LIMITED PARTNERSHIP OF
REGENCY GP LP
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(this Agreement), dated as of
January ___, 2006, is entered into and executed by Regency GP LLC, a Delaware limited liability
company, as general partner, and Regency Acquisition LLC, a Delaware limited liability company, as
Organizational Limited Partner.
The following definitions shall for all purposes, unless otherwise clearly indicated to the
contrary, apply to the terms used in this Agreement.
Certificate of Limited Partnership means the Certificate of Limited Partnership filed with
the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5
as amended or restated from time to time.
Delaware Act means the Delaware revised Uniform Limited Partnership Act, as amended from
time to time, and any successor to such act.
General Partner means Regency GP LLC, a Delaware limited liability company.
Limited Partner means the Organizational Limited Partner and any other limited partner
admitted to the Partnership from time to time.
Organizational Limited Partner means Regency Acquisition LLC, an Delaware limited liability
Partner means the General Partner or any Limited Partner.
Partnership means Regency GP LP, a Delaware limited partnership.
Percentage Interest means, with respect to any Partner, the percentage of cash contributed
by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to
2.1 Formation. Subject to the provisions of this Agreement, the General Partner and the
Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the
provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby
enter into this Agreement to set forth the rights and obligations of the Partnership and certain
matters related thereto. Except as expressly provided herein to the contrary, the rights and
obligations of the Partners and the administration, dissolution and termination of the Partnership
shall be governed by the Delaware Act.
2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be
conducted under the name of, Regency GP LP.
2.3 Principal Office; Registered Office.
(a) The principal office of the Partnership shall be at 1700 Pacific, Suite 2900, Dallas,
Texas 75201 or such other place as the General Partner may from time to time designate.
(b) The address of the Partnerships registered office in the State of Delaware shall be the
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and the name of the
Partnerships registered agent for service of process at such address shall be the Corporation
2.4 Term. The Partnership shall continue in existence until an election to dissolve the
Partnership by the General Partner.
2.5 Organizational Certificate. A Certificate of Limited Partnership of the Partnership has
been filed by the General Partner with the Secretary of State of the State of Delaware as required
by the Delaware Act. The General Partner shall cause to be filed such other certificates or
documents as may be required for the formation, operation and qualification of a limited
partnership in the State of Delaware and any state in which the Partnership may elect to do
business. The General Partner shall thereafter file any necessary amendments to the Certificate of
Limited Partnership and any such other certificates and documents and do all things requisite to
the maintenance of the Partnership as a limited partnership (or as a partnership in which the
Limited Partners have limited liability) under the laws of Delaware and any state or jurisdiction
in which the Partnership may elect to do business.
2.6 Partnership Interests. Effective as of the date hereof, the General Partner shall have a
0.001% Percentage Interest and the Organizational Limited Partner shall have a 99.999% Percentage
The purpose and business of the Partnership shall be to engage in any lawful activity for
which limited partnerships may be organized under the Delaware Act.
At or around the date hereof, the Organizational Limited Partner contributed to the
Partnership $999.99 in cash and the General Partner contributed to the Partnership $0.01 in cash.
CAPITAL ACCOUNT ALLOCATIONS
5.1 Capital Accounts. The Partnership shall maintain a capital account for each of the
Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue
Code of 1986, as amended (the Code), and as determined by the General Partner as consistent
5.2 Allocations. For federal income tax purposes, each item of income, gain, loss, deduction
and credit of the Partnership shall be allocated among the Partners in accordance with their
Percentage Interests, except that the General Partner shall have the authority to make such other
allocations as are necessary and appropriate to comply with Section 704 of the Code and the
regulations pursuant thereto.
5.3 Distributions. From time to time, but not less often than quarterly, the General Partner
shall review the Partnerships accounts to determine whether distributions are appropriate. The
General Partner may make such cash distribution as it, in its sole discretion, may determine
without being limited to current or accumulated income or gains from any Partnership funds,
including, without limitation, Partnership revenues, capital contributions or borrowed funds;
provided, however, that no such distribution shall be made if, after giving effect thereto, the
liabilities of the Partnership exceed the fair market value of the assets of the Partnership. In
its sole discretion, the General Partner may, subject to the foregoing proviso, also distribute to
the Partners other Partnership property, or other securities of the Partnership or other entities.
All distributions by the General Partner shall be made in accordance with the Percentage Interests
of the Partners.
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to control and manage the
business and affairs of the Partnership shall be vested exclusively in the General Partner; the
Limited Partner shall not have any power to control or manage the Partnership.
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall have no liability under this Agreement except as provided in Article
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up as provided in Section
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without the consent of the
Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents
may be required in connection therewith.
EXCULPATION AND INDEMNITY
10.1 Exculpation. Neither the General Partner nor any affiliate of the General Partner, nor
any officer, director, manager, member, employee, stockholder, or partner of the General Partner or
any of its affiliates, shall be liable, responsible, or accountable in damages or otherwise to the
Partnership or any Partner by reason of, or arising from or relating to the operations, business,
or affairs of, or any action taken or failure to act on behalf of, the Partnership, except to the
extent that any of the foregoing is determined, by a final, nonappealable order of a court of
competent jurisdiction, to have been primarily caused by the gross negligence, willful misconduct,
or bad faith of the person claiming exculpation.
10.2 Indemnity. The Partnership shall indemnify the General Partner, each affiliate of the
General Partner, and each officer, director, stockholder, manager, member, representative of the
management committee and partner of the General Partner or any of its affiliates, and if so
determined by the General Partner each employee of the General Partner or any of its affiliates,
against any claim, loss, damage, liability, or expense (including reasonable attorneys fees, court
costs, and costs of investigation and appeal) suffered or incurred by any such indemnitee by reason
of, or arising from or relating to the operations, business, or affairs of, or any action taken or
failure to act on behalf of, the Partnership, except to the extent any of the foregoing (a) is
determined by final, nonappealable order of a court of competent jurisdiction to have been
primarily caused by the gross negligence, willful misconduct, or bad faith of the person claiming
indemnification or (b) is suffered or incurred as a result of any claim (other than a claim for
indemnification under this Agreement) asserted by the indemnitee as plaintiff against the
Partnership. Unless a determination has been made (by final, nonappealable order of a court of
competent jurisdiction) that indemnification is not required, the Partnership shall, upon the
request of any indemnitee, advance or promptly reimburse such indemnitees reasonable costs of
investigation, litigation, or appeal, including reasonable attorneys fees; provided, however, that
the affected indemnitee shall, as a condition of such indemnitees right to receive such advances
and reimbursements, undertake in writing to repay promptly the Partnership for all such
advancements or reimbursements if a court of competent jurisdiction determines that such indemnitee
is not then entitled to indemnification under this Section 10.2. No Partner shall be
required to contribute capital in respect of any indemnification claim under this Section 10.2
unless otherwise provided in any other written agreement to which such Partner is a party.
10.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited
Partner shall be deemed given if received by it in writing at the principal office of the
Partnership designated pursuant to Section 2.3(a).
10.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.
10.3 Integration. This Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof and supersedes all prior agreements and understandings
10.4 Severability. If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
hereof, or of such provision in other respects, shall not be affected thereby.
10.5 Applicable Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the
Organizational Limited Partner as of January ___, 2006.
Regency GP LLC
||ORGANIZATIONAL LIMITED PARTNER:
Regency Acquisition LLC