exv10w5






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:




	 	(i)	 	the definition of “Alternate Base Rate” shall be amended and
restated 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.”;




	 	(ii)	 	the definition of “Applicable Fee” shall be amended by:






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



	 	 	 	 	 	 	 	 	 
	Level	 	Total Leverage Ratio	 	Applicable Fee
	Level I
	 	 	> 4.75:1.0	 	 	 	0.500	%
	Level II
	 	£ 4.75:1.0 but > 4.25:1.0	 	 	0.500	%
	Level III
	 	£ 4.25:1.0 but > 3.75:1.0	 	 	0.375	%
	Level IV
	 	 	£ 3.75:1.0	 	 	 	0.375	%







(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.”;




	 	(iii)	 	the definition of “Applicable Margin” shall be amended as
follows:






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



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	 	 	Total Leverage	 	Revolving Loans
	Level	 	Ratio	 	Eurodollar	 	ABR
	Level I
	 	 	> 4.75:1.0	 	 	 	3.25	%	 	 	2.25	%
	Level II
	 	£ 4.75:1.0 but > 4.25:1.0	 	 	3.00	%	 	 	2.00	%
	Level III
	 	£ 4.25:1.0 but > 3.75:1.0	 	 	2.75	%	 	 	1.75	%
	Level IV
	 	 	£ 3.75:1.0	 	 	 	2.50	%	 	 	1.50	%







(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.”;




	 	(iv)	 	the definition of “Asset Sale” shall be amended by replacing
the parenthetical “(other than a Joint Venture)” with “(other than a Joint
Venture which is not the RIGS Holdings Joint Venture; provided that any
issuance of Equity Interests of the RIGS Holdings Joint Venture by such RIGS
Holdings Joint Venture shall be deemed not to be an Asset Sale hereunder)”;
	 
	 	(v)	 	the definition of “Capital Expenditures” shall be amended by
deleting “and (b)” and by inserting, immediately after “the Projects”, “, (b)
the Haynesville Project and (c)”;
	 
	 	(vi)	 	the definition of “Consolidated EBITDA” shall be amended by






(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.”;



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	 	(vii)	 	the definition of “Consolidated Interest Expense” shall be
amended by inserting, in the last paragraph thereof, immediately following
“Material Projects”, “, any Investment by Borrower and its Subsidiaries in the
RIGS Holdings Joint Venture”;
	 
	 	(viii)	 	the definition of “Consolidated Net Income” shall be amended by inserting the
following language at the end of clause (a) thereof:
	 
	 	 	 	“provided, that if such cash received by the Reporting Entity or any of its
Subsidiaries relates to the Haynesville Project, it will be excluded from
net income (to the extent otherwise included therein) to the extent such
cash amount is otherwise reflected in a Haynesville EBITDA Adjustment for
such period;”
	 
	 	(ix)	 	the definition of “Joint Venture” shall be amended by (x)
replacing “Edwards Lime Gathering LLC” where it appears in clause (iii) of the
first sentence thereof with “each of Edwards Lime Gathering LLC and (except as
otherwise expressly set forth herein) the RIGS Holdings Joint Venture”, and (y)
replacing “Section 6.04(i)” in the last line of the second sentence
thereof with “Section 6.04(i)(ii)”;
	 
	 	(x)	 	the definition of “Material Project” shall be amended by
inserting, immediately after the phrase “any capital expansion project”,
“(other than the Haynesville Project)”;
	 
	 	(xi)	 	the definition of “Secured Obligation” shall be amended by
deleting therefrom the phrase “in connection with the Loan Documents”;
	 
	 	(xii)	 	the definition of “Specified Period” shall be deleted in its
entirety;
	 
	 	(xiii)	 	the definition of “Subsidiary” shall be amended by






(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




	 	(xiv)	 	the definition of Total Leverage Ratio shall be amended and
restated in its entirety as follows:






““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:




	 	(i)	 	clause (a) thereof shall be amended and restated in its
entirety as follows:




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“(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




	 	(ii)	 	clause (c) thereof shall be amended by inserting, immediately
preceding “Section 2.07(b)” the phrase “the second sentence of
Section 2.07(a) or”.





