MASTER SERVICES AGREEMENT

Exhibit 10.3

Execution Version

MASTER SERVICES AGREEMENT

BY AND BETWEEN

RIGS HAYNESVILLE PARTNERSHIP CO.

AND

REGENCY EMPLOYEES MANAGEMENT LLC

TABLE OF CONTENTS

Schedules

MASTER SERVICES AGREEMENT

     This Master Services Agreement (this “ Agreement ”), is executed and agreed to as of March 17, 2009(the “ Effective Date ”) by and between RIGS Haynesville Partnership Co., a Delaware general partnership (the “ Owner ”), and Regency Employees Management LLC, a Delaware limited liability company (the “ Management Company ”). The Owner and the Management Company are hereinafter each referred to as a “ Party ” and are collectively referred to as the “ Parties .”

RECITALS

     WHEREAS, the Owner indirectly owns and operates existing natural gas transportation assets located in northern Louisiana and is developing and constructing the Haynesville Expansion Project (as defined below); and

     WHEREAS, the Owner desires to retain the Management Company to provide, and the Management Company desires to provide to the Owner and its subsidiaries, services necessary to manage the day-to-day operations of the Owner’s and its subsidiaries’ existing business, including construction management services to manage the construction of the Haynesville Expansion Project and any future Development Projects.

     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 Parties hereby agree as follows:

ARTICLE I.
DEFINITIONS

     1.1 Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth below:

     “ Agreement ” is defined in the preamble.

     “ Assets ” means the Existing Assets and any other natural gas transportation or natural gas storage assets acquired or developed by the Owner or any of its wholly owned subsidiaries.

     “ Bankruptcy Laws ” means any laws, rules or regulations pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution, liquidation, creditors’ rights or similar matters now or hereafter in effect.

     “ Construction Management Services ” is defined in Section 2.3 .

     “ Defaulting Party ” is defined in Section 8.1 .

     “ Development Project ” means the Haynesville Expansion Project and any other project undertaken by the Owner to construct or develop additional Assets or to expand any Assets of the Owner.

     “ Dollars ” or “ $ ” means the lawful currency of the United States of America.

     “ Effective Date ” is defined in the preamble.

     “ Event of Default ” is defined in Section 8.1 .

     “ Existing Assets ” means the Owner’s existing natural gas transportation assets located in northern Louisiana and the assets included in the Haynesville Expansion Project.

     “ Force Majeure ” means any event that occurs after the Effective Date that is beyond the reasonable control of and without the fault or negligence of the affected Party which causes the affected Party to be unable to perform its obligations under this Agreement, and which by the exercise of due foresight such affected Party could not reasonably have been expected to avoid and which such affected Party is unable to overcome by the exercise of due diligence and reasonable care, and, provided that the affected Party complies with the provisions set forth in Section 6.1 hereof, shall include any of the following but only to the extent that each satisfies the above requirements: acts of God (e.g., earthquakes, hurricanes, flood, lightning, storms, fire, pestilence or other natural catastrophes); epidemics, wars, riots, civil disturbances, sabotage or other civil disobedience; strikes or other labor disputes; or action or inaction of legislative, judicial or other governmental bodies that render illegal actions in accordance with this Agreement.

     “ G&A Payment ” is defined in Section 3.1 .

     “ G&A Services ” is defined in Section 2.1 .

     “ GAAP ” means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis.

     “ Governmental Authority ” means any governmental, quasi-governmental, state, county, city or other political subdivision of the United States, or any agency, court or instrumentality or statutory or regulatory body thereof.

     “ Haynesville Expansion Budget ” has the meaning ascribed in the Partnership Agreement.

     “ Haynesville Expansion Project ” has the meaning ascribed in the Partnership Agreement.

     “ Indemnified Party ” means any Owner Indemnified Party or Management Company Indemnified Party, as applicable.

     “ Initial Term ” is defined in Section 4.1 .

     “ Interest Rate ” means the per annum rate of interest established from time to time by JPMorgan Chase Bank as its prime rate (which rate may not be the lowest rate of interest charged by JPMorgan Chase Bank to its customers) plus 2% percent.

     “ Law ” means any law, statute, code, ordinance, order, rule, rules of common law, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement of any Governmental Authority.

     “ Loss ” and “ Losses ” are defined in Section 5.2 .

     “ Management Committee ” has the meaning ascribed in the Partnership Agreement.

     “ Management Company ” is defined in the preamble.

     “ Management Company Indemnified Parties ” is defined in Section 5.2 .

     “ Non-Defaulting Party ” is defined in Section 8.1 .

     “ Notice ” means a communication from one Party to the other Party conforming to the requirements of Section 9.3 .

     “ O&M Services ” is defined in Section 2.2 .

     “ Operating Budget ” has the meaning ascribed in the Partnership Agreement.

     “ Owner ” is defined in the preamble.

     “ Owner Indemnified Parties ” is defined in Section 5.3 .

     “ Partnership Agreement ” means the Amended and Restated General Partnership Agreement of Owner, 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.

     “ Party ” and “ Parties ” are defined in the preamble.

     “ Person ” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

     “ Pipeline Construction Contract ” means the Pipeline Construction Contract, dated February 24, 2009, by and between Regency Intrastate Gas Services LP (formerly known as Regency Intrastate Gas Services LLC) and Price Gregory International, Inc.

     “ Project Budget ” means the Owner’s budget for a specific Development Project which has been consented to by the Management Company, such consent not to be unreasonably withheld.

     “ Prudent Industry Practices ” means, at a particular time, any of the practices, methods and acts which, in the exercise of reasonable judgment based upon the circumstances existing, and the information available, at such time, is reasonably expected to result in the proper operation and maintenance of the Assets and shall include the practices, methods and acts

engaged in or approved by a significant portion of, or otherwise commonly used in, the industry at such time with respect to assets of the same or similar types as the Assets. Prudent Industry Practices are not intended to be limited to optimum practices, methods or acts, to the exclusion of all others, but rather is a spectrum of possible practices, methods and acts which could have been expected to accomplish the desired result at a commercially reasonable cost and consistent with reliability, safety, timeliness and all applicable Laws, as applicable. Prudent Industry Practices are intended to entail the same standards as the Parties would, in the commercially reasonable prudent management of their own properties, use from time to time.

     “ Reimbursable Personnel Expenses ” is defined in Section 3.2(b) .

     “ Senior Management Team ” is defined in Section 2.8 .

     “ Services ” means the G&A Services, the O&M Services, the Construction Management Services and the any other services provided by the Management Company to the Owner pursuant to this Agreement.

     “ Term ” is defined in Section 4.1 .

     “ Third Party ” means a Person other than a Party.

     “ Third Party Expenses ” is defined in Section 3.2(a) .

     “ Wage Estimate Factor ” means the percentage increase or decrease in the Industry Total mean yearly earnings of Oil and Gas Field Services workers for the most recent calendar year for which such statistics are published compared to the calendar year preceding as published in the Occupational Employment Statistics of SIC Industry Group 318 — Oil and Gas Field Services by the U.S. Department of Labor, Bureau of Labor Statistics, as of the Effective Date, or, if such statistics are discontinued, any successor or substitute statistics, which, in the Management Company’s reasonable opinion, is most nearly equivalent to such statistics.

     1.2 Interpretation . In this Agreement, unless the context otherwise requires:

ARTICLE II.
SERVICES

     2.1 General and Administrative Services . The Management Company shall provide the Owner with general and administrative services reasonably required by the Owner to operate, manage, maintain and report the operating results of the Assets to the extent such services are consistent with the nature and scope of the general and administrative services provided by the Management Company with respect to the Existing Assets prior to the date of this Agreement, including the services listed on Schedule 2.1 hereto (the “ G&A Services ”).

     2.2 Operations and Maintenance Services . The Management Company shall provide the Owner with operations and maintenance services reasonably required to operate and maintain the Assets, including the services listed on Schedule 2.2 hereto, but in each case only if, and to the extent, such services are included in the applicable Operating Budget (the “ O&M Services ”).

     2.3 Construction Management Services . The Management Company shall provide the Owner with construction management services reasonably required to manage the construction of the Haynesville Expansion Project and any other Development Project, including the services listed on Schedule 2.3 hereto, but in each case only if, and to the extent, such services are included in the Haynesville Expansion Budget or the other applicable Project Budget (the “ Construction Management Services ”).

