AMENDMENT NO. 7 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LP

This Amendment No. 7 (this “ Amendment ”) to the Amended and Restated Agreement of Limited Partnership (as amended, the “ Partnership Agreement ”) of Regency Energy Partners LP (the “ Partnership ”) is hereby adopted effective as of September 2, 2009, by Regency GP LP, a Delaware limited partnership (the “ General Partner ”), as general partner of the Partnership.  Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

A.   Section 5.6 of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partners, may issue additional Partnership Securities, or classes or series thereof, for any Partnership purpose at any time and from time to time, and may issue such Partnership Securities for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion.

B.   Section 13.1(g) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement necessary or advisable in connection with the authorization or issuance of any class or series of Partnership Securities pursuant to Section 5.6 of the Partnership Agreement.

C.   The General Partner deems it in the best interest of the Partnership to effect this Amendment in order to provide for the issuance of Series A Cumulative Convertible Preferred Units to certain persons pursuant to that certain Series A Cumulative Convertible Preferred Unit Purchase Agreement, dated as of September 2, 2009 by and among the Partnership and the purchasers set forth on Schedule A thereto.

NOW, THEREFORE , the Partnership Agreement is hereby amended as follows:

Section 1.   Section 1. Amendment .

(a)   Section 1.1 is hereby amended to add or amend and restate the following definitions in the appropriate alphabetical order:

(i)   “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.  The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

(ii)   “ Cash Event ” is defined in Section 5.14(b)(viii)(I)(b).

(iii)   “ Cash Event Change of Control Offer ” is defined in Section 5.14(b)(viii)(I)(c).

(iv)   “ Change of Control ” means the occurrence of any of the following:

(A)   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or business combination), in one or a series of related transactions, of all or substantially all of the properties or assets of the Partnership and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), which occurrence is followed by a Ratings Decline within ninety (90) days;

(B)   the adoption of a plan relating to the liquidation or dissolution of the Partnership or the removal of the General Partner by the Limited Partners of the Partnership;

(C)   the consummation of any transaction (including, without limitation, any merger, consolidation or business combination), the result of which is that any Person, other than the Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner or of the Common Units of the Partnership, measured by voting power rather than number of shares, which occurrence is followed by a Ratings Decline within ninety (90) days;

(D)    the first day on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors, which occurrence is followed by a Ratings Decline within ninety (90) days;

(E)   notwithstanding anything provided in clauses (A) through (D) above, (i) any direct or indirect sale, conveyance, assignment, transfer, merger,  consolidation or business combination that would result in the Qualified Owner Beneficially Owning, directly or indirectly, less than fifty percent (50%) of the Voting Stock of the General Partner, or (ii) any assignment or transfer of all or substantially all of the assets of the General Partner, in either case to, with or involving a buyer that does not have a rating of BBB- (or the equivalent) or better by S&P; or

(F)   consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with respect to the Partnership.

(v)   “Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of the General Partner who (A) was a member of such Board of Directors on the Series A Issuance Date or (B) was nominated for election or elected to such Board of Directors with the approval of either (x) a majority of the Continuing Directors who were members of such Board at the time of such nomination or election, or (y) any “person” or “group” (as those terms are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) who owns all the General Partner Interests or a majority of the equity interests of the General Partner.

(vi)   “ Conversion Ratio ” is defined in Section 5.14(b)(viii)(A).

(vii)   “ Convertible Securities ” is defined in Section 5.14(b)(viii)(G).

(viii)   “ Covenant Default ” is defined in Section 5.14(b)(ii)(C).

(ix)   “ Covenant Default Additional Amount ” is defined in Section 5.14(b)(ii)(C).

(x)   “ DWAC ” is defined in Section 5.14(b)(viii)(F).

(xi)   “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(xii)   “ Exchange Floor ” is defined in Section 5.14(b)(viii)(B).

(xiii)   “ Follow-On Price ” is defined in Section 5.14(b)(viii)(H).

(xiv)   “ Follow-On Units ” is defined in Section 5.14(b)(viii)(H).

(xv)   “ Indenture ” means that certain Indenture, dated as of May 20, 2009, among the Partnership, Regency Energy Finance Corp., the Guarantors (as defined therein) and Wells Fargo Bank, National Association.

(xvi)   “ Investment Grade Rating ” means a rating as to the Partnership’s 9 3/8% Senior Notes due 2016 equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.

