exhibit1.htm


    
      


         

          
            

          

        



    

    $900,000,000

     

    FIFTH
AMENDED AND RESTATED

     

    CREDIT
AGREEMENT

     

    dated
as of December 1, 2004,

     

    Amended
and Restated as of

    July
26, 2005, November 30, 2005, February 3, 2006, and August 15, 2006,

    and
Further Amended and Restated as of

    March
4, 2010

     

    among

     

    REGENCY
GAS SERVICES LP,

    as
Borrower,

     

    REGENCY
ENERGY PARTNERS LP

    and

    THE
OTHER GUARANTORS PARTY HERETO,

    as
Guarantors,

    THE
LENDERS PARTY HERETO,

     

    WACHOVIA
BANK, NATIONAL ASSOCIATION,

    as
Administrative Agent, Collateral Agent and Swingline Lender,

     

    WACHOVIA
BANK, NATIONAL ASSOCIATION

    WELLS
FARGO BANK, N.A.

    and

    BANK
OF AMERICA, N.A.,

    as
Issuing Bank

     

    WELLS
FARGO SECURITIES LLC,

    BANC
OF AMERICA SECURITIES LLC

    and

    RBS
SECURITIES INC.,

    as
Joint Lead Arrangers and Joint Bookmanagers

    for
the Tranche 2 Revolving Loans,

     

    BANK
OF AMERICA, N.A.

    and

    THE
ROYAL BANK OF SCOTLAND PLC,

    as
Co-Syndication Agents for the Tranche 2 Revolving Loans,

     

    MORGAN
STANLEY SENIOR FUNDING, INC.

    and

    BARCLAYS
BANK PLC,

    as
Co-Documentation Agents for the Tranche 2 Revolving Loans

     

    JPMORGAN
CHASE BANK, N.A.,

    UBS
LOAN FINANCE LLC

    and

    CITIBANK,
N.A.,

    as
Senior Managing Agents for the Tranche 2 Revolving Loans,

     

    Cahill
Gordon & Reindel llp

    80
Pine Street

    New
York, NY 10005

     

      
        

      

    

    
      
        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    TABLE
OF CONTENTS

     

                                                                                                                                   

    
      	Section   	
               

            	 	 	 Page	 


    

     

    ARTICLE
I

    DEFINITIONS

     

    
      
        	
                SECTION
      1.01

              	
                Defined
      Terms

              	 	 	3	 
	
                SECTION
      1.02

              	
                Classification
      of Loans and Borrowings

              	 	 	44	 
	
                SECTION
      1.03

              	
                Terms
      Generally

              	 	 	44	 
	
                SECTION
      1.04

              	
                Accounting
      Terms; GAAP

              	 	 	45	 
	
                SECTION
      1.05

              	
                Resolution
      of Drafting Ambiguities

              	 	 	45	 


      

       

    

    ARTICLE
II

    THE
CREDITS

     

    
      
        	
                SECTION
      2.01

              	
                Commitments

              	 	 	45	 
	
                SECTION
      2.02

              	
                Loans

              	 	 	45	 
	
                SECTION
      2.03

              	
                Borrowing
      Procedure

              	 	 	47	 
	
                SECTION
      2.04

              	
                Evidence
      of Debt; Repayment of Loans

              	 	 	48	 
	
                SECTION
      2.05

              	
                Fees

              	 	 	49	 
	
                SECTION
      2.06

              	
                Interest
      on Loans

              	 	 	50	 
	
                SECTION
      2.07

              	
                Termination
      and Reduction of Commitments

              	 	 	51	 
	
                SECTION
      2.08

              	
                Interest
      Elections

              	 	 	52	 
	
                SECTION
      2.09

              	
                [Intentionally
      Omitted]

              	 	 	53	 
	
                SECTION
      2.10

              	
                Optional
      and Mandatory Prepayments of Loans

              	 	 	53	 
	
                SECTION
      2.11

              	
                Alternate
      Rate of Interest

              	 	 	56	 
	
                SECTION
      2.12

              	
                Yield
      Protection

              	 	 	56	 
	
                SECTION
      2.13

              	
                Breakage
      Payments

              	 	 	58	 
	
                SECTION
      2.14

              	
                Payments
      Generally; Pro Rata Treatment; Sharing of Setoffs

              	 	 	58	 
	
                SECTION
      2.15

              	
                Taxes

              	 	 	60	 
	
                SECTION
      2.16

              	
                Mitigation
      Obligations; Replacement of Lenders

              	 	 	62	 
	
                SECTION
      2.17

              	
                Swingline
      Loans

              	 	 	63	 
	
                SECTION
      2.18

              	
                Letters
      of Credit

              	 	 	64	 
	
                SECTION
      2.19

              	
                Increase
      in Commitments; Release of Collateral

              	 	 	71	 
	
                SECTION
      2.20

              	
                Modification
      of Revolving Loans.

              	 	 	74	 
	
                SECTION
      2.21

              	
                Defaulting
      Lenders

              	 	 	75	 


      

    

     

    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES

     

    
      
        	
                SECTION
      3.01

              	
                Organization;
      Powers

              	 	 	77	 
	
                SECTION
      3.02

              	
                Authorization;
      Enforceability

              	 	 	77	 
	
                SECTION
      3.03

              	
                No
      Conflicts

              	 	 	77	 
	
                SECTION
      3.04

              	
                Financial
      Statements; Projections

              	 	 	78	 
	
                SECTION
      3.05

              	
                Properties

              	 	 	78	 
	
                SECTION
      3.06

              	
                Intellectual
      Property

              	 	 	79	 


      

       

      
        
          
          

        

        
          - i
-

          
            

          

        

        
          
          

        

      

    

     

    
      	Section   	
               

            	 	 	 Page	 


       

    

     

    
      
        	
                SECTION
      3.07

              	
                Equity
      Interests and Subsidiaries

              	 	 	79	 
	
                SECTION
      3.08

              	
                Litigation;
      Compliance with Laws

              	 	 	80	 
	
                SECTION
      3.09

              	
                Agreements

              	 	 	80	 
	
                SECTION
      3.10

              	
                Federal
      Reserve Regulations

              	 	 	81	 
	
                SECTION
      3.11

              	
                Investment
      Company Act

              	 	 	81	 
	
                SECTION
      3.12

              	
                Use
      of Proceeds

              	 	 	81	 
	
                SECTION
      3.13

              	
                Taxes

              	 	 	81	 
	
                SECTION
      3.14

              	
                No
      Material Misstatements

              	 	 	81	 
	
                SECTION
      3.15

              	
                Labor
      Matters

              	 	 	82	 
	
                SECTION
      3.16

              	
                Solvency

              	 	 	82	 
	
                SECTION
      3.17

              	
                Employee
      Benefit Plans

              	 	 	82	 
	
                SECTION
      3.18

              	
                Environmental
      Matters

              	 	 	83	 
	
                SECTION
      3.19

              	
                Insurance

              	 	 	84	 
	
                SECTION
      3.20

              	
                Security
      Documents

              	 	 	84	 
	
                SECTION
      3.21

              	
                [Intentionally
      Omitted]

              	 	 	85	 
	
                SECTION
      3.22

              	
                Anti-Terrorism
      Law

              	 	 	85	 


      

    

     

    ARTICLE
IV

    CONDITIONS
TO EFFECTIVENESS AND CREDIT EXTENSIONS

     

    
      
        	
                SECTION
      4.01

              	
                Conditions
      Precedent to the Fifth ARCA Effective Date

              	 	 	86	 
	
                SECTION
      4.02

              	
                Conditions
      to All Credit Extensions

              	 	 	86	 


      

    

     

    ARTICLE
V

    AFFIRMATIVE
COVENANTS

     

    
      
        	
                SECTION
      5.01

              	
                Financial
      Statements, Reports, etc.

              	 	 	87	 
	
                SECTION
      5.02

              	
                Litigation
      and Other Notices

              	 	 	89	 
	
                SECTION
      5.03

              	
                Existence;
      Businesses and Properties

              	 	 	89	 
	
                SECTION
      5.04

              	
                Insurance

              	 	 	90	 
	
                SECTION
      5.05

              	
                Obligations
      and Taxes

              	 	 	91	 
	
                SECTION
      5.06

              	
                Employee
      Benefits

              	 	 	91	 
	
                SECTION
      5.07

              	
                Maintaining
      Records; Access to Properties and Inspections

              	 	 	91	 
	
                SECTION
      5.08

              	
                Use
      of Proceeds

              	 	 	91	 
	
                SECTION
      5.09

              	
                Compliance
      with Environmental Laws; Environmental Reports

              	 	 	92	 
	
                SECTION
      5.10

              	
                [Intentionally
      Omitted].

              	 	 	92	 
	
                SECTION
      5.11

              	
                Additional
      Collateral; Additional Guarantors

              	 	 	92	 
	
                SECTION
      5.12

              	
                Security
      Interests; Further Assurances

              	 	 	95	 
	
                SECTION
      5.13

              	
                Information
      Regarding Collateral

              	 	 	96	 


      

       

    

    ARTICLE
VI

    NEGATIVE
COVENANTS

     

    
      
        	
                SECTION
      6.01

              	
                Indebtedness

              	 	 	96	 
	
                SECTION
      6.02

              	
                Liens

              	 	 	98	 
	
                SECTION
      6.03

              	
                Sale
      and Leaseback Transactions

              	 	 	102	 
	
                SECTION
      6.04

              	
                Investment,
      Loan and Advances

              	 	 	102	 


         

         

        
          
            
            

          

          
            - ii
-

            
              

            

          

          
            
            

          

        

         

        
          	Section   	
                   

                	 	 	 Page	 


           

        

         

        	
                SECTION
      6.05

              	
                Mergers
      and Consolidations; Dissolution

              	 	 	104	 
	
                SECTION
      6.06

              	
                Asset
      Sales

              	 	 	104	 
	
                SECTION
      6.07

              	
                Acquisitions

              	 	 	105	 
	
                SECTION
      6.08

              	
                Dividends

              	 	 	106	 
	
                SECTION
      6.09

              	
                Transactions
      with Affiliates

              	 	 	106	 
	
                SECTION
      6.10

              	
                Financial
      Covenants

              	 	 	107	 
	
                SECTION
      6.11

              	
                Prepayments
      of Other Indebtedness; Modifications of Organizational Documents and Other
      Documents, etc

              	 	 	107	 
	
                SECTION
      6.12

              	
                Limitation
      on Certain Restrictions on Subsidiaries

              	 	 	108	 
	
                SECTION
      6.13

              	
                Limitation
      on Issuance of Capital Stock

              	 	 	108	 
	
                SECTION
      6.14

              	
                Limitation
      on Creation of Subsidiaries

              	 	 	109	 
	
                SECTION
      6.15

              	
                Business

              	 	 	109	 
	
                SECTION
      6.16

              	
                [Intentionally
      Omitted]

              	 	 	109	 
	
                SECTION
      6.17

              	
                Fiscal
      Year

              	 	 	109	 
	
                SECTION
      6.18

              	
                No
      Further Negative Pledge

              	 	 	109	 
	
                SECTION
      6.19

              	
                Anti-Terrorism
      Law; Anti-Money Laundering

              	 	 	110	 
	
                SECTION
      6.20

              	
                Embargoed
      Person

              	 	 	110	 
	
                SECTION
      6.21

              	
                Regency
      Haynesville Permitted Business

              	 	 	110	 


      

       

    

    ARTICLE
VII

    GUARANTEE

     

    
      
        	
                SECTION
      7.01

              	
                The
      Guarantee

              	 	 	110	 
	
                SECTION
      7.02

              	
                Obligations
      Unconditional

              	 	 	111	 
	
                SECTION
      7.03

              	
                Reinstatement

              	 	 	112	 
	
                SECTION
      7.04

              	
                Subrogation;
      Subordination

              	 	 	112	 
	
                SECTION
      7.05

              	
                Remedies

              	 	 	112	 
	
                SECTION
      7.06

              	
                Instrument
      for the Payment of Money

              	 	 	113	 
	
                SECTION
      7.07

              	
                Continuing
      Guarantee

              	 	 	113	 
	
                SECTION
      7.08

              	
                General
      Limitation on Guarantee Obligations

              	 	 	113	 
	
                SECTION
      7.09

              	
                Release
      of Guarantors

              	 	 	113	 


      

    

     

    ARTICLE
VIII

    EVENTS OF
DEFAULT

     

    
      
        	
                SECTION
      8.01

              	
                Events
      of Default

              	 	 	113	 
	
                SECTION
      8.02

              	
                Rescission

              	 	 	116	 
	
                SECTION
      8.03

              	
                Application
      of Proceeds

              	 	 	116	 
	
                SECTION
      8.04

              	
                Right
      to Cure

              	 	 	117	 


      

    

    ARTICLE
IX

    THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

     

    
      
        	
                SECTION
      9.01

              	
                Appointment
      and Authority

              	 	 	118	 
	
                SECTION
      9.02

              	
                Rights
      as a Lender

              	 	 	118	 
	
                SECTION
      9.03

              	
                Exculpatory
      Provisions

              	 	 	118	 
	
                SECTION
      9.04

              	
                Reliance
      by Agent

              	 	 	119	 


         

         

        
          
            
            

          

          
            - iii
-

            
              

            

          

          
            
            

          

        

         

        
          	Section   	
                   

                	 	 	 Page	 


           

        

         

        	
                SECTION
      9.05

              	
                Delegation
      of Duties

              	 	 	119	 
	
                SECTION
      9.06

              	
                Resignation
      of Agent

              	 	 	119	 
	
                SECTION
      9.07

              	
                Non-Reliance
      on Agent and Other Lenders

              	 	 	120	 
	
                SECTION
      9.08

              	
                No
      Other Duties, etc.; Appointment

              	 	 	120	 


      

ARTICLE
X

    MISCELLANEOUS

     

    
      	
              SECTION
      10.01

            	
              Notices

            	 	 	121	 
	
              SECTION
      10.02

            	
              Waivers;
      Amendment

            	 	 	123	 
	
              SECTION
      10.03

            	
              Expenses;
      Indemnity; Damage Waiver

            	 	 	126	 
	
              SECTION
      10.04

            	
              Successors
      and Assigns

            	 	 	128	 
	
              SECTION
      10.05

            	
              Survival
      of Agreement

            	 	 	131	 
	
              SECTION
      10.06

            	
              Counterparts;
      Integration; Effectiveness; Electronic Execution

            	 	 	131	 
	
              SECTION
      10.07

            	
              Severability

            	 	 	132	 
	
              SECTION
      10.08

            	
              Right
      of Setoff

            	 	 	132	 
	
              SECTION
      10.09

            	
              Governing
      Law; Jurisdiction; Consent to Service of Process

            	 	 	132	 
	
              SECTION
      10.10

            	
              Waiver
      of Jury Trial

            	 	 	133	 
	
              SECTION
      10.11

            	
              Headings

            	 	 	133	 
	
              SECTION
      10.12

            	
              Treatment
      of Certain Information; Confidentiality

            	 	 	133	 
	
              SECTION
      10.13

            	
              USA
      PATRIOT Act Notice

            	 	 	134	 
	
              SECTION
      10.14

            	
              Interest
      Rate Limitation

            	 	 	134	 
	
              SECTION
      10.15

            	
              [Reserved]

            	 	 	134	 
	
              SECTION
      10.16

            	
              Obligations
      Absolute

            	 	 	134	 


    

    
 

    SCHEDULES


    
      	
              Schedule
      1.01(b)

            	
              Subsidiary
      Guarantors

            
	
              Schedule
      3.03

            	
              Governmental
      Approvals; Compliance with Laws

            
	
              Schedule
      3.06(c)

            	
              Violations
      or Proceedings

            
	
              Schedule
      3.18

            	
              Environmental
      Matters

            
	
              Schedule
      3.19

            	
              Insurance

            
	
              Schedule
      6.01(b)

            	
              Existing
      Indebtedness

            
	
              Schedule
      6.02(c)

            	
              Existing
      Liens

            
	
              Schedule
      6.04(b)

            	
              Existing
      Investments

            


    

     

     

    EXHIBITS

    

      
        	
                Exhibit
      A

              	
                Form
      of Administrative Questionnaire

              
	
                Exhibit
      B

              	
                Form
      of Amended and Restated Assignment and Assumption

              
	
                Exhibit
      C

              	
                Form
      of Borrowing Request

              
	
                Exhibit
      D

              	
                Form
      of Compliance Certificate

              
	
                Exhibit
      E

              	
                Form
      of Interest Election Request

              
	
                Exhibit
      F

              	
                Form
      of Joinder Agreement

              
	
                Exhibit
      G

              	
                Form
      of Landlord Access Agreement

              
	
                Exhibit
      H

              	
                Form
      of LC Request

              
	
                Exhibit
      I

              	
                [Reserved]

              


      



      
        
           


        

        
          - iv
-

          
            

          

        

        
           


        

      


      
        	
                Exhibit
      J

              	
                Form
      of Mortgage

              
	
                Exhibit
      K-1

              	
                Form
      of Term Note

              
	
                Exhibit
      K-2

              	
                Form
      of Tranche 1 Revolving Note

              
	
                Exhibit
      K-3

              	
                Form
      of Tranche 2 Revolving Note

              
	
                Exhibit
      K-4

              	
                Form
      of Swingline Note

              
	
                Exhibit
      L-1

              	
                Form
      of Perfection Certificate

              
	
                Exhibit
      L-2

              	
                Form
      of Perfection Certificate Supplement

              
	
                Exhibit
      M

              	
                Form
      of Intercompany Note

              
	
                Exhibit
      N

              	
                Form
      of Non-Bank
Certificate

              


      




    
      
         


      

      
        - v
-

        
          

        

      

      
         


      

    


    FIFTH
AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of
December 1, 2004, amended and restated as of July 26, 2005, November 30, 2005,
February 3, 2006 and August 15, 2006 and further amended and restated as of
March 4, 2010, among REGENCY GAS SERVICES LP, a Delaware limited partnership
(including any successor-in-interest, “Borrower”), REGENCY ENERGY
PARTNERS LP, a Delaware limited partnership (including any
successor-in-interest, “Regency
MLP”), the Subsidiary Guarantors (such term and each other capitalized
term used but not defined where used having the meaning given to it in Section 1.01), the
Lenders, WELLS FARGO SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and UBS SECURITIES LLC
(“UBSS”), as joint lead
arrangers and joint bookmanagers for the Tranche 1 Revolving Loans (Wells Fargo
Securities LLC, CGMI and UBSS, in such capacities, the “Tranche 1 Arrangers”), WELLS
FARGO SECURITIES LLC, BANC OF AMERICA SECURITIES LLC (“BAS”) and RBS SECURITIES INC.
(“RBS”), as joint lead
arrangers and joint bookmanagers for the Tranche 2 Revolving Loans (Wells Fargo
Securities LLC, BAS and RBS, in such capacities, the “Tranche 2 Arrangers” and,
together with the Tranche 1 Arrangers, the “Arrangers”), WACHOVIA BANK,
NATIONAL ASSOCIATION (“Wachovia
Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the
Lenders and as collateral agent for the Secured Parties and the Issuing Bank (in
such capacity, the “Collateral
Agent”), UBS LOAN FINANCE LLC (“UBS Loan Finance”) and CGMI,
as co-syndication agents for the Tranche 1 Revolving Loans (UBS Loan Finance and
CGMI, in such capacities, the “Tranche 1 Co-Syndication
Agents”), BANK OF AMERICA, N.A. (“Bank of America”) and THE
ROYAL BANK OF SCOTLAND PLC (“RBOS”), as co-syndication
agents for the Tranche 2 Revolving Loans (Bank of America and RBOS, in such
capacities, the “Tranche 2
Co-Syndication Agents” and, together with the Tranche 1 Co-Syndication
Agents, the “Co-Syndication
Agents”), Wachovia Bank, WELLS FARGO BANK, N.A. and Bank of America, as
issuing banks (each in such capacity, the “Issuing Bank”), Wachovia Bank
as swingline lender (in such capacity, the “Swingline Lender”), JPMORGAN
CHASE BANK, N.A. (“JPM”), UBS Loan Finance and
CITIBANK, N.A. (“Citibank”) as senior managing
agents (each in such capacity, the “Senior Managing Agents”) and
MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”) and BARCLAYS
BANK PLC (“Barclays”) as
co-documentation agents (each in such capacities, the “Co-Documentation
Agents”).

     

    WITNESSETH:

     

    WHEREAS,
Borrower, the lending institutions from time to time party thereto as Lenders
(the “Original
Lenders”), UBS AG, Stamford Branch, as administrative agent and
collateral agent, UBSS, as arranger and bookmanager, UBS Loan Finance, as
swingline lender and certain other agents entered into that certain credit
agreement dated as of December 1, 2004 (the “Original Credit Agreement”),
pursuant to which the Original Lenders made certain loans and other extensions
of credit to Borrower;

     

    WHEREAS,
Borrower, the Lenders party thereto from time to time, UBS AG, Stamford Branch,
as administrative agent and collateral agent, UBSS, as arranger and bookmanager,
UBS Loan Finance, as swingline lender and certain other agents entered into (i)
the first amendment and restatement of the Original Credit Agreement on
July 26, 2005, (ii) the second amendment 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    and
restatement thereof on November 30, 2005 (the “Second Amended and Restated Credit
Agreement”) and (iii) the third amendment and restatement thereof on
February 3, 2006 (the “Third Amended and Restated Credit
Agreement”);

     

    WHEREAS,
Borrower, the Lenders party thereto, Wachovia Bank, as administrative agent and
collateral agent for the Third Amended and Restated Credit Agreement, UBSS and
Wachovia Capital Markets, as joint lead arrangers and joint bookmanagers for the
Term Facility, Wachovia Capital Markets, CGMI and UBSS, as joint lead arrangers
and joint bookmanagers for the Revolving Facility, UBSS, as syndication agent
for the Facilities and CGMI, as co-syndication agent for the Revolving Facility
entered into the fourth amendment and restatement of the Original Credit
Agreement on August 15, 2006 (as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment
No. 7 and Amendment No. 8, the “Fourth Amended and Restated Credit
Agreement”).

     

    WHEREAS,
Borrower, the Lenders party thereto, Wachovia Bank, as administrative agent and
collateral agent for the Fourth Amended and Restated Credit Agreement, Wells
Fargo Securities LLC, BAS and RBS, as joint lead arrangers and joint
bookmanagers for the Revolving Facility, Bank of America and RBOS, as
co-syndication agents for the Revolving Facility, JPM, UBSS and CGMI, as senior
managing agents for the Revolving Facility, and Morgan Stanley and Barclays, as
co-documentation agents for the Revolving Facility, desire to further amend and
restate the Fourth Amended and Restated Credit Agreement on and subject to the
terms and conditions set forth herein and in the Amendment Agreement dated as of
the date hereof (the “Amendment
Agreement”) amongst the parties hereto;

     

    WHEREAS,
the proceeds of Revolving Loans and Swingline Loans will be used by Borrower for
working capital and general corporate purposes (including Permitted
Acquisitions).  Letters of Credit have been and will be used by
Borrower for general corporate purposes; and

     

    WHEREAS,
the parties hereto intend that (a) the loans under the Fourth Amended and
Restated Credit Agreement outstanding as of the Fifth ARCA Effective Date shall
continue to exist and shall be Loans under and as defined in this Agreement on
the terms set forth herein and (b) the Continuing Collateral and the Loan
Documents shall continue to secure, guarantee, support and otherwise benefit the
Secured Obligations of Borrower and the other Loan Parties under this Agreement
and the other Loan Documents.

     

    WHEREAS,
the Tranche B Term Loans under the Fourth Amended and Restated Credit Agreement
have been repaid in full and the terms of Incremental Term Loans made under this
Agreement are set forth herein and shall be, except as to pricing, amortization,
maturity date and as otherwise set forth herein or in the Increase Joinder,
identical to the Tranche B Term Loans under the Fourth Amended and Restated
Credit Agreement.

     

    NOW,
THEREFORE, the parties hereto hereby agree that the Fourth Amended and Restated
Credit Agreement is amended and restated as follows:

     

     

    
      
        
        

      

      
        - 2
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    ARTICLE
I

    DEFINITIONS

     

    SECTION
1.01 Defined
Terms.  As
used in this Agreement, the following terms shall have the meanings specified
below:

     

    “ABR”, when used in reference
to any Loan or Borrowing, is used when such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.

     

    “ABR Borrowing” shall mean a
Borrowing comprised of ABR Loans.

     

    “ABR Loan” shall mean any ABR
Incremental Term Loan or ABR Revolving Loan.

     

    “ABR Revolving Loan” shall mean
any Revolving Loan bearing interest at a rate determined by reference to the
Alternate Base Rate in accordance with the provisions of Article II.

     

    “ABR Incremental Term Loan”
shall mean any Incremental Term Loan bearing interest at a rate determined by
reference to the Alternate Base Rate in accordance with the provisions of Article II.

     

    “Acquisition” shall mean the
direct or indirect purchase or acquisition, whether in one or more related
transactions, by Borrower or any of its Subsidiaries of any person or group of
persons (or any Equity Interest in any person or group of persons) or any
related group of assets, liabilities or securities of any person or group of
persons.

     

    “Adjusted LIBOR Rate” shall
mean, with respect to any Eurodollar Borrowing for any Interest Period,
(a) an interest rate per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) determined by the Administrative Agent to be equal to the
LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period
divided by (b) 1 minus the Statutory Reserves
(if any) for such Eurodollar Borrowing for such Interest Period.

     

    “Administrative Agent” shall
have the meaning assigned to such term in the preamble hereto and includes each
other person appointed as the successor pursuant to Article X.

     

    “Administrative Agent Fee”
shall have the meaning assigned to such term in Section 2.05(b).

     

    “Administrative Questionnaire”
shall mean an Administrative Questionnaire in substantially the form of Exhibit
A.

     

    “Affiliate” shall mean, when
used with respect to a specified person, another person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the person specified; provided, however, that, for
purposes of Section 6.09,
the term “Affiliate” shall also include (i) any person that directly or
indirectly owns more than 15% of any class of Equity Interests of the person
specified or (ii) any person that is an executive officer or director of
the person specified.

     

    
      
        
        

      

      
        - 3
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    “Agents” shall mean the
Administrative Agent and the Collateral Agent; and “Agent” shall mean any of
them.

     

    “Agreement” shall have the
meaning assigned to such term in the preamble hereto.

     

    “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 1.00% .  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.

     

    “Amendment Agreement” shall
have the meaning assigned to such term in the recitals hereto.

     

    “Amendment No. 1” shall mean
Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated as of
June 15, 2007, among the Borrower, the Administrative Agent and the Required
Lenders.

     

    “Amendment No. 2” shall mean
Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated as of
June 29, 2007, among the Borrower, the Administrative Agent and the Required
Lenders.

     

    “Amendment No. 3” shall mean
Amendment No. 3 to Fourth Amended and Restated Credit Agreement, dated as of the
Amendment No. 3 Effective Date, among the Borrower, the Administrative Agent and
the Required Lenders.

     

    “Amendment No. 3 Effective
Date” shall mean September 28, 2007.

     

    “Amendment No. 4” shall mean
Amendment No. 4 to Fourth Amended and Restated Credit Agreement, dated as of the
Amendment No. 4 Effective Date, among the Borrower, the Guarantors, the
Administrative Agent and the Required Lenders.

     

    “Amendment No. 4 Effective
Date” shall mean January 15, 2008.

     

    “Amendment No. 5” shall mean
Amendment No. 5 to Fourth Amended and Restated Credit Agreement, dated as of the
Amendment No. 5 Effective Date, among the Borrower, the Guarantors, the
Administrative Agent and the Required Lenders.

     

    
      
        
        

      

      
        - 4
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    “Amendment No. 5 Effective
Date” shall mean February 13, 2008.

     

    “Amendment No. 6” shall mean
Amendment No. 6 and Waiver to Fourth Amended and Restated Credit Agreement,
dated as of the Amendment No. 6 Effective Date, among the Borrower, the
Guarantors, the Administrative Agent and the Required Lenders.

     

    “Amendment No. 6 Effective
Date” shall mean May 9, 2008.

     

    “Amendment No. 7” shall mean
Amendment No. 7 to Fourth Amended and Restated Credit Agreement, dated as of
February 26, 2009, among Borrower, the Administrative Agent and the Required
Lenders.

     

    “Amendment No. 8” shall mean
Amendment No. 8 to Fourth Amended and Restated Credit Agreement, dated as of the
Amendment No. 8 Effective Date, among Borrower, the Administrative Agent and the
Required Lenders.

     

    “Amendment No. 8 Effective
Date” shall mean July 24, 2009.

     

    “Anti-Terrorism Laws” shall
have the meaning assigned to such term in Section 3.22.

     

    “Applicable Fee” shall
mean:

     

    
      	
              
                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	%


    

    


    Each
change in the Applicable Fee resulting from a change in the Total Leverage Ratio
shall be effective as the case may be on and after the date of receipt by the
Administrative Agent of the financial statements and certificates required by
Section 5.01(a)
or (b) and
Section 5.01(c),
respectively, indicating such change until the date immediately preceding the
next date of receipt of such financial statements and certificates indicating
another such change.  Notwithstanding the foregoing, the Total
Leverage Ratio shall be deemed to be in Level II for Tranche 2 Revolving Loans
from the Fifth ARCA Effective Date to the date of receipt by the Administrative
Agent of the financial statements and certificates required by Section 5.01(a)
or (b) and
Section 5.01(c)
for the fiscal quarter ended June 30, 2010 and Level I for Revolving Loans
(i) at any time during which Borrower has failed to deliver the financial
statements and certificates required by Section 5.01(a)
or (b) and
Section 5.01(c),
respectively, and (ii) at any time during the existence of an Event of
Default.

     


    
      
         


      

      
        - 5
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    “Applicable Margin” shall
mean:

     

    


    
      	 	 	 	 	
              
                Revolving
      Loans

              

            	 
	
              
                Level

              

            	 	
              
                
                  Total
      Leverage 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	%


    

    


    Each
change in the Applicable Margin resulting from a change in the Total Leverage
Ratio shall be effective as the case may be on and after the date of receipt by
the Administrative Agent of the financial statements and certificates required
by Section 5.01(a)
or (b) and
Section 5.01(c),
respectively, indicating such change until the date immediately preceding the
next date of receipt of such financial statements and certificates indicating
another such change.  Notwithstanding the foregoing, the Total
Leverage Ratio shall be deemed to be in Level II for Tranche 2 Revolving Loans
from the Fifth ARCA Effective Date to the date of receipt by the Administrative
Agent of the financial statements and certificates required by Section 5.01(a)
or (b) and
Section 5.01(c)
for the fiscal quarter ended June 30, 2010 and Level I for Revolving Loans
(i) at any time during which Borrower has failed to deliver the financial
statements and certificates required by Section 5.01(a)
or (b) and
Section 5.01(c),
respectively, and (ii) at any time during the existence of an Event of
Default.

     

    “Approved Fund” shall mean any
Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.

     

    “Arrangers” shall have the
meaning assigned to such term in the preamble hereto.

     

    “Asset Sale” shall mean
(a) any conveyance, sale, lease, sublease, assignment, transfer or other
disposition (including by way of merger or consolidation and including any Sale
and Leaseback Transaction) of any property excluding sales of inventory and
dispositions of cash equivalents, in each case, in the ordinary course of
business, by Borrower or any of its Subsidiaries and (b) any issuance or
sale of any Equity Interests of any Subsidiary of Borrower (other than a Joint
Venture which is not the RIGS Joint Venture; provided that any issuance of
Equity Interests of the RIGS Joint Venture by such RIGS Joint Venture shall be
deemed not to be an Asset Sale hereunder), in each case, to any person other
than (i) Borrower, (ii) any Subsidiary Guarantor or (iii) other
than for purposes of Section 6.06, any
other Subsidiary.

     

    “Assignment and Assumption”
shall mean an assignment and assumption entered into by a Lender and an Eligible
Assignee (with the consent of any party whose consent is required by Section 10.04(b)),
and accepted by the Administrative Agent, in substantially the form of Exhibit B, or
any other form approved by the Administrative Agent.

     

    
      
        
        

      

      
        - 6
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    “Auto-Renewal Letter of Credit”
shall have the meaning assigned to such term in Section
2.18(c).

     

    “Available Cash” shall mean the
amount allowed to be distributed pursuant to the Regency MLP
Agreement.

     

    “Bank of America” shall have
the meaning assigned to such term in the preamble hereto.

     

    “BAS” shall have the meaning
assigned to such term in the preamble hereto.

     

    “Base Rate” shall mean, for any
day, a rate per annum that is equal to the corporate base rate of interest
established by the Administrative Agent from time to time; each change in the
Base Rate shall be effective on the date such change is
effective.  The corporate base rate is not necessarily the lowest rate
charged by the Administrative Agent to its customers.

     

    “Board” shall mean the Board of
Governors of the Federal Reserve System of the United States.

     

    “Board of Directors” shall
mean, with respect to any person, (i) in the case of any corporation, the
board of directors of such person, (ii) in the case of any limited
liability company, the board of managers (or equivalent) of such person,
(iii) in the case of any partnership, the Board of Directors (or
equivalent) of the general partner of such person and (iv) in any other
case, the functional equivalent of the foregoing.

     

    “Borrower” shall have the
meaning assigned to such term in the preamble hereto.

     

    “Borrowing” shall mean (a)
Loans of the same Class and Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Swingline Loan.

     

    “Borrowing Request” shall mean
a request by Borrower in accordance with the terms of Section 2.03 and
substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.

     

    “Building” shall have the
meaning assigned in the applicable Flood Insurance Regulation.

     

    “Business Day” shall mean any
day other than a Saturday, Sunday or other day on which banks in New York City
are authorized or required by law to close; provided, however, that when used in
connection with a Eurodollar Loan, the term “Business Day” shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

     

    “Capital Expenditures” shall
mean (a) the Haynesville Project, (b) the Material Projects, (c) the
Material RIGS Projects and (d) for any period, without duplication, the
increase during that period in the gross property, plant or equipment account in
the consolidated balance sheet of the Reporting Entity and its Subsidiaries,
determined in accordance with GAAP, whether or not such increase is financed by
the incurrence of Indebtedness.

     

    
      
        
        

      

      
        - 7
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    “Capital Lease Obligations” of
any person shall mean the obligations of such person to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet
of such person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

     

    “Cash Collateralize” means, in
respect of an obligation, to provide and pledge (as a first priority perfected
security interest) cash collateral in dollars, at a location and pursuant to
documentation in form and substance reasonably satisfactory to each of the
Administrative Agent, the Issuing Bank (in the case of obligations owing to the
Issuing Bank) and the Swingline Lender (in the case of obligations owing to the
Swingline Lender) (and “Cash
Collateral”, “Cash
Collateralization” and “Cash Collateralized” have
corresponding meanings).

     

    “Cash Equivalents” shall mean,
as to any person, (a) securities issued, or directly, unconditionally and
fully guaranteed or insured, by the United States or any agency or
instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition by such person;
(b) time deposits and certificates of deposit of any Lender or any
commercial bank having, or which is the principal banking subsidiary of a bank
holding company organized under the laws of the United States, any state thereof
or the District of Columbia having, capital and surplus aggregating in excess of
$500.0 million and a rating of “A” (or such other similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act) with maturities of not more than
one year from the date of acquisition by such person; (c) repurchase
obligations with a term of not more than 30 days for underlying securities
of the types described in clause (a) above entered into with any bank
meeting the qualifications specified in clause (b) above, which repurchase
obligations are secured by a valid perfected security interest in the underlying
securities; (d) commercial paper issued by any person incorporated in the
United States rated at least A-1 or the equivalent thereof by Standard &
Poor’s Rating Service or at least P-1 or the equivalent thereof by Moody’s
Investors Service Inc., and in each case maturing not more than one year after
the date of acquisition by such person; (e) investments in money market
funds substantially all of whose assets are comprised of securities of the types
described in clauses (a) through (d) above; and (f) demand deposit
accounts maintained in the ordinary course of business.

     

    “Casualty Event” shall mean any
loss of or damage to or destruction of, or any condemnation or other taking
(including by any Governmental Authority) of, any property of Borrower or any of
its Subsidiaries or any loss of title relating to the
foregoing.  “Casualty Event” shall include but not be limited to any
taking of all or any part of any Real Property or Pipeline of Borrower or its
Subsidiaries or any part thereof, in or by condemnation or other eminent domain
proceedings pursuant to any Requirement of Law, or by reason of the temporary
requisition of the use or occupancy of all or any part of any Real Property or
Pipeline of any Borrower or its Subsidiaries or any part thereof by any
Governmental Authority, civil or military, or any settlement in lieu
thereof.

