exhibit2.htm


    
Exhibit
10.2


    AMENDMENT
AGREEMENT

     

    AMENDMENT
AGREEMENT, dated as of March 4, 2010 (this “Agreement”), among
REGENCY GAS SERVICES LP, a Delaware limited partnership (the “Borrower”), REGENCY
ENERGY PARTNERS LP, a Delaware limited partnership (“Regency MLP”), the
Subsidiary Guarantors party hereto (together with Regency MLP, the “Guarantors”), WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent and Collateral Agent, the lending
institutions with a Commitment under the Fifth Amended and Restated Credit
Agreement (as defined below) (the “Lenders”), WELLS
FARGO SECURITIES LLC, BANC OF AMERICA SECURITIES LLC (“BAS”) and RBS
SECURITIES INC. (“RBS”), as Joint Lead
Arrangers and Joint Bookmanagers for the revolving facility under the Fifth
Amended and Restated Credit Agreement, BANK OF AMERICA, N.A. and THE ROYAL BANK
OF SCOTLAND PLC, as Co-Syndication Agents for the revolving facility under the
Fifth Amended and Restated Credit Agreement, JPMORGAN CHASE BANK, N.A, UBS LOAN
FINANCE LLC and CITIBANK, N.A., as senior managing agents, and MORGAN STANLEY
SENIOR FUNDING INC. and BARCLAYS BANK PLC., as co-documentation
agents.

     

    W
I T N E S S E T H:

     

    WHEREAS,
Borrower, the lending institutions from time to time party thereto as Lenders
(the “Original
Lenders”), UBS AG, Stamford Branch, as administrative agent and
collateral agent for the Original Lenders, UBS Securities LLC, as arranger and
bookmanager, UBS Loan Finance LLC, as swingline lender and certain other agents
entered into that certain Credit Agreement, dated as of December 1, 2004 (the
“Original Credit
Agreement”), pursuant to which the Original Lenders made certain loans
and other extensions of credit to Borrower;

     

    WHEREAS,
Borrower, the Lenders party thereto from time to time, UBS AG, Stamford Branch,
as administrative agent and collateral agent, UBS Securities LLC, as arranger
and bookmanager, UBS Loan Finance LLC, as swingline lender and certain other
agents entered into the first amendment and restatement of the Original
Agreement on July 26, 2005, the second amendment and restatement thereof on
November 30, 2005 and the third amendment and restatement thereof on February 3,
2006;

     

    WHEREAS,
Borrower, the Lenders party thereto from time to time, Wachovia Bank, National
Association, as administrative agent, collateral agent and swingline lender, UBS
Securities LLC and Wachovia Capital Markets, as joint lead arrangers and joint
bookmanagers for the tranche B-1 term loans, Wachovia Capital Markets, Citigroup
Global Markets Inc. and UBS Securities LLC, as joint lead arrangers and joint
bookmanagers for the revolving loans, UBS Loan Finance LLC, as syndication
agent, Citigroup Global Markets Inc., as co-syndication agent for the revolving
loans and certain other agents entered into the fourth amendment and restatement
of the Original Agreement on August 15, 2006 (as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7 and Amendment No. 8 (each as defined in Annex I hereto),
the “Fourth Amended
and Restated Credit Agreement”);

     

    WHEREAS,
the Secured Obligations (as defined in the Fourth Amended and Restated Credit
Agreement, hereinafter the “Original
Obligations”) of Borrower and the other Loan Parties under the Fourth
Amended and Restated Credit Agreement and the other Loan Documents (as defined
in the Fourth Amended and Restated Credit Agreement) are secured by certain
collateral (hereinafter the “Continuing
Collateral”) and are guaranteed or otherwise benefited by the Loan
Documents;

     

    WHEREAS,
the parties hereto wish to, among other things, renew and amend and restate the
Fourth Amended and Restated Credit Agreement in its entirety to effect the
amendments described

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    herein to
create a new Tranche of Revolving Commitments (as defined in Annex I hereto) in
the aggregate principal amount of $895,000,000;

     

