AMENDMENT AGREEMENT NO. 6 AND WAIVER

           AMENDMENT AGREEMENT NO. 6 AND WAIVER dated as of May 9, 2008 (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 and as further amended by a fifth amendment dated as of February 13, 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.   On January 18, 2008, Regency Field Services LLC, a subsidiary of the Borrower, entered into a limited liability company agreement with Edwards Gas Services, LLC pursuant to which Regency Field Services LLC owns a 60% interest in Edwards Lime Gathering LLC.

B.  The Borrower has requested that the Administrative Agent and Required Lenders agree to amend certain provisions of the Credit Agreement to provide that Edwards Lime Gathering LLC is a Joint Venture rather than a Subsidiary.

C. The Administrative Agent and Required Lenders are willing so to agree and to amend certain provisions of the Credit Agreement pursuant to the terms and subject to the conditions set forth herein.

D.  The Borrower has requested that the Administrative Agent and Required Lenders agree to waive a provision of the Credit Agreement as set forth herein.

E.  The Administrative Agent and Required Lenders are willing to so agree and to waive a provision of the Credit Agreement 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 .