0000950134-06-018107 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LP
Regency Energy Partners LP • September 22nd, 2006 • Crude petroleum & natural gas • Delaware

This Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP (this “Amendment”), dated as of September 21, 2006, is entered into and effectuated by Regency GP LP, a Delaware limited partnership, as the General Partner, pursuant to authority granted to it in Section 5.6 of the Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP, dated as of February 3, 2006, and as amended by Amendment No. 1 thereto, dated as of August 15, 2006 (the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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REGISTRATION RIGHTS AGREEMENT Dated as of September 21, 2006 BY AND AMONG REGENCY ENERGY PARTNERS LP AND KAYNE ANDERSON MLP INVESTMENT COMPANY LEHMAN BROTHERS MLP PARTNERS, L.P. GPS INCOME FUND LP GPS HIGH YIELD EQUITIES FUND LP GPS INCOME FUND...
Registration Rights Agreement • September 22nd, 2006 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2006, by and among Regency Energy Partners LP, a Delaware limited partnership (“Regency”), and Kayne Anderson MLP Investment Company (“Kayne”), Lehman Brothers MLP Partners, L.P. (“Lehman”), RCH Energy MLP Fund, LP (“RCH”) and GPS Income Fund LP, GPS High Yield Equities Fund LP, and GPS Income Fund (Cayman) Ltd (“GPS”) (each of Kayne, Lehman, RCH and GPS a “Purchaser” and collectively, the “Purchasers”).

CLASS C UNIT PURCHASE AGREEMENT BY AND AMONG REGENCY ENERGY PARTNERS LP AND KAYNE ANDERSON MLP INVESTMENT COMPANY LEHMAN BROTHERS MLP PARTNERS, L.P. GPS INCOME FUND LP GPS HIGH YIELD EQUITIES FUND LP GPS INCOME FUND (CAYMAN) LTD AND RCH ENERGY MLP...
Class C Unit Purchase Agreement • September 22nd, 2006 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas

CLASS C UNIT PURCHASE AGREEMENT, dated as of September 21, 2006 (this “Agreement”), by and among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”), and each of the entities listed on Exhibit A (individually, a “Purchaser” and collectively, the “Purchasers”).

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