EXHIBIT A Facility Constructionand Reimbursement Agreement Between Regency Intrastate Gas LP ("RIGS")and E&Pco, LLC ( "E&Pco") RESPONSIBILITY MATRIX

2001 Bryan Street

Suite 3700

Dallas, Texas 75201

www .regenyenergy.com

January 25, 2010

Osman Kaldirim, Jr.

E&Pco, LLC

2500 Tanglewilde

Suite 260

Houston, Texas 77063

Dear Mr.Kaldirim:

This Facility Agreement shall indicate the mutual agreement of Regency Intrastate Gas LP ('RIGS"), and E&Pco, LLC ("E&Pco") to install a tap, valve and metering facilities for the receipt of gas by RIGS from E&Pco under the following terms and conditions:

If E&Pco materially fails to comply with any provision of this Agreement (excluding by reason of force majeure), then RIGS shall have the right, upon reasonable notification to E&Pco and subject to any necessary regulatory authorizations , to suspend the flow of gas through the Facilities. E&Pco shall reimburse RIGS for any costs incurred as a result of such suspension, and for reestablishing the flow of gas through the Facilities. RIGS shall not be required to resume gas flow through the Facilities until E&Pco has corrected, in RIGS's reasonable judgment , the area(s) of noncompliance with this Agreement.

Workers' Compensation insurance with statutory limits in compliance with all applicable state and federal laws having jurisdiction over each employee and Employer's Liability insurance with limits of $1,000,000 each accident, $1,000,000 disease each employee and $1,000,000 disease policy limit.

Commercial General Liability insurance on an occurrence form with a combined single limit of $1,000,000 each occurrence and annual aggregates of $1,000,000, for bodily injury and property damage, including coverage for contractual liability, independent contractors, broad form property damage, products/completed operations and explosion, collapse and underground.

Automobile Liability insurance with a combined single limit of $1,000,000 each occurrence for bodily injury and property damage to include coverage for all owned, non-owned and hired vehicles.

Excess or Umbrella Liability insurance with a combined single limit of $1,000,000 each occurrence, and annual aggregates of $1,000,000 for bodily injury and property damage covering excess of Employer's Liability, General Liability, and Automobile Liability insurance described above.

In each policy of the above-described insurance, E&Pco, with respect to its obligations, agrees to waive and will require its insurers to waive any rights of subrogation or recovery they may have against RIGS.

E&Pco agrees to submit a certificate(s) of insurance evidencing compliance with the insurance requirements set forth in this article.

The term "force majeure" as employed herein shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of .the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrests and restraints of governments and people, civil disturbances, explosions, breakage or accident to natural gas processing and/or treating facilities, wells, machinery or lines of pipe, the necessity for making repairs or alterations to wells, equipment or lines of pipe, freezing of wells or lines of pipe, or any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming suspension, and which by the exercise of reasonable diligence, such Party is unable to prevent or overcome. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party experiencing the strike or lockout.

If you are in agreement with the foregoing please so indicate by signing and returning one copy of this Facility Construction and Reimbursement Agreement along with payment of the Estimate.

Sincerely,

REGENCY INTRASTATE GAS LP

By: RIGS GP LLC, its general partner

By: RIGS Haynesville Partnership Co., its sole member

L. Patric

Executive Vice President         

Agreed To and Accepted

This 26 day of January, 2010

E&Pco, LLC

EXHIBIT A

Facility Construction and Reimbursement Agreement

Between

Regency Intrastate Gas LP ("RIGS") and E&Pco, LLC ( "E&Pco")

RESPONSIBILITY MATRIX

SPECIAL PROVISIONS ATTACHED TO AND FORMING PART OF THE BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS

Dated November 20, 2009

By and between

Regency Gas Marketing LLC

And

E & P Co.,., LLC

Regency Gas Marketing LLC and E & P Co., LLC hereby agree to amend the Base Contract for Sale and Purchase of Natural Gas referenced above to incorporate t17e modifications set forth below.

Section 1.        PURPOSES AND PROCEDURES

Section 1.2 is amended by replacing the first two sentences with the following:

'Theparties will use the following Transaction Confirmation procedure . Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation or a conversation using an instant messenger program ("JM Conversation"}, with the offer and acceptance constituting the agreement of the parties. "

Section 1.2 is further amended by add the word "in writing;" in the last sentence after the words "both parties" and before "provided" so that the sentence reads:

"such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties in writing; provided that the foregoing shall not invalidate any transaction agreed to by the parties ."

Section 7        BILLING, PAYMENT,AND AUDIT

Section 7.5 is deleted in its entirety and replaced by the following:

"If the invoiced party fails to remit the full amount payable when due, a late fee shall be assessed on the unpaid portion and shall accrue from the date due until the date of payment in an amount equal to the then standard rate applied by Regency Gas Marketing LLC. 11

Section 10.        FINANCIAL RESPONSIBILITY

Section 10.1is hereby amended by (i) adding the word "or" in the second sentence, after the comma following the word "prepayment'' and before "a security interest'', and is further amended by deleting the final two sentences of the paragraph so that it reads:

"If either party ( "X ") has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party ("Y") (including, without limitation, the occurrence of a material change in the creditworthiness of Y or its

Guarantor, if applicable}, X may demand Adequate Assurance of Performance. 'Adequate Assurance of Performance ' shall mean sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to X, including, but not limited to cash, a standby irrevocable letter of credit, a prepa yment, or a security interest in an asset or guaranty. 11

Section 10.2 (vii) is amended by removing the words "but at least one Business Day" from the sentence, and by replacing the words "48 hours" with "72 hours" :

 “fail to give Adequate Assurance of Performance under Sect.ion 10.1 within 72 hours of a written request by the other party;"

Section 10.3.1is amended by deleting the final sentence and replacing it with the following sentence :

"The discount rate used in calculating net present value shall be determined by the Non Defaulting Party in a commercially reasonable manner.11

Section 10.4 is hereby amended by deleting the last sentence of the paragraph and replacing it with the following:

"Latefees on any unpaid portion of the Net Settlement Amount as adjusted by setoffs, shall accrue from the date due until the date of payment in an amount equal to the then standard rate ap plied by Regency Gas Marketing LLC."

Section 11.        FORCE MAJEURE

Section 11.3 (iv) is hereby amended by deleting subsection (iv) in its entirety and replacing it with the following:

"(iv) the loss of Buyer's market(s) or Buyer's inability to use or resell Gas purchased hereunder, except, in either case, as a result of events that qualify as a Force Majeure as provided in Section 11.2; or''

Section 11.3(v) is hereby amended by deleting subsection (v) in its entirety and replacing it with the following :

"(v) the loss orfailure of Seller's gas supply or depletion of reserves, except, in either case, as a result of events that qualify as a Force Majeure as provided in Section 11.2.11

Section 12.        TERM

Section 12 is hereby amended by replacing the number "30" with the number "60" so the sentence reads as follow :

"This Contract may be terminated on 60 Day's written Notice, but shall remain in effect until the expiration of the latest Delivery Period of any transaction(s)."

Regency Gas Marketing LLC

By: Regency Gas Services LP, its sole member

By: Regency OLP GP LLC, its general partner