CONTRIBUTION AGREEMENT BY AND AMONG REGENCY HAYNESVILLE INTRASTATE GAS LLC, AND THE INVESTORS

Exhibit 10.1

EXECUTION VERSION

CONTRIBUTION AGREEMENT

BY AND AMONG

REGENCY HAYNESVILLE INTRASTATE GAS LLC,

AND

THE INVESTORS

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

CONTRIBUTION AGREEMENT

      THIS CONTRIBUTION AGREEMENT , dated as of February 26, 2009 (the “ Execution Date ”), is entered into by and among Regency Haynesville Intrastate Gas LLC, a Delaware limited liability company (“ Regency HIG ”), General Electric Capital Corporation, a Delaware corporation (the “ 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 ”). The GE Investor and the Alinda Investors are collectively referred to herein as the “ Investors .” The parties to this Agreement are collectively referred to herein as the “ Parties .”

R E C I T A L S

     WHEREAS, on February 26, 2009, Regency HIG and Regency Gas Services LP (“ RGS ”) entered into that certain initial Assignment and Assumption Agreement pursuant to which RGS contributed to Regency HIG all of the issued and outstanding equity interests (the “ RIGS Interests ”) of Regency Intrastate Gas LLC, a Delaware limited liability company (“ RIGS ”);

     WHEREAS, prior to the Closing, Regency HIG and an Affiliate of Regency HIG will form RIGS Haynesville Partnership Co., a Delaware general partnership (the “ Company ”), pursuant to the Act, for the purposes described in the Company Partnership Agreement;

     WHEREAS, concurrent with the execution and delivery of this Agreement Alinda Infrastructure Fund II, L.P. (the “ Alinda Investor I Parent ”), the wholly-owning indirect parent of Alinda Investor 1, shall execute and deliver that certain Alinda Parent Guarantee in the form attached hereto as Exhibit B-1 , (the “ Alinda I Parent Guarantee ”), Alinda Infrastructure Parallel Fund II, L.P. (the “ Alinda Investor II Parent ”), the wholly-owning indirect parent of Alinda Investor 2, shall execute and deliver that certain Alinda Parent Guarantee in the form attached hereto as Exhibit B-2 (the “ Alinda II Parent Guarantee ” and collectively with the Alinda I Parent Guarantee, the “ Alinda Parent Guarantees ”), and RGS, the sole member of Regency HIG, shall execute and deliver that certain RGS Guarantee in the form attached hereto as Exhibit B-3 (the “ RGS Guarantee ”), each of which shall become effective upon such execution and delivery;

     WHEREAS, at the Closing Regency HIG and the Investors (collectively, the “ Partners ”) shall execute and deliver that certain Amended and Restated General Partnership Agreement of the Company substantially in the form attached hereto as Exhibit C (the “ Company Partnership Agreement ”), which Company Partnership Agreement shall become effective at the Closing;

     WHEREAS, at the Closing Regency Employees Management LLC and the Company shall execute and deliver that certain Master Services Agreement substantially in the form attached hereto as Exhibit D (the “ Services Agreement ”), which Services Agreement shall become effective at the Closing;

     WHEREAS, at the Closing Regency HIG and the Company shall execute and deliver that certain Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit E (the “ RIGS Assignment and Assumption Agreement ”), which RIGS Assignment and Assumption Agreement shall evidence the transfer of the RIGS Interests from Regency HIG to the Company and which shall become effective at the Closing;

     WHEREAS, subject to the terms and conditions of this Agreement, each Investor desires to contribute to the Company, and the Company desires to accept from each Investor, certain cash consideration in exchange for the general partner units in the Company (“ GP Units ”) to be issued to such Investor as contemplated herein; and

     WHEREAS, subject to the terms and conditions of this Agreement, Regency HIG desires to contribute to the Company, and the Company desires to accept from Regency HIG, the RIGS Interests in exchange for the GP Units to be issued to Regency HIG and certain cash distributions by the Company to Regency HIG as contemplated herein.

A G R E E M E N T S

     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE 1
DEFINITIONS; INTERPRETATION

     Section 1.1 Definitions . Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to them in Exhibit A .

     Section 1.2 Headings; References; Interpretation . 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 Party, 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 or Article means such Section or Article of this Agreement, and references in any Section or Article or definition to any clause means such clause of such Section, Article 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; (g) the word “or” is not exclusive, and the word “including” (in its various forms) means including without limitation; (h) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP; and (i) all references to money refer to the lawful currency of the United States. 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, this Agreement.

ARTICLE 2
CONTRIBUTIONS, PAYMENTS AND CLOSING

     Section 2.1 Pre-Closing Matters .

          (a)  Pre-Closing Expenditures and Working Capital .

          (i) At least three Business Days before the proposed Closing Date, Regency HIG shall provide the Investors with its good faith estimate of the Pre-Closing Expenditures (the “ Estimated Pre-Closing Expenditures ”) together with any supporting information reasonably requested by the Investors. At least three Business Days before the proposed Closing Date, Regency HIG shall provide the Investors its good faith estimate of Working Capital as of the Closing Date (the “ Estimated Working Capital ”), together with any supporting information reasonably requested by the Investors. Attached as Schedule 2.1(a) is an agreed upon template that includes the methodology that shall be used by Regency HIG in preparing Estimated Working Capital and Working Capital.

          (ii) As soon as practicable, but in no event later than 90 days after the Closing Date, Regency HIG shall update and provide to the Investors its calculation of (A) the Pre-Closing Expenditures and (B) Working Capital as of the Closing Date based on the methodologies set forth in Schedule 2.1(a) .

          (iii) Regency HIG and the Investors shall have full access to documents and information to the extent reasonably necessary to prepare and evaluate the calculation of the Adjustment Items. Any Investor may dispute Regency HIG’s calculation of the Adjustment Items by delivering to Regency HIG and the other Investors, within 20 Business Days of its receipt of the calculation, a written notice (a “ Dispute Notice ”), which shall specify the elements of the calculation of the Adjustment Items that such Investor disputes. Any elements of Regency HIG’s calculations of the Adjustment Items not so specified as challenged or disputed in the Dispute Notice shall be deemed accepted by all Parties and shall not be subject to subsequent challenge by any Party for any purpose.