     

    “CERCLA” shall mean the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. § 9601 et seq.

     

    
      
        
        

      

      
        - 8
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    “CGMI” shall have the meaning
assigned to such term in the preamble hereto.

     

    A “Change in Control” shall be
deemed to have occurred if (a) Regency MLP at any time ceases to own,
directly or indirectly, 100% of the Equity Interests of Borrower;
(b) (i) the Permitted Holders cease to own, or to have the power to
vote or direct the voting of, Voting Stock of the Ultimate General Partner
representing a majority of the voting power of the total outstanding Voting
Stock of the Ultimate General Partner or (ii) the Permitted Holders cease to own
Equity Interests representing a majority of the total economic interests of the
Equity Interests of the Ultimate General Partner; or (c) the Ultimate
General Partner shall cease to exercise Control over Regency MLP.

     

    For
purposes of this definition, a person shall not be deemed to have beneficial
ownership of Equity Interests subject to a stock purchase agreement, merger
agreement or similar agreement, including an agreement relating to a sale of
Voting Stock or Equity Interests of the Ultimate General Partner, until the
consummation of the transactions contemplated by such agreement.

     

    “Change in Law” shall mean the
occurrence, after the Fifth ARCA Effective Date (or with respect to any Lender,
if later, the date on which such Lender becomes a Lender, except to the extent
that such change was considered a Change in Law with respect to such Lender’s
assignor immediately prior to such Lender becoming a Lender), of any of the
following:  (a) the adoption or taking into effect of any law,
treaty, order, policy, rule or regulation, (b) any change in any law,
treaty, order, policy, rule or regulation or in the administration,
interpretation or application thereof by any Governmental Authority or
(c) the making or issuance of any request, guideline or directive (whether
or not having the force of law) by any Governmental Authority.

     

    “Charges” shall have the
meaning assigned to such term in Section 10.14.

     

    “Class,” when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are Tranche 1 Revolving Loans, Tranche 2 Revolving Loans,
Incremental Term Loans or Swingline Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Tranche 1 Revolving
Commitment, Tranche 2 Revolving Commitment, Incremental Term Loan Commitment or
a Swingline Commitment, in each case, under this Agreement as originally in
effect or pursuant to Section 2.19 or 2.20, of which such
Loan, Borrowing or Commitment shall be a part.

     

    “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.

     

    “Collateral” shall mean,
collectively, all of the Security Agreement Collateral, the Mortgaged Property
and all other property of whatever kind and nature subject or purported to be
subject from time to time to a Lien under any Security Document.

     

    “Collateral Agent” shall have
the meaning assigned to such term in the preamble hereto.

     

    “Commercial Letter of Credit”
shall mean any letter of credit or similar instrument issued for the purpose of
providing credit support in connection with the purchase of materials, goods or
services by Borrower or any of its Subsidiaries in the ordinary course of their
businesses.

     

    
      
        
        

      

      
        - 9
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    “Commitment” shall mean, with
respect to any Lender, such Lender’s Tranche 1 Revolving Commitment, Tranche 2
Revolving Commitment, Swingline Commitment, and any commitment to make
Incremental Term Loans or Revolving Loans of a new Class extended by such Lender
as provided in Section
2.19 or 2.20.

     

    “Commitment Fee” shall have the
meaning assigned to such term in Section 2.05(a).

     

    “Communications” shall have the
meaning assigned to such term in Section
10.01(d).

     

    “Companies” shall mean Borrower
and its Subsidiaries and Regency MLP; and “Company” shall mean any one of
them.

     

    “Completion Level” shall have
the meaning assigned to such term in the definition of “RIGS Project Actual
Completion Date.”

     

    “Compliance Certificate” shall
mean a certificate of a Financial Officer substantially in the form of Exhibit D.

     

    “Confidential Information
Memorandum” shall mean the certain confidential information memorandum
produced by the Arrangers and their respective Affiliates in connection with the
Tranche 2 Revolving Commitments distributed to the Lenders on February 2,
2010.

     

    “Consolidated Amortization
Expense” shall mean, for any period, the amortization expense of the
Reporting Entity and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

     

    “Consolidated Depreciation
Expense” shall mean, for any period, the depreciation expense of the
Reporting Entity and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

     

    “Consolidated EBITDA” shall
mean, for any period, Consolidated Net Income for such period, adjusted by
(x) adding
thereto, 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):

     

    (a)           Consolidated
Interest Expense for such period,

     

    (b)           Consolidated
Amortization Expense for such period,

     

    (c)           Consolidated
Depreciation Expense for such period,

     

    (d)           Consolidated
Tax Expense for such period,

     

    
      
        
        

      

      
        - 10
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    (e)           costs
and expenses directly incurred in connection with the Previous Transactions
(with respect to the Projects, the costs and expenses solely related to the
construction thereof), 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),

     

    (f)           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

     

    (g)           the
aggregate amount, without duplication, of payments pursuant to Section 6.08(b) for
such period, and

     

    (y) subtracting therefrom 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.

     

    In
addition, with respect to any Material Project, an amount equal to one-quarter
of the EBITDA projected for the first twelve (12) months of operations of such
Material Project 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 twenty percent
(20%) of the capital cost of such Material Project; provided further that no such
additions to Consolidated EBITDA 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.

     

    Consolidated
EBITDA shall be increased by, without duplication, the amount of any applicable
Haynesville EBITDA Adjustments and RIGS Project EBITDA Adjustments applicable to
such period; provided
that the aggregate pro forma additions attributed to Haynesville EBITDA
Adjustments, to RIGS Project 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 March 31, 2010 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.

     

    Consolidated
EBITDA shall be calculated on a Pro Forma Basis to give effect to 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 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.

     

    “Consolidated Funded
Indebtedness” shall mean, with respect to the Reporting Entity and its
Subsidiaries, on a consolidated basis in accordance with GAAP, without
duplication, (i) 

     

    
      
        
        

      

      
        - 11
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    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.

     

    “Consolidated Interest Coverage
Ratio” shall mean, for any Test Period, the ratio of
(x) Consolidated EBITDA for such Test Period to (y) Consolidated
Interest Expense for such Test Period.

     

    “Consolidated Interest Expense”
shall mean, for any period, 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):

     

    (a)           imputed
interest on Capital Lease Obligations and Sale/Leaseback Attributable
Indebtedness of the Reporting Entity and its Subsidiaries for such
period;

     

    (b)           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;

     

    (c)           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;

     

    (d)           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 the
Reporting Entity or a Wholly Owned Subsidiary) in connection with Indebtedness
incurred by such plan or trust for such period;

     

    (e)           the
interest portion of any deferred payment obligations of the Reporting Entity or
any of its Subsidiaries for such period;

     

    (f)           all
interest on any Indebtedness of the Reporting Entity or any of its Subsidiaries
of the type described in clause (e) or (j) of the definition of “Indebtedness”
for such period;

     

    provided that (a) to the
extent directly related to the Transactions or any Permitted Acquisition, debt
issuance costs, debt discount or premium and other financing fees and expenses
shall be ex-

     

    
      
        
        

      

      
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    cluded
from the calculation of Consolidated Interest Expense and (b) 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.

     

    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 Transactions, any Permitted
Acquisition, Material Projects, any Investment by Borrower and its Subsidiaries
in the RIGS Joint Venture and Asset Sale as if such incurrence, assumption,
repayment or extinguishment had been effected on the first day of such
period.

     

    “Consolidated Net Income” shall
mean, for any 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:

     

    (a)           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 (b) below) any of its Subsidiaries during such period; provided, (x) 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, (y) that if such
cash received by the Reporting Entity or any of its Subsidiaries relates to a
Material RIGS 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 RIGS Project EBITDA Adjustment for such period and (z) 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)           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 the Reporting
Entity’s equity in net loss of any such Subsidiary for such period shall be
included in determining Consolidated Net Income;

     

    (c)           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;

     

    (d)           gains
and losses due solely to fluctuations in currency values and the related tax
effects determined in accordance with GAAP for such period;

     

    
      
        
        

      

      
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    (e)           non-cash
earnings resulting from any reappraisal, revaluation or write-up of
assets;

     

    (f)           unrealized
gains and losses with respect to Hedging Obligations for such period;
and

     

    (g)           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 Tangible
Assets” means the aggregate amount of assets (less applicable reserves
and other properly deductible items) after deducting therefrom (a) all current
liabilities and (b) all goodwill, tradenames, trademarks, patents, unamortized
debt discount and expense (to the extent included in said aggregate amount of
assets) and other like intangibles, all as set forth on the most recent
consolidated balance sheet of the Reporting Entity and its consolidated
Subsidiaries and computed in accordance with generally accepted accounting
principles.

     

    “Consolidated Tax Expense”
shall mean, for any period, the tax expense of the Reporting Entity and its
Subsidiaries, for such period, determined on a consolidated basis in accordance
with GAAP.

     

    “Contested Collateral Lien
Conditions” shall mean, with respect to any Permitted Lien of the type
described in clauses (a), (b), (e) and (f) of Section 6.02,
the following conditions:

     

    (a)           Borrower
shall cause any proceeding instituted contesting such Lien to stay the sale or
forfeiture of any portion of the Collateral on account of such
Lien;

     

    (b)           the
appropriate Loan Party shall maintain cash reserves related to such Lien to the
extent required by GAAP; and

     

    (c)           such
Lien shall in all respects be subject and subordinate in priority to the Lien
and security interest created and evidenced by the Security Documents, except if
and to the extent that the Requirement of Law creating, permitting or
authorizing such Lien provides that such Lien is or must be superior to the Lien
and security interest created and evidenced by the Security
Documents.

     

    “Contingent Obligation” shall
mean, as to any person, any obligation, agreement or arrangement of such person
guaranteeing or intended to guarantee any Indebtedness, leases, dividends or
other obligations (“primary
obligations”) of any other person (the “primary obligor”) in any
manner, whether directly or indirectly, including any obligation of such person,
whether or not contingent, (a) to purchase any such primary obligation or any
property constituting direct or indirect security therefor; (b) to advance or
supply funds (i) for the purchase or payment of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation; (d) with respect to bankers’
acceptances, letters of credit and similar credit arrangements, until a
reimbursement obligation arises (which reimbursement obligation shall constitute
Indeb-

     

    
      
        
        

      

      
        - 14
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    tedness); or (e) otherwise to assure or hold harmless the holder of such
primary obligation against loss in respect thereof; provided, however, that the
term “Contingent Obligation” shall not include endorsements of instruments for
deposit or collection in the ordinary course of business or any product
warranties.  The amount of any Contingent Obligation shall be deemed
to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made (or, if less,
the maximum amount of such primary obligation for which such person may be
liable, whether singly or jointly, pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
person is required to perform thereunder) as determined by such person in good
faith.

     

    “Continuing Collateral” shall
have the meaning assigned to such term in the Amendment Agreement.

     

    “Control” shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.

     

    “Co-Documentation Agent” shall
have the meaning assigned to such term in the preamble hereto.

     

    “Co-Syndication Agent” shall
have the meaning assigned to such term in the preamble hereto.

     

    “Credit Extension” shall mean,
as the context may require, (i) the making of a Loan by a Lender or (ii) the
issuance of any Letter of Credit, or the amendment, extension or renewal of any
existing Letter of Credit, by the Issuing Bank.

     

    “Cure Amount” shall have the
meaning assigned to such term in Section
8.04.

     

    “Cure Right” shall have the
meaning assigned to such term in Section
8.04.

     

    “Debt Issuance” shall mean the
incurrence by Borrower or any of its Subsidiaries of any Indebtedness after the
Fifth ARCA Effective Date (other than as permitted by Section 6.01).

     

    “Default” shall mean any event,
occurrence or condition which is, or upon notice, lapse of time or both would
constitute, an Event of Default.

     

    “Default Rate” shall have the
meaning assigned to such term in Section
2.06(c).

     

    “Defaulting Lender” means, at
any time, a Lender as to which the Administrative Agent has notified the
Borrower that (i) such Lender has failed for three or more Business Days to
comply with its obligations under this Agreement to make a Loan, make a payment
to the Issuing Bank in respect of an LC Disbursement and/or make a payment to
the Swingline Lender in respect of a Swingline Loan (each a “funding obligation”), (ii)
such Lender has notified the Administrative Agent, or has stated publicly, that
it will not comply with any such funding obligation hereunder, or has defaulted
on its funding obligations generally under other loan agreements 

     

    
      
        
        

      

      
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    or credit agreements or other similar agreements or (iii) a Lender
Insolvency Event has occurred and is continuing with respect to such
Lender.  Any determination that a Lender is a Defaulting Lender under
clauses (i) through (iii) above will be made by the Administrative Agent acting
reasonably in good faith.  The Administrative Agent will promptly send
to all parties hereto a copy of any notice to the Borrower provided for in this
definition.

     

     “Designation Date” shall have
the meaning assigned to such term in Section
2.02(g).

     

    “Disqualified Capital Stock”
shall mean any Equity Interest which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, (a) matures (excluding any maturity as the result of
an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder thereof, in whole or in part, on or prior to the first
anniversary of the later to occur of (i) the Tranche 2 Revolving Maturity Date
and (ii) the Incremental Term Loan Maturity Date, (b) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for (i) debt
securities or (ii) any Equity Interests referred to in (a) above, in each
case at any time on or prior to the first anniversary of the later to occur of
(i) the Tranche 2 Revolving Maturity Date and (ii) the then applicable
Incremental Term Loan Maturity Date, or (c) contains any repurchase obligation
which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity
Interests that would not constitute Disqualified Capital Stock but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Equity Interests is convertible, exchangeable or exercisable)
the right to require the issuer thereof to redeem such Equity Interests upon the
occurrence of a change in control or an asset sale occurring prior to the first
anniversary of the later to occur of (i) the Tranche 2 Revolving Maturity Date
and (ii) the then applicable Incremental Term Loan Maturity Date shall not
constitute Disqualified Capital Stock if such Equity Interests provide that the
issuer thereof will not redeem any such Equity Interests pursuant to such
provisions prior to the repayment in full of the Obligations.

     

    “Dividend” with respect to any
person shall mean that such person has paid a dividend or returned any equity
capital to the holders of its Equity Interests or made any other distribution,
payment or delivery of property (other than Qualified Capital Stock of such
person) or cash to the holders of its Equity Interests as such, or redeemed,
retired, purchased or otherwise acquired, directly or indirectly, for
consideration any of its Equity Interests outstanding (or any options or
warrants issued by such person with respect to its Equity Interests), or shall
have permitted any of its Subsidiaries to purchase or otherwise acquire for
consideration any of the Equity Interests of such person outstanding (or any
options or warrants issued by such person with respect to its Equity
Interests).

     

    “dollars” or “$” shall mean lawful money of
the United States.

     

    “Eligible Assignee” shall mean
(a) any Revolving Lender, (b) an Affiliate of any Revolving Lender, (c) an
Approved Fund of a Revolving Lender and (d) any other person approved by the
Administrative Agent, the Issuing Bank, the Swingline Lender and Borrower (each
such approval not to be unreasonably withheld or delayed); provided that (x) no approval
of Borrower shall be required during the continuance of an Event of Default and
(y) “Eligible Assignee” shall not include Borrower or any of its Affiliates or
Subsidiaries or any natural person.

     

    
      
        
        

      

      
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    “Embargoed Person” shall have
the meaning assigned to such term in Section 6.20.

     

    “Environment” shall mean
ambient air, surface water and groundwater (including potable water, navigable
water and wetlands), the land surface or subsurface strata, natural resources,
the workplace or as otherwise defined in any Environmental Law.

     

    “Environmental Claim” shall
mean any claim, notice, demand, order, action, suit, proceeding or other
communication alleging liability for investigation, remediation, removal,
cleanup, response, corrective action, damages to natural resources, personal
injury, property damage, fines, penalties or other costs resulting from, related
to or arising out of (i) the presence, Release or threatened Release in or into
the Environment of Hazardous Material at any location or (ii) any violation of
Environmental Law, and shall include any claim seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting
from, related to or arising out of the presence, Release or threatened Release
of Hazardous Material or alleged injury or threat of injury to health, safety or
the Environment.

     

    “Environmental Law” shall mean
any and all applicable present and future treaties, laws, statutes, ordinances,
regulations, rules, decrees, orders, judgments, consent orders, consent decrees,
code or other binding requirements, and the common law, relating to protection
of public health or the Environment, the Release or threatened Release of
Hazardous Material, natural resources or natural resource damages, or
occupational safety or health.

     

    “Environmental Permit” shall
mean any permit, license, approval, consent or other authorization required by
or from a Governmental Authority under Environmental Law.

     

    “Equity Interest” shall mean,
with respect to any person, any and all shares, interests, participations or
other equivalents, including membership interests (however designated, whether
voting or nonvoting), of equity of such person, including, if such person is a
partnership, partnership interests (whether general or limited) and any other
interest or participation that confers on a person the right to receive a share
of the profits and losses of, or distributions of property of, such partnership,
whether outstanding on the Fifth ARCA Effective Date or issued after the Fifth
ARCA Effective Date, but excluding debt securities convertible or exchangeable
into such equity.

     

    “Equity Issuance” shall mean,
without duplication, (i) any issuance or sale by Regency MLP after the
Fifth ARCA Effective Date of any Equity Interests in Regency MLP (including any
Equity Interests issued upon exercise of any warrant or option), as applicable,
or any warrants or options to purchase such Equity Interests or (ii) any
contribution to the capital of Regency MLP; provided, however, that an Equity
Issuance shall not include (x) any Debt Issuance or (y) any such sale
or issuance by Regency MLP of its Equity Interests (including its Equity
Interests issued upon exercise of any warrant or option or warrants or options
to purchase its Equity Interests), in each case, to directors, officers or
employees of any Company.

     

    “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as the same may be amended from time to
time.

     

    
      
        
        

      

      
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    “ERISA Affiliate” shall mean,
with respect to any person, any trade or business (whether or not incorporated)
that, together with such person, is treated as a single employer under
Section 414 of the Code.

     

    “ERISA Event” shall mean (a)
any “reportable event,” as defined in Section 4043 of ERISA or the
regulations issued thereunder, with respect to a Plan (other than an event for
which the 30-day notice period is waived by regulation); (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the failure to make by its due date a required installment under
Section 412(m) of the Code with respect to any Plan or the failure to make
any required contribution to a Multiemployer Plan; (d) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a
plan administrator of any notice relating to the intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan, or the occurrence of
any event or condition which could reasonably be expected to constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan; (g) the incurrence by any Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal from any Plan or
Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (i) the “substantial
cessation of operations” within the meaning of Section 4062(e) of ERISA with
respect to a Plan; (j) the making of any amendment to any Plan which could
result in the imposition of a lien or the posting of a bond or other security;
and (k) the occurrence of a nonexempt prohibited transaction (within the meaning
of Section 4975 of the Code or Section 406 of ERISA) which could
reasonably be expected to result in liability to any Company.

     

    “Eurodollar Borrowing” shall
mean a Borrowing comprised of Eurodollar Loans.

     

    “Eurodollar Loan” shall mean
any Eurodollar Revolving Loan or Eurodollar Incremental Term Loan.

     

    “Eurodollar Revolving Loan”
shall mean any Revolving Loan bearing interest at a rate determined by reference
to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

     

    “Eurodollar Incremental Term Loan” shall mean any
Incremental Term Loan bearing interest at a rate determined by reference to the
Adjusted LIBOR Rate in accordance with the provisions of Article II.

     

    “Event of Default” shall have
the meaning assigned to such term in Section
8.01.

     

    “Excess Amount” shall have the
meaning assigned to such term in Section 2.10(e).

     

    “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.

     

    
      
        
        

      

      
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    “Exchange Act Provisions” shall
mean the provisions of Section 15(d) or Section 13(b) of the Exchange
Act.

     

    “Excluded Taxes” shall mean,
with respect to the Administrative Agent, any Lender, the Issuing Bank or any
other recipient of any payment to be made by or on account of any obligation of
Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), franchise taxes imposed on it (in lieu of net
income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any
political subdivision thereof) as a result of the recipient being organized or
having its principal office or, in the case of any Lender, having its applicable
lending office or doing or having done business (other than a business deemed to
arise by virtue of the transactions contemplated by this Agreement) in such
jurisdiction and (b) in the case of a Foreign Lender (other than an assignee
pursuant to a request by Borrower under Section 2.16), any
U.S. federal withholding tax that (i) is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new lending office), except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from Borrower with
respect to such withholding tax pursuant to Section 2.15(a);
provided that this
subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection
with an interest or participation in any Loan or other obligation that such
Lender was required to acquire pursuant to Section 2.14(c), or
(ii) is attributable to such Foreign Lender’s failure to comply with Section
2.15(e).

     

    “Executive Order” shall have
the meaning assigned to such term in Section 3.22.

     

    “Existing Lien” shall have the
meaning assigned to such term in Section 6.02(c).

     

    “Federal Funds Effective Rate”
shall mean, for any day, the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System of the United
States arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
the day for such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it.

     

    “Fee Letters” shall mean (a)
the confidential Amended and Restated Facilities Fee Letter, dated July 17,
2006, among Borrower, UBS Loan Finance, UBSS, Wachovia Capital Markets, LLC,
Wachovia Bank and CGMI and (b) the confidential Amended and Restated Facilities
Fee Letter, entered into on or about February 2, 2010 among Borrower, Wachovia
Bank, Wells Fargo Securities LLC, Wells Fargo Bank, N.A., BAS, Bank of America,
RBOS and RBS.

     

    “Fees” shall mean the
Commitment Fees, the Administrative Agent Fees, the LC Participation Fees and
the Fronting Fees.

     

    “Fifth ARCA Effective Date”
shall mean the date upon which the conditions to effectiveness of the Amendment
Agreement set forth in Section 4 thereof are satisfied as certified by Borrower
to the Administrative Agent.

     

    “Final Maturity Date” shall
mean the latest of the Tranche 1 Revolving Maturity Date, Tranche 2 Revolving
Maturity Date and the Incremental Term Loan Maturity Date.

     

    
      
        
        

      

      
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    “Financial Officer” of any
person shall mean the chief financial officer, principal accounting officer,
treasurer or controller of such person.  Unless otherwise specified
herein, all references to a Financial Officer herein shall mean (a) as long as
Regency MLP is the Reporting Entity, a Financial Officer of the Ultimate General
Partner, and (b) as long as the Borrower is the Reporting Entity, a Financial
Officer of the general partner of the Borrower.

     

    “FIRREA” shall mean the Federal
Institutions Reform, Recovery and Enforcement Act of 1989, as
amended.

     

    “First Priority” shall mean,
with respect to any Lien purported to be created in any Collateral pursuant to
any Security Document, that such Lien is the most senior Lien to which such
Collateral is subject (subject to Permitted Collateral Liens).

     

    “Flood Insurance Regulations”
shall mean (i) the National Flood Insurance Act of 1968 as now or hereafter in
effect or any successor statute thereto, (ii) the Flood Disaster protection Act
of 1973 as now or hereafter in effect or any successor statute thereto, (iii)
the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.),
as the same may be amended or recodified from time to time, (iv) the Flood
Insurance Reform Act of 2004 and (v) any regulations promulgated
thereunder.

     

    “Foreign Lender” shall mean any
Lender that is not, for United States federal income tax purposes, (i) an
individual who is a citizen or resident of the United States, (ii) a
corporation, partnership or other entity treated as a corporation or partnership
created or organized in or under the laws of the United States, or any political
subdivision thereof, (iii) an estate whose income is subject to U.S.
federal income taxation regardless of its source or (iv) a trust if a court
within the United States is able to exercise primary supervision over the
administration of such trust and one or more United States persons have the
authority to control all substantial decisions of such trust.

     

    “Foreign Subsidiary” shall mean
a Subsidiary that is organized under the laws of a jurisdiction other than the
United States or any state thereof or the District of Columbia.

     

    “Fourth Amended and Restated Credit
Agreement” shall have the meaning assigned to such term in the
preamble.

     

    “Fourth ARCA Effective Date”
shall mean August 15, 2006.

     

    “Fronting Fee” shall have the
meaning assigned to such term in Section 2.05(c).

     

    “Fund” shall mean any person
(other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

     

    “GAAP” shall mean generally
accepted accounting principles in the United States applied on a consistent
basis.

     

    “GE EFS” shall mean General
Electric Capital Corporation or an affiliate thereof.

     

    
      
        
        

      

      
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    “General Partner” shall mean
Regency GP LP, a Delaware limited partnership and the general partner of Regency
MLP.

     

    “Governmental Authority” shall
mean the government of the United States of America or any other nation, or of
any political subdivision thereof, whether state, provincial or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

     

    “Governmental Real Property Disclosure
Requirements” shall mean any Requirement of Law of any Governmental
Authority requiring notification of the buyer, lessee, mortgagee, assignee or
other transferee of any Real Property, facility, establishment or business, or
notification, registration or filing to or with any Governmental Authority, in
connection with the sale, lease, mortgage, assignment or other transfer
(including any transfer of control) of any Real Property, facility,
establishment or business, of the actual or threatened presence or Release in or
into the Environment, or the use, disposal or handling of Hazardous Material on,
at, under or near the Real Property, facility, establishment or business to be
sold, leased, mortgaged, assigned or transferred.

     

    “Guaranteed Obligations” shall
have the meaning assigned to such term in Section 7.01.

     

    “Guarantees” shall mean the
guarantees issued pursuant to Article VII by
Regency MLP and the Subsidiary Guarantors.

     

    “Guarantors” shall mean Regency
MLP and the Subsidiary Guarantors.

     

    “Haynesville Actual Completion
Date” shall mean February 1, 2010.

     

    “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 Haynesville Firm Transportation Agreements, taking
into account the ability of the producers to perform under the Haynesville 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 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

     

    
      
        
        

      

      
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    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 JV
Ownership Percentage.

     

    Notwithstanding
the foregoing, no such additions to Consolidated EBITDA 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) Haynesville Firm Transportation
Agreements, other contracts or negotiated settlements relating to the
Haynesville Project, (B) the ability of the producers to perform under the
Haynesville Firm Transportation Agreements, (C) projected revenues from such
Haynesville 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.

     

    “Haynesville Firm Transportation Agreement”
shall mean each transportation agreement provided to the Administrative Agent
and the Lenders with respect to the Haynesville Project on or prior to the
Haynesville Actual Completion Date.

     

    “Haynesville Project” shall
mean the planned midstream infrastructure development in the Haynesville Shale
region of Western Louisiana by the RIGS Joint Venture.

     

    
      
        
        

      

      
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    “Hazardous Materials” shall
mean the following:  hazardous substances; hazardous wastes;
polychlorinated biphenyls (“PCBs”) or any substance or
compound containing PCBs; asbestos or any asbestos-containing materials in any
form or condition; radon or any other radioactive materials including any
source, special nuclear or by-product material; petroleum, crude oil or any
fraction thereof; and any other pollutant or contaminant or chemicals, wastes,
materials, compounds, constituents or substances, subject to regulation or which
can give rise to liability under any Environmental Laws.

     

    “Hedging Agreement” shall mean
any swap, cap, collar, forward purchase or similar agreements or arrangements
dealing with interest rates, currency exchange rates or commodity prices, either
generally or under specific contingencies.

     

    “Hedging Obligations” shall
mean obligations under or with respect to Hedging Agreements.

     

    “Increase Effective Date” shall
have the meaning assigned to such term in Section
2.19(a).

     

    “Increase Joinder” shall have
the meaning assigned to such term in Section
2.19(c).

     

    “Incremental Revolving
Commitment” shall have the meaning assigned to such term in Section
2.19(a).

     

    “Incremental Term Borrowing”
shall mean a Borrowing comprised of Incremental Term Loans.

     

    “Incremental Term Lender” shall
mean each Lender with an Incremental Term Loan Commitment.

     

    “Incremental Term Loan
Commitment” shall have the meaning assigned to such term in Section
2.19(a).

     

    “Incremental Term Loan Maturity
Date” shall mean, with respect to any Incremental Term Loan, the date
which is set forth in the applicable Increase Joinder for such Incremental Term
Loan which shall be no earlier than the Tranche 2 Revolving Maturity
Date.

     

    “Incremental Term Loans” shall
have the meaning assigned to such term in Section
2.19(c).

     

    “Indebtedness” of any person
shall mean, without duplication, (a) all obligations of such person for borrowed
money; (b) all obligations of such person evidenced by bonds, debentures, notes
or similar instruments; (c) all obligations of such person under conditional
sale or other title retention agreements relating to property purchased by such
person; (d) 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); (e) all Indebtedness of others secured by any Lien on
property owned or acquired by such person, whether or not the obligations
secured thereby have been assumed, but limited to the fair market value of such
property; (f) all Capital Lease Obligations, 

     

    
      
        
        

      

      
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    Purchase Money Obligations and synthetic lease obligations of such person;
(g) all Hedging Obligations to the extent required to be reflected on a
balance sheet of such person; (h) all Sale/Leaseback Attributable
Indebtedness of such person; (i) all obligations of such person for the
reimbursement of any obligor in respect of letters of credit, letters of
guaranty, bankers’ acceptances and similar credit transactions; and (j) all
Contingent Obligations of such person in respect of Indebtedness referred to in
clauses (a) through (i) above.  The Indebtedness of any person shall
include the Indebtedness of any other entity (including any partnership in which
such person is a general partner) to the extent 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 terms of such Indebtedness expressly provide that such person is not
liable therefor.  Notwithstanding the foregoing, Indebtedness shall
not include (A) deferred compensation arrangements, (B) earn-out obligations or
purchase price adjustments until matured or earned or (C) non-compete or
consulting obligations incurred in connection with Permitted Acquisitions.

     

    “Indemnified Taxes” shall mean
all Taxes other than Excluded Taxes.

     

    “Indemnitee” shall have the
meaning assigned to such term in Section 10.03(b).

     

    “Information” shall have the
meaning assigned to such term in Section 10.12.

     

    “Intellectual Property” shall
have the meaning assigned to such term in Section 3.06(a).

     

    “Intercompany Note” shall mean
a promissory note substantially in the form of Exhibit M.

     

    “Interest Election Request”
shall mean a request by Borrower to convert or continue a Revolving Borrowing or
Incremental Term Borrowing in accordance with Section 2.08(b),
substantially in the form of Exhibit E.

     

    “Interest Payment Date” shall
mean (a) with respect to any ABR Loan (including Swingline Loans), the last
Business Day of each March, June, September and December to occur during any
period in which such Loan is outstanding, (b) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Loan with an Interest
Period of more than three months’ duration, each day prior to the last day of
such Interest Period that occurs at intervals of three months’ duration after
the first day of such Interest Period, (c) with respect to any Revolving Loan or
Swingline Loan, the Revolving Maturity Date or such earlier date on which the
Revolving Commitments are terminated and (d) with respect to any Incremental
Term Loan, the Incremental Term Loan Maturity Date.

     

    “Interest Period” shall mean,
with respect to any Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months (or, if each affected Lender so
agrees, nine or twelve months) thereafter, as Borrower may elect; provided that (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, 

     

    
      
        
        

      

      
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    and (b) any Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period.  For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

     

    “Investments” shall have the
meaning assigned to such term in Section 6.04.

     

    “Investment Grade Rating” shall
mean a corporate rating of BBB- (stable outlook) or better by Standard and
Poor’s Rating Group and a senior implied rating of Baa3 or better by Moody’s
Investors Service.

     

    “Issuing Bank” shall mean, as
the context may require, (a) Wachovia Bank, Wells Fargo Bank, N.A. and Bank
of America, each in their individual capacities as issuer of Letters of Credit
issued by them, provided, that neither
Wachovia Bank and Wells Fargo Bank, N.A., collectively, nor Bank of America
shall be required to issue Letters of Credit having a face amount in excess of
$75.0 million and $75.0 million, respectively; (b) any other Lender that may
become an Issuing Bank pursuant to Sections 2.18(j)
and (k) in its
capacity as issuer of Letters of Credit issued by such Lender; or (c)
collectively, all of the foregoing.

     

    “Joinder Agreement” shall mean
a joinder agreement substantially in the form of Exhibit F.

     

    “Joint Venture” shall mean (i)
a joint venture with a third party so long as such entity would not constitute a
Subsidiary, (ii) a Subsidiary formed with the intention of establishing a joint
venture; provided that
if such entity still constitutes a Subsidiary ninety days after formation it
shall no longer constitute a Joint Venture, or (iii) notwithstanding anything to
the contrary herein, each of Edwards Lime Gathering LLC and (except as otherwise
expressly set forth herein) the RIGS Joint Venture, for so long as any portion
of the ownership interests therein are owned by a Person that is not a Loan
Party or an Affiliate of any Loan Party; provided, that in the case of
(i), (ii) or (iii), all Investments by any Loan Party are made pursuant to and
are permitted by Section 6.04(i) or
Section
6.04(j).

     

    “JV Distributions” shall mean
distributions made to the RIGS Joint Venture’s equity investors made directly or
indirectly from the proceeds of Indebtedness of the RIGS Joint
Venture.

     

    “Landlord Access Agreement”
shall mean a Landlord Access Agreement, substantially in the form of Exhibit G, or
such other form as may reasonably be acceptable to the Administrative
Agent.

     

    “LC Commitment” shall mean the
commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.18.  The
amount of the LC Commitment shall be $200.0 million.

     

    “LC Disbursement” shall mean a
payment or disbursement made by the Issuing Bank pursuant to a Letter of
Credit.

     

    
      
        
        

      

      
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    “LC Exposure” shall mean at any
time the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the aggregate
principal amount of all Reimbursement Obligations outstanding at such
time.  The LC Exposure of any Revolving Lender at any time shall mean
its Pro Rata Percentage of the aggregate LC Exposure at such time.

     

    “LC Participation Fee” shall
have the meaning assigned to such term in Section 2.05(c).

     

    “LC Request” shall mean a
request by Borrower in accordance with the terms of Section 2.18(b)
and substantially in the form of Exhibit H, or
such other form as shall be approved by the Administrative Agent.

     

    “Leases” shall mean any and all
leases, subleases, tenancies, options, concession agreements, rental agreements,
occupancy agreements, franchise agreements, access agreements and any other
agreements (including all amendments, extensions, replacements, renewals,
modifications and/or guarantees thereof), whether or not of record and whether
now in existence or hereafter entered into, affecting the use or occupancy of
all or any portion of any Real Property.

     

    “Lender Insolvency Event” shall
mean that (i) a Lender or its Parent Company is insolvent, or is generally
unable to pay its debts as they become due, or admits in writing its inability
to pay its debts as they become due, or makes a general assignment for the
benefit of its creditors, or (ii) such Lender or its Parent Company is the
subject of a bankruptcy, insolvency, reorganization, liquidation or similar
proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or
the like has been appointed for such Lender or its Parent Company, or such
Lender or its Parent Company has taken any action in furtherance of or
indicating its consent to or acquiescence in any such proceeding or appointment;
provided, that a Lender Insolvency Event shall not have occurred with respect to
a Lender solely as the result of the acquisition or maintenance of an ownership
interest in such Lender or its Parent Company or the exercise of control over a
Lender or its Parent Company by a Governmental Authority or an instrumentality
thereof.

     

    “Lenders” shall mean (i) on the
Fifth ARCA Effective Date, each Lender (A) under the Fourth Amended and Restated
Credit Agreement or (B) that becomes a Lender hereunder on the Fifth ARCA
Effective Date and (ii) after the Fifth ARCA Effective Date, any financial
institution that (x) becomes a party hereto pursuant to an Assignment and
Assumption, other than, in each case, any such financial institution that ceases
to be a party hereto pursuant to an Assignment and Assumption or (y) becomes a
party hereto pursuant to an Increase Joinder.  Unless the context
clearly indicates otherwise, the term “Lenders” shall include the Swingline
Lender.

     

    “Letter of Credit” shall mean
any (i) Standby Letter of Credit and (ii) Commercial Letter of Credit, in
each case, issued or to be issued by an Issuing Bank for the account of Borrower
pursuant to Section 2.18.

     

    “Letter of Credit Expiration
Date” shall mean the date which is five days prior to the Tranche 1
Revolving Maturity Date; provided that the Letter of
Credit Expiration Date with respect to any Letter of Credit will be the date
which is five days prior to the Tranche 2 Revolving Maturity Date if (i) the
date of issuance of such Letter of Credit is following the Tranche 1
Re-

     

    
      
        
        

      

      
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    volving Maturity Date or (ii) on the date of issuance of such Letter of
Credit, the sum of (x) the face amount of such Letter of Credit plus (y) the
aggregate LC Exposure in respect of all other Letters of Credit with expiration
dates after the date which is five Business Days prior to the Tranche 1
Revolving Maturity Date plus (z) the aggregate outstanding principal amount of
Tranche 2 Revolving Loans does not exceed the aggregate amount of Tranche 2
Revolving Commitments on the date of issuance.

