AMENDMENT NO. 5 TO
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP
OF
REGENCY ENERGY PARTNERS
LP
This Amendment No. 5 (this “
Amendment No. 5 ”) to the Amended and
Restated Agreement of Limited Partnership (as amended, the “
Partnership Agreement ”) of Regency Energy
Partners LP (the “ Partnership ”) is
hereby adopted effective as of January 1, 2007, by Regency GP LP, a
Delaware limited partnership (the “ General
Partner ”), as general partner of the
Partnership. Capitalized terms used but not defined
herein are used as defined in the Partnership Agreement.
WHEREAS , the General Partner desires to amend the
Partnership Agreement to make certain adjustments to certain
allocation provisions and the definitions related thereto;
and
WHEREAS , acting pursuant to the power and authority
granted to it under Section 13.1(d) of the Partnership
Agreement, the General Partner has determined that the following
amendment to the Partnership Agreement does not require the
approval of any Limited Partner.
NOW THEREFORE , the General Partner does hereby amend the
Partnership Agreement as follows:
(a) Section
1.1 is hereby amended to add or amend and restate the following
definitions, each of which shall be and read in its entirety as
follows:
(i) “
Disposed of Adjusted Property ” has the meaning
assigned to such term in Section 6.1(d)(xii)(B).
(ii) “
Net Termination Gain ” means, for any taxable year,
the sum, if positive, of all items of income, gain, loss or
deduction recognized by the Partnership (a) after the Liquidation
Date or (b) upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the
determination of Net Termination Gain shall be determined in
accordance with Section 5.5(b) and shall not include any items of
income, gain or loss specially allocated under Section
6.1(d).
(iii) “
Net Termination Loss ” means, for any taxable year,
the sum, if negative, of all items of income, gain, loss or
deduction recognized by the Partnership (a) after the Liquidation
Date or (b) upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the
determination of Net Termination Loss shall be determined in
accordance with Section 5.5(b) and shall not include any items of
income, gain or loss specially allocated under Section
6.1(d).
(b) Section 5.5(d)
is hereby amended and restated in its entirety as
follows:
(i) In
accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
on an issuance of additional Partnership Interests for cash or
Contributed Property, the issuance of Partnership Interests as
consideration for the provision of services or the conversion of
the General Partner’s Combined Interest to Common Units
pursuant to Section 11.3(b), the Capital Accounts of all Partners
and the Carrying Value of each Partnership property immediately
prior to such issuance shall be adjusted upward or downward to
reflect any Unrealized Gain or Unrealized Loss attributable to such
Partnership property, as if such Unrealized Gain or Unrealized Loss
had been recognized on an actual sale of each such property for an
amount equal to its fair market value immediately prior to such
issuance and had been allocated to the Partners at such time
pursuant to Section 6.1(c) in the same manner as any item of gain
or loss actually recognized following an event giving rise to the
dissolution of the Partnership would have been allocated. In
determining such Unrealized Gain or Unrealized Loss, the aggregate
cash amount and fair market value of all Partnership assets
(including cash or cash equivalents) immediately prior to the
issuance of additional Partnership Interests shall be determined by
the General Partn