          (iv) If any Investor timely delivers a Dispute Notice, Regency HIG and the Investors will seek to resolve the dispute by negotiations among such Parties. Any such resolution (including any resolution of less than all the items disputed in the Dispute Notice) shall be binding upon all the Parties. If, however, within 20 days following the delivery of a Dispute Notice, Regency HIG and the Investors have not fully resolved the Dispute Notice (each a “ Remaining Dispute ”), then either Regency HIG or any Investor may initiate binding arbitration of the Remaining Disputes by giving written notice of an intent to arbitrate to the other Parties. The arbitrator for such Remaining Disputes shall be a partner in a nationally recognized firm of independent public accountants mutually acceptable to Regency HIG and the Investors; if, however, Regency HIG and the GE Investor and the Alinda Investors have not agreed on the selection of the arbitrator within ten days following the delivery of a notice of intent to arbitrate, then each such Party shall select (and notify in writing the other Party of such selection) as a “ Selector ” a

partner at a nationally recognized firm of independent public accountants, and these two Selectors shall select, within ten days of delivery of the last such notice of selection, a partner in a nationally recognized firm of independent public accountants who shall serve as the arbitrator to resolve the Remaining Disputes. The Parties will cooperate with this arbitrator and timely provide him or her with all information as such arbitrator shall request. The arbitrator shall be directed to resolve the Remaining Disputes as promptly as practicable and to provide the Parties with a written decision regarding his or her decision on each Remaining Dispute, but in no case later than 30 days after the arbitrator has been selected. The decision by the arbitrator selected pursuant to this Section 2.1(a)(iv) with respect to each Remaining Dispute shall be binding on all Parties for all purposes.

          (v) Promptly, but in all events within three Business Days following the agreement or resolution pursuant to this Section 2.1 of all disputes regarding the calculations of the Adjustment Items, (A) if the Regency Closing Payment shall be greater than the Total Adjustment Items, Regency HIG shall pay the Company cash in an amount equal to the positive difference between the Regency Closing Payment and the Total Adjustment Items; and (B) if the Total Adjustment Items shall be greater than the Regency Closing Payment, the Company shall pay Regency HIG cash in an amount equal to the positive difference between the Total Adjustment Items and the Regency Closing Payment. For avoidance of doubt, any amounts due from any Party pursuant to this Section 2.1(a)(v) shall not be subject to the provisions of Article 5 .

          (b)  Pre-Closing Cash Balances . For the avoidance of doubt, (i) the Parties acknowledge and agree that all cash balances of RIGS and the Company immediately prior to the Closing shall be the property of Regency HIG and (ii) notwithstanding any other provisions of this Agreement to the contrary (including Section 6.7 ), Regency HIG shall be entitled to cause RIGS and the Company to distribute all cash balances of RIGS and the Company to Regency HIG prior to the Closing.

     Section 2.2 Contributions and Payments . Subject to the terms and conditions of this Agreement, at the Closing, the following contributions, unit issuances and payments shall be made:

          (a) Each Investor shall contribute to the Company in immediately available funds, to an account designated by the Company to the Investors (which account shall be so designated no later than two Business Days prior to the Closing), the amount set forth opposite such Investor’s name in the column entitled “Cash Investment Amount” on Exhibit F in exchange for the number of GP Units set forth opposite such Investor’s name in the column entitled “GP Units” on Exhibit F . In its capacity as a holder of such GP Units and as a Partner, each Investor shall have the obligations set forth in the Company Partnership Agreement with respect to the contribution of additional capital to the Company, but shall have no other obligation to contribute any additional capital to the Company, except as otherwise expressly provided in the Company Partnership Agreement.

          (b) Regency HIG shall contribute to the Company, pursuant to the RIGS Assignment and Assumption Agreement, all of the RIGS Interests in exchange for the GP Units

set forth opposite Regency HIG’s name in the column entitled “GP Units” on Exhibit F . In its capacity as a holder of such GP Units and as a Partner, Regency HIG shall have no obligation to contribute any additional capital to the Company, except as otherwise expressly provided in the Company Partnership Agreement.

          (c) The Company shall distribute to Regency HIG in immediately available funds, to an account designated by Regency HIG to the Company (which account shall be so designated no later than two Business Days prior to the Closing), an amount equal to the Regency Closing Payment. To avoid characterization of such distribution as a sale of a portion of the Assets to the Company, Regency HIG shall provide the Management Committee with information reasonably requested by the Management Committee to avoid treating such distribution as part of a sale under Code Section 707.

     Section 2.3 Closing . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Vinson & Elkins LLP, First City Tower, 1001 Fannin Street, Suite 2500, Houston, Texas 77002 on either (a) the date that all of the conditions precedent set forth in Article 7 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or due waiver of those conditions), or if permissible, waived, but no earlier than the first Business Day that is 11 Business Days after the date on which the conditions precedent set forth in Section 7.1(c) , Section 7.2(d) and Section 7.2(e) have been satisfied, or if permissible, waived, and Regency HIG has notified the Alinda Investors that all other conditions to Closing set forth in Article 7 that are not within the control of the Alinda Investors will be satisfied without undue delay, or (b) at such other place, time and date as is agreed to in writing by the Parties (the “ Closing Date ”). The Closing will be deemed effective as of 11:59 p.m., Houston, Texas time on the Closing Date.

     Section 2.4 Closing Deliveries .

          (a)  Investor Deliveries . At the Closing, each Investor will execute and deliver, or cause to be executed and delivered, to the other Parties, as applicable, each of the following documents, where the execution or delivery of documents is contemplated, and will take or cause to be taken the following actions, where the taking of action is contemplated:

          (i) a certificate of the Secretary of State of the jurisdiction in which it is organized, dated not more than five days prior to the Closing Date, as to its existence and good standing;

          (ii) a certificate of an officer of such Investor providing the following documents and certifying that each is a true and correct copy: (A) the Organizational Documents of such Investor and (B) resolutions of such Investor’s governing body authorizing the transactions contemplated hereby (including designation of the Persons authorized to execute this Agreement on behalf of such Investor and the Transaction Documents to which it is a party);

          (iii) a duly executed counterpart of the Company Partnership Agreement;

          (iv) a certificate of an officer of such Investor, dated as of the Closing Date, certifying that all of the conditions set forth in Section 7.3(a) have been satisfied; and

          (v) pay to the Company in immediately available funds the amount applicable to it as referred to in Section 2.2(a) .