     

    “LIBOR Rate” shall mean, with
respect to any Eurodollar Borrowing for any Interest Period, the rate per annum
determined by the Administrative Agent to be the arithmetic mean (rounded
upward, if necessary, to the nearest 1/100th of 1%) of the
offered rates for deposits in dollars with a term comparable to such Interest
Period that appears on the Telerate British Bankers Assoc. Interest Settlement
Rates Page (as defined below) at approximately 11:00 a.m., London, England time,
on the second full Business Day preceding the first day of such Interest Period;
provided, however, that (i) if no
comparable term for an Interest Period is available, the LIBOR Rate shall be
determined using the weighted average of the offered rates for the two terms
most nearly corresponding to such Interest Period and (ii) if there shall at any
time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates
Page, “LIBOR Rate” shall mean, with respect to each day during each Interest
Period pertaining to Eurodollar Borrowings comprising part of the same
Borrowing, the rate per annum equal to the rate at which the Administrative
Agent is offered deposits in dollars at approximately 11:00 a.m., London,
England time, two Business Days prior to the first day of such Interest Period
in the London interbank market for delivery on the first day of such Interest
Period for the number of days comprised therein and in an amount comparable to
its portion of the amount of such Eurodollar Borrowing to be outstanding during
such Interest Period.  “Telerate British Bankers Assoc.
Interest Settlement Rates Page” shall mean the display designated as
Page 3750 on the Telerate System Incorporated Service (or such other page
as may replace such page on such service for the purpose of displaying the rates
at which dollar deposits are offered by leading banks in the London interbank
deposit market).

     

    “Lien” shall mean, with respect
to any property, (a) any mortgage, deed of trust, lien, pledge, claim, charge,
assignment, hypothecation, security interest or encumbrance of any kind or any
arrangement to provide priority or preference or any filing of any financing
statement under the UCC or any other similar notice of lien under any similar
notice or recording statute of any Governmental Authority, including any
easement, right-of-way or other encumbrance on title to Real Property or
Pipelines in each of the foregoing cases whether voluntary or imposed by law,
and any agreement to give any of the foregoing; (b) the interest of a vendor or
a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such property; and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.

     

    “Loan Documents” shall mean
this Agreement, the Letters of Credit, the Notes (if any), the Security
Documents, the Amendment Agreement and, solely for purposes of paragraph (e) of
Section 8.01,
the Fee Letters.

     

    “Loan Parties” shall mean
Regency MLP, Borrower and the Subsidiary Guarantors.

     

    
      
        
        

      

      
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    “Loan” shall mean, as the
context may require, a Revolving Loan, an Incremental Term Loan or a Swingline
Loan (and shall include any Loan contemplated by Section 2.19 or 2.20).

     

    “Manufactured (Mobile) Home”
shall have the meaning assigned in the applicable Flood Insurance
Regulation.

     

    “Margin Stock” shall have the
meaning assigned to such term in Regulation U.

     

    “Master Assignment and
Acceptance” shall mean the Master Assignment and Acceptance, dated as of
the date hereof, among Borrower, the Administrative Agent and the Lenders party
thereto.

     

    “Master Limited Partnership”
shall mean a publicly traded limited partnership that is treated as a
partnership for U.S. federal income tax purposes by virtue of meeting the
requirements of Section 7704(c)(1) of the Code.

     

    “Material Adverse Effect” shall
mean (a) a material adverse effect on the business, property, results of
operations or condition, financial or otherwise, of Borrower and its
Subsidiaries, taken as a whole; (b) material impairment of the ability of the
Loan Parties to fully and timely perform any of their material obligations under
any Loan Document; (c) material impairment of the rights of or benefits or
remedies, taken as a whole, available to the Lenders or the Collateral Agent
under any Loan Document; or (d) a material adverse effect on the Collateral,
taken as a whole, or the Liens, taken as a whole, in favor of the Collateral
Agent (for its benefit and for the benefit of the other Secured Parties) on the
Collateral or the priority of such Liens, taken as a whole.

     

    “Material Project” shall mean
any capital expansion project (other than the Haynesville Project and Material
RIGS Projects) undertaken by the Borrower or any Guarantor, the capital
expenditures (determined in accordance with GAAP) attributable to which exceed
$10.0 million.

     

    “Material RIGS Project” shall
mean any project, other than the Haynesville Project, with capital expenditures
(calculated in accordance with GAAP) in excess of $100.0 million made by the
RIGS Joint Venture or its subsidiaries.

     

    “Maximum Rate” shall have the
meaning assigned to such term in Section 10.14.

     

    “Midcon Assets” shall mean (a)
all Equity Interests issued, and all assets owned, by Regency Midcon Gas LLC, a
Delaware limited liability company, in each case, for purposes of this clause
(a), as of the Fifth ARCA Effective Date, and (b) any other assets or Equity
Interests reasonably related thereto and owned by Borrower or its Subsidiaries
on any applicable date; provided that in each case,
for purposes of this clause (b), such other assets and Equity Interests shall
exclude the Other Region Assets.

     

    “Mortgage” shall mean each
mortgage, deed of trust or any other document, creating and evidencing a Lien on
a Mortgaged Property, which shall be substantially in the form of Exhibit J or
other form reasonably satisfactory to the Collateral Agent, in each case, with
such schedules and including such provisions as shall be necessary to conform
such document to applicable local or foreign law or as shall be customary under
applicable local or foreign law, as the same 

     

    
      
        
        

      

      
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    may be amended from time to time in accordance with the Loan Documents
(including pursuant to the Mortgage Amendments).

     

    “Mortgage Amendment” shall have
the meaning assigned to such term in Section 4(f) of the Amendment
Agreement.

     

    “Mortgaged Property” shall mean
(a) each Real Property or Pipeline identified as a Mortgaged Property on
Schedule 8(a) to the Perfection Certificate dated as of the Fifth ARCA
Effective Date and (b) each Real Property or Pipeline, if any, which shall be
subject to a Mortgage delivered after the Fifth ARCA Effective Date pursuant to
Section 5.11(c)
or (d).

     

    “Multiemployer Plan” shall mean
a multiemployer plan within the meaning of Section 4001(a)(3) or
Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is
then making or accruing an obligation to make contributions; (b) to which any
Company or any ERISA Affiliate has within the preceding five plan years made
contributions; or (c) with respect to which any Company could incur
liability.

     

    “Net Cash Proceeds” shall mean
with respect to any Asset Sale (other than any issuance or sale of Equity
Interests) or Casualty Event, the cash proceeds received by Borrower or any of
its Subsidiaries (including cash proceeds subsequently received (as and when
received by Borrower or any of its Subsidiaries) in respect of non-cash
consideration initially received) net of (i) selling expenses (including
reasonable brokers’ fees or commissions, legal, accounting and other
professional and transactional fees, transfer and similar taxes and Borrower’s
good faith estimate of income taxes paid or payable in connection with such
sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x)
any liabilities under any indemnification obligations associated with such Asset
Sale or Casualty Event or (y) any other liabilities retained by Borrower or any
of its Subsidiaries associated with the properties sold or transferred in such
Asset Sale or Casualty Event (provided that, to the extent
and at the time any such amounts are released from such reserve, such amounts
shall constitute Net Cash Proceeds); (iii) Borrower’s good faith estimate of
payments required to be made with respect to unassumed liabilities relating to
the properties sold or transferred within 90 days of such Asset Sale or Casualty
Event (provided that,
to the extent such cash proceeds are not used to make payments in respect of
such unassumed liabilities within 90 days of such Asset Sale or Casualty
Event, such cash proceeds shall constitute Net Cash Proceeds); (iv) the
principal amount, premium or penalty, if any, interest and other amounts on any
Indebtedness for borrowed money which is secured by a Lien on the properties
sold or transferred in such Asset Sale or Casualty Event (so long as such Lien
was permitted to encumber such properties under the Loan Documents at the time
of such sale) and which is repaid with such proceeds (other than any such
Indebtedness assumed by the purchaser of such properties); and (v) all
reasonable costs and expenses incurred in connection with the collection of
proceeds, awards or other compensation in respect of a Casualty
Event.

     

    “Non-Defaulting Lender” shall
mean, at any time, a Lender that is not a Defaulting Lender.

     

    “North Louisiana Assets” shall
mean (a) all Equity Interests issued, and all assets owned, by (i) Gulf States
Transmission Corporation, a Louisiana corporation, (ii) Regency Gas Gathering
and Processing LLC, a Delaware limited liability company and (iii) Regency
Liquids 

     

    
      
        
        

      

      
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    Pipeline LLC, a Delaware limited liability company, in each case, for
purposes of this clause (a), as of the Fourth ARCA Effective Date, and (b) any
other assets or Equity Interests reasonably related thereto and owned by
Borrower or its Subsidiaries on any applicable date; provided that in each case,
for purposes of this clause (b), such other assets and Equity Interests shall
exclude the Other Region Assets.

     

    “Notes” shall mean any notes
evidencing the Incremental Term Loans, Tranche 1 Revolving Loans, Tranche 2
Revolving Loans or Swingline Loans issued pursuant to this Agreement, if any,
substantially in the form of Exhibit K-1, K-2, K-3 or K-4.

     

    “Obligations” shall mean (a)
obligations of Borrower and the other Loan Parties from time to time arising
under or in respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, (ii) each payment required to be made by
Borrower and the other Loan Parties under this Agreement in respect of any
Letter of Credit, when and as due, including payments in respect of
Reimbursement Obligations, interest thereon and obligations to provide cash
collateral and (iii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of Borrower and the other Loan
Parties under this Agreement and the other Loan Documents and (b) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of Borrower and the other Loan Parties under or pursuant to this Agreement and
the other Loan Documents.

     

    “OFAC” shall have the meaning
assigned to such term in Section 3.22.

     

    “Officers’ Certificate” shall
mean a certificate executed by a Responsible Officer of the general partner of
the Borrower in his or her official (and not individual) capacity.

     

    “Organizational Documents”
shall mean, with respect to any person, (i) in the case of any corporation, the
certificate of incorporation and by-laws (or similar documents) of such person,
(ii) in the case of any limited liability company, the certificate of formation
and operating agreement (or similar documents) of such person, (iii) in the case
of any limited partnership, the certificate of formation and limited partnership
agreement (or similar documents) of such person, (iv) in the case of any
general partnership, the partnership agreement (or similar document) of such
person and (v) in any other case, the functional equivalent of the
foregoing.

     

    “Original Closing Date” shall
mean December 1, 2004.

     

    “Original Credit Agreement”
shall have the meaning assigned to such term in the recitals
hereto.

     

    “Original Lenders” shall have
the meaning assigned to the term “Lenders” in the Original Credit
Agreement.

     

    
      
        
        

      

      
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    “Other Region Assets” shall
mean (i) with respect to the Midcon Assets, the Equity Interests and assets
described in clause (a) of the definitions of each of “North Louisiana Assets”
and “Waha Assets,” (ii) with respect to the North Louisiana Assets, the Equity
Interests and assets described in clause (a) of the definitions of each of
“Midcon Assets” and “Waha Assets,” and (iii) with respect to the Waha Assets,
the Equity Interests and assets described in clause (a) of the definitions of
each of “Midcon Assets” and “North Louisiana Assets.”

     

    “Other Taxes” shall mean all
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, this Agreement or any other Loan
Document.

     

    “Original Tranche B-1 Term
Loans” shall have the meaning assigned to such term in Amendment No.
4.

     

    “Parent Company” shall mean,
with respect to a Lender, the bank holding company (as defined in Federal
Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of
such Lender.

     

    “Participant” shall have the
meaning assigned to such term in Section 10.04(d).

     

    “PBGC” shall mean the Pension
Benefit Guaranty Corporation referred to and defined in ERISA.

     

    “Perfection Certificate” shall
mean the certificate in the form of Exhibit L-1 or
any other form approved by the Collateral Agent provided to the Collateral Agent
on the Fifth ARCA Effective Date, as the same shall be supplemented from time to
time by a Perfection Certificate Supplement or otherwise.

     

    “Perfection Certificate
Supplement” shall mean a certificate supplement in the form of Exhibit L-2 or
any other form approved by the Collateral Agent.

     

    “Permitted Acquisition” shall
mean any Acquisition in connection with which each of the following conditions
is met:

     

    (a)           before
the effectiveness of such Acquisition, but only to the extent required by the
Collateral Agent or this Agreement, Borrower delivers to the Administrative
Agent and the Collateral Agent (i) guaranties, mortgages, deeds of trust,
security agreements, releases, UCC financing statements and UCC terminations,
duly executed by the parties thereto, in form and substance satisfactory to the
Collateral Agent and accompanied by UCC searches, title investigations and legal
opinions (except with respect to priority) demonstrating that, upon the
effectiveness of such Acquisition and the recording and filing of any necessary
documentation, the Collateral Agent will have a First Priority Lien on all
material property to be acquired, (ii) evidence of company authority to enter
into such Acquisition, and (iii) environmental assessments with respect to such
Acquisition;

     

    
      
        
        

      

      
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    (b)           Borrower
or the applicable Subsidiary Guarantor is the acquiring or surviving
entity;

     

    (c)           no
Default or Event of Default exists, and the Acquisition will not cause a Default
or Event of Default;

     

    (d)           after
giving effect to such Acquisition on a Pro Forma Basis, Borrower would have been
in compliance with all of the covenants set forth in Section 6.10 as
of the most recently ended Test Period (assuming, for purposes of Section 6.10,
that such transaction, and all other Permitted Acquisitions consummated since
the first day of the relevant Test Period for each of the financial covenants
set forth in Section 6.10
ending on or prior to the date of such transaction, had occurred on the first
day of such relevant Test Period);

     

    (e)           the
acquisition target is in the same or similar line of business as Borrower and
its Subsidiaries;

     

    (f)           the
terms of Section
5.11(b) are satisfied; and

     

    (g)           the
Board of Directors of the person to be acquired (or whose assets are to be
acquired) shall not have indicated publicly its opposition to the consummation
of such acquisition (which opposition has not been publicly
withdrawn).

     

    “Permitted Collateral Liens”
shall mean (i) Contested Liens (as defined in the Security Agreement), (ii) the
Liens described in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j),
(k), (l), (m), (n), (p), (q), (r), (s), (t), (u) and (v) of Section 6.02 and
(iii) in the case of Mortgaged Property, “Permitted Collateral Liens” shall
mean “Permitted Liens.”

     

    “Permitted Cure Security” shall
mean an Equity Interest of Regency MLP constituting Qualified Capital
Stock.

     

    “Permitted Holders” shall mean
(a) Sponsor, (b) Regency GP Acquirer LP, and (c) any other Affiliate of General
Electric Company.

     

    “Permitted Liens” shall have
the meaning assigned to such term in Section 6.02.

     

    “person” shall mean any natural
person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    “Pipeline” shall mean gathering
systems and pipelines, together with all contracts, rights-of-way, easements,
servitudes, fixtures, equipment, improvements, permits, records, and other real
property appertaining thereto.

     

    “Plan” shall mean any employee
pension benefit plan (other than a Multiemployer Plan) subject to the provisions
of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA which is maintained or contributed to by any Company or its ERISA
Affiliate or with respect to which any Company could incur liability (including
under Section 4069 of ERISA).

     

    
      
        
        

      

      
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    “Post-Increase Revolving
Lenders” shall have the meaning assigned to such term in Section
2.19(d).

     

    “Pre-Increase Revolving
Lenders” shall have the meaning assigned to such term in Section
2.19(d).

     

    “Previous Transactions” shall
mean, collectively, (a) investment in, and construction and operation of, the
Projects by Borrower, (b) the Specified IPO and (c) the payment of all fees,
commissions and expenses owed in connection with the foregoing.

     

    “Pro Forma Basis” shall mean,
in connection with any calculation of compliance with any financial covenant or
term, the calculation thereof after giving effect on a pro forma basis to the
change in such calculation required by the applicable provision hereof, and
otherwise on a basis in accordance with GAAP as used in the preparation of the
latest financial statements provided pursuant to Section 5.01(a) or
(b) and
otherwise reasonably satisfactory to the Administrative Agent.

     

    “Pro Rata Percentage” of any
Revolving Lender at any time shall mean the percentage of the total Revolving
Commitments of all Revolving Lenders represented by such Lender’s Revolving
Commitment.

     

    “Projects” shall mean
Borrower’s capital expenditure project to increase the capacity of its existing
intrastate pipeline located in Northern Louisiana by adding an additional
twenty-four inch diameter pipeline alongside forty miles of the existing
pipeline, increasing the compression of the line by approximately 10,000
horsepower and extending the pipeline with thirty inch diameter pipe an
additional eighty miles.

     

    “property” shall mean any
right, title or interest in or to property or assets of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible and including
Equity Interests or other ownership interests of any person and whether now in
existence or owned or hereafter entered into or acquired, including all Real
Property or Pipelines.

     

    “Purchase Money Obligation”
shall mean, for any person, the obligations of such person in respect of
Indebtedness (including Capital Lease Obligations) incurred for the purpose of
financing all or any part of the purchase price of any property (including
Equity Interests of any person) or the cost of installation, construction or
improvement of any property and any refinancing thereof; provided, however, that (i) such
Indebtedness is incurred prior to, contemporaneously with or within one year
after such acquisition of such property by such person and (ii) the amount of
such Indebtedness does not exceed 100% of the cost of such acquisition,
installation, construction or improvement, as the case may be, including related
costs, fees and expenses.

     

    “Qualified Capital Stock” of
any person shall mean any Equity Interests of such person that are not
Disqualified Capital Stock.

     

    “RBOS” shall have the meaning
assigned to such term in the preamble hereto.

     

    “RBS” shall have the meaning
assigned to such term in the preamble hereto.

     

    
      
        
        

      

      
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    “Real Property” shall mean,
collectively, all right, title and interest (including any leasehold, mineral or
other estate) in and to any and all parcels of or interests in real property
owned, leased or operated by any person, whether by lease, license or other
means, together with, in each case, all easements, hereditaments and
appurtenances relating thereto, all improvements and appurtenant fixtures and
equipment, all general intangibles and contract rights and other property and
rights incidental to the ownership, lease or operation thereof.  Real
Property does not include Pipelines.

     

    “Regency Haynesville” shall
mean Regency Haynesville Intrastate Gas LLC, a Delaware limited liability
company.

     

    “Regency MLP” shall have the
meaning assigned to such term in the preamble hereto.

     

    “Regency MLP Agreement” shall
mean the Amended and Restated Agreement of Limited Partnership of Regency Energy
Partners LP dated as of February 3, 2006, as
supplemented, or modified from time to time in accordance herewith.

     

    “Register” shall have the
meaning assigned to such term in Section 10.04(c).

     

    “Regulation D” shall mean
Regulation D of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.

     

    “Regulation S-X” shall mean
Regulation S-X promulgated under the Securities Act.

     

    “Regulation T” shall mean
Regulation T of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.

     

    “Regulation U” shall mean
Regulation U of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.

     

    “Regulation X” shall mean
Regulation X of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.

     

    “Reimbursement Obligations”
shall mean Borrower’s obligations under Section 2.18(e)
to reimburse LC Disbursements.

     

    “Related Parties” shall mean,
with respect to any person, such person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such person and of such
person’s Affiliates.

     

    “Release” shall mean any
spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, disposing, depositing, dispersing,
emanating or migrating of any Hazardous Material in, into, onto or through the
Environment.

     

    “Reporting Entity” shall mean
Regency MLP; provided
that if Regency MLP creates another operating Subsidiary in addition to Borrower
and that is not a Subsidiary of Borrower, “Reporting Entity” shall mean
Borrower.

     

    
      
        
        

      

      
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    “Required Class Lenders” shall
mean (i) with respect to Incremental Term Loans, Lenders having more than 50% of
all Incremental Term Loans outstanding, (ii) with respect to Tranche 1 Revolving
Commitments, Lenders having more than 50% of all Tranche 1 Revolving Commitments
and (iii) with respect to Tranche 2 Revolving Commitments, Lenders having more
than 50% of all Tranche 2 Revolving Commitments.

     

    “Required Lenders” shall mean
Lenders having more than 50% of the sum of all Loans outstanding, LC Exposure
and unused Revolving Commitments and Incremental Term Loan
Commitments.

     

    “Required Revolving Lenders”
shall mean Lenders having more than 50% of all Revolving Commitments or, after
the Revolving Commitments have terminated, more than 50% of all Revolving
Exposure.

     

    “Requirements of Law” shall
mean, collectively, any and all requirements of any Governmental Authority
including any and all laws, judgments, orders, decrees, ordinances, rules,
regulations, statutes or case law.

     

    “Response” shall mean (a)
“response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b)
all other actions required by any Governmental Authority or voluntarily
undertaken to (i) clean up, remove, treat, abate or in any other way address any
Hazardous Material in the environment; (ii) prevent the Release or threat of
Release, or minimize the further Release, of any Hazardous Material; or (iii)
perform studies and investigations in connection with, or as a precondition to,
clause (i) or (ii) above.

     

    “Responsible Officer” of any
person shall mean any executive officer or Financial Officer of such person and
any other officer or similar official thereof with responsibility for the
administration of the obligations of such person in respect of this
Agreement.

     

    “Revolving Borrowing” shall
mean a Borrowing comprised of Revolving Loans.

     

    “Revolving Commitment” shall
mean (i) with respect to each Lender on the Fifth ARCA Effective Date, (a) a
Tranche 1 Revolving Commitment or (b) a Tranche 2 Revolving Commitment and (ii)
the commitment of each person after the Fifth ARCA Effective Date to make
Revolving Loans pursuant to an Assignment and Assumption, an Increase Joinder or
a Revolving Loan Joinder, in each case as the same may be (x) reduced from time
to time pursuant to Section 2.07, (y)
reduced or increased from time to time pursuant to assignments to or by such
Lender pursuant to Section 10.04 or (z)
increased from time to time with Incremental Revolving Commitments pursuant to
Section 2.19.
The aggregate principal amount of the Tranche 1 Revolving Commitments on the
Fifth ARCA Effective Date is $5 million.  The aggregate principal
amount of the Tranche 2 Revolving Commitments on the Fifth ARCA Effective Date
is $895 million.

     

    “Revolving Exposure” shall mean
(i) with respect to any Tranche 1 Revolving Lender, its Tranche 1 Revolving
Exposure and (ii) with respect to any Tranche 2 Revolving Lender, its Tranche 2
Revolving Exposure.

     

    “Revolving Lender” shall mean a
Lender with a Revolving Commitment.

     

    
      
        
        

      

      
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    “Revolving Loan” shall mean the
Tranche 1 Revolving Loans and the Tranche 2 Revolving Loan.  Each
Revolving Loan shall either be an ABR Revolving Loan or a Eurodollar Revolving
Loan.

     

    “Revolving Loan Joinder” shall
have the meaning assigned to such term in Section
2.20(c).

     

    “Revolving Maturity Date” shall
mean (i) in the case of the Tranche 1 Revolving Loans, the date which
is five years after the Fourth ARCA Effective Date or, if such date is not a
Business Day, the first Business Day thereafter, unless extended pursuant to
Section 2.20
hereof (the “Tranche 1
Revolving Maturity Date”) and (ii) in the case of the Tranche 2 Revolving
Loans, June 15, 2014 or, if such date is not a Business Day, the first Business
Day thereafter, provided that if the Regency
MLP 8 3/8% senior notes due December 15, 2013 have not been refinanced using the
proceeds of unsecured indebtedness maturing later than the Tranche 1 Revolving
Maturity Date and otherwise meeting the requirements of Section 6.01(b)(ii) or
repaid using the proceeds of an Equity Issuance by June 15, 2013, then June 15,
2013, unless extended pursuant to Section 2.20 hereof
(the “Tranche 2 Revolving
Maturity Date”).

     

    “RIGS” shall mean Regency
Intrastate Gas LLC, a Delaware limited liability company.

     

    “RIGS Assets” shall mean all
Equity Interests issued, and all assets owned, by RIGS.

     

    “RIGS Consolidated Funded
Indebtedness” shall mean, with respect to the RIGS Joint Venture, on a
consolidated basis in accordance with GAAP and net of any unrestricted cash or
cash equivalents of the RIGS Joint Venture (provided, that any proceeds
of Indebtedness of the RIGS Joint Venture which are held in restricted accounts
(on terms reasonably acceptable to the Administrative Agent) to be used solely
to fund expansion projects of the RIGS Joint Venture shall be deemed
unrestricted cash), 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.

     

    “RIGS Joint Venture” shall mean
RIGS Haynesville Partnership Co., a Delaware corporation.  RIGS Joint
Venture shall, except as expressly set forth herein, be treated for all purposes
as a “Joint Venture” hereunder.

     

    “RIGS JV Ownership Percentage”
shall mean the percentage of the total ownership interests in the RIGS 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.

     

    
      
        
        

      

      
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    “RIGS Permitted Investment Offset
Amount” shall mean the number which is the product of (1) Indebtedness
incurred by the RIGS Joint Venture to finance capital expenditures multiplied by (2) the RIGS JV
Ownership Percentage.

     

    “RIGS Project Actual Completion
Date” shall mean, with respect to any Material RIGS Project, the date, to
be identified to the Administrative Agent by delivery of a certificate of an
officer of the general partner of the Borrower, certifying that the applicable
Material RIGS Project has reached actual capacity at the level set forth in the
projections provided to the Administrative Agent (with respect to the applicable
Material RIGS Project, the “Completion Level”) with
respect to such Material RIGS Project and is generally generating the
transportation fees specified in the RIGS Project Firm Transportation
Agreements.

     

    “RIGS Project EBITDA
Adjustments” shall mean, with respect to any Material RIGS
Project:

     

    (a)           prior
to the applicable RIGS Project Actual Completion Date (and including the fiscal
quarter in which the applicable RIGS Project 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 applicable Material
RIGS Project (such amount to be the product of (1) the difference between (a)
the projected revenues from reservation charges under the RIGS Project Firm
Transportation Agreements, taking into account the ability of the producers to
perform under the RIGS Project Firm Transportation Agreements, and (b) projected
operating and general administrative expenses of the applicable Material RIGS
Project multiplied by
(2) the then-current completion percentage of the applicable Material
RIGS Project to be based upon the capital expenditures expended on such Material
RIGS Project multiplied
by (3) the RIGS 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 such Material RIGS Project commences and for each fiscal quarter
thereafter until the applicable RIGS Project Actual Completion Date (and
including the fiscal quarter in which such RIGS Project Actual Completion Date
occurs, but net of any actual Consolidated EBITDA attributable to the applicable
Material RIGS Project following such RIGS Project Actual Completion Date); provided that if construction
of the applicable Material RIGS Project is not completed by the applicable
scheduled completion date, then the foregoing amount shall be reduced, for
quarters ending after such scheduled completion date to (but excluding) the
first full quarter after the applicable RIGS Project 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 applicable RIGS Project Actual
Completion Date, for the first two full fiscal quarters following such RIGS
Project Actual Completion Date, and for the first three full fiscal quarters
following such RIGS Project Actual Completion Date, an amount equal to the
product of actual Consolidated EBITDA attributable to the applicable Material
RIGS Project for such first full fiscal quarter times four, such first two
fiscal quarters times two, and such first three full fiscal 

     

    
      
        
        

      

      
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    quarters
times four-thirds, respectively, multiplied by the RIGS JV
Ownership Percentage.

     

    Notwithstanding
the foregoing, no such additions to Consolidated EBITDA shall be allowed with
respect to the applicable Material RIGS 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 RIGS Project 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 RIGS Project EBITDA Adjustments setting forth (i) the scheduled
commercial operation date for the applicable Material RIGS Project, (ii) pro
forma projections of Consolidated EBITDA attributable to such Material RIGS
Project and (iii) information, as applicable, regarding (A) RIGS Project Firm
Transportation Agreements, other contracts or negotiated settlements relating to
such Material RIGS Project, (B) the ability of the producers to perform under
the RIGS Project Firm Transportation Agreements, (C) projected revenues from
such RIGS Project 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.

     

    With
respect to any Material RIGS Project, to the extent Borrower informs the
Administrative Agent of a material change in the Completion Level, (i) the
amounts set forth in the foregoing clauses (a) and (b) shall be recalculated as
of and after such date to give effect to the changed Completion Level and (ii)
the information in the foregoing clauses (A) and (B) shall be provided to the
Lenders and the covenants set forth in Section 6.10 shall be
recomputed as of and after such date to effect the foregoing on a pro forma
basis and thereafter the RIGS Project EBITDA Adjustment shall be calculated
accordingly and, concurrently, the Borrower shall provide an Officer’s
Certificate certifying the same.  With respect to any Material RIGS
Project, to the extent Borrower informs the Administrative Agent of a change in
the Completion Level which is not material, the RIGS Project EBITDA Adjustment
shall be changed proportionately at the end of such Test Period.

     

    “RIGS Project Firm Transportation
Agreement” shall mean each transportation agreement, pursuant to which a
counterparty is obligated to pay for capacity (whether or not such capacity is
taken), provided to the Administrative Agent and the Lenders with respect to a
Material RIGS Project which is entered into between the RIGS Joint Venture or
any of its subsidiaries with a counterparty with respect to a Material RIGS
Project after the Fifth ARCA Effective Date, in each case, on terms that are
reasonably satisfactory to the Administrative Agent.

     

    
      
        
        

      

      
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    “Sale and Leaseback
Transaction” shall have the meaning assigned to such term in Section 6.03.

     

    “Sale/Leaseback Attributable
Indebtedness” shall mean, when used with respect to any Sale and
Leaseback Transaction, as at the time of determination, the present value
(discounted at a rate equivalent to Borrower’s then-current weighted average
cost of funds for borrowed money as at the time of determination, compounded on
a semi-annual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in any such Sale and Leaseback
Transaction.

     

    “Second Amended and Restated Credit
Agreement” shall have the meaning assigned to such term in the recitals
hereto.

     

    “Secured Hedging Agreement”
shall mean (a) each Hedging Agreement if at the date of entering into such
Hedging Agreement a party thereto was a Lender or an Affiliate of a Lender and
(b) so long as no Event of Default has occurred and is continuing at the time
such Hedging Agreement is entered into and at the time the conditions in this
clause (b) are fulfilled, at the election of Borrower upon written notice to the
Administrative Agent and the Collateral Agent, each Hedging Agreement relating
to commodity prices with any person, so long as, in either case (a) or (b), such
person executes and delivers to the Administrative Agent a letter agreement in
form and substance acceptable to the Administrative Agent pursuant to which such
person (i) appoints the Collateral Agent as its agent under the applicable
Loan Documents and (ii) agrees to be bound by the provisions of Sections 10.03
and 10.09 as if
it were a Lender.

     

    “Secured Obligations” shall
mean (a) the Obligations, (b) the due and punctual payment and performance of
all obligations of Borrower and the other Loan Parties under each Secured
Hedging Agreement and (c) the due and punctual payment and performance of all
obligations in respect of overdrafts and related liabilities owed to any Lender,
any Affiliate of a Lender, the Administrative Agent or the Collateral Agent
arising from treasury, depositary and cash management services or in connection
with any automated clearinghouse transfer of funds.

     

    “Secured Parties” shall mean,
collectively, the Administrative Agent, the Collateral Agent, each Issuing Bank,
the Lenders and each party (other than any Loan Party or Affiliate thereof) to a
Secured Hedging Agreement.

     

    “Securities Act” shall mean the
Securities Act of 1933.

     

    “Securities Collateral” shall
have the meaning assigned to such term in the Security Agreement.

     

    “Security Agreement” shall mean
the Security Agreement dated as of the Original Closing Date among the Loan
Parties and Collateral Agent for the benefit of the Secured Parties, as amended
from time to time in accordance herewith.

     

    “Security Agreement Collateral”
shall mean all property pledged or granted as collateral pursuant to the
Security Agreement delivered (a) on or prior to the Fifth ARCA Effective Date or
(b) thereafter pursuant to Section 5.11.

     

    
      
        
        

      

      
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    “Security Documents” shall mean
the Security Agreement, the Mortgages and each other security document or pledge
agreement delivered in accordance with applicable local or foreign law to grant
a valid, perfected security interest in any property as collateral for the
Secured Obligations, and all UCC or other financing statements or instruments of
perfection required by this Agreement, the Security Agreement, any Mortgage or
any other such security document or pledge agreement to be filed with respect to
the security interests in property and fixtures created pursuant to the Security
Agreement or any Mortgage and any other document or instrument utilized to
pledge or grant or purport to pledge or grant a security interest or lien on any
property as collateral for the Secured Obligations.

     

    “Senior Managing Agents” shall
have the meaning assigned to such term in the preamble hereto.

     

    “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 JV
Ownership Percentage  to (ii) Consolidated EBITDA for the Test Period
then most recently ended.

     

    “Specified IPO” shall mean the
initial public offering of Regency MLP pursuant to the Form S-1 Registration
Statement 333-128332 filed by Regency MLP with the Securities and Exchange
Commission.

     

    “Sponsor” shall mean General
Electric Energy Financial Services, a unit of General Electric Capital
Corporation.

     

    “Standby Letter of Credit”
shall mean any standby letter of credit or similar instrument issued for the
purpose of supporting (a) workers’ compensation liabilities of Borrower or any
of its Subsidiaries, (b) the obligations of third-party insurers of Borrower or
any of its Subsidiaries arising by virtue of the laws of any jurisdiction
requiring third-party insurers to obtain such letters of credit or (c)
performance, payment, deposit or surety obligations of Borrower or any of its
Subsidiaries if required by a Requirement of Law or in accordance with custom
and practice in the industry, or if reasonably determined to be necessary by
Borrower or its Subsidiaries and agreed to by the Issuing Bank.

     

    “Statutory Reserves” shall
mean, for any Interest Period for any Eurodollar Borrowing, the average maximum
rate at which reserves (including any marginal, supplemental or emergency
reserves) are required to be maintained during such Interest Period under
Regulation D by member banks of the United States Federal Reserve System in New
York City with deposits exceeding one billion dollars against “Eurocurrency
liabilities” (as such term is used in Regulation D).  Eurodollar
Borrowings shall be deemed to constitute Eurodollar liabilities and to be
subject to such reserve requirements without benefit of or credit for proration,
exceptions or offsets which may be available from time to time to any Lender
under Regulation D.

     

    
      
        
        

      

      
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    “Subordinated Indebtedness”
shall mean Indebtedness of Borrower or any Guarantor that is by its terms
subordinated in right of payment to the Obligations of Borrower and such
Guarantor, as applicable.

     

    “Subsidiary” shall mean, with
respect to any person (the “parent”) at any date, (i) any
person the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, (ii) any other corporation,
limited liability company, association or other business entity of which
securities or other ownership interests representing more than 50% of the voting
power of all Equity Interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Board of Directors thereof are, as
of such date, owned, controlled or held by the parent and/or one or more
subsidiaries of the parent, (iii) any partnership (a) the sole general partner
or the managing general partner of which is the parent and/or one or more
subsidiaries of the parent or (b) the only general partners of which are the
parent and/or one or more subsidiaries of the parent and (iv) any other person
that is otherwise Controlled by the parent and/or one or more subsidiaries of
the parent.  Unless the context requires otherwise, “Subsidiary”
refers to a Subsidiary of Borrower.  Notwithstanding any of the
foregoing, neither Edwards Lime Gathering LLC nor the RIGS Joint Venture shall
be a Subsidiary for so long as it is a Joint Venture (except, with respect to
the RIGS Joint Venture, as shall be otherwise expressly set forth
herein).

     

    “Subsidiary Guarantor” shall
mean each Subsidiary listed on Schedule 1.01(b),
and each other Subsidiary that is or becomes a party to this Agreement pursuant
to Section 5.11.

     

    “Swingline Commitment” shall
mean the commitment of the Swingline Lender to make loans pursuant to Section 2.17, as
the same may be reduced from time to time pursuant to Section 2.07 or
Section 2.17.  The
amount of the Swingline Commitment shall initially be $25.0 million, but in no event
exceed the Revolving Commitment.

     

    “Swingline Exposure” shall mean
at any time the aggregate principal amount at such time of all outstanding
Swingline Loans.  The Swingline Exposure of any Revolving Lender at
any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure
at such time.

     

    “Swingline Lender” shall have
the meaning assigned to such term in the preamble hereto.

     

    “Swingline Loan” shall mean any
loan made by the Swingline Lender pursuant to Section 2.17.

     

    “Tax Return” shall mean all
returns, statements, filings, attachments and other documents or certifications
required to be filed in respect of Taxes.

     

    “Taxes” shall mean all present
or future taxes, levies, imposts, duties, deductions, withholdings, assessments,
fees or other charges imposed by any Governmental Authority, including any
interest, additions to tax or penalties applicable thereto.

