AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF RIGS HAYNESVILLE PARTNERSHIP CO.

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Exhibit 10.2

Execution Version

AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT

RIGS HAYNESVILLE PARTNERSHIP CO.

(a Delaware general partnership)

Dated as of March 17, 2009

by and among

Regency Haynesville Intrastate Gas LLC

EFS Haynesville, LLC

Alinda Gas Pipeline I, L.P.

and

Alinda Gas Pipeline II, L.P.

TABLE OF CONTENTS


			Page
ARTICLE I DEFINITIONS; CONSTRUCTION				2

	1.1	Definitions		2

	1.2	Construction		13

ARTICLE II ORGANIZATION				14

	2.1	Formation		14

	2.2	Name		14

	2.3	Registered Office; Registered Agent; Principal Office; Other Offices		14

	2.4	Purpose		14

	2.5	Foreign Qualification		14

	2.6	Term		15

ARTICLE III PARTNERS; GP UNITS				15

	3.1	Partners		15

	3.2	GP Units.		15

	3.3	Transfers of GP Units		15

ARTICLE IV WITHDRAWAL				16

	4.1	No Voluntary Withdrawal		16

	4.2	Deemed Withdrawal		16

	4.3	Effect of Withdrawal		16

ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS				17

	5.1	Initial Capital Contributions		17

	5.2	Additional Capital Contributions.		18

	5.3	No Other Required Capital Contributions		19

	5.4	Return of Contributions		19

	5.5	Use of Proceeds		19

	5.6	Capital Accounts.		20

ARTICLE VI DISTRIBUTIONS AND ALLOCATIONS				20

	6.1	Distributions.		20

	6.2	Allocations.		21

	6.3	Varying Interests		24

ARTICLE VII MANAGEMENT OF THE PARTNERSHIP				25


	7.1	Management by Management Committee.	25

	7.2	MC Members of the Management Committee.	27

	7.3	Votes; Meetings.	28

	7.4	No Exclusive Duty to Partnership	32

	7.5	Resignation and Withdrawal of MC Members	32

	7.6	Removal of MC Members	32

	7.7	MC Member Vacancies	32

	7.8	Fees and Expenses of the MC Members	32

	7.9	Delegation of Authority; Officers	32

	7.10	Approved Agreements; Senior Management Team.	32

	7.11	Budgets.	33

ARTICLE VIII TAX MATTERS			35

	8.1	Tax Returns	35

	8.2	Partner Tax Return Information	35

	8.3	Tax Matters Partner.	35

	8.4	Tax Elections	36

	8.5	Tax Reimbursement	36

	8.6	Tax Partnership	37

ARTICLE IX BOOKS AND RECORDS; ADDITIONAL COVENANTS			37

	9.1	Maintenance of Books	37

	9.2	Financial Statements and Reports	37

	9.3	Bank Accounts	38

	9.4	Confidentiality.	38

	9.5	Conflicts of Interest.	39

	9.6	Haynesville Expense Reimbursement	40

	9.7	Haynesville Expansion Cost Overruns	40

	9.8	Financing	40

	9.9	Permitted Investments	40

ARTICLE X DISSOLUTION, LIQUIDATION, AND TERMINATION			40

	10.1	Dissolution	40

	10.2	Winding Up and Termination.	41

	10.3	Deficit Capital Accounts	42

	10.4	Statement of Dissolution	42


ARTICLE XI EXCULPATION AND INDEMNIFICATION			42

	11.1	Exculpation.	42

	11.2	Indemnification.	43

	11.3	Indemnification Procedures.	44

	11.4	Expenses	46

	11.5	Insurance	46

	11.6	Acts Performed Outside the Scope of the Partnership	46

	11.7	Attorneys’ Fees	46

	11.8	Subordination of Other Rights to Indemnity	47

	11.9	Survival of Indemnity Provisions	47

	11.10	Reimbursement Obligation	47

ARTICLE XII REPRESENTATIONS, WARRANTIES AND COVENANTS			47

	12.1	Representations, Warranties and Covenants	47

ARTICLE XIII GENERAL PROVISIONS			48

	13.1	Offset	48

	13.2	Notices	48

	13.3	Entire Agreement	49

	13.4	Waivers	49

	13.5	Amendment or Restatement	49

	13.6	Binding Effect	49

	13.7	Governing Law; Jurisdiction	49

	13.8	Severability	49

	13.9	Tax Disclosure Authorization	50

	13.10	Further Assurances	50

	13.11	Waiver of Certain Rights	50

	13.12	No Third Party Beneficiary	50

	13.13	Counterparts	50

	13.14	Reliance on Counsel	50

Attachments


Schedule 1		Partners; GP Units; Sharing Ratios
Schedule 2		Initial MC Members
Schedule 3(a)		Initial Officers
Schedule 3(b)		Delegation of Authority to Officers
Schedule 4		Initial Senior Management Team
Exhibit A		Form of Master Services Agreement
Exhibit B		Area of Mutual Interest
Exhibit C		Haynesville Expansion Project
Exhibit D		Transfer Rights
Exhibit E		Initial Operating Budget
Exhibit F		Haynesville Expansion Budget
Exhibit G		Insurance
Annex 1		Form of GP Unit Certificate