          (b)  Regency HIG Deliveries . At the Closing, Regency HIG will execute and deliver, or cause to be executed and delivered, to the other Parties, as applicable, each of the following documents, where the execution or delivery of documents is contemplated, and will take or cause to be taken the following actions, where the taking of action is contemplated:

          (i) certificates of the Secretary of State of the State of Delaware, dated not more than five days prior to the Closing Date, as to the existence and good standing of Regency HIG and RIGS;

          (ii) with respect to Regency HIG, a certificate of an officer of Regency HIG providing the following documents and certifying that each is a true and correct copy: (A) its Organizational Documents and (B) resolutions of its governing body authorizing the transactions contemplated hereby (including designation of the Persons authorized to execute this Agreement on behalf of it and the Transaction Documents to which it is a party);

          (iii) with respect to RIGS, a certificate of an officer of RIGS providing its Organizational Documents and certifying that they are a true and correct copy;

          (iv) a duly executed counterpart of the Company Partnership Agreement;

          (v) a duly executed counterpart for Regency Employees Management LLC of the Services Agreement;

          (vi) a duly executed counterpart of the RIGS Assignment and Assumption Agreement;

          (vii) a duly executed counterpart for the MLP of the Area of Mutual Interest Agreement substantially in the form attached hereto as Exhibit G-1 (the “ AMI Agreement ”), which shall become effective at the Closing;

          (viii) a certificate of an officer of Regency HIG, dated as of the Closing Date, certifying that all of the conditions set forth in Section 7.2(a) have been satisfied; and

          (ix) a certification of non-foreign status of Regency HIG in the form described in Treasury Regulation Section 1.1445-2(b).

          (c)  Company Deliveries . At the Closing, the Company will execute and deliver, or cause to be executed and delivered, to the other Parties, as applicable, each of the

following documents, where the execution or delivery of documents is contemplated, and will take or cause to be taken the following actions, where the taking of action is contemplated:

          (i) a certificate of the Secretary of State of the State of Delaware, dated not more than five days prior to the Closing Date, as to the existence and good standing of the Company;

          (ii) a copy of the Certificate of Partnership Existence of the Company certified by the Secretary of State of the State of Delaware;

          (iii) a duly executed counterpart of the Services Agreement;

          (iv) pay to Regency HIG in immediately available funds the amount referred to in Section 2.2(c) ;

          (v) a duly executed counterpart of the RIGS Assignment and Assumption Agreement;

          (vi) a duly executed counterpart of the AMI Agreement; and

          (vii) a duly executed Management Rights Letter substantially in the form attached hereto as Exhibit G-2 .

     The transactions described in this Article 2 are referred to herein collectively as the “ Transactions .” The “ Transaction Documents ” shall mean this Agreement, the Alinda Parent Guarantees, the RGS Guarantee, the Company Partnership Agreement, the Services Agreement, the RIGS Assignment and Assumption Agreement and the AMI Agreement.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF REGENCY HIG

     Regency HIG hereby makes the following representations and warranties to the Investors:

     Section 3.1 Organization; Qualification . Each of the MLP, RGS, Regency HIG and RIGS is a limited partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the State of Delaware. Immediately prior to the Closing, the Company will be a general partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. Each of Regency HIG and RIGS has all requisite power and authority to own, lease and operate the properties and assets it currently owns, leases and operates and to carry on its business as such business is currently conducted, and is qualified to do business as a foreign partnership, limited partnership or limited liability company, as the case may be, in each jurisdiction in which the property currently owned, leased or operated by it or the nature of the business currently conducted by it makes such qualification necessary.

     Section 3.2 Authority; Enforceability .

          (a) Each Regency Entity has the requisite general partnership, limited partnership or limited liability company power and authority, as applicable, to execute and deliver the Transaction Documents to which it is, or will be as of the Closing, a party, and to consummate the Transactions. The execution and delivery by each Regency Entity of the Transaction Documents to which it is, or will be as of the Closing, a party, and the consummation by such Regency Entity of the Transactions, have been duly and validly authorized by such Regency Entity and no other general partnership, limited partnership or limited liability company proceedings, as the case may be, on the part of such Regency Entity is necessary to authorize the Transaction Documents or to consummate the Transactions.

          (b) Each of the Transaction Documents to which any Regency Entity is, or will be as of the Closing, a party has been (or will be, in the case of Transaction Documents to be delivered at the Closing) duly executed and delivered by such Regency Entity and, assuming the due authorization, execution and delivery by the other parties thereto, each Transaction Document constitutes (or will constitute, in the case of Transaction Documents to be delivered at the Closing) the valid and binding agreement of such Regency Entity, and is (or will be, in the case of Transaction Documents to be delivered at the Closing) enforceable against such Regency Entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     Section 3.3 No Violation; Consents and Approvals . Except as set forth on Schedule 3.3 :

          (a) The execution, delivery and performance of the Transaction Documents by any Regency Entity and the consummation by such Regency Entity of the Transactions do not and will not as of the Closing after giving effect to the Closing and the consummation of the Transactions:

          (i) conflict with or violate any of such Regency Entity’s Organizational Documents;

          (ii) constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Regency Entity or RIGS is a party or by which any of its assets is bound, except to the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on the ability of such Person to perform its obligations under the Transaction Documents;

          (iii) violate or breach in any material respects any Law applicable to such Regency Entity or RIGS; or

          (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of an Encumbrance on any of the Assets or RIGS Interests.

          (b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that have been or will be obtained or made prior to the Closing and other than such declarations, filings, registrations or notices that are customarily given or obtained post-closing for transactions of this type.

          (c) No consent or approval of any third party with respect to any Material Contract or any other Contract that is material to the Business is necessary for the consummation by any Regency Entity of the Transactions contemplated by the Transaction Documents, other than such consents or approvals that have been or will be obtained prior to the Closing and other than, with respect to such other Contracts (but not the Material Contracts), such consents or approvals that are customarily given or obtained post-closing for transactions of this type.

     Section 3.4 Capitalization; Ownership of RIGS Interests .

          (a) The Company does not (i) own, directly or indirectly, any capital stock, equity interests or other securities of any Person or (ii) have any Subsidiaries, in each case other than with respect to its ownership in RIGS upon the Closing.

          (b) The Company will not have conducted any business operations, will not have any assets or liabilities and will not be a party to any contract or agreement of any kind or nature prior to the Closing (other than the Organizational Documents of the Company and this Agreement).