     

    
      
        
        

      

      
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    “Test Period” shall mean, at
any time, the four consecutive fiscal quarters of Borrower then last ended (in
each case taken as one accounting period) for which financial statements have
been or are required to be delivered pursuant to Section 5.01(a)
or (b).

     

    “Third Amended and Restated Credit
Agreement” shall have the meaning assigned to such term in the recitals
hereto.

     

    “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 JV
Ownership Percentage to (ii) Consolidated EBITDA for the Test Period then most
recently ended.

     

    “Tranche 1 Revolving
Commitment” shall mean, with respect to each Revolving Lender, the
commitment, if any, of such Revolving Lender to make Tranche 1 Revolving Loans
and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed in each case as an amount representing the maximum
principal amount of such Revolving Lender’s Revolving Exposure hereunder, as the
same may be reduced from time to time pursuant to the provisions of this
Agreement.

     

    “Tranche 1 Revolving Exposure”
shall mean, with respect to any Tranche 1 Revolving Lender at any time, the
aggregate principal amount at such time of all outstanding Tranche 1 Revolving
Loans of such Revolving Lender, plus the aggregate amount at
such time of such Revolving Lender’s LC Exposure, plus the aggregate amount at
such time of such Revolving Lender’s Swingline Exposure.

     

    “Tranche 1 Revolving Facility”
shall mean, at any time, the aggregate amount of the Tranche 1 Revolving
Lenders’ Tranche 1 Revolving Commitments.

     

    “Tranche 1 Revolving Lender”
shall mean a Revolving Lender with a Tranche 1 Revolving
Commitment.

     

    “Tranche 1 Revolving Loans”
shall mean Revolving Loans made in respect of Tranche 1 Revolving
Commitments.

     

    “Tranche 1 Revolving Maturity
Date” shall have the meaning set forth in clause (i) of the definition of
“Revolving Maturity Date.”

     

    “Tranche 2 Revolving
Commitment” shall mean, with respect to each Revolving Lender, the
commitment, if any, of such Revolving Lender to make Tranche 2 Revolving Loans
and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed in each case as an amount representing the maximum
principal amount of such Revolving Lender’s Revolving Exposure hereunder, as the
same may be reduced from time to time pursuant to the provisions of this
Agreement.

     

    
      
        
        

      

      
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    “Tranche 2 Revolving Exposure”
shall mean, with respect to any Tranche 2 Revolving Lender at any time, the
aggregate principal amount at such time of all outstanding Tranche 2 Revolving
Loans of such Revolving Lender, plus the aggregate amount at
such time of such Revolving Lender’s LC Exposure, plus the aggregate amount at
such time of such Revolving Lender’s Swingline Exposure.

     

    “Tranche 2 Revolving Facility”
shall mean, at any time, the aggregate amount of the Tranche 2 Revolving
Lenders’ Tranche 2 Revolving Commitments.

     

    “Tranche 2 Revolving Lender”
shall mean a Revolving Lender with a Tranche 2 Revolving
Commitment.

     

    “Tranche 2 Revolving Loans”
shall mean Revolving Loans made in respect of Tranche 2 Revolving
Commitments.

     

    “Tranche 2 Revolving Maturity
Date” shall have the meaning set forth in clause (ii) of the definition
of “Revolving Maturity Date.”

     

    “Transactions” shall mean,
collectively, the transactions to occur on or prior to Fifth ARCA Effective Date
pursuant to or as contemplated by the Loan Documents, including (a) the
consummation of the Amendment Agreement, (b) the performance of the Loan
Documents and the borrowings thereunder and (c) the payment of all fees and
expenses to be paid on or prior to the Fifth ARCA Effective Date and owing in
connection with the foregoing.

     

    “Transferred Guarantor” shall
have the meaning assigned to such term in Section 7.09.

     

    “Type,” when used in reference
to any Loan or Borrowing, refers to whether the rate of interest on such Loan,
or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBOR Rate or the Alternate Base Rate.

     

    “UBS Loan Finance” shall have
the meaning assigned to such term in the preamble hereto.

     

    “UBSS” shall have the meaning
assigned to such term in the preamble hereto.

     

    “UCC” shall mean the Uniform
Commercial Code as in effect from time to time (except as otherwise specified)
in any applicable state or jurisdiction.

     

    “Ultimate General Partner”
shall mean Regency GP LLC, a Delaware limited liability company and the general
partner of the General Partner.

     

    “United States” shall mean the
United States of America.

     

    “Voting Stock” shall mean, with
respect to any person, any class or classes of Equity Interests pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to vote in the election of the Board of Directors of such
person.

     

    “Wachovia Bank” shall have the
meaning assigned to such term in the preamble hereto.

     

    “Wachovia Capital Markets”
shall have the meaning assigned to such term in the preamble
hereto.

     

    
      
        
        

      

      
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    “Waha Assets” shall mean (a)
all Equity Interests issued, and all assets owned, by (i) Regency Waha GP,
LLC, a Delaware limited partnership, (ii) Regency Gas Services Waha, LP, a
Delaware limited partnership, and (iii) Regency Waha LP, LLC, a Delaware limited
liability company, in each case, for purposes of this clause (a), as of the
Fifth ARCA Effective Date, and (b) any other assets or Equity Interests
reasonably related thereto and owned by Borrower or its Subsidiaries on any
applicable date; provided that in each case,
for purposes of this clause (b), such other assets and Equity Interests shall
exclude the Other Region Assets.

     

    “Wholly Owned Subsidiary” shall
mean, as to any person, (a) any corporation 100% of whose capital stock (other
than directors’ qualifying shares) is at the time owned by such person and/or
one or more Wholly Owned Subsidiaries of such person and (b) any partnership,
association, joint venture, limited liability company or other entity in which
such person and/or one or more Wholly Owned Subsidiaries of such person have a
100% equity interest at such time.

     

    “Withdrawal Liability” shall
mean liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
1.02 Classification of Loans and
Borrowings.  For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving
Loan”, “Tranche 1 Revolving Loan”, “Tranche 2 Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or
by Class and Type (e.g., a “Eurodollar Revolving
Loan”).  Borrowings also may be classified and referred to by Class
(e.g., a “Revolving
Borrowing,” “Incremental Term Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving
Borrowing”).

     

    SECTION
1.03 Terms
Generally.  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The word
“will” shall be construed to have the same meaning and effect as the word
“shall.”  Unless the context requires otherwise (a) any definition of
or reference to any Loan Document, agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any person shall be construed to
include such person’s successors and assigns, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) any reference to any law or regulation herein shall refer to
such law or regulation as amended, modified or supplemented from time to time,
(f) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights and (g)
“on,” when used with respect to the Mortgaged Property or any property adjacent
to the Mortgaged Property, means “on, in, under, above or about.”

     

    
      
        
        

      

      
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    SECTION
1.04 Accounting Terms;
GAAP.  Except
as otherwise expressly provided herein, all financial statements to be delivered
pursuant to this Agreement shall be prepared in accordance with GAAP as in
effect from time to time and all terms of an accounting or financial nature
shall be construed and interpreted in accordance with GAAP, as in effect on the
Fifth ARCA Effective Date unless otherwise agreed to by Borrower and the
Required Lenders.  If GAAP shall change after the date hereof, the
parties hereto agree to negotiate in good faith to modify the covenants herein
so that they may be construed and interpreted in accordance with GAAP as then in
effect.

     

    SECTION
1.05 Resolution of Drafting
Ambiguities.  Each
Loan Party acknowledges and agrees that it was represented by counsel in
connection with the execution and delivery of the Loan Documents to which it is
a party, that it and its counsel reviewed and participated in the preparation
and negotiation hereof and thereof and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation hereof or thereof.

     

    ARTICLE
II

    THE
CREDITS

     

    SECTION
2.01 Commitments.  Subject
to the terms and conditions and relying upon the representations and warranties
herein set forth, each Revolving Lender holding Revolving Commitments agrees,
severally and not jointly:

     

    (a) to make
Tranche 1 Revolving Loans to Borrower, at any time and from time to time until
the earlier of the Tranche 1 Revolving Maturity Date and the termination of the
Tranche 1 Revolving Commitment of such Lender in accordance with the terms
hereof, in an aggregate principal amount at any time outstanding that will not
result in such Lender’s Tranche 1 Revolving Exposure exceeding such Lender’s
Tranche 1 Revolving Commitment.

     

    (b) to make
Tranche 2 Revolving Loans to Borrower, at any time and from time to time on or
after the Fifth ARCA Effective Date until the earlier of the Tranche 2 Revolving
Maturity Date and the termination of the Tranche 2 Revolving Commitment of such
Lender in accordance with the terms hereof, in an aggregate principal amount at
any time outstanding that will not result in such Lender’s Tranche 2 Revolving
Exposure exceeding such Lender’s Tranche 2 Revolving Commitment.

     

    Amounts
paid or prepaid in respect of Incremental Term Loans may not be
reborrowed.  Within the limits set forth in clause (b) above and
subject to the terms, conditions and limitations set forth herein, Borrower may
borrow, pay or prepay and reborrow Revolving Loans.

     

    SECTION
2.02 Loans.

     

    (a) Each Loan
(other than Swingline Loans) shall be made as part of a Borrowing consisting of
Loans made by the Lenders ratably in accordance with their applicable
Commitments (for the avoidance of doubt, all Borrowings of Revolving Loans prior
to the Tranche 1 Revolving Maturity Date shall be made, and deemed to be made,
ratably between the Tranche 1 Revolving Facility and the Tranche 2 Revolving
Facility); provided
that the failure of any Lender 

     

    
      
        
        

      

      
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    to make its Loan shall not in itself relieve any other Lender of its
obligation to lend hereunder (it being understood, however, that no Lender shall
be responsible for the failure of any other Lender to make any Loan required to
be made by such other Lender).  Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x) ABR Loans comprising any
Borrowing shall be in an aggregate principal amount that is (i) an integral
multiple of $100,000 and not less than $1.0 million or (ii) equal to the
remaining available balance of the applicable Commitments and (y) the Eurodollar
Loans comprising any Borrowing shall be in an aggregate principal amount that is
(i) an integral multiple of $100,000 and not less than $3.0 million or (ii)
equal to the remaining available balance of the applicable Commitments.

     

    (b) Subject
to Sections 2.11
and 2.12, each
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
Borrower may request pursuant to Section 2.03.  Each
Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of Borrower to repay such Loan in
accordance with the terms of this Agreement.  Borrowings of more than
one Type may be outstanding at the same time; provided that Borrower shall
not be entitled to request any Borrowing that, if made, would result in more
than twelve Eurodollar Borrowings outstanding hereunder at any one
time.  For purposes of the foregoing, Borrowings having different
Interest Periods, regardless of whether they commence on the same date, shall be
considered separate Borrowings.

     

    (c) Except
with respect to Loans deemed made pursuant to Section 2.18(e)(ii),
each Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 11:00 a.m.,
New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account as directed by Borrower in the applicable
Borrowing Request maintained with the Administrative Agent or, if a Borrowing
shall not occur on such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the respective
Lenders.

     

    (d) Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing (or, in the case of any ABR Borrowing, prior to 11:00 am
on the date of such Borrowing) that such Lender will not make available to the
Administrative Agent such Lender’s portion of such Borrowing, the Administrative
Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with paragraph
(c) above, and the Administrative Agent may, in reliance upon such assumption,
make available to Borrower on such date a corresponding amount.  If
the Administrative Agent shall have so made funds available, then, to the extent
that such Lender shall not have made such portion available to the
Administrative Agent, each of such Lender and Borrower severally agrees to repay
to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of Borrower, the interest rate applicable at the time
to the Loans comprising such Borrowing and (ii) in the case of such Lender, the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.  If such Lender shall repay to the Administrative Agent
such corresponding amount, such amount shall constitute such Lender’s Loan as
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    Agreement,
and Borrower’s obligation to repay the Administrative Agent such corresponding
amount pursuant to this Section 2.02(d)
shall cease.

     

    (e) Notwithstanding
any other provision of this Agreement, Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the applicable Revolving
Maturity Date or Incremental Term Loan Maturity Date, as
applicable.

     

    (f) Any
“Revolving Loans” outstanding on the Fifth ARCA Effective Date shall be
continued as Revolving Loans hereunder; provided that after giving
effect to the Amendment Agreement, (x) each Tranche 1 Revolving Lender will be
deemed to be holding such Loans as “Tranche 1 Revolving Loans” and (y) each
Tranche 2 Revolving Lender will be deemed to be holding such Loans as “Tranche 2
Revolving Loans”; provided, further, that no Lender is
both a Tranche 1 Revolving Lender and a Tranche 2 Revolving Lender.

     

    (g) Following
the Fifth ARCA Effective Date, with the consent of Borrower any Tranche 1
Revolving Lender may elect to have all (but not less than all) of its Tranche 1
Revolving Commitment deemed to be a Tranche 2 Revolving Commitment on any date
(each date a “Designation
Date”) prior to the Tranche 1 Revolving Maturity Date; provided that such Revolving
Lender shall have provided written notice to Borrower and the Administrative
Agent at least 10 Business Days prior to such Designation Date (or such shorter
period as the Administrative Agent may agree in its reasonable
discretion).  Following a Designation Date, any Revolving Loans held
by such Revolving Lender will be deemed to be “Tranche 2 Revolving
Loans.”

     

    SECTION
2.03 Borrowing
Procedure.  To
request a Revolving Borrowing or Incremental Term Borrowing, Borrower shall
deliver, by hand delivery or telecopier, a duly completed and executed Borrowing
Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not
later than 9:00 a.m., New York City time, on the date of the proposed
Borrowing.  Each Borrowing Request shall be irrevocable and shall
specify the following information in compliance with Section 2.02:

     

    (a) whether
the requested Borrowing is to be a Borrowing of Revolving Loans or Incremental
Term Loans;

     

    (b) the
aggregate amount of such Borrowing;

     

    (c) the date
of such Borrowing, which shall be a Business Day;

     

    (d) whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (e) in the
case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”;

     

    (f) the
location and number of Borrower’s account to which funds are to be disbursed,
which shall comply with the requirements of Section 2.02(c);
and

     

    
      
        
        

      

      
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    (g) that the
conditions set forth in Sections 4.02(b)-(c)
have been satisfied as of the date of the notice.

     

    If no
election as to the Type of Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing.  If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then Borrower shall be deemed to
have selected an Interest Period of one month’s duration.  Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested
Borrowing.

     

    SECTION
2.04 Evidence of Debt; Repayment
of Loans.

     

    (a) Promise to
Repay.  Borrower hereby unconditionally promises to pay (i) to
the Administrative Agent for the account of each Incremental Term Lender, the
principal amount of each Incremental Term Loan of such Incremental Term Lender
on the Incremental Term Loan Maturity Date, (ii) to the Administrative Agent for
the account of each Tranche 1 Revolving Lender, the then unpaid principal amount
of each Tranche 1 Revolving Loan of such Tranche 1 Revolving Lender on the
Tranche 1 Revolving Maturity Date, (iii) to the Administrative Agent for the
account of each Tranche 2 Revolving Lender, the then unpaid principal amount of
each Tranche 2 Revolving Loan of such Tranche 2 Revolving Lender on the Tranche
2 Revolving Maturity Date and (iv) to the Swingline Lender, the then unpaid
principal amount of each Swingline Loan on the earlier of the Tranche 2
Revolving Maturity Date and the first date after such Swingline Loan is made
that is the 15th
or last day of a calendar month and is at least two Business Days after such
Swingline Loan is made; provided that on each date
that a Revolving Borrowing is made, Borrower shall repay all Swingline Loans
that were outstanding on the date such Borrowing is made.

     

    (b) Lender and Administrative
Agent Records.  Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of
Borrower to such Lender resulting from each Loan made by such Lender from time
to time, including the amounts of principal and interest payable and paid to
such Lender from time to time under this Agreement.  The
Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Type and Class thereof and the Interest
Period applicable thereto; (ii) the amount of any principal or interest due and
payable or to become due and payable from Borrower to each Lender hereunder; and
(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender’s share thereof.  The
entries made in the accounts maintained pursuant to this paragraph shall be
prima facie evidence of
the existence and amounts of the obligations therein recorded; provided that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of Borrower to repay the
Loans in accordance with their terms.

     

    (c) Promissory
Notes.  Any Lender by written notice to Borrower (with a copy
to the Administrative Agent) may request that Loans of any Class made by it be
evidenced by a promissory note.  In such event, Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) in the form of Exhibit K-1, K-2, K-3 or K-4, as the case may
be.  The- 

     

    
      
        
        

      

      
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    reafter,
the Loans evidenced by such promissory note and interest thereon shall at all
times (including after assignment pursuant to Section 10.04)
be represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

     

    SECTION
2.05 Fees.

     

    (a) Commitment
Fee.  Borrower shall pay to the Administrative Agent a
commitment fee (a “Commitment
Fee”) (i) for the account of each Tranche 1 Revolving Lender, ratably in
proportion to its Tranche 1 Revolving Commitments, equal to the Applicable Fee
per annum for Tranche 1 Revolving Commitments on the average daily unused amount
of each Tranche 1 Revolving Commitment of such Lender during the period from and
including the Fifth ARCA Effective Date to but excluding the date on which such
Tranche 1 Revolving Commitment terminates and (ii) for the account of each
Tranche 2 Revolving Lender, ratably in proportion to its Tranche 2 Revolving
Commitments, equal to (x) during the period prior to and excluding the Fifth
ARCA Effective Date, the Applicable Fee per annum for Tranche 1 Revolving
Commitments and (y) during the period from and including the Fifth ARCA
Effective Date to but excluding the date on which such Tranche 2 Revolving
Commitment terminates, the Applicable Fee per annum for Tranche 2 Revolving
Commitments, in each case, on the average daily unused amount of each Tranche 2
Revolving Commitment of such Lender.  Accrued Commitment Fees shall be
payable in arrears on (i) the last Business Day of March, June, September and
December of each year, (ii) with respect to Tranche 1 Revolving Commitments, the
Tranche 1 Revolving Maturity Date and (iii) with respect to Tranche 2 Revolving
Commitments, the Tranche 2 Revolving Maturity Date, in each case commencing on
the first such date to occur after the Fifth ARCA Effective
Date.  Commitment Fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).  For purposes of computing
Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose).

     

    (b) Administrative Agent
Fees.  Borrower agrees to pay to the Administrative Agent, for
its own account, the administrative fees set forth in the Fee Letters and/or
such other fees payable in the amounts and at the times separately agreed upon
between Borrower and the Administrative Agent (the “Administrative Agent
Fees”).

     

    (c) LC and Fronting
Fees.  Borrower shall pay (i) to the Administrative Agent a
participation fee (“LC
Participation Fee”) for the account of each (A) Tranche 1 Revolving
Lender with respect to its participations in Letters of Credit, which shall
accrue at a rate equal to the Applicable Margin for Tranche 1 Revolving Loans
from time to time used to determine the interest rate on Eurodollar Revolving
Loans pursuant to Section 2.06 on the
average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including
the Fifth ARCA Effective Date to but excluding the later of the date on which
such Lender’s Tranche 1 Revolving Commitment terminates and the date on which
such Lender ceases to have any LC Exposure and (B) Tranche 2 Revolving Lender
with respect to its participations in Letters of Credit, which shall accrue at a
rate equal to the Applicable Margin for Tranche 2 Revolving Loans from time to
time used to determine the 

     

    
      
        
        

      

      
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    interest
rate on Eurodollar Revolving Loans pursuant to Section 2.06 on the
average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including
the Fifth ARCA Effective Date to but excluding the later of the date on which
such Lender’s Tranche 2 Revolving Commitment terminates and the date on which
such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank a
fronting fee (“Fronting
Fee”), which shall accrue at the rate of 0.125% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to
Reimbursement Obligations) during the period from and including the Fifth ARCA
Effective Date to but excluding the later of the date of termination of the
Tranche 2 Revolving Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank’s customary fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.  Accrued LC Participation Fees and Fronting
Fees shall be payable in arrears (i) on the last Business Day of March, June,
September and December of each year, commencing on the first such date to occur
after the Fifth ARCA Effective Date, (ii) on the date on which the Tranche 1
Revolving Commitments terminate and (iii) on the date on which the Tranche 2
Revolving Commitments terminate.  Any such fees accruing after the
date on which the Tranche 2 Revolving Commitments terminate shall be payable on
demand therefor.  Any other fees payable to the Issuing Bank pursuant
to this paragraph shall be payable within 10 days after demand.  All
LC Participation Fees and Fronting Fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

     

    (d) All Fees
shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for distribution, if and as appropriate, among the Lenders,
except that Borrower shall pay the Fronting Fees directly to the Issuing
Bank.  Once paid, none of the Fees shall be refundable under any
circumstances.

     

    SECTION
2.06 Interest on
Loans.

     

    (a) ABR
Loans.  Subject to the provisions of Section 2.06(c),
the Loans comprising each ABR Borrowing, including each Swingline Loan, shall
bear interest at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin in effect from time to time.

     

    (b) Eurodollar
Loans.  Subject to the provisions of Section 2.06(c),
the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per
annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for
such Borrowing plus the Applicable Margin in effect from time to
time.

     

    (c) Default
Rate.  Notwithstanding the foregoing, during the continuance of
an Event of Default, all overdue Obligations shall, to the extent permitted by
applicable law, bear interest, after as well as before judgment, at a per annum
rate equal to (i) in the case of principal of or interest on any Loan, 2% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section 2.06 or
(ii) in the case of any other amount, 2% plus the rate otherwise
applicable to such amount (in either case, the “Default Rate”).

     

    (d) Interest Payment
Dates.  Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan; provided that (i) interest
accrued pursuant to Sec-

     

    
      
        
        

      

      
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    tion 2.06(c)
shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

     

    (e) Interest
Calculation.  All interest hereunder shall be computed on the
basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366
days in a leap year), and in each case shall be payable for the actual number of
days elapsed (including the first day but excluding the last
day).  The applicable Alternate Base Rate or Adjusted LIBOR Rate shall
be determined by the Administrative Agent in accordance with the provisions of
this Agreement and such determination shall be conclusive absent manifest
error.

     

    SECTION
2.07 Termination and Reduction of
Commitments.

     

    (a) Termination of
Commitments.  The Tranche 1 Revolving Commitments shall
automatically terminate on the Tranche 1 Revolving Maturity Date.  The
Tranche 2 Revolving Commitments and the Swingline Commitment shall automatically
terminate on the Tranche 2 Revolving Maturity Date and the LC Commitment shall
automatically terminate on the date that is five Business Days prior to the
Tranche 2 Revolving Maturity Date subject to the provisions set forth in Section
2.18(c).  In the event that the RIGS 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 JV
Ownership Percentage.

     

    (b) Optional Terminations and
Reductions.  At its option, Borrower may at any time terminate,
or from time to time permanently reduce, the Commitments of any Class; provided that (i) each
reduction of the Commitments of any Class shall be in an amount that is an
integral multiple of $500,000 and not less than $1.0 million and (ii) the
Revolving Commitments shall not be terminated or reduced if, after giving effect
to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10,
the aggregate amount of Revolving Exposures would exceed the aggregate amount of
Revolving Commitments.

     

    (c) Borrower
Notice.  Borrower shall notify the Administrative Agent in
writing of any election to terminate or reduce the Commitments under the second
sentence of Section
2.07(a) or Section 2.07(b)
at least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each notice
delivered by Borrower pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Commitments delivered by Borrower may state that such notice
is conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not
satisfied.  Any termination or reduction of the Commitments of any
Class shall be permanent.  Each reduction of the Commitments of any
Class shall be made ratably among the Lenders in accordance with their
respective Commitments of such Class.

     

    
      
        
        

      

      
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    SECTION
2.08 Interest
Elections.

     

    (a) Generally.  Each
Revolving Borrowing and Incremental Term Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request.  Thereafter, Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section.  Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.  Notwithstanding anything to the contrary,
Borrower shall not be entitled to request any conversion or continuation that,
if made, would result in more than twelve Eurodollar Borrowings outstanding
hereunder at any one time.  This Section shall not apply to Swingline
Borrowings, which may not be converted or continued.

     

    (b) Interest Election
Notice.  To make an election pursuant to this Section, Borrower
shall deliver, by hand delivery or telecopier, a duly completed and executed
Interest Election Request to the Administrative Agent not later than the time
that a Borrowing Request would be required under Section 2.03 if
Borrower were requesting a Revolving Borrowing or Incremental Term Borrowing of
the Type resulting from such election to be made on the effective date of such
election.  Each Interest Election Request shall be
irrevocable.  Each Interest Election Request shall specify the
following information in compliance with Section 2.02:

     

    (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, or if
outstanding Borrowings are being combined, allocation to each resulting
Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting
Borrowing);

     

    (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and

     

    (iv) if the
resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

     

    If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then Borrower shall be deemed to have selected an
Interest Period of one month’s duration.

     

    Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

     

    
      
        
        

      

      
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    (c) Automatic Conversion to ABR
Borrowing.  If an Interest Election Request with respect to a
Eurodollar Borrowing is not timely delivered prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing.  Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing, the Administrative Agent or
the Required Lenders may require, by notice to Borrower, that (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an
ABR Borrowing at the end of the Interest Period applicable thereto.

     

    SECTION
2.09 [Intentionally
Omitted]

     

    SECTION
2.10 Optional and Mandatory
Prepayments of Loans.

     

    (a) Optional
Prepayments.  Borrower shall have the right at any time and
from time to time to prepay any Borrowing, in whole or in part, subject to the
requirements of this Section 2.10;
provided that each
partial prepayment shall be in an amount that is an integral multiple of
$500,000 and not less than $1.0 million.

     

    (b) Revolving Loan
Prepayments.

     

    (i) In the
event of the termination of all the Revolving Commitments of any Class, Borrower
shall, on the date of such termination, repay or prepay all its outstanding
Revolving Borrowings of such Class and all outstanding Swingline Loans of such
Class and replace all outstanding Letters of Credit of such Class or cash
collateralize all outstanding Letters of Credit of such Class in accordance with
the procedures set forth in Section 2.18(i).

     

    (ii) In the
event of any partial reduction of the Revolving Commitments, then (x) at or
prior to the effective date of such reduction, the Administrative Agent shall
notify Borrower and the Revolving Lenders of the sum of the Revolving Exposures
after giving effect thereto and (y) if the sum of the Revolving Exposures would
exceed the aggregate amount of Revolving Commitments after giving effect to such
reduction, then Borrower shall, on the date of such reduction, first, repay or prepay
Swingline Loans, second, repay or prepay
Revolving Borrowings and third, replace outstanding
Letters of Credit or cash collateralize outstanding Letters of Credit in
accordance with the procedures set forth in Section 2.18(i),
in an aggregate amount sufficient to eliminate such excess.

     

    (iii) In the
event that the sum of all Lenders’ Revolving Exposures exceeds the Revolving
Commitments then in effect, Borrower shall, without notice or demand,
immediately first,
repay or prepay Revolving Borrowings, and second, replace outstanding
Letters of Credit or cash collateralize outstanding Letters of Credit in
accordance with the procedures set forth in Section 2.18(i),
in an aggregate amount sufficient to eliminate such excess.

     

    (iv) In the
event that the aggregate LC Exposure exceeds the LC Commitment then in effect,
Borrower shall, without notice or demand, immediately replace outstanding
Letters of Credit or cash collateralize outstanding Letters of Credit in
accordance with the procedures set forth in Section 2.18(i),
in an aggregate amount sufficient to eliminate such excess.

     

    
      
        
        

      

      
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    (c) Asset
Sales.  Not later than five Business Days following the receipt
of any Net Cash Proceeds of any Asset Sale by Borrower or any of its
Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(e)
and (f) in an
aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

     

    (i) no such
prepayment shall be required under this Section 2.10(c)
with respect to (A) any Asset Sale permitted by Sections 6.06(a),
(c)-(h), (j) and (k), (B) the
disposition of property which constitutes a Casualty Event, or (C) Asset
Sales for fair market value resulting in no more than $20.0 million in Net Cash
Proceeds per Asset Sale (or series of related Asset Sales); and

     

    (ii) so long
as no Default shall then exist or would arise therefrom, such proceeds shall not
be required to be so applied on such date to the extent that the Borrower shall
have delivered an Officers’ Certificate to the Administrative Agent on or prior
to such date stating that such Net Cash Proceeds are expected to be reinvested
in fixed or capital assets within 360 days following the date of such Asset Sale
(which Officers’ Certificate shall set forth the estimates of the proceeds to be
so expended); provided
that if all or any portion of such Net Cash Proceeds is not so reinvested within
such 360-day period, such unused portion shall be applied on the last day of
such period as a mandatory prepayment as provided in this Section 2.10(c);
provided, further, that if the property
subject to such Asset Sale constituted Collateral, then all property purchased
with the Net Cash Proceeds thereof pursuant to this subsection shall be made
subject to the Lien of the applicable Security Documents in favor of the
Collateral Agent, for its benefit and for the benefit of the other Secured
Parties in accordance with Sections 5.11
and 5.12.

     

    (d) Casualty
Events.  Not later than seven Business Days following the
receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its
Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(e)
and (f) in an
aggregate amount equal to 100% of such Net Cash Proceeds; provided that:

     

    (i) no such
payment shall be required under this Section 2.10(d) with
respect to any Casualty Event (or series of related Casualty Events) resulting
in $20.0 million or less in Net Cash Proceeds;

     

    (ii) so long
as no Default shall then exist or arise therefrom, such proceeds shall not be
required to be so applied on such date to the extent that the Borrower shall
have delivered an Officers’ Certificate to the Administrative Agent on or prior
to such date stating that such proceeds are expected to be used to repair,
replace or restore any property in respect of which such Net Cash Proceeds were
paid or to reinvest in other fixed or capital assets, no later than 360 days
following the date of receipt of such proceeds; provided that so long as
construction or other work to so replace, repair or restore has commenced within
such 360-day period but has not been completed (and can reasonably be expected
to be completed pursuant to a written contract to be completed within 540 days
of receipt), any such remaining proceeds shall continue to not be required to be
so applied so long as they are used to repay any outstanding Revolving Loans;
provided further that
if the property subject to such Casualty Event constituted Collateral under the
Security Documents, then all property purchased with the Net Cash 

     

    
      
        
        

      

      
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    Proceeds
thereof pursuant to this subsection shall be made subject to the Lien of the
applicable Security Documents in favor of the Collateral Agent, for its benefit
and for the benefit of the other Secured Parties in accordance with Sections 5.11
and 5.12;
and

     

    (iii) if any
portion of such Net Cash Proceeds shall not be so applied within such 360-day
period (or 540-day period, as applicable), such unused portion shall be applied
on the last day of such period as a mandatory prepayment as provided in this
Section 2.10(d).

     

    (e) Application of
Prepayments.  Any prepayments of Incremental Term Loans
pursuant to Section
2.10(a), (c) or (d) shall be applied
to prepay the Incremental Term Loans, if any, on a pro rata
basis.  After application of mandatory prepayments of Incremental Term
Loans described above in this Section 2.10(e)
and to the extent there are mandatory prepayment amounts remaining after such
application, the Revolving Commitments shall be permanently reduced ratably
among the Revolving Lenders in accordance with their applicable Revolving
Commitments in an aggregate amount equal to such excess, and Borrower shall
comply with Section 2.10(b).

     

    Amounts
to be applied pursuant to this Section 2.10 to
the prepayment of Incremental Term Loans and Revolving Loans shall be applied,
as applicable, first to reduce outstanding ABR Incremental Term Loans and ABR
Revolving Loans, respectively.  Any amounts remaining after each such
application shall be applied to prepay Eurodollar Incremental Term Loans or
Eurodollar Revolving Loans, as applicable.  Notwithstanding the
foregoing, if the amount of any prepayment of Loans required under this Section 2.10
shall be in excess of the amount of the ABR Loans at the time outstanding (an
“Excess Amount”), only
the portion of the amount of such prepayment as is equal to the amount of such
outstanding ABR Loans shall be immediately prepaid and, at the election of
Borrower, the Excess Amount shall be either (A) deposited in an escrow account
on terms satisfactory to the Collateral Agent and applied to the prepayment of
Eurodollar Loans on the last day of the then next-expiring Interest Period for
Eurodollar Loans; provided that
(i) interest in respect of such Excess Amount shall continue to accrue
thereon at the rate provided hereunder for the Loans which such Excess Amount is
intended to repay until such Excess Amount shall have been used in full to repay
such Loans and (ii) at any time while an Event of Default has occurred and is
continuing, the Administrative Agent may, and upon written direction from the
Required Lenders shall, apply any or all proceeds then on deposit to the payment
of such Loans in an amount equal to such Excess Amount or (B) prepaid
immediately, together with any amounts owing to the Lenders under Section 2.13.

     

    (f) Notice of
Prepayment.  Borrower shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by
written notice of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment, (ii) in the case of prepayment of
an ABR Borrowing, not later than four hours (during the normal Business Day)
prior to such prepayment and (iii) in the case of prepayment of a Swingline
Loan, not later than 11:00 a.m., New York City time, on the date of
prepayment.  Each such notice shall be irrevocable; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.07,
then such notice of prepayment may be revoked if such termination is revoked in
accordance with Section 2.07.  Each
such notice shall specify the prepayment date, the principal amount of each
Borrowing or portion the- 

     

    
      
        
        

      

      
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    reof to
be prepaid and, in the case of a mandatory prepayment, a reasonably detailed
calculation of the amount of such prepayment.  Promptly following
receipt of any such notice (other than a notice relating solely to Swingline
Loans), the Administrative Agent shall advise the Lenders of the contents
thereof.  Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of a Credit Extension of the same
Type as provided in Section 2.02,
except as necessary to apply fully the required amount of a mandatory
prepayment.  Each prepayment of a Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing and otherwise in accordance with
this Section 2.10.  Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.06.

     

    SECTION
2.11 Alternate Rate of
Interest.  If
prior to the commencement of any Interest Period for a Eurodollar
Borrowing:

     

    (a) the
Administrative Agent determines (which determination shall be final and
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBOR Rate for such Interest Period;
or

     

    (b) the
Administrative Agent is advised in writing by the Required Lenders that the
Adjusted LIBOR Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for such Interest Period;

     

    then the
Administrative Agent shall give written notice thereof to Borrower and the
Lenders as promptly as practicable thereafter and, until the Administrative
Agent notifies Borrower and the Lenders that the circumstances giving rise to
such notice no longer exist (which notice shall be promptly given), (A) any
Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing
shall be made as an ABR Borrowing.

     

    SECTION
2.12 Yield
Protection.

     

    (a) Increased Costs
Generally.  If any Change in Law shall:

     

    (i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in, by any Lender (except any
reserve requirement reflected in the Adjusted LIBOR Rate) or the Issuing
Bank;

     

    (ii) subject
any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Loan made by it, or change the basis of taxation of payments to such Lender
or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other
Taxes covered by Section 2.15 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the Issuing Bank); or

     

    
      
        
        

      

      
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    (iii) impose on
any Lender or the Issuing Bank or the London interbank market any other
condition, cost or expense (excluding Taxes) affecting this Agreement or
Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan), or to increase the cost to such Lender, the Issuing Bank or
such Lender’s or the Issuing Bank’s holding company, if any, of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or any other amount), then, upon
request of such Lender or the Issuing Bank, Borrower will pay to such Lender or
the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

     

    (b) Capital
Requirements.  If any Lender or the Issuing Bank determines (in
good faith, but in its sole absolute discretion) that any Change in Law
affecting such Lender or the Issuing Bank or any lending office of such Lender
or such Lender’s or the Issuing Bank’s holding company, if any, regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s or the Issuing Bank’s capital or on the capital of such
Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the Issuing Bank, to a level below that which such Lender or
the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such
Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the
Issuing Bank’s holding company with respect to capital adequacy), then from time
to time Borrower will pay to such Lender or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the
Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered.

     

    (c) Certificates for
Reimbursement.  A certificate of a Lender or the Issuing Bank
setting forth in reasonable detail the amount or amounts necessary to compensate
such Lender or the Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section 2.12 and
delivered to Borrower shall be conclusive absent manifest
error.  Subject to Section 2.12(d),
Borrower shall pay such Lender or the Issuing Bank, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt
thereof.

     

    (d) Delay in
Requests.  Failure or delay on the part of any Lender or the
Issuing Bank to demand compensation pursuant to this Section 2.12 shall
not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
such compensation; provided that Borrower shall
not be required to compensate a Lender or the Issuing Bank pursuant to this
Section for any increased costs incurred or reductions suffered more than six
months prior to the date that such Lender or the Issuing Bank, as the case may
be, notifies Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased 

     

    
      
        
        

      

      
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    costs or
reductions is retroactive, then the six-month period referred to above shall be
extended to include the period of retroactive effect thereof) .

