AMENDMENT AGREEMENT NO. 7 dated as of February 26, 2009 (this ?Amendment?), with respect to the Fourth Amended and Restated Credit Agreement

Exhibit 10.5

EXECUTION VERSION

     AMENDMENT AGREEMENT NO. 7 dated as of February 26, 2009 (this “ Amendment ”), with respect to 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, as further amended by a fourth amendment dated as of January 15, 2008, as further amended by a fifth amendment dated as of February 13, 2008 and as further amended by a sixth amendment and waiver dated as of May 9, 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 Term Loans, WACHOVIA CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. (“ CGMI ”) and UBSS, as joint lead arrangers and joint bookmanagers for the Revolving Loans, WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders and as collateral agent for the Secured Parties (in such capacity, the “ Collateral Agent ”), as issuing bank and swingline lender, UBS LOAN FINANCE LLC, as syndication agent for the Loans, CGMI, as co-syndication agent for the Revolving Loans and FORTIS CAPITAL CORP., JPMORGAN CHASE BANK, N.A., THE ROYAL BANK OF SCOTLAND PLC and MORGAN STANLEY BANK, as co-documentation agents.

     A. Borrower has informed the Lenders of its planned midstream infrastructure development in the Haynesville Shale region of Western Louisiana (the “ Haynesville Project ”).

     B. Regency Intrastate Gas LLC, a Delaware limited liability company (“ RIGS ”), is a direct Subsidiary of Borrower and owns an intrastate gas pipeline that operates under Section 311 of the Natural Gas Policy Act, and such pipeline and the membership interests in RIGS constitute a portion of the North Louisiana Assets (as defined in the Credit Agreement).

     C. Borrower desires (i) to form or cause to be formed a joint venture with General Electric Capital Corporation or an Affiliate thereof (“ GE EFS ”) and a third party (such joint venture, the “ RIGS Holdings Joint Venture ”), (ii) to contribute its membership interests in RIGS to the RIGS Holdings Joint Venture and (iii) for the RIGS Holdings Joint Venture to undertake the Haynesville Project.

     D. Borrower has requested that the Administrative Agent and Required Lenders amend certain provisions of the Credit Agreement as set forth herein.

     E. The Administrative Agent and Required Lenders are willing so to agree pursuant to the terms and subject to the conditions set forth herein.

     F. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

     In consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

     SECTION 1. Amendments to the Credit Agreement .

     (a)  Section 1.01 of the Credit Agreement shall be amended as follows:

““ Alternate Base Rate ” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greatest of (a) the Base Rate in effect on such day , (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Adjusted LIBOR Rate for a borrowing with a one-month Interest Period plus 1.50% . If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the (i) Federal Funds Effective Rate or (ii) the Adjusted LIBOR Rate, in each case, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to (x) clause (b) of the preceding sentence in the case of clause (i) in this sentence and (y) clause (c) of the preceding sentence in the case of clause (ii) in this sentence, in each case, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate, the Federal Funds Effective Rate or the Adjusted LIBOR Rate shall be effective on the effective date of such change in the Base Rate, the Federal Funds Effective Rate or the Adjusted LIBOR Rate, respectively.”;

(x) amending and restating the table therein in its entirety to read as follows:

(y) each reference therein to “Amendment Effective Date” shall be replaced with the phrase “Amendment No. 7 Effective Date”; and

(z) the following sentence shall be added at the end thereof: “Notwithstanding anything set forth in this definition, if the Total Leverage Ratio is in Level III or Level IV prior to December 31, 2009, the Total Leverage Ratio shall be deemed to be in Level II.”;

(x) the first table in the definition of “Applicable Margin” shall be amended and restated in its entirety to read as follows:

(y) each reference therein to “Amendment Effective Date” shall be replaced with the phrase “Amendment No. 7 Effective Date”; and

(z) the following sentence shall be added at the end thereof: “Notwithstanding anything set forth in this definition, if the Total Leverage Ratio is in Level III or Level IV prior to December 31, 2009, the Total Leverage Ratio shall be deemed to be in Level II.”;