(xvii)   “ Issue Price ” means the price at which a Unit is purchased from the Partnership, after taking into account any sales commission or underwriting discount charged to the Partnership and after taking into account any other form of discount with respect to the price at which a Unit is purchased from the Partnership; provided, however , that in the case of the Series A Preferred Units, the Issue Price shall be $18.30 per Unit.

(xviii)   “ Junior Securities ” means any class or series of Partnership Securities that, with respect to distributions on such Partnership Securities and distributions upon liquidation of the Partnership, ranks junior to the Series A Preferred Units, including but not limited to Common Units and Incentive Distribution Rights and any other class or series of Partnership Securities issued by the Partnership or any Subsidiary of the Partnership on or after the date of the Purchase Agreement, but excluding any Parity Securities and Senior Securities issued (A) to Purchaser or its authorized assignees under the Purchase Agreement or (B) with the approval of the holders of a majority of the Series A Preferred Units.

(xix)   “ Moody’s ” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

(xx)   “ Parity Securities ” means any class or series of Partnership Securities that, with respect to distributions on such Partnership Securities or distributions upon liquidation of the Partnership, ranks pari passu with the Series A Preferred Units.

(xxi)   “ Partnership Event ” is defined in Section 5.14(b)(viii)(I).

(xxii)   “ Partnership Security ” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including, without limitation, Common Units, Incentive Distribution Rights and Series A Preferred Units.

(xxiii)   “ PIK Distribution Additional Amount ” is defined in Section 5.14(b)(ii)(B).

(xxiv)   “ Post-Option Date Conversion Notice ” is defined in Section 5.14(b)(viii)(B).

(xxv)   “ Post-Option Date Conversion Notice End Date ” is defined in Section 5.14(b)(viii)(B).

(xxvi)   “ Pre-Option Date Conversion Notice ” is defined in Section 5.14(b)(viii)(A).

(xxvii)   “ Pre-Option Date Conversion Notice End Date ” is defined in Section 5.14(b)(viii)(A).

(xxviii)   “ Purchase Agreement ” means that certain Series A Cumulative Convertible Preferred Unit Purchase Agreement, dated as of September 2, 2009 by and among the Partnership and the Purchasers.

(xxix)   “ Purchasers ” means   the purchasers set forth on Schedule A to the Purchase Agreement.

(xxx)   “ Qualified Owner ” means General Electric Company and its Affiliates that are organized by such Person (or any Person controlling such Person) primarily for making, or otherwise having as their primary activity holding or exercising control over, equity or debt investments in Regency GP LLC or other portfolio companies.

(xxxi)   “ Ratings Categories ” means:

(A)     with respect to S&P, any of the following categories:  AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and

(B)   with respect to Moody’s, any of the following categories:  Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).

(xxxii)   “ Ratings Decline ”   means a decrease in the rating as to the Partnership’s 9 3/8% Senior Notes due 2016 or, if the Partnership’s 9 3/8% Senior Notes due 2016 are no longer outstanding, as to the Partnership by either Moody’s or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories).  In determining whether the rating of the Partnership has decreased by one or more gradations, gradations within Ratings Categories, namely + or - for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a ratings decline either from BB+ to BB or BB to BB- will constitute a decrease of one gradation.

(xxxiii)   “ Restricted Ownership Percentage ” is defined in Section 5.14(b)(viii)(O).

(xxxiv)   “ S&P ” means Standards & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

(xxxv)   “ Senior Securities ” means any class or series of Partnership Securities that, with respect to distributions on such Partnership Securities or distributions upon liquidation of the Partnership, ranks   senior to the Series A Preferred Units.

(xxxvi)   “ Series A Cash Event Payment ” is defined in Section 5.14(b)(viii)(I)(c).

(xxxvii)   “ Series A Cash Event Payment Date ” is defined in Section 5.14(b)(viii)(I)(c)(ii).

(xxxviii)   “ Series A Change of Control Offer ” is defined in Section 5.14(b)(x)(A).

(xxxix)   “ Series A Change of Control Payment ” is defined in Section 5.14(b)(x)(A).

(xl)   “ Series A Change of Control Payment Date ” is defined in Section 5.14(b)(x)(A)(b).

(xli)   “ Series A Conversion Commencement Date ” means March   2, 2010, the date that is six (6) months following the Series A Issuance Date.

(xlii)   “ Series A Conversion Date ” is defined in Section 5.14(b)(viii)(F).

(xliii)   “ Series A Conversion Notice ” is defined in Section 5.14(b)(viii)(C).

(xliv)   “ Series A Conversion Notice Date ” is defined in Section 5.14(b)(viii)(C).

(xlv)   “ Series A Conversion Price ” means an amount equal to $18.30 per Series A Preferred Unit, subject to adjustment as set forth in Section 5.14(b)(viii)(G), Section 5.14(b)(viii)(H) and Section 5.14(b)(viii)(I).

(xlvi)   “ Series A Cumulative Convertible Preferred Units ” is defined in Section 5.14(a).

(xlvii)   “ Series A Distribution Commencement Date ” means September 2, 2009.

(xlviii)   “ Series A Distribution Payment Date ” is defined in Section 5.14(b)(ii)(A).

(xlix)   “ Series A Distribution Rate ” means a fixed rate of $0.445 per Series A Preferred Unit per Quarter, subject to adjustment in accordance with Section 5.14(b)(ii)(B) and Section 5.14(b)(ii)(C), which shall be payable Quarterly on all Outstanding Series A Preferred Units.

(l)   “ Series A Excess Amount ” is defined in Section 5.14(b)(viii)(O).

(li)   “ Series A Exchange Cap ” is defined in Section 5.14(b)(viii)(P).

(lii)   “ Series A Face Amount ” means $18.30 per Series A Preferred Unit plus all accrued and accumulated but unpaid distributions plus all accrued but unpaid interest thereon per Series A Preferred Unit.

(liii)   “ Series A Forced Conversion Notice ” is defined in Section 5.14(b)(viii)(E).

(liv)   “ Series A Forced Conversion Notice Date ” is defined in Section 5.14(b)(viii)(E).

(lv)   “ Series A Issuance Date ” means September 2, 2009.

(lvi)   “ Series A Liquidation Value ” means, with respect to a Series A Preferred Unit, an amount equal to the sum of (i) the Issue Price of such Series A Preferred Unit, plus (ii) all accrued and accumulated but unpaid distributions on such Series A Preferred Unit.

(lvii)   “ Series A Mandatory Redemption Date ” means September 2, 2029, the date that is the twentieth (20 th ) anniversary of the Series A Issuance Date.

(lviii)    “ Series A Partnership Conversion Option Date ” means September 2, 2014, the date that is the fifth (5 th ) anniversary of the Series A Issuance Date.

(lix)   “ Series A Preferred Units ” means the series of Units designated as Series A Cumulative Convertible Preferred Units pursuant to Section 5.14.

(lx)   “ Series A Redemption Notice ” is defined in Section 5.14(b)(ix)(B).

(lxi)   “ Series A Voting Units ” means Series A Preferred Units excluding all Series A Preferred Units Beneficially Owned, directly or indirectly, by any Affiliate of the Partnership.

(lxii)   “ Survivor Common Equity ” is defined in Section 5.14(b)(viii)(I)(b).

(lxiii)   “ Survivor Preferred Security ” is defined in Section 5.14(b)(viii)(I)(a).

(lxiv)   “ Tax Cost ” means the quotient obtained by dividing (A) the product of (x) sixty percent (60%) of the excess of (I) the highest marginal effective rate of federal, state and local income tax applicable to ordinary income of an individual resident in New York City, New York for the taxable year in which the conversion occurs over (II) the highest marginal effective rate of federal, state and local income tax applicable to long-term capital gain of an individual resident in New York City, New York for the taxable year in which the conversion occurs and (y) any corrective allocation (within the meaning of Proposed Treasury Regulation Section 1.704-1(b)(4)(x)) made to a Unitholder (or any other taxable capital shift to a Unitholder) as a result of a conversion of such Unitholder's Series A Preferred Units pursuant to Section 5.14(b)(viii)(D), by (B) one (1.00) minus the highest marginal effective rate of federal, state and local income tax applicable to ordinary income of an individual resident in New York City, New York for the taxable year in which the conversion occurs.

(lxv)   “ Unit ” means a Partnership Security that is designated as a “ Unit ” and shall include Common Units and Series A Preferred Units, but shall not include (i) General Partner Units (or the General Partner Interest represented thereby) or (ii) Incentive Distribution Rights.