     

    SECTION
2.13 Breakage
Payments.  In
the event of (a) the payment or prepayment, whether optional or mandatory, of
any principal of any Eurodollar Loan earlier than the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan earlier than the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Revolving Loan or Incremental Term Loan on the date specified in any
notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan
earlier than the last day of the Interest Period applicable thereto as a result
of a request by Borrower pursuant to Section 2.16(b),
then, in any such event, Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event.  In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBOR Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the Eurodollar
market.  A certificate of any Lender setting forth in reasonable
detail any amount or amounts that such Lender is entitled to receive pursuant to
this Section 2.13
shall be delivered to Borrower (with a copy to the Administrative Agent) and
shall be conclusive and binding absent manifest error.  Borrower shall
pay such Lender the amount shown as due on any such certificate within 5 days
after receipt thereof.

     

    SECTION
2.14 Payments Generally; Pro Rata
Treatment; Sharing of Setoffs.

     

    (a) Payments
Generally.  Borrower shall make each payment required to be
made by it hereunder or under any other Loan Document (whether of principal,
interest, fees or Reimbursement Obligations, or of amounts payable under Section 2.12,
2.13, 2.15 or 10.03, or otherwise)
on or before the time expressly required hereunder or under such other Loan
Document for such payment (or, if no such time is expressly required, prior to
2:00 p.m., New York City time), on the date when due, in immediately available
funds, without setoff, deduction or counterclaim.  Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at Wachovia
Agency Services, 1525 West WT Harris Blvd, Charlotte, NC 28262, Attention: Adam
Geremia, except payments to be made directly to the Issuing Bank or Swingline
Lender as expressly provided herein and except that payments pursuant to Sections 2.12,
2.13, 2.15 and 10.03 shall be made
directly to the persons entitled thereto and payments pursuant to other Loan
Documents shall be made to the persons specified therein.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other person to the appropriate recipient promptly following
receipt thereof.  If any payment under any Loan Document shall be due
on a day that is not a Business Day, unless specified otherwise, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
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    accruing
interest, interest thereon shall be payable for the period of such
extension.  All payments under each Loan Document shall be made in
dollars, except as expressly specified otherwise.

     

    (b) Insufficient
Funds.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
Reimbursement Obligations, interest and fees then due hereunder, such funds
shall be applied (i) first, toward payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, toward
payment of principal and Reimbursement Obligations then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
and Reimbursement Obligations then due to such parties.

     

    (c) Sharing of
Setoff.  If any Lender (and/or the Issuing Bank, which shall be
deemed a “Lender” for purposes of this Section 2.14(c))
shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans or other
Obligations resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of its Loans and accrued interest thereon or other Obligations
greater than its pro
rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Loans and such other obligations of the other
Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:

     

    (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest;
and

     

    (ii) the
provisions of this paragraph shall not be construed to apply to (x) any
payment made by Borrower pursuant to and in accordance with the express terms of
this Agreement or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to Borrower
or any Subsidiary thereof (as to which the provisions of this paragraph shall
apply).

     

    Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable Requirements of Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.  If under applicable bankruptcy,
insolvency or any similar law any Secured Party receives a secured claim in lieu
of a setoff or counterclaim to which this Section 2.14(c)
applies, such Secured Party shall to the extent practicable, exercise its rights
in respect of such secured claim in a manner consistent with the rights to which
the Secured Party is entitled under this Section 2.14(c)
to share in the benefits of the recovery of such secured claim.

     

    
      
        
        

      

      
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    (d) Borrower
Default.  Unless the Administrative Agent shall have received
notice from Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that Borrower will not make such payment, the Administrative Agent may
assume that Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due.  In such event, if
Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or the Issuing Bank with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

     

    SECTION
2.15 Taxes.

     

    (a) Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of Borrower hereunder or under any other Loan Document shall be made free and
clear of and without reduction or withholding for any Indemnified Taxes or Other
Taxes; provided that if
Borrower shall be required by applicable Requirements of Law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Bank, as the case may
be, receives an amount equal to the sum it would have received had no such
deductions been made, (ii) Borrower shall make such deductions and (iii)
Borrower shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable Requirements of Law.

     

    (b) Payment of Other Taxes by
Borrower.  Without limiting the provisions of paragraph (a)
above, Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable Requirements of Law.

     

    (c) Indemnification by
Borrower.  Borrower shall indemnify the Administrative Agent,
each Lender and the Issuing Bank, within 20 days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) paid by the Administrative Agent, such Lender or the Issuing Bank,
as the case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to Borrower by a Lender or the Issuing Bank (with
a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent
manifest error.

     

    (d) Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental 

     

    
      
        
        

      

      
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    Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative
Agent.

     

    (e) Status of
Lenders.  Any Foreign Lender shall, to the extent it may
lawfully do so, deliver to Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of Borrower or the Administrative Agent or
if the Lender’s factual or legal circumstances have changed since it last
provided the form, rendering such form obsolete or incorrect, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is
applicable:

     

    (i) duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States of America is a
party,

     

    (ii) duly
completed copies of Internal Revenue Service Form W-8ECI,

     

    (iii) in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate, in substantially
the form of Exhibit N, or
any other form approved by the Administrative Agent, to the effect that such
Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, (B) a “10 percent shareholder” of Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of
Internal Revenue Service Form W-8BEN, or

     

    (iv) any other
form prescribed by applicable Requirements of Law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable Requirements of Law to permit Borrower to determine the withholding
or deduction required to be made.

     

    (f) Treatment of Certain
Refunds.  If the Administrative Agent, a Lender or the Issuing
Bank determines, in its good faith sole discretion, that it has received a
refund of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by Borrower or with respect to which Borrower has paid additional
amounts pursuant to this Section, it shall pay to Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by Borrower under this Section with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Lender or the Issuing Bank, as the
case may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund) so as to leave such Lender,
Issuing Bank or Administrative Agent in no better or worse position than in
which each would have been if payment of the relevant additional amount had not
been made; provided
that Borrower, upon the request of the Administrative Agent, such Lender or the
Issuing Bank, agrees to repay the amount paid over to Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the Issuing Bank in the
event the Administrative Agent, such Lender or the Issuing Bank is required to
repay

     

    
      
        
        

      

      
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     such
refund to such Governmental Authority.  This paragraph shall not be
construed to require the Administrative Agent, any Lender or the Issuing Bank to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to Borrower or any other person.

     

    SECTION
2.16 Mitigation Obligations;
Replacement of Lenders.

     

    (a) Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 2.12, or
requires Borrower to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may
be and (ii) would not subject such Lender to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender.  Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.  A certificate
setting forth such costs and expenses submitted by such Lender to Borrower shall
be conclusive absent manifest error.

     

    (b) Replacement of
Lenders.  If any Lender requests compensation under Section 2.12, or
if Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15, or
if any Lender becomes a Defaulting Lender, or if Borrower exercises its
replacement rights under Section 10.02(d),
then Borrower may, at its sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 10.04),
all of its interests, rights and obligations under this Agreement and the other
Loan Documents to an Eligible Assignee that shall assume such obligations (which
Eligible Assignee may be another Lender, if a Lender accepts such assignment);
provided
that:

     

    (i) Borrower
shall have paid to the Administrative Agent the processing and recordation fee
specified in Section
10.04(b);

     

    (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder and under the other Loan Documents (including any amounts under
Section 2.13),
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or Borrower (in the case of all other amounts);

     

    (iii) in the
case of any such assignment resulting from a claim for compensation under Section 2.12 or
payments required to be made pursuant to Section 2.15,
such assignment will result in a reduction in such compensation or payments
thereafter; and

     

    (iv) such
assignment does not conflict with applicable Requirements of Law.

     

    
      
        
        

      

      
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    A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling Borrower to require such assignment and delegation cease to
apply.

     

    SECTION
2.17 Swingline
Loans.

     

    (a) Swingline
Commitment.  Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to Borrower from
time to time until the Tranche 2 Revolving Maturity Date, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $25.0
million, (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments or (iii) the Revolving Exposure of any Revolving
Lender exceeding the Revolving Commitments of such Lender; provided that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  Within the foregoing limits and subject
to the terms and conditions set forth herein, Borrower may borrow, repay and
reborrow Swingline Loans.

     

    (b) Swingline
Loans.  To request a Swingline Loan, Borrower shall deliver, by
hand delivery or telecopier, a duly completed and executed Borrowing Request to
the Administrative Agent and the Swingline Lender, not later than 2:00 p.m., New
York City time, on the day of a proposed Swingline Loan.  Each such
notice shall be irrevocable and shall specify the requested date (which shall be
a Business Day) and the amount of the requested Swingline Loan.  Each
Swingline Loan shall be an ABR Loan.  The Swingline Lender shall make
each Swingline Loan available to Borrower by means of a credit to the general
deposit account of Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section
2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City
time, on the requested date of such Swingline Loan.  Borrower shall
not request a Swingline Loan if at the time of or immediately after giving
effect to the Extension of Credit contemplated by such request a Default has
occurred and is continuing or would result therefrom.  Swingline Loans
shall be made in minimum amounts of $500,000 and integral multiples of $500,000
above such amount.

     

    (c) Prepayment.  Borrower
shall have the right at any time and from time to time to repay any Swingline
Loan, in whole or in part, upon giving written notice to the Swingline Lender
and the Administrative Agent before 12:00 (noon), New York City time, on the
proposed date of repayment.

     

    (d) Participations.  The
Swingline Lender may at any time in its discretion by written notice given to
the Administrative Agent (provided such notice
requirement shall not apply if the Swingline Lender and the Administrative Agent
are the same entity) not later than 11:00 a.m., New York City time, on the next
succeeding Business Day following such notice require the Revolving Lenders to
acquire participations on such Business Day in all or a portion of the Swingline
Loans then outstanding.  Such notice shall specify the aggregate
amount of Swingline Loans in which Revolving Lenders will
participate.  Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each Revolving Lender, specifying in such
notice such Lender’s Pro Rata Percentage of such Swingline Loan or
Loans.  Each Revolving Lender hereby absolutely and unconditionally
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    to pay to
the Administrative Agent, for the account of the Swingline Lender, such Lender’s
Pro Rata Percentage of such Swingline Loan or Loans.  Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever (so long as such payment shall not cause such Lender’s
Revolving Exposure to exceed such Lender’s Revolving
Commitment).  Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.02(c)
with respect to Loans made by such Lender (and Section 2.02
shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Revolving Lenders.  The
Administrative Agent shall notify Borrower of any participations in any
Swingline Loan acquired by the Revolving Lenders pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender.  Any amounts
received by the Swingline Lender from Borrower (or other party on behalf of
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent.  Any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph, as their interests may appear.  The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
Borrower of any default in the payment thereof.

     

    SECTION
2.18 Letters of
Credit.

     

    (a) General.  Subject
to the terms and conditions set forth herein, Borrower may request the Issuing
Bank, and the Issuing Bank agrees, in reliance upon the agreements of the
Revolving Lenders in this Section 2.18, to
issue Letters of Credit for its own account or the account of a Subsidiary in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time until the Tranche 2 Revolving Maturity Date
(provided that Borrower
shall be a co-applicant, and be jointly and severally liable, with respect to
each Letter of Credit issued for the account of a Subsidiary).  The
Issuing Bank shall have no obligation to issue, and Borrower shall not request
the issuance of, any Letter of Credit at any time if after giving effect to such
issuance, the LC Exposure would exceed the LC Commitment or the total Revolving
Exposure would exceed the total Revolving Commitments.  In the event
of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by Borrower to, or entered into by Borrower with, the
Issuing Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

     

    (b) Request for Issuance,
Amendment, Renewal, Extension; Certain Conditions and
Notices.  To request the issuance of a Letter of Credit or the
amendment, renewal or extension of an outstanding Letter of Credit, Borrower
shall deliver, by hand or telecopier (or transmit by electronic communication,
if arrangements for doing so have been approved by the Issuing Bank), an LC
Request to the Issuing Bank and the Administrative Agent not later than 11:00


    
      
        
        

      

      
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    a.m. on
the third Business Day preceding the requested date of issuance, amendment,
renewal or extension (or such later date and time as is acceptable to the
Issuing Bank).

     

    A request
for an initial issuance of a Letter of Credit shall specify in form and detail
satisfactory to the Issuing Bank:

     

    (i) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day);

     

    (ii) the
amount thereof;

     

    (iii) the
expiry date thereof (which shall not be later than the date specified in Section
2.18(c));

     

    (iv) the name
and address of the beneficiary thereof;

     

    (v) whether
the Letter of Credit is to be issued for its own account or for the account of
one of its Subsidiaries (provided that Borrower shall
be a co-applicant, and therefore jointly and severally liable, with respect to
each Letter of Credit issued for the account of a Subsidiary);

     

    (vi) the
documents to be presented by such beneficiary in connection with any drawing
thereunder;

     

    (vii) the full
text of any certificate to be presented by such beneficiary in connection with
any drawing thereunder; and

     

    (viii) such
other matters as the Issuing Bank may require.

     

    A request
for an amendment, renewal or extension of any outstanding Letter of Credit shall
specify in form and detail satisfactory to the Issuing Bank:

     

    (i) the
Letter of Credit to be amended, renewed or extended;

     

    (ii) the
proposed date of amendment, renewal or extension thereof (which shall be a
Business Day);

     

    (iii) the
nature of the proposed amendment, renewal or extension; and

     

    (iv) such
other matters as the Issuing Bank may require.

     

    If
requested by the Issuing Bank, Borrower also shall submit a letter of credit
application on the Issuing Bank’s standard form in connection with any request
for a Letter of Credit.  In the event of any conflict between such
application and this Agreement, this Agreement shall control.  A
Letter of Credit shall be issued, amended, renewed or extended only if (and,
upon issuance, amendment, renewal or extension of each Letter of Credit,
Borrower shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment, renewal or extension, (i) the LC Exposure shall not
exceed the LC Commitment, (ii) the total Revolving Expo-

     

    
      
        
        

      

      
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    sures
shall not exceed the total Revolving Commitments and (iii) the conditions set
forth in Section
4.02 in respect of such issuance, amendment, renewal or extension shall
have been satisfied.  Unless the Issuing Bank shall agree otherwise,
no Letter of Credit shall be in an initial amount less than $100,000, in the
case of a Commercial Letter of Credit, or $500,000, in the case of a Standby
Letter of Credit.

     

    Upon the
issuance of any Letter of Credit or amendment, renewal, extension or
modification to a Letter of Credit, the Issuing Bank shall promptly notify the
Administrative Agent, who shall promptly notify each Revolving Lender, thereof,
which notice shall be accompanied by a copy of such Letter of Credit or
amendment, renewal, extension or modification to a Letter of Credit and the
amount of such Lender’s respective participation in such Letter of Credit
pursuant to Section 2.18(d).  On
the first Business Day of each calendar month, the Issuing Bank shall provide to
the Administrative Agent a report listing all outstanding Letters of Credit and
the amounts and beneficiaries thereof and the Administrative Agent shall
promptly provide such report to each Revolving Lender.

     

    For the
avoidance of doubt, upon the Fifth ARCA Effective Date, the aggregate amount of
participations in Letters of Credit and Swingline Loans held by Revolving
Lenders shall be deemed to be reallocated to the Tranche 1 Revolving Lenders and
the Tranche 2 Revolving Lenders so that participation of the Tranche 1 Revolving
Lenders and Tranche 2 Revolving Lenders, respectively, in outstanding Letters of
Credit and Swingline Loans shall be in proportion to their respective Tranche 1
Revolving Commitments and Tranche 2 Revolving Commitments.

     

    For the
avoidance of doubt and subject to Section 2.10(b)(iii),
upon the Tranche 1 Revolving Maturity Date, the aggregate amount of
participations in Letters of Credit and Swingline Loans held by Tranche 1
Revolving Lenders shall be deemed to be reallocated to the Tranche 2 Revolving
Lenders so that participation of the Tranche 2 Revolving Lenders in outstanding
Letters of Credit and Swingline Loans shall be in proportion to their respective
Tranche 2 Revolving Commitments; provided, however, there shall be no
such reallocation of participations in Letters to Credit and Swingline Loans to
Tranche 2 Revolving Lenders in the event the maturity of the Loans has been
accelerated on or prior to the Tranche 1 Revolving Maturity Date.

     

    (c) Expiration
Date.

     

    (i) Each
Letter of Credit shall expire at or prior to the close of business on the
earlier of (A) in the case of a Standby Letter of Credit, (x) the date which is
one year after the date of the issuance of such Standby Letter of Credit (or, in
the case of any renewal or extension thereof, one year after such renewal or
extension) and (y) the Letter of Credit Expiration Date and (B) in the case of a
Commercial Letter of Credit, (x) the date that is 270 days after the date of
issuance of such Commercial Letter of Credit (or, in the case of any renewal or
extension thereof, 270 days after such renewal or extension) and (y) the Letter
of Credit Expiration Date.

     

    (ii) If
Borrower so requests in any Letter of Credit Request, the Issuing Bank may, in
its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic renewal provisions (each, an “Auto-Renewal Letter of
Credit”); provided that any such
Auto-Renewal Letter of Credit must permit the Issuing Bank to prevent any such
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    twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day in each such
twelve-month period to be agreed upon at the time such Letter of Credit is
issued.  Unless otherwise directed by the Issuing Bank, Borrower shall
not be required to make a specific request to the Issuing Bank for any such
renewal.  Once an Auto-Renewal Letter of Credit has been issued, the
Revolving Lenders shall be deemed to have authorized (but may not require) the
Issuing Bank to permit the renewal of such Letter of Credit at any time to an
expiry date not later than the earlier of (i) one year from the date of such
renewal and (ii) the Letter of Credit Expiration Date; provided that the Issuing
Bank shall not permit any such renewal if (x) the Issuing Bank has determined
that it would have no obligation at such time to issue such Letter of Credit in
its renewed form under the terms hereof (by reason of the provisions of Section 2.18(f) or
otherwise), or (y) it has received notice on or before the day that is two
Business Days before the date which has been agreed upon pursuant to the proviso
of the first sentence of this paragraph, (A) from the Administrative Agent that
any Revolving Lender directly affected thereby has elected not to permit such
renewal or (B) from the Administrative Agent, any Lender or Borrower that one or
more of the applicable conditions specified in Section 4.02 are not
then satisfied.

     

    (d) Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each
Revolving Lender, and each Revolving Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Revolving Lender’s
Pro Rata Percentage of the aggregate amount available to be drawn under such
Letter of Credit.  In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by the
Issuing Bank and not reimbursed by Borrower on the date due as provided in Section 2.18(e),
or of any reimbursement payment required to be refunded to Borrower for any
reason.  Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, or expiration, termination or cash
collateralization of any Letter of Credit and that each such payment shall be
made without any offset, abatement, withholding or reduction
whatsoever.

     

    (e) Reimbursement.

     

    (i) If the
Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank an
amount equal to such LC Disbursement not later than 3:00 p.m., New York City
time, on the date that such LC Disbursement is made if Borrower shall have
received notice of such LC Disbursement prior to 11:00 a.m., New York City time,
on such date, or, if such notice has not been received by Borrower prior to such
time on such date, then not later than 3:00 p.m., New York City time, on the
Business Day immediately following the day that Borrower receives such notice;
provided that Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03
that such payment be financed with ABR Revolving Loans or Swingline Loans in an
equivalent amount and, to the extent so financed, Borrower’s obligation to


     

    
      
        
        

      

      
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    make such
payment shall be discharged and replaced by the resulting ABR Revolving Loans or
Swingline Loans.

     

    (ii) If
Borrower fails to make such payment when due, the Issuing Bank shall notify the
Administrative Agent and the Administrative Agent shall notify each Revolving
Lender of the applicable LC Disbursement, the payment then due from Borrower in
respect thereof and such Revolving Lender’s Pro Rata Percentage
thereof.  Each Revolving Lender shall pay by wire transfer of
immediately available funds to the Administrative Agent not later than 2:00
p.m., New York City time, on such date (or, if such Revolving Lender shall have
received such notice later than 12:00 noon, New York City time, on any day, not
later than 11:00 a.m., New York City time, on the immediately following Business
Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the
unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c)
with respect to Revolving Loans made by such Revolving Lender, and the
Administrative Agent will promptly pay to the Issuing Bank the amounts so
received by it from the Revolving Lenders.  The Administrative Agent
will promptly pay to the Issuing Bank any amounts received by it from Borrower
pursuant to the above paragraph prior to the time that any Revolving Lender
makes any payment pursuant to the preceding sentence and any such amounts
received by the Administrative Agent from Borrower thereafter will be promptly
remitted by the Administrative Agent to the Revolving Lenders that shall have
made such payments and to the Issuing Bank, as appropriate.

     

    (iii) If any
Revolving Lender shall not have made its Pro Rata Percentage of such LC
Disbursement available to the Administrative Agent as provided above, each of
such Revolving Lender and Borrower severally agrees to pay interest on such
amount, for each day from and including the date such amount is required to be
paid in accordance with the foregoing to but excluding the date such amount is
paid, to the Administrative Agent for the account of the Issuing Bank at (A) in
the case of Borrower, the rate per annum set forth in Section 2.18(h)
and (B) in the case of such Lender, at a rate determined by the Administrative
Agent in accordance with banking industry rules or practices on interbank
compensation.

     

    (f) Obligations
Absolute.  The Reimbursement Obligation of Borrower as provided
in Section 2.18(e)
shall be absolute, unconditional and irrevocable, and shall be paid and
performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein; (ii) any draft or other document presented under a Letter of
Credit being proved to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect;
(iii) payment by the Issuing Bank under a Letter of Credit against
presentation of a draft or other document that fails to comply with the terms of
such Letter of Credit; (iv) any other event or circumstance whatsoever, whether
or not similar to any of the foregoing, that might, but for the provisions of
this Section 2.18,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the obligations of Borrower hereunder; (v) the fact that a Default
shall have occurred and be continuing; (vi) any material adverse change in the
business, property, results of operations, prospects or condition, financial or
otherwise, of Borrower and its Subsidiaries; or (vii) the existence of any
claim, counterclaim, setoff, defense or other right that the Borrower or any
Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such
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    Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction.  None of the Agents, the Lenders, the
Issuing Bank or any of their Affiliates shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the foregoing shall
not be construed to excuse the Issuing Bank from liability to Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by Borrower to the extent permitted by
applicable Requirements of Law) suffered by Borrower that are caused by the
Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that, in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination.  In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

     

    (g) Disbursement
Procedures.  The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The Issuing Bank shall promptly
give written notice to the Administrative Agent and Borrower of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided
that any failure to give or delay in giving such notice shall not relieve
Borrower of its Reimbursement Obligation to the Issuing Bank and the Revolving
Lenders with respect to any such LC Disbursement (other than with respect to the
timing of such Reimbursement Obligation set forth in Section 2.18(e)).

     

    (h) Interim
Interest.  If the Issuing Bank shall make any LC Disbursement,
then, unless Borrower shall reimburse such LC Disbursement in full on the date
such LC Disbursement is made, the unpaid amount thereof shall bear interest
payable on demand, for each day from and including the date such LC Disbursement
is made to but excluding the date that Borrower reimburses such LC Disbursement,
at the rate per annum determined pursuant to Section 2.06(c).  Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank,
except that interest accrued on and after the date of payment by any Revolving
Lender pursuant to Section 2.18(e)
to reimburse the Issuing Bank shall be for the account of such Lender to the
extent of such payment.

     

    (i) Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that Borrower receives notice from the
Administrative Agent or the Required Revolving Lenders (or, if the maturity of
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    with LC
Exposure representing greater than 50% of the total LC Exposure) demanding the
deposit of cash collateral pursuant to this paragraph, Borrower shall deposit on
terms and in accounts satisfactory to the Collateral Agent, in the name of the
Collateral Agent and for the benefit of the Revolving Lenders, an amount in cash
or Cash Equivalents equal to the LC Exposure as of such date plus any accrued
and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to Borrower described in
Section 8.01(g)
or (h).  Funds
so deposited shall be applied by the Collateral Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of outstanding
Reimbursement Obligations or, if the maturity of the Loans has been accelerated
(but subject to the consent of Revolving Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other
Obligations of Borrower under this Agreement.  If Borrower is required
to provide an amount of cash collateral hereunder as a result of the occurrence
of an Event of Default, such amount plus any accrued interest or realized
profits with respect to such amounts (to the extent not applied as aforesaid)
shall be returned to Borrower within three Business Days after all Events of
Default have been cured or waived.

     

    (j) Additional Issuing
Banks.  Borrower may, at any time and from time to time,
designate one or more additional Revolving Lenders to act as an issuing bank
under the terms of this Agreement, with the consent of the Administrative Agent
(which consent shall not be unreasonably withheld) and such Revolving
Lender(s).  Any Lender designated as an issuing bank pursuant to this
paragraph (j) shall be deemed (in addition to being a Revolving Lender) to be
the Issuing Bank with respect to Letters of Credit issued or to be issued by
such Revolving Lender, and all references herein and in the other Loan Documents
to the term “Issuing Bank” shall, with respect to such Letters of Credit, be
deemed to refer to such Revolving Lender in its capacity as Issuing Bank, as the
context shall require.

     

    (k) Resignation or Removal of
the Issuing Bank.  The Issuing Bank may resign as Issuing Bank
hereunder at any time upon at least 30 days’ prior notice to the Lenders, the
Administrative Agent and Borrower.  The Issuing Bank may be replaced
at any time by written agreement among Borrower, each Agent, the replaced
Issuing Bank and the successor Issuing Bank.  The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing Bank or any such
additional Issuing Bank.  At the time any such resignation or
replacement shall become effective, Borrower shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank pursuant to Section 2.05(c).  From
and after the effective date of any such resignation or replacement or addition,
as applicable, (i) the successor or additional Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued by it thereafter and (ii) references herein to
the term “Issuing Bank” shall be deemed to refer to such successor or such
addition or to any previous Issuing Bank, or to such successor or such addition
and all previous Issuing Banks, as the context shall require.  After
the resignation or replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the
rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such resignation or replacement, but
shall not be required to issue additional Letters of Credit.  If at
any time there is more than one Issuing Bank hereunder, Borrower may, in its
discretion, select which Issuing Bank is to issue any particular Letter of
Credit.

     

    
      
        
        

      

      
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    (l) Other.  The
Issuing Bank shall be under no obligation to issue any Letter of Credit
if

     

    (i) any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the Issuing Bank from issuing such
Letter of Credit, or any Requirement of Law applicable to the Issuing Bank or
any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the
Issuing Bank with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Bank is not otherwise compensated
hereunder) not in effect on the Fifth ARCA Effective Date, or shall impose upon
the Issuing Bank any unreimbursed loss, cost or expense which was not applicable
on the Fifth ARCA Effective Date and which the Issuing Bank in good faith deems
material to it;

     

    (ii) the
issuance of such Letter of Credit would violate one or more policies of the
Issuing Bank.

     

    (iii) the
Letter of Credit is to be denominated in a currency other than dollars;
or

     

    (iv) the
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder.

     

    The
Issuing Bank shall be under no obligation to amend any Letter of Credit if (A)
the Issuing Bank would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms hereof, or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of
Credit.

     

    (m) Applicability of ISP and
UCP.  Unless otherwise expressly agreed by the Issuing Bank and
the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall
apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs
and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.

     

    SECTION
2.19 Increase in
Commitments;
Release of Collateral.

     

    (a) Borrower
Request.  Borrower may by 10 Business Days’ written notice to
the Administrative Agent request, on up to but no more than four separate
occasions, (x) prior to the Tranche 2 Revolving Maturity Date, an increase to
the existing Tranche 2 Revolving Commitments (an “Incremental Revolving
Commitment”) and/or (y) the establishment of one or more new Incremental
Term Loan Commitments (each, an “Incremental Term Loan
Commitment”) by an aggregate amount not in excess of $250.0 million
minus the amount of Incremental Revolving Commitments made pursuant to this
Section 2.19 in
connection with the Transactions on the Fifth ARCA Effective Date in the
aggregate (which amount shall be increased immediately following the Tranche 1
Revolving Maturity Date by an amount equal to the Tranche 1 Revolving
Commitments in effect immediately prior to the Tranche 1 Revolving Maturity
Date) and not less than $5.0 million individually.  Each such notice
shall specify (i) the date (each, an “In-

     

    
      
        
        

      

      
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    crease Effective Date”) on
which Borrower proposes that the increased or new Commitments shall be
effective, which shall be a date not less than 10 Business Days after the date
on which such notice is delivered to the Administrative Agent and (ii) the
identity of each Eligible Assignee to whom Borrower proposes any portion of such
increased or new Commitments be allocated and the amounts of such allocations;
provided that any existing Lender approached to provide all or a portion of the
increased or new Commitments may elect or decline, in its sole discretion, to
provide such increased or new Commitment.  Any Borrowings with respect
to the Incremental Revolving Commitment or Incremental Term Loan Commitment made
pursuant to this Section 2.19 must comply with the requirements of Section
2.03.

     

    (b) Conditions.  The
increased or new Commitments shall become effective, as of such Increase
Effective Date; provided that:

     

    (i) each of
the conditions set forth in Section 4.02 shall be
satisfied;

     

    (ii) no Event
of Default shall have occurred and be continuing or would result from the
borrowings to be made on the Increase Effective Date;

     

    (iii) as of the
applicable Test Period, after calculating Consolidated EBITDA, Indebtedness and
Consolidated Interest Expense on a Pro Forma Basis to give effect to the
borrowings to be made on the Increase Effective Date, the Projects, any
Permitted Acquisition (including any Permitted Acquisition financed on the
Increase Effective Date) and Asset Sales consummated at any time on or after the
first day of the Test Period as if the incurrence of such Indebtedness, the
Projects and any 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, the Reporting Entity shall be in compliance with each of the
covenants set forth in Section
6.10;

     

    (iv) Borrower
shall make any payments required pursuant to Section 2.13 in
connection with any adjustment of Revolving Loans pursuant to Section 2.19(d);
and

     

    (v) Borrower
shall deliver or cause to be delivered any legal opinions or other documents
reasonably requested by the Administrative Agent in connection with any such
transaction.

     

    (c) Terms of New Loans and
Commitments.  The terms and provisions of Loans made pursuant
to the new Commitments shall be as follows:

     

    (i) terms and
provisions of Loans made pursuant to the Incremental Term Loan Commitments (the
“Incremental Term
Loans”) shall be, except as to pricing, amortization, maturity date and
as otherwise set forth herein or in the Increase Joinder, identical to the
Tranche B Term Loans under the Fourth Amended and Restated Credit
Agreement;

     

    (ii) the terms
and provisions of Revolving Loans made pursuant to the Incremental Revolving
Commitments shall be, except as to pricing and as otherwise set forth herein or
in the Increase Joinder, identical to the Tranche 2 Revolving Loans;
and

     

    
      
        
        

      

      
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    (iii) the
maturity date of the Incremental Term Loans shall be no earlier than the Tranche
2 Revolving Maturity Date.

     

    The
increased or new Commitments shall be effected by a joinder agreement (the
“Increase Joinder”)
executed by Borrower, the Administrative Agent and each Lender making such
increased or new Commitment, in form and substance satisfactory to each of
them.  The Increase Joinder may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the opinion of the Administrative Agent,
to effect the provisions of this Section
2.19.  In addition, unless otherwise specifically provided
herein, all references in the Loan Documents to Revolving Loans or Incremental
Term Loans shall be deemed, unless the context otherwise requires, to include
references to Revolving Loans or Incremental Term Loans made pursuant to the new
Commitments.

     

    (d) Adjustment of Revolving
Loans.  To the extent the Commitments being increased on the
relevant Increase Effective Date are Revolving Commitments of the same Class as
the existing Revolving Commitments, then each of the Tranche 2 Revolving Lenders
having a Tranche 2 Revolving Commitment prior to such Increase Effective Date
(the “Pre-Increase Revolving
Lenders”) shall assign to any Revolving Lender which is acquiring an
Incremental Revolving Commitment on the Increase Effective Date (the “Post-Increase Revolving
Lenders”), and such Post-Increase Revolving Lenders shall purchase from
each Pre-Increase Revolving Lender, at the principal amount thereof together
with accrued and unpaid interest and fees, if any, such interests in the Tranche
2 Revolving Loans and participation interests in LC Exposure and Swingline Loans
outstanding on such Increase Effective Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Tranche 2
Revolving Loans and participation interests in LC Exposure and Swingline Loans
will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving
Lenders ratably in accordance with their Tranche 2 Revolving Commitments after
giving effect to such increased Tranche 2 Revolving Commitments.

     

    (e) Equal and Ratable
Benefit.  The Loans and Commitments established pursuant to
this Section 2.19
shall constitute Loans and Commitments under, and shall be entitled to all the
benefits afforded by, this Agreement and the other Loan Documents, and shall,
without limiting the foregoing, benefit equally and ratably from the Guarantees
and security interests created by the Security Documents.  The Loan
Parties shall take any actions reasonably required by the Administrative Agent
to ensure and/or demonstrate that the Lien and security interests granted by the
Security Documents continue to be perfected under the UCC or otherwise after
giving effect to the establishment of any such Class of Incremental Term Loans
or any such new Commitments.

     

    (f) Release of
Collateral.  Notwithstanding anything to the contrary contained
in this Agreement, the Security Documents, any Loan Document or any other
document executed in connection herewith, upon payment in full of all of the
outstanding Incremental Term Loans and after Regency MLP achieves an Investment
Grade Rating, all Collateral and the Security Documents shall be released
automatically and terminated without any further action.  In
connection with the foregoing, the Collateral Agent shall, at Borrower’s
expense, promptly execute and file in the appropriate location and deliver to
Borrower and each such Guarantor or Guarantor’s designee such termination and
full or partial release statements or confirmation thereof, as
applica-

     

    
      
        
        

      

      
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    ble, and
do such other things as are necessary to release the liens to be released
pursuant hereto promptly upon the effectiveness of any such
release.

     

    (g) Making of New Incremental
Term Loans.  On any Increase Effective Date on which new
Commitments for Incremental Term Loans are effective, subject to the
satisfaction of the foregoing terms and conditions, each Lender with such new
Commitment shall make an Incremental Term Loan to Borrower in an amount equal to
its new Commitment.

     

    SECTION
2.20 Modification
of Revolving Loans.

     

    


     

    (a) Borrower
Request.  Borrower may by 30 Business Days’ written notice to
the Administrative Agent elect to request, effective as of the applicable
Revolving Maturity Date, to extend the applicable Revolving Loans and the
applicable Revolving Commitments beyond such applicable Revolving Maturity Date
or to replace the applicable Revolving Commitments.  Such notice shall
specify (i) the date on which Borrower proposes that the extended or new
Revolving Commitments shall mature and (ii) the identity of each Eligible
Assignee to whom Borrower proposes any portion of such extended or new Revolving
Commitments be allocated and the amounts of such allocations; provided that any existing
Lender approached to provide all or a portion of the extended or new Revolving
Commitments may elect or decline, in its sole discretion, to provide such
extended or new Revolving Commitment and if it so declines the unpaid principal
amount of its Revolving Loans shall be paid in full on the applicable Revolving
Maturity Date.

     

    (b) Conditions.  The
extended or new Revolving Commitments shall become effective, as of the
applicable Revolving Maturity Date; provided that:

     

    (i) each of
the conditions set forth in Section 4.02 shall be
satisfied;

     

    (ii) no Event
of Default shall have occurred and be continuing or would result from the
extension or replacement of the Revolving Commitments; and

     

    (iii) Borrower
shall deliver or cause to be delivered any legal opinions or other documents
reasonably requested by the Administrative Agent in connection with any such
transaction.

     

    (c) Terms of New Revolving Loans
and Revolving Commitments.  The terms and provisions of
Revolving Loans and Revolving Commitments made pursuant to such extension or
replacement shall be identical to those of the current Revolving Loans and
Revolving Commitments.  The extended or new Revolving Commitments
shall be effected by a joinder agreement (the “Revolving Loan Joinder”)
executed by Borrower, the Administrative Agent and each Lender making such
extended or new Commitment, in form and substance satisfactory to each of
them.  The Revolving Loan Joinder may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section
2.20.

     

    (d) Equal and Ratable
Benefit.  The Loans and Commitments extended or established
pursuant to this paragraph shall constitute Loans and Commitments under, and
shall be entitled to all the benefits afforded by, this Agreement and the other
Loan Documents, and shall, without 

     

    
      
        
        

      

      
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    limiting
the foregoing, benefit equally and ratably from the Guarantees and security
interests created by the Security Documents.  The Loan Parties shall
take any actions reasonably required by the Administrative Agent to ensure
and/or demonstrate that the Lien and security interests granted by the Security
Documents continue to be perfected under the UCC or otherwise after giving
effect to the extension or establishment of any such Loans or any such
Commitments.

