First Amendment To Second Amended and Restated General Partnership Agreement



 Exhibit 10.39 

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED GENERAL 

PARTNERSHIP AGREEMENT 

This First Amendment to Second Amended and Restated General Partnership Agreement (this “Amendment”), is made
effective as of March 9, 2010, by and among Regency Haynesville Intrastate Gas LLC, a Delaware limited liability company (“Regency HIG”), EFS Haynesville, LLC, a Delaware limited liability company (“GE
Investor”), Alinda Gas Pipeline I, L.P., a Delaware limited partnership (“Alinda Investor 1”) and Alinda Gas Pipeline II, L.P., a Delaware limited partnership (“Alinda Investor 2” and
collectively with Regency HIG, GE Investor and Alinda Investor 1, the “Partners”). 
 RECITALS

 WHEREAS, the Partners constitute all of the partners of RIGS Haynesville Partnership Co., a Delaware general
partnership (the “Partnership”) and have entered into that certain Second Amended and Restated General Partnership Agreement of the Partnership dated as of December 18, 2009 (the “Partnership
Agreement”); and 
 WHEREAS, in accordance with Section 13.5 of the Partnership Agreement, the Partners
desire to amend the Partnership Agreement pursuant to this Amendment. 
 NOW, THEREFORE, in consideration of the premises
and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows: 

1. Definitions. All capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to
such terms in the Partnership Agreement. 
 2. Amendment. The Partnership Agreement is hereby amended as follows:

 (a) Section 7.2(b) of the Partnership Agreement is hereby deleted in its entirety and replaced with the
following: 
 “(b) Each Partner shall have the right to designate one MC Member, and to remove or replace
such MC Member from time to time in its Sole Discretion. The individuals listed on Schedule 2 shall serve as the initial MC Members as of the Effective Date. In addition, each Partner shall have the right to designate one alternate MC Member
upon written notice to the Partnership and each other Partner, and to remove or replace such alternate MC Member from time to time in its Sole Discretion. The alternate MC Member designated by any Partner shall be deemed to be a “MC
Member” designated by such Partner for all purposes; provided, that, notwithstanding the foregoing, the MC Member and the alternate MC Member designated by such Partner, collectively, shall only have one vote in accordance with
Section 7.3(a).” 
  

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 (b) Section 7.8 of the Partnership Agreement is hereby deleted in its
entirety and replaced with the following: 
 “7.8 Fees and Expenses. A MC Member shall not be
entitled to any fees from the Partnership for serving as a MC Member. The Partnership shall, however, reimburse each Partner for the reasonable and documented out-of-pocket costs and expenses incurred and paid by such Partner in respect of only one
(but not more than one) MC Member, alternate MC Member, observer or other individual attending each Management Committee meeting and/or any other meeting at which Partnership business is conducted on behalf of such Partner in accordance with the
policies (if any) adopted from time to time by the Management Committee.” 
 (c) Schedule 1 of the
Partnership Agreement is hereby deleted in its entirety and replaced with Schedule 1 attached to this Amendment. 
 3.
Miscellaneous. 
 (a) Except as expressly amended hereby, all of the terms and provisions contained in the
Partnership Agreement are hereby ratified and shall remain in full force and effect. All references to the Partnership Agreement hereafter shall mean the Partnership Agreement as amended by this Amendment. 

(b) Section 13.6 (“Binding Effect”), Section 13.7 (“Governing Law; Jurisdiction”),
Section 13.8 (“Severability”), Section 13.10 (“Further Assurances”), Section 13.12 (“No Third Party Beneficiary”), Section 13.13 (“Counterparts”) and Section 13.14 (“Reliance on
Counsel”) of the Partnership Agreement shall apply to this Amendment as if set forth herein. 
 Signature Pages Follow

  

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 IN WITNESS WHEREOF, the Partners have executed this Amendment as of the date set forth
above. 
  

			
	REGENCY HAYNESVILLE INTRASTATE GAS LLC
		
	By:	 	Regency Gas Services LP, its sole member
		
	By:	 	Regency OLP GP LLC, its general partner
		
	By:	 	/S/    L. PATRICK
GIROIR    



			
	Name:	 	L. Patrick Giroir
	Title:	 	Vice President


  

			
	EFS HAYNESVILLE, LLC
		
	By:	 	EFS Equity Holdings, LLC, its Managing Member
		
	By:	 	Aircraft Services Corporation, its Managing Member
		
	By:	 	/S/    MARK
MELLANA    



			
	Name:	 	Mark Mellana
	Title:	 	Vice President


  

			
	ALINDA GAS PIPELINE I, L.P.
		
	By:	 	Alinda Gas Pipeline I GP LLC, its General Partner
		
	By:	 	/S/    SANJAY
KHETTRY    



			
	Name:	 	Sanjay Khettry
	Title:	 	Partner


  

 Signature Page 

First Amendment to Second Amended and Restated General Partnership Agreement 









			
	ALINDA GAS PIPELINE II, L.P.
		
	By:	 	 Alinda Gas Pipeline II GP LLC,

its General Partner

		
	By:	 	/S/    ALEX
BLACK    



			
	Name:	 	Alex Black
	Title:	 	Managing Director


  

 Signature Page 

First Amendment to Second Amended and Restated General Partnership Agreement 








 SCHEDULE 1 

PARTNERS; GP UNITS; CAPITAL CONTRIBUTIONS 
  

												
	 Partner
	  	Initial Capital
Contribution	  	Total Capital
Contributions	  	GP Units	  	Sharing
Ratio	 
	 Regency Haynesville Intrastate Gas LLC
	  	$	400,000,000	  	$	420,203,751	  	452,650	  	43	% 
					
	 2001 Bryan Street

Suite 3700

Dallas, Texas 75201

Attention: Chief Legal Officer

Facsimile: 214-750-1749

Telephone: 214-750-1771
	  			  			  		  		
					
	 EFS Haynesville, LLC
	  	$	126,500,000	  	$	129,796,249	  	73,850	  	7	% 
					
	 c/o GE Energy Financial Services

800 Long Ridge Road

Stamford, CT 06927

Attention: General Counsel

Facsimile: 203-357-6632

Telephone: 203-357-4151
	  			  			  		  		
					
	 Alinda Gas Pipeline I, L.P.
	  	$	308,531,000	  	$	325,463,153	  	311,557	  	29.6	% 
					
	 c/o Alinda Capital Partners LLC

150 East 58th Street

39th Floor

New York, NY 10155

Attention: General Counsel
	  			  			  		  		









												
	 Partner
	  	Initial Capital
Contribution	  	Total Capital
Contributions	  	GP Units	  	Sharing
Ratio	 
	 with copy to:
  

c/o Alinda Capital Partners LLC

150 East 58th Street

39th Floor

New York, NY 10155
  

Attention: Sanjay Khettry

Facsimile: 212-838-6480

Telephone: 212-838-6400
	  			  			  		  		
					
	 Alinda Gas Pipeline II, L.P.
	  	$	217,969,000	  	$	224,536,847	  	214,943	  	20.4	% 
					
	 c/o Alinda Capital Partners LLC

150 East 58th Street

39th Floor

New York, NY 10155

Attention: General Counsel
  

with copy to:
  

c/o Alinda Capital Partners LLC

150 East 58th Street

39th Floor

New York, NY 10155

Attention: General Counsel
  

Attention: Alex Black

Facsimile: 212-838-6480

Telephone: 212-838-6400