(w) deleting, in clause (e) thereof, the reference to “Debt Issuance” and replacing it with “issuance of Indebtedness pursuant to Section 6.01(j) ”;

(x) deleting, in the penultimate paragraph thereof, the clause “; provided that the aggregate pro forma additions attributable thereto shall not exceed 15% of Consolidated EBITDA before giving effect to any such addition”; and

(y) inserting, before the last paragraph thereof, the following paragraph:

“Consolidated EBITDA shall be increased by, without duplication, the amount of any applicable Haynesville EBITDA Adjustments applicable to such period; provided that the aggregate pro forma additions attributed to Haynesville EBITDA Adjustments and to Material Projects shall be limited to an amount equal to 20% of Consolidated EBITDA for each period through and including that ended on December 31, 2009 and 15% of Consolidated EBITDA for each period ending thereafter, in each case before giving effect to any such additions but calculated on a Pro Forma Basis as referenced in the paragraph immediately below.”;

(x) deleting “Edwards Lime Gathering LLC shall not” from the last sentence thereof and replacing it with “neither Edwards Lime Gathering LLC nor the RIGS Holdings Joint Venture shall”; and

(z) inserting, immediately preceding the period at the end thereof, “(except, with respect to the RIGS Holdings Joint Venture, as shall be otherwise expressly set forth herein)”; and

““ Total Leverage Ratio ” shall mean, at any date of determination, the ratio of (i) the sum of (1) Consolidated Funded Indebtedness on such date plus (2) the product of RIGS Consolidated Funded Indebtedness on such date multiplied by the RIGS Holdings JV Ownership Percentage to (ii) Consolidated EBITDA for the Test Period then most recently ended.”.

     (b)  Section 2.07 of the Credit Agreement shall be amended as follows:

“(a) Termination of Commitments . The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. In the event that the RIGS Holdings Joint Venture makes any JV Distribution, the Revolving Commitments shall be permanently reduced in an amount equal to the product of the amount of such JV Distribution multiplied by the RIGS Holdings JV Ownership Percentage.”; and

     (c)  Section 2.19(c)(iii) of the Credit Agreement shall be amended by inserting, immediately following “shall be”, the phrase “no earlier than”.

     (d)  Section 5.01 of the Credit Agreement shall be amended by:

     (e)  Section 5.11(b) of the Credit Agreement shall be amended by inserting, immediately following “Joint Venture”, “; provided that for the purposes of Section 5.11(b)(i) , the RIGS Holdings Joint Venture shall be deemed to be a Subsidiary to the extent of Borrower’s equity ownership interest therein and Borrower’s equity ownership interest thereof shall be pledged as provided in Section 5.1 of the Security Agreement”;

     (f)  Section 6.04(i) of the Credit Agreement shall be amended and restated in its entirety as follows:

“(i) Investments made by Borrower or any Subsidiary in (i) the RIGS Holdings Joint Venture, consisting of (A) the contribution of the RIGS Assets and (B) other Investments in an aggregate amount not to exceed $135.0 million during the existence of this Agreement; provided , that the amounts permitted as Investments pursuant to clause (B) hereof (x) shall be reduced on a dollar-for-dollar basis by the RIGS Permitted Investment Offset Amount (it being understood that the amount of such reduction shall not exceed $135.0 million) and (y) shall only be permitted so long as, after giving effect to any such Investment, Borrower shall have available at least $100 million in unfunded Revolving Commitments hereunder (after reduction for outstanding Letters of Credit) and, on a pro forma basis, the Total Leverage Ratio shall be at least 0.50x lower than the then-applicable covenant level set forth in Section 6.10(a) , the Consolidated Interest Coverage Ratio shall

be at least 0.50x greater than the then-applicable covenant level set forth in Section 6.10(b) and the Senior Secured Leverage Ratio shall be at least 0.50x lower than the then-applicable covenant level set forth in Section 6.10(c) ; and (ii) Joint Ventures (other than the RIGS Holdings Joint Venture) in an aggregate amount for all such Joint Ventures (other than the RIGS Holdings Joint Venture) not to exceed $20.0 million during the existence of this Agreement;”

     (g)  Section 6.08 of the Credit Agreement shall be amended by:

     (h)  Section 6.09 of the Credit Agreement shall be amended by deleting, at the end of clause (b) thereof, “and (f) ”; and replacing it with “, (f) and (i) ”.

     (i)  Section 6.10 of the Credit Agreement shall be amended by:

“(a) Maximum Total Leverage Ratio . Permit the Total Leverage Ratio, for the last day of any Test Period, to exceed 5.25 to 1.0.”; and

“(c) Maximum Senior Secured Leverage Ratio . Permit the Senior Secured Leverage Ratio for the last day of any Test Period (i) ending up to and including December 31, 2009, to exceed 4.00 to 1.0, (ii) ending thereafter through and including June 30, 2010, to exceed 3.75 to 1.00 and (iii) ending at any time thereafter to exceed 3.50 to 1.00.”.

     (j)  Section 6.16 of the Credit Agreement shall be amended and restated in its entirety as follows:

“ Section 6.16 Permitted RIGS Holdings Joint Venture Indebtedness .

Permit the RIGS Holdings Joint Venture to incur, create, assume or permit to exist, directly or indirectly, any preferred equity interests or Indebtedness for borrowed money prior to the Haynesville Actual Completion Date.

     (k) the following shall be added to Article VI of the Credit Agreement as a new Section 6.21:

“ Section 6.21 Regency Haynesville Permitted Business . Cause or permit Regency Haynesville to enter into any business or hold any assets except for holding the Equity Interests of the RIGS Holdings Joint Venture and activities incidental thereto.”

     (l) the following defined terms shall be added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

(a) prior to the Haynesville Actual Completion Date (and including the fiscal quarter in which the Haynesville Actual Completion Date occurs), an amount to be approved by the Administrative Agent, in its reasonable judgment, as the projected Consolidated EBITDA attributable to the Haynesville Project (such amount to be the product of (1) the difference between (a) the projected revenues from reservation charges under the Firm Transportation Agreements, taking into account the ability of the producers to perform under the Firm Transportation Agreements, and (b) projected operating and general administrative expenses of the Haynesville Project multiplied by (2) the then-current completion percentage of the Haynesville Project to be based upon the capital expenditures expended on the Haynesville Project multiplied by (3) the RIGS Holdings JV Ownership Percentage), which amount shall be added to actual Con solidated EBITDA for the Reporting Entity and its Subsidiaries for the fiscal quarter in which construction of the Haynesville Project commences and for each fiscal quarter thereafter until the Haynesville Actual Completion Date (and including the fiscal quarter in which the Haynesville Actual Completion Date occurs, but net of any actual

Consolidated EBITDA attributable to the Haynesville Project following the Haynesville Actual Completion Date); provided that if construction of the Haynesville Project is not completed by the scheduled completion date, then the foregoing amount shall be reduced, for quarters ending after the scheduled completion date to (but excluding) the first full quarter after the Haynesville Actual Completion Date, by the following percentage amounts depending on the period of delay for completion (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not longer than 180 days, 50% and (iii) longer than 180 days, 100%; and

(b) for the first full fiscal quarter following the Haynesville Actual Completion Date, for the first two full fiscal quarters following the Haynesville Actual Completion Date, and for the first three full fiscal quarters following the Haynesville Actual Completion Date, an amount equal to the product of actual Consolidated EBITDA attributable to the Haynesville Project for such first full fiscal quarter times four, such first two fiscal quarters times two, and such first three full fiscal quarters times four-thirds, respectively, multiplied by the RIGS Holdings JV Ownership Percentage.

Notwithstanding the foregoing, no such additions shall be allowed with respect to the Haynesville Project unless: