exhibit1.htm


     

     

     

     

     

     

     

     

     

    
 

    COMMON
UNIT PURCHASE AGREEMENT

     

    


     

    among

     

    


     

    REGENCY
ENERGY PARTNERS LP

     

    and

     

    THE
PURCHASERS PARTY HERETO

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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

              	
                Purchasers’
      Deliveries

              	
                7

              
	
                Section
      2.06

              	
                Independent
      Nature of Purchasers’ Obligations and Rights

              	
                7

              
	 	 
	
                ARTICLE
      III REPRESENTATIONS AND WARRANTIES AND COVENANTS  RELATED TO
      REGENCY

              	
                8

              
	
                Section
      3.01

              	
                Partnership
      Existence

              	
                8

              
	
                Section
      3.02

              	
                Capitalization
      and Valid Issuance of Purchased Units

              	
                8

              
	
                Section
      3.03

              	
                Registration
      Statement and Prospectus.

              	
                10

              
	
                Section
      3.04

              	
                Regency
      SEC Documents

              	
                10

              
	
                Section
      3.05

              	
                No
      Material Adverse Change

              	
                11

              
	
                Section
      3.06

              	
                Litigation

              	
                11

              
	
                Section
      3.07

              	
                No
      Conflicts; Compliance with Laws

              	
                11

              
	
                Section
      3.08

              	
                Authority,
      Enforceability

              	
                12

              
	
                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

              	
                13

              
	
                Section
      3.15

              	
                Internal
      Accounting Controls

              	
                13

              
	
                Section
      3.16

              	
                Listing
      and Maintenance Requirements

              	
                13

              
	
                Section
      3.17

              	
                Subsequent
      Offerings

              	
                13

              
	
                Section
      3.18

              	
                Confidential
      Information

              	
                13

              
	
                Section
      3.19

              	
                Further
      Agreements of Regency

              	
                13

              
	 	 
	
                ARTICLE
      IV REPRESENTATIONS AND WARRANTIES AND COVENANTS  OF THE
      PURCHASERS

              	
                14

              
	
                Section
      4.01

              	
                Existence

              	
                14

              
	
                Section
      4.02

              	
                Authorization,
      Enforceability

              	
                14

              
	
                Section
      4.03

              	
                No
      Breach

              	
                14

              
	
                Section
      4.04

              	
                Certain
      Fees

              	
                14

              
	
                Section
      4.05

              	
                No
      Side Agreements

              	
                14

              
	
                Section
      4.06

              	
                Lock-Up
      Agreement

              	
                15

              
	
                Section
      4.07

              	
                Short
      Selling

              	
                15

              
	
                Section
      4.08

              	
                Regency
      Information

              	
                15

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                ARTICLE
      V INDEMNIFICATION, COSTS AND EXPENSES

              	
                15

              
	
                Section
      5.01

              	
                Indemnification
      by Regency

              	
                15

              
	
                Section
      5.02

              	
                Indemnification
      by the Purchasers

              	
                16

              
	
                Section
      5.03

              	
                Indemnification
      Procedure

              	
                16

              
	 	 
	
                ARTICLE
      VI MISCELLANEOUS

              	
                17

              
	
                Section
      6.01

              	
                Interpretation
      and Survival of Provisions

              	
                17

              
	
                Section
      6.02

              	
                Survival
      of Provisions

              	
                17

              
	
                Section
      6.03

              	
                No
      Waiver; Modifications in Writing

              	
                17

              
	
                Section
      6.04

              	
                Binding
      Effect; Assignment

              	
                18

              
	
                Section
      6.05

              	
                Non-Disclosure

              	
                18

              
	
                Section
      6.06

              	
                Communications

              	
                18

              
	
                Section
      6.07

              	
                Entire
      Agreement

              	
                21

              
	
                Section
      6.08

              	
                Governing
      Law

              	
                21

              
	
                Section
      6.09

              	
                Waiver
      of Jury Trial

              	
                21

              
	
                Section
      6.10

              	
                Execution
      in Counterparts

              	
                21

              
	 
      	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    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 each
of the purchasers set forth in Schedule A
hereto (the “Purchasers”).

     

    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 each of the Purchasers, and each of the Purchasers
desires, severally and not jointly, 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.

     

    “Allocated Purchase
Price” means with respect to each Purchaser, the dollar amount set forth
opposite such Purchaser’s name under the heading “Allocated Purchase Price” on
Schedule A
hereto; 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, each Purchaser’s Allocated Purchase Price will be reduced by an amount per
Purchased Unit equal to such distribution.

     

    “Basic Documents”
means, collectively, this Agreement, the Partnership Agreement, the
Non-Disclosure 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.