          (c) Upon Closing, the GP Units issued pursuant to this Agreement (i) will constitute all of the issued and outstanding general partner units of the Company and (ii) will be duly authorized, validly issued and fully paid (to the extent required under the Company Partnership Agreement). Upon Closing, Regency HIG and each Investor will own the number of GP Units set forth opposite such Party’s name in the column entitled “GP Units” on Exhibit F , free and clear of all Liens except for (i) Liens arising under the Company Partnership Agreement and (ii) Liens that encumber the GP Units owned by such Party that arise by, through or under such Party. The RIGS Interests (i) will constitute all of the issued and outstanding membership interests of RIGS and (ii) have been duly authorized, validly issued and fully paid. There are no existing subscriptions, rights, warrants, calls, options, convertible or exchangeable securities, “phantom” equity rights, equity appreciation rights, equity-based performance units, commitments, contracts, agreements or undertakings of any character to which either of the Company or RIGS is bound that (A) obligate it to issue, deliver or sell, or cause to be issued, delivered or sold, additional ownership interests in, or any ownership interest convertible or exercisable for, or exchangeable into, any of its ownership interests, or (B) obligate it to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking. There are no outstanding contractual obligations of the Company or RIGS to repurchase, redeem or otherwise acquire any ownership interests of the Company or

RIGS, respectively. There are no outstanding ownership interests or other instruments convertible into or exchangeable for ownership interests of the Company or RIGS and no commitments to issue such ownership interests or instruments. There are no voting trusts, proxies or other agreements or understandings to which the Company or RIGS is bound with respect to the voting of any ownership interests or other interests of the Company or RIGS, respectively.

          (d) Regency HIG has good title to, holds of record, and owns beneficially the RIGS Interests free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws and Liens referenced in Section 7.2(c) .

     Section 3.5 Compliance with Law . Except as set forth on Schedule 3.5 , (a) each of Regency HIG, RIGS and the Company are in compliance in all material respects with all Laws of any Governmental Authority; (b) none of Regency HIG, RIGS or the Company has received written notice of any violation in any material respect of any such Law; (c) Regency HIG, RIGS and the Company are not in default or violation in any material respect of any order, writ, judgment, award, injunction or decree of any Governmental Authority; and (d) to the Knowledge of Regency HIG, none of Regency HIG, RIGS or the Company is under investigation by any Governmental Authority for potential non-compliance with any Law. Notwithstanding the foregoing, this Section 3.5 shall not apply to any matters relating to Tax matters as it is the Parties’ intent that Section 3.12 shall cover such matters exclusively.

     Section 3.6 Title to Properties and Assets . Except as set forth on Schedule 3.6(a)-1 , RIGS has good, valid and marketable fee simple title to all Owned Real Property, free and clear of Encumbrances. Except as set forth on Schedule 3.6(a)-2 , with respect to the Leased Real Property, such Leased Real Property is held under valid and subsisting and enforceable Real Property Leases, free and clear of Encumbrances. Except as set forth on Schedule 3.6(b)-1 or in the title insurance policies and surveys related to the Real Property that have been made available to the Investors, there are no agreements granting to any party or parties other than RIGS the right of use any of the Real Property other than such rights that do not materially interfere with the ownership or operation of the Assets. Except as set forth on Schedule 3.6(b)-2 , RIGS owns and has good and valid easement title to the Easements, in each case free and clear of Encumbrances. Except as set forth on Schedule 3.6(c) , RIGS is in possession of and has good title to, or has a valid leasehold interest under a Personal Property Lease to use, all Tangible Personal Property subject only to Permitted Liens. The map attached as Schedule 3.6(d)-1 depicts the entire existing pipeline system which is currently owned by RIGS (excluding any portion associated with the Haynesville Expansion Project). Regency HIG has made available to the Investors, complete and correct copies of (i) the instruments creating the rights in the Real Property ( i.e. , deeds, leases, easements) and (ii) the title insurance policies and surveys related to the Real Property, in each case to the extent such instruments are within possession and control of RIGS. Except as set forth on Schedule 3.6(d)-2 , with respect to any Real Property Leases, Easements or other applicable interest in Real Property, there are no existing material events of default, or events which with notice or lapse of time or both would constitute material events of default, on the part of the RIGS that would enable or permit the applicable counterparty to terminate the applicable interest in Real Property or to accelerate the obligations of RIGS thereunder; nor, to the Knowledge of Regency HIG, are there any material defaults on the part of any counterparty of such interest in Real Property ( i.e. , lessor, grantor, licensor). Except as set

forth on Schedule 3.6(e) , none of the rights of RIGS under any material Real Property Leases or Easements will be subject to termination or material modification, and no consent or approval of any party is required under any such Real Property Lease or any such Easement that will materially impair the ability of RIGS to operate the Business, as a result of the consummation of the transactions contemplated hereby. Except as set forth on Schedule 3.6(f) , the Assets (together with the Services (as defined in the Services Agreement) to be provided pursuant to the Services Agreement) constitute all rights and properties (including improvements, fixtures, equipment, utilities and rights of ingress and egress) necessary in all material respects to own, operate and maintain the Business (excluding any portion of the Business associated with the Haynesville Expansion Project) in a manner consistent with the ownership, operation and maintenance of the Business (excluding any portion of the Business associated with the Haynesville Expansion Project) by RIGS immediately prior to the Closing. As of the Execution Date, except for the Owned Real Property, Leased Real Property or Easements, RIGS does not own or have the right to use any material real property.

     Section 3.7 Financial Statements . Except as otherwise set forth on Schedule 3.7 :

          (a)  Schedule 3.7 contains an accurate copy of the pro forma balance sheet (the “ Pro Forma Balance Sheet ”) of RIGS as of December 31, 2008 (the “ Pro Forma Balance Sheet Date ”), reflecting adjustments for the material liabilities of RIGS that were recorded on the trial balance of RGS and certain other adjustments, and the pro forma income statement for the year ended December 31, 2008, which present fairly in accordance with GAAP the financial position of RIGS at such date and the results of operations of RIGS for such period, except, in each case, for (i) the absence of footnotes and (ii) the adjustments set forth on Schedule 3.7 .

