PURCHASE AGREEMENT

This SERIES A CUMULATIVE CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, dated as of September 2, 2009 (this “ Agreement ”), is entered into by and among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“ Regency ”), and each of the purchasers set forth in Schedule A hereto (each, a “ Purchaser ” and collectively, the “ Purchasers ”).

WHEREAS, Regency desires to sell to each of the Purchasers, and each of the Purchasers desires, severally and not jointly, to purchase from Regency, certain of Regency’s Series A Preferred Units (as defined below), in accordance with the provisions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

                                                                                                                                                                                         DEFINITIONS

Section 1.01      Definitions .  As used in this Agreement, the following terms have the meanings indicated:

“ Affiliate ” means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Allocated Purchase Price ” means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

“ Basic Documents ” means, collectively, this Agreement, the Partnership Agreement, the Non-Disclosure Agreement and any and all other agreements or instruments executed and delivered by the Parties to evidence the execution, delivery and performance of this Agreement, and any amendments, supplements, continuations or modifications thereto.

“ Business Day ” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the State of New York or State of Texas are authorized or required by Law or other governmental action to close.

“ Closing ” shall have the meaning specified in Section 2.02.

“ Closing Date ” shall have the meaning specified in Section 2.02.

“ Code ” shall have the meaning specified in Section 3.09.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Units ” means common units representing limited partner interests in Regency, as defined in the Partnership Agreement.

“ Company Lock-Up Date ” means 60 days from the Closing Date.

“ Contract ” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“ Conversion Units ” means the Common Units issuable upon conversion of the Purchased Units.

“ Delaware LLC Act ” shall have the meaning specified in Section 3.02(c).

“ Delaware LP Act ” shall have the meaning specified in Section 3.02(a).

“ Environmental Law ” means any applicable Law in any way relating to the protection of human health and safety, the environment, natural resources or the safety of owning, operating or managing liquid pipelines or other facilities used for processing, storing or transporting natural gas or its by-products, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Pipeline Inspection, Protection, Enforcement and Safety Act (49 U.S.C. Chapter 601), the Hazardous Liquid Pipeline Safety Act (49 U.S.C. Chapter 601), the Natural Gas Pipeline Safety Act (49 U.S.C. Chapter 601), the Pipeline Safety Improvement Act (49 U.S.C. Chapter 601), the Natural Gas Policy Act (15 U.S.C. § 3301 et seq.) and the Natural Gas Act (15 U.S.C. 717 et seq.).

“ Environmental Permits ” means all Permits required under any Environmental Laws for the operation of the business of Regency and its Subsidiaries.

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

 “ GAAP ” means generally accepted accounting principles in the United States of America as of the date hereof; provided that for the Regency Financial Statements prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such Regency Financial Statements.

“ Governmental Authority ” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or which exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Person’s Property.  Unless otherwise specified, all references to Governmental Authority herein with respect to Regency means a Governmental Authority having jurisdiction over Regency, its Subsidiaries or any of their respective Properties.

“ Haynesville Project ” shall have the meaning specified in Section 3.20(a).

“ Hazardous Substances ” means any substance that is toxic, ignitable, reactive, corrosive, radioactive, caustic, or is or may be regulated under any Environmental Law as a hazardous substance, hazardous material, contaminant, toxic substance, toxic pollutant, hazardous waste, special waste, industrial waste or pollutant (including petroleum, its derivatives, by-products and other hydrocarbons, poly-chlorinated bi-phenyls and asbestos).

“ Indemnified Party ” shall have the meaning specified in Section 5.03(b).

“ Indemnifying Party ” shall have the meaning specified in Section 5.03(b).

“ Law ” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“ Lien ” means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any property of any kind.

“ LTIP ” shall have the meaning specified in Section 3.02(b).

“ NASDAQ ” means the NASDAQ Global Select Market.

“ Non-Disclosure Agreement ” means, collectively, those agreements, by and between any of the Purchasers (or their representatives or advisors) and Regency, entered into in connection with the offering of the Purchased Units.

 “ Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Regency, dated February 3, 2006, as amended through the date hereof.

“ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“ Permits ” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Authority.

“ Permitted Transferee ” means, with respect to any Purchaser, any transferee with respect to a “transfer” (as the term “transfer” is defined in Section 4.4(a) of the Partnership Agreement) of Series A Preferred Units in accordance with the terms and conditions set forth in the Partnership Agreement.

“ Petrohawk ” shall have the meaning specified in Section 3.20(c).

“ Petrohawk Firm Gas Transportation Agreement ” shall have the meaning specified in Section 3.20(c).

“ Pipeline Construction Contract ” shall have the meaning specified in Section 3.20(b).

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible (including intellectual property rights).

“ Purchase Price ” means $80,000,023.80, which is the aggregate of each Purchaser’s Allocated Purchase Price as set forth on Schedule A hereto.

“ Purchased Units ” means, with respect to each Purchaser, the number of Series A Preferred Units as set forth opposite such Purchaser’s name on Schedule A hereto.

“ Purchaser Lock-Up Period ” shall have the meaning specified in Section 4.06(a).

“ Purchaser Related Parties ” shall have the meaning specified in Section 5.01.

“ Purchasers ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Regency ” has the meaning set forth in the introductory paragraph of this Agreement.

“ Regency Credit Facility ” means the Fourth Amended and Restated Credit Agreement, dated as of August 15, 2006, as amended as of the date hereof and from time to time, by and among Regency and the lenders named therein, as amended as of the date hereof.

“ Regency Financial Statements ” shall have the meaning specified in Section 3.03(a).

“ Regency Intrastate Gas ” shall have the meaning specified in Section 3.20(b).

“ Regency Material Adverse Effect ” means any material and adverse effect on (a) the assets, liabilities, financial condition, business, results of operations or affairs of Regency and its Subsidiaries taken as a whole; (b) the ability of Regency and its Subsidiaries taken as a whole to carry on their business as such business is conducted as of the date hereof or to meet their obligations under the Basic Documents on a timely basis; or (c) the ability of Regency to consummate the transactions under any Basic Document; provided, however, that a Regency Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or is attributable to (x) a general deterioration in the economy or changes in the general state of the industries in which the Regency Parties operate, except to the extent that the Regency Parties, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants, (y) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis affecting the national economy as a whole, including acts of terrorism, or (z) any change in applicable Law, or the interpretation thereof.

                “ Regency Parties ” means Regency, the General Partner and all of Regency’s Subsidiaries.

“ Regency Permits ” shall have the meaning specified in Section 3.19(b).

“ Regency Related Parties ” shall have the meaning specified in Section 5.02.

“ Regency SEC Documents ” shall have the meaning specified in Section 3.03(a).

“ Representatives ” means, with respect to a specified Person, the officers, directors, managers, employees, agents, counsel, accountants, investment bankers and other representatives of such Person.

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

“ Series A Preferred Units ” means Regency’s Series A Cumulative Convertible Preferred Units.

“ Subsidiary ” means, as to any Person, any corporation or other entity of which:  (i) such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which such Person consolidates for accounting purposes.

“ Talco ” shall have the meaning specified in Section 3.20(d).

“ Talco Firm Gas Transportation Agreement ” shall have the meaning specified in Section 3.20(d).

“ Tax Return ” shall have the meaning specified in Section 3.18(b).

“ Taxes ” shall have the meaning specified in Section 3.18(b).

“ Third Party Claim ” shall have the meaning specified in Section 5.03(b).

Section 1.02      Accounting Procedures and Interpretation .  Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all Regency Financial Statements and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

Section 2.01      Sale and Purchase .  Subject to the terms and conditions hereof, Regency hereby agrees to issue and sell to each Purchaser, free and clear of any and all Liens, and each Purchaser, severally and not jointly, hereby agrees to purchase from Regency, the number of Purchased Units as set forth on Schedule A (such number of Purchased Units set forth thereon with respect to each Purchaser), and each Purchaser agrees to pay Regency its Allocated Purchase Price.

Section 2.02      Closing .  Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “ Closing ”) shall take place on the date specified in the introductory paragraph to this Agreement (the “ Closing Date ”) at the offices of Mayer Brown LLP, 700 Louisiana, Suite 3400, Houston, Texas 77002.  The parties agree that the Closing may occur via delivery of facsimiles of this Agreement and cross-receipts; provided, that originals of such documents are sent via overnight delivery to be received by the other party (or designee of such other party) on the first Business Day immediately following the Closing Date.