     

    SECTION
2.21 Defaulting
Lenders.

     

    Notwithstanding
any provision of this Agreement to the contrary, if any Revolving Lender becomes
a Defaulting Lender, then the following provisions shall apply for so long as
such Lender is a Defaulting Lender:

     

    (a) if such
Lender consented to the Amendment Agreement, then the Commitment Fee shall cease
to accrue on the Commitment of such Lender so long as it is a Defaulting Lender
(except to the extent it is payable to the Issuing Bank pursuant to clause (b)(v)
below);

     

    (b) if such
Lender consented to the Amendment Agreement, then if any Swingline Exposure or
LC Exposure of such Lender exists at the time such Lender becomes a Defaulting
Lender then:

     

    (i) all or
any part of such Swingline Exposure and LC Exposure shall be reallocated among
the Non-Defaulting Lenders in accordance with their respective Pro Rata
Percentages but only to the extent the sum of all Non-Defaulting Lenders’
Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC
Exposure does not exceed the total of all Non-Defaulting Lenders’ Revolving
Commitments;

     

    (ii) if the
reallocation described in clause (i) above cannot, or can only partially, be
effected, Borrower shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline
Exposure and (y) second, Cash Collateralize such Defaulting Lender’s LC Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 2.18(i) for
so long as such LC Exposure is outstanding;

     

    (iii) if any
portion of such Defaulting Lender’s LC Exposure is Cash Collateralized pursuant
to clause (ii)
above, Borrower shall not be required to pay the LC Participation Fee with
respect to such portion of such Defaulting Lender’s LC Exposure so long as it is
Cash Collateralized;

     

    (iv) if any
portion of such Defaulting Lender’s LC Exposure is reallocated to the
Non-Defaulting Lenders pursuant to clause (i) above,
then the LC Participation Fee with respect to such portion shall be allocated
among the Non-Defaulting Lenders in accordance with their Pro Rata Percentages;
or

     

    (v) if any
portion of such Defaulting Lender’s LC Exposure is neither Cash Collateralized
nor reallocated pursuant to this Section 2.21(b),
then, without prejudice to any rights or remedies of the Issuing Bank or any
Lender hereunder, the LC Participation Fee payable with respect to such
Defaulting Lender’s LC Exposure shall be payable to 

     

    
      
        
        

      

      
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    the
Issuing Bank until such LC Exposure is Cash Collateralized and/or reallocated;
provided that, for the avoidance of doubt, the foregoing shall not limit the
requirement that the Borrower provide Cash Collateralization under Section
2.21(b)(ii).

     

    (c) so long
as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not
be required to fund any Swingline Loan and the Issuing Bank shall not be
required to issue, amend or increase any Letter of Credit, unless it, in its
sole discretion, is satisfied that the related exposure will be 100% covered by
the Revolving Commitments of the Non-Defaulting Lenders and/or Cash
Collateralized in accordance with Section 2.21(b), and
participations in any such newly issued or increased Letter of Credit or newly
made Swingline Loan shall be allocated among Non-Defaulting Lenders in
accordance with their respective Pro Rata Percentages (and Defaulting Lenders
shall not participate therein); and

     

    (d) any
amount payable to such Defaulting Lender hereunder (whether on account of
principal, interest, fees or otherwise and including any amount that would
otherwise be payable to such Defaulting Lender pursuant to Section 2.14(c) but
excluding Section
2.16(b)) may, in lieu of being distributed to such Defaulting Lender, be
retained by the Administrative Agent and, subject to any applicable Requirements
of Law, be applied (i) first, to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder, (ii) second, pro rata, to
the payment of any amounts owing by such Defaulting Lender to the Issuing Bank
or Swingline Lender hereunder, (iii) third, to the funding
of any Loan or the funding or Cash Collateralization of any participation in any
Swingline Loan or Letter of Credit in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as
determined by the Administrative Agent and (iv) fourth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that if such
payment is (x) a prepayment of the principal amount of any Loans or
Reimbursement Obligations in respect of LC Disbursements which a Defaulting
Lender has funded its participation obligations and (y) made at a time when the
conditions set forth in Section 4.02 are
satisfied, such payment shall be applied solely to prepay the Revolving Loans
of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders pro rata
prior to being applied to the prepayment of any Loans, or Reimbursement
Obligations owed to, any Defaulting Lender.

     

    In the
event that the Administrative Agent, Borrower, the Issuing Bank or the Swingline
Lender, as the case may be, each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then the
Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted
to reflect the inclusion of such Lender’s Commitment and on such date such
Lender shall purchase at par such of the Loans or participations, as applicable,
of the other Revolving Lenders as the Administrative Agent shall determine may
be necessary in order for such Lender to hold such Loans in accordance with its
Pro Rata Percentage.  The rights and remedies against a Defaulting
Lender under this Section 2.21 are in
addition to other rights and remedies that Borrower, the Administrative Agent,
the Issuing Bank, the Swingline Lender and the Non-Defaulting Lenders may have
against such Defaulting Lender.  The arrangements permitted or
required by this Section 2.21 shall be
permitted under this Agreement, notwithstanding any limitation on Liens or the
pro rata sharing provisions or otherwise.

     

    
      
        
        

      

      
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    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES

     

    Each Loan
Party (notwithstanding anything in this Agreement to the contrary, Regency MLP
shall not be considered a “Loan Party” or a “Company” for purposes of any
Section of this Article except Sections 3.01, 3.02, 3.03, 3.10 and 3.11 and, if Regency
MLP shall be the Reporting Entity, Sections 3.04 and
3.14)
represents and warrants to the Administrative Agent, the Collateral Agent, the
Issuing Bank and each of the Lenders that:

     

    SECTION
3.01 Organization;
Powers.  Each
Company (a) is duly organized and validly existing under the laws of the
jurisdiction of its organization, (b) has all requisite organizational power and
authority to carry on its business as now conducted and to own and lease its
property and (c) is qualified and in good standing (to the extent such concept
is applicable in the applicable jurisdiction) to do business in every
jurisdiction where such qualification is required, except in such jurisdictions
where the failure to so qualify or be in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  There is no existing default under any Organizational
Document of any Company or any event which, with the giving of notice or passage
of time or both, would constitute a default by any party
thereunder.

     

    SECTION
3.02 Authorization;
Enforceability.  The
Transactions to be entered into by each Loan Party are within such Loan Party’s
powers and have been duly authorized by all necessary action on the part of such
Loan Party.  This Agreement has been duly executed and delivered by
each Loan Party and constitutes, and each other Loan Document to which any Loan
Party is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of such Loan Party,
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.

     

    SECTION
3.03 No
Conflicts.  Except
as set forth on Schedule 3.03,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except (i) such
as have been obtained or made and are in full force and effect,
(ii) filings necessary to perfect Liens created by the Loan Documents and
(iii) consents, approvals, registrations, filings, permits or actions the
failure to obtain or perform which could not reasonably be expected to result in
a Material Adverse Effect, (b) will not violate the Organizational Documents of
any Company, (c) will not violate any Requirement of Law in any material
respect, (d) 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, and (e) will not result in the creation or imposition
of any Lien on any property of any Company, except Liens created by the Loan
Documents and Permitted Liens.

     

    
      
        
        

      

      
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    SECTION
3.04 Financial Statements;
Projections.

     

    (a) Historical Financial
Statements.  Borrower has heretofore delivered to the Lenders
the consolidated balance sheets and related income statements and statements of
cash flows and statements of changes in member interests of the Reporting Entity
(i) as of and for the twelve-month period ended December 31, 2009, and (ii)
monthly financial statements for each fiscal month ended thereafter ending more
than 45 days prior to the Fifth ARCA Effective Date, and in the case of clause
(i), certified by a Financial Officer.  Such financial statements and
all financial statements delivered pursuant to Sections 5.01(a)
and (b) have
been prepared in accordance with GAAP and fairly present, in all material
respects, the consolidated financial condition and results of operations and
cash flows of Borrower and its Subsidiaries as of the dates and for the periods
to which they relate.

     

    (b) No
Liabilities.  Except as set forth in the financial statements
referred to in Section
3.04(a), there are no liabilities of any Company of any kind, whether
accrued, contingent, absolute, determined, determinable or otherwise, which
could reasonably be expected to result in a Material Adverse
Effect.  Since December 31, 2009 there has been no event, change,
circumstance or occurrence that, individually or in the aggregate, has had or
could reasonably be expected to result in a Material Adverse
Effect.

     

    SECTION
3.05 Properties.

     

    (a) Generally.  Each
Company has good title to, or valid leasehold interests in, all its property
material to its business, free and clear of all Liens except for, in the case of
Collateral, Permitted Collateral Liens and, in the case of all other material
property, Permitted Liens and minor irregularities or deficiencies in title
that, individually or in the aggregate, do not materially interfere with its
ability to conduct its business as currently conducted or to utilize such
property for its intended purpose.  The property of the Companies,
taken as a whole, is in good operating order, condition and repair (ordinary
wear and tear excepted) in accordance with industry standards.

     

    (b) Real
Property.  Schedules 8(a) and 8(b) to the Perfection
Certificate dated the Fifth ARCA Effective Date contain a true and complete list
of each interest in Real Property (i) owned by any Company as of the date hereof
and describes the type of interest therein held by such Company and whether such
owned Real Property is leased and if leased whether the underlying Lease
contains any option to purchase all or any portion of such Real Property or any
interest therein or contains any right of first refusal relating to any sale of
such Real Property or any portion thereof or interest therein and (ii) leased,
subleased or otherwise occupied or utilized by any Company, as lessee,
sublessee, franchisee or licensee, as of the date hereof and describes the type
of interest therein held by such Company and, in each of the cases described in
clauses (i) and (ii) of this Section 3.05(b),
whether any Lease requires the consent of the landlord or tenant thereunder, or
other party thereto, to the Transactions.  As of the Fifth ARCA
Effective Date, with respect to each Real Property or Mortgaged Property, there
are no Leases in which Borrower or any Subsidiary holds the lessor’s
interest.

     

    (c) Collateral.  Each
Company owns or has rights to use all of the Collateral and all rights with
respect to any of the foregoing used in, necessary for or material to each
Company’s 

     

    
      
        
        

      

      
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    business
as currently conducted.  The use by each Company of such Collateral
and all such rights with respect to the foregoing do not infringe on the rights
of any person other than such infringement which could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse
Effect.  No claim has been made and remains outstanding that any
Company’s use of any Collateral does or may violate the rights of any third
party that could, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect.

     

    SECTION
3.06 Intellectual
Property.

     

    (a) Ownership/No
Claims.  Each Loan Party owns, or is licensed to use, all
patents, patent applications, trademarks, trade names, servicemarks, copyrights,
technology, trade secrets, proprietary information, domain names, know-how and
processes necessary for the conduct of its business as currently conducted (the
“Intellectual
Property”), except for those the failure to own or license which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  No claim has been asserted and is pending
by any person challenging or questioning the use of any such Intellectual
Property or the validity or effectiveness of any such Intellectual Property, nor
does any Loan Party know of any valid basis for any such claim, in each case
that could reasonably be expected to result in a Material Adverse
Effect.  The use of such Intellectual Property by each Loan Party does
not infringe the rights of any person, except for such claims and infringements
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

     

    (b) Registrations.  Except
pursuant to licenses and other user agreements entered into by each Loan Party
in the ordinary course of business that are listed in Schedule 12(a) or
12(b) to the Perfection Certificate, on and as of the date hereof (i) each Loan
Party owns and possesses the right to use, and has done nothing to authorize or
enable any other person to use, any copyright, patent or trademark (as such
terms are defined in the Security Agreement) listed in Schedule 12(a) or 12(b)
to the Perfection Certificate and (ii) all registrations listed in Schedule
12(a) or 12(b) to the Perfection Certificate are valid and in full force and
effect.

     

    (c) No Violations or
Proceedings.  To each Loan Party’s knowledge, on and as of the
date hereof, there is no material violation by others of any right of such Loan
Party with respect to any copyright, patent or trademark listed in Schedule
12(a) or 12(b) to the Perfection Certificate, pledged by it under the name of
such Loan Party except as may be set forth on Schedule 3.06(c).

     

    SECTION
3.07 Equity Interests and
Subsidiaries.

     

    (a) Equity
Interests.  Schedules 1(a) and 10(a) to the Perfection
Certificate dated the Fifth ARCA Effective Date set forth a list of (i) all the
Subsidiaries of Borrower and their jurisdictions of organization as of the Fifth
ARCA Effective Date and (ii) the number of each class of its Equity Interests
authorized, and the number outstanding, on the Fifth ARCA Effective Date and the
number of shares covered by all outstanding options, warrants, rights of
conversion or purchase and similar rights at the Fifth ARCA Effective
Date.  All Equity Interests of each Company are duly and validly
issued and are fully paid and non-assessable, and, other than the Equity
Interests of Borrower, are owned by Borrower, directly or indirectly through
Wholly Owned Subsidiaries.  All Equity Interests of Borrower are owned
directly or indirectly by Regency 

     

    
      
        
        

      

      
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    MLP.  Each
Loan Party is the record and beneficial owner of, and has good and defensible
title to, the Equity Interests pledged by it under the Security Agreement, free
of any and all Liens, rights or claims of other persons, except the security
interest created by the Security Agreement, and there are no outstanding
warrants, options or other rights to purchase, or shareholder, voting trust or
similar agreements outstanding with respect to, or property that is convertible
into, or that requires the issuance or sale of, any such Equity
Interests.  All Subsidiaries of Borrower existing on the Fifth ARCA
Effective Date are Guarantors.

     

    (b) No Consent of Third Parties
Required.  No consent of any person including any other general
or limited partner, any other member of a limited liability company, any other
shareholder or any other trust beneficiary is necessary or reasonably desirable
(from the perspective of a secured party) in connection with the creation,
perfection or First Priority status of the security interest of the Collateral
Agent in any Equity Interests pledged to the Collateral Agent for the benefit of
the Secured Parties under the Security Agreement or the exercise by the
Collateral Agent of the voting or other rights provided for in the Security
Agreement or the exercise of remedies in respect thereof.

     

    (c) Organizational
Chart.  An accurate organizational chart, showing the ownership
structure of Regency MLP, Borrower and each of its Subsidiaries on the Fifth
ARCA Effective Date, and after giving effect to the Transactions, is set forth
on Schedule 10(a) to the Perfection Certificate dated the Fifth ARCA Effective
Date.

     

    (d) Guarantors/Collateral. As
of the Fifth ARCA Effective Date all Loan Parties have complied with Section
5.11, 5.14 or 6.16 of the Fourth Amended and Restated Credit Agreement as in
effect on the Fifth ARCA Effective Date without giving effect to any grace
periods, if any, set forth therein.

     

    SECTION
3.08 Litigation; Compliance with
Laws.  There
are no actions, suits or proceedings at law or in equity by or before any
Governmental Authority now pending or, to the knowledge of any Company,
threatened against or affecting any Company or any business, property or rights
of any Company (a) that involve any Loan Document or the Transactions or (b)
which could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect.  Except for matters covered by Section 3.18, no
Company or any of its property is in violation of, nor will the continued
operation of its property as currently conducted violate, any Requirements of
Law (including any zoning or building ordinance, code or approval or any
building permits) or any restrictions of record or agreements affecting any
Company’s Real Property or is in default with respect to any Requirement of Law,
where such violation or default, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
3.09 Agreements.  No
Company is a party to any agreement or instrument or subject to any corporate or
other constitutional restriction that has resulted or could reasonably be
expected to result in a Material Adverse Effect.  No Company is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other agreement or instrument to
which it is a party or by which it or any of its property is or may be bound,
where such default could reasonably be expected to result in a Material Adverse


     

    
      
        
        

      

      
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    Effect,
and no condition exists which, with the giving of notice or the lapse of time or
both, would constitute such a default.

     

    SECTION
3.10 Federal Reserve
Regulations.  No
Company is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of buying or carrying Margin
Stock.  No part of the proceeds of any Loan or any Letter of Credit
will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of, or that
is inconsistent with, the provisions of the regulations of the Board, including
Regulation T, U or X.  The pledge of the Securities Collateral
pursuant to the Security Agreement does not violate such
regulations.

     

    SECTION
3.11 Investment Company
Act.  No
Company is an “investment company” or a company “controlled” by an “investment
company,” as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended.

     

    SECTION
3.12 Use of
Proceeds.  On
and after the Fifth ARCA Effective Date, Borrower will use the proceeds of the
Loans for working capital and general corporate purposes (including to effect
Permitted Acquisitions).

     

    SECTION
3.13 Taxes.  Each
Company has (a) timely filed or caused to be timely filed all federal Tax
Returns and all material state, local and foreign Tax Returns or materials
required to have been filed by it and (b) duly and timely paid, collected or
remitted or caused to be duly and timely paid, collected or remitted all Taxes
(whether or not shown on any Tax Return) due and payable, collectible or
remittable by it and all assessments received by it, except Taxes (i) that are
being contested in good faith by appropriate proceedings and for which such
Company has set aside on its books adequate reserves in accordance with GAAP and
(ii) which could not, individually or in the aggregate, have a Material Adverse
Effect.  Each Company has made adequate provision in accordance with
GAAP for all Taxes not yet due and payable.  Each Company is unaware
of any proposed or pending tax assessments, deficiencies or audits that could be
reasonably expected to, individually or in the aggregate, result in a Material
Adverse Effect.

     

    SECTION
3.14 No Material
Misstatements.  No
written information, report, financial statement, certificate, Borrowing
Request, LC Request, exhibit or schedule furnished by or on behalf of any
Company to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto, taken as a whole, or the Confidential Information Memorandum contained
or contains any material misstatement of fact or omitted or omits to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were or are made, not misleading as of the date
such information is dated or certified; provided that (a) to the
extent any such information, report, financial statement, exhibit or schedule
was based upon or constitutes a forecast or projection, each Company represents
only that it acted in good faith and utilized reasonable assumptions and due
care in the preparation of such information, report, financial statement,
exhibit or schedule (it being recognized by the Lenders, however, that
projections as to future events are not to be viewed as facts and that results
during the period(s) covered by such projections may differ from the projected
results and that such differences may be material and that the Loan Parties make
no representation that such projections will be realized) and (b) as to
state-

     

    
      
        
        

      

      
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    ments,
information and reports supplied by third parties after the Fifth ARCA Effective
Date, Borrower represents only that it is not aware of any material misstatement
or omission therein.

     

    SECTION
3.15 Labor
Matters.  As
of the Fifth ARCA Effective Date, there are no strikes, lockouts or slowdowns
against any Company pending or, to the knowledge of any Company,
threatened.  The hours worked by and payments made to employees of any
Company have not been in violation of the Fair Labor Standards Act of 1938, as
amended, or any other applicable federal, state, local or foreign law dealing
with such matters in any manner which could reasonably be expected to result in
a Material Adverse Effect.  All payments due from any Company, or for
which any claim may be made against any Company, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of such Company except where the failure to
do so could not reasonably be expected to result in a Material Adverse
Effect.  The consummation of the Transactions will not give rise to
any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which any Company is
bound.

     

    SECTION
3.16 Solvency.  Immediately
after the consummation of the Transactions to occur on the Fifth ARCA Effective
Date and immediately following the making of each Loan and after giving effect
to the application of the proceeds of each Loan, (a) the fair value of the
properties of each Loan Party (individually and on a consolidated basis with its
Subsidiaries, and determined on a going concern basis) will exceed the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party (individually and on a consolidated basis with its Subsidiaries) will be
greater than the amount that will be required to pay the probable liability of
its debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (c) each Loan Party
(individually and on a consolidated basis with its Subsidiaries) will be able to
pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) each Loan Party
(individually and on a consolidated basis with its Subsidiaries) will not have
unreasonably small capital with which to conduct its business in which it is
engaged as such business is now conducted and is proposed to be conducted
following the Fifth ARCA Effective Date.

     

    SECTION
3.17 Employee Benefit
Plans.  Each
Company and its ERISA Affiliates is in compliance in all material respects with
the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder.  No ERISA Event has occurred or
is reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to result in material liability of
any Company or any of its ERISA Affiliates or the imposition of a Lien on any of
the property of any Company.  The present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $250,000 the fair market value of the property of all such
underfunded Plans.  Using actuarial assumptions and computation
methods consistent with subpart I of subtitle E of Title IV of ERISA, the
aggregate liabilities of each Company or its ERISA Affiliates to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Multiemployer Plan, could not
reasonably be expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    SECTION
3.18 Environmental
Matters.  Except
as set forth in Schedule 3.18
and except as, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect:

     

    (i) The
Companies and their businesses, operations and Real Property are in compliance
with, and the Companies have no liability under, Environmental Law;

     

    (ii) The
Companies have obtained all Environmental Permits required for the conduct of
their businesses and operations, and the ownership, operation and use of their
property, under Environmental Law, all such Environmental Permits are valid and
in good standing;

     

    (iii) There has
been no Release or threatened Release of Hazardous Material on, at, under or
from any Real Property or facility presently or formerly owned, leased or
operated by the Companies or their predecessors in interest that could result in
liability by the Companies under Environmental Law;

     

    (iv) There is
no Environmental Claim pending or, to the knowledge of the Companies, threatened
against the Companies, or relating to the Real Property currently or formerly
owned, leased or operated by the Companies or relating to the operations of the
Companies, and there are no actions, activities, circumstances, conditions,
events or incidents that could form the basis of such an Environmental
Claim;

     

    (v) No Real
Property or facility owned, operated or leased by the Companies and, to the
knowledge of the Companies, no Real Property or facility formerly owned,
operated or leased by the Companies or any of their predecessors in interest is
(A) listed or proposed for listing on the National Priorities List promulgated
pursuant to CERCLA or (B) listed on the Comprehensive Environmental Response,
Compensation and Liability Information System promulgated pursuant to CERCLA or
(C) included on any similar list maintained by any Governmental Authority
including any such list relating to petroleum;

     

    (vi) No
material Lien has been recorded or, to the knowledge of any Company, threatened
under any Environmental Law with respect to any Real Property or other assets of
the Companies;

     

    (vii) The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not require any notification,
registration, filing, reporting, disclosure, investigation, remediation or
cleanup pursuant to any Governmental Real Property Disclosure Requirements or
any other Environmental Law; and

     

    (viii) The
Companies have made available to the Lenders all material records and files in
the possession, custody or control of, or otherwise reasonably available to, the
Companies concerning compliance with or liability under Environmental Law,
including those concerning the existence of Hazardous Material at Real Property
or facilities currently or formerly owned, operated, leased or used by the
Companies.

     

    
      
        
        

      

      
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    SECTION
3.19 Insurance.  Schedule 3.19
sets forth a true, complete and correct description of all insurance maintained
by each Loan Party as of the Fifth ARCA Effective Date.  All material
insurance maintained by the Companies is in full force and
effect.  Each Company has insurance in such amounts and covering such
risks and liabilities as are customary for companies of a similar size engaged
in similar businesses in similar locations.

     

    SECTION
3.20 Security
Documents.

     

    (a) Security
Agreement.  The Security Agreement is effective to create in
favor of the Collateral Agent for the benefit of the Secured Parties, legal,
valid and enforceable Liens on, and security interests in, the Security
Agreement Collateral and, (i) when financing statements and other filings in
appropriate form are filed in the offices specified on Schedule 7 to the
Perfection Certificate and (ii) upon the taking of possession or control by the
Collateral Agent of the Security Agreement Collateral with respect to which a
security interest may be perfected only by possession or control (which
possession or control shall be given to the Collateral Agent to the extent
possession or control by the Collateral Agent is required by each Security
Agreement), the Liens created by the Security Agreement shall constitute fully
perfected First Priority Liens on, and security interests in, all right, title
and interest of the grantors thereunder in the Security Agreement Collateral
(other than such Security Agreement Collateral in which a security interest
cannot be perfected under the UCC as in effect at the relevant time in the
relevant jurisdiction), in each case subject to no Liens other than Permitted
Collateral Liens.

     

    (b) Copyright Office
Filing.  When the Security Agreement or a short form thereof is
filed in the United States Copyright Office, the Liens created by such Security
Agreement shall constitute fully perfected First Priority Liens on, and security
interests in, all right, title and interest of the grantors thereunder in the
Registered Copyrights and Registered Copyright Licenses (each as defined in such
Security Agreement), in each case subject to no Liens other than Permitted
Collateral Liens.

     

    (c) Mortgages.  Each
Mortgage is effective to create, in favor of the Collateral Agent, for its
benefit and the benefit of the Secured Parties, legal, valid and enforceable
First Priority Liens on, and security interests in, all of the Loan Parties’
right, title and interest in and to the Mortgaged Properties thereunder and the
proceeds thereof, subject only to Permitted Collateral Liens or other Liens
acceptable to the Collateral Agent, and when the Mortgages are filed in the
offices specified on Schedule 8(a) to the Perfection Certificate dated the
Fifth ARCA Effective Date (or, in the case of any Mortgage executed and
delivered after the date thereof in accordance with the provisions of Sections 5.11
and 5.12, when
such Mortgage is filed in the offices specified in the local counsel opinion
delivered with respect thereto in accordance with the provisions of Sections 5.11
and 5.12), the
Mortgages shall constitute First Priority fully perfected Liens on, and security
interests in, all right, title and interest of the Loan Parties in the Mortgaged
Properties and the proceeds thereof, in each case prior and superior in right to
any other person, other than Liens permitted by such Mortgage.

     

    (d) Valid
Liens.  Each Security Document delivered pursuant to Sections 5.11
and 5.12 will,
upon execution and delivery thereof, be effective to create in favor of the
Collateral Agent, for the benefit of the Secured Parties, legal, valid and
enforceable Liens on, and security interests in, all of the Loan Parties’ right,
title and interest in and to the Collateral thereunder, and 

     

    
      
        
        

      

      
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    when all
appropriate filings or recordings are made in the appropriate offices as may be
required under applicable law, such Security Document will constitute First
Priority fully perfected Liens on, and security interests in, all right, title
and interest of the Loan Parties in such Collateral, in each case subject to no
Liens other than the applicable Permitted Collateral Liens.

     

    SECTION
3.21 [Intentionally
Omitted].

     

    SECTION
3.22 Anti-Terrorism
Law.  No
Loan Party and, to the knowledge of the Loan Parties, none of its Affiliates is
in violation of any Requirement of Law relating to terrorism or money laundering
(“Anti-Terrorism Laws”),
including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (the “Executive Order”), and the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

     

    No Loan
Party and to the knowledge of the Loan Parties, no Affiliate or broker or other
agent of any Loan Party acting or benefiting in any capacity in connection with
the Loans is any of the following:

     

    (i) a person
that is listed in the annex to, or is otherwise subject to the provisions of,
the Executive Order;

     

    (ii) a person
owned or controlled by, or acting for or on behalf of, any person that is listed
in the annex to, or is otherwise subject to the provisions of, the Executive
Order;

     

    (iii) a person
with which any Lender is prohibited from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law;

     

    (iv) a person
that commits, threatens or conspires to commit or supports “terrorism” as
defined in the Executive Order; or

     

    (v) a person
that is named as a “specially designated national and blocked person” on the
most current list published by the U.S. Treasury Department Office of Foreign
Assets Control (“OFAC”)
at its official website or any replacement website or other replacement official
publication of such list.

     

    No Loan
Party and, to the knowledge of the Loan Parties, no broker or other agent of any
Loan Party acting in any capacity in connection with the Loans (i) conducts any
business or engages in making or receiving any contribution of funds, goods or
services to or for the benefit of any person described in paragraph (b) above,
(ii) deals in, or otherwise engages in any transaction relating to, any property
or interests in property blocked pursuant to the Executive Order, or (iii)
engages in or conspires to engage in any transaction that evades or avoids, or
has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law.

     

    
      
        
        

      

      
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    ARTICLE
IV

    CONDITIONS
TO EFFECTIVENESS AND CREDIT EXTENSIONS

     

    SECTION
4.01 Conditions Precedent to the Fifth ARCA
Effective Date.  The
occurrence of the Fifth ARCA Effective Date is subject to the satisfaction of
all conditions precedent set forth in Section 5 of the Amendment
Agreement.

     

    SECTION
4.02 Conditions to All Credit
Extensions.  The
obligation of each Lender and each Issuing Bank to make any Credit Extension
shall be subject to, and to the satisfaction of, each of the conditions
precedent set forth below.

     

    (a) Notice.  The
Administrative Agent shall have received a Borrowing Request as required by
Section 2.03 (or
such notice shall have been deemed given in accordance with Section 2.03) if
Loans are being requested or, in the case of the issuance, amendment, extension
or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent
shall have received an LC Request as required by Section 2.18(b)
or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and
the Administrative Agent shall have received a Borrowing Request as required by
Section 2.17(b).

     

    (b) No
Default.  No Default has occurred and is continuing or would
result from such Credit Extension or from the application of the proceeds
therefrom.

     

    (c) Representations and
Warranties.  Each of the representations and warranties made by
any Loan Party set forth in Article III
hereof or in any other Loan Document shall be true and correct in all material
respects on and as of the date of such Credit Extension with the same effect as
though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date.

     

    Each of
the delivery of a Borrowing Request or an LC Request and the acceptance by
Borrower of the proceeds of such Credit Extension shall constitute a
representation and warranty by Borrower and each other Loan Party that on the
date of such Credit Extension (both immediately before and after giving effect
to such Credit Extension and the application of the proceeds thereof) the
conditions contained in Sections 4.02(b)
and (c) have
been satisfied.  Borrower shall provide such information (including
calculations in reasonable detail of the covenants in Section 6.10) as
the Administrative Agent may reasonably request to confirm that the conditions
in Sections 4.02(b)
and (c) have
been satisfied.

     

    ARTICLE
V

    AFFIRMATIVE
COVENANTS

     

    Each Loan
Party (notwithstanding anything in this Agreement to the contrary, Regency MLP
shall not be considered a “Loan Party” or a “Company” for purposes of any
Section of this Article) warrants, covenants and agrees with each Lender that so
long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, each Loan Party will, and will cause
each of its Subsidiaries to:

     

    
      
        
        

      

      
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    SECTION
5.01 Financial Statements,
Reports, etc.

     

      Furnish
to the Administrative Agent and each Lender:

     

    (a) Annual
Reports.  As soon as available and in any event within 90 days
(or such earlier date on which the Reporting Entity is required to file a Form
10-K under the Exchange Act) after the end of each fiscal year (i) the
consolidated balance sheet of the Reporting Entity as of the end of such fiscal
year and related consolidated income statements and statements of cash flows and
changes in member interests for such fiscal year, in comparative form with such
financial statements as of the end of, and for, the preceding fiscal year, and
notes thereto, accompanied by an opinion of Deloitte & Touche LLP or other
independent public accountants of recognized national standing reasonably
satisfactory to the Administrative Agent (which opinion shall not be qualified
as to scope or contain any going concern or other qualification), stating that
such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of the
Reporting Entity and its Subsidiaries as of the dates and for the periods
specified in accordance with GAAP and (ii) a narrative report and
management’s discussion and analysis, in reasonable detail, of the financial
condition and results of operations of Borrower for such fiscal year, as
compared to amounts for the previous fiscal year and budgeted amounts (it being
understood that the information required by clauses (i) and (ii) may be
furnished in the form of a Form 10-K).  At any time at which the
information described in clauses (i) and (ii) above is required to be delivered
hereunder but the Reporting Entity is not subject to the Exchange Act
Provisions, the Reporting Entity shall also furnish a management report in
reasonable detail setting forth (A) statement of income items and Consolidated
EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and
percentage, from amounts for the previous fiscal year and budgeted amounts and
(B) key operational information and statistics for such fiscal year consistent
with internal and industry-wide reporting standards;

     

    (b) Quarterly
Reports.  As soon as available and in any event within 45 days
(or such earlier date on which the Reporting Entity is required to file a Form
10-Q under the Exchange Act) after the end of each of the first three fiscal
quarters of each fiscal year (i) the consolidated balance sheet of the Reporting
Entity as of the end of such fiscal quarter and related consolidated income
statements and statements of cash flows for such fiscal quarter and for the then
elapsed portion of the fiscal year, in comparative form with the consolidated
statements of income and cash flows for the comparable periods in the previous
fiscal year, and notes thereto, all prepared in accordance with Regulation S-X
under the Securities Act and accompanied by a certificate of a Financial Officer
stating that such financial statements fairly present, in all material respects,
the consolidated financial condition, results of operations and cash flows of
the Reporting Entity as of the date and for the periods specified in accordance
with GAAP consistently applied, and on a basis consistent with audited financial
statements referred to in clause (a) of this Section, subject to normal
year-end audit adjustments and the absence of footnotes required by GAAP and
(ii) a narrative report and management’s discussion and analysis, in
reasonable detail, of the financial condition and results of operations for such
fiscal quarter and the then elapsed portion of the fiscal year, as compared to
the comparable periods in the previous fiscal year and budgeted amounts (it
being understood that the information required by clauses (i) and (ii) may be
furnished in the form of a Form 10-Q).  At any time at which the
information described in clauses (i) and (ii) above is required to be delivered
hereunder but the Reporting Entity is not subject to the Exchange Act
Provisions, the Reporting Entity shall also furnish a management report in


     

    
      
        
        

      

      
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    reasonable
detail setting forth (A) statement of income items and Consolidated EBITDA
of Borrower for such fiscal quarter and for the then elapsed portion of the
fiscal year, showing variance, by dollar amount and percentage, from amounts for
the comparable periods in the previous fiscal year and budgeted amounts and (B)
key operational information and statistics for such fiscal quarter and for the
then elapsed portion of the fiscal year consistent with internal and
industry-wide reporting standards;

     

    (c) Financial Officer’s
Certificate.  (i) Concurrently with any delivery of financial
statements under Section 5.01(a)
or (b), a
Compliance Certificate and (ii) concurrently with any delivery of financial
statements under Section 5.01(a)
above, a report of the accounting firm auditing such financial statements
stating 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;

     

    (d) Financial Officer’s
Certificate Regarding Collateral.  Concurrently with any
delivery of financial statements under Section 5.01(a),
a certificate of a Financial Officer setting forth the information required
pursuant to the Perfection Certificate Supplement or confirming that there has
been no change in such information since the date of the Perfection Certificate
or latest Perfection Certificate Supplement.  For the avoidance of
doubt, the Perfection Certificate delivered on the Fifth ARCA Effective Date
shall constitute compliance with this Section 5.01(d) with
respect to the financial statements delivered for the fiscal year ended December
31, 2009;

     

    (e) Public
Reports.  Promptly after the same become publicly available,
copies of all periodic and other reports, proxy statements and other materials
filed by any Company with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange;

     

    (f) Management
Letters.  Promptly after the receipt thereof by any Company, a
copy of any “management letter” received by any such person from its certified
public accountants that indicates, in the reasonable good faith judgment of
Ultimate General Partner’s Board of Directors, a potential material weakness in
such Company’s internal controls or procedures and the management’s responses
thereto;

     

    (g) Budgets.  Within
60 days after the beginning of each fiscal year, a budget for the Reporting
Entity in form reasonably satisfactory to the Administrative Agent, but to
include balance sheets, statements of income and sources and uses of cash, for
each quarter of such fiscal year prepared in detail, with appropriate
presentation and discussion of the principal assumptions upon which such budget
is based, accompanied by the statement of a Financial Officer to the effect that
the budget of the Reporting Entity is a reasonable estimate for the periods
covered thereby and, promptly when available, any significant revisions of such
budget;

     

    (h) Concurrently
with any delivery of financial statements under Section 5.01(a) or
(b): (i) to the
extent that the RIGS 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) 

     

    
      
        
        

      

      
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    (other
than Section
5.01(b)(ii)) with a consolidating column treating the RIGS Joint Venture
on a stand-alone basis distinct from any other Joint Venture and (ii)
irrespective of the accounting treatment of the RIGS Joint Venture, stand-alone
financial statements for the RIGS Joint Venture of the types required by Sections 5.01(a) and
(b);
and

     

    (i) Other
Information.  Promptly, from time to time, such other
information regarding the operations, business affairs and financial condition
of any Company, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request.

     

    SECTION
5.02 Litigation and Other
Notices.  Furnish
to the Administrative Agent and each Lender written notice of the following
promptly (and, in any event, within five Business Days of knowledge
thereof):

     

    (a) any
Default, specifying the nature and extent thereof and the corrective action (if
any) taken or proposed to be taken with respect thereto;

     

    (b) the
filing or commencement of, or any threat or notice of intention of any person to
file or commence, any action, suit, litigation or proceeding, whether at law or
in equity by or before any Governmental Authority, (i) against any Company or
any Affiliate thereof that could reasonably be expected to result in a Material
Adverse Effect or (ii) with respect to any Loan Document;

     

    (c) any
development that has resulted in, or could reasonably be expected to result in a
Material Adverse Effect; and

     

    (d) any
material change in the accounting policies or financial reporting practices of
Borrower or Regency MLP.

