UNDERWRITING AGREEMENT

EXHIBIT 1.1

[            ]

Common Units

REGENCY ENERGY PARTNERS LP

Form of

UNDERWRITING AGREEMENT

January [__], 2006

UNDERWRITING AGREEMENT

January [__], 2006

UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026

and

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

     Regency Energy Partners LP, a Delaware limited partnership (the “ Partnership ”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “ Underwriters ”) an aggregate of 12,000,000 common units (the “ Firm Units ”) representing limited partner interests in the Partnership (the “ Common Units ”). In addition, the Partnership proposes to grant to the Underwriters the option to purchase from the Partnership up to an additional 1,800,000 Common Units (the “ Additional Units ”). The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the “ Units .” The Units are described in the Prospectus, which is defined below.

     The Partnership hereby acknowledges that in connection with the proposed offering of the Units, it has requested UBS Financial Services Inc. (“ UBS-FinSvc ”) to administer a directed unit program (the “ Directed Unit Program ”) under which up to [___] Firm Units, or [5]% of the Firm Units to be purchased by the Underwriters (the “ Reserved Units ”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the officers, directors, employees and consultants of GP LLC (as defined below) and other persons having a relationship with the Partnership as designated by the Partnership, (the “ Directed Unit Participants ”) as part of the distribution of the Units by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the NASD and all other applicable laws, rules and regulations. The number of Units available for sale to the general public will be reduced to the extent that Directed Unit Participants purchase Reserved Units. The Underwriters may offer any Reserved Units not purchased by Directed Unit Participants to the general public on the same basis as the other Units being issued and sold hereunder. The Partnership has supplied UBS-FinSvc with names, addresses and telephone numbers of the individuals or other entities that the Partnership has designated to be participants in the Directed Unit Program. It is understood that any number of those designated to participate in the Directed Unit Program may decline to do so.

     Regency GP LP, a Delaware limited partnership (the “ General Partner ”), serves as the general partner of the Partnership and Regency GP LLC, a Delaware limited liability company (“ GP LLC ”), serves as the general partner of the General Partner. At the time of purchase, the

Partnership will be the sole limited partner of Regency Gas Services LP, a Delaware limited partnership, and the sole member of [Regency OLP GP LLC], a Delaware limited liability company (the “ Operating Partnership GP ”), which will serve as the general partner of Regency Gas Services LP. Each of Regency Waha, L.P., a Delaware limited partnership, Regency Intrastate Gas LLC, a Delaware limited liability company, Regency Midcon Gas LLC, a Delaware limited liability company, Regency Liquids Pipeline LLC, a Delaware limited liability company, Regency Gas Gathering and Processing LLC, a Delaware limited liability company, Gulf States Transmission Corporation, a Louisiana corporation, Regency Waha, LLC, a Delaware limited liability company, Regency NGL GP, LLC, a Delaware limited liability company, Regency Gas Marketing GP, LLC, a Delaware limited liability company, Regency Waha GP, LLC, a Delaware limited liability company, Regency NGL Marking LP, a Delaware limited partnership, Regency Gas Marketing LP, a Delaware limited partnership, and Regency Services Waha, LP, a Delaware limited partnership, is sometimes referred to herein, individually as a “ Subsidiary ” and collectively, as the “ Subsidiaries .” References herein to the “ Operating Partnership ” shall mean Regency Gas Services LLC, a Delaware limited liability company, prior to the Conversion (as defined below) and shall mean Regency Gas Services LP, a Delaware limited partnership, following the Conversion. References herein to “ Acquisition ” shall mean Regency Acquisition LLC (“ Acquisition LLC ”), a Delaware limited liability company, prior to the Acquisition Conversion (as defined below) and shall mean Regency Acquisition, L.P. (“ Acquisition LP ”), a Delaware limited partnership, following the Acquisition Conversion. Acquisition is the sole member of GP LLC.