     

    “Company Lock-Up Date”
means 90 days from the Closing Date.

     

    “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.

     


    
      
         


      

      
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    “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.

     

    “Non-Disclosure
Agreement” means the Letter Agreement by and between each of the
Purchasers and Regency entered into in connection with the offering of the
Purchased 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
$176,459,998 which is the aggregate of each Purchaser’s Allocated Purchase Price
as set forth on Schedule A
hereto.

     

    “Purchased Units”
means with respect to each Purchaser, the number of Common Units as set forth
opposite such Purchaser’s name on Schedule A
hereto.

     

    “Purchaser Lock-Up
Period” shall have the meaning specified in Section
4.06.

     

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

     

    “Purchasers” 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.

     



    
      
         


      

      
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    “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 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.

     



    
      
         


      

      
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    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 Purchasers 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.

     

    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 each Purchaser, free and clear of any and all Liens, and each Purchaser,
severally and not jointly, hereby agrees to purchase from Regency, the number of
Purchased Units as set forth on Schedule A (such
number of Purchased Units set forth thereon with respect to each Purchaser), and
each Purchaser agrees to pay Regency its Allocated 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 Purchasers 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.

     



    
      
         


      

      
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    (b)           Purchasers’
Conditions.  The respective obligation of each 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 such 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 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 Purchasers at the
Closing, Regency’s closing deliveries described in Section
2.04.

     

    (b) Regency’s
Conditions.  The obligation of Regency to consummate the sale
of the Purchased Units to each 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 such 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 Purchasers:

     

    (a)           The
Purchased Units by electronic delivery to The Depository Trust Company on
Purchasers’ behalf, registered in such name(s) as Purchasers have
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 each Purchaser certifying
that it has received the Allocated Purchase Price with respect to such Purchaser
as of the Closing Date;

    


    
      
         


      

      
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    (e)           An
opinion addressed to the Purchasers 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, (3) resolutions of the Conflicts
Committee of the board approving the sale and issuance of the Purchased Units to
GE Energy Financial Services and (4) its incumbent officers authorized to
execute the Basic Documents, setting forth the name and title and bearing the
signatures of such officers; and

     

    (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    Purchasers’
Deliveries. 
At the Closing, subject to the terms and conditions hereof, each Purchaser will
deliver, or cause to be delivered, to Regency:

     

    (a)           Payment
to Regency of each Purchaser’s Allocated 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 each Purchaser and delivered to Regency certifying
that it has received its respective Purchased Units as of the Closing
Date.

       

      Section
2.06    Independent Nature of
Purchasers’ Obligations and Rights. 
The obligations of each Purchaser under any Basic Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Basic Document.  The failure or waiver of
performance under any Basic Document by any Purchaser does not excuse


    


    
      
         


      

      
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    performance
by any other Purchaser.  Nothing contained herein or in any other
Basic Document, and no action taken by any Purchaser pursuant thereto, shall be
deemed to constitute the Purchasers as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Basic Documents.  Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation, the rights arising out of this Agreement or out of
the other Basic Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES AND COVENANTS

     

    RELATED
TO REGENCY

     

    Regency
represents and warrants to and covenants with each 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 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


      
        
           


        

        
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    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 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 each of the Purchasers 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 such 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
Purchasers.



    
      
         


      

      
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    (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.

     

    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
Purchasers.  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


     


    
      
         


      

      
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    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.

     

    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
Purchasers 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, 

    
      
         


      

      
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    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
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 Purchasers.

     

    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.



    
      
         


      

      
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    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.

     

    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    Subsequent
Offerings. 
Until the Company Lock-Up Date, without the prior written consent of the holders
of a majority of the Purchased Units, Regency will not grant, issue or sell any
Partnership Securities, any securities convertible into or exchangeable therefor
or take any other action that may result in the issuance of any of the
foregoing, other than (i) the Purchased Units, (ii) Common Units issued as
restricted units or Common Units issued upon the exercise of options granted
under the LTIP or (iii) the issuance or sale of Common Units at a price (less
underwriting discounts and commissions) no less than $23.79 per
unit.

     

    Section
3.18    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
3.19    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 Purchasers 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.



    
      
         


      

      
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    ARTICLE
IV

     

    REPRESENTATIONS
AND WARRANTIES AND COVENANTS

     

    OF
THE PURCHASERS

     

    Each
Purchaser, severally and not jointly, hereby represents and warrants and
covenants to Regency that:

     

    Section
4.01    Existence. 
Such 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. 
Such 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 such 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 such Purchaser is required. This
Agreement has been duly executed and delivered by such Purchaser and constitutes
legal, valid and binding obligations of such 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).

     

           
Section 4.03    No Breach. 
The execution, delivery and performance of this Agreement by such Purchaser and
the consummation by such 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
such Purchaser is a party or by which the Purchaser is bound or to which any of
the property or assets of such Purchaser is subject, (b) conflict with or
result in any violation of the provisions of the organizational documents of
such Purchaser, or (c) violate any statute, order, rule or regulation of any
court or governmental agency or body having jurisdiction over such Purchaser or
the property or assets of such 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 such 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.  Such Purchaser agrees, severally and not jointly with any
other Purchaser, 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 such Purchaser or
alleged to have been incurred by such 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 such 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.


      
        
           


        

        
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    Section
4.06    Lock-Up
Agreement.

     

    (a)           Restriction on
Transfers.  Without the prior written consent of Regency,
except as specifically provided in this Agreement, each Purchaser will not,
during the period commencing on the date hereof and ending ninety (90) days
after the Closing Date (such period, the “Purchaser Lock-Up Period”)
(1) offer, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
of its Purchased Units or (2) enter into any swap or other transaction or
arrangement that transfers or that is designed to, or that might reasonably be
expected to, result in the transfer to another, in whole or in part, any of the
economic consequences of ownership of its Purchased Units, whether any such
transaction described in clause (1) or (2) above (any such transaction described
in clauses (1) and (2), a “Transfer”) is to be settled by delivery of Common
Units or such other securities, in cash or otherwise; provided, however, that
any Purchaser may transfer its Purchased Units to an Affiliate of such Purchaser
or to any other Purchaser or an Affiliate of such other Purchaser, provided that
any such Affiliate transferee agrees to the restrictions set forth in this
Section 4.06.

     

    Section
4.07    Short
Selling. 
Such 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
4.08    Regency
Information. 
Such Purchaser acknowledges and agrees that Regency has provided or made
available to such 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 each 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 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.

     



    
      
         


      

      
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    Section
5.02    Indemnification by the
Purchasers.  Each
Purchaser agrees, severally and not jointly, 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 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


    

    
      
        
        

      

      
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    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 Purchasers, such action shall
be in such 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 Purchasers.  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.

     

    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.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    
      (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, each 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 each Purchaser under this
Agreement may be transferred by such Purchaser to any Affiliate of such
Purchaser without the consent of Regency.  No portion of the rights
and obligations of each Purchaser under this Agreement may be transferred by
such Purchaser to a non-Affiliate without the written consent of
Regency.

       

      Section
6.05    Non-Disclosure.  Notwithstanding
anything herein to the contrary, the Non-Disclosure Agreement shall remain in
full force and effect regardless of any termination of this
Agreement.  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, any Purchaser or any of its Affiliates only after
providing such 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.

       

      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 Regency LP Acquirer, L.P.:

       

      c/o GE
Energy Financial Services

      120 Long
Ridge Road

      Stamford,
CT 06927

      Attn: 
Tyson Yates

      Facsimile: 
(203) 357-3559

    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    


    If to
Jennison Utility Fund, a series of the Jennison Sector Funds, Inc. or Jennison
Equity Income Fund, a series of the Strategic Partners Mutual Funds,
Inc.:

    


    c/o
Jennison Associates LLC

    466
Lexington Avenue

    New York,
New York 10017

    Attn:
Legal Department

    Facsimile:
212-682-9831

    


    If to KA
First Reserve, LLC or Kayne Anderson Energy Total Return Fund, Inc:

     

    1800
Avenue of the Stars, 2nd Floor

    Los
Angeles, California 90067

    Attention:  David
Shladovsky, Esq.

    Facsimile:  (310)
284-6490

    Internet
electronic mail: dshladovsky@kaynecapital.com

    


    717 Texas
Avenue, Suite 3100

    Houston,
Texas 77002

    Attn:  James
C. Baker

    Facsimile:  (713)
655-7359

    Internet
electronic mail:  jbaker@kaynecapital.com

    


    If to
Lehman Brothers MLP Opportunity Fund, L.P.:

    


    Corinne
M. Badach

    LEHMAN
BROTHERS

    Capital
Markets Prime Services

    745
Seventh Avenue, 6th Floor

    New York,
NY 10019

    Phone:
(212) 528-0067

    Internet
electronic mail: Corinne.Badach@Lehman.com

    


    


    If to
William Herbert Hunt Trust Estate:

    


    William
Herbert Hunt Trust Estate

    1601 Elm
Street

    Suite
3400

    Dallas,
TX 75201

    Attention:
Gage A. Prichard, Sr., Trustee

    Facsimile:
214-880-7101

    Email:
gprichard@petrohunt.com

    


    


    


     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    
       

                If to RCH Energy MLP Fund, L.P.,
RCH Energy Opportunity Fund II, L.P. or RCH Energy Opportunity Fund III,
L.P.:

       

                RR Advisors, LLC

                2100 McKinney Ave, Suite
700

                Dallas, TX 75201

                Attn:  Robert
Raymond

                Facsimile:  (214)
661-8044

       

           If to Swank MLP Convergence Fund, LP,
The Cushing MLP Opportunity Fund I, LP, Continental Casualty Company,
The Cushing MLP Total Return Fund or Bel Air MLP Energy Infrastructure
Fund, LP:

       

                Swank Capital, LLC

                3300 Oak Lawn Avenue, Suite
650

                Dallas, Texas 75219

                Attn: Michael S. Minces, General
Counsel, Chief Compliance Officer

                Facsimile:  (214)
219-2353

                Internet electronic mail:
mminces@swankcapital.com

       

           with a copy to:

       

                Baker Botts L.L.P.

                98 San Jacinto Blvd.

                1500 San Jacinto
Center

                Austin, Texas 78701

                Attention: Laura L. Tyson,
Esq.

                Facsimile: (512)
322-8377

                Internet electronic
mail:  laura.tyson@bakerbotts.com

       

          (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

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      or
to such other address as Regency or such 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 granted by
Regency or any of its Affiliates or the Purchasers or any of their 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 Texas 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.

       

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    REGENCY
LP ACQUIRER, L.P.

    


    
      	
               
      

            	
              By:

            	
              EFS
      Regency GP Holdco II, LLC,

            


    

    
      	
               
      

            	
              its
      General Partner

            


    

    


    
      	
               
      

            	
              By:

            	
              AIRCRAFT
      SERVICES CORPORATION,

            


    

    
      	
               
      

            	
              its
      Sole Member

            


    

    


    


    By:   /s/  Marguerite
Catanzaro             

    Name:  Marguerite
Catanzaro

    Title:  Vice
President

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    JENNISON
UTILITY FUND, a series of the Jennison Sector Funds, Inc.

    


    
      	
               
      

            	
              By:

            	
              Jennison
      Associates, LLC, as sub adviser

            


    

    


    


    By: /s/ Shaun
Hong             

    Name:

    Title:  Managing Director,
and PortfolioManager

    


    


    JENNISON
EQUITY INCOME FUND, a series of the Strategic Partners Mutual Funds,
Inc.

    


    
      	
               
      

            	
              By:

            	
              Jennison
      Associates, LLC, as sub adviser

            


    

    


    


    By: /s/ Shaun
Hong          
             

    Name:

    Title:  Managing Director,
and PortfolioManager


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    KA
FIRST RESERVE, LLC

    


    
      	
               
      

            	
              By:

            	
              KA
      Fund Advisors, LLC, as Manager

            


    

    


    
      	
               
      

            	
              By:

            	
              Kayne
      Anderson Capital Advisors,

            


    

    
      	
               
      

            	
              L.P.,
      its Managing Member

            


    

    


    
      	
               
      

            	
              By:

            	
              Kayne
      Anderson Investment

            


    

    
      	
               
      

            	
              Management,
      Inc., its General Partner

            


    

    


    


    By:  /s/ David
Shladovsky              


    Name:  David
Shladovsky

    Title:  Secretary
and General Counsel

    


    


    


    KAYNE
ANDERSON ENERGY TOTAL RETURN FUND, INC.

    


    


    By: /s/  James C.
Baker                     
         

    Name: James C. Baker

    Title: Vice President


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LEHMAN
BROTHERS MLP OPPORTUNITY FUND, L.P.

    


    


    By: /s/ Kyri
Loupis                        
             

    Name:  Kyri
Loupis

    Title:  Senior Vice
President

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WILLIAM
HERBERT HUNT TRUST ESTATE

    


    


    


    By: /s/ Gage A. Prichard,
Sr.                          
          

    Gage A.
Prichard, Sr., Trustee

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    RCH
ENERGY MLP FUND, L.P.

    


    By:           RCH
Energy MLP Fund GP, L.P.,

    its general partner

    


    By:           RR
Advisors, LLC, its general partner

    


    


    By: /s/ Robert J.
Raymond           
             

    Robert J. Raymond

    Sole Member

    


    


    


    


    RCH
ENERGY OPPORTUNITY FUND II, L.P.

    


    By:           RCH
Energy Opportunity Fund II GP, L.P.,

    its general partner

    


    By:           RR
Advisors, LLC, its general partner

    


    


    By: /s/ Robert J.
Raymond            


    Robert J. Raymond

    Sole Member

    


     

    


     

    RCH
ENERGY OPPORTUNITY FUND III, L.P.

    


    By:           RCH
Energy Opportunity Fund III GP, L.P.,

    its general partner

    


    By:           RR
Advisors, LLC, its general partner

    


    


    By: /s/ Robert J.
Raymond         
             

    Robert J. Raymond

    Sole Member

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SWANK
MLP CONVERGENCE FUND, LP

    


    
      	
               
      

            	
              By:

            	
              Swank
      Energy Income Advisors, LP, its General
Partner

            


    

    


    


    By: /s/ Jerry V.
Swank            
             

    Name:  Jerry V.
Swank

    Title:  Managing
Member

    


    


    THE
CUSHING MLP OPPORTUNITY FUND I, LP

    


    
      	
               
      

            	
              By:

            	
              Swank
      Energy Income Advisors, LP, Its Investment
  Advisor

            


    

    


    


    By: /s/ Jerry V.
Swank                   
            

    Name:  Jerry V.
Swank

    Title:  Managing
Member

    


     

    CONTINENTAL
CASUALTY COMPANY

    


    
      	
               
      

            	
              By:

            	
              Swank
      Energy Income Advisors, LP, Its Investment
  Advisor

            


    

    


    


    By: /s/ Jerry V.
Swank               
         

    Name:  Jerry V.
Swank

    Title:  Managing
Member

    


    


    THE
CUSHING MLP TOTAL RETURN FUND

    


    
      	
               
      

            	
              By:

            	
              Swank
      Energy Income Advisors, LP, Its Investment
  Advisor

            


    

    


    


    By:  /s/ Jerry V.
Swank              
            

    Name:  Jerry V.
Swank

    Title:  Managing
Member

    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BEL
AIR MLP ENERGY INFRASTRUCTURE FUND, LP

    


    
      	
               
      

            	
              By:

            	
              Swank
      Energy Income Advisors, LP, Its Investment
  Advisor

            


    

    


    


    By: /s/ Jerry V.
Swank                
             

    Name:  Jerry V.
Swank

    Title:  Managing
Member

    


    


    


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

     

    


     

    
      	
              
                Purchaser

              

            	 	
              
                Purchased
      Units

              

            	 	 	
              Allocated

              
                Purchase
      Price

              

            	 
	
              Regency
      LP Acquirer,
      L.P.                                                                                   

            	 	 	2,272,727	 	 	$	49,999,994	 
	
              Jennison
      Utility Fund, a series of the Jennison Sector Funds, Inc.

            	 	 	670,549	 	 	$	14,752,078	 
	
              Jennison
      Equity Income Fund, a series of the Strategic Partners Mutual Funds,
      Inc.

            	 	 	11,270	 	 	$	247,940	 
	
              KA
      First Reserve,
      LLC                                                                                   

            	 	 	2,272,727	 	 	$	49,999,994	 
	
              Kayne
      Anderson Energy Total Return Fund, Inc.

            	 	 	113,636	 	 	$	2,499,992	 
	
              Lehman
      Brothers MLP Opportunity Fund, L.P.

            	 	 	180,000	 	 	$	3,960,000	 
	
              William
      Herbert Hunt Trust
      Estate                                                                                   

            	 	 	500,000	 	 	$	11,000,000	 
	
              RCH
      Energy MLP Fund,
      L.P.                                                                                   

            	 	 	545,454	 	 	$	11,999,988	 
	
              RCH
      Energy Opportunity Fund II,
      L.P.                                                                                   

            	 	 	227,273	 	 	$	5,000,006	 
	
              RCH
      Energy Opportunity Fund III,
      L.P.                                                                                   

            	 	 	227,273	 	 	$	5,000,006	 
	
              Swank
      MLP Convergence Fund,
      LP                                                                                   

            	 	 	230,000	 	 	$	5,060,000	 
	
              The
      Cushing MLP Opportunity Fund I, LP

            	 	 	230,000	 	 	$	5,060,000	 
	
              Continental
      Casualty
      Company                                                                                   

            	 	 	50,000	 	 	$	1,100,000	 
	
              The
      Cushing MLP Total Return
      Fund                                                                                   

            	 	 	245,000	 	 	$	5,390,000	 
	
              Bel
      Air MLP Energy Infrastructure Fund, LP

            	 	 	245,000	 	 	$	5,390,000	 
	
              Total                                                                             

            	 	 	8,020,909	 	 	$	176,459,998	 


    

    


    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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 Purchasers 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.