     (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:




	 	(i)	 	deleting from clause (g) thereof, “and”;
	 
	 	(ii)	 	recaptioning clause (h) thereof as clause (i); and
	 
	 	(iii)	 	inserting, as a new clause (h), the following:
	 
	 	 	 	“(h) Concurrently with any delivery of financial
statements under Section 5.01(a) or (b): (i) to the
extent that the RIGS Holdings Joint Venture is treated on a consolidated
basis, financial statements and certifications required by Sections
5.01(a) (other than Section 5.01(a)(i)), (b) (other
than Section 5.01(b)(ii)) with a consolidating column treating
the RIGS Holdings Joint Venture on a stand-alone basis distinct from any
other Joint Venture and (ii) irrespective of the accounting treatment of
the RIGS Holdings Joint Venture, stand-alone financial statements for the
RIGS Holdings Joint Venture of the types required by Sections
5.01(a) and (b); and”.





     (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



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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:




	 	(i)	 	deleting “and” from the end of clause (b), deleting “.” from
the end of clause (c), and adding “; and” to the end of clause (c); and
	 
	 	(ii)	 	adding at the end thereof a new clause (d) as follows:
	 
	 	 	 	“(d) a one time payment of each of the following: (i) $2.7 million to
Regency MLP to be used solely for the payment of a $2.7 million fee to GE
EFS upon the effectiveness of Regency MLP’s $45.0 million unsecured credit
facility with GE EFS and (ii) up to $45.0 million plus interest (but with
such amount payable under this clause (ii) not to exceed the amount of
proceeds received by Borrower from Regency MLP’s borrowings under such
credit facility plus interest due thereon) to Regency MLP to be used solely
for the repayment of principal then outstanding and interest due thereon
under Regency MLP’s $45.0 million unsecured credit facility with GE EFS on
the date of capitalization of the RIGS Holdings Joint Venture.”.





     (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:




	 	(i)	 	amending and restating clause (a) thereof in its entirety to
read as follows:






“(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




	 	(ii)	 	adding the following thereto as a new Section 6.10(c):






“(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.



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     (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:




	 	(i)	 	“Amendment No. 7” shall mean Amendment No. 7 to Fourth Amended
and Restated Credit Agreement, which amends this Agreement, dated as of the
Amendment No. 7 Effective Date, among Borrower, the Administrative Agent and
the Required Lenders.
	 
	 	(ii)	 	“Amendment No. 7 Effective Date” shall mean the date upon which
the conditions to effectiveness of this Amendment set forth in Section 2 hereof
are satisfied as certified by Borrower to the Administrative Agent.
	 
	 	(iii)	 	“Firm Transportation Agreement” shall mean (x) each of those
contracts previously provided to the Administrative Agent and the Lenders and
(y) each other contract which is entered into between any Loan Party with a
counterparty after the Amendment No. 7 Effective Date, on terms that are
substantially equal to or better than, as a whole, the terms of the contracts
described in clause (x), pursuant to which such counterparty is obligated to
pay for capacity whether or not such capacity is taken.
	 
	 	(iv)	 	“GE EFS” shall mean General Electric Capital Corporation or an
affiliate thereof.
	 
	 	(v)	 	“Haynesville Actual Completion Date” shall mean the date, to be
identified to the Administrative Agent by delivery of a certificate of an
officer of Borrower, certifying that the Haynesville Project has reached actual
capacity of 1.1 Bcf/d and is generally generating the transportation fees
specified in the Firm Transportation Agreements.
	 
	 	(vi)	 	“Haynesville EBITDA Adjustments” shall mean, with respect to
the Haynesville Project:






(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



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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:




	 	(A)	 	not later than 20 days (or such
shorter time period as may be agreed by the Administrative
Agent) prior to delivery of a Compliance Certificate pursuant to
Section 5.01(c) if Haynesville EBITDA Adjustments shall
be added to Consolidated EBITDA in determining compliance with
Section 6.10, the Reporting Entity shall have delivered
to the Administrative Agent a written request for Haynesville
EBITDA Adjustments setting forth (i) the scheduled commercial
operation date for the Haynesville Project, (ii) pro forma
projections of Consolidated EBITDA attributable to the
Haynesville Project and (iii) information, as applicable,
regarding (A) Firm Transportation Agreements, other contracts or
negotiated settlements relating to the Haynesville Project, (B)
the ability of the producers to perform under the Firm
Transportation Agreements, (C) projected revenues from such Firm
Transportation Agreements, other contracts or negotiated
settlements, as the case may be and (D) projected capital costs
and projected operating and general administrative expenses, and
	 
	 	(B)	 	prior to the date such
certificate is required to be delivered, the Administrative
Agent shall have approved (such approval not to be unreasonably
withheld or delayed) such projections and shall have received
such other information and documentation as the Administrative
Agent may reasonably request, all in form and substance
satisfactory to the Administrative Agent.”




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	 	(vii)	 	“Haynesville Project” shall mean the planned midstream
infrastructure development in the Haynesville Shale region of Western Louisiana
by the RIGS Holdings Joint Venture.
	 
	 	(viii)	 	“JV Distributions” shall mean distributions made to the RIGS Holdings Joint
Venture’s equity investors made directly or indirectly from the proceeds of
Indebtedness of the RIGS Holdings Joint Venture.
	 
	 	(ix)	 	“Regency Haynesville” shall mean a direct or indirect
Subsidiary of Borrower formed for the sole purpose of directly holding all
direct or indirect ownership interests of Borrower in the RIGS Holdings Joint
Venture.
	 
	 	(x)	 	“RIGS” shall mean Regency Intrastate Gas LLC, a Delaware
limited liability company.
	 
	 	(xi)	 	“RIGS Assets” shall mean all Equity Interests issued, and all
assets owned, by RIGS.
	 
	 	(xii)	 	“RIGS Consolidated Funded Indebtedness” shall mean, with
respect to the RIGS Holdings Joint Venture, on a consolidated basis in
accordance with GAAP, without duplication, (i) all Indebtedness of such persons
of the types referred to in clauses (a), (b), (c), (d), and (f), of the
definition of “Indebtedness” herein, (ii) all Indebtedness of others of the
type referred to in clause (i) above, secured by a Lien on property owned or
acquired by any such person, whether or not the obligations secured thereby
have been assumed, but limited to the fair market value of such property, (iii)
all Contingent Obligations of any such person with respect to Indebtedness of
others of the type referred to in clause (i) above, and (iv) all Indebtedness
of the type referred to in clause (i) above of any other entity (including any
partnership in which such person is a general partner) to the extent any such
person is liable therefor as a result of such person’s ownership interest in or
other relationship with such entity, except (other than in the case of general
partner liability) to the extent that the terms of such Indebtedness expressly
provide that such person is not liable therefor.
	 
	 	(xiii)	 	“RIGS Holdings Joint Venture” shall mean an entity formed by Regency
Haynesville for the purpose of such entity becoming a joint venture with a
third party, owning all of the RIGS Assets and participating in the Haynesville
Project. RIGS Holdings Joint Venture shall, except as expressly set forth
herein, be treated for all purposes as a “Joint Venture” hereunder.
	 
	 	(xiv)	 	“RIGS Holdings Joint Venture Term Sheet” shall mean the term
sheet regarding the RIGS Holdings Joint Venture provided to the Administrative
Agent and the Lenders on February 25, 2009.
	 
	 	(xv)	 	“RIGS Holdings JV Ownership Percentage” shall mean the
percentage of the total ownership interests in the RIGS Holdings Joint Venture
that is owned by Regency Haynesville on a fully diluted basis on the last day
of the last quarter of the applicable Test Period.
	 
	 	(xvi)	 	“RIGS Permitted Investment Offset Amount” shall mean the
number which is the product of (1) Indebtedness incurred by the RIGS Holdings
Joint Venture to finance capital expenditures multiplied by (2) the RIGS Holdings JV
Ownership Percentage.




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





     (m) Exhibit D to the Credit Agreement shall be replaced in its entirety with Exhibit D
attached hereto.



     SECTION 2. Conditions Precedent. The effectiveness of this Amendment is subject to
the following conditions, which must be satisfied on or before April 30, 2009:




     (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 Vinson & Elkins
LLP, counsel to Borrower, together with any additional legal opinions, mortgage amendments,
or other documents reasonably requested by the Administrative Agent in connection herewith
(in each case, unless extended or waived by the Administrative Agent in its sole
discretion);




     (c) all requisite Governmental Authority and material third party approvals in
connection with the formation and capitalization of the RIGS Holdings Joint Venture shall
have been obtained, except where the failure to obtain such consents could not, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect, and there
shall not be any temporary or permanent injunction prohibiting the formation and
capitalization of the RIGS Holdings Joint Venture;




     (d) 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 formation and capitalization of
the RIGS Holdings Joint Venture and the related transactions (including this Amendment);




     (e) the Administrative Agent shall received all material agreements and definitive
documentation relating to the RIGS Holdings Joint Venture, including (without limitation) an
investment agreement by and among Borrower, GE EFS and the third-party investor (the
“Investment Agreement”), a partnership or limited liability company agreement relating to
the RIGS Holdings Joint Venture, a management services agreement relating to the RIGS
Holdings Joint Venture and such other agreements as the Administrative Agent may reasonably
request, all in form and substance certified by Borrower to be at least as favorable to the
Borrower and Lenders, taken as a whole, as the RIGS Holdings Joint Venture Term Sheet and
reasonably satisfactory to the Administrative Agent;



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     (f) the RIGS Holdings Joint Venture shall have been formed and (i) RIGS or Borrower, as
applicable, shall have contributed the RIGS Assets thereto and (ii) each of GE EFS and a
third-party investor shall have made the contributions thereto required pursuant to the
Investment Agreement and the Administrative Agent shall have received satisfactory evidence
thereof;




     (g) on or prior to March 18, 2009, either (1) Regency MLP shall have obtained from GE
EFS an unsecured credit facility in an aggregate amount of $45.0 million, the proceeds of
which shall be used to fund the Haynesville Project and which shall mature no earlier than
the earlier of (x) the formation and capitalization of the RIGS Holdings Joint Venture or
(y) the three-month anniversary of the Final Maturity Date or (2) each other condition
precedent set forth in this Section 2 shall have been satisfied;




     (h) Borrower shall have paid any amounts owed pursuant to the Administrative Agent Fee
Letter, dated as of February 13, 2009, between Borrower and the Administrative Agent;




     (i) Borrower shall have paid a fee to each Lender who delivers to the Administrative
Agent a consent in writing to this Amendment by 5:00 p.m., New York City time on February
24, 2009, and reconfirms, by 2:00 p.m. (New York City time) on February 25, 2009, their
consent with respect to revisions to this amendment posted to the Lenders after 5:00 p.m.,
New York City time on February 24, 2009, in an amount equal to 0.50% of such consenting
Lender’s outstanding Commitments under the Credit Agreement;




     (j) CDM Resource Management LLC shall obtain a $75.0 million operating lease facility
from Caterpillar Financial Services Corp. on terms substantially consistent with those terms
provided to the Administrative Agent prior to the date hereof;




     (k) Borrower shall have paid all amounts owed pursuant to Section 7 hereof; and




     (l) Borrower shall have delivered to the Administrative Agent a certificate signed by a
Responsible Officer of Borrower, confirming compliance with the conditions precedent set
forth in this Section 2.



     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



- 11 -









 







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.




     (d) As of December 31, 2008, the RIGS Assets constituted approximately $325,309,909.00;
and approximately $49,207,292.00 and $54,289,367.00 of net income and revenue, respectively,
for the fiscal year ended on December 31, 2008 were attributable to the RIGS Assets.



     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]




- 12 -









 





     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 	 
	 




S-1-1









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ Henry R. Biedrzycki
 	 
	 	 	Name:  	Henry R. Biedrzycki 	 
	 	 	Title:  	Director 	 
	 




S-1-2









 





	 	 	 	 	 	 	 
	 
	 	 	 	 	, 	as a
	 	 	 	 	 
	 

	 	 	 	Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







S-1-3









 








EXHIBIT D




[Form of]

COMPLIANCE CERTIFICATE




[see attached]





D-1









 










EXHIBIT D




[Form of]




COMPLIANCE CERTIFICATE




          I, [                    ], the [Financial Officer] of [                               
         ] (in such
capacity and not in my individual capacity), hereby certify that, with respect to that certain
Fourth Amended and Restated Credit Agreement dated as of August 15, 2006 (as it may be amended,
modified, extended or restated from time to time, the “Credit Agreement”; all of the defined terms
in the Credit Agreement are incorporated herein by reference) among Regency Gas Services LP, a
Delaware limited partnership, as borrower (the “Borrower”), Regency Energy Partners LP (“Regency
MLP”) and the other Guarantors party thereto, the Lenders party thereto, Wachovia Bank, National
Association, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank and the
other Agents party thereto.





     a. Attached hereto as Schedule 1 are detailed calculations1
demonstrating compliance by each of the Loan Parties with [clause (d) of the definition of
Permitted Acquisition as it pertains to Section 6.07(f) and] Section 6.10 of the Credit
Agreement. Each of the Loan Parties is in compliance with such Sections as of the date
hereof. [Attached hereto as Schedule 2 is the report of KPMG LLP]2




     b. No Default has occurred under the Credit Agreement which has not been previously
disclosed, in writing, to the Administrative Agent pursuant to a Compliance
Certificate.3





 




			
	1	 	To accompany annual and quarterly financial statements.
Which calculations shall be in reasonable detail satisfactory to the
Administrative Agent and shall include, among other things, an explanation of
the methodology used in such calculations and a breakdown of the components of
such calculations.
	 
	2	 	To accompany annual financial statements only. The
report must opine or certify that in the course of its regular audit of the
financial statements of the Reporting Entity and its Subsidiaries, which audit
was conducted in accordance with generally accepted auditing standards, such
accounting firm obtained no knowledge that any Default insofar as it relates to
financial or accounting matters subject to audit procedures has occurred or if
such accounting firm believes such a Default has occurred, specifying the
nature and extent thereof.
	 
	3	 	If a Default shall have occurred, an explanation
specifying the nature and extent of such Default shall be provided on a
separate page together with an explanation of the corrective action taken or
proposed to be taken with respect thereto (include, as applicable, information
regarding actions, if any, taken since prior certificate).





     Dated this [   ] day of [                    ], 20[   ].



	 	 	 	 	 
	 	 	   [ 

   ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Financial Officer] 	 
	 
















 





SCHEDULE 1




Financial Covenants4





	6.10(a) 	 	Maximum Total Leverage Ratio: the ratio of (i) the sum of (1)
Consolidated Funded Indebtedness on [      ] 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 most
recently ended.





	 	 	 	 	 
	(I) Consolidated Funded Indebtedness means, with respect to the Reporting
Entity and its Subsidiaries, on a consolidated basis in accordance with GAAP,
without duplication:
	 	 	 	 
	 
	 	 	 	 
	(A) all Indebtedness of such persons of the following types:
	 	 	 	 
	 
	 	 	 	 
	1. all obligations of such person for borrowed money;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. all obligations of such person evidenced by bonds,
debentures, notes or similar instruments;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. all obligations of such person under conditional
sale or other title retention agreements relating to
property purchased by such person;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. all obligations of such person issued or assumed
as the deferred purchase price of property or
services (excluding trade accounts payable and
accrued obligations incurred in the ordinary course
of business and not overdue by more than 90 days);
and
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	5. all Capital Lease Obligations, Purchase Money
Obligations and synthetic lease obligations of such
person;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Subtotal; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(B) all Indebtedness of others of the type referred to in clause
(A) above secured by a Lien on property owned or acquired by any
such person, whether or not the obligations secured thereby have
been assumed, but limited to the fair market value of such
property; plus
	 	 	 	 
	 
	 	 	 







 




			
	4	 	Capitalized terms used but not defined herein shall have
the meanings set forth in the Credit Agreement.





-2-









 





	 	 	 	 	 
	(C) all Contingent Obligations of any such person with respect to
Indebtedness of others of the type referred to in clause (A)
above; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(D) all Indebtedness of the type referred to in clause (A) above
of any other entity (including any partnership in which such
person is a general partner) to the extent any such person is
liable therefor as a result of such person’s ownership interest in
or other relationship with such entity, except (other than in the
case of general partner liability) to the extent that the terms of
such Indebtedness expressly provide that such person is not liable
therefor.
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Funded Indebtedness at [            ], 20[     ]
((A) + (B) + (C) + (D))      
	I =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(II) RIGS Consolidated Funded Indebtedness shall mean, with respect to the
RIGS Holdings Joint Venture, on a consolidated basis in accordance with GAAP,
without duplication:
	 	 	 	 
	 
	 	 	 	 
	(A) all Indebtedness of the type referred to in clause (A) of the
calculation of Consolidated Funded Indebtedness above; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(B) all Indebtedness of others of the type referred to in clause
(A) immediately above secured by a Lien on property owned or
acquired by any such person, whether or not the obligations
secured thereby have been assumed, but limited to the fair market
value of such property; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(C) all Contingent Obligations of any such person with respect to
Indebtedness of others of the type referred to in clause (A)
immediately above; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(D) all Indebtedness of others of the type referred to in clause
(A) immediately above of any other entity (including any
partnership in which such person is a general partner) to the
extent any such person is liable therefor as a result of such
person’s ownership interest in or other relationship with such
entity, except (other than in the case of general partner
liability) to the extent that the terms of such Indebtedness
expressly provide that such person is not liable therefor.
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	RIGS Consolidated Funded Indebtedness at [            ], 20[     ]
((A) + (B) + (C) + (D))      
	II =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(III) RIGS Holdings JV Ownership Percentage5      
	III =	 	 	 
	 
	 	 	 







 




			
	5	 	Shall be the percentage of total ownership interests in
the RIGS Holdings Joint Venture that is owned by Regency Haynesville on a fully
diluted basis on the last day of the last quarter of the applicable Test
Period.





-3-









 





	 	 	 	 	 
	(IV) Consolidated EBITDA shall mean, for any period:
	 	 	 	 
	 
	 	 	 	 
	(A) Consolidated Net Income (see Annex A) for such period,
adjusted by adding thereto6:
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	1. Consolidated Interest Expense for such period (see
breakout in 6.10(b) calculation);
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. Consolidated Amortization Expense for such period;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. Consolidated Depreciation Expense for such period;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. Consolidated Tax Expense for such period;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	5. costs and expenses directly incurred in connection
with the Previous Transactions (with respect to
Projects, the cost and expenses solely related to the
construction thereof) and the incurrence of
additional Indebtedness under the predecessor
agreements hereto in connection therewith (not to
exceed $22.5 million), the Specified IPO, any
Permitted Acquisition, any issuance of Indebtedness
pursuant to Section 6.01(j) or any Investment made
pursuant to Section 6.04(i) of the Credit Agreement;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	6. the aggregate amount of all other non-cash charges
reducing Consolidated Net Income (excluding any
non-cash charge that results in an accrual of a
reserve for cash charges in any future period) for
such period; and
	 	 	 	 
	 
	 	 	 







 




			
	6	 	In each case only to the extent (and in the same
proportion) deducted in determining such Consolidated Net Income (and with
respect to the portion of Consolidated Net Income attributable to any
Subsidiary of the Reporting Entity only if a corresponding amount would be
permitted at the date of determination to be distributed to the Reporting
Entity by such Subsidiary without prior approval to the extent required (that
has not been obtained) pursuant to the terms of its Organizational Documents
and all agreements, instruments and Requirements of Law applicable to such
Subsidiary or its equityholders). Consolidated EBITDA shall be calculated on a
Pro Forma Basis to give effect to the Previous Transactions, the Transactions,
any Permitted Acquisition and Asset Sale consummated at any time on or after
the first day of the Test Period thereof as if the Previous Transactions, the
Transactions and each such Permitted Acquisition had been effected on the first
day of such period and as if each such Asset Sale had been consummated on the
first day of such period.





-4-









 





	 	 	 	 	 
	7. the aggregate amount, without duplication, of
payments pursuant to Section 6.08(b) of the Credit
Agreement for such period.
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Subtotal; minus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(B) the aggregate amount of all non-cash items increasing
Consolidated Net Income (other than the accrual of revenue or
recording of receivables in the ordinary course of business) for
such period.
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Subtotal; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(C) one-quarter of the EBITDA projected for the first twelve
(12) months of operations of a Material Project7
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Subtotal; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(D) any applicable Haynesville EBITDA Adjustments for such
period.8
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated EBITDA ((A) — (B) + (C) + (D) =)       
	IV =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Total Leverage Ratio (((I) + ((II) x (III))) / (IV) =)
	 	 	[     ]:1.00 	 
	 
	 	 	 	 
	Covenant Requirement
	 	 	 	 
	 
	 	 	 







 




			
	7	 	Shall be added to actual Consolidated EBITDA for the
fiscal quarter in which such Material Project was completed and for each of the
immediately preceding three fiscal quarters (in each case, net of any actual
Consolidated EBITDA attributable to such Material Project accruing after its
completion); provided that the aggregate amount of any such addition shall not
exceed (20%) of the capital cost of such Material Project; provided further
that no such additions shall be allowed with respect to any Material Project
unless, not less than thirty (30) days prior to the completion thereof, the
Administrative Agent shall have received written pro forma projections of
EBITDA relating to such Material Project and such other documentation as the
Administrative Agent may reasonably request, all in form and substance
satisfactory to the Administrative Agent.
	 
	8	 	Shall be determined pursuant to the calculations found
in Annex B; 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 footnote 6
above..





-5-









 






	6.10(b) 	 	Minimum Consolidated Interest Coverage Ratio: the ratio of
Consolidated EBITDA for the Test Period most recently ended to Consolidated
Interest Expense for the Test Period most recently ended





	 	 	 	 	 
	(I) Consolidated EBITDA (from Maximum Total Leverage Ratio Calculation) 
	I =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(II) Consolidated Interest Expense calculation:
	 	 	 	 
	 
	 	 	 	 
	Consolidated Interest Expense shall mean, for any period9
	 	 	 	 
	 
	 	 	 	 
	(A) the total consolidated interest expense of the Reporting
Entity and its Subsidiaries for such period net of gross interest
income of the Reporting Entity and its Subsidiaries, in each case
determined on a consolidated basis in accordance with GAAP plus,
without duplication (to the extent not already included in such
total consolidated interest expense):
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	1. imputed interest on Capital Lease Obligations and
Sale/Leaseback Attributable Indebtedness of the
Reporting Entity and its Subsidiaries for such
period; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	2. commissions, discounts and other fees and charges
owed by the Reporting Entity or any of its
Subsidiaries with respect to letters of credit
securing financial obligations, bankers’ acceptance
financing and receivables financings for such period;
plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. amortization of debt issuance costs, debt discount
or premium and other financing fees and expenses
incurred by the Reporting Entity or any of its
Subsidiaries for such period; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 







 




			
	9	 	Note that to the extent directly related to the
Transactions, Previous Transactions or any Permitted Acquisition, debt issuance
costs, debt discount or premium and other financing fees and expenses shall be
excluded from the calculation of Consolidated Interest Expense and Consolidated
Interest Expense shall be calculated after giving effect to Hedging Agreements
(including associated costs), but excluding unrealized gains and losses with
respect to Hedging Agreements. Further, Consolidated Interest Expense shall be
calculated on a Pro Forma Basis to give effect to any Indebtedness incurred,
assumed or permanently repaid or extinguished during the relevant Test Period
in connection with the Previous Transactions, the Transactions, any Permitted
Acquisition, Material Projects, any Investment by Borrower and its Subsidiaries
in the RIGS Holdings Joint Venture and Asset Sales as if such incurrence,
assumption, repayment or extinguishment had been effected on the first day of
such period.





-6-









 





	 	 	 	 	 
	4. cash contributions to any employee stock ownership
plan or similar trust made by the Reporting Entity or
any of its Subsidiaries to the extent such
contributions are used by such plan or trust to pay
interest or fees to any person (other than Reporting
Entity or a Wholly Owned Subsidiary) in connection
with Indebtedness incurred by such plan or trust for
such period; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	5. the interest portion of any deferred payment
obligations of the Reporting Entity or any of its
Subsidiaries for such period; plus
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	6. all interest on any Indebtedness of the Reporting
Entity or any of its Subsidiaries of the type
described in clauses (e) and (j) of the definition of
“Indebtedness” for such period.
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Interest Expense ((A) + 1 + 2 + 3 + 4 + 5 + 6 =)      
	II =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Ratio of Consolidated EBITDA to Consolidated Interest Expense
((I)/(II)=)
	 	 	[     ]:1.00 	 
	 
	 	 	 	 
	Covenant Requirement
	 	 	 	 
	 
	 	 	 





-7-









 








	6.10(c) 	 	Maximum Senior Secured Leverage Ratio: the ratio of (i) the sum
of (1) 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 plus (2) the product of RIGS
Consolidated Funded Indebtedness multiplied by the RIGS Holdings JV
Ownership Percentage to (ii) Consolidated EBITDA for the Test Period most
recently ended.





	 	 	 	 	 
	(I) Consolidated Funded Indebtedness 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 (from Maximum Total Leverage Ratio
Calculation) adjusted by subtracting the amount of Consolidated Funded
Indebtedness that is not 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
	 	 	 	 
	 
	 	 	 	 
	(A) Consolidated Funded Indebtedness (from Maximum total
Leverage Ration Calculation); less
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(B) the amount of Consolidated funded Indebtedness that is not
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
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Funded Indebtedness, as adjusted ((A) — (B)=) 
	I =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(II) RIGS Consolidated Funded Indebtedness (from Maximum Total Leverage
Ratio Calculation)      
	II =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(III) RIGS Holdings JV Ownership Percentage (from Maximum Total Leverage
Ratio Calculation)      
	III =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	(IV) Consolidated EBITDA (from Maximum Total Leverage Ratio Calculation)
  
	IV =	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Senior Secured Leverage Ratio (((I) + ((II) x (III))) / (IV) =)
	 	 	[     ]:1.00 	 
	 
	 	 	 	 
	Covenant Requirement
	 	 	 	 
	 
	 	 	 






	6.07(f) 	 	[Permitted Acquisitions:





          For each Permitted Acquisition consummated during
this period (if any) please copy this Schedule I
and show compliance with the above covenants on a
Pro Forma Basis to demonstrate compliance with
clause (ii)(d) of the definition of “Permitted
Acquisitions”.]



-8-









 







Annex A




	 	 	 	 	 
	A. Detail on Consolidated Net Income:
	 	 	 	 
	 
	 	 	 	 
	1. For such period, the consolidated net income (or loss) of the Reporting
Entity and its Subsidiaries determined on a consolidated basis in
accordance with GAAP;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	provided that there shall be excluded from such net income (to the extent
otherwise included therein), without duplication:
	 	 	 	 
	 
	 	 	 	 
	2. the net income (or loss) of any person (other than the Reporting Entity
or a Subsidiary of the Reporting Entity that is not a Joint Venture) in
which any person other than the Reporting Entity and its Subsidiaries has
an ownership interest, except to the extent that cash in an amount equal to
any such income has actually been received by the Reporting Entity or
(subject to clause (3) below) any of its Subsidiaries during such period;
provided, that if such cash received by the Reporting Entity or any of its
Subsidiaries relates to the Haynesville Project, it will be excluded from
net income (to the extent otherwise included therein) to the extent such
cash amount is otherwise reflected in a Haynesville EBITDA Adjustment (as
determined pursuant to Annex B) for such period;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	3. the net income of any Subsidiary of the Reporting Entity during such
period to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary of that income is not permitted by
operation of the terms of its Organizational Documents or any agreement,
instrument or Requirement of Law applicable to that Subsidiary during such
period, except that Reporting Entity’s equity in net loss of any such
Subsidiary for such period shall be included in determining Consolidated
Net Income;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	4. any gain (or loss), together with any related provisions for taxes on
any such gain (or the tax effect of any such loss), realized during such
period by the Reporting Entity or any of its Subsidiaries upon any Asset
Sale (other than any dispositions in the ordinary course of business) by
the Reporting Entity or any of its Subsidiaries;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	5. gains and losses due solely to fluctuations in currency values and the
related tax effects determined in accordance with GAAP for such period;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	6. non-cash earnings resulting from any reappraisal, revaluation or
write-up of assets;
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	7. unrealized gains and losses with respect to Hedging Obligations for such
period; and
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	8. any extraordinary gain (or extraordinary loss), giving effect to any
related provision for taxes on any such gain (or the tax effect of any such
loss), recorded or recognized by the Reporting Entity or any of its
Subsidiaries during such period.
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	Consolidated Net Income (1 - 2 - 3 - 4 - 5 - 6 - 7 - 8)
	 =	 	 	 
	 
	 	 	 





-9-









 





Annex B




Haynesville EBITDA Adjustment Calculation



“Haynesville EBITDA Adjustment” for such period shall mean, with respect to the Haynesville
Project:





     (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 Consolidated 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:




	 	(A)	 	not later than 20 days (or such shorter time period as
may be agreed by the Administrative Agent) prior to delivery of a
Compliance Certificate pursuant to Section 5.01(c) if Haynesville
EBITDA Adjustments shall be added to Consolidated EBITDA in determining
compliance with Section 6.10, the Reporting Entity shall have
delivered to the Administrative Agent a written request for Haynesville
EBITDA Adjustments setting forth (i) the scheduled commercial operation
date for the Haynesville Project, (ii) pro forma projections of
Consolidated EBITDA attributable to the Haynesville Project and (iii)
information, as applicable, regarding (A) Firm Transportation Agreements,
other contracts or negotiated settlements relating to the Haynesville
Project, (B) the ability of the producers to perform under the Firm
Transportation Agreements, (C) projected revenues from such Firm
Transportation Agreements, other contracts or negotiated settlements,
as the case may be and (D) projected capital costs and projected operating
and general administrative expenses, and
	 
	 	(B)	 	prior to the date such certificate is required to be
delivered, the Administrative Agent shall have approved (such approval not
to be unreasonably withheld or delayed) such projections and shall have
received such other information and documentation as the Administrative
Agent may reasonably request, all in form and substance satisfactory to the
Administrative Agent.






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