          (b) RIGS has no obligations or liabilities that would be required to be reflected or reserved against in a balance sheet prepared in accordance with GAAP, except for: (i) liabilities set forth, reflected in, reserved against or disclosed in the Pro Forma Balance Sheet; (ii) liabilities incurred in the ordinary course of business or in connection with the Haynesville Expansion Project since the Pro Forma Balance Sheet Date (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law or that would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect other than liabilities relating to the Haynesville Expansion Contracts); (iii) liabilities under Contracts (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law); and (iv) such other liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          (c) Except as contemplated by this Agreement or disclosed in this Agreement or as set forth on Schedule 3.7 , and except in connection with the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget:

          (i) from the Pro Forma Balance Sheet Date through the Execution Date RIGS has conducted its business in all material respects in the ordinary course and consistent with past practice;

          (ii) from the Pro Forma Balance Sheet Date through the Closing Date there has not been (A) any change, circumstance or event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; (B) any damage, destruction or loss, whether or not covered by insurance that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (C) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the RIGS Interests; and

          (iii) from the Pro Forma Balance Sheet Date through the Closing Date RIGS has not (A) sold, transferred, conveyed, assigned or otherwise disposed of any of its material assets or properties other than in connection with the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget; (B) made any material loans, advances or capital contributions to, or investments in, any other Person; (C) terminated, modified, amended or otherwise altered or changed any of the terms or provisions of any Material Contract; (D) merged or consolidated with any other Person or acquired the interests in or business of any other Person or entered into any agreement with respect thereto; (E) made any change in its accounting methods, principles or practices, except as required by GAAP; or (F) made any capital expenditure other than under a Material Contract or a Haynesville Expansion Contract.

     Section 3.8 Environmental Matters .

          (a) Except as set forth on Schedule 3.8(a) or as covered by Section 3.21 :

          (i) RIGS and the Assets are in compliance in all material respects with Environmental Laws and have been in compliance in all material respects for the past 5 years;

          (ii) RIGS possesses, and is in compliance in all material respects with, all Environmental Permits required for the operation of the Assets as presently conducted and such Environmental Permits are in full force and effect;

          (iii) RIGS and the Assets are not subject to any pending nor, to the Knowledge of Regency HIG, threatened Environmental Claims, nor has MLP, RIGS or Regency HIG received any notice of violation, noncompliance, enforcement, investigation or remediation pertaining to RIGS or the Assets from any Governmental Authority pursuant to Environmental Laws;

          (iv) There has been no Release of Hazardous Substances by RIGS on or from the Assets or from or in connection with the operations of RIGS in material violation of any Environmental Laws or in a manner that could give rise to any Environmental Response obligations pursuant to Environmental Laws; and

          (v) RIGS has not assumed or retained by written contract, or by operation of law, any material liabilities of any third party Person to the extent arising under any Environmental Laws.

          (b) Regency HIG has provided or made available to the Investors complete and correct copies of all material environmental, healthy and safety, assessment and audit reports and studies in its possession addressing potentially material environmental liabilities or obligations relating to RIGS or the operation of the Assets.

     Section 3.9 Material Contracts .

          (a)  Schedule 3.9(a) sets forth a complete and correct list as of the Execution Date of the Contracts (other than the Transaction Documents) described below to which RIGS is a party (collectively, the “ Material Contracts ”):

          (i) each Contract for Borrowed Money Debt;

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

          (iii) each Contract involving a remaining commitment by RIGS to pay capital expenditures in excess of $1,000,000;

          (iv) each Contract for the lease or sublease of real property involving aggregate payments in excess of $250,000 in any calendar year;

          (v) each Contract for lease of personal property involving aggregate payments in excess of $250,000 in any calendar year;

          (vi) each natural gas transportation Contract that individually contains a minimum fixed daily quantity of gas that exceeds 30,000 MMBtu, all of which listed natural gas transportation Contracts represent in the aggregate in excess of 75% of the total revenue of RIGS for the year ending December 31, 2008;

          (vii) each Contract providing for any compensation payable to employees or consultants as a result of the consummation of the transaction contemplated by this Agreement;

          (viii) except for Contracts of the nature described in clauses (i) through (vii) above (without regard to any dollar threshold described in such clauses), each Contract involving aggregate payments by or to RIGS in excess of $250,000 in any future calendar year that cannot be terminated by RIGS on 60 days or less notice without premium or penalty;

          (ix) each Contract under which RIGS has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any indebtedness or obligations of any other Person, (B) granted a Lien on any of the Assets to secure any indebtedness or obligations of any other Person or (C) extended credit to any Person other than as accounts payable arising in the ordinary course of business;

          (x) consulting Contracts providing annual compensation in excess of $100,000 that cannot be terminated by RIGS on 60 days or less notice without premium or penalty;

          (xi) Contracts that purport to limit the freedom of RIGS to compete in any line of business or in any geographic area;

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

          (xiii) all Contracts between RIGS or the Company, on the one hand, and the MLP, any Affiliate of the MLP or of their respective officers, managers, directors, employees, or any of their respective Affiliates, on the other hand.

          (b) Regency HIG has provided or made available to the Investors complete and correct copies of all the Material Contracts. Except as set forth on Schedule 3.9(b) , each Material Contract is a legal, valid and binding obligation of RIGS and, to the Knowledge of Regency HIG, of each other party thereto in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally or by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Schedule 3.9(b) , neither RIGS nor, to the Knowledge of Regency HIG, any other party to any Material Contract, is (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder, nor has any Regency Entity or RIGS received written notice that it is in material breach or default thereunder. Except as set forth on Schedule 3.9(b) , no Regency Entity or RIGS has received a notice exercising a right to terminate a Material Contract.

     Section 3.10 Legal Proceedings . Except as set forth on Schedule 3.10 , there are no Proceedings pending or, to the Knowledge of Regency HIG, threatened, against RIGS, the Company or the Assets, and there are no orders or unsatisfied judgments from any Governmental Authority binding on RIGS or the Company. There are no Proceedings pending or, to the Knowledge of Regency HIG, threatened against Regency HIG, RIGS or the Company that would reasonably be expected to have a Material Adverse Effect.

     Section 3.11 Permits . Except as set forth on Schedule 3.11 , RIGS has all material permits, approvals, consents, licenses, franchises, exemptions and other governmental authorizations, consents and approvals (collectively, “ Permits ”) necessary to use, own and operate the Assets as presently used, owned and operated, except for any such Permits that are or will be required for the Haynesville Expansion Project. Except as set forth on Schedule 3.11 , RIGS is and has been in compliance in all material respects with all such Permits.