(lxvi)   “ Voting Stock ” of any Person as of any date means the equity interests of such Person pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such Person (regardless of whether, at the time, equity interests of any other class or classes shall have, or might have, voting power by reason of the occurrence of any contingency) or, with respect to a partnership (whether general or limited), any general partner interest in such partnership.

(lxvii)   “ VWAP Price ” means, as of any date, the volume-weighted average trading price of the Common Units on the National Securities Exchange on which the Common Units are listed or admitted to trading, calculated over the trailing 20-Trading Day period.

(b)   The last sentence of Section 4.8(c) of the Partnership Agreement is hereby amended and restated to read in its entirety:

The transfer of a Series A Preferred Unit shall be subject to the restrictions imposed by Section 5.14(b)(xvii), and the transfer of a Series A Preferred Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.7(f).

(c)   The first sentence of Section 5.5(a) of the Partnership Agreement is hereby amended and restated to read in its entirety:

The Partnership shall maintain for each Partner (or a Beneficial Owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv) and Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s).

(d)   Section 5.5(a) of the Partnership Agreement is hereby amended to add the following at the end of such section:

The initial Capital Account balance in respect of each Series A Preferred Unit issued on the Series A Issuance Date shall be the Issue Price for such Series A Preferred Unit, and the initial Capital Account balance of each holder of Series A Preferred Units in respect of all Series A Preferred Units issued on the Series A Issuance Date shall be the product of such initial balance for a Series A Preferred Unit multiplied by the number of Series A Preferred Units held thereby.  The Capital Account balance of each holder of Series A Preferred Units in respect of its Series A Preferred Units shall not be increased or decreased as a result of the accrual and accumulation of an unpaid distribution pursuant to Section 5.14(b)(ii)(A) or Section 5.14(b)(ii)(B) in respect of such Series A Preferred Units except as otherwise provided in this Agreement.  Any distribution of a Common Unit received by a Unitholder in respect of a Series A Preferred Unit pursuant to Section 5.14(b)(ii) shall be treated as if such Unitholder first received a guaranteed payment in cash equal to the Per Unit Capital Amount for a Common Unit and then purchased a Common Unit from the Partnership for such amount of cash.

The Partnership agrees to follow the proposed noncompensatory option regulations under Proposed Treasury Regulation Sections 1.704-1, 1.721-2 and 1.761-3 at all times, including when the assets of the Partnership are revalued or any Series A Preferred Units are converted.

(e)   Section 5.5(d)(i) of the Partnership Agreement is hereby amended and restated to read in its entirety:

In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services, the conversion of the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(b), or the conversion of a Series A Preferred Unit, the Capital Account of all Partners and the Carrying Value of each Partnership property immediately prior to such issuance, or immediately after such conversion, shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance or on the date of such conversion.  Any such Unrealized Gain or Unrealized Loss (or items thereof) shall first be allocated to the Partners holding converted Series A Preferred Units until the Capital Account of each converted Series A Preferred Unit is equal to the Per Unit Capital Amount for a then Outstanding Common Unit (other than a converted Series A Preferred Unit) if the operation of this sentence is triggered by the conversion of a Series A Preferred Unit, and regardless of whether the operation of this sentence is triggered by the conversion of a Series A Preferred Unit any remaining Unrealized Gain or Unrealized Loss shall be allocated among the Partners pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated.  If the Unrealized Gain or Unrealized Loss allocated as a result of the conversion of a Series A Preferred Unit is not sufficient to cause the Capital Account of each converted Series A Preferred Unit to equal the Per Unit Capital Amount for a then Outstanding Common Unit (other than a converted Series A Preferred Unit), then Capital Account balances shall be reallocated between the Partners holding converted Series A Preferred Units and the Partners holding Common Units (other than converted Series A Preferred Units) so as to cause the Capital Account of each converted Series A Preferred Unit to equal the Per Unit Capital Amount for a then Outstanding Common Unit (other than a converted Series A Preferred Unit), in accordance with Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3).  In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests, or immediately after the conversion, shall be determined by the General Partner using such method of valuation as it may adopt; provided, however , that the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time, and must reduce the fair market value of all Partnership assets by the excess, if any, of the fair market value of any Outstanding Series A Preferred Units that have not yet been converted over the aggregate Issue Price of such Series A Preferred Units to the extent of any Unrealized Gain that has not been reflected in the Partners’ Capital Accounts previously, pursuant to Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2). The General Partner shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines) to arrive at a fair market value for individual properties.

