0001140361-08-004561 Sample Contracts

Contract
Amendment Agreement • February 19th, 2008 • Regency Energy Partners LP • Crude petroleum & natural gas • New York

AMENDMENT AGREEMENT NO. 5 to Credit Agreement (as defined below) and AMENDMENT AGREEMENT NO. 1 to Security Agreement (as defined below) dated as of February 13, 2008 (this “Amendment”), with respect to (i) the Fourth Amended and Restated Credit Agreement dated as of August 15, 2006, as amended by a first amendment dated as of June 15, 2007, as further amended by a second amendment dated as of June 29, 2007, as further amended by a third amendment dated as of September 28, 2007 and as further amended by a fourth amendment dated as of January 15, 2008 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among REGENCY GAS SERVICES LP, a Delaware limited partnership, REGENCY ENERGY PARTNERS LP, a Delaware limited partnership, the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC (“UBSS”) and WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Capital Markets”), as joint lead arrangers and joint bookmanagers for the Tranche B-1

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