GLOSSARY OF DEFINED TERMS

The location of the definition of each capitalized term used in this Agreement is set forth in this Glossary:


Act			2
Adjusted Capital Account			2
Adoption Agreement			D-6
Affiliate			2
Agreement			1
Alinda Investor 1			1
Alinda Investor 2			1
Alinda Investors			1
AMI Agreement			40
Area of Mutual Interest			2
Authorized Representatives			2
Available Cash			3
Book Value			3
Budget			4
Business Day			4
Call Amount			19
Call Notice			19
Capital Account			4
Capital Contribution			4
Certificate			1
Claim Notice			45
Claims			43
Code			5
Confidential Information			5
Consolidated EBITDA			5
Consolidated Interest Expense			6
Consolidated Net Income			6
Contract			6
Contribution Agreement			1
Control			6
Controlled by			6
Controlling			6
Co-Sale Buyer			D-4
Co-Sale Electing Partner			D-4
Co-Sale Notice			D-4
Co-Sale Offer			D-4
Co-Sale Seller			D-4
Covered Person			6
CPI Price Factor			7
Depreciation			7
Disposing Partner			D-2
Disposition Notice			D-2
Dissolution Event			41
Economic Risk of Loss			7
Effective Date			1
Electing Partner			19
Election Period			19
Exchange Act			7
Exercising ROFO Partners			D-2
Expansion Capital Expenditures			7
FMV			D-7
Forfeited GP Units			17
Formation Date			1
GAAP			38
GE Investor			1
Governmental Authority			8
GP Unit			16
Haynesville Expansion Budget			8
Haynesville Expansion Project			8
HSR Act			8
Indemnified Party			45
Indemnitee			47
Indemnitor			47
Indemnity Loss			8
Indirect Transfer			8
Indirect Transfer Election Period			D-5
Indirect Transfer GP Units			D-5
Indirect Transfer Notice			D-5
Indirect Transfer Over-Allotment AmountD-5
Indirect Transfer Participating Partner			D-5
Indirect Transfer Sale Price			D-5
Initial Capital Contributions			18
Investment Company Act			9
Investment Grade Entity			9
Investor Partners			9
Laws			9
Losses			12
Maintenance Capital Expenditures			9
Management Committee			26
Management Company			9
Management Person			9


Material Contract			9
MC Member			26
Minimum Gain			10
MSA			10
National Securities Exchange			D-3
Nonrecourse Deductions			10
Operating Budget			10
Original Agreement			1
Outside Activities			40
Over-Allotment Amount			19
Partner			11
Partner Nonrecourse Debt			11
Partner Nonrecourse Debt Minimum Gain11
Partner Nonrecourse Deductions			11
Partnership			1
Partnership Business			15
Partnership Interests			11
Partnership Specific Opportunity			11
Permitted Investments			11
Permitted Merger Transaction			8
Permitted Transfer			11
Person			12
Pipeline Construction Contract			33
Profits			12
Proposed Co-Sale Transfer			D-4
Regency HIG			1
Regulatory Allocations			24
Regulatory Requirement			D-7
Reimbursable Costs			48
Reimbursed Partner			48
Reimbursing Partner			48
RIGS SPE			1
ROFO Over-Allotment Amount			D-2
ROFO Partners			D-2
ROFO Partners Election Period			D-2
Sale GP Units			D-2
Sale Price			D-2
Securities Act			13
Senior Management Team			34
Sharing Ratio			13
Sole Discretion			13
Tax Matters Partner			36
Term			15
Third Party Claim			45
Transfer			13
Transferred			13
Transferred Partner			D-5
Transferring			13
Treasury Regulations			13
Ultimate Parent			13
Under Common Control with			6
Withdraw			14
Withdrawal			14
Withdrawing			14
Withdrawn			14
Withdrawn Partner			17

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AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT

RIGS HAYNESVILLE PARTNERSHIP CO.

(a Delaware general partnership)

This Amended and Restated General Partnership Agreement (this “ Agreement ”) of RIGS Haynesville Partnership Co., a Delaware general partnership (the “ Partnership ”), dated as of March 17, 2009 (the “ Effective Date ”), is adopted, executed and agreed to, for good and valuable consideration, 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 Alinda Investor 1, the “ Alinda Investors ”).

RECITALS

WHEREAS , Regency HIG and RIGS SPE LLC, a Delaware limited liability company (“ RIGS SPE ”) formed the Partnership as a Delaware general partnership under and pursuant to the Act on March 9, 2009 (the “ Formation Date ”), and caused a statement of partnership existence to be filed with the Secretary of State of the State of Delaware on March 9, 2009 (such statement of existence, as amended or restated from time to time in accordance with this Agreement, is referred to herein as the “ Certificate ”);

WHEREAS , Regency HIG and RIGS SPE entered into the Partnership’s initial General Partnership Agreement on March 9, 2009 (the “ Original Agreement ”);

WHEREAS , Regency HIG, Alinda Investor 1, Alinda Investor 2 and General Electric Capital Corporation, a Delaware corporation, entered into that certain Contribution Agreement, dated as of February 26, 2009, (the “ Contribution Agreement ”) pursuant to which, among other things, (a) Regency HIG agreed to cause the Partnership to be formed prior to the Closing (as defined in the Contribution Agreement), (b) the Partnership has become a party to the Contribution Agreement by executing a joinder to the Contribution Agreement dated as of the Effective Date, (c) Regency HIG has agreed to contribute to the Partnership the RIGS Interests (as defined in the Contribution Agreement) in exchange for certain GP Units of the Partnership and (d) each of GE Investor, Alinda Investor 1 and Alinda Investor 2 has agreed to contribute to the Partnership cash in exchange for certain GP Units of the Partnership, in each case, subject to and in accordance with the terms of the Contribution Agreement;

WHEREAS , prior to the Effective Date, General Electric Capital Corporation has assigned its rights under the Contribution Agreement to GE Investor;

WHEREAS , on the Effective Date, the Partnership has entered into the MSA, pursuant to which the Management Company will manage the day-to-day operations of the Partnership

Business (including the completion of the Haynesville Expansion Project) in accordance with the terms of the MSA; and

WHEREAS , the Partnership and the Partners now desire to amend and restate the Original Agreement in its entirety to reflect the withdrawal of RIGS SPE as a Partner, admit each of GE Investor, Alinda Investor 1 and Alinda Investor 2 as a Partner and to reflect the agreement of the Partners as set forth herein.

NOW, THEREFORE , for and in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby confirmed and acknowledged), the Partners stipulate and agree, as follows:

ARTICLE I
DEFINITIONS; CONSTRUCTION

1.1 Definitions . In addition to capitalized terms defined in the body of this Agreement, capitalized terms used in this Agreement shall have the meanings given to them in this Section 1.1 . The Glossary, which follows the Table of Contents of this Agreement, sets forth the location in this Agreement of the definition for each capitalized term used herein.

“ Act ” means the Delaware Revised Uniform Partnership Act (6 Del. C. §15-101, et seq.), as amended from time to time.

“ Adjusted Capital Account ” means the Capital Account maintained for each Partner, (a) increased by any amounts that such Partner is obligated to restore or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5) and (b) decreased by any amounts described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Partner.

“ Affiliate ” means, with respect to any Person, any Person Controlling, Controlled by, or Under Common Control with such Person.

“ Area of Mutual Interest ” means that portion of the area within the State of Louisiana that is designated as the “Area of Mutual Interest” on Exhibit B .

“ Authorized Representatives ” means (a) with respect to the Partnership, any of: (i) the Partnership’s Affiliates; and (ii) the MC Members, officers, managers, employees, members, partners, agents and authorized representatives (including attorneys, accountants, consultants, bankers, lenders and financial advisors) of the Partnership and the Partnership’s Affiliates and (b) with respect to a Partner, any of: (i) such Partner’s Affiliates; (ii) the directors, officers, managers, employees, members, stockholders, partners, owners, agents and authorized representatives (including attorneys, accountants, consultants, bankers, lenders and financial advisors) of such Partner and such Partner’s Affiliates; and (iii) the Persons who are (or who are prospective) beneficial owners of direct or indirect interests in such Partner or lenders to such Partner or its Affiliates.

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“ Available Cash ” means, the amount of cash, as determined by the Management Committee, for each calendar quarter, without duplication:

(a) the sum of all cash and cash equivalents of the Partnership and its subsidiaries on hand at the end of such calendar quarter, less

(b) prior to the completion of the Haynesville Expansion Project, any cash on hand at the end of such calendar quarter contributed by the Partners in connection with the Initial Capital Contributions and any other Capital Contribution related to the Haynesville Expansion Project, less

(c) the amount of any cash reserves determined by the Management Committee, in its reasonable discretion, to be necessary or appropriate to (i) provide for the proper conduct of the business of the Partnership (including any expected Maintenance Capital Expenditures and any Expansion Capital Expenditures) subsequent to such calendar quarter or (ii) comply with Law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Partnership is a party or by which it is bound or its assets are subject; provided , however , that cash reserves established, increased or reduced by the Management Committee after the end of such calendar quarter but on or before the date of determination of Available Cash with respect to such calendar quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such calendar quarter if the Management Committee so determines.

Notwithstanding the foregoing, “Available Cash” with respect to the calendar quarter in which a liquidation or dissolution of the Partnership occurs and any subsequent calendar quarter shall be deemed to equal zero.

“ Book Value ” means, with respect to any property, such property’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Book Value of any property contributed by a Partner to the Partnership shall be the fair market value of such property as reasonably determined by the Management Committee;

(b) the Book Values of all properties shall be adjusted to equal their respective fair market values as determined by the Management Committee in connection with (i) the acquisition of an interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution to the Partnership, (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership, (iii) the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a Partner capacity, or by a new Partner acting in a Partner capacity or in anticipation of becoming a Partner, (iv) the liquidation of the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1) (other than pursuant to Section 708(b)(1)(B) of the Code), or (v) any other event to the extent determined by the Management Committee to be

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necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(q);

(c) the Book Value of any property distributed to a Partner shall be the fair market value of such property as reasonably determined by the Management Committee; and

(d) the Book Values of all properties shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704 1(b)(2)(iv)(m) and clause (f) of the definition of Profits and Losses or Section 6.2(b)(vii) ; provided , however , Book Value shall not be adjusted pursuant to this clause (d) to the extent the Management Committee reasonably determines that an adjustment pursuant to clause (b) hereof is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Book Value of property has been determined or adjusted pursuant to clauses (b) or (d) hereof, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits and Losses and other items allocated pursuant to Article VI .

“ Budget ” means any budget approved by the Management Committee (as such budget may be amended from time to time by the Management Committee), including the Haynesville Expansion Budget and any Operating Budget.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which banks are authorized or required by Law to be closed in Dallas, Texas.

“ Capital Account ” means the account maintained by the Partnership for each Partner in accordance with Section 5.6 .

“ Capital Contribution ” means, with respect to any Partner, the amount of money and the fair market value, as determined by the Management Committee, of any property (other than money) contributed to the Partnership by such Partner. Any reference in this Agreement to the Capital Contribution of a Partner shall include its pro rata share of any Capital Contribution of its predecessors in interest.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“ Confidential Information ” shall mean all information provided or made available by or on behalf of the Partnership or its Authorized Representatives to a Partner or its Authorized Representatives, including all information, data, reserve reports or other reports, interpretations, contract terms and conditions, forecasts and records containing or otherwise reflecting information concerning the Partnership or its Affiliates, potential counterparties or customers or their Affiliates, potential projects, business plans or

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proposals, market or economic data, identities of actual or potential counterparties or customers, designs, concepts, trade secrets and other business, operational or technical information (irrespective of the form of communication of such information) and together with analyses, compilations, studies or other documents, whether prepared by or on behalf of a Partner or its Authorized Representatives, which contain or otherwise reflect such information (irrespective of the form of communication of such information). “Confidential Information” also includes information of third parties that is subject to any third-party confidentiality agreements. Notwithstanding the foregoing, Confidential Information shall not include the following: (a) information which at the time of disclosure by or on behalf of the Partnership is publicly available or which later becomes publicly available through no act or omission of the disclosing Partner or its Authorized Representatives; (b) information which a Partner can demonstrate was in its possession on a non-confidential basis prior to disclosure by or on behalf of the Partnership hereunder; (c) information received by a Partner from a third party who is not prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (d) information which a Partner can demonstrate was independently developed by it or for it and which was not derived or obtained, in whole or in part, from Confidential Information or from the Partnership or its Authorized Representatives hereunder.

“ Consolidated EBITDA ” means, for any period, the Consolidated Net Income for such period plus , without duplication and in accordance with GAAP and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense and amortization or write-off of debt issuance costs and commissions, discounts and other fees and charges associated with indebtedness, (c) depreciation, depletion and amortization expense, (d) amortization of intangibles and organization costs, (e) any extraordinary or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (f) any other non-cash charges, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (i) interest income (except to the extent deducted in determining Consolidated Interest Expense), (ii) any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business, in each case in accordance with GAAP) and (iii) any other non-cash income, all as determined on a consolidated basis.

“ Consolidated Interest Expense ” means, with respect to the Partnership and its subsidiaries on a consolidated basis for any fiscal period, total interest expenses of the Partnership and its subsidiaries in such fiscal period which are classified as interest expense on the consolidated financial statements of the Partnership and its subsidiaries, all as determined in conformity with GAAP.

“ Consolidated Net Income ” means, with respect to the Partnership and its subsidiaries on a consolidated basis, for any fiscal period, without duplication, the net income (or loss) of Partnership and its subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided , that there

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shall be excluded from such net income (or loss) (to the extent otherwise included therein) the following: (a) the net income (or loss) for such period of any Person that is not a subsidiary, or that is accounted for by the equity method of accounting; (b) the net income (or loss) during such period of any subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers or loans by that subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or governmental requirement applicable to such subsidiary or is otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; and (d) any gains or losses attributable to writeups or writedowns of assets.

“ Contract ” means any contract, commitment, lease, license, mortgage, bond, note or other instrument evidencing indebtedness, or other legally binding agreement, in each case containing terms that remain executory, and all amendments thereof, but excluding any permits or employee benefit plans.

“ Control ”, including the correlative terms “ Controlling ”, “ Controlled by ” and “ Under Common Control with ”, means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. For the purposes of the preceding sentence, Control shall be deemed to exist when a Person possesses, directly or indirectly, through one or more intermediaries (a) more than 50% of the outstanding voting interests thereof and (b) more than 25% of the economic or beneficial interest therein.

“ Covered Person ” means, in each case, whether or not a Person continues to have the applicable status referred to in the following list: a Partner, a MC Member, any Affiliate of a Partner (other than the Management Company), any officers of the Partnership (whether or not such officers are employees of the Partnership), any member of the Senior Management Team, any officers, directors, members, managers, stockholders, partners, owners, employees, representatives or agents of any Partner, or of any of their respective Affiliates (other than the Management Company); any employee or agent of the Partnership or its Affiliates (other than the Management Company); and any Tax Matters Partner.

“ CPI Price Factor ” means a fraction, the numerator of which shall be the most recent publication of the Consumer Price Index for All Urban Consumers, published by the U.S. Department of Labor, Bureau of Labor Statistics as of the date of escalation, and the denominator of which shall be the most recent publication of Consumer Price Index for All Urban Consumers, published by the U.S. Department of Labor, Bureau of Labor Statistics as of the date one year prior to such date of escalation; provided , that if such index is discontinued, any successor or substitute index, which, in the Management Committee’s reasonable opinion, is most nearly equivalent to such index.

“ Depreciation ” means, for each taxable year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes

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with respect to property for such taxable year, except that with respect to any property the Book Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the remedial allocation method pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such taxable year shall be the amount of book basis recovered for such taxable year under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2).

“ Economic Risk of Loss ” has the meaning assigned to that term in Treasury Regulation Section 1.752-2(a).

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

“ Expansion Capital Expenditures ” means cash expenditures for:

(a) any transaction in which the Partnership or any of its subsidiaries acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing for a period longer than the short-term the operating capacity or operating income of the Partnership or any of its subsidiaries from the operating capacity or operating income of the Partnership and its subsidiaries existing immediately prior to such transaction, or

(b) any (i) additions or improvements to the capital assets owned by the Partnership or any of its subsidiaries or (ii) acquisitions of existing, or the construction of new or the improvement or replacement of existing, capital assets, in each case if such additions, improvements, acquisitions, replacements or construction is made to increase for a period longer than the short-term the operating capacity or operating income of the Partnership of its subsidiaries from the operating capacity or operating income of the Partnership and its subsidiaries existing immediately prior to such addition, improvement, replacement, acquisition or construction.

For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“ Governmental Authority ” means any federal, state or local governmental authority; a state, commonwealth, territory or district thereof; a county or parish; a city, town, township, village or other municipality; a district, ward or other subdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency, authority, board, department, system, service, office, commission, committee, council or other administrative body of any of the foregoing; any court or other judicial body; and any officer, official or other representative of any of the foregoing.

“ Haynesville Expansion Budget ” means the budget attached as Exhibit F , as it may be amended or modified from time to time in accordance with the terms of this Agreement.

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“ Haynesville Expansion Project ” means the expansion project in the Haynesville Shale region of Louisiana as more particularly described in Exhibit C , which is expected to be completed in accordance with the schedule set forth in Exhibit C .

“ HSR Act ” means the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended from time to time.

“ Indemnity Loss ” means any item of Partnership loss or deduction that gives rise to an indemnity payment to the Partnership by Regency HIG pursuant to Article 5 of the Contribution Agreement.

“ Indirect Transfer ” means, with respect to any Partner, any transfer, assignment, sale, conveyance, license, lease or partition of any interests in any Person that results in the Ultimate Parent of such Partner ceasing to Control such Partner; provided , however , that no Indirect Transfer shall occur or be deemed to occur with respect to any Partner upon the occurrence of a merger, combination or consolidation of the Ultimate Parent of such Partner so long as, after giving effect to such merger, combination or consolidation, the surviving entity of such merger, combination or consolidation continues to Control such Partner (a “ Permitted Merger Transaction ”). Notwithstanding the foregoing, an Indirect Transfer shall not include any pledge, hypothecation or encumbrance of any interests in any Person that Controls any Partner for security purposes pursuant to a bona fide arms’ length transaction, but shall include any direct transfer, assignment, sale, conveyance, license, lease, or partition of such interests upon the foreclosure (or in lieu of foreclosure) of any such pledge, hypothecation or encumbrance to the extent such direct transfer, assignment, sale, conveyance, license, lease, or partition results in the Ultimate Partner of such Partner ceasing to Control such Partner. For the avoidance of doubt, any transfer, assignment, sale, conveyance, license, lease or partition that results from any issuance of interests by the Ultimate Parent of any Partner shall not be an Indirect Transfer with respect to such Partner.

“ Investor Partners ” means, as of the relevant date, all of the Partners other than Regency HIG or any Partner that is an Affiliate of Regency HIG as of such date.

“ Investment Company Act ” means the United States Investment Company Act of 1940, as amended from time to time, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder.

“ Investment Grade Entity ” means a Person with a rating equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Service, Inc. (or any successor to the rating agency business thereof) or BBB- (or the equivalent) by Standards & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (or any successor to the rating agency business thereof).

“ Laws ” means any applicable constitutional provision, statute, act (including the Act), code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction.

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“ Maintenance Capital Expenditures ” means cash expenditures (including expenditures for the addition or improvement to or replacement of the capital assets owned by the Partnership or any of its subsidiaries or for the acquisition of existing, or the construction or development of, new capital assets) if such expenditures are made to maintain, including for a period longer than the short-term, the operating capacity or operating income of the Partnership. “Maintenance Capital Expenditures” shall not include Expansion Capital Expenditures. For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“ Management Company ” means Regency Employees Management LLC.

“ Management Person ” means, in each case, whether or not a Person continues to have the applicable status referred to in the following list: a MC Member or an officer of the Partnership.

“ Material Contract ” means:

(a) any Contract guarantying the obligations of any other Person or granting a lien on any of the Partnership’s assets to secure the obligations of any other Person;

(b) any swap, exchange, commodity option or hedging agreement, including all master agreements and any confirmations issued pursuant thereto;

(c) any Contract involving a remaining commitment by the Partnership to pay capital expenditures in excess of $1,000,000;

(d) any Contract for the lease or sublease of real property involving aggregate payments in excess of $500,000 in any calendar year;

(e) any Contract for the lease of personal property involving aggregate payments in excess of $500,000 in any calendar year;

(f) any natural gas transportation Contract that individually contains a minimum fixed daily quantity of gas that exceeds 30,000 MMBtu;

(g) any consulting Contract providing annual compensation in excess of $100,000 that cannot be terminated by the Partnership on 60 days or less notice without premium or penalty;

(h) any Contract that purports to limit the freedom of the Partnership to compete in any line of business or in any geographic area;

(i) any partnership, joint venture or other similar Contracts providing for the sharing of profits of the Partnership with any third party; and

(j) except for Contracts of the nature described in clauses (a) through (i) above (without regard to any dollar threshold described in such clauses), each Contract involving aggregate payments by or to the Partnership in excess of $500,000 in any

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future calendar year that cannot be terminated by the Partnership on 60 days or less notice without premium or penalty.

“ Minimum Gain ” has the meaning assigned to the term “partnership minimum gain” in Treasury Regulation Section 1.704-2(d).

“ MSA ” means the Master Services Agreement dated as of the Effective Date between the Partnership and the Management Company substantially in the form attached hereto as Exhibit A , as amended or modified from time to time in accordance with this Agreement, pursuant to which the Management Company manages the day-to-day operations of the Partnership Business.

“ Nonrecourse Deductions ” has the meaning assigned that term in Treasury Regulation Section 1.704-2(b).

“ Operating Budget ” means, with respect to any calendar year, the annual operating budget (including Maintenance Capital Expenditures and any other capital expenditures necessary to operate the Partnership Business but excluding Expansion Capital Expenditures) of the Partnership for such calendar year approved by the Management Committee in accordance with the terms of this Agreement, as it may be amended or modified from time to time in accordance with the terms of this Agreement. The Operating Budget as of the Effective Date is attached as Exhibit E .

“ Partner ” means any Person (but not any Affiliate or entity in which such Person has an interest) executing this Agreement and any Person admitted as a Partner pursuant to the provisions of this Agreement, in such Person’s capacity as a Partner of the Partnership. Such terms do not include any Person or Persons who have ceased to be Partners of the Partnership.

“ Partner Nonrecourse Debt ” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulation Section 1.704-2(b)(4).

“ Partner Nonrecourse Debt Minimum Gain ” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treasury Regulation Section 1.704-2(i)(2).

“ Partner Nonrecourse Deductions ” has the meaning assigned to the term “partner nonrecourse deductions” in Treasury Regulation Section 1.704-2(i)(1).

“ Partnership Interests ” means the interest of a Partner, in its capacity as such, in the Partnership, including rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by that Partner (under the Act, the Certificate, this Agreement or otherwise) in its capacity as a Partner and otherwise to participate in the management of the Partnership; and all obligations, duties and liabilities imposed on that Partner (under the Act, the Certificate, this Agreement, or otherwise) in its capacity as a Partner.

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“ Partnership Specific Opportunity ” means any intrastate and/or interstate natural gas transmission infrastructure assets the sole purpose of which are to increase the available capacity of the Partnership’s existing natural gas transmission infrastructure assets.

“ Permitted Investments ” means an investment in (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition and (b) money market funds substantially all of whose assets are comprised of securities of the types described in clause (a) above.

“ Permitted Transfer ” means (a) any Transfer by a Partner to its Ultimate Parent or to any Person that is Controlled by such Ultimate Parent, (b) for so long as Regency HIG and GE Investor are Affiliates, any Transfer by GE Investor (or its Affiliates) to Regency HIG (or its Affiliates) or by Regency HIG (or its Affiliates) to GE Investor (or its Affiliates) and (c) for so long as the Alinda Investors are Affiliates, any Transfer by Alinda Investor 1 (or its Affiliates) to Alinda Investor 2 (or its Affiliates) or by Alinda Investor 2 (or its Affiliates) to Alinda Investor 1 (or its Affiliates).

“ Person ” means any natural person, limited liability company, corporation, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, and any government or agency or political subdivision thereof.

“ Profits ” or “ Losses ” means, for each taxable year, an amount equal to the Partnership’s taxable income or loss for such taxable year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(b) any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(c) in the event the Book Value of any asset is adjusted pursuant to clause (b) or clause (c) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

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(d) gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(e) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such taxable year;

(f) to the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(g) any items that are allocated pursuant to Sections 6.2(b) and (c) shall be determined by applying rules analogous to those set forth in clauses (a) through (g) hereof but shall not be taken into account in computing Profits and Losses; and

(h) any Indemnity Loss and any items of Depreciation or other items of deduction or loss specially allocated to Regency HIG pursuant to Section 6.2(a) shall not be taken into account in computing Profits or Losses.

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

“ Sharing Ratio ” means, with respect to any Partner, the percentage derived by dividing (a) the number of GP Units held by such Partner as of the time of determination, by (b) the number of GP Units held by all of the Partners as of the time of determination. The initial Sharing Ratio of each Partner is set forth opposite such Partner’s name on Schedule 1 in the column titled “Sharing Ratio”.

“ Sole Discretion ” means, with respect to any Person, such Person’s sole and absolute discretion (a) with or without cause, (b) subject to such conditions (if any) as such Person may deem appropriate and (c) without taking into account the interests of, and without incurring liability to, the Partnership, any Partner, any MC Member or any officer or employee of the Partnership (or any Affiliate of the foregoing).

“ Transfer ”, including the correlative terms “ Transferring ” and “ Transferred ”, means any direct transfer, assignment, sale, conveyance, license, lease, or partition of any GP Units, and includes any “involuntary transfer” such as a sale of any part of the GP Units therein in connection with any bankruptcy or similar insolvency proceedings, or any other disposition of any GP Units. A Transfer shall not include any pledge, hypothecation or encumbrance of any GP Units for security purposes pursuant to a bona

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fide arms’ length transaction, but shall include any direct transfer, assignment, sale, conveyance, license, lease, or partition of GP Units upon the foreclosure (or in lieu of foreclosure) of any such pledge, hypothecation or encumbrance. For the avoidance of doubt, Transfer does not include any direct or indirect transfer, assignment, sale, conveyance, license, lease, or partition of any interests in any Person that directly or indirectly owns any interest in any Partner.

“ Treasury Regulations ” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.

“ Ultimate Parent ” means (a) with respect to Regency HIG, Regency Energy Partners LP, (b) with respect to GE Investor, General Electric Capital Corporation, (c) with respect to Alinda Investor 1 and Alinda Investor 2, Alinda Capital Partners LLC or any other Person that is directly (but not indirectly) Controlled by the Person (or Persons) that Controls Alinda Capital Partners LLC as of the Effective Date, and (d) with respect to any other Partner, the Person designated by the Management Committee reasonably and in good faith as the ultimate Person that Controls such Partner upon its admission as a Partner; provided , that any MC Member designated by such Partner shall not be entitled to participate in such designation by the Management Committee. In addition, the Management Committee shall designate reasonably and in good faith the new “Ultimate Parent” of a Partner following any Permitted Merger Transaction with respect to the previous Ultimate Parent of such Partner; provided , that any MC Member designated by such Partner shall not be entitled to participate in such designation by the Management Committee.

“ Withdraw ” including the correlative terms “ Withdrawn ”, “ Withdrawing ” and “ Withdrawal ”, means the withdrawal, resignation or retirement of a Partner from the Partnership as a partner. Such terms shall not include any Transfer of GP Units in accordance with the terms of this Agreement, even though the Partner making such a Transfer may cease to be a Partner as a result of such Transfer.

1.2 Construction . In this Agreement, unless a clear contrary intention appears (a) the singular includes the plural and vice versa; (b) reference to a Person includes such Person’s successors and assigns but, in the case of a Partner, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement; (e) reference to any Section, Article, Schedule, Exhibit or Annex means such Section, Article, Schedule, Exhibit or Annex of this Agreement, and references in any Section, Article, Schedule, Exhibit or Annex or definition to any clause means such clause of such Section, Article, Schedule, Exhibit or Annex or definition; (f) “hereunder,” “hereof,” “hereto” and words of similar import are references to this Agreement as a whole and not to any particular provision hereof; and (g) the word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation. Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of,

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this Agreement. Each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP. All references to money refer to the lawful currency of the United States.

ARTICLE II
ORGANIZATION

2.1 Formation . Regency HIG and RIGS SPE formed the Partnership on the Formation Date under and pursuant to the Act, and caused the Certificate to be filed with the Secretary of State of the State of Delaware on March 9, 2009, in accordance with and pursuant to the Act. All actions by Regency HIG and RIGS SPE in making such filing are hereby ratified, adopted and approved. The rights and liabilities of the Partners will be determined pursuant to the Act and this Agreement. To the extent that there is any conflict or inconsistency between any provision of this Agreement and any non-mandatory provision of the Act, the provisions of this Agreement shall control and take precedence.

2.2 Name . The name of the Partnership is “RIGS Haynesville Partnership Co.”, and all Partnership business must be conducted in that name.

2.3 Registered Office; Registered Agent; Principal Office; Other Offices . The registered office of the Partnership required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Partnership) as the Management Committee may designate in the manner provided by Law. The registered agent of the Partnership in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Management Committee may designate in the manner provided by Law. The principal office of the Partnership shall be at such place as the Management Committee may designate, which need not be in the State of Delaware, and the Partnership shall maintain records there or at such other place as the Management Committee shall designate and shall keep the street address of such principal office at the registered office of the Partnership in the State of Delaware. The Partnership may have such other offices as the Management Committee may designate.

2.4 Purpose . The purposes of the Partnership are to (a) engage in the natural gas transportation business in the Area of Mutual Interest, (b) construct, acquire, own and/or operate the Haynesville Expansion Project or other expansions of natural gas transportation assets in the Area of Mutual Interest approved by the Management Committee or any natural gas assets and other assets acquired by the Partnership in accordance with the AMI Agreement, (c) engage in any other business approved by the Management Committee in accordance with Section 7.1(b)(xviii) , (d) fulfill the obligations of the Partnership pursuant to any contract entered into by the Partnership or under which the Partnership has assumed obligations of any Person, and (e) engage in any other business or activity that now or in the future may be necessary, incidental, proper, advisable or convenient to accomplish the foregoing purposes and that is not forbidden by applicable Law (collectively, the “ Partnership Business ”).

2.5 Foreign Qualification . Prior to the Partnership’s conducting business in any jurisdiction other than Delaware, to the extent required by Law, the Management Committee

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shall cause the Partnership to comply, to the extent procedures are available and those matters are reasonably within the control of the Management Committee, with all requirements necessary to qualify the Partnership as a foreign partnership in such jurisdiction. At the request of the Management Committee, each Partner shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the Partnership as a foreign partnership in all such jurisdictions in which the Partnership may conduct business.

2.6 Term . The period of existence of the Partnership (the “ Term ”) commenced on the Formation Date and shall end at such t

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