(f)   Section 5.6(a) of the Partnership Agreement is hereby amended and restated to read in its entirety:

The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners, subject to Section 5.14(b)(v).

(g)   Article V is hereby amended to add a new Section 5.14 creating a new series of Units to read in its entirety:

Section 5.14                       Establishment of Series A Preferred Units .

(a)   General .  The General Partner hereby designates and creates a series of Units to be designated as “ Series A Cumulative Convertible Preferred Units ” and consisting of a total of 4,372,000 Series A Preferred Units, having the same rights and preferences, and subject to the same duties and obligations as the Common Units, except as set forth in this Section 5.14.  The class of Series A Cumulative Convertible Preferred Units shall be closed immediately following the Series A Issuance Date and thereafter no additional Series A Preferred Units shall be designated, created or issued.

(b)   Rights of Series A Preferred Units .  The Series A Preferred Units shall have the following rights and preferences and shall be subject to the following duties and obligations:

(i)   Allocations .

(A)   Notwithstanding anything to the contrary in Section 6.1(a), following any allocation made pursuant to Section 6.1(a)(i) and prior to any allocation made pursuant to Section 6.1(a)(ii), any remaining Net Income shall be allocated to all Unitholders holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Series A Preferred Unit then Outstanding is equal to the Series A Liquidation Value.

(B)   Notwithstanding anything to the contrary in Section 6.1(b), (x) Unitholders holding Series A Preferred Units shall not receive any allocation pursuant to Section 6.1(b)(ii) with respect to their Series A Preferred Units, and (y) following any allocation made pursuant to Section 6.1(b)(ii) and prior to any allocation made pursuant to Section 6.1(b)(iii), any remaining Net Losses shall be allocated to all Unitholders holding Series A Preferred Units, Pro Rata; provided , that Net Losses shall not be allocated pursuant to this Section 5.14(b)(i)(B)(y) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account).

(C)   Notwithstanding anything to the contrary in Section 6.1(c)(i), (x) Unitholders holding Series A Preferred Units shall be allocated Net Termination Gain in accordance with Section 6.1(c)(i)(A) but shall not receive any allocation pursuant to Sections 6.1(c)(i)(B) – (G) with respect to their Series A Preferred Units, and (y) following any allocation made pursuant to Section 6.1(c)(i)(A) and prior to any allocation made pursuant to Section 6.1(c)(i)(B), any remaining Net Termination Gain shall be allocated to all Unitholders holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Series A Preferred Unit then Outstanding is equal to the Series A Liquidation Value.

(D)   Notwithstanding anything to the contrary in Section 6.1(c)(ii), following any allocation made pursuant to Section 6.1(c)(ii)(B) and prior to any allocation made pursuant to Section 6.1(c)(ii)(C), any remaining Net Termination Loss shall be allocated to all Unitholders holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Series A Preferred Unit then Outstanding has been reduced to zero.

(ii)   Distributions .

(A)   Commencing on the Series A Distribution Commencement Date, the holders of the Series A Preferred Units as of an applicable Record Date shall be entitled to receive cumulative distributions, prior to any other distributions pursuant to Section 6.4, in cash in   an amount equal to the Series A Distribution Rate on all Outstanding Series A Preferred Units. Distributions shall be paid Quarterly, in arrears, within forty-five (45) days after the end of each Quarter (a “ Series A Distribution Payment Date ”); provided , however , that all distributions payable to the holders of the Series A Preferred Units for Quarters prior to the Quarter ending on March 31, 2010 shall automatically accrue and accumulate from the last day of the Quarter in respect of which such payment is due.  If the Partnership fails to pay in full in cash any distribution (or portion thereof) which the holders of Series A Preferred Units are entitled to receive pursuant to this Section 5.14(b)(ii)(A), the amount of such accrued and unpaid distributions will accrue and accumulate from the last day of the Quarter in respect of which such payment is due until paid in full in cash.

(B)   Notwithstanding the foregoing, if on any Series A Distribution Payment Date occurring with respect to a Quarter ending after December 31, 2009, the Partnership (x) fails to pay distributions on the Series A Preferred Units, (y) reduces the distributions on the Common Units to zero ($0.00) and (z) is prohibited by its material financing agreements from paying cash distributions, then until the distributions that were scheduled to be paid on the Series A Preferred Units on such Series A Distribution Payment Date are paid in cash, such distributions shall automatically accrue and accumulate from the last day of the Quarter in respect of which such payment is due.  In the event that the Partnership has failed to pay cash distributions in full for two Quarters (whether or not consecutive) from and including the Quarter ending on March 31, 2010, then to the extent that the Partnership does not thereafter pay cash distributions on the Series A Preferred Units as required hereunder, at the end of each Quarter as to which such a cash distribution is not made, distributions on the Series A Preferred Units that are not paid in cash by the Partnership shall be paid and shall consist of: (i) the Series A Distribution Rate, which with respect to such distributions shall be reset at $0.35375 per Series A Preferred Unit per Quarter, (ii) an amount equal to $0.09125 per Series A Preferred Unit per Quarter (the “ Common Unit Distribution Amount ”), which shall be payable solely in Common Units, and (iii) an amount equal $0.09125 per Series A Preferred Unit per Quarter (the “ PIK Distribution Additional Amount ”), which shall be payable solely in Common Units; provided , however , that the number of Common Units payable in connection with the Common Unit Distribution Amount and the PIK Distribution Additional Amount shall not exceed 1,600,000 (as adjusted in accordance with Section 5.14(b)(viii)(G) and Section 5.14(b)(viii)(I)) for any twenty (20) consecutive Quarters.  The number of Common Units to be issued in connection with the Common Unit Distribution Amount or the PIK Distribution Additional Amount in any instance shall be determined by dividing the cash amount of the Common Unit Distribution Amount or the PIK Distribution Additional Amount, as applicable, by the VWAP Price.  If the Partnership fails to pay, in violation hereof, in full any Common Unit Distribution Amount or any PIK Distribution Additional Amount (or portion thereof) which the holders of Series A Preferred Units are entitled to receive pursuant to this Section 5.14(b)(ii)(B), the amount of such accrued and unpaid Common Unit Distribution Amount or PIK Distribution Additional Amount, as applicable, will accrue and accumulate from the date that such amount should have been paid until paid in full in accordance with this Section 5.14(b)(ii)(B).  The Partnership shall pay all accrued and unpaid distributions that are payable to holders of the Series A Preferred Units for Quarters ending after December 31, 2009 in full in cash prior to resuming cash distributions on the Common Units and as soon as, and to the extent that, any prohibition in its material financing agreements is lifted.

(C)   It is understood and agreed that, until such time as an Investment Grade Rating has been achieved, the holders of the Series A Preferred Units shall have the benefit of each of the covenants set forth in Section 4.07 through Section 4.19 of the Indenture (other than Section 4.07(a)(3), Section 4.09 insofar as it restricts the issuance of Capital Stock, Section 4.15 and Section 4.18), and such covenants (along with the covenants set forth in Section 3.05, Section 3.06 and Section 3.09 insofar as they relate to an Asset Sale Offer) and the related definitions and other related provisions of the Indenture shall be incorporated herein (solely as such definitions relate to this Section 5.14(b)(ii)(C)), as such covenants, definitions and other provisions are in effect as of the date hereof, and whether or not such Indenture is hereafter amended, revised, restated, replaced, refunded, repaid or otherwise terminated; provided , this provision shall not restrict the payment of distributions on, or purchases, redemptions or acquisition of, the Series A Preferred Units pursuant to this Agreement and provided, further, that   in the covenants, definitions and provisions incorporated from the Indenture, references to this “Indenture” shall be replaced with references to this “Agreement,” deliveries to the Trustee shall be made to the holders of the Series A Preferred Units and Section 4.17 of the Indenture shall be applicable to holders of Series A Preferred Units as if they were “Holders of Notes.”  If there is a breach of any such covenant (a “Covenant Default”) (whether or not such breach creates a Default or Event of Default (as such terms are defined in the Indenture) under the Indenture and whether or not any action has been or is taken by the Trustee (as defined in the Indenture) or the holders of securities under the Indenture to act on any remedy that may be afforded them under the Indenture), the Series A Distribution Rate will increase by an amount equal to $0.1825 per Series A Preferred Unit for the Quarter in which the Covenant Default occurs and each Quarter thereafter until such Covenant Default is remedied or until an Investment Grade Rating has been achieved (the “ Covenant Default Additional Amount ”).  The Covenant Default Additional Amount shall be payable solely in Common Units.  The number of Common Units to be issued in connection with the Covenant Default Additional Amount shall be determined by dividing the cash amount of the Covenant Default Additional Amount by the VWAP Price.  If the Partnership fails to pay, in violation hereof, in full any Covenant Default Additional Amount (or portion thereof) which the holders of Series A Preferred Units are entitled to receive pursuant to this Section 5.14(b)(ii)(C), the amount of such accrued and unpaid Covenant Default Additional Amount will accrue and accumulate from the date that such amount should have been paid until paid in full in accordance with this Section 5.14(b)(ii)(C).  If the Covenant Default is remedied or if an Investment Grade Rating has been achieved, the Series A Distribution Rate shall revert to the rate in effect prior to the Covenant Default.  This Section 5.14(b)(ii)(C) shall also apply to any successive Covenant Defaults.  If at any time a Series A Distribution Rate increase pursuant to Section 5.14(b)(ii)(C) and a distribution adjustment pursuant to Section 5.14(b)(ii)(B) could then be in effect with respect to the same period, only the increase pursuant to Section 5.14(b)(ii)(C) shall apply with respect to such period.  For the avoidance of doubt, in the event of a Covenant Default, this Section 5.14(b)(ii)(C) shall entitle the holders of the Series A Preferred Units to only the increase in the Series A Distribution Rate as provided in this Section 5.14(b)(ii)(C) and shall not entitle the holders of the Series A Preferred Units to any of the rights and remedies provided to any party under the Indenture.