Section 2.03      Regency Deliveries .  Prior to, or on the Closing Date, as applicable, subject to the terms and conditions hereof, Regency will deliver, or cause to be delivered, to the Purchasers:

(a)   the Purchased Units, registered in such name(s) as the Purchasers have designated;

(b)   certificates representing the Purchased Units, each in the form set forth in Section 5.14(b)(vii) of the Partnership Agreement;

(c)   copies of (i) the Certificate of Limited Partnership of Regency and all amendments thereto, (ii) the Certificate of Limited Partnership of Regency GP LP and all amendments thereto and (iii) the Certificate of Formation of Regency GP LLC and all amendments thereto, each of (i), (ii) and (iii) certified by the Secretary of State of the jurisdiction of its formation as of a recent date;

(d)   a certificate of the Secretary of State of the State of Delaware, dated a recent date, that Regency is in good standing;

(e)   a cross-receipt executed by Regency and delivered to each Purchaser certifying that it has received the Allocated Purchase Price with respect to such Purchaser as of the Closing Date;

(f)   an opinion addressed to the Purchasers from legal counsel to Regency, dated as of the Closing Date, in the form and substance attached hereto as Exhibit A;

(g)   a certificate of the Secretary or Assistant Secretary of Regency GP, LLC, on behalf of Regency, certifying as to and attaching (1) the Partnership Agreement, (2) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (3) the incumbency of the officers authorized to execute the Basic Documents on behalf of Regency, setting forth the name and title and bearing the signatures of such officers;

(h)   a duly executed waiver of the General Partner with respect to certain of its rights under the Partnership Agreement, in the form and substance attached hereto as Exhibit B; and

(i)   a copy of Amendment No. 7 to the Partnership Agreement duly executed by the General Partner.

Section 2.04      Purchasers’ Deliveries .  Prior to, or on the Closing Date, subject to the terms and conditions hereof, each Purchaser will deliver, or cause to be delivered, to Regency:

(a)   payment to Regency of such Purchaser’s Allocated Purchase Price by wire transfer of immediately available funds to an account designated by Regency prior to the Closing Date; and

(b)   a cross-receipt executed by such Purchaser and delivered to Regency certifying that it has received its respective Purchased Units as of the Closing Date.

Section 2.05      Independent Nature of Purchasers’ Obligations and Rights .  The obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Basic Document.  The failure or waiver of performance under any Basic Document by any Purchaser does not excuse performance by any other Purchaser.  Nothing contained herein or in any other Basic Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Basic Documents.  Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or out of the other Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

Section 2.06      Further Assurances .  From time to time after the date hereof, without further consideration, Regency and each of the Purchasers shall use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

4

Regency represents and warrants to and covenants with each Purchaser as follows:

Section 3.01      Partnership Existence .  Regency is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own, lease, use and operate its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not be reasonably likely to have a Regency Material Adverse Effect.  Each of Regency’s Subsidiaries has been duly incorporated or formed, as the case may be, and is validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or organization, as the case may be.  Each of Regency’s Subsidiaries has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own, lease, use or operate its respective Properties and carry on its business as now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not be reasonably likely to have a Regency Material Adverse Effect.  None of Regency nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any provision of, in the case of Regency, the Partnership Agreement or its Certificate of Limited Partnership or, in the case of any Subsidiary of Regency, its respective certificate of incorporation, certification of formation, certificate of limited partnership, bylaws, limited liability company agreement, partnership agreement or other similar organizational documents.  Each of Regency and its Subsidiaries is duly qualified or licensed and in good standing as a foreign limited partnership, limited liability company or corporation, as applicable, and is authorized to do business in each jurisdiction in which the ownership or leasing of its respective Properties or the character of its respective operations makes such qualification necessary, except where the failure to obtain such qualification, license, authorization or good standing would not be reasonably likely to have a Regency Material Adverse Effect.

Section 3.02      Capitalization and Valid Issuance of Purchased Units .

(a)   As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of Regency consist of 81,131,978 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement).  The number of outstanding phantom units, the maximum number of Common Units into which such phantom units could convert and a vesting schedule as to such Units are set forth on Schedule 3.02(a) hereof. The only issued and outstanding general partner interests of Regency are the interests held by the General Partner, as described in the Partnership Agreement.  All outstanding Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”)).

(b)   Other than the Regency GP LLC Long-Term Incentive Plan (the “ LTIP ”), Regency has no equity compensation plans that contemplate the issuance of partnership interests of Regency (or securities convertible into or exchangeable for partnership interests of Regency).  No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Regency unitholders may vote are issued or outstanding. No Subordinated Units (as defined in the Partnership Agreement) are issued or outstanding.  Except as set forth on Schedule 3.02(b) , there are no outstanding or authorized, and with respect only to Conversion Units there will not be at the time of any such conversion, (i) options, warrants, preemptive rights, subscriptions, calls, rights of first refusal, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Regency or any of its Subsidiaries to issue, transfer or sell any partnership interests (including the Series A Preferred Units and the Conversion Units) or other equity interest in, Regency or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, or rights under any Contract requiring payment based upon the value of the equity of Regency, (ii) obligations of Regency or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Regency or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) proxy agreement or voting trusts or similar agreements to which Regency or any of its Subsidiaries is a party with respect to the voting of the equity interests of Regency or any of its Subsidiaries.

(c)   (i) All of the issued and outstanding equity interests of each of Regency’s Subsidiaries (except for Edwards Lime Gathering LLC, of which Regency owns approximately 60% of the member interests, and RIGS Haynesville Partnership Co., of which Regency owns a 38% general partner interest) are owned, directly or indirectly, by Regency free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under the Regency Credit Facility), and all such ownership interests have been duly authorized, validly issued and are fully paid (to the extent required in the organizational documents of Regency’s Subsidiaries, as applicable) and non-assessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”) and Article 5.09 of the Texas Limited Liability Company Act) and free of preemptive rights and (ii) except as disclosed in the Regency SEC Documents, neither Regency nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person.

(d)   The Purchased Units being purchased by each of the Purchasers hereunder and the limited partner interests represented thereby will be duly authorized by Regency pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and (ii) such Liens as are created by the Purchasers.

(e)   Upon issuance in accordance with this Agreement and the terms of the Series A Preferred Units, the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Partnership Agreement or this Agreement and under applicable state and federal securities laws and (ii) such Liens as are created by the Purchasers.

(f)   The Common Units are listed on the NASDAQ, and Regency has not received any notice of delisting.  As of the date hereof, a “Notification Form: Listing of Additional Shares” and supporting documentation, if required, related to the Conversion Units has been filed with the NASDAQ.

Section 3.03        Regency SEC Documents; Regency Financial Statements .

(a)   Regency has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents, collectively the “ Regency SEC Documents ”).  The Regency SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “ Regency Financial Statements ”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Regency SEC Document filed prior to the date hereof) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in light of the circumstances under which they were made in the case of any prospectus) not misleading, (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) in the case of the Regency Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) in the case of the Regency Financial Statements, fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Regency and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.  KPMG LLP is the independent, registered public accounting firm with respect to Regency and the General Partner and has not resigned or been dismissed as independent public accountants of Regency or the General Partner as a result of or in connection with any disagreement with Regency on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b)   The General Partner’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Regency’s auditors and the audit committee of the Board of Directors of the General Partner (i) all significant deficiencies in the design or operation of internal controls which could adversely affect Regency’s ability to record, process, summarize and report financial data and have identified for Regency’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Regency’s internal controls.

(c)   Regency has provided to Purchasers copies of all issued auditors’ reports, letters to management regarding accounting practices and systems of internal controls, and all responses to such letters from management, in each case to the extent relating to the business of Regency and its Subsidiaries and the operation thereof, whether the same are issued to Regency or any of its Subsidiaries.  Except for management letters from accountants, neither Regency nor any of its Subsidiaries nor, to the Regency’s knowledge, any director, officer, employee, auditor, accountant or representative of Regency or any of its Subsidiaries has received any complaint, allegation, assertion or claim, in each case of a material nature, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Regency, any of its Subsidiaries or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that Regency or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Section 3.04      No Material Adverse Change .  Except as expressly set forth in or contemplated by the Regency SEC Documents filed with the Commission on or prior to the da