    WHEREAS,
the Borrower has requested and certain Revolving Lenders (the “Extending Lenders”)
have agreed to extend the maturity of all or a portion of their Revolving
Commitments and Revolving Loans to the Tranche 2 Revolving Maturity Date, which
commitments and loans shall be deemed to be Tranche 2 Revolving Commitments and
Tranche 2 Revolving Loans, respectively, upon the Fifth ARCA Effective
Date;

     

    WHEREAS,
the Borrower has requested and certain Extending Lenders have agreed to provide
additional Tranche 2 Revolving Commitments (the “Additional
Commitments”) under the Fifth Amended and Restated Credit
Agreement;

     

    WHEREAS,
as of the Fifth ARCA Effective Date there were no Term Loans (as defined in the
Fourth Amended and Restated Credit Agreement) outstanding; and

     

    WHEREAS,
the parties hereto intend that the loans under the Fourth Amended and Restated
Credit Agreement outstanding as of the date hereof (including after giving
effect to the exchange of Loans contemplated by this Agreement) shall be Loans
under and as defined in the Fifth Amended and Restated Credit Agreement attached
hereto as Annex
I on the terms set forth therein.

     

    NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties hereto
hereby agree as follows:

     

    SECTION
1. Definitions.  Unless
otherwise defined or the context otherwise requires, terms for which meanings
are provided in the Fifth Amended and Restated Credit Agreement shall have such
meanings when used in this Agreement.

     

    SECTION
2. Exchange of Loans and
Commitments.

     

    (a) Subject
to and upon the terms and conditions herein and in the Fifth Amended and
Restated Credit Agreement, each Lender with a Revolving Commitment and Revolving
Loans (each as defined in the Fourth Amended and Restated Credit Agreement) who
executes and delivers this Agreement as an “Extending Lender” severally agrees
to exchange all or a portion of its Revolving Commitment and/or Revolving Loans,
as applicable, under the Fourth Amended and Restated Credit Agreement in the
amount specified as their “Existing Lender Extension Commitment” (for all
Lenders, the “Existing
Lender Extension Commitments”) on such Lender’s signature page hereto for
a like principal amount of Tranche 2 Revolving Commitment and/or Tranche 2
Revolving Loans, as applicable, under the Fifth Amended and Restated Credit
Agreement on the Fifth ARCA Effective Date (as set forth on such Lender’s
signature page hereto).

     

    (b) Subject
to and upon the terms and conditions herein and in the Fifth Amended and
Restated Credit Agreement, each Extending Lender who executes and delivers this
Agreement severally agrees to provide an additional Tranche 2 Revolving
Commitment and Tranche 2 Revolving Loans in the amount specified as their
“Additional Commitment” (the “Additional
Commitments” and, together with the Existing Lender Extension
Commitments, the “Total Extension
Commitments”) on such Lender’s signature page hereto, provided that no
Additional Commitments may be made by any Extending Lender unless such Extending
Lender’s Existing Lender Extension Commitment equals the full amount of such
Extending Lender’s Revolving Commitment under the Fourth Amended and Restated
Credit Agreement immediately prior to the Fifth ARCA Effective
Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c) Subject
to and upon the terms and conditions herein and in the Fifth Amended and
Restated Credit Agreement, each Extending Lender severally commits to its
Tranche 2 Revolving Commitment on the Fifth ARCA Effective Date and severally
agrees to make Tranche 2 Revolving Loans under the Fifth Amended and Restated
Credit Agreement on or after the Fifth ARCA Effective Date (as set forth on such
Lender’s signature page hereto);

     

    (d) Borrower
shall pay all accrued and unpaid Commitment Fees payable pursuant to Section 2.05 of the
Fourth Amended and Restated Credit Agreement and interest on the Revolving Loans
(if any) to the lenders with Revolving Commitments under the Fourth Amended and
Restated Credit Agreement to, but not including, the Fifth ARCA Effective Date,
such payment to be made on such date and any breakage loss or expense under
Section 2.13 of
the Fourth Amended and Restated Credit Agreement.  Borrower shall pay
all fees accrued under Section 2.05(c) of
the Fourth Amended and Restated Credit Agreement prior to the Fifth ARCA
Effective Date which shall be payable to the Administrative Agent for
distribution among the Lenders as provided in Section 2.05(c) of
the Fourth Amended and Restated Credit Agreement.  The Fifth ARCA
Effective Date shall be deemed the first day of a new Interest Period under the
Fifth Amended and Restated Credit Agreement with respect to the Revolving Loans
made on the Fifth ARCA Effective Date.

