exv10w1






Exhibit 10.1




     AMENDMENT AGREEMENT NO. 1 dated as of May 26, 2010 (this “Amendment”), with respect to the
Fifth Amended and Restated Credit Agreement dated as of March 4, 2010 (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, WELLS FARGO BANK, N.A. (as successor
to 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”), WELLS FARGO BANK, N.A. and Bank of America, as issuing banks
(each in such capacity, the “Issuing Bank”), WELLS FARGO BANK, N.A. (as successor to Wachovia Bank,
National Association) as swingline lender (in such capacity, the “Swingline Lender”), and the other
arrangers and agents party thereto.



     A. Pursuant to that certain General Partner Purchase Agreement, dated as of May 10, 2010 (the
“Regency GP Purchase Agreement”), by and among Regency GP Acquirer, L.P., a Delaware limited
partnership, Energy Transfer Equity, L.P., a Delaware limited partnership (“Energy Transfer
Equity”), and ETE GP Acquirer LLC, a Delaware limited liability company (“ETE GP Acquirer”), Energy
Transfer Equity (through ETE GP Acquirer) has agreed to acquire (the “Regency GP Purchase”) (i)
100% of the membership interests in the Ultimate General Partner and (ii) all of the outstanding
limited partner interests in the General Partner in exchange for the issuance by Energy Transfer
Equity of its convertible preferred limited partnership interests to Regency GP Acquirer, L.P..



     B. Borrower intends to consummate an Acquisition pursuant to that certain Contribution
Agreement, dated as of May 10, 2010 (the “Contribution Agreement”), by and among Energy Transfer
Equity, Regency MLP and Regency Midcontinent Express LLC, a Delaware limited liability company
(“Regency SPV”), whereby Energy Transfer Equity has agreed to, immediately following the
consummation of the Regency GP Purchase, (i) contribute to Regency MLP (through Regency SPV) all of
the outstanding membership interests in ETC Midcontinent Express Pipeline III, L.L.C., a Delaware
limited liability company (“ETC III”), which owns a 49.9% membership interest in Midcontinent
Express Pipeline LLC, a Delaware limited liability company the “MEP Joint Venture”, and (ii)
assign, transfer and sell to Regency MLP (through Regency SPV) an option (the “ETC II Option”) to
purchase all of the outstanding membership interests in ETC Midcontinent Express Pipeline II,
L.L.C., a Delaware limited liability company (“ETC II”), which owns a 0.1% membership interest in
the MEP Joint Venture, in exchange for certain common units representing limited partnership
interests in Regency MLP (the transactions described in (i) and (ii) above, collectively, the
“Initial Investment”).



     C. Regency MLP intends to make certain additional Investments in MEP after the date of the
Initial Investment.



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




	 	(i)	 	“Amendment No. 1” shall mean Amendment No. 1 to Fifth Amended
and Restated Credit Agreement, which amends this Agreement, dated as of May 26,
2010, among Borrower, the Administrative Agent and the Required Lenders.
	 
	 	(ii)	 	“Amendment No. 1 Effective Date” shall mean May 26, 2010.
	 
	 	(iii)	 	“Energy Transfer Equity” shall mean Energy Transfer Equity,
L.P.
	 
	 	(iv)	 	“MEP Initial Investment” shall mean the “Initial Investment” as
defined in the recitals to Amendment No. 1.
	 
	 	(v)	 	“MEP Joint Venture Capital Call” shall mean one or more capital
calls made by the MEP Joint Venture pursuant to the MEP Joint Venture Governing
Agreement in an aggregate amount for all such capital calls not to exceed
$186.0 million.
	 
	 	(vi)	 	“MEP Joint Venture Governing Agreement” shall mean that certain
Amended and Restated Limited Liability Company Agreement of the MEP Joint
Venture dated as of March 1, 2007, by and between Kinder Morgan Operating
Limited Partnership “A” and ETC Midcontinent Express Pipeline, L.L.C.
	 
	 	(vii)	 	“MEP Joint Venture” shall mean MidContinent Express Pipeline
LLC, a Delaware limited liability company. The MEP Joint Venture shall, except
as expressly set forth herein, be treated for all purposes as a “Joint Venture”
hereunder.
	 
	 	(viii)	 	“Services Agreement” shall mean the Services Agreement dated as of May 26,
2010 by and among ETE Services Company, LLC, Energy Transfer Equity, L.P. and
Regency Energy Partners LP.





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




	 	(i)	 	The definition of “Asset Sale” shall be amended by adding the
phrase “or the MEP Joint Venture” following the phrase “RIGS Joint Venture”
everywhere it appears in such definition.
	 
	 	(ii)	 	The definition of “Consolidated EBITDA” shall be amended by
inserting the following new paragraph immediately before the final paragraph
thereof:
	 
	 	 	 	“For purposes of calculating Consolidated EBITDA for any Test Period,
(i) net income attributable to the MEP Joint Venture (A) for the Borrower’s
four quarter period ended June 30, 2010, shall be deemed to be equal to
$60.0 million and (B) for the Borrower’s fiscal quarter ended September 30,
2010 and all periods thereafter, shall be calculated by annualizing the net
income attributable to the MEP Joint Venture for the most recent fiscal
quarter of the Borrower then ended for which financial statements have been
or are required to be delivered pursuant to




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	 	 	 	 Sections 5.01(a) or (b), rather than by calculating
the net income attributable to the MEP Joint Venture for the most recent
four quarter period, and (ii) net income attributable to the RIGS Joint
Venture shall be calculated by annualizing the net income attributable to
the RIGS Joint Venture for the most recent fiscal quarter of the Borrower
then ended for which financial statements have been or are required to be
delivered pursuant to Sections 5.01(a) or (b), rather than
by calculating the net income attributable to the RIGS Joint Venture for the
most recent four quarter period; provided that for purposes hereof, net
income attributable to the MEP Joint Venture or the RIGS Joint Venture, as
the case may be, in respect of any period shall be the amount of net
distributions in cash received from the MEP Joint Venture or the RIGS Joint
Venture, as the case may be, in respect of such period (other than any
distributions in cash that are extraordinary, unusual or non-recurring in
nature).”






	 	(iii)	 	The final paragraph of the definition of “Consolidated
Interest Expense” shall be amended by adding the phrase “and the MEP Joint
Venture” following the phrase “RIGS Joint Venture”.
	 
	 	(iv)	 	The definition of “Joint Venture” shall be amended by adding
the phrase “and the MEP Joint Venture” following the phrase “RIGS Joint
Venture”.
	 
	 	(v)	 	The definition of “Permitted Acquisition” shall be amended by
inserting, at the end thereof, the following sentence: “For the avoidance of
doubt, the MEP Initial Investment shall be a Permitted Acquisition provided
that clauses (a) through (g) of this definition are satisfied; it being
understood and agreed that any limited liability company interests in Regency
Midcontinent Express LLC owned by Borrower shall be required to be pledged
pursuant to Section 5.11(b)(i) hereof.”
	 
	 	(vi)	 	The definition of “Permitted Holders” shall be amended by
deleting the word “and” and inserting, immediately before the period at the end
thereof, “and (d) Energy Transfer Equity”.
	 
	 	(vii)	 	The definition of “Subsidiary” shall be amended by adding the
phrase “nor the MEP Joint Venture” after the phrase “RIGS Joint Venture” the
first time such phrase in such definition and by adding the phrase “and the MEP
Joint Venture, as applicable” after the phrase “RIGS Joint Venture” the second
time such phrase appears in such definition.





     (c) Section 1.01 of the Credit Agreement shall be further amended as follows;
provided, however, that such amendments under this Section 1(c) shall not take effect until the
beginning of the Borrower’s fiscal quarter ended September 30, 2010:




	 	(i)	 	The following definitions shall be deleted in their entirety:
“Completion Level”, “Haynesville Actual Completion Date”, “Haynesville EBITDA
Adjustments”, “Haynesville Firm Transportation Agreement”, “RIGS Consolidated
Funded Indebtedness”, “RIGS Project Actual Completion Date”, “RIGS Project
EBITDA Adjustments” and “RIGS Project Firm Transportation Agreement”.
	 
	 	(ii)	 	The definition of “Consolidated EBITDA” shall be amended by
amending and restating the antepenultimate paragraph thereof (which, for the
avoidance of




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	 	 	 	doubt, begins with the phrase “Consolidated EBITDA shall be increased by,
without duplication”) in its entirety to read as follows:






“The aggregate pro forma additions attributed to Material Projects shall
be limited to an amount equal to 15% of Consolidated EBITDA for each
period, in each case before giving effect to any such additions but
calculated on a Pro Forma Basis as referenced in the second paragraph
below.”




	 	(iii)	 	The definition of “Consolidated Net Income” shall be amended
as follows:






(a) In clause (a) thereof, deleting the proviso at the end thereof and
replacing it with the following phrase: “; provided, that if such cash
received by the Reporting Entity relates to an Investment made pursuant
to Section 6.04(j), it will be excluded from net income to the
extent otherwise included therein;”;




(b) in clause (g) thereof, deleting the “.” at the end thereof and
replacing it with “;”; and




(c) inserting, at the end of such definition, the following phrase:




	 	 	 	“provided further that there shall be included in such net income (to the
extent not otherwise included therein) the net distributions of cash
received from a Joint Venture in which the Reporting Entity and its
Subsidiaries has an ownership interest; provided, further, that, for the
avoidance of doubt, for purposes of calculating “Consolidated EBITDA,” net
income attributable to the MEP Joint Venture and the RIGS Joint Venture
shall be included in Consolidated Net Income as set forth in the definition
of “Consolidated EBITDA.””
	 
	 	(iv)	 	The definition of “Senior Secured Leverage Ratio” shall be
amended and restated in its entirety to read as follows:






     ““Senior Secured Leverage Ratio” shall mean, at any date of
determination, the ratio of (i) Consolidated Funded Indebtedness that is
secured by a Lien on any assets or property of the Reporting Entity or any
of its Subsidiaries, as of the last day of such Test Period to (ii)
Consolidated EBITDA for the Test Period then most recently ended.”.




	 	(v)	 	The definition of “Total Leverage Ratio” shall be amended and
restated in its entirety to read as follows:






     ““Total Leverage Ratio” shall mean, at any date of determination, the
ration of (i) Consolidated Funded Indebtedness on such date to (ii)
Consolidated EBITDA for the Test Period then most recently ended.”.



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




	 	(i)	 	in clause (a) thereof, by deleting each occurrence of the
phrase “and budgeted amounts”; by deleting “and (ii)” in the first sentence
thereof and replacing it with “, (ii)” and by adding at the end of the first
sentence thereof a new clause (iii) as follows”




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	 	 	 	“and (iii) (x) until such time as the MEP Joint Venture becomes
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, then as soon as reasonably available and in any event within 120 days
after the end of each fiscal year, the MEP Joint Venture’s consolidated balance
sheet, income statement and cash flow statement for such fiscal year prepared
in accordance with GAAP (with footnotes to such financial statements), together
with an audit report thereon by an independent accounting firm of established
national reputation and (y) thereafter, copies of the MEP Joint Venture’s
annual reports on Form 10-K under the Exchange Act within 30 days after the MEP
Joint Venture files such reports with the SEC.”; and






	 	(ii)	 	in clause (b) thereof:






	 	(a)	 	by deleting each occurrence of the phrase
“and budgeted amounts”;
	 
	 	(b)	 	by deleting “and (ii)” in the first
sentence thereof and replacing it with “, (ii)”;
	 
	 	(c)	 	by adding at the end of the first
sentence thereof a new clause (iii) as follows: “and (iii) (x) until
such time as the MEP Joint Venture becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, then as
soon as reasonably available and in any event within 60 days after
the end of each of the first three fiscal quarters of each fiscal
year, the MEP Joint Venture’s unaudited consolidated balance sheet
and unaudited income statement for such quarter and unaudited cash
flow statement for such year-to-date period prepared in accordance
with GAAP and (y) thereafter, copies of the MEP Joint Venture’s
quarterly reports on Form 10-Q under the Exchange Act within 30 days
after the MEP Joint Venture files such reports with the SEC.”





     (e) Section 5.11(b) of the Credit Agreement shall be amended by inserting, immediately
following “the RIGS Joint Venture”, “, the MEP Joint Venture”;



     (f) Section 6.04 of the Credit Agreement shall be amended as follows:




	 	(i)	 	in clause (i) thereof by adding the phrase “and the MEP Joint
Venture” in the parentheticals after the word “Venture” and before the closed
parenthesis “)” appearing therein;
	 
	 	(ii)	 	in clause (j) thereof by adding the phrase “and the MEP Joint
Venture” in the parentheticals after the word “Venture” and before the closed
parenthesis “)” appearing therein;
	 
	 	(iii)	 	in clause (o) thereof, deleting “and”;
	 
	 	(iv)	 	in clause (p) thereof, deleting “.” and replacing it with “;
and”;
	 
	 	(v)	 	adding at the end thereof a new clause (q) as follows:






“(q) the MEP Joint Venture Capital Call.”



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     (g) Section 6.09 of the Credit Agreement shall be amended as follows:




	 	(i)	 	in clause (b) thereof, by deleting the phrase “and (j)”
and replacing it with the phrase “, (j) and (q)”;
	 
	 	(ii)	 	in clause (h) thereof, deleting the word “and”;
	 
	 	(iii)	 	in clause (i) thereof, deleting the “.” and replacing it with “; and”; and
	 
	 	(iv)	 	adding, at the end thereof, a new clause (j) as follows:






“(j) payments or transactions pursuant to the Services Agreement.”.



     (h)
Section 6.10(c) of the Credit Agreement shall be amended and restated in its
entirety to read as follows:








“(c) Maximum Senior Secured Leverage Ratio. Permit the Senior
Secured Leverage Ratio for the last day of any Test Period ending at any
time after the Amendment No. 1 Effective Date to exceed 3.00 to 1.0.”.



     SECTION 2. Conditions Precedent. The effectiveness of this Amendment is subject to
the following conditions:




     (a) The Administrative Agent shall have received signature pages for this Amendment
from Borrower and the Required Lenders;




     (b) Borrower shall deliver or cause to be delivered a legal opinion of counsel to
Borrower, together with any additional legal opinions or other documents reasonably
requested by the Administrative Agent in connection herewith;




     (c) the Administrative Agent shall have received from Borrower a certificate, executed
by the secretary of Borrower (or such other officer as may be acceptable to the
Administrative Agent) in form and substance satisfactory to the Administrative Agent,
attaching a copy of the resolutions, in form and substance reasonably satisfactory to the
Administrative Agent, of the Board of Directors (or similar body) of Borrower (or a duly
authorized committee thereof) authorizing the execution, delivery and performance of this
Amendment and the definitive documentation relating to the Initial Investment and the
related transactions (including this Amendment);




     (d) the Administrative Agent shall have received all material agreements and definitive
documentation relating to the MEP Joint Venture, including (without limitation) the MEP
Joint Venture Governing Agreement and such other agreements as the Administrative Agent may
reasonably request, all in form and substance reasonably satisfactory to the Administrative
Agent; and




     (e) Borrower shall have paid all amounts owed pursuant to Section 7 hereof.



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     SECTION 3. Representations and Warranties. Borrower represents and warrants to the
Administrative Agent and each of the Lenders that:




     (a) This Amendment is within Borrower’s organizational powers and has been duly
authorized by all necessary organizational action on the part of Borrower. This Amendment
has been duly executed and delivered by Borrower and constitutes, a legal, valid and binding
obligation of Borrower, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law. This Amendment will not violate any Requirement of Law in
any material respect, will not violate or result in a default or require any consent or
approval under any indenture, agreement or other instrument binding upon any Company or its
property, or give rise to a right thereunder to require any payment to be made by any
Company, except for violations, defaults or the creation of such rights that could not
reasonably be expected to result in a Material Adverse Effect.




     (b) After giving effect to this Amendment, the representations and warranties set forth
in Article III of the Credit Agreement or in any Loan Document are true and correct in all
material respects (it being understood and agreed that any representation or warranty that
by its terms is made as of a specified date shall be required to be true and correct in all
material respects as of a specified date).




     (c) After giving effect to this Amendment, no Default or Event of Default has occurred
or is continuing.



     SECTION 4. Credit Agreement. Except as specifically provided hereby, the Credit
Agreement shall continue in full force and effect in accordance with the provisions thereof as in
existence on the date hereof. After the date hereof, any reference to the Credit Agreement in any
Loan Document shall mean the Credit Agreement as modified hereby. This Amendment shall be a Loan
Document for all purposes.



     SECTION 5. Applicable Law. This Amendment 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 the laws of another jurisdiction.



     SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together shall constitute
one contract. Delivery of an executed signature page of this Amendment by facsimile or “pdf file”
transmission shall be effective as delivery of a manually executed counterpart hereof.



     SECTION 7. Expenses. Borrower agrees to reimburse the Administrative Agent for the
reasonable out-of-pocket expenses incurred by it in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the
Administrative Agent.



     SECTION 8. Headings. The Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.



[Signature pages to follow]



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first written above.



	 	 	 	 	 
	 	REGENCY GAS SERVICES LP,

 	 
	 	By:  	Regency OLP GP LLC, its general partner
 	 
	 	 	 
	 	By:  	           /s/ Stephen L. Arata
 	 
	 	 	Name:  	Stephen L. Arata 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 1



  









 





	 	 	 	 	 
	 	WELLS FARGO BANK, N.A. (as successor to 

Wachovia Bank, National Association),

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ J. Alan Alexander, Jr.
 	 
	 	 	Name:  	J. Alan Alexander, Jr. 	 
	 	 	Title:  	Managing Director 	 
	 



Amendment No. 1



  









 





	 	 	 	 	 
	 	 	, as a
	 	                 Lender 	 
	 
	 	By:  	/s/  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Regency — Amendment No. 1]