(D)   Notwithstanding anything in this Section 5.14(b)(ii) to the contrary, with respect to Series A Preferred Units that are converted into Common Units, the holder thereof shall not be entitled to a Series A Preferred Unit distribution and a Common Unit distribution with respect to the same period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the Record Date.  For the avoidance of doubt, if a Series A Conversion Notice Date or a Series A Forced Conversion Notice Date, as applicable, occurs prior to the close of business on a Record Date for payment of a distribution on the Common Units, the applicable holder of Series A Preferred Units shall receive only the Common Unit distribution with respect to such period.

(E)   All accumulated and unpaid distributions will accrue interest (i) at a rate of 2.432% per Quarter, or (ii) if the Partnership has failed to pay all PIK Distribution Additional Amounts or all Covenant Default Additional Amounts or any Covenant Default is in effect, at a rate of 3.429% per Quarter while such failure to pay or such Covenant Default is in effect.

(F)   Any actual distribution (whether payable in cash or in Common Units) or accrued but unpaid distribution (or accrued but unpaid interest thereon) in respect of a Series A Preferred Unit pursuant to Section 5.14(b)(ii)(A), (B) or (E) shall be payable without regard to partnership income and will be treated as a guaranteed payment pursuant to Section 707(c) of the Code.

(iii)   Issuance of Series A Preferred Units . Subject to Section 5.8, the Series A Preferred Units shall be issued by the Partnership pursuant to the terms and conditions of the Purchase Agreement.

(iv)   Liquidation Value .  In the event of any liquidation, dissolution or winding up of the Partnership, either voluntary or involuntary, the holders of the Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to Unitholders, prior and in preference to any distribution of any assets of the Partnership to the holders of any other class or series of Partnership Securities, the positive value in each such holder’s Capital Account in respect of such Series A Preferred Units.  If in the year of such liquidation, dissolution or winding up any such holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Liquidation Value of such Series A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Series A Preferred Unit then Outstanding is equal to the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation).  If in the year of such liquidation, dissolution or winding up any such holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Liquidation Value of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Series A Preferred Unit then Outstanding is equal to the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation).  At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the holders of the Series A Preferred Units shall become entitled to receive any accrued and unpaid distributions in respect of the Series A Preferred Units, if any, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Unitholders with respect to any distributions by the Partnership to such other Unitholders; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to the holders of the Series A Preferred Units.

(v)   Voting Rights .

(A)   The Series A Preferred Units shall have voting rights that are identical to the voting rights of the Common Units and shall vote with the Common Units as a single class, so that each Series A Preferred Unit will be entitled to one vote on each matter with respect to which each Common Unit is entitled to vote.  Each reference in this Agreement to a vote of holders of Common Units shall be deemed to be a reference to the holders of Common Units and Series A Preferred Units.

(B)   Notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by Delaware law, and all o