     

    (e) For
avoidance of doubt, holders of Revolving Loans under the Fifth Amended and
Restated Credit Agreement shall be entitled to the same guarantees and security
interests pursuant to the Loan Documents from and after the Fifth ARCA Effective
Date as the holders of Revolving Loans under the Fourth Amended and Restated
Credit Agreement had been entitled immediately prior to the Fifth ARCA Effective
Date.  The Continuing Collateral and the Loan Documents shall continue
to secure, guarantee, support and otherwise benefit the Original Obligations as
well as the other Secured Obligations of Borrower and the other Loan Parties
under the Fifth Amended and Restated Credit Agreement and the other Loan
Documents.

     

    SECTION
3. Amendment and Restatement of
Fourth Amended
and Restated
Credit Agreement.

     

    On the
Fifth ARCA Effective Date, the Fourth Amended and Restated Credit Agreement
shall be, and is hereby, amended and restated in its entirety as set forth in
Annex I hereto
(as set forth in such Annex I, the “Fifth Amended and Restated
Credit Agreement”), and as so amended and restated is hereby ratified,
approved and confirmed in each and every respect by all parties
hereto.  The rights and obligations of the parties to the Fourth
Amended and Restated Credit Agreement with respect to the period prior to the
Fifth ARCA Effective Date shall not be affected by such amendment and
restatement.

     

    SECTION
4. Authorization to Release
Portions of Mortgaged Property.

     

    In
connection with the Mortgage Amendments required under Section 5(f), the
Collateral Agent is authorized hereby to release that portion of Mortgaged
Property containing Buildings (as defined in the applicable Flood Insurance
Regulation) or Manufactured (Mobile) Homes (as defined in the applicable Flood
Insurance Regulation).  The Borrower hereby represents and warrants that
the value of such Buildings or Manufactured (Mobile) Homes is not
material.

     

    SECTION
5. Conditions Precedent to the
Effectiveness of this Amendment.

     

    This
Agreement shall become effective as of the date first written above upon (the
“Fifth ARCA Effective
Date”), and the obligations of the Lenders under the Fifth Amended and
Restated Credit Agreement shall be subject to, the prior or concurrent
satisfaction of each of the conditions precedent set forth in this Section 5
hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a) Executed
Counterparts.  The Administrative Agent shall have received
this Agreement, duly executed by (A) the Required Lenders and (B) each of the
other parties hereto.

     

    (b) Extension
Commitments.  A minimum of $750,000,000 aggregate principal
amount of Total Extension Commitments shall have been provided by Extending
Lenders executing counterparts of this Agreement pursuant to the provisions of
this Agreement.

     

    (c) Officers’
Certificate.  Administrative Agent shall have received a
certificate, dated the Fifth ARCA Effective Date and signed by a Responsible
Officer of the Borrower, confirming compliance with the conditions precedent set
forth in this Section
5 (to the extent satisfaction thereof is not subject to the discretion of
a Secured Party) and Sections 4.02(b) and
(c) of the
Fifth Amended and Restated Credit Agreement.

     

    (d) Financial Statements; Pro
Forma Balance Sheet; Projections.  The Arrangers shall have
received and shall be reasonably satisfied with the form and substance of the
audited financial statements for the fiscal year ended December 31, 2009 and the
forecasts of the financial performance of Regency MLP and its Subsidiaries, pro
forma for the Transactions on an annual basis through the Final Maturity Date
(as defined in Annex I hereto).

