general partner

      


      


      By: /s/ Stephen L.
Arata

      Name:  Stephen L.
Arata

      Title:  Executive
Vice President and Chief Financial Officer


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      NEUBERGER
BERMAN, LLC,

      As
investment advisor for certain clients on behalf of whom Neuberger is purchasing
these securities

      


      


      By: /s/ Joseph
Herlihy

      Name:  Joseph
Herlihy

      Title:  Managing
Director

      


      


       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
A – Form of Opinion of Regency Counsel

       

      Capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Common Unit Purchase Agreement, dated July 24, 2008 (the “Purchase Agreement”),
by and among Regency Energy Partners LP (“Regency”) and the
purchasers named therein (the “Purchasers”).  Regency
shall furnish to the Purchaser at the Closing an opinion of Vinson & Elkins
L.L.P., counsel for Regency, addressed to the Purchasers and dated the Closing
Date in form satisfactory to Baker Botts L.L.P., counsel for the Purchasers, and
the Purchasers, stating that:

       

      (i)           The
Purchase Agreement has been duly authorized, executed and delivered by the
Partnership.

       

      (ii)           The
Registration Statement has become effective under the Securities Act and, to
such counsel’s knowledge, no stop order suspending the effectiveness of the
Registration Statement and no proceedings for that purpose are pending or
threatened under the Securities Act; and the Common Units are registered under
Section 12 of the Exchange Act.

       

      (iii)           No
permit, consent, approval, authorization, order, registration, filing or
qualification (“consent”) under the Delaware LP Act, the Delaware LLC Act, the
federal law of the United States of America or the laws of the State of Texas is
required in connection with the offering, issuance and sale by Regency of the
Purchased Units, the execution, delivery and performance of the Purchase
Agreement by Regency or the consummation by Regency of the transactions
contemplated the Purchase Agreement, except for such consents (i) required under
the Securities Act, the Exchange Act and state securities or “Blue Sky” laws, as
to which we do not express any opinion, (ii) that have been obtained or made or
(iii) that, if not obtained, would not, individually or in the aggregate, have a
Material Adverse Effect.

       

      (iv)           The
Registration Statement, at the Effective Time, and the prospectus contained in
the Registration Statement, at the Effective Time, appear on their face to
comply as to form in all material respects with the requirements of the
Securities Act and the rules and regulations promulgated thereunder, except that
in each case we express no opinion with respect to the financial statements and
the notes and schedules thereto, and the financial and accounting data included
or incorporated by reference in or omitted from the Registration Statement or
the Prospectus.