     Section 3.12 Taxes . All Tax Returns required to be filed with respect to RIGS and the ownership or operation of the Assets have been properly and timely filed and all such Tax Returns are complete and correct in all material respects; all Taxes due relating to RIGS and the ownership or operation of the Assets have been properly and timely paid in full (whether or not shown to be due on such Tax Returns). No Tax audits, inquiries or other investigations or

proceedings are being conducted with respect to RIGS or its Assets, and no notice of any such event has been received. There are no Liens with respect to Taxes on the RIGS Interests or Assets. RIGS has not received any written notice of deficiency or assessment from any Governmental Authority with respect to liabilities for Taxes of RIGS or arising with respect to the ownership or operation of the Assets, which have not been paid in full . All Taxes required to be withheld, collected or deposited by or with respect to RIGS or in connection with the ownership or operation of the Assets have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been timely paid or remitted to the relevant Governmental Authority. There are no outstanding agreements or waivers extending the applicable statutory periods of limitation for Taxes of RIGS or arising with respect to the ownership or operation of the Assets for any period. Since the date of its formation, RIGS has been treated as a partnership or disregarded entity for U.S. federal tax purposes and no election has been made to treat RIGS as a corporation for any federal, state or local income tax purposes. There are no Tax indemnity agreements, Tax sharing agreements, or other similar arrangements with respect to or involving RIGS or any of the Assets. RIGS has not participated in any transaction that is or is substantially similar to a “listed transaction” under Section 6011 of the Code and the Treasury regulations thereunder, or any other transaction requiring disclosure under Treasury Regulation Section 1.6011-4. Notwithstanding any other provisions of this Agreement to the contrary, this Section 3.12 contains the sole and exclusive representations and warranties of Regency HIG with respect to Tax matters and such representations and warranties shall be qualified by all statements set forth on Schedule 3.12 .

     Section 3.13 Employees .

          (a) Neither RIGS nor the Company has, or, to the Knowledge of Regency HIG, previously had any employees and no Affiliate of RIGS or the Company is a party to a collective bargaining agreement with employees of RIGS or the Company.

          (b) Neither RIGS nor the Company sponsors, maintains, has liability under or has an obligation to contribute to any “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA), or any stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan or any other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (all such plans, agreements, programs, policies and arrangements, collectively, the “ Benefit Plans ”). None of RIGS, the Company or any of their ERISA Affiliates, has any liability under Section 412 of the Code or Title IV of ERISA.

     Section 3.14 Brokers’ Fee . No broker, finder, investment banker or other Person or similar intermediary has acted for or on behalf of, or is entitled to any brokerage fee, finders’ fee or similar fee or other commission from RIGS or the Company, in connection with this Agreement or the Transactions for which either RIGS or the Company is liable.

     Section 3.15 Insurance . Schedule 3.15 contains a complete and correct list of all liability, property, fire, casualty, product liability, workers’ compensation and other insurance policies, if any, that are in full force and effect as of the Execution Date that insure or relate to

the Assets or RIGS (the “ Policies ”). Except as set forth on Schedule 3.15 , no Regency Entity or RIGS, with respect to the Assets or RIGS, has received any notice from the insurer under any Policies disclaiming coverage, reserving rights with respect to a particular claim or such Policy in general or canceling or materially amending any such Policy. Except as set forth on Schedule 3.15 , there is no claim, suit or other matter currently pending in respect of which any Regency Entity or RIGS has received such a notice. All premiums due and payable for such Policies have been duly paid, and such Policies or extensions or renewals thereof in the amounts described will be outstanding and duly in full force without interruption until the Closing Date.

     Section 3.16 Intellectual Property . Schedule 3.16 sets forth a complete and correct list of all material registered Intellectual Property owned by RIGS that is used by RIGS in connection with the Business. Except as set forth on Schedule 3.16 , (a) upon Closing RIGS or the Company will own or have the right to use pursuant to license, sublicense, agreement (including the Services Agreement) or otherwise all material items of Intellectual Property required in the operation of the Business as presently conducted or as contemplated to be conducted in connection with the Haynesville Expansion Project; (b) no third party has asserted in writing delivered to RIGS or the Company an unresolved claim that RIGS is infringing on the Intellectual Property of such third party; and (c) to the Knowledge of Regency HIG, no third party is infringing on the Intellectual Property owned by RIGS.

     Section 3.17 Regulatory Status . Except as set forth on Schedule 3.17 , RIGS (i) has all necessary approvals from FERC to provide service to customers pursuant to Section 311 of the Natural Gas Policy Act of 1978, as amended, (ii) has made all required FERC filings necessary to offer such service and (iii) is not and Regency HIG has not been in violation in any material respect of any of FERC’s rules, regulations or orders.

     Section 3.18 Confidentiality . Schedule 3.18 sets forth a complete and correct list of all Material Contracts, the disclosure of which or the material terms of which cannot be disclosed to any Investor as a result of confidentiality or other obligations that have not been waived.

     Section 3.19 Books and Records . The books and records, accounts and ledgers of each member of RIGS are complete and correct in all material respects and have been maintained in accordance with good business and bookkeeping practices in all material respects. The minute books and other similar records of RIGS are complete and correct in all material respects and accurately and adequately reflect in all material respects all resolutions duly adopted at any meeting (or pursuant to any action by written consent) of the stockholders, members, partners, managers, board of directors and committees of the board of directors, of RIGS.

     Section 3.20 Solvency . There are no bankruptcy, insolvency, reorganization, receivership or arrangement proceedings pending with respect to, being contemplated by or, to the Knowledge of Regency HIG, threatened against any Regency Entity or RIGS.

     Section 3.21 Haynesville Expansion . Except as otherwise set forth on Schedule 3.21 :

          (a) Part A of Schedule 3.21 sets forth a complete and correct list of all Environmental Permits held by RIGS in connection with the construction, ownership and operation of the Haynesville Expansion Project as contemplated on the Execution Date. Part B

of Schedule 3.21 sets forth the Environmental Permits not yet held by RIGS, but that are required to be obtained in connection with the construction, ownership and operation of the Haynesville Expansion Project as contemplated on the Execution Date. Any such Environmental Permits that are required to enable RIGS to construct, own and operate the Haynesville Expansion Project that are not obtained by the Closing Date can be obtained in the ordinary course without material delay, condition or expense, other than as set forth in the Haynesville Expansion Budget or the Initial Operating Budget.

          (b) RIGS and the Assets comprising the Haynesville Expansion Project are in compliance in all material respects with Environmental Laws.

          (c) Part C of Schedule 3.21 sets forth a complete and correct list of all material Permits (other than Environmental Permits) held by RIGS in connection with the construction, ownership and operation of the Haynesville Expansion Project as contemplated on the Execution Date. Part D of Schedule 3.21 sets forth the material Permits (other than Environmental Permits) not yet held by RIGS, but that are required to be obtained in connection with the construction, ownership and operation of the Haynesville Expansion Project as contemplated on the Execution Date. Any such material Permits that are required to enable RIGS to construct, own and operate the Haynesville Expansion Project that have not been obtained by the Execution Date, can be obtained in the ordinary course without material delay, condition or expense, other than as set forth in the Haynesville Expansion Budget or the Initial Operating Budget.

          (d) RIGS has obtained Contracts to acquire substantially all of the pipe necessary to complete the Haynesville Expansion Project in accordance with the Haynesville Expansion Budget. Except as set forth on Schedule 3.6(b)-2 , RIGS owns and has good and valid easement title to the easements and/or rights-of-way, in each case free and clear of Encumbrances, that comprise not less than approximately 35% of the total length of the pipeline contemplated by the Haynesville Expansion Project in the locations shown on the map attached as Schedule 3.21(d) . Such real property interests grant to RIGS the right to construct, operate and maintain the pipeline contemplated on the Execution Date by the Haynesville Expansion Project in, over, under and across the property covered by such real property interests, except as would not (i) materially impair or delay the development and construction of the pipeline as contemplated on the Execution Date as a whole or any individual material segment thereof or (ii) materially increase the cost to develop, construct, operate or maintain the pipeline as contemplated on the Execution Date in excess of the costs thereof set forth in the Haynesville Expansion Budget or the Initial Operating Budget. To the Knowledge of Regency HIG, there are no impediments to obtaining the real property interests not currently held by RIGS that are necessary to complete the Haynesville Expansion Project in the ordinary course without material delay, condition or expense, other than as set forth in the Haynesville Expansion Budget or the Initial Operating Budget.

          (e) RIGS has Expropriation Rights.

          (f) Part E of Schedule 3.21 sets forth a complete and correct list of (i) all material Contracts required to construct and complete the Haynesville Expansion Project that are in existence on the Execution Date (collectively, the “ Existing Haynesville Expansion

Contracts ”) and (ii) all material Contracts that, to the Knowledge of Regency HIG, are required to construct and complete the Haynesville Expansion Project that are not in existence on the Execution Date, including the Firm Transportation Contracts, (all of which, together with the Existing Haynesville Expansion Contracts, are collectively referred to as the “ Haynesville Expansion Contracts ”). Except as set forth on Part F of Schedule 3.21 , any Haynesville Expansion Contract that is required to enable RIGS to construct and complete the Haynesville Expansion Project that is not obtained by the Execution Date can be obtained in the ordinary course without material delay, condition or expense, other than as set forth in the Haynesville Expansion Budget. Regency HIG has provided or made available to the Investors complete and correct copies of all Existing Haynesville Expansion Contracts. Except as set forth on Part G of Schedule 3.21 , each Existing Haynesville Expansion Contract is a legal, valid and binding obligation of RIGS, and, to the Knowledge of Regency HIG, of each other party thereto in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally or by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth on Part G of Schedule 3.21 , neither RIGS nor, to the Knowledge of Regency HIG, any other party to any Existing Haynesville Expansion Contract, is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, nor has any Regency Entity received written notice that Regency HIG is in breach or default thereunder. Except as set forth on Part G of Schedule 3.21 , no Regency Entity has received a notice exercising a right to terminate an Existing Haynesville Expansion Contract.

          (g) To the Knowledge of Regency HIG, there is no public or political opposition to the Haynesville Expansion Project that would reasonably be expected to result in a material delay, condition or expense not otherwise contemplated in the Haynesville Expansion Budget or the Initial Operating Budget in the completion of the Haynesville Expansion Project.

          (h) The construction, commissioning and tie-in of the Haynesville Expansion Project shall not cause RIGS to curtail firm service to those shippers that (i) are served pursuant to Section 311 of the Natural Gas Policy Act of 1978, as amended, and (ii) receive services from RIGS prior to completion of the Haynesville Expansion Project.

     Section 3.22 HSR . Neither Regency HIG nor any of its Affiliates is required to make any filing under the HSR Act in connection with the Transactions.

     Section 3.23 Internal Controls . RIGS, or Affiliates of RIGS acting on its behalf, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the accounting records for assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

     Each Investor hereby severally represents and warrants to Regency HIG and the other Investor as follows:

     Section 4.1 Organization; Existence and Good Standing . The Investor is a corporation, limited liability company or limited partnership duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized and has all requisite power and authority to own, lease and operate the properties and assets it currently owns, leases and operates and to carry on its business as such business is currently conducted. The Investor has delivered or made available complete and correct copies of its Organizational Documents to Regency HIG.

     Section 4.2 Authority; Enforceability .

          (a) The Investor has the full corporate, limited liability company or partnership power and authority to execute and deliver the Transaction Documents to which it is, or will be as of the Closing, a party, and to consummate the Transactions. The execution and delivery by the Investor of the Transaction Documents to which it is, or will be as of the Closing, a party, and the consummation by such Investor of the Transactions, have been duly and validly authorized by such Investor and no other corporate, limited liability company or partnership proceedings on the part of such Investor is necessary to authorize the Transaction Documents or to consummate the Transactions.

          (b) Each of the Transaction Documents to which the Investor is, or will be as of the Closing, a party has been (or will be, in the case of Transaction Documents to be delivered at the Closing) duly executed and delivered by such Investor and, assuming the due authorization, execution and delivery by the other parties thereto, each Transaction Document to which such Investor is, or will be as of the Closing, a party constitutes (or will constitute, in the case of Transaction Documents to be delivered at Closing) the valid and binding agreement of such Investor, and is (or will be, in the case of Transaction Documents to be delivered at the Closing) enforceable against such Investor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     Section 4.3 No Violation; Consents and Approvals .