     

    SECTION
5.03 Existence; Businesses and
Properties.

     

    (a) Do or
cause to be done all things necessary to preserve, renew and maintain in full
force and effect its legal existence, except as otherwise expressly permitted
under Section 6.05 or
Section 6.06 or,
in the case of any Subsidiary, where the failure to perform such obligations,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

     

    (b) (i) Do or
cause to be done all things necessary to obtain, preserve, renew, extend and
keep in full force and effect the rights, licenses, Leases, servitudes,
easements, permits, privileges, franchises, authorizations, patents, copyrights,
trademarks and trade names necessary in the conduct of its business; (ii)
maintain and operate such business in substantially the manner in which it is
presently conducted and operated; (iii) comply with all applicable Requirements
of Law (including any and all zoning, building, Environmental Law, ordinance,
code or approval or any building permits or any restrictions of record or
agreements affecting the Real Property) and decrees and orders of any
Governmental Authority, whether now in effect or hereafter enacted; (iv) pay and
perform its obligations under all Leases and Loan Documents; and (v) at all
times maintain, preserve and protect all property material to the conduct of
such business and keep such property, taken as a whole, in good repair, working
order and condition (other than wear 

     

    
      
        
        

      

      
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    and tear
occurring in the ordinary course of business and Casualty Events) and from time
to time make, or cause to be made, all needful and proper repairs, renewals,
additions, improvements and replacements thereto necessary in order that the
business carried on in connection therewith may be properly conducted at all
times except in the case of (i), (ii), (iii), (iv) and (v) where the failure to
comply, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect; provided that nothing in this Section 5.03(b)
shall prevent (x) sales of property, consolidations or mergers by or involving
any Company in accordance with Section 6.05 or
Section 6.06;
(y) the withdrawal by any Company of its qualification as a foreign corporation
in any jurisdiction where such withdrawal, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect; or (z)
the abandonment by any Company of any rights, franchises, licenses, trademarks,
trade names, copyrights or patents that such person reasonably determines are
not useful to its business or no longer commercially desirable.

     

    SECTION
5.04 Insurance.

     

    (a) Generally.  Keep
its insurable property adequately insured at all times by reputable insurers
that are, to the knowledge of the Loan Parties, financially sound; maintain such
other insurance, to such extent and against such risks as is customary with
companies in the same or similar businesses operating in the same or similar
locations, including insurance with respect to Mortgaged Properties and other
properties material to the business of the Companies against such casualties and
contingencies and of such types and in such amounts with such deductibles as is
customary in the case of similar businesses operating in the same or similar
locations.

     

    (b) Requirements of
Insurance.  All such insurance shall (i) provide that no
cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least 30 days after receipt by the
Collateral Agent of written notice thereof, (ii) name the Collateral Agent
as mortgagee (in the case of property insurance) or additional insured on behalf
of the Secured Parties (in the case of liability insurance) or loss payee (in
the case of property insurance), as applicable, and (iii) be reasonably
satisfactory in all other respects to the Collateral Agent.

     

    (c) Certificates.  Concurrently
with the annual renewal of the insurance required to be maintained pursuant to
this Section 5.04, if
requested by the Administrative Agent and the Collateral Agent, Borrower shall
deliver a certificate or certificates of insurance showing that all insurance
required to be maintained pursuant to this Section 5.04 has
been obtained and is in effect to the Administrative Agent and the Collateral
Agent.

     

    (d) Flood
Insurance.  With respect to each portion of Mortgaged Property
(other than Pipelines) on which improvements are located, obtain flood insurance
in such total amount as the Administrative Agent or the Required Lenders may
from time to time reasonably require, if at any time the area in which any
improvements located on any Mortgaged Property is designated a “flood hazard
area” in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), and otherwise comply with the
National Flood Insurance Program as set forth in the Flood Disaster Protection
Act of 1973, as amended from time to time.

     

    
      
        
        

      

      
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    SECTION
5.05 Obligations and
Taxes.  Except
as may be required by the Loan Documents, pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all Taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, services, materials and supplies or otherwise that, if unpaid,
might give rise to a Lien other than a Permitted Lien upon such properties or
any part thereof; provided that such payment
and discharge shall not be required with respect to any such Tax, assessment,
charge, levy, claim, Indebtedness or obligation so long as (a) the validity or
amount thereof shall be contested in good faith by appropriate proceedings
timely instituted and diligently conducted and the applicable Company shall have
set aside on its books adequate reserves or other appropriate provisions with
respect thereto in accordance with GAAP or (b) the failure to pay could not
reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
5.06 Employee
Benefits.  Comply
in all material respects with the applicable provisions of ERISA and the Code
and (b) furnish to the Administrative Agent (x) as soon as possible after, and
in any event within 5 days after any Responsible Officer of any Company or
any ERISA Affiliates of any Company knows or has reason to know that, any ERISA
Event has occurred that, alone or together with any other ERISA Event could
reasonably be expected to result in liability of the Companies or any of their
ERISA Affiliates in an aggregate amount exceeding $1.0 million or the imposition
of a Lien, a statement of a Financial Officer setting forth details as to such
ERISA Event and the action, if any, that the Companies propose to take with
respect thereto, and (y) upon request by the Administrative Agent, copies of (i)
each Schedule B (Actuarial Information) to the annual report (Form 5500
Series) filed by any Company or any ERISA Affiliate with the Internal Revenue
Service with respect to each Plan; (ii) the most recent actuarial valuation
report for each Plan; (iii) all notices received by any Company or any ERISA
Affiliate from a Multiemployer Plan sponsor or any governmental agency
concerning an ERISA Event; and (iv) such other documents or governmental reports
or filings relating to any Plan (or employee benefit plan sponsored or
contributed to by any Company) as the Administrative Agent shall reasonably
request.

     

    SECTION
5.07 Maintaining Records; Access
to Properties and Inspections.  Keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law are made of all dealings and
transactions in relation to its business and activities.  Each Company
will permit any representatives designated by the Administrative Agent or any
Lender to visit and inspect the financial records and the property of such
Company at reasonable times during normal business hours and as often as
reasonably requested and at such time to make extracts from and copies of such
financial records (provided that so long as no
Event of Default has occurred and is continuing the Lenders shall be entitled to
only one such visit per year coordinated by the Administrative Agent and each
other visit by the Administrative Agent shall be at its expense), and permit any
representatives designated by the Administrative Agent or any Lender to discuss
the affairs, finances, accounts and condition of any Company with the officers
and employees thereof and advisors therefor (including independent
accountants).

     

    SECTION
5.08 Use of
Proceeds.  Use
the proceeds of the Loans only for the purposes set forth in Section 3.12 and
request the issuance of Letters of Credit only for the purposes set


     

    
      
        
        

      

      
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    forth in
the definition of Commercial Letter of Credit or Standby Letter of Credit, as
the case may be.

     

    SECTION
5.09 Compliance with
Environmental Laws; Environmental Reports.

     

    (a) Comply,
and use commercially reasonable efforts to cause all lessees and other persons
occupying Real Property of any Company to comply, in all material respects with
all Environmental Laws and Environmental Permits applicable to its operations
and Real Property; obtain and renew all material Environmental Permits necessary
for its operations and Real Property; and conduct all Responses required by, and
in accordance with, Environmental Laws; provided that no Company
shall be required to undertake any Response to the extent that (i) its
obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances
in accordance with GAAP, (ii) such Response is being promptly and properly
undertaken by a third party having adequate financial resources pursuant to a
contractual obligation owed by such third party to such Company, or (iii) the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect.

     

    (b) If a
Default caused by reason of a breach of Section 3.18 or
Section 5.09(a)
shall have occurred and be continuing for more than 20 days without the
Companies commencing activities reasonably likely to cure such Default in
accordance with Environmental Laws, at the written request of the Administrative
Agent or the Required Lenders through the Administrative Agent, provide to the
Lenders within 45 days after such request, at the expense of Borrower, an
environmental assessment report regarding the matters which are the subject of
such Default, including, where appropriate, soil and/or groundwater sampling,
prepared by an environmental consulting firm and, in the form and substance,
reasonably acceptable to the Administrative Agent and indicating the presence or
absence of Hazardous Materials and the estimated cost of any compliance or
Response to address them.

     

    (c) Each Loan
Party that is an owner of Mortgaged Property shall not use, store, handle or
install nor permit to be used, handled or installed in the Mortgaged Property
any Hazardous Materials, other than in compliance with applicable Environmental
Laws in all material respects.

     

    SECTION
5.10 [Intentionally
Omitted].

     

    


     

    SECTION
5.11 Additional Collateral;
Additional Guarantors.

     

    (a) Subject
to this Section 5.11,
with respect to any property acquired after the Fifth ARCA Effective Date by any
Loan Party that is intended to be subject to the Lien created by any of the
Security Documents but is not so subject, promptly (and in any event within 30
days after the acquisition thereof) (i) execute and deliver to the
Administrative Agent and the Collateral Agent such amendments or supplements to
the relevant Security Documents or such other documents as the Administrative
Agent or the Collateral Agent shall deem necessary or advisable to grant to the
Collateral Agent, for its benefit and for the benefit of the other Secured
Parties, a First Priority Lien on such property subject to no Liens other than
Permitted Collateral Liens, and (ii) take all actions necessary to cause
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    by such
Security Document in accordance with all applicable Requirements of Law,
including the filing of financing statements in such jurisdictions as may be
reasonably requested by the Administrative Agent.  Borrower shall
otherwise take such actions and execute and/or deliver to the Collateral Agent
such documents as the Administrative Agent or the Collateral Agent shall
reasonably require to confirm the validity, perfection and priority of the Lien
of the Security Documents against such after-acquired properties.

     

    (b) With
respect to any person that is or becomes a Subsidiary after the Fifth ARCA
Effective Date (other than a Joint Venture; provided that for the
purposes of Section
5.11(b)(i), the RIGS Joint Venture and any Joint Venture created pursuant
to an investment under Section 6.04(j) 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), promptly (and in
any event within 30 days after such person becomes a Subsidiary) (i) deliver to
the Collateral Agent the certificates, if any, representing all of the Equity
Interests of such Subsidiary, together with undated stock powers or other
appropriate instruments of transfer executed and delivered in blank by a duly
authorized officer of the holder(s) of such Equity Interests, and all
intercompany notes owing from such Subsidiary to any Loan Party together with
instruments of transfer executed and delivered in blank by a duly authorized
officer of such Loan Party and (ii) cause such new Subsidiary (A) to execute a
Joinder Agreement or such comparable documentation to become a Subsidiary
Guarantor and a joinder agreement to the applicable Security Agreement,
substantially in the form annexed thereto or, in the case of a Foreign
Subsidiary, execute a security agreement compatible with the laws of such
Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory
to the Administrative Agent, and (B) to take all actions necessary or reasonably
advisable in the opinion of the Administrative Agent or the Collateral Agent to
cause the Lien created by the applicable Security Agreement to be duly perfected
to the extent required by such agreement in accordance with all applicable
Requirements of Law, including the filing of financing statements in such
jurisdictions as may be reasonably requested by the Administrative Agent or the
Collateral Agent.  Notwithstanding the foregoing, (1) the Equity
Interests required to be delivered to the Collateral Agent pursuant to clause
(i) of this Section 5.11(b)
shall not include any Equity Interests of a Foreign Subsidiary created or
acquired after the Fifth ARCA Effective Date and (2) no Foreign Subsidiary shall
be required to take the actions specified in clause (ii) of this Section 5.11(b),
if, in the case of either clause (1) or (2), doing so would constitute an
investment of earnings in United States property under Section 956 (or a
successor provision) of the Code, which investment would or could reasonably be
expected to trigger a material increase in the net income of a United States
shareholder of such Subsidiary pursuant to Section 951 (or a successor
provision) of the Code; provided that this exception
shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier
controlled foreign corporation (as defined in Section 957(a) of the Code)
representing 66% of the total voting power of all outstanding Voting Stock of
such Subsidiary and (B) 100% of the Equity Interests not constituting Voting
Stock of any such Subsidiary, except that any such Equity Interests constituting
“stock entitled to vote” within the meaning of Treasury Regulation
Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this
Section 5.11(b).

     

    (c) Promptly
grant to the Collateral Agent, within 60 days (subject to extension in the sole
discretion of the Collateral Agent) of the acquisition thereof, a security
interest in and Mortgage on (i) each Real Property owned in fee by such Loan
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    ty as is
acquired by such Loan Party after the Fifth ARCA Effective Date and that,
together with any improvements thereon, individually has a fair market value of
at least $5.0 million, and (ii) unless the Collateral Agent otherwise
consents, each leased Real Property of such Loan Party which lease individually
has a fair market value of at least $5.0 million, in each case, as
additional security for the Secured Obligations (unless the subject property is
already mortgaged to a third party to the extent permitted by Section 6.02).  Such
Mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent and the Collateral Agent and
shall constitute valid and enforceable perfected First Priority Liens subject
only to Permitted Collateral Liens or other Liens acceptable to the Collateral
Agent.  The Mortgages or instruments related thereto shall be duly
recorded or filed in such manner and in such places as are required by law to
establish, perfect, preserve and protect the Liens in favor of the Collateral
Agent required to be granted pursuant to the Mortgages and all taxes, fees and
other charges payable in connection therewith shall be paid in
full.  Such Loan Party shall otherwise take such actions and execute
and/or deliver to the Collateral Agent such documents as the Administrative
Agent or the Collateral Agent shall reasonably require to confirm the validity,
perfection and priority of the Lien of any existing Mortgage or new Mortgage
against such after-acquired Real Property (including a local counsel opinion (in
form and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent) in respect of such Mortgage).

     

    (d) Promptly
grant to the Collateral Agent, within 60 days (subject to extension in the sole
discretion of the Collateral Agent) of the acquisition thereof, a security
interest in and Mortgage on (i) each Pipeline owned in fee by such Loan Party as
is acquired by such Loan Party after the Fifth ARCA Effective Date and that,
together with any improvements thereon and any related unmortgaged Pipeline, has
a fair market value of at least $5.0 million, and (ii) unless
the Collateral Agent otherwise consents, each leased Pipeline of such Loan Party
which lease together with any related unmortgaged Pipeline leases has a fair
market value of at least $5.0 million, in each case,
as additional security for the Secured Obligations (unless the subject property
is already mortgaged to a third party to the extent permitted by Section 6.02).  Such
Mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent and the Collateral Agent and
shall constitute valid and enforceable perfected First Priority Liens subject
only to Permitted Collateral Liens or other Liens acceptable to the Collateral
Agent.  The Mortgages or instruments related thereto shall be duly
recorded or filed in such manner and in such places as are required by law to
establish, perfect, preserve and protect the Liens in favor of the Collateral
Agent required to be granted pursuant to the Mortgages and all taxes, fees and
other charges payable in connection therewith shall be paid in
full.  Such Loan Party shall otherwise take such actions and execute
and/or deliver to the Collateral Agent such documents as the Administrative
Agent or the Collateral Agent shall reasonably require to confirm the validity,
perfection and priority of the Lien of any existing Mortgage or new Mortgage
against such after-acquired Pipeline (including a local counsel opinion (in form
and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent) in respect of such Mortgage).

     

    (e) Promptly
grant to the Collateral Agent, within 60 days (subject to extension in the sole
discretion of the Collateral Agent), a security interest in and Mortgage lien on
(i) any Building or Manufactured (Mobile) Home on any Mortgaged Property that
individually has a fair market value of at least $5.0 million, as additional
security for the Secured Obligations. Such Mortgage shall be granted pursuant to
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    stance to
the Administrative Agent and the Collateral Agent.  The Mortgage or
instruments related thereto shall be duly recorded or filed in such manner and
in such places as are required by law to establish, perfect, preserve and
protect the Liens in favor of the Collateral Agent required to be granted
pursuant to the Mortgage and all taxes, fees and other charges payable in
connection therewith shall be paid in full.  Such Loan Party shall
otherwise take such actions and execute and/or deliver to the Collateral Agent
such documents as the Administrative Agent or the Collateral Agent shall
reasonably require to confirm the validity, perfection and priority of the Lien
of any existing Mortgage or new Mortgage against such Building or Manufactured
(Mobile) Home (including (i) a local counsel opinion (in form and substance
reasonably satisfactory to the Administrative Agent and the Collateral Agent),
(ii) a Life of Loan flood hazard determination with respect to the parcel of
real property on which such Building or Manufactured (Mobile) Home is located
(together with a notice about special flood hazard area status and flood
disaster assistance duly executed by Borrower and each Loan Party related
thereto) and (iii) in the event such Building or Manufactured (Mobile) Home is
located in an area identified by the Federal Emergency Management Agency (or
successor agency) as a Special Flood Hazard Area with respect to where flood
insurance has been made available under the National Flood Insurance Act of 1968
(as now or hereinafter in effect or successor act thereto) evidence of flood
insurance in form and substance reasonably acceptable to the Administrative
Agent and Collateral Agent)
 in
respect of such Mortgage.

     

    SECTION
5.12 Security Interests; Further
Assurances.  Promptly,
upon the reasonable request of the Administrative Agent, the Collateral Agent or
any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause
the execution, acknowledgment and delivery of, and thereafter register, file or
record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
perfection and priority of the Liens on the Collateral covered thereby subject
to no other Liens except as permitted by the applicable Security Document, or
obtain any consents or waivers as may be necessary or appropriate in connection
therewith.  Deliver or cause to be delivered to the Administrative
Agent and the Collateral Agent from time to time such other documentation,
consents, authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent as the
Administrative Agent and the Collateral Agent shall reasonably deem necessary to
perfect or maintain the Liens on the Collateral pursuant to the Security
Documents.  Upon the exercise by the Administrative Agent, the
Collateral Agent or any Lender of any power, right, privilege or remedy pursuant
to any Loan Document which requires any consent, approval, registration,
qualification or authorization of any Governmental Authority, execute and
deliver all applications, certifications, instruments and other documents and
papers that the Administrative Agent, the Collateral Agent or such Lender may
require.  If the Administrative Agent, the Collateral Agent or the
Required Lenders determine that they are required by a Requirement of Law to
have appraisals prepared in respect of the Real Property of any Loan Party
constituting Collateral, Borrower shall provide to the Administrative Agent
appraisals that satisfy the applicable requirements of the Real Estate Appraisal
Reform Amendments of FIRREA and are otherwise in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent.

     

    
      
        
        

      

      
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    SECTION
5.13 Information Regarding
Collateral.

     

    (a) Not
effect any change (i) in any Loan Party’s legal name, (ii) in the location of
any Loan Party’s chief executive office, (iii) in any Loan Party’s identity or
organizational structure, (iv) in any Loan Party’s Federal Taxpayer
Identification Number or organizational identification number, if any, or (v) in
any Loan Party’s jurisdiction of organization (in each case, including by
merging with or into any other entity, reorganizing, dissolving, liquidating,
reorganizing or organizing in any other jurisdiction), until (other than in the
case of any liquidation or dissolution of Regency Gas Marketing LP in accordance
with Section
6.05(e)) (A) it shall have given the Collateral Agent and the
Administrative Agent not less than 20 days’ prior written notice (in the form of
an Officers’ Certificate), or such lesser notice period agreed to by the
Collateral Agent, of its intention so to do, clearly describing such change and
providing such other information in connection therewith as the Collateral Agent
or the Administrative Agent may reasonably request and (B) it shall have taken
all action reasonably satisfactory to the Collateral Agent to maintain the
perfection and priority of the security interest of the Collateral Agent for the
benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if such Loan Party
does not have, and has not had, assets or liabilities in excess of $25,000, such
notice may be provided promptly (but in no event later than 15 days) after
effecting the changes described above.  Each Loan Party agrees to
promptly provide the Collateral Agent with certified Organizational Documents
reflecting any of the changes described in the preceding
sentence.  Each Loan Party also agrees to promptly notify the
Collateral Agent of any change in the location of any office in which it
maintains books or records relating to Collateral owned by it or of any change
in the location, other than in the ordinary course of its business, of any
office or facility at which Collateral is located (including the establishment
of any such new office or facility), other than changes in location to a
Mortgaged Property or a leased property subject to a Landlord Access
Agreement.

     

    
      


    

    (b) Concurrently
with the delivery of financial statements pursuant to Section 5.01(a),
deliver to the Administrative Agent and the Collateral Agent a Perfection
Certificate Supplement.

     

    ARTICLE
VI

    NEGATIVE
COVENANTS

     

    Each Loan
Party (notwithstanding anything in this Agreement to the contrary, Regency MLP
shall not be considered a “Loan Party” or a “Company” for purposes of any
Section of this Article) warrants, covenants and agrees with each Lender that,
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired and all amounts
drawn thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, no Loan Party will, nor will they cause or permit
any Subsidiaries to:

     

    SECTION
6.01 Indebtedness.  Incur,
create, assume or permit to exist, directly or indirectly, any Indebtedness,
except

     

    
      
        
        

      

      
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    (a) Indebtedness
incurred under this Agreement (including Sections 2.19
and 2.20) and
the other Loan Documents;

     

    (b) (i)
Indebtedness outstanding on the Fifth ARCA Effective Date and listed on Schedule 6.01(b),
and (ii) refinancings or renewals thereof; provided that (A) any such
refinancing Indebtedness is in an aggregate principal amount not greater than
the aggregate principal amount of the Indebtedness being renewed or refinanced,
plus the amount of any
premiums required to be paid thereon and reasonable fees and expenses associated
therewith and an amount equal to any unutilized commitment under the
Indebtedness being renewed or refinanced, (B) such refinancing Indebtedness has
a later or equal final maturity and longer or equal weighted average life than
the Indebtedness being renewed or refinanced and (C) the covenants, events of
default, subordination and other provisions thereof (including any guarantees
thereof) shall be, in the aggregate, no less favorable to the Lenders than those
contained in the Indebtedness being renewed or refinanced;

     

    (c) Indebtedness
under Hedging Obligations with respect to interest rates, foreign currency
exchange rates or commodity prices, in each case not entered into for
speculative purposes; provided that if such Hedging
Obligations relate to interest rates, (i) such Hedging Obligations relate to
payment obligations on Indebtedness otherwise permitted to be incurred by the
Loan Documents and (ii) the notional principal amount of such Hedging
Obligations at the time incurred does not exceed the principal amount of the
Indebtedness to which such Hedging Obligations relate;

     

    (d) Indebtedness
permitted by Section 6.04(f);

     

    (e) Indebtedness
in respect of (i) Purchase Money Obligations and refinancings or renewals
thereof, in an aggregate amount not to exceed $10.0 million at any time
outstanding, and (ii) Capital Lease Obligations and refinancings or renewals
thereof, in an aggregate amount not to exceed $10.0 million at any time
outstanding;

     

    (f) Indebtedness
in respect of bid, performance or surety bonds, workers’ compensation claims,
self-insurance obligations and bankers acceptances issued for the account of any
Company in the ordinary course of business, including guarantees or obligations
of any Company with respect to letters of credit supporting such bid,
performance or surety bonds, workers’ compensation claims, self-insurance
obligations and bankers acceptances (in each case other than for an obligation
for money borrowed);

     

    (g) Contingent
Obligations of any Loan Party in respect of Indebtedness otherwise permitted
under this Section 6.01;

     

    (h) Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business;
provided, however, that such
Indebtedness is extinguished within five Business Days of
incurrence;

     

    (i) Indebtedness
arising in connection with endorsement of instruments for deposit in the
ordinary course of business;

     

    
      
        
        

      

      
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    (j) unsecured
Indebtedness of the Companies; provided that (i) no Event of
Default has occurred and is continuing or would occur after giving effect to
such incurrence, (ii) after giving effect to the incurrence of such Indebtedness
on a Pro Forma Basis, Borrower shall be in compliance with all covenants set
forth in Section 6.10 as
of the most recent Test Period, (iii) the latest maturity date of such
Indebtedness shall not be prior to the Final Maturity Date and shall not have a
weighted average life to maturity that is shorter than that of the existing
Loans, and (iv) such Indebtedness does not have the benefit of, directly or
indirectly, any covenants or definitions that are more restrictive than those
set forth herein;

     

    (k) Indebtedness
of any Loan Party (i) constituting Indebtedness of such Loan Party solely under
clause (e) of the definition of “Indebtedness” and solely because of a Lien on
the Equity Interests of a Joint Venture owned by such Loan Party to secure
Indebtedness of such Joint Venture and its Subsidiaries and (ii) whose holder’s
sole recourse to any Loan Party is through such Lien on such Equity
Interests;

     

    (l) non-recourse
Indebtedness of a Subsidiary of Borrower assumed by such Subsidiary in
connection with any Permitted Acquisition (or, if such Subsidiary is acquired as
part of such Permitted Acquisition, existing prior thereto); provided, however, that such
Indebtedness exists at the time of such Permitted Acquisition at least in the
amounts assumed in connection therewith and is not drawn down, created or
increased in contemplation of or in connection with such Permitted
Acquisition;

     

    (m) Indebtedness
arising from agreements incurred by the seller in connection with an Asset Sale
permitted pursuant to Section 6.06 and
providing for indemnification, adjustments of purchase price or similar
obligations; provided,
however, that such
Indebtedness shall be permitted solely if it is not reflected on the balance
sheet and other financial statements of any Loan Party (unless such amount
reflected on the balance sheet and other financial statements does not exceed
$2.0 million) other than as a contingent obligation referred to in a footnote to
such financial statements;

     

    (n) Indebtedness
owed to any person with respect to premiums payable for property, casualty or
liability insurance for any Loan Party, so long as such Indebtedness shall not
be in excess of the amount of the unpaid cost of, and shall be incurred only to
defer the cost of, such insurance for the year in which such Indebtedness is
incurred and such Indebtedness shall be outstanding only during such year;
and

     

    (o) Indebtedness
consisting of indemnity obligations in connection with any Permitted
Acquisition; provided,
however, that such
Indebtedness shall be permitted solely if it is not reflected on the balance
sheet and other financial statements of any Loan Party (unless such amount
reflected on the balance sheet and other financial statements does not exceed
$2.0 million) other than as a contingent obligation referred to in a footnote to
such financial statements.

     

    SECTION
6.02 Liens.  Create,
incur, assume or permit to exist, directly or indirectly, any Lien on any
property now owned or hereafter acquired by it or on any income or revenues or
rights in respect of any thereof, except the following (collectively, the “Permitted
Liens”):

     

    
      
        
        

      

      
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    (a) inchoate
Liens for taxes, assessments or governmental charges or levies not yet due and
payable or delinquent and Liens for taxes, assessments or governmental charges
or levies, which (i) are being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance with
GAAP, which proceedings (or orders entered in connection with such proceedings)
have the effect of preventing the forfeiture or sale of the property subject to
any such Lien, or (ii) in the case of any such charge or claim which has or may
become a Lien against any of the Collateral, such Lien and the contest thereof
shall satisfy the Contested Collateral Lien Conditions;

     

    (b) Liens in
respect of property of any Company imposed by Requirements of Law, which were
incurred in the ordinary course of business and do not secure Indebtedness for
borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’,
workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens
arising in the ordinary course of business, and (i) which do not in the
aggregate materially detract from the value of the property of the Companies,
taken as a whole, and do not materially impair the use thereof in the operation
of the business of the Companies, taken as a whole, (ii) which, if they secure
obligations that are then overdue by more than 90 days and unpaid, are being
contested in good faith by appropriate proceedings for which adequate reserves
have been established in accordance with GAAP, which proceedings (or orders
entered in connection with such proceedings) have the effect of preventing the
forfeiture or sale of the property subject to any such Lien, and (iii) in the
case of any such Lien which has or may become a Lien against any of the
Collateral, such Lien and the contest thereof shall satisfy the Contested
Collateral Lien Conditions;

     

    (c) any Lien
in existence on the Fifth ARCA Effective Date and set forth on Schedule 6.02(c)
and any Lien granted as a replacement or substitute therefor; provided that any such
replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A),
does not secure an aggregate amount of Indebtedness, if any, greater than that
secured on the Fifth ARCA Effective Date and (ii) does not encumber any property
other than the property subject thereto on the Fifth ARCA Effective Date (any
such Lien, an “Existing
Lien”);

     

    (d) terms,
conditions, exceptions, limitations, easements, rights-of-way, restrictions
(including zoning restrictions), covenants, licenses, encroachments, protrusions
and other similar charges or encumbrances, and minor title deficiencies on or
with respect to any Real Property or Pipelines, in each case whether now or
hereafter in existence, not (i) securing Indebtedness, (ii) individually or in
the aggregate materially impairing the value or marketability of such material
Real Property or material Pipeline or (iii) individually or in the aggregate
materially interfering with the ordinary conduct of the business of the
Companies at such material Real Property or material Pipeline, and for the
purposes of this Agreement, a minor title deficiency shall include, but not be
limited to, terms, conditions, exceptions, limitations, easements,
rights-of-way, servitudes, permits, surface leases and other similar rights in
respect of surface operations, and easements for pipelines, streets, alleys,
highways, telephone lines, power lines, railways and other easements and
rights-of-way, on, over or in respect of any of the properties of any Loan Party
that are customarily granted in the midstream industry or oil and gas industry;
provided, however, that such
deficiencies shall not have, individually or in the aggregate, a Material
Adverse Effect;

     

    
      
        
        

      

      
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    (e) Liens
arising out of judgments, attachments or awards not resulting in a Default and
in respect of which such Company shall in good faith be prosecuting an appeal or
proceedings for review in respect of which there shall be secured a subsisting
stay of execution pending such appeal or proceedings and, in the case of any
such Lien which has or may become a Lien against any of the Collateral, such
Lien and the contest thereof shall satisfy the Contested Collateral Lien
Conditions;

     

    (f) Liens
(other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or
deposits made in connection therewith in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types of
social security legislation or (y) incurred in the ordinary course of business
to secure the performance of tenders, statutory obligations (other than excise
taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases,
government contracts, trade contracts, performance and return of money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed
money); provided that
(i) with respect to clauses (x) and (y) of this paragraph (f), such Liens are
for amounts not yet due and payable or delinquent or, to the extent such amounts
are so due and payable, such amounts are being contested in good faith by
appropriate proceedings for which adequate reserves have been established in
accordance with GAAP, which proceedings for orders entered in connection with
such proceedings have the effect of preventing the forfeiture or sale of the
property subject to any such Lien, (ii) to the extent such Liens are not imposed
by Requirements of Law, such Liens shall in no event encumber any property other
than cash and Cash Equivalents, (iii) in the case of any such Lien against any
of the Collateral, such Lien and the contest thereof shall satisfy the Contested
Collateral Lien Conditions and (iv) the aggregate amount of deposits at any time
pursuant to clause (y) of this paragraph (f) shall not exceed $1.0 million in
the aggregate;

     

    (g) Leases of
the properties of any Company, in each case entered into in the ordinary course
of such Company’s business so long as such Leases are subordinate in all
respects to the Liens granted and evidenced by the Security Documents and do
not, individually or in the aggregate, (i) interfere in any material respect
with the ordinary conduct of the business of any Company or (ii) materially
impair the use (for its intended purposes) or the value of the property subject
thereto;

     

    (h) Liens,
other than on Real Property, arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by any
Company in the ordinary course of business;

     

    (i) Liens
securing Indebtedness incurred pursuant to Section 6.01(e);
provided that any such
Liens attach only to the property being financed pursuant to such Indebtedness
and do not encumber any other property of any Company;

     

    (j) bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more accounts maintained by any
Company, in each case granted in the ordinary course of business in favor of the
bank or banks with which such accounts are maintained, securing amounts owing to
such bank with respect to cash management and operating account arrangements,
including those involving pooled accounts and netting arrangements; provided that, unless such
Liens are non-consensual and arise by operation 

     

    
      
        
        

      

      
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    of law,
in no case shall any such Liens secure (either directly or indirectly) the
repayment of any Indebtedness;

     

    (k) Liens on
property of a person existing at the time such person is acquired or merged with
or into or consolidated with any Company to the extent permitted hereunder (and
not created in anticipation or contemplation thereof); provided that such Liens do
not extend to property not subject to such Liens at the time of acquisition
(other than improvements thereon) and are no more favorable to the lienholders
than such existing Lien;

     

    (l) Liens
granted pursuant to the Security Documents to secure the Secured
Obligations;

     

    (m) licenses
of Intellectual Property granted by any Company in the ordinary course of
business and not interfering in any material respect with the ordinary conduct
of business of the Companies;

     

    (n) the
filing of UCC financing statements solely as a precautionary measure in
connection with operating leases or consignment of goods;

     

    (o) Liens on
the Equity Interests of Joint Ventures to secure Indebtedness permitted pursuant
to Section
6.01(k) if no holder of such Indebtedness has or could have upon the
occurrence of any contingency any recourse against any Loan Party or any assets
of any Loan Party (other than such Equity Interests);

     

    (p) Liens
upon specific items of inventory or other goods and related proceeds of any Loan
Party securing such person’s obligations in respect of bankers’ acceptances or
documentary letters of credit issued or created for the account of such person
to facilitate the shipment or storage of such inventory or other
goods;

     

    (q) pledges
or deposits of cash and Cash Equivalents securing deductibles, self-insurance,
insurance premiums, co-payment, co-insurance, retentions and similar obligations
to providers of insurance in the ordinary course of business not to exceed $1.0
million at any time outstanding;

     

    (r) Liens
solely on any cash earnest money deposits not to exceed $5.0 million at any time
outstanding made by a Loan Party in connection with any letter of intent or
purchase agreement with respect to a Permitted Acquisition or a Joint
Venture;

     

    (s) options,
put and call arrangements, rights of first refusal, setoff rights, rights of
first offer and similar contractual encumbrances, and customary limitations and
restrictions constituting negative pledges contained in, and limited to,
specific leases, licenses, conveyances, partnership agreements and co-owners’
agreements, and similar agreements to the extent that any such Lien referred to
in this clause does not materially impair the use of the property covered by
such Lien for the purposes for which such property is held or materially impair
the value of such property subject thereto;

     

    (t) Liens on
assets being disposed of by a Company pursuant to merger agreements, stock or
asset purchase agreements and similar agreements in respect of the disposition
of such 

     

    
      
        
        

      

      
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    assets,
provided that such merger agreement, stock or asset purchase agreement or
similar agreement in respect of the disposition of such asset is permitted
pursuant to the terms of this Agreement;

     

    (u) Liens
incurred in the ordinary course of business in connection with margin
requirements under Hedging Agreements not to exceed in the aggregate $3.0
million at any time outstanding; and

     

    (v) Liens
incurred in the ordinary course of business of the Companies with respect to
obligations that do not in the aggregate exceed $5.0 million at any time
outstanding, so long as such Liens, to the extent covering any Collateral, are
junior to the Liens granted pursuant to the Security Documents;

     

    provided, however, that no consensual
Liens shall be permitted to exist, directly or indirectly, on any Securities
Collateral, other than Liens granted pursuant to the Security
Documents.

     

    SECTION
6.03 Sale and Leaseback
Transactions.  Enter
into any arrangement, directly or indirectly, with any person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred (a “Sale and Leaseback
Transaction”) unless (i) the sale of such property is permitted by
Section 6.06 and
(ii) any Liens arising in connection with its use of such property are
permitted by Section 6.02.

     

    SECTION
6.04 Investment, Loan and
Advances.  Directly
or indirectly, lend money or credit (by way of guarantee or otherwise) or make
advances to any person, or purchase or acquire any stock, bonds, notes,
debentures or other obligations or securities of, or any other interest in, or
make any capital contribution to, any other person, or purchase or own a futures
contract or otherwise become liable for the purchase or sale of currency or
other commodities at a future date in the nature of a futures contract (all of
the foregoing, collectively, “Investments”), except that the
following shall be permitted:

     

    (a) [Intentionally
Omitted];

     

    (b) Investments
outstanding on the Fifth ARCA Effective Date and identified on Schedule 6.04(b);

     

    (c) the
Companies may (i) acquire and hold accounts receivables, payment
intangibles, chattel paper, notes receivable and similar items owing to any of
them if created or acquired in the ordinary course of business, (ii) invest
in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable
instruments held for collection in the ordinary course of business or
(iv) make lease, utility and other similar deposits in the ordinary course
of business;

     

    (d) Hedging
Obligations incurred pursuant to Section 6.01(c);

     

    (e) loans and
advances to directors, employees and officers of Borrower and the Subsidiaries
for bona fide business
purposes, in aggregate amount not to exceed $5.0 million at any time
outstanding;

     

    
      
        
        

      

      
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    (f) Investments
(i) by Borrower in any Subsidiary Guarantor, (ii) by any Company in
Borrower or any Subsidiary Guarantor, (iii) by a Subsidiary Guarantor in
another Subsidiary Guarantor and (iv) by a Subsidiary that is not a
Subsidiary Guarantor in any other Subsidiary that is not a Subsidiary Guarantor
(other than a Joint Venture); provided that any Investment
in the form of a loan or advance shall be evidenced by the Intercompany Note
and, in the case of a loan or advance by a Loan Party, pledged by such Loan
Party as Collateral pursuant to the Security Documents;

     

    (g) Investments
in securities of trade creditors or customers in the ordinary course of business
received upon foreclosure or pursuant to any plan of reorganization or
liquidation or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers or in settlement of amounts due (including in
settlement of delinquent obligations and other disputes with supplies and
customers);

     

    (h) Investments
made by Borrower or any Subsidiary as a result of consideration received in
connection with an Asset Sale made in compliance with Section 6.06 or
other asset sales not prohibited by this Agreement;

     

    (i) Investments
made by Borrower or any Subsidiary in (i) the RIGS Joint Venture, consisting of
(A) the contribution of the RIGS Assets and (B) other Investments in an
aggregate amount not to exceed $250.0 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 $250.0 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) in addition to as permitted in Section 6.04(j)
below, Joint Ventures (other than the RIGS Joint Venture) in an aggregate amount
for all such Joint Ventures (other than the RIGS Joint Venture) not to exceed
$20.0 million during the existence of this Agreement;

     

    (j) Investments
made by Borrower or any Subsidiary in Joint Ventures (other than the RIGS Joint
Venture), in addition to as permitted in Section 6.04(i)
above, in an aggregate amount for all such Joint Ventures (other than the RIGS
Joint Venture) not to exceed $75.0 million during the existence of this
Agreement; provided,
that cash received by the Reporting Entity relating to an Investment made
pursuant to this Section 6.04(j) will
be excluded from the calculation of Consolidated Net Income to the extent
otherwise included therein.

     

    (k) Investments
in pledges, deposits and payment or performance bonds made or given in the
ordinary course of business;

     

    (l) Investments
in Capital Expenditures of the Loan Parties;

     

    
      
        
        

      

      
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    (m) Investments
constituting Contingent Obligations permitted by Section
6.01;

     

    (n) advances
and loans to Regency MLP for the purposes and in the amounts necessary to pay
the fees, expenses and taxes permitted by Section
6.08;

     

    (o) Investments
in respect of Permitted Acquisitions; and

     

    (p) other
Investments in an aggregate amount not to exceed $10.0 million at any time
outstanding.

     

    SECTION
6.05 Mergers and Consolidations;
Dissolution.  Wind
up, liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation (or agree to do any of the foregoing at any future time), except
that the following shall be permitted:

     

    (a) [Intentionally
Omitted];

     

    (b) Asset
Sales in compliance with Section 6.06;

     

    (c) Acquisitions
in compliance with Section 6.07;

     

    (d) any
Company may merge or consolidate with or into Borrower or any Subsidiary
Guarantor (as long as Borrower is the surviving person in the case of any merger
or consolidation involving Borrower, and a Subsidiary Guarantor is the surviving
person and remains a Wholly Owned Subsidiary of Borrower in any merger or
consolidation involving a Subsidiary Guarantor); provided that the Lien on and
security interest in property granted or to be granted in favor of the
Collateral Agent under the Security Documents shall be maintained or created in
accordance with the provisions of Section 5.11 or
Section 5.12, as
applicable; and

     

    (e) any
Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such
dissolution, liquidation or winding up, as applicable, could not reasonably be
expected to have a Material Adverse Effect.

     

    To the
extent the Required Lenders (or all Lenders if required by Section 10.02) waive
the provisions of this Section 6.05
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 6.05,
such Collateral (unless sold to a Company) shall be sold free and clear of the
Liens created by the Security Documents, and the Agents shall take all actions
they deem appropriate in order to effect the foregoing.

     

    SECTION
6.06 Asset
Sales.  Effect
any Asset Sale, or agree to effect any Asset Sale, except that the following
shall be permitted:

     

    (a) abandonment
or disposition of used, worn out, obsolete or surplus property by any Company in
the ordinary course of business and the abandonment or other disposition of
Intellectual Property that, in the reasonable judgment of Borrower, should be
replaced, is no longer economically practicable to maintain or is no longer
useful in the conduct of the business of the Companies taken as a
whole;

     

    
      
        
        

      

      
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    (b) (i) the
sale of all or any substantial part of any one (and only one) of (x) the Midcon
Assets, (y) the Waha Assets or (z) the North Louisiana Assets; provided that Borrower has
elected to have such sale qualify under this Section 6.06(b)(i)
pursuant to written notice to Administrative Agent and (ii) other Asset Sales;
provided that the
aggregate consideration received in respect of all Asset Sales pursuant to this
clause (ii) shall not exceed five percent (5%) of the Reporting Entity’s
Consolidated Net Tangible Assets in any four consecutive fiscal quarters of
Borrower;

     

    (c) leases of
real or personal property in the ordinary course of business and in accordance
with the applicable Security Documents;

     

    (d) [Intentionally
Omitted];

     

    (e) mergers
and consolidations in compliance with Section 6.05;

     

    (f) Investments
in compliance with Section 6.04;

     

    (g) assignments
and licenses of Intellectual Property of any Loan Party in the ordinary course
of business;

     

    (h) any Asset
Sale by any Subsidiary of Borrower to any Loan Party;

     

    (i) transfers
resulting from Casualty Events so long as the proceeds thereof are applied in
accordance with Section
2.10(d);

     

    (j) any Loan
Party may transfer assets as part of the consideration for Investment in a Joint
Venture so long as the fair market value of such assets is counted against the
amount of Investments allowed under Section 6.04(i) or
Section
6.04(j);

     

    (k) any Loan
Party may dispose of defaulted receivables and similar obligations in the
ordinary course of business; and

     

    (l) any Loan
Party may dispose of non-core assets acquired in a Permitted
Acquisition.

     

    To the
extent the Required Lenders (or all Lenders if required by Section 10.02) waive
the provisions of this Section 6.06
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 6.06,
such Collateral (unless sold to a Company) shall be sold free and clear of the
Liens created by the Security Documents, and the Agents shall take all actions
they deem appropriate in order to effect the foregoing.

     

    SECTION
6.07 Acquisitions.  Make
any Acquisition, except that the following shall be permitted:

     

    (a) Capital
Expenditures by Borrower and the Subsidiaries;

     

    (b) purchases
and other acquisitions of tangible or intangible property in the ordinary course
of business;

     

    
      
        
        

      

      
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    (c) Investments
in compliance with Section 6.04;

     

    (d) leases of
real or personal property in the ordinary course of business and in accordance
with the applicable Security Documents;

     

    (e) [Intentionally
Omitted];

     

    (f) Permitted
Acquisitions; and

     

    (g) mergers
and consolidations in compliance with Section 6.05;

     

    provided that the Lien on and
security interest in such property granted or to be granted in favor of the
Collateral Agent under the Security Documents shall be maintained or created in
accordance with the provisions of Section 5.11 or
Section 5.12, as
applicable.

     

    SECTION
6.08 Dividends.  Authorize,
declare, pay or set aside funds for the express purpose of making, directly or
indirectly, any Dividends with respect to any Company, except that the following
shall be permitted:

     

    (a) Dividends
by any Company to Borrower or to any Guarantor that is a Wholly Owned Subsidiary
of Borrower;

     

    (b) payments
to Regency MLP as reimbursement for expenses pursuant to the Regency MLP
Agreement; and

     

    (c) so long
as no Default or Event of Default has occurred or is continuing either prior to
or after giving effect to such Dividends and so long as Regency MLP qualifies as
a Master Limited Partnership, Dividends to Regency MLP up to the amount of
Available Cash.

     

    SECTION
6.09 Transactions with
Affiliates.  Enter
into, directly or indirectly, any transaction or series of related transactions,
whether or not in the ordinary course of business, with any Affiliate of any
Company (other than between or among the Loan Parties), other than on terms and
conditions at least as favorable to such Company as would reasonably be obtained
by such Company at that time in a comparable arm’s-length transaction with a
person other than an Affiliate, except that the following shall be
permitted:

     

    (a) Dividends
permitted by Section 6.08;

     

    (b) Investments
permitted by Sections
6.04(e), (f), (i) and (j);

     

    (c) reasonable
and customary director, officer and employee compensation (including bonuses)
and other benefits (including retirement, health, stock option and other benefit
plans) and indemnification arrangements, in each case approved by the Board of
Directors of the Ultimate General Partner;

     

    (d) transactions
with customers, clients, suppliers, joint venture partners or purchasers or
sellers of goods and services, in each case in the ordinary course of business
and otherwise not prohibited by the Loan Documents;

     

    
      
        
        

      

      
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    (e) the
existence of, and the performance by any Loan Party of its obligations under the
terms of, any limited liability company, limited partnership or other
Organizational Document or securityholders agreement (including any registration
rights agreement or purchase agreement related thereto) to which it is a party
on the Fifth ARCA Effective Date and which has been disclosed to the Lenders as
in effect on the Fifth ARCA Effective Date, and similar agreements that it may
enter into thereafter; provided, however, that the existence
of, or the performance by any Loan Party of obligations under, any amendment to
any such existing agreement or any such similar agreement entered into after the
Fifth ARCA Effective Date shall only be permitted by this Section 6.09(e)
to the extent not more adverse to the interest of the Lenders in any material
respect, when taken as a whole, than any of such documents and agreements as in
effect on the Fifth ARCA Effective Date;

     

    (f) sales of
Qualified Capital Stock of Regency MLP to Affiliates of Borrower not otherwise
prohibited by the Loan Documents and the granting of registration and other
customary rights in connection therewith;

     

    (g) any
transaction with an Affiliate where the only consideration paid by any Loan
Party is Qualified Capital Stock of Regency MLP;

     

    (h) the
Transactions as contemplated by the Loan Documents; and

     

    (i) payments
or transactions pursuant to the Regency MLP Agreement.

     

    SECTION
6.10 Financial
Covenants.

     

    (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.

     

    (b) Minimum Consolidated
Interest Coverage Ratio.  Permit the Consolidated Interest
Coverage Ratio, for the last day of any Test Period to be less than 2.75 to
1.0.

     

    (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.

     

    SECTION
6.11 Prepayments of Other
Indebtedness; Modifications of Organizational Documents and Other Documents,
etc.  Directly
or indirectly:

     

    (a) make (or
give any notice in respect of) any voluntary or optional payment or prepayment
on or redemption or acquisition for value of, or any prepayment or redemption as
a result of any asset sale, change of control or similar event of, any
outstanding Subordinated Indebtedness, except as otherwise permitted by this
Agreement;

     

    (b) [Intentionally
Omitted]; or

     

    (c) terminate,
amend, modify (including electing to treat any Pledged Interests (as defined in
the Security Agreement) as a “security” under Section 8-103 of the UCC) or
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    of its
Organizational Documents (including by the filing or modification of any
certificate of designation) or any agreement to which it is a party with respect
to its Equity Interests (including any stockholders’ agreement), or enter into
any new agreement with respect to its Equity Interests, other than any such
amendments, modifications or changes or such new agreements which are not
adverse in any material respect to the interests of the Lenders.

     

    SECTION
6.12 Limitation on Certain
Restrictions on Subsidiaries.  Directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by Borrower or any Subsidiary, or
pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or
advances to Borrower or any Subsidiary or (c) transfer any of its
properties to Borrower or any Subsidiary, except for such encumbrances or
restrictions existing under or by reason of (i) applicable Requirements of
Law; (ii) this Agreement and the other Loan Documents; (iii) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of a Subsidiary; (iv) customary provisions restricting
assignment of any agreement entered into by a Subsidiary in the ordinary course
of business; (v) any holder of a Lien permitted by Section 6.02
restricting the transfer of the property subject thereto; (vi) customary
restrictions and conditions contained in any agreement relating to the sale of
any property permitted under Section 6.06
pending the consummation of such sale; (vii) any agreement in effect at the
time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement
was not entered into in connection with or in contemplation of such person
becoming a Subsidiary of Borrower; (viii) without affecting the Loan Parties’
obligations under Section 5.11,
customary provisions in partnership agreements, limited liability company
organizational governance documents, asset sale and stock sale agreements and
other similar agreements entered into in the ordinary course of business that
restrict the transfer of ownership interests in such partnership, limited
liability company or similar person; (ix) restrictions on cash or other deposits
or net worth imposed by suppliers or landlords under contracts entered into in
the ordinary course of business; (x) any instrument governing Indebtedness
assumed in connection with any Permitted Acquisition, which encumbrance or
restriction is not applicable to any person, or the properties or assets of any
person, other than the person or the properties or assets of the person so
acquired; (xi) in the case of any joint venture which is not a Loan Party
in respect of any matters referred to in clauses (b) and (c) above,
restrictions in such person’s Organizational Documents or pursuant to any joint
venture agreement or stockholders agreements solely to the extent of the Equity
Interests of or property held in the subject joint venture or other entity; or
(xii) any encumbrances or restrictions imposed by any amendments or
refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clause (vii) above; provided that such amendments
or refinancings are no more materially restrictive with respect to such
encumbrances and restrictions than those prior to such amendment or
refinancing.

     

    SECTION
6.13 Limitation on Issuance of
Capital Stock.  With
respect to Borrower or any Subsidiary, issue any Equity Interest (including by
way of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, any Equity Interest, except (i) for stock
splits, stock dividends and additional issuances of Equity Interests which do
not decrease the percentage ownership of Borrower or any Subsidiaries in any
class of the Equity Interest of such Subsidiary; (ii) Subsidiaries of
Borrower formed after the Fifth ARCA Effective Date in accordance with Section 6.14 may
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    rower
which is to own such Equity Interests; and (iii) Borrower may issue common stock
that is Qualified Capital Stock to Regency MLP.  All Equity Interests
issued in accordance with this Section 6.13
shall, to the extent required by Sections 5.11
and 5.12 or any
Security Agreement, be delivered to the Collateral Agent for pledge pursuant to
the applicable Security Agreement.

     

    SECTION
6.14 Limitation on Creation of
Subsidiaries.  Establish,
create or acquire any additional Subsidiaries without the prior written consent
of the Required Lenders; provided that, without such
consent, Borrower may (i) establish or create one or more Wholly Owned
Subsidiaries of Borrower, (ii) establish, create or acquire one or more
Subsidiaries in connection with an Investment made pursuant to Section 6.04(f),
(i) or (j) or (iii) acquire
one or more Subsidiaries in connection with a Permitted Acquisition, so long as,
in each case, Section 5.11(b)
shall be complied with.

     

    SECTION
6.15 Business.  Engage
(directly or indirectly) in any business other than those businesses in which
Borrower and its Subsidiaries are engaged on the Fifth ARCA Effective Date (or
which are reasonably related thereto or are reasonable extensions
thereof).

     

    SECTION
6.16 [Intentionally
Omitted].

     

    SECTION
6.17 Fiscal
Year.  Change
its fiscal year-end to a date other than December 31.

     

    SECTION
6.18 No Further Negative
Pledge.  Enter
into any agreement, instrument, deed or lease which prohibits or limits the
ability of any Loan Party to create, incur, assume or suffer to exist any Lien
upon any of their respective properties or revenues, whether now owned or
hereafter acquired, or which requires the grant of any security for an
obligation if security is granted for another obligation, except the
following:  (1) this Agreement and the other Loan Documents;
(2) covenants in documents creating Liens permitted by Section 6.02
prohibiting further Liens on the properties encumbered thereby; (3) any
other agreement that does not restrict in any manner (directly or indirectly)
Liens created pursuant to the Loan Documents on any Collateral securing the
Secured Obligations and does not require the direct or indirect granting of any
Lien securing any Indebtedness or other obligation by virtue of the granting of
Liens on or pledge of property of any Loan Party to secure the Secured
Obligations; and (4) any prohibition or limitation that (a) exists
pursuant to applicable Requirements of Law, (b) consists of customary
restrictions and conditions contained in any agreement relating to the sale of
any property permitted under Section 6.06
pending the consummation of such sale, (c) restricts subletting or
assignment of any lease governing a leasehold interest of Borrower or a
Subsidiary, (d) exists in any agreement in effect at the time such
Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not
entered into in contemplation of such person becoming a Subsidiary or
(e) is imposed by any amendments or refinancings that are otherwise
permitted by the Loan Documents of the contracts, instruments or obligations
referred to in clause (3) or (4)(d); provided that such amendments
and refinancings are no more materially restrictive with respect to such
prohibitions and limitations than those prior to such amendment or
refinancing.

     

    
      
        
        

      

      
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    SECTION
6.19 Anti-Terrorism Law;
Anti-Money Laundering.

     

    (a) Directly
or indirectly, (i) knowingly conduct any business or engage in making or
receiving any contribution of funds, goods or services to or for the benefit of
any person described in Section 3.22,
(ii) knowingly deal in, or otherwise engage in any transaction relating to,
any property or interests in property blocked pursuant to the Executive Order or
any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any
certification or other evidence requested from time to time by any Lender in its
reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.19).

     

    (b) Cause or
permit any of the funds of such Loan Party that are used to repay the Loans to
be derived from any unlawful activity with the result that the making of the
Loans would be in violation of any Requirement of Law.

     

    SECTION
6.20 Embargoed
Person

     

    (a) .  Cause
or permit (a) any of the funds or properties of the Loan Parties that are
used to repay the Loans to constitute property of, or be beneficially owned
directly or indirectly by, any person subject to sanctions or trade restrictions
under United States law (“Embargoed Person” or “Embargoed Persons”) that is
identified on (1) the “List of Specially Designated Nationals and Blocked
Persons” maintained by OFAC and/or on any other similar list maintained by OFAC
pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the
Enemy Act, 50 U.S.C. App. 1 et
seq., and any Executive Order or Requirement of Law promulgated
thereunder, with the result that the investment in the Loan Parties (whether
directly or indirectly) is prohibited by a Requirement of Law, or the Loans made
by the Lenders would be in violation of a Requirement of Law, or (2) the
Executive Order, any related enabling legislation or any other similar Executive
Orders or (b) any Embargoed Person to have any direct or indirect interest,
of any nature whatsoever in the Loan Parties, with the result that the
investment in the Loan Parties (whether directly or indirectly) is prohibited by
a Requirement of Law or the Loans are in violation of a Requirement of
Law.

     

    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 Joint Venture and activities
incidental thereto.

     

    ARTICLE
VII

    GUARANTEE

     

    SECTION
7.01 The
Guarantee.  The
Guarantors hereby jointly and severally guarantee, as a primary obligor and not
as a surety to each Secured Party and their respective successors and assigns,
the prompt payment in full when due (whether at stated maturity, by required
prepayment, declaration, demand, by acceleration or otherwise) of the principal
of and interest (including any interest, fees, costs or charges that would
accrue but for the provisions of the Title 11 of the United States Code after
any bankruptcy or insolvency petition under Title 11 of the United States Code)
on the Loans made by the Lenders to, and the Notes held by each Lender of,
Borrower, and all other Secured Obligations from time to time owing to the
Secured Parties by 

     

    
      
        
        

      

      
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    any Loan
Party under any Loan Document or any Hedging Agreement entered into with a
counterparty that is a Secured Party, in each case strictly in accordance with
the terms thereof (such obligations being herein collectively called the
“Guaranteed Obligations”).  The Guarantors hereby jointly and
severally agree that if Borrower or other Guarantor(s) shall fail to pay in full
when due (whether at stated maturity, by acceleration or otherwise) any of the
Guaranteed Obligations, the Guarantors will promptly pay the same in cash,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Guaranteed Obligations, the same
will be promptly paid in full when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

     

    SECTION
7.02 Obligations
Unconditional.  The
obligations of the Guarantors under Section 7.01
shall constitute a guaranty of payment and to the fullest extent permitted by
applicable Requirements of Law, are absolute, irrevocable and unconditional,
joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the Guaranteed Obligations of Borrower under this
Agreement, the Notes, if any, or any other agreement or instrument referred to
herein or therein, or any substitution, release or exchange of any other
guarantee of or security for any of the Guaranteed Obligations, and,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or Guarantor
(except for payment in full).  Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Guarantors hereunder which shall
remain absolute, irrevocable and unconditional under any and all circumstances
as described above:

     

    (i) at any
time or from time to time, without notice to the Guarantors, the time for any
performance of or compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived;

     

    (ii) any of
the acts mentioned in any of the provisions of this Agreement or the Notes, if
any, or any other agreement or instrument referred to herein or therein shall be
done or omitted;

     

    (iii) the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be amended in any respect, or any right under
the Loan Documents or any other agreement or instrument referred to herein or
therein shall be amended or waived in any respect or any other guarantee of any
of the Guaranteed Obligations or any security therefor shall be released or
exchanged in whole or in part or otherwise dealt with;

     

    (iv) any Lien
or security interest granted to, or in favor of, Issuing Bank or any Lender or
Agent as security for any of the Guaranteed Obligations shall fail to be
perfected; or

     

    (v) the
release of any other Guarantor pursuant to Section 7.09.

     

    The
Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that any Secured Party
exhaust any right, power or remedy or proceed against Borrower under this
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    other
agreement or instrument referred to herein or therein, or against any other
person under any other guarantee of, or security for, any of the Guaranteed
Obligations.  The Guarantors waive any and all notice of the creation,
renewal, extension, waiver, termination or accrual of any of the Guaranteed
Obligations and notice of or proof of reliance by any Secured Party upon this
Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Guarantee, and all dealings between Borrower and
the Secured Parties shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Guarantee.  This Guarantee shall be
construed as a continuing, absolute, irrevocable and unconditional guarantee of
payment without regard to any right of offset with respect to the Guaranteed
Obligations at any time or from time to time held by Secured Parties, and the
obligations and liabilities of the Guarantors hereunder shall not be conditioned
or contingent upon the pursuit by the Secured Parties or any other person at any
time of any right or remedy against Borrower or against any other person which
may be or become liable in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right of
offset with respect thereto.  This Guarantee shall remain in full
force and effect and be binding in accordance with and to the extent of its
terms upon the Guarantors and the successors and assigns thereof, and shall
inure to the benefit of the Lenders, and their respective successors and
assigns, notwithstanding that from time to time during the term of this
Agreement there may be no Guaranteed Obligations outstanding.

     

    SECTION
7.03 Reinstatement.  The
obligations of the Guarantors under this Article VII
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of Borrower or other Loan Party in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise.

     

    SECTION
7.04 Subrogation;
Subordination.  Each
Guarantor hereby agrees that until the indefeasible payment and satisfaction in
full in cash of all Guaranteed Obligations and the expiration and termination of
the Commitments of the Lenders under this Agreement it shall waive any claim and
shall not exercise any right or remedy, direct or indirect, arising by reason of
any performance by it of its guarantee in Section 7.01,
whether by subrogation or otherwise, against Borrower or any other Guarantor of
any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.  Any Indebtedness of any Loan Party permitted pursuant to
Section 6.01(d)
shall be subordinated to such Loan Party’s Secured Obligations in the manner set
forth in the Intercompany Note evidencing such Indebtedness.

     

    SECTION
7.05 Remedies.  The
Guarantors jointly and severally agree that, as between the Guarantors and the
Lenders, the obligations of Borrower under this Agreement and the Notes, if any,
may be declared to be forthwith due and payable as provided in Section 8.01
(and shall be deemed to have become automatically due and payable in the
circumstances provided in Section 8.01)
for purposes of Section 7.01,
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or such obligations from becoming automatically due and payable) as
against Borrower and that, in the event of such declaration (or such obligations
being deemed to have become automatically due and payable), such obligations
(whether or not due and payable by Borrower) shall forthwith become due and
payable by the Guarantors for purposes of Section 7.01.

     

    
      
        
        

      

      
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    SECTION
7.06 Instrument for the Payment
of Money.  Each
Guarantor hereby acknowledges that the guarantee in this Article VII
constitutes an instrument for the payment of money, and consents and agrees that
any Lender or Agent, at its sole option, in the event of a dispute by such
Guarantor in the payment of any moneys due hereunder, shall have the right to
bring a motion-action under New York CPLR Section 3213.

     

    SECTION
7.07 Continuing
Guarantee.  The
guarantee in this Article VII is a continuing guarantee of payment, and
shall apply to all Guaranteed Obligations whenever arising.

     

    SECTION
7.08 General Limitation on
Guarantee Obligations.  In
any action or proceeding involving any state corporate limited partnership or
limited liability company law, or any applicable state, federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under Section 7.01
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 7.01,
then, notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Guarantor, any Loan Party or
any other person, be automatically limited and reduced to the highest amount
that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding.

     

    SECTION
7.09 Release of
Guarantors.  If,
in compliance with the terms and provisions of the Loan Documents, all or
substantially all of the Equity Interests or property of any Guarantor are sold
or otherwise transferred (a “Transferred Guarantor”) to a
person or persons, none of which is Borrower or a Subsidiary, such Transferred
Guarantor shall, upon the consummation of such sale or transfer, be released
from its obligations under this Agreement (including under Section 10.03
hereof) and its obligations to pledge and grant any Collateral owned by it
pursuant to any Security Document and, in the case of a sale of all or
substantially all of the Equity Interests of the Transferred Guarantor, the
pledge of such Equity Interests to the Collateral Agent pursuant to the Security
Agreements shall be released, and the Collateral Agent shall take such actions
as are necessary to effect each release described in this Section 7.09 in
accordance with the relevant provisions of the Security Documents.

     

    ARTICLE
VIII

    EVENTS
OF DEFAULT

     

    SECTION
8.01 Events of
Default.  Upon
the occurrence and during the continuance of the following events (“Events of
Default”):

     

    (a) default
shall be made in the payment of any principal of any Loan or any Reimbursement
Obligation when and as the same shall become due and payable, whether at the due
date thereof or at a date fixed for prepayment (whether voluntary or mandatory)
thereof or by acceleration thereof or otherwise;

     

    (b) default
shall be made in the payment of any interest on any Loan or any Fee or any other
amount (other than an amount referred to in paragraph (a) above) due under
any Loan Document, when and as the same shall become due and payable, and such
default shall continue unremedied for a period of three Business
Days;

     

    
      
        
        

      

      
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    (c) any
representation or warranty made or deemed made in or in connection with or
pursuant to any Loan Document or the borrowings or issuances of Letters of
Credit hereunder or in any notice or certificate delivered hereunder, shall
prove to have been false or misleading in any material respect when so made,
deemed made or furnished;

     

    (d) default
shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in Section 5.02(a),
5.03(a) or
5.08 or in
Article VI;

     

    (e) default
shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in any Loan Document (other than
those specified in paragraphs (a), (b) or (d) immediately above) and such
default shall continue unremedied or shall not be waived for a period of
30 days after written notice thereof from the Administrative Agent or any
Lender to Borrower;

     

    (f) any
Company shall (i) fail to pay any principal or interest, regardless of
amount, due in respect of any Indebtedness (other than the Obligations), when
and as the same shall become due and payable beyond any applicable grace period,
or (ii) fail to observe or perform any other term, covenant, condition or
agreement contained in any agreement or instrument evidencing or governing any
such Indebtedness if the effect of any failure referred to in this
clause (ii) is to cause, or to permit the holder or holders of such
Indebtedness or a trustee or other representative on its or their behalf (with
or without the giving of notice, the lapse of time or both) to cause, such
Indebtedness to become due prior to its stated maturity or become subject to a
mandatory offer purchase by the obligor; provided that it shall not
constitute an Event of Default pursuant to this paragraph (f) unless the
aggregate amount of all such Indebtedness referred to in clauses (i) and
(ii) exceeds $10.0 million at any one time (provided that, in the case of
Hedging Obligations, the amount counted for this purpose shall be the amount
payable by all Companies if such Hedging Obligations were terminated at such
time);

     

    (g) an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of
any Company, or of a substantial part of the property of any Company, under
Title 11 of the United States Code, as now constituted or hereafter amended, or
any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law; (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Company or for a
substantial part of the property of any Company; or (iii) the winding-up or
liquidation of any Company; and such proceeding or petition shall continue
undismissed and unstayed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;

     

    (h) any
Company shall (i) voluntarily commence any proceeding or file any petition
seeking relief under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other federal, state or foreign bankruptcy,
insolvency, receivership or similar law; (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or the
filing of any petition described in clause (g) above; (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any Company or for a substantial part of the
property of any Company; (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding; (v) make
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    assignment
for the benefit of creditors; (vi) admit in writing its inability or fail
generally to pay its debts as they become due; (vii) take any action for
the purpose of effecting any of the foregoing; or (viii) subject to the
rights of Subsidiaries of Borrower under Section 6.05(e), wind
up or liquidate;

     

    (i) one or
more judgments, orders or decrees for the payment of money in an aggregate
amount in excess of $10.0 million (that are not covered by insurance from an
insurance company with an A.M. Best financial strength rating of at least A-, it
being understood that even if such amounts are covered by insurance from such an
insurance company such amounts shall count against such basket if responsibility
for such amounts has been denied by such insurance company) shall be rendered
against any Company or any combination thereof and the same shall remain
undischarged, unvacated or unbonded for a period of 30 consecutive days during
which execution shall not be effectively stayed, or any action shall be legally
taken by a judgment creditor to levy upon properties of any Company to enforce
any such judgment;

     

    (j) one or
more ERISA Events shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other such ERISA Events, could reasonably
be expected to result in a Material Adverse Effect;

     

    (k) any
security interest and Lien purported to be created by any Security Document with
respect to any Collateral worth, individually or in the aggregate, in excess of
$1.0 million shall cease to be in full force and effect, or shall cease to give
the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights,
powers and privileges purported to be created and granted under such Security
Document (including a perfected First Priority security interest in and Lien on
all of such Collateral (except as otherwise expressly provided in this Agreement
or such Security Document)) in favor of the Collateral Agent, or shall be
asserted by Borrower or any other Loan Party not to be a valid, perfected, First
Priority (except as otherwise expressly provided in this Agreement or such
Security Document) security interest in or Lien on such Collateral;

     

    (l) any Loan
Document or any material provisions thereof shall at any time and for any reason
be declared by a court of competent jurisdiction to be null and void, or a
proceeding shall be commenced by any Loan Party or any other person, or by any
Governmental Authority, seeking to establish the invalidity or unenforceability
thereof (exclusive of questions of interpretation of any provision thereof), or
any Loan Party shall repudiate or deny any portion of its liability or
obligation for the Obligations; or

     

    (m) there
shall have occurred a Change in Control;

     

    then, and
in every such event (other than an event with respect to Regency MLP or Borrower
described in paragraph (g) or (h) above), and at any time thereafter during
the continuance of such event, the Administrative Agent may, and at the request
of the Required Lenders shall, by notice to Borrower, take either or both of the
following actions, at the same or different times:  (i) terminate
forthwith the Commitments and (ii) declare the Loans and Reimbursement
Obligations then outstanding to be forthwith due and payable in whole or in
part, whereupon the principal of the Loans and Reimbursement Obligations so
declared to be due and payable, together with accrued interest thereon and any
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    accrued
hereunder and under any other Loan Document, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by Borrower and the Guarantors,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event, with respect to Borrower described in
paragraph (g) or (h) above, the Commitments shall automatically terminate
and the principal of the Loans and Reimbursement Obligations then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
Obligations of Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by
Borrower and the Guarantors, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

     

    SECTION
8.02 Rescission.  If
at any time after termination of the Commitments or acceleration of the maturity
of the Loans, Borrower shall pay all arrears of interest and all payments on
account of principal of the Loans and Reimbursement Obligations owing by it that
shall have become due otherwise than by acceleration (with interest on principal
and, to the extent permitted by law, on overdue interest, at the rates specified
herein) and all Defaults (other than non-payment of principal of and accrued
interest on the Loans due and payable solely by virtue of acceleration) shall be
remedied or waived pursuant Section 10.02,
then upon the written consent of the Required Lenders and written notice to
Borrower, the termination of the Commitments or the acceleration and their
consequences may be rescinded and annulled; but such action shall not affect any
subsequent Default or impair any right or remedy consequent
thereon.  The provisions of the preceding sentence are intended merely
to bind the Lenders and the Issuing Bank to a decision that may be made at the
election of the Required Lenders, and such provisions are not intended to
benefit Borrower and do not give Borrower the right to require the Lenders to
rescind or annul any acceleration hereunder, even if the conditions set forth
herein are met.

     

    SECTION
8.03 Application of
Proceeds.  The
proceeds received by the Collateral Agent in respect of any sale of, collection
from or other realization upon all or any part of the Collateral pursuant to the
exercise by the Collateral Agent of its remedies shall be applied, in full or in
part, together with any other sums then held by the Collateral Agent pursuant to
this Agreement, promptly by the Collateral Agent as follows:

     

    (a) First, to the payment of all
reasonable costs and expenses, fees, commissions and taxes of such sale,
collection or other realization including compensation to the Collateral Agent
and its agents and counsel, and all expenses, liabilities and advances made or
incurred by the Collateral Agent in connection therewith and all amounts for
which the Collateral Agent is entitled to indemnification pursuant to the
provisions of any Loan Document, together with interest on each such amount at
the highest rate then in effect under this Agreement from and after the date
such amount is due, owing or unpaid until paid in full;

     

    (b) Second, to the payment of all
other reasonable costs and expenses of such sale, collection or other
realization including compensation to the other Secured Parties and their agents
and counsel and all costs, liabilities and advances made or incurred by the
other Secured Parties in connection therewith, together with interest on each
such amount at the highest rate then in effect under this Agreement from and
after the date such amount is due, owing or unpaid until paid in
full;

     

    
      
        
        

      

      
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    (c) Third, without duplication of
amounts applied pursuant to clauses (a) and (b) above, to the indefeasible
payment in full in cash, pro
rata, of interest and other amounts constituting Obligations (other than
principal and Reimbursement Obligations) and any fees, premiums and scheduled
periodic payments due under Hedging Agreements constituting Secured Obligations
and any interest accrued thereon, in each case equally and ratably in accordance
with the respective amounts thereof then due and owing;

     

    (d) Fourth, to the indefeasible
payment in full in cash, pro
rata, of principal amount of the Obligations (including Reimbursement
Obligations) and any breakage, termination or other payments under Hedging
Agreements constituting Secured Obligations and any interest accrued thereon;
and

     

    (e) Fifth, the balance, if any,
to the person lawfully entitled thereto (including the applicable Loan Party or
its successors or assigns) or as a court of competent jurisdiction may
direct.

     

    In the
event that any such proceeds are insufficient to pay in full the items described
in clauses (a) through (e) of this Section 8.03,
the Loan Parties shall remain liable, jointly and severally, for any
deficiency.  Each Loan Party acknowledges the relative rights,
priorities and agreements of the Secured Parties, as set forth in this
Agreement, including as set forth in this Section
8.03.

     

    SECTION
8.04 Right to
Cure.  Notwithstanding
anything to the contrary contained in Section 8.01, in
the event that Borrower fails to comply with the requirements of Section 6.10(a) or
(b), until the
expiration of the 10th day subsequent to the date the certificate calculating
such covenant is required to be delivered pursuant to Section 5.01(c),
Regency MLP shall have the right to issue Permitted Cure Securities for cash or
otherwise receive cash contributions to the capital of Regency MLP, and, in each
case, to contribute any such cash to the capital of Borrower (collectively, the
“Cure Right”), and upon
the receipt by Borrower of such cash (the “Cure Amount”) pursuant to the
exercise by Regency MLP of such Cure Right such covenant shall be recalculated
giving effect to the following pro forma
adjustments:

     

    (i) Consolidated
EBITDA shall be increased, solely for the purpose of measuring such covenants
and not for any other purpose under this Agreement, by an amount equal to the
Cure Amount; and

     

    (ii) If, after
giving effect to the foregoing recalculations, the Reporting Entity shall then
be in compliance with the requirements of all such covenants, the Reporting
Entity shall be deemed to have satisfied the requirements of such covenants as
of the relevant date of determination with the same effect as though there had
been no failure to comply therewith at such date, and the applicable breach or
default of either such covenant that had occurred shall be deemed cured for this
purposes of the Agreement.

     

    In each
Test Period, (x) there shall be at least two fiscal quarters in which no cure
set forth in this Section 8.04 is made
and (y) the Cure Amount applied to the Cure Right shall not exceed 15% of
Consolidated EBITDA for such Test Period.

     

    
      
        
        

      

      
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    ARTICLE
IX

    THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

     

    SECTION
9.01 Appointment and
Authority.  Each
of the Lenders and the Issuing Bank hereby irrevocably appoints Wachovia Bank,
National Association, to act on its behalf as the Administrative Agent and the
Collateral Agent hