SECOND AMENDMENT TO OPERATION AND SERVICE AGREEMENT

This Second Amendment to Operation and Service Agreement (this “Second Amendment”) is entered into and effective as of this 30th day of April, 2013, by and among La Grange Acquisition, L.P. d/b/a Energy Transfer Company (“Operator”), Regency GP LP (the “General Partner”), Regency Energy Partners LP (the “Partnership”) and Regency Gas Services LP (“Owner”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

Operator, the General Partner, the Partnership and Owner (collectively “the Parties”) are parties to that certain Operation and Service Agreement, dated May 19, 2011, as amended November 1, 2011 (as amended, the “Agreement”), covering the operation of certain assets owned by Owner; and

The Parties desire to amend the Agreement as set forth below;

THEREFORE, for and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.3     Description of the Facilities. Subject to the terms hereof, the facilities covered by this Agreement are more particularly identified in Schedule 1.3(A) (the facilities, the personalty, fixtures and real property associated therewith are referred to herein as, individually, a “Facility” and collectively, the “Facilities,” and the real property on which such personalty and fixtures are located may be singularly referred to as the “Premises”). Upon mutual agreement of the parties, other facilities and premises may be added to the terms of this Agreement. It is understood and agreed by the parties that the Facilities subject to this Agreement exclude Third Party Operator Assets and Owner-Operated Assets as defined and described in Schedule l.3(A). Title to, and ownership of, the Facilities and Premises shall remain vested in Owner, Owner’s subsidiary(ies) or Owner’s lessee(s), as applicable. Title to any new Facility or Premises or improvement or replacement to any existing Facility which is obtained or constructed pursuant to this Agreement, and with particularity Article 4, shall vest automatically in Owner, Owner’s subsidiary(ies) or Owner’s lessee(s), as applicable, without any other action necessary hereunder.

  

Except as amended by this Second Amendment, the Agreement shall remain unmodified and in full force and effect.

This Second Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of Texas, without giving effect to the conflicts of law provisions or rules (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

This Second Amendment may be executed by facsimile signatures and such signatures shall be deemed binding for all purposes hereof without delivery of an original signature being thereafter required. This Second Amendment may be executed in one or more counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same documents.

LA GRANGE ACQUISITION, L.P.,

dba Energy Transfer Company

By: LA GP, LLC, its general partner

By: /s/ Martin Salinas, Jr.        

Name: Martin Salinas, Jr.        

Title:                     

REGENCY GAS SERVICES LP

By: Regency OLP GP LLC, its general partner

By: Thomas E. Long            

Name: Thomas E. Long            

Title: Vice President            

REGENCY ENERGY PARTNERS LP

By: Regency GP LP, its general partner

By: Regency GP LLC, its general partner

By: /s/ Thomas E. Long            

Name: Thomas E. Long            

Title: EVP, CFO & Secretary        

REGENCY GP LP

By: Regency GP LLC, its general partner

By: /s/ Thomas E. Long            

Name: Thomas E. Long            

Title: EVP, CFO & Secretary