     

    (e) Opinions of
Counsel.  The Administrative Agent shall have received (i) a
legal opinion, in form and substance reasonably satisfactory to the
Administrative Agent, from Locke Lord Bissell & Liddell LLP, counsel to
Borrower and (ii) such other opinions of counsel to Borrower as may be
reasonably requested by the Administrative Agent or its counsel.

     

    (f) Real Property
Collateral.  The Collateral Agent shall have
received:

     

    (i) with
respect to each Mortgaged Property encumbered by a Mortgage under the Fourth
Amended and Restated Credit Agreement:

     

    (1) an
amendment thereof (each a “Mortgage Amendment”)
duly executed and acknowledged by the applicable Loan Party, and in form for
recording in the recording office where each such Mortgage was recorded,
together with such certificates, affidavits, questionnaires or returns as shall
be required in connection with the recording or filing thereof under applicable
law, in each case in form and substance reasonably satisfactory to the
Collateral Agent; and

     

    (2) with
respect to each Mortgage Amendment, opinions of local counsel to the Loan
Parties, which opinions (x) shall be addressed to each Agent and each of
the Lenders and be dated the Fifth ARCA Effective Date, (y) shall cover the
enforceability of the respective Mortgage as amended by the Mortgage Amendment
and such other matters incident to the transactions contemplated herein as the
Administrative Agent may reasonably request and (z) shall be in form and
substance reasonably satisfactory to the Agents.

     

    (ii) with
respect to each Mortgaged Property not encumbered by a Mortgage under the Fourth
Amended and Restated Credit Agreement:

     

    (1) a
Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent,
for the benefit of the Secured Parties, duly executed and acknowledged by each
Loan Party that is the owner of or holder of any interest in such Mortgaged
Property, and otherwise in form for recording in the recording office of each
applicable political 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    subdivision
where each such Mortgaged Property is situated, together with such certificates,
affidavits, questionnaires or returns as shall be required in connection with
the recording or filing thereof to create a lien under applicable Requirements
of Law, and such financing statements and any other instruments necessary to
grant a mortgage lien under the laws of any applicable jurisdiction, all of
which shall be in form and substance reasonably satisfactory to Collateral
Agent; and

     

    (2) with
respect to each Mortgaged Property, such consents, approvals, amendments,
supplements, estoppels, tenant subordination agreements or other instruments as
necessary to consummate the Transactions or as shall reasonably be deemed
necessary by the Collateral Agent in order for the owner or holder of the fee or
leasehold interest constituting such Mortgaged Property to grant the Lien
contemplated by the Mortgage with respect to such Mortgaged
Property;

     

    (iii) evidence
reasonably acceptable to the Collateral Agent of payment by Borrower of all
search and examination charges, escrow charges and related charges, mortgage
recording taxes, fees, charges, costs and expenses required for the recording of
the Mortgages and Mortgage Amendments referred to above; and

     

    (iv) with
respect to each Mortgaged Property, each Company shall have made all
notifications, registrations and filings, to the extent required by, and in
accordance with, all Governmental Real Property Disclosure Requirements
applicable to such Mortgaged Property.

     

    (g) Flood
Certificate.  The Administrative Agent shall have received a
certificate, dated the Fifth ARCA Effective Date and signed by a Responsible
Officer of the Borrower, confirming that, as of the Fifth ARCA Effective Date
and after giving effect to the execution and delivery of the Mortgage Amendments
contemplated by Section 5(f), (i) no
Buildings or Manufactured (Mobile) Homes on the Mortgaged Property are
encumbered by a Mortgage and (ii) that none of the Mortgaged Property is (a)
located in a special flood hazard area and (b) required to be covered by
mandatory flood insurance in accordance with the requirements of the Flood
Insurance Regulations.

     

    (h) Representations and
Warranties.  On the Fifth ARCA Effective Date, the
representations and warranties made by Borrower, as they relate to the Loan
Parties at such time, or the Loan Parties in Section 7 and
15 hereof shall
be true and correct in all material respects.

