1.

Contractor represents and warrants that it has fully acquainted itself with the Work to be performed hereunder, including, without limitation, all the provisions of the Contract as hereinafter defined, the topography of the rights-of-way, the type and character of the soil, rock, grading, stream, highway, railroad and all other conditions, obstacles and impediments of whatsoever kind and character, that may be encountered in the performance of the Work.

2.

Contractor and the Company hereby acknowledge that these Special Provisions together with the Documents shall constitute the “Contract”.

3.

Contractor shall perform, and do all things necessary, for the proper construction and completion of the Work.

4.

Time is of the essence. The Contractor hereby agrees that the (i) Work shall be commenced on or before May 1, 2009, (ii) Mechanical Completion shall occur on or before December 21, 2009 (such date being referred to in this Agreement as the “Mechanical Completion Deadline”), and (iii) Final Clean-up shall occur on or before April 15, 2010 (such date being referred to in this Agreement as the “Final Clean-up Deadline”); provided, however , that Company may postpone the above starting date pending the issuance of any necessary approvals of governmental authorities, availability of rights-of-way, or receipt of adequate

Contractor Initials: CSH
Company Initials: BRK

5.

Company shall pay Contractor for the performance of this Contract in accordance with the unit prices set forth in the Unit Price Summary and the other applicable provisions of the Contract.

6.

This Contract shall be governed, construed and enforced in accordance with the laws of the State of Texas without reference to conflicts of laws provisions.

7.

Any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules to the extent that such rules are not inconsistent with the provisions of this paragraph. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties further agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. A demand for arbitration shall be made within a reasonable time after the disagreement has arisen and shall include sufficient detail of the disagreement and the specific provision under which the disagreement arose. Each Party shall appoint one arbitrator within ten (10) Business Days of written notice of the dispute and the two appointed thusly, shall select a neutral third arbitrator. If the two arbitrators appointed by the Parties are unable to agree upon the appointment of the third arbitrator within ten (10) Business Days thereafter, then either of the Parties, upon written notice to the other, may require appointment of the third arbitrator from, and pursuant to the rules of, the American Arbitration Association for commercial arbitration.

The Parties shall have forty five (45) Business Days from the appointment of the last of the arbitrators to perform discovery and present evidence and argument to the arbitrators. After the presentation of the evidence has been concluded, each Party shall submit to the arbitration panel a final offer of its proposed resolution of the dispute. A majority of the arbitrators shall approve the final offer of one Party without modification and reject the offer of the other Party. The decision must be rendered within twenty (20)

Contractor Initials: CSH
Company Initials: BRK

“CONTRACTOR”

PRICE GREGORY INTERNATIONAL, INC.

/s/ C. S. Hardwick Jr.

BY:

C. S. Hardwick Jr.

TITLE :

Senior Vice President

DATE:

February 24, 2009

“COMPANY”

REGENCY INTRASTATE GAS LLC

By:    Regency Gas Services LP, its sole member

By:    Regency OLP GP LLC, its general partner

/s/ Byron R. Kelley

BY:

Byron R. Kelley

TITLE :

Chief Executive Officer and President

DATE:

February 27, 2009

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1.

DEFINITIONS, CONSTRUCTION AND CORRELATION OF DOCUMENTS

1.3.

Defined Terms. Capitalized terms used in this Contract shall have the meanings given to them in this Section 1.3.

1.3.7.

“Change Order” has the meaning provided in Section 14.1. A copy of the approved Change Order form is attached as a Required Form.

1.3.8.

“Claim Date” has the meaning provided in Section 7.1.1.

1.3.9.

“Claims” has the meaning provided in Section 7.1.1.

1.3.10.

“Company” means Regency Intrastate Gas LLC, its successors and assigns.

1.3.11.

“Contract” has the meaning ascribed to such term in paragraph 2 of the Special Provisions.

1.3.12.

“Contractor” means Price Gregory International, Inc. and its permitted assigns.

1.3.13.

“Crew” means a group of workmen, including supervisory personnel, operators and related equipment, engaged in a single specific task in the construction of the Pipeline.

1.3.14.

“Disputed Extra Work Order” has the meaning provided in Article 15.

1.3.15.

“Documents” means the General Conditions, the Unit Price Summary, the Scope of Work, the Pipeline Construction Specifications, the Special Drawings, the Special ROW Provisions, the Project Drawings, the Qualification Requirements, the Pipeline Operators Alcohol And Controlled Substances Misuse Prevention Plan, the Regency Intrastate Gas LLC Upland Erosion Control, Vegetation, and Maintenance Plan, the Regency Intrastate Pipeline LLC Wetland and Waterbody Construction and Mitigation Procedures, FERC Environmental and Construction Requirements, Regency Force Account Rates, and Required Forms.

1.3.16.

“Extra Work” has the meaning ascribed to such term in Section 14.2 of these General Conditions.

1.3.17.

“Final Clean-up” means that the construction Right-of-way has been restored and re-vegetated in accordance with the Documents and in compliance with project requirements.

1.3.18.

“Force Account Work” and “Force Account Basis” shall have the meanings ascribed to such terms in Section 14.2 of these General Conditions.

1.3.19.

“Force Majeure” has the meaning ascribed to such term in Section 13.2 of these General Conditions.

1.3.20.

“Inspector” means any employee, third-party contractor or other representative designated by the Company as the Person or Persons responsible for the on-site inspection of the Work to determine if it is in compliance with quality, contractual and governmental standards

1.3.21.

“Key Personnel” means those Contractor personnel defined as Superintendent, Assistant Superintendents, Project Managers, Engineers, Foremen, or Office Managers.

1.3.22.

“Mechanical Completion” means that the installation is in accordance with the Documents and mechanically ready for commercial operations in a safe manner and in compliance with project requirements.

1.3.23.

“Move Around” has the meaning provided in Section 12.1 of these General Conditions.

1.3.24.

“Omitted Work” shall have the meaning ascribed to such term in Section 14.3 of these General Conditions.

1.3.25.

“Person” means any individual or person, or general partnership, limited partnership, limited liability partnership, company (including any limited liability company or joint stock company), corporation (including any non-profit corporation), joint venture, estate, trust, business trust, cooperative, association, foreign trust or foreign business organization or governmental authority.

1.3.26.

“Pipeline” means the Haynesville Expansion Project consisting of approximately 48 miles of 36 inch natural gas pipeline and 75 miles of 42-inch natural gas pipeline and ancillary facilities in Louisiana more particularly described in the Documents.

1.3.27.

“Pipeline Construction Specifications” means the Regency Intrastate Gas LLC Construction Specifications attached to this Contract as Exhibit D.

1.3.28.

“Pipeline Operators Alcohol And Controlled Substances Misuse Prevention Plan” shall mean the document attached to the Contract as Exhibit I.

1.3.29.

“Point(s) of Delivery” means each of the following locations: the Port of Shreveport, Louisiana, Camp Minden, Louisiana and Monroe, Louisiana.

1.3.30.

“Project Drawings” means the project drawings, including without limitation the Alignment Sheets, Mainline Valve Drawings and

1.3.31.

“Prudent Industry Practices” means those practices, methods, specifications, codes and standards, that: (i) when engaged in, are commonly used by first class, experienced and prudent natural gas pipeline construction contractors in the United States when performing services of the type as the Work, lawfully and with safety, reliability, and efficiency; and (ii) in the exercise of reasonable judgment, considering the facts known when engaged in, would have been expected to achieve the desired result consistent with Applicable Law, safety, reliability, efficiency and economy.

1.3.32.

“Operator Qualification Statement” means the operator qualification requirements attached to this Contract as Exhibit H.

1.3.33.

“Regency Intrastate Pipeline LLC Wetland and Waterbody Construction and Mitigation Procedures” means the description of procedures for wetland and waterbody construction and mitigation that are attached to this Contract as Exhibit K.

1.3.34.