     2.4 Operating Budget . As part of the Services, on or before November 30 ^th of each calendar year, the Management Company will prepare and deliver to the Owner an Operating Budget for the following calendar year which will set forth its good-faith approximation of all expenses necessary in all material respects to own, operate and maintain the Owner’s business in accordance with the Owner’s business plan that is communicated to the Management Company and to provide the Services hereunder in accordance with the standard of care set forth in Section 2.7 . The Operating Budget for each calendar year is subject to the approval of the Owner. If the Owner fails to approve an Operating Budget with respect to any calendar year, then (i) the Operating Budget previously approved by the Owner for the prior calendar year shall remain in

effect after giving effect to any dispositions or other material changes to the Assets of the Owner during such prior calendar year, (ii) any items of the proposed Operating Budget that have been approved by the Owner shall become effective, and (iii) the Management Company will be entitled to expend funds, in any calendar quarter, in an amount equal to the lesser of (1) the actual expenses incurred by the Management Company in such calendar quarter, and (2) the budgeted amount for the corresponding calendar quarter in the Operating Budget previously approved by the Owner for the prior calendar year adjusted by the Wage Estimate Factor. The Owner shall revise the Operating Budget as necessary to reflect any agreed upon changes in the G&A Payment, Third Party Expenses or Reimbursable Personnel Expenses during the calendar year.

     2.5 Insurance for Owner .

     2.6 Additional Services . The Owner shall have the right to request additional Services from the Management Company from time to time and the Management Company shall

provide such additional Services to the Owner; provided , that (a) it is reasonably practicable for the Management Company to provide such additional Services and such request by the Owner shall be made in sufficient time so as to provide the Management Company, using commercially reasonable efforts, the opportunity to provide or make arrangements for the provision of such additional Services and (b) the Parties agree on the amount of the adjustment to the G&A Payment, Third Party Expenses and/or Reimbursable Personnel Expenses payable to the Management Company with respect to such additional Services and, to the extent necessary, adjust the Operating Budget and the Haynesville Expansion Budget or other applicable Project Budget to account therefor.

     2.7 Standard of Care . The Services will be provided by the Management Company (or its employees, representatives, agents or contractors) in accordance with Prudent Industry Practices and shall be substantially equivalent in quality to the services provided by the Management Company in connection with the Management Company’s operation and management of its affiliates’ assets that are similar to the Assets. Without limiting the standard of care set forth in the preceding sentence, the Management Company shall use reasonable efforts to cause the Services to be performed in compliance with all applicable Laws in all material respects.

     2.8 Senior Management Team . The Management Company shall nominate individuals to serve as the senior management team of the Owner who shall supervise the provision of Services hereunder. Upon approval of the Owner, such individuals shall comprise the “ Senior Management Team ” of the Owner. The Owner may but shall not be obligated to, appoint any member of the Senior Management Team to be officers of the Owner. The Owner may instruct the Management Company to remove or replace any member of the Senior Management Team at any time upon consultation with the Management Company. The Management Company may remove any member of the Senior Management Team upon consultation with the Owner; provided , that if the Management Company removes a member of the Senior Management Team, then the Management Company shall nominate promptly a replacement with substantially similar or greater experience as such removed member of the Senior Management Team. If there is a vacancy in any position on the Senior Management Team, the Management Company shall nominate an individual to fill such vacancy, and subject to the approval by the Owner, such individual shall become a member of the Senior Management Team. Schedule 2.8 lists the positions of the Senior Management Team and the names of the individuals on the initial Senior Management Team holding each such position.

     2.9 Duty to the Owner .

     2.10 Insurance for Management Company .

ARTICLE III.
PAYMENTS AND FEES

     3.1 G&A Payment . In full consideration for the G&A Services provided by the Management Company, the Owner shall pay to the Management Company an amount equal to five hundred thousand Dollars ($500,000) per calendar month commencing on the Effective Date (such monthly payment, the “ G&A Payment ”); provided that (a) the G&A Payment will be adjusted at the beginning of each fiscal quarter, commencing with the first fiscal quarter in 2010, by the Wage Estimate Factor (or, if applicable, will be increased by such amount as may be mutually agreed by the Parties after good faith negotiations), and (b) on the date of substantial completion of the Haynesville Expansion Project (as determined in accordance with the Pipeline Construction Contract), the G&A Payment (as of such date) shall be increased by fifty thousand Dollars ($50,000). The G&A Payment will be prorated for partial calendar months.

     3.2 Fee for Other Services .