TABLE OF CONTENTS

								Page
Section 1.						Definitions			1
Section 2.						Exchange Offer			4
Section 3.						Shelf Registration			7
Section 4.						Additional Interest			8
Section 5.						Registration Procedures			10
Section 6.						Registration Expenses			18
Section 7.						Indemnification			19
Section 8.						Rules 144 and 144A			22
Section 9.						Underwritten Registrations			22
Section 10.						Miscellaneous			22
			(a	)		No Inconsistent Agreements			22
			(b	)		Adjustments Affecting Registrable Notes			23
			(c	)		Amendments and Waivers			23
			(d	)		Notices			23
			(e	)		Guarantors			24
			(f	)		Successors and Assigns			24
			(g	)		Counterparts			24
			(h	)		Headings			24
			(i	)		Governing Law			24
			(j	)		Severability			25
			(k	)		Securities Held by the Regency Parties or Their Affiliates			25
			(l	)		Third-Party Beneficiaries			25
			(m	)		Entire Agreement			25
SIGNATURES									S-1

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REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this Agreement) is dated as of December 12, 2006, by and among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (the Company), REGENCY ENERGY FINANCE CORP., a Delaware corporation (Finance Corp. and together with the Company, the Issuers), and each of the Guarantors (as defined herein) (the Issuers and the Guarantors are referred to collectively herein as the Regency Parties), on the one hand, and UBS SECURITIES LLC (the Representative) and CITIGROUP GLOBAL MARKETS INC, J.P. MORGAN SECURITIES INC., LEHMAN BROTHERS INC. AND WACHOVIA CAPITAL MARKETS, LLC (together with the Representative, the Initial Purchasers), on the other hand.

          This Agreement is entered into in connection with the Purchase Agreement, dated as of December 7, 2006, by and among the Regency Parties and the Initial Purchasers (the Purchase Agreement), relating to the offering of $550,000,000 aggregate principal amount of 8 3/8% Senior Notes due 2013 of the Company (including the guarantees thereof by the Guarantors, the Notes). The execution and delivery of this Agreement is a condition to the Initial Purchasers obligation to purchase the Notes under the Purchase Agreement.

          The parties hereby agree as follows:

     Section 1. Definitions

          As used in this Agreement, the following terms shall have the following meanings:

          action shall have the meaning set forth in Section 7(c) hereof.

          Additional Interest shall have the meaning set forth in Section 4(a) hereof.

          Advice shall have the meaning set forth in Section 5 hereof.

          Additional Interest Payment Date shall have the meaning set forth in Section 4(b) hereof.

          Agreement shall have the meaning set forth in the first introductory paragraph hereto.

          Applicable Period shall have the meaning set forth in Section 2(b) hereof.

          Board of Directors shall have the meaning set forth in Section 5 hereof.

          Business Day shall mean a day that is not a Legal Holiday.

          Company shall have the meaning set forth in the introductory paragraph hereto and shall also include the Companys permitted successors and assigns.

          Commission shall mean the Securities and Exchange Commission.

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          day shall mean a calendar day.

          Delay Period shall have the meaning set forth in Section 5 hereof.

          Effectiveness Period shall have the meaning set forth in Section 3(b) hereof.

          Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

          Exchange Notes shall have the meaning set forth in Section 2(a) hereof.