     The Partnership, the General Partner, GP LLC, the Operating Partnership, Operating Partnership GP, the Subsidiaries and Acquisition are sometimes referred to herein collectively as the “ Regency Parties .” The Partnership, the General Partner, GP LLC, the Operating Partnership, the Operating Partnership GP and the Subsidiaries are sometimes referred to herein collectively as the “ Partnership Entities .”

     It is understood and agreed by all parties that, on or prior to the time of purchase (as defined below), the following transactions will occur:

     The transactions set forth above will have occurred at or prior to the time of purchase (such transactions are collectively referred to as the “ Transactions ”). In connection with the Transactions, the parties to the Transactions entered into various transfer agreements, assignments, conveyances, contribution agreements and related documents (collectively, the “ Contribution Documents ”). The documents entered into to effect the Transactions, including but not limited to the Contribution Documents, are collectively referred to herein as the “ Transaction Documents ”).

     The Partnership has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “ Act ”), with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-1 (File No. 333-128332) under the Act, including a prospectus relating to the Units.

     Except where the context otherwise requires, “ Registration Statement ,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the “ Effective Time ”), including: (i) all documents filed as a part thereof, (ii) any information contained in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act and deemed, pursuant to Rule 430A or Rule 430C under the Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed pursuant to Rule 462(b) under the Act. The Partnership has furnished to you, for use by the Underwriters

and by dealers in connection with the offering of the Units, copies of one or more preliminary prospectuses relating to the Units. Except where the context otherwise requires, “ Preliminary Prospectus ,” as used herein, means each such preliminary prospectus, in the form so furnished.

     Except where the context otherwise requires, “ Prospectus ,” as used herein, means the prospectus filed by the Partnership with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the final prospectus included in the Registration Statement at the time it became effective under the Act, in each case in the form furnished by the Partnership to you for use by the Underwriters and by dealers in connection with the offering of the Units.

     “ Permitted Free Writing Prospectuses ,” as used herein, means the documents listed on Schedule B attached hereto “and each “road show” (as defined in Rule 433 under the Act), if any, related to the offering of the Units contemplated hereby that is a “written communication” (as defined in Rule 405 under the Act) (each such road show, a “ Road Show ”)”.

     “ Disclosure Package ,” as used herein, means any Preliminary Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any.

     As used in this Agreement, “business day” shall mean a day on which the New York Stock Exchange (the “ NYSE ”) is open for trading. The terms “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement. The term “or,” as used herein, is not exclusive.

     The Partnership has prepared and filed, in accordance with Section 12 of the “Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “ Exchange Act ”),” a registration statement (as amended, the “ Exchange Act Registration Statement ”) on Form 8-A (File No. [___]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the class of securities consisting of the Common Units.

     This underwriting agreement (this “ Agreement ”) is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.

     1.  Sale and Purchase . Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[___] per Unit. The Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine.

     In addition, the Partnership hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Partnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units as may be necessary to cover over-allotments made in connection with the offering of the Firm Units, at the same purchase price per Unit to be paid by the Underwriters to the Partnership for the Firm Units. This option may be exercised by UBS Securities LLC (“ UBS ”) and Lehman Brothers Inc. (“ Lehman ”) on behalf of the several Underwriters at any time and from time to time on or before the 30 ^th day following the date of the Prospectus, by written notice to the Partnership. Such notice shall set forth the aggregate number of Additional Units as to which the option is being exercised, and the date and time when the Additional Units are to be delivered (such date and time being herein referred to as the “ additional time of purchase ”); provided , however , that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Units to be sold to each Underwriter shall be the number that bears the same proportion to the aggregate number of Additional Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Units, subject to adjustment in accordance with Section 8 hereof.

     2.  Payment and Delivery . Payment of the purchase price for the Firm Units shall be made to the Partnership by Federal Funds wire transfer, against electronic delivery of the certificates for the Firm Units in book entry form to you through the facilities of The Depository Trust Company (“ DTC ”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Dallas, Texas time, on [___], 2005 (unless another time shall be agreed to by you and the Partnership or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is hereinafter sometimes called “ the time of purchase .” Electronic transfer of the Firm Units shall be made to you at the time of purchase in such names and in such denominations as you shall specify.

          Payment of the purchase price for the Additional Units shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Units. Electronic transfer of the Additional Units shall be made to you at the additional time of purchase in such names and in such denominations as you shall specify.

          Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Units shall be made at the offices of Vinson & Elkins L.L.P., Trammell Crow Center, 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201, at 9:00 A.M., Dallas, Texas time, on the date of the closing of the purchase of the Firm Units or the Additional Units, as the case may be.

     3.  Representations and Warranties of the Regency Parties . Each of the Regency Parties, jointly and severally, represents and warrants to and agrees with each of the Underwriters that:

     (a) Effectiveness of Registration Statement . The Registration Statement has heretofore become effective under the Act or, with respect to any registration statement to be filed to register the offer and sale of Units pursuant to Rule 462(b) under the Act, will be filed with the Commission and become effective under the Act no later than 10:00 P.M., New York City time, on the date of determination of the public offering price for the Units; no stop order of the Commission preventing or suspending the use of any Preliminary Prospectus or Permitted Free Writing Prospectus or the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been instituted or, to the Partnership’s knowledge, are threatened by the Commission; the Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act.

     (b) Registration Statement . The Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, will comply, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each Preliminary Prospectus complied, at the time it was filed with the Commission, and complies as of the date hereof, in all material respects with the requirements of the Act; at no time during the period that begins on the earlier of the date of such Preliminary Prospectus and the date such Preliminary Prospectus was filed with the Commission and ends at the time of purchase did or will any Preliminary Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at no time during such period did or will any Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then-issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of its date, the date that it is filed with the Commission, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase, the latest additional time of

purchase, if any, and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Partnership makes no representation or warranty with respect to any statement contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information furnished in writing by or on behalf of an Underwriter through you to the Partnership expressly for use in the Registration Statement, such Preliminary Prospectus, the Prospectus or such Permitted Free Writing Prospectus.

     (c) No Other Prospectus . Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any Units by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Units, in each case other than the Preliminary Prospectuses and the Permitted Free Writing Prospectuses, if any; the Partnership has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the Act; assuming that such Permitted Free Writing Prospectus is accompanied or preceded by the most recent Preliminary Prospectus that contains a price range or the Prospectus, as the case may be, and that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by any Underwriter, of any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 or Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164); the Preliminary Prospectus dated [insert dates of red herrings actually distributed] is a prospectus that, other than by reason of Rule 433 or Rule 431 under the Act, satisfies the requirements of Section 10 of the Act, including a price range where required by rule; neither the Partnership nor the Underwriters are disqualified, by reason of subsection (f) or (g) of Rule 164 under the Act, from using, in connection with the offer and sale of the Units, “free writing prospectuses” (as defined in Rule 405 under the Act) pursuant to Rules 164 and 433 under the Act; the Partnership is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Units contemplated by the Registration Statement; the parties hereto agree and understand that the content of any and all “road shows” (as defined in Rule 433 under the Act) related to the offering of the Units contemplated hereby is solely the property of the Partnership; the Partnership has caused there to be made available at least one version of a “bona fide electronic road show” (as

defined in Rule 433 under the Act) in a manner that, pursuant to Rule 433(d)(8)(ii) under the Act, causes the Partnership not to be required, pursuant to Rule 433(d) under the Act, to file, with the Commission, any Road Show.

     (d) Capitalization . As of the date of this Agreement, the Partnership has an authorized and outstanding capitalization as set forth in the section of the Registration Statement, the Preliminary Prospectuses and the Prospectus entitled “Capitalization” and “Description of the Common Units” (and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus), and, as of the time of purchase and any additional time of purchase, as the case may be, the Partnership shall have an authorized and outstanding capitalization as set forth in the section of the Registration Statement, the Preliminary Prospectuses and the Prospectus entitled “Capitalization” and “Description of the Common Units” (and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus); all of the issued and outstanding units, including the Common Units, of the Partnership have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; the Units are duly listed, and admitted and authorized for trading, subject to official notice of issuance and evidence of satisfactory distribution, on the [Nasdaq National Market (the “ Nasdaq ”)/ NYSE] .

     (e) Formation of the Regency Parties . Each of the Regency Parties has been duly formed and is validly existing as a limited partnership, limited liability company or corporation, as the case may be, is in good standing under the laws of its respective jurisdiction of formation or incorporation, with full limited partnership, limited liability company or corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Preliminary Prospectuses and the Prospectus.

     (f) Qualification of the Regency Parties . Each of the Regency Parties is duly registered or qualified to do business and is in good standing as a foreign limited partnership, limited liability company or corporation, as the case may be, in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so registered or qualified and in good standing would not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, financial condition, results of operation or prospects of the Partnership Entities taken as a whole (a “ Material Adverse Effect ”) or (ii) subject the limited partners of the Partnership to any material liability or disability.

     (g) Ownership of the General Partner Interest in the Partnership . At the time of purchase, after giving effect to the Transactions, the General Partner will be the sole general partner of the Partnership with a 2.0% general partner interest in the Partnership; such general partner interest will be duly authorized and validly issued in accordance with the limited partnership agreement of the Partnership (as the same may be amended and restated at or prior to the time of purchase, if applicable, the “ Partnership

Agreement ”); and the General Partner will own such general partner interest free and clear of all liens, encumbrances, security, interests, equities, charges or claims except for restrictions on transferability contained in Section [___] of the Partnership Agreement and as otherwise described in the Registration Statement, the Preliminary Prospectuses and the Prospectus.

     (h) Ownership of the Sponsor Units . Immediately prior to the purchase by the Underwriters of any Units pursuant to this Agreement, after giving effect to the Transactions, there will be ___Common Units and ___Subordinated Units outstanding (all such Common Units and Subordinated Units being collectively referred to herein as the “ Sponsor Units ”), of which Acquisition will own ___Common Units and ___Subordinated Units. All of the Sponsor Units and the limited partner interests represented thereby will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”) and as otherwise described in the Prospectus under the captions “The Partnership Agreement—Limited Liability,” “Risk Factors—Risks Inherent in an Investment in Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business.” and “Risk Factors—Risks Inherent in an Investment in Us—Unitholders may have liability to repay distributions that were wrongfully distributed to them.” and any similar sections or information, if any, contained in any Free Writing Prospectus) and the Sponsor Units owned by Acquisition will be owned free and clear of all liens, encumbrances (except with respect to the restrictions on transferability contained in Section 4.8 of the Partnership Agreement and as otherwise described in the Prospectus), security interests, equities, charges or claims.

     (i) Valid Issuance of the Units . At the time of purchase, the Units to be sold by the Partnership and the limited partner interests represented thereby, will be duly authorized by the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Prospectus under the captions “The Partnership Agreement—Limited Liability,” “Risk Factors—Risks Inherent in an Investment in Us—Your liability may not be limited if a court finds that unitholder action constitutes control of our business.” and “Risk Factors—Risks Inherent in an Investment in Us—Unitholders may have liability to repay distributions that were wrongfully distributed to them.” and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus); and other than the Sponsor Units, the Units will be the only limited partner interests of the Partnership issued and outstanding at the time of purchase.

     (j) Ownership of the Operating Partnership, Operating Partnership GP and the Subsidiaries . At the time of purchase, after giving effect to the Transactions, the

Partnership will, directly or indirectly, own 100% of the outstanding partnership interests, limited liability company interests or capital stock, as the case may be, in the Operating Partnership, the Operating Partnership GP and each of the Subsidiaries (collectively, the “ Operating Subsidiaries ”) free and clear of all liens, encumbrances, security interests, equities, charges and other claims, except for liens created pursuant to the Amended Credit Agreement. At the time of purchase, such ownership interests will be duly authorized and validly issued in accordance with the organizational documents of the respective Operating Subsidiaries, and will be fully paid (to the extent required under their respecting organizational documents) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”), in the case of a Delaware limited liability company, or Sections 17-303 and 17-607 of the Delaware LP Act in the case of a Delaware limited partnership). At the time of purchase, in the case of an Operating Partnership that is a limited partnership, the general partner interests therein will be duly authorized and validly issued in accordance with the limited partnership agreements of the respective Operating Subsidiaries.

     (k) Ownership of the General Partner . At the time of purchase, after giving effect to the Transactions, GP LLC will own 100% of the outstanding general partner interests in the General Partner and Acquisition will own 100% of the outstanding limited partner interests in the General Partner; all of such interests will be duly authorized and validly issued in accordance with the partnership agreement of the General Partner (as the same may be amended and restated at or prior to the time of purchase, the “ General Partner LP Agreement ”) and will be fully paid (to the extent required under the General Partner LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act); and GP LLC and Acquisition will own such partnership interests free and clear of all liens, encumbrances, security interests, equities, charges or claims, other than as created pursuant to the Amended Credit Agreement.

     (l) Ownership of GP LLC . At the time of purchase, after giving effect to the Transactions, Acquisition will own 100% of the outstanding limited liability company interests in GP LLC; all of such interests will be duly authorized and validly issued in accordance with the limited liability company agreement of GP LLC (as the same may be amended and restated at or prior to the time of purchase, the “ GP LLC Agreement ”) and will be fully paid (to the extent required under the GP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and Acquisition will own such limited liability company interests free and clear of all liens, encumbrances, security interests, equities, charges or claims, other than as created pursuant to the Amended Credit Agreement.

     (m) No Other Subsidiaries . Other than its direct or indirect ownership interests in the Operating Subsidiaries, the Partnership does not own, and at the time of purchase will not own, directly or indirectly, any equity or long-term debt securities of

any corporation, partnership, limited liability company, joint venture, association or other entity.

     (n) Authority and Authorization . The Partnership has all requisite power and authority under the Partnership Agreement and the Delaware LP Act to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, the Preliminary Prospectuses and the Prospectus, and (ii) the Sponsor Units, in accordance with the terms and conditions set forth in the Partnership Agreement and the Transaction Documents. At the time of purchase, all partnership, limited liability company and corporate action, as the case may be, required to be taken by the Regency Parties or any of their partners, members or stockholders for the authorization, issuance, sale and delivery of the Units and the Sponsor Units, the execution and delivery of the Operating Agreements (as defined below) and the consummation of the transactions (including the Transactions) contemplated by this Agreement and the Operative Agreements, shall have been validly taken.

     (o) Conformity of Securities to Description . The Units, when issued and delivered in accordance with the terms of the Partnership Agreement and against payment therefor as provided herein, and the Sponsor Units, when issued and delivered in accordance with the terms of the Partnership Agreement, will conform in all material respects to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus.

     (p) Authorization of Agreement . This Agreement has been duly authorized and validly executed and delivered by each of the Regency Parties.

     (q) Enforceability of Other Agreements . At or before the time of purchase, and assuming the due authorization, execution and delivery by each party thereto (other than the Regency Parties:

     (i) the Partnership Agreement will be duly authorized, executed and delivered by the General Partner and Acquisition and will be enforceable against the General Partner and the Acquisition in accordance with its terms;

     (ii) the General Partner LP Agreement will be duly authorized, executed and delivered by Acquisition and GP LLC and will be a valid and legally binding agreement of Acquisition and GP LLC enforceable against each of Acquisition and GP LLC in accordance with its terms;

     (iii) the GP LLC Agreement will be duly authorized, executed and delivered by Acquisition and will be a valid and legally binding agreement of Acquisition enforceable against Acquisition in accordance with its terms;

     (iv) the limited partnership agreement, limited liability company agreement or articles of incorporation, as applicable, of each of the Operating

Subsidiaries (together with the Partnership Agreement, the GP LP Agreement and the GP LLC Agreement, the “ Regency Parties Operative Agreements ”) will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms;

     (v) the Amended Credit Agreement will have been duly authorized, executed and delivered by the Operating Partnership and the Guarantors named therein and will be a valid and legally binding agreement of the Partnership and the Guarantors named therein, enforceable against the each of them in accordance with its terms; and

     (vi) the Transaction Documents will have been duly authorized, executed and delivered by the parties thereto and will be valid and legally binding agreements of the parties thereto, enforceable against such parties in accordance with their respective terms;

      provided that, with respect to each agreement described in this Section 4(q), the enforceability thereof may be limited by (A) 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); and (B) public policy, applicable laws relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The Regency Parties Operative Agreements, the Amended Credit Agreement and the Transaction Documents are herein referred to as the “ Operative Agreements .”

     (r) Sufficiency of Contribution Documents . The Contribution Documents will be legally sufficient to transfer or convey to the Partnership good title to all of the outstanding member interests in the Operating Partnership (prior to the Conversion). Upon execution and delivery of the Contribution Documents by Acquisition and the Partnership, the Partnership will succeed, indirectly through the Operating Subsidiaries, in all material respects to the business, assets, properties, liabilities and operations as reflected in the pro forma financial statements of the Partnership included in the Registration Statement, the Preliminary Prospectuses and the Prospectus, except as disclosed in the Registration Statement, the Preliminary Prospectuses, the Prospectus, any Permitted Free Writing Prospectus and the Contribution Documents.

     (s) No Default or Conflicts . No Partnership Entity is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time or both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) its organizational documents, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may

be bound or affected, except as disclosed in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus and for any such breach, violation, default or acceleration that would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement by the Regency Parties, the issuance and sale of the Units and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) the organizational documents of any of the Partnership Entities, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which any Partnership Entity is a party or by which any of them or any of their respective properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the any of the Partnership Entities, except as disclosed in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, and for any such breach, violation or default that would not have a Material Adverse Effect.

     (t) No Consents . Except for any approvals, authorizations, consents, orders or filings that, if not obtained or made, would not have a Material Adverse Effect, no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the (i) execution, delivery and performance of this Agreement or the Operative Agreements by the Regency Parties or (ii) issuance and sale of the Units or the consummation by the Regency Parties of the Transactions other than registration of the Units under the Act, which has been or will be effected, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters or under the rules and regulations of the NASD.

     (u) No Preemptive Rights, Registration Rights or Options . Except as described in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, there are no options, warrants, preemptive rights or other rights to subscribe for or purchase, nor any restriction upon the voting or transfer of, any ownership interests in any Partnership Entity. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of any of the Partnership Entities, other than as provided in the Partnership Agreement or the right of any person to act as an underwriter or as a financial advisor to any of the Regency Parties in connection with the offer and sale of the Units.

     (v) Permits . Each of the Partnership Entities has, or at the time of purchase will have, all licenses, authorizations, consents and approvals of governmental or regulatory authorities (“ permits ”) as are necessary to own or lease its properties and to conduct its business in the manner described in the Registration Statement, the

Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, subject to such qualifications as may be set forth in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus and except for such permits that, if not obtained, would not have a Material Adverse Effect; none of the Partnership Entities is in violation of, or in default under, or has received notice of any proceedings relating to revocation or modification of, any such permit, except where such violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

     (w) Disclosure of Certain Items . All legal or governmental proceedings, affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of a character required to be described in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus or to be filed as an exhibit to the Registration Statement have been so described or filed as required.

     (x) Litigation . Except as described in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, there are no actions, suits, claims, investigations or proceedings pending or, to the Partnership’s knowledge after due inquiry, threatened, to which any of the Partnership Entities or of which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, except any such action, suit, claim, investigation or proceeding that would not result in a judgment, decree or order having, individually or in the aggregate, a Material Adverse Effect or preventing consummation of the transactions contemplated hereby (including the Transactions).

     (y) Independent Public Accountants . Deloitte & Touche LLP, whose report on the consolidated financial statements of the Partnership and the General Partner is filed with the Commission as part of the Registration Statement, the Preliminary Prospectuses and the Prospectus, are independent public accountants as required by the Act and by the rules of the Public Company Oversight Board.

     (z) Financial Statements . The audited financial statements included in the Registration Statement, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus, together with the related notes, present fairly the financial position of the entities purported to be shown thereby as of the dates indicated and the consolidated results of operations and cash flows of such entities for the periods specified and have been prepared in compliance with the requirements of the Act and in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved, except to the extent disclosed therein; any pro forma financial statements or data included in the Registration Statement, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus comply with the requirements of Regulation S-X of the Act and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used

therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data set forth in the Registration Statement, any Preliminary Prospectus or any Permitted Free Writing Prospectus are accurately presented and prepared on a basis consistent with the financial statements and books and records of the Partnership and the General Partner; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus that are not included as required; and the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained in the Registration Statement, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with the Regulation G of the Exchange Act and Item 10 of Regulation 5-K under the Act, to the extent applicable.

     (aa) No Material Adverse Change . Except as disclosed in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, in each case excluding amendments or supplements to the foregoing made after the execution of this Agreement, there has not been (i) any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Partnership Entities taken as a whole, (ii) any transaction that is material to the Partnership Entities taken as a whole, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by any Partnership Entities, that is material to the Partnership Entities taken as a whole, (iv) any material change in the capitalization, or material increase in the long-term debt, of the Partnership Entities or (v) any adverse change in or affecting the general affairs, condition (financial or otherwise), business, prospects, assets or results of operations of the Partnership Entities taken as a whole. None of the Partnership Entities has sustained since the date of the last audited financial statements included in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus any loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

     (bb) Lock-Up Agreement . The Partnership has obtained for the benefit of the Underwriters the agreement (a “ Lock-Up Agreement ”), in the form set forth as Exhibit A hereto, of each of GP LLC’s directors and officers, the Directed Unit Participants and each holder of the Sponsor Units or any security convertible into or exercisable or exchangeable for Common Units, or any warrant or other right to purchase Common Units or any such security.

(cc) Investment Company/Public Utility Holding Company . None of the Partnership Entities is now and, after giving effect to the offering and sale of the Units, will not be (i) an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”) or (ii) a “public utility company,” “holding company” or a “subsidiary company” of a “holding company” under the Public Utility Holding Company Act of 1935, as amended.

     (dd) Title to Properties . Following consummation of the Transactions and at the time of purchase, each Operating Subsidiary will have good and marketable title to all real property (excluding easements or rights-of-way) described in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus as being owned by each of them, free and clear of all liens, encumbrances, security interests, equities, charges or claims, except (i) as described, and subject to the limitations contained, in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, (ii) that arise under or are expressly permitted by the Amended Credit Agreement, (iii) liens or security interests securing indebtedness expressly assumed by the Operating Subsidiaries pursuant to the Transaction Documents or (iv) as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus. All the property described in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus as being held under lease by any Regency Party is held thereby under valid, subsisting and enforceable leases.

     (ee) Rights of Way . Following consummation of the Transactions and at the time of purchase, each of the Partnership Entities will have such consents, easements, rights-of-way, permits or licenses from each person (collectively, “ rights-of-way ”) as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, except for (i) qualifications, reservations and encumbrances as may be set forth in the Prospectus that would not have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, each of the Partnership Entities has, or at the time of purchase following consummation of the Transactions will have, fulfilled and performed, in all material respects, its obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus, none of such

rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

     (ff) Intellectual Property . The Partnership Entities own, or have obtained valid and enforceable licenses for, or other rights to use, the inventions, patent applications, patents, trademarks (both registered and unregistered), tradenames, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses, except where the failure to own, license o