“Regency Intrastate Gas LLC Upland Erosion Control, Vegetation, and Maintenance Plan” means the procedures for upland erosion control, vegetation and maintenance that are attached to this Contract as Exhibit J.

1.3.35.

“Required Forms” means the following forms attached hereto as required forms: Change Order Form, Invoicing Form, Invoicing Instructions, Certificate of Completion Form, and Lein Release Form.

1.3.36.

“Right-of-way”, “Rights-of-way” or “ROW” mean the easements, licenses, leases, permits or other real or personal rights under which Company has the right to construct the Pipeline upon, over, under, across, and through the lands whereupon the Contractor is to construct the Pipeline hereunder.

1.3.37.

“Scope of Work” means the Scope of Work attached to this Contract as Exhibit C.

1.3.38.

“Special ROW Provisions” means the special ROW provisions that shall be completed by Company and become a part of this Contract prior to commencement of construction hereunder.

1.3.39.

“Special Drawings” means the special drawings, including without limitation, permit drawings and typical construction drawings attached to this Contract as Exhibit E.

1.3.40.

“Superintendent” shall have the meaning ascribed to such term in Section 4.2 of these General Conditions.

1.3.41.

“Ten-Year Historical Event” means, with respect to weather, a severe weather event that generates statistics for severe weather (including but not limited to wind-speed, precipitation, and temperature) that do not historically occur more frequently than once every ten (10) calendar years.

1.3.42.

“Termination for Convenience Notice” shall have the meaning ascribed to such term in Section 27.1 of these General Conditions.

1.3.43.

“Termination Payment” shall have the meaning ascribed to such term in Section 27.1 of these General Condition.

1.3.44.

“Unit Price Summary” means the unit price summary attached to this Contract as Exhibit B.

1.3.45.

“Warranty Period” means, with respect to the Work, the twelve (12) month period following the issuance by Company of a Certificate of Completion in accordance with Section 21.5 of these General Conditions. The Warranty Period will be extended with respect to any Work which must be corrected because of breach of warranty discovered during the Warranty Period for an additional twelve (12) month period after the Company certifies to Contractor in writing the correction of any such defect.

1.3.46.

“Work” means all of the materials, labor, services, supervision, management, quality assurance, supplemental design and engineering, construction, installation, equipping, verification and other activities necessary for the completion of the Pipeline in accordance with this Contract to the satisfaction of Company.

2.1.

Except to the extent otherwise expressly provided in Section 3.1 of these General Conditions and unless and except as otherwise provided herein, Contractor shall provide and pay for all construction-related materials and consumable supplies, labor, tools, equipment, water, light, power, transportation and other facilities necessary for the execution, testing and completion of the Work.

2.2.

WARRANTY

2.2.5.

Contractor will remove from the job and from any premises owned or controlled by Company, any of its employees who refuse to comply with any of the terms of this Contract.

2.2.6.

Company shall have the right, at any time, to require that the Contractor replace Contractor’s Superintendent if, in Company’s opinion, the Superintendent is negligent, incompetent or fails to observe and to perform the provisions of the Contract. Contractor shall not remove any equipment or key men from the location of the Work unless such removal is authorized by Company’s Representative, and the Company shall have the right to require Contractor to employ an additional Crew or Crews and provide additional equipment, tools and supplies if, in the judgment of Company’s Representative, such procedure is necessary to complete the Work within the time specified in the Contract.

3.

MATERIALS and EQUIPMENT FURNISHED BY COMPANY

3.3.

Contractor shall bear the cost of any demurrage or other claims resulting from delays in unloading said materials furnished to it by Company after reasonable notification that such materials have been shipped.

3.4.

Contractor shall notify and secure permission from the Company, in advance, if it wishes to withdraw materials stored at the Points of Delivery.

3.5.

Contractor shall return to Company at the Point of Delivery specified by the Company, without undue delay after completion of the Work, all extra and surplus materials delivered by Company that were not used to complete the Work.

3.6.

All materials, furnished by Company to Contractor hereunder shall be inspected and tallied at the Point of Delivery to Contractor by representatives of Company and Contractor, each keeping a record of quantities, quality and conditions, and any loss of or damage to such materials during shipment shall be reported immediately by Contractor to the shipping agency and in writing to Company.

4.1.

Company may have a representative or representatives (“Inspector”) at the location of the Work to observe and inspect the same.

4.2.

Contractor shall at all times have a superintendent (“Superintendent”) on the Work site, vested with full authority to represent Contractor in prosecuting the Work hereunder.

4.3.

In the performance of the Work, Contractor is an independent contractor, and nothing in this Contract creates or shall be construed as creating either a partnership (of any kind) or the relationship of principal and agent, or employer and employee, between Company and Contractor or between Company and Contractor’s agents, subcontractors or employees. Contractor shall have no authority to hire any persons on behalf of Company, and any and all persons whom it may employ are and shall be deemed to be solely the employees of Contractor.

4.4.

Contractor shall have control and management of the details of the Work, the selection of employees and the fixing of their hours of labor. The Work to be performed hereunder shall be delivered to Company completed in accordance with the Contract. The Company shall be entitled to inspect and determine whether the Work is being performed in compliance with the terms of this Contract. Nothing herein-contained authorizes, or shall be construed to authorize, Contractor to incur any debt, liability or obligation of any nature for, or on behalf of, the Company.

5.

SAFETY

6.

INSURANCE

6.1.1.

Workers’ Compensation (Including Occupational Disease) and Employer’s Liability Insurance with a minimum policy limit of $1,000,000 per accident. Coverages shall apply to all employees in accordance with the benefits afforded by the statutory workers’ compensation acts applicable to the State, Territory or District of hire, supervision or place of accident.

6.1.2.

Comprehensive Commercial General Liability Insurance covering premises operations, products and completed operations, independent contractors, blanket contractual liability, explosion (x), collapse (c), and

  6.1.2.1.

Policy limits shall not be less than:

6.1.3.

Comprehensive Automobile Liability Insurance covering all owned, hired and non-owned automotive equipment. Policy limits shall not be less than:

6.1.4.

Umbrella Liability or Excess Liability Insurance excess of all primary coverage’s enumerated in this Article 6 with limits of at least $20,000,000.00 Combined Single Limit for Bodily Injury and Property Damage.

6.2.

All policies shall provide that the insurance company will notify the Company thirty (30) days prior to (i) the termination of any policy (ii) the implementation of any changes therein that restrict or reduce the coverage provided and (iii) any change of the insured or the beneficiary thereunder. In the event of the Contractor’s failure to carry out any of the provisions of this Article, the Company shall, in addition to any right to recover damages or to obtain other relief, have the right to cancel and terminate this Contract.

6.3.

Waiver of Subrogation

6.4.1.

The kinds and amounts of insurance required above are in force.

6.4.2.

The insurance company or companies carrying the aforesaid coverages.

6.4.3.

The expiration dates of policies.

6.4.4.

That Company will be given thirty (30) days written advance notice of any material change in or termination of any policy.

6.4.5.

That waiver of subrogation has been endorsed on all policies.

6.4.6.

That the indemnification and hold harmless provisions hereof are insured.

6.5.1.

Unless Company agrees in advance otherwise, Contractor shall require all of its subcontractors to provide for the foregoing insurance coverages, as well as any other insurance coverages that Contractor may consider necessary, all to be endorsed with the waiver of subrogation wording above, and any deficiency in the coverages, policy limits or endorsements of said subcontractors will be the sole responsibility of Contractor.

6.6.1.

Each policy required of the Contractor and its Subcontractors shall name as additional insureds the following: The Company, Company’s Representatives, the respective parent companies, subsidiaries, related and affiliated companies of each, and any additional entities as the Company may be required to name pursuant to any lease or contract as it relates to the Contract. The Additional Insured endorsement will state that the coverage provided to the additional insureds is primary and non-contributing with any other insurance available to the additional insureds.

7.1.

INDEMNITY

managers, officers, employees and agents or any entity affiliated or associated with any such member, manager, officer, employee or agent from and against property damage, environmental contamination or violation of any Applicable Laws arising out of the performance of this Contract by Contractor or its subcontractors and any and all third party liabilities, obligations, losses, damages, penalties, claims, suits, judgments, attorney fees and other expenses or disbursements of any kind for personal injury (including death) (“Claims”); provided, however, that Contractor’s contractual obligation of indemnity shall not extend to the percentage, if any, of the Claims attributable to Company’s negligence or breach of this Contract. Any Claim shall be forwarded to the Contractor. Contractor shall have thirty (30) days from the date on which Company forwards the Claim to the Contractor (the “Claim Date”) to investigate the Claim and to provide a written response to Company. Should Contractor fail to respond to Company within thirty (30) days of the Claim Date, Contractor shall be deemed to have accepted any and all responsibility for said Claim. Should the Contractor notify Company within thirty (30) days of the Claim Date that the Claim should be contested, the parties hereto shall work together to resolve the Claim, notwithstanding any obligation of the Contractor for indemnification of Company.

responsible to a third Person for any acts of Contractor’s Employees. Contractor shall primarily be responsible for and shall pay for all workers’ compensation benefits to any of Contractor’s Employees, shall protect, indemnify, defend and hold harmless Company for any amounts owing with respect to any of Contractor’s Employees arising out of the Louisiana Workers’ Compensation Act, and hereby waives, and shall not be entitled to seek, any contribution or indemnity from Company for any such payments by or on behalf of Contractor.

8.1.

In the event that Contractor fails to meet the Mechanical Completion Deadline, Contractor shall pay Company, as liquidated damages and not as a penalty, an amount equal to $50,000 for each day completion is delayed beyond the Mechanical Completion Deadline set forth in Section 4 of the Special Provisions of this Contract, for up to a maximum of thirty (30) days. The parties agree that the liquidated damages described above are a reasonable forecast of the damages that Company would incur if Contractor fails to meet the Mechanical Completion Deadline.

8.2.

In the event that Company is assessed fines, penalties or costs (“Assessments”) by any regulatory authority or governmental body, and such Assessments arise out of Work performed by Contractor hereunder, Contractor shall fully indemnify and hold Company harmless against such Assessments except where Work performed by Contractor is in accordance with the Contract or at the direction of Company and Contractor has exercised all reasonable care to avoid such Assessments.

8.3.

Notwithstanding any other provision of this Contract to the contrary, except for claims arising under Section 7.1, 8.1, and 8.2, in no event shall Company or Contractor (or any of its Subcontractors or suppliers to any tier) be liable to each other for any indirect, special, incidental or consequential loss or damage including without limitation loss of profits or revenue, loss of opportunity or use, cost of capital, or like items of loss or damage, and each Party hereby releases the other Party therefrom.

9.1.

Contractor shall promptly and satisfactorily settle and pay all Claims for labor, equipment, materials, supplies and any and all other Claims of every nature that it is obligated to pay hereunder and shall furnish evidence satisfactory to Company that all such Claims have been settled and paid.

9.2.

Contractor shall not at any time suffer or permit any lien, attachment or other encumbrances, or the filing of any instrument claiming any such lien, attachment or other encumbrance, under any Applicable Laws or

otherwise, by any Person or Persons whomsoever, except such as may arise from Company’s wrongful failure to pay, to be put or remain on the Work or any premises on which Work or materials relating to the Work are located for any Claim whatsoever against the Contractor. Any such lien, attachment or other encumbrance, until it is removed by Contractor at Contractor’s sole expense, shall preclude any and all Claims by Contractor for any payment by Company whatsoever under or by virtue of this Contract. If the lien, attachment or other encumbrance, or any instrument claiming any such lien, attachment or other encumbrance, is not removed and released, the Company may pay such claim or demand and remove such encumbrance and may deduct the amount so paid, together with all expenses incurred in connection with said payment or removal including, without limitation, investigation fees,