          (a) The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by such Investor of the Transactions do not and will not as of the Closing after giving effect to the Closing and the consummation of the Transactions (i) conflict with or violate any Organizational Document of such Investor; (ii) constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such

Investor is a party or by which any of its assets is bound, except to the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations under the Transaction Documents; or (iii) violate or breach any Law applicable to such Investor.

          (b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the consummation by such Investor of the Transactions contemplated by the Transaction Documents, other than such declarations, filings, registrations, notices, authorization, consents or approvals that will have been obtained or made prior to the Closing.

     Section 4.4 Brokers’ Fee . No broker, finder or similar intermediary has acted for or on behalf of, or is entitled to any broker, finder or similar fee or other commission from the Investor or any of its Affiliates, in connection with this Agreement or the Transactions for which RIGS or any Regency Entity is liable.

     Section 4.5 Financial Ability . With respect to each Alinda Investor, such Investor or the Alinda Investor I Parent or Alinda Investor II Parent, as applicable, have, and shall have at all times prior to the Closing, access to funds sufficient to fund the consummation of the Transactions (including such Investor’s obligations pursuant to Section 2.2(a) ) and satisfy all other costs and expenses arising in connection with this Agreement. With respect to the GE Investor, such Investor has, and shall have at all times prior to the Closing, access to funds sufficient to fund the consummation of the Transactions (including such Investor’s obligations pursuant to Section 2.2(a) ) and satisfy all other costs and expenses arising in connection with this Agreement.

     Section 4.6 HSR . No Investor is required to make any filing under the HSR Act in connection with the Transactions.

ARTICLE 5
INDEMNIFICATION

     Section 5.1 Survival .

          (a) The liability of Regency HIG for the representations and warranties of Regency HIG contained in Article 3 and the certification of any officer of Regency HIG delivered in connection with the Closing pursuant to Section 2.4(b)(viii) (the “ Regency HIG Closing Certificate ”) shall survive the Closing until the date that is 18 months after the Closing Date, with the exception that the representations and warranties in:

          (i) Section 3.12 and the certification in the Regency HIG Closing Certificate with respect thereto shall survive the Closing until 60 days after the expiration of the applicable statute of limitations; and

          (ii) Section 3.1 , Section 3.2 , Section 3.3(a)(i) , Section 3.4 , Section 3.14, Section 3.22 and the Third Party Obligation Representations (collectively, the “ Regency Fundamental Representations ”) shall survive the Closing indefinitely. The representations and warranties of the Investors contained in Article 4 and the certification

of any officer of an Investor delivered in connection with the Closing pursuant to Section 2.4(a)(iv) (the “ Investor Closing Certificate ”) shall survive the Closing indefinitely.

          (b) All covenants and agreements contained in this Agreement that are to be performed at or prior to the Closing shall survive the Closing until the date that is 18 months after the Closing Date. All covenants and agreements contained in this Agreement that are to be performed after the Closing shall survive in accordance with their terms.

          (c) The period of time a representation, warranty, covenant, agreement or certification survives the Closing pursuant to this Section 5.1 shall be the “ Survival Period ” with respect to such representation, warranty, covenant, agreement or certification. NO PARTY SHALL BE ENTITLED TO ANY RECOVERY FOR INDEMNIFICATION CLAIMS MADE UNDER THIS ARTICLE 5 WITH RESPECT TO ANY SUCH REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CERTIFICATION UNLESS A NOTICE OF SUCH CLAIM IS PROVIDED BY THE CLAIMING PARTY TO SUCH OTHER PARTY PRIOR TO THE EXPIRATION OF THE APPLICABLE SURVIVAL PERIOD FOR SUCH REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CERTIFICATION.

     Section 5.2 Indemnification by Regency HIG . Notwithstanding any investigation by or on behalf of any Investor, subject to the terms of Section 5.9 and all other provisions of this Article 5 , from and after the Closing, Regency HIG shall indemnify, defend and hold harmless the GE Investor, its officers, directors, successors and permitted assigns and its and their respective Affiliates (collectively, the “ GE Covered Persons ”), Alinda Investor 1, its officers, directors, successors and permitted assigns and its and their respective Affiliates (collectively, the “ Alinda 1 Covered Persons ”) and Alinda Investor 2, its officers, directors, successors and permitted assigns and its and their respective Affiliates (collectively, the “ Alinda 2 Covered Persons ” and together with the Alinda 1 Covered Persons, the “ Alinda Covered Persons ”; and the Alinda Covered Persons together with the GE Covered Persons, the “ Investor Covered Persons ”), to the fullest extent permitted by Law, from and against any Losses incurred by such Investor Covered Person, arising out of or relating to (a) any breach of any of the representations or warranties (in each case, when made) of Regency HIG contained in Article 3 or the certifications in the Regency HIG Closing Certificate with respect thereto; (b) any breach of any of the covenants or agreements of Regency HIG contained in this Agreement; or (c) the Indemnified Subject Litigation.

     Section 5.3 Indemnification by the Investors . Notwithstanding any investigation by or on behalf of Regency HIG, subject to the terms of this Article 5 , from and after the Closing, each Investor shall severally indemnify and hold harmless Regency HIG, its officers, directors, successors and permitted assigns and its and their respective Affiliates (collectively, the “ Regency HIG Covered Persons ”) and the other Investor Covered Persons, to the fullest extent permitted by Law, from and against any Losses incurred by such Regency HIG Covered Person or other Investor Covered Person, as applicable, arising out of or relating to (a) any breach of any of the representations or warranties (in each case, when made) of such Investor contained in Article 4 or the certifications in the Investor Closing Certificate and (b) any breach of any of the covenants of such Investor contained in this Agreement.

     Section 5.4 Indemnification by the Company . Subject to the terms of this Article 5 , from and after the Closing, the Company shall indemnify and hold harmless the Regency HIG Covered Persons and the Investor Covered Persons (collectively, the “ Covered Persons ”), to the fullest extent permitted by Law, from and against any Losses incurred by such Covered Person, arising out of or relating to any breach of any of the covenants of the Company contained in this Agreement.

     Section 5.5 Haynesville Cost Overruns . Regency HIG shall contribute to the Company an amount equal to the Cost Overruns. Regency HIG shall not be issued any GP Units in respect of contributions under this Section 5.5 . All contributions required to be made by Regency HIG under this Sectio