     

    (i) No
Default.  No Default has occurred and is continuing or would
result from the Transactions, including compliance with the covenants set forth
in Section 6.10
of the Fifth Amended and Restated Credit Agreement (for avoidance of doubt,
Regency MLP’s Senior Secured Leverage Ratio on December 31, 2009 shall not
exceed 4.0 to 1.0).

     

    (j) Fees.  The
Administrative Agent shall have received (i) fees for the account of each Lender
in the amounts set forth in the presentation, “Regency Energy Partners Bank
Group Meeting February 1-3, 2010”, distributed to the Lenders on February 2,
2010, with respect to the amount indicated in writing by such Lender on their
signature page hereto as its Additional Commitment required to be paid on the
Fifth ARCA Effective Date (such amount the “Pre-Allocated Commitment
Amount”) to each Lender offering a Pre-Allocated Commitment Amount, (ii)
fees for the account of each Lender equal to 100 basis points with respect to
each Existing Lender Extension Commitment (which fee shall be calculated based
on the difference between such Lender’s Total Extension Commitment less its
Pre-Allocated Commitment Amount (which amount shall be deemed to be zero in the
case of a negative 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    difference))
payable to each Lender extending their commitment in connection with the
Proposed Amendment, (iii) all fees under Section 2 hereof and
(iv) all fees and expenses (including the reasonable fees, disbursements and
other charges of Cahill Gordon & Reindel llp, counsel for the Administrative
Agent) for which invoices have been presented on or prior to the Fifth ARCA
Effective Date.  Lenders who purchase by assignment any Assigned
Interests (as defined in the Master Assignment and Acceptance (as defined
below)) shall be entitled to the fees set forth herein with respect to such
Assigned Interests.

     

    SECTION
6. Post-Closing
Obligations.

     

    (a) Personal Property
Requirements.  Within 30 days of the date hereof, the
Collateral Agent shall have received the certified results of a recent
bankruptcy, tax and judgment lien search in each relevant jurisdiction with
respect to Regency MLP, Borrower and the other Loan Parties, and such search
shall reveal no liens on any of the assets of any of them, except for liens
permitted by the Fifth Amended and Restated Credit Agreement or liens to be
discharged on or prior to the Fifth ARCA Effective Date pursuant to
documentation satisfactory to the Administrative Agent.

     

    SECTION
7. Representations and
Warranties.

     

    On and as
of the Fifth ARCA Effective Date, after giving effect to this Agreement,
Borrower and each Guarantor hereby represent and warrant to the Administrative
Agent and each Lender as follows:

     

    (a) this
Agreement has been duly authorized, executed and delivered by Borrower and each
Guarantor and constitutes the legal, valid and binding obligations of Borrower
and each Guarantor enforceable against Borrower and each Guarantor in accordance
with its terms and the terms of the Fifth Amended and Restated Credit Agreement
and constitutes the legal, valid and binding obligation of Borrower and each
Guarantor enforceable against Borrower and each Guarantor in accordance with its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors’ rights generally;

     

    (b) after
giving effect to this Agreement, neither the modification of the Fourth Amended
and Restated Credit Agreement effected pursuant to this Agreement nor the
execution, delivery, performance or effectiveness of this Agreement and the
Fifth Amended and Restated Credit Agreement:

     

    (i) impairs
the validity, effectiveness or priority of the Liens granted pursuant to any
Loan Document, and such Liens continue unimpaired with the same priority to
secure repayment of all Secured Obligations, whether heretofore or hereafter
incurred; or

     

    (ii) requires
that any new filings be made or other action taken to perfect or to maintain the
perfection of such Liens other than the actions required by Section 6 of this
Agreement.

     

    SECTION
8. No Other Amendments;
References to the Credit Agreement.

     

    Other
than as specifically provided herein or in the Fifth Amended and Restated Credit
Agreement, this Agreement shall not operate as a waiver or amendment of any
right, power or privilege of the Lenders under (and as defined in) the Fourth
Amended and Restated Credit Agreement or any other Loan Document (as such term
is defined in the Fourth Amended and Restated Credit Agreement) or of any other
term or condition of the Fourth Amended and Restated Credit Agreement or any
other Loan 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Document
(as such term is defined in the Fourth Amended and Restated Credit Agreement)
nor shall the entering into of this Agreement preclude the Lenders from refusing
to enter into any further waivers or amendments with respect to the Fifth
Amended and Restated Credit Agreement.  All references to the Fourth
Amended and Restated Credit Agreement in any document, instrument, agreement, or
writing that is a Loan Document shall from and after the Fifth ARCA Effective
Date be deemed to refer to the Fifth Amended and Restated Credit Agreement, and,
as used in the Fifth Amended and Restated Credit Agreement, the terms
“Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and words of similar
import shall mean, from and after the Fifth ARCA Effective Date, the Fifth
Amended and Restated Credit Agreement.

     

    SECTION
9. Headings.

     

    The
various headings of this Agreement used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of,
or be taken into consideration in interpreting, this Agreement.

     

    SECTION
10. Execution in
Counterparts.

     

    This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), including by facsimile or Adobe .pdf file, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract.

     

    SECTION
11. Expenses.

     

    Borrower
agrees to pay promptly (and in any event on the Fifth ARCA Effective Date) after
presentation of an invoice therefor all reasonable out-of-pocket expenses of the
Agents (including the reasonable fees and out-of-pocket expenses of one counsel
to the Agents (and of local counsel, if any, who may be retained by such
counsel)) in connection with the preparation, negotiation, execution and
delivery of this Agreement, the Fifth Amended and Restated Credit Agreement,
each other Loan Document and the documents and transactions contemplated hereby,
including the reasonable fees and disbursements of Cahill Gordon & Reindel
llp, counsel for
the Administrative Agent.

     

    SECTION
12. Cross-References.

     

    References
in this Agreement to any Section are, unless otherwise specified or otherwise
required by the context, to such Section of this Agreement.

     

    SECTION
13. Cooperation; Other
Documents.

     

    At all
times following the execution of this Agreement, the parties hereto shall
execute and deliver to the Lenders and the Agents, or shall cause to be executed
and delivered to the Lenders and the Agents, and shall do or cause to be done
all such other acts and things as the Lenders and the Agents may reasonably deem
to be necessary or desirable to assure the Lenders and the Agents of the benefit
of this Agreement (including the Fifth Amended and Restated Credit Agreement),
the other Loan Documents and each other document relating to this
Agreement.

     

    SECTION
14. Governing
Law.

     

    THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    CONFLICTS
OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER
JURISDICTION.

     

    SECTION
15. Loan Party
Acknowledgments.

     

    (a) Each (i)
Guarantor hereby expressly acknowledges the terms of the Fifth Amended and
Restated Credit Agreement, (ii) Loan Party hereby ratifies and affirms its
obligations under the Loan Documents (including guarantees and security
documents) executed by the undersigned, (iii) Loan Party hereby acknowledges
renews and extends its continued liability under all such Loan Documents to
which it is party and agrees such Loan Documents remain in full force and effect
and (iv) Loan Party agrees that the Security Documents secure all obligations of
Borrower and the Guarantors under the Fifth Amended and Restated Credit
Agreement.

     

    (b) Each
Guarantor hereby reaffirms, as of the Fifth ARCA Effective Date, (i) the
covenants and agreements applicable to it contained in each Loan Document to
which it is a party, including, in each case, such covenants and agreements
applicable to it under the Loan Documents as in effect immediately after giving
effect to this Agreement and the transactions contemplated hereby and thereby,
and (ii) its guarantee of payment of the Secured Obligations pursuant to the
Guarantee and its grant of Liens on the Collateral to secure the Secured
Obligations under the Security Documents.

     

    (c) Each Loan
Party hereby certifies that, as of the date hereof (both before and after giving
effect to the occurrence of the Fifth ARCA Effective Date and the effectiveness
of the Fifth Amended and Restated Credit Agreement), the representations and
warranties made by it contained in the Loan Documents to which it is a party are
true and correct in all material respects with the same effect as if made on the
date hereof, except to the extent any such representation or warranty refers or
pertains solely to a date prior to the date hereof (in which case such
representation and warranty was true and correct in all material respects as of
such earlier date).

     

    (d) Each Loan
Party further confirms that each Loan Document to which it is a party is and
shall continue to be in full force and effect and the same are hereby ratified
and confirmed in all respects.

     

    (e) Each Loan
Party hereby acknowledges and agrees that the acceptance by the Administrative
Agent, each Lender and each other Agent of this document shall not be construed
in any manner to establish any course of dealing on any Agent’s or Lender’s
part, including the providing of any notice or the requesting of any
acknowledgment not otherwise expressly provided for in any Loan Document with
respect to any future amendment, waiver, supplement or other modification to any
Loan Document or any arrangement contemplated by any Loan Document.

     

    SECTION
16. Loan
Document.

     

    For the
avoidance of doubt, this Amendment Agreement is a Loan Document as defined in
the Fifth Amended and Restated Credit Agreement.

     

    SECTION
17. Master Assignment and
Acceptance.

     

    The
Master Assignment and Acceptance, dated as of the date hereof (the “Master Assignment and
Acceptance”), shall be in the form attached as Annex II hereto and the
provisions thereof relating to fees to be paid by the Borrower shall be deemed
incorporated herein.

     

    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Agreement to be duly
executed and delivered as of the date first above written.

    
    

     

    
      	 	 REGENCY GAS
      SERVICES LP
	 	 By: Regency
      OLP GP LLC, its General Partner


    

     

                                                    

     

     

    
      	
               
      

            	
              By:

            	 /s/ Stephen
      L. Arata	 


    

    
      	
               
      

            	
              Stephen
      L. Arata

            


    

    
      	
               
      

            	
              Vice
      President

            


    

     

                            

     

    
    

     

    
      	 	 REGENCY ENERGY
      PARTNERS LP
	 	 By:           Regency
      GP LP, its General Partner
	 	 By:           Regency
      GP LLC, its General Partner


    

     

                                                     

    
      	
            	
              By:

            	 /s/ Stephen
      L. Arata	 


    

    
    

    
      	
               
      

            	
              Stephen
      L. Arata

            


    

    
      	
               
      

            	
              Executive
      Vice President and Chief Financial
Officer

            


    

     

     

     

    
    

     

    
      	 	 REGENCY FIELD
      SERVICES LLC
	 	 REGENCY
      LIQUIDS PIPELINE LLC
	 	 REGENCY GAS
      MARKETING LLC
	 	 REGENCY GAS
      UTILITY LLC
	 	 CDM RESOURCE
      MANAGEMENT LLC
	 	 WGP-KHC,
      LLC



    
      	
               
      

            	
              By:

            	
              FrontStreet Hugoton LLC, its sole
member

            



    
      	 	 FRONTSTREET
      HUGOTON LLC
	 	 REGENCY
      HAYNESVILLE INTRASTATE GAS LLC


    

     

     

     

    


    
      	
               
      

            	
              By:

            	
              Regency Gas Services LP, its sole
member

            


    

    
      	 	
              By:

            	
              Regency OLP GP LLC,

            


    

    
      	 	
              its general partner

            


    

     

    

      	
            	
              By:

            	 /s/ Stephen
      L. Arata	 


    

    
    

    
      	
                

            	 	
              Stephen L. Arata

            


    

    
      	
                

            	 	
              Vice President

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    
      	
               
      

            	
              GULF STATES TRANSMISSION CORPORATION

            


    

    
    

    
      	
                

            	
              PUEBLO MIDSTREAM GAS CORPORATION 

              PUEBLO HOLDINGS,
INC.   

            


    

     

     

     

    
      	
            	
              By:

            	 /s/ Stephen
      L. Arata	 


    

    
    

    
      	
               
      

            	 	
              Stephen
      L. Arata

            


    

    
      	
               
      

            	 	
              Vice
      President

            


    

    


    


    


     

    
      	 	  PALAFOX
      JOINT VENTURE


    

     

                            


    
      	
                

            	
              By:

            	
              Regency Field Services LLC, its
venturer

            


    

    
      	
                

            	
              By:

            	
              Regency Gas Services LP, its sole
member

            


    

    
      	
                

            	
              By:

            	
              Regency OLP GP LLC, its general
partner

            


    

    


                  

    
      	
            	
              By:

            	 /s/ Stephen
      L. Arata	 


      
      

      
        	
                 
      

              	 	
                Stephen
      L. Arata

              


      

      
        	
                 
      

              	 	
                Vice
      President

              




    

                          

    

       

      
        	 	 By:      Regency
      Gas Services LP, its venturer	 
	 	 	 By:   	 Regency OLP GP
      LLC,	 
	 	 	 	  its
      general partner	 


      

       

    

     

            


    
      	
            	
              By:

            	 /s/ Stephen
      L. Arata	 


      
      

      
        	
                 
      

              	 	
                Stephen
      L. Arata

              


      

      
        	
                 
      

              	 	
                Vice
      President

              

                   

        
          
             


          

          
             


            
              

            

          

          
             


          

        




        
          	
                   
      

                	
                  WACHOVIA
      BANK, NATIONAL ASSOCIATION, as 

                      Issuing
      Bank, Swingline Lender, Administrative 

                      Agent
      and Collateral Agent

                   

                   

                  
                    By: _________________________________      

                    Name:

                    Title:

                  

                   

                


        

         

                                

         

         



    

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    By
executing this signature page:

    


    (i) as an
existing Revolving Lender that is an Extending Lender, the undersigned
institution agrees (A) to the terms of the Amendment Agreement and the Fifth
Amended and Restated Credit Agreement, (B) on the terms and subject to the
conditions set forth in the Amendment Agreement and the Fifth Amended and
Restated Credit Agreement, to extend and reclassify its Revolving Commitments
and/or Loans, as applicable, into Tranche 2 Revolving Commitments and/or Loans,
as applicable, in the amount reflected as Existing Lender Extension Commitment
and (C) to provide Additional Commitments for Tranche 2 Revolving Loans in the
amount reflected as Additional Commitments, if any, provided that no
Additional Commitments may be made by an Extending Lender unless such Extending
Lender’s Extension Commitment equals the full amount of such Extending Lender’s
Revolving Commitment under the Fourth Amended and Restated Credit Agreement,
and

    


    (ii) as
an existing Revolving Lender that is not an Extending Lender (any such Lender, a
“Non-Extending
Lender”), the undersigned institution agrees to the terms of the
Amendment Agreement and the Fifth Amended and Restated Credit Agreement, but
not to extend and
reclassify its Revolving Loans and/or Commitments, as applicable, into Tranche 2
Revolving Loans and/or Commitments, as applicable, or add additional Tranche 2
Revolving Loans.

    


    
      


      Name of
Lender:____________________________________________________________________

      


    

    


    
      	  
	 
      	 
      	
              Existing
      Amount

            	
              Extended
      Amount

            
	
              Existing
      Lender Extension Commitment

            	
               

              _______________

            	
               

              _______________

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Additional
      Commitment Amount

            
	
              Additional
      Commitment

            	
               

              _______________

            	 
      
	 
      	 
      	 
      	 
      


    

    Executing
  as an Extending
  Lender:

         by

              ___________________________________

                  Name:

                  Title:

     

    For any
  Institution requiring a second signature line:

         by

              ___________________________________

                  Name:

                  Title:

     

    
    

    	 
      	 
      	
            Existing
      Amount

          	
            Extended
      Amount

          
	
            Existing
      Lender Extension Commitment

          	
             

            _______________

          	
             

            _______________

          
	 
      	 
      	 
      	 
      
	 
      	 
      	
            Additional
      Commitment Amount

          
	
            Additional
      Commitment

          	
             

            _______________

          	 
      
	 
      	 
      	 
      	 
      


 
 
 

    Executing
as a Non-Extending
Lender:

         by

              ___________________________________

                  Name:

                  Title:

     

    For any
Institution requiring a second signature line:

         by

              ___________________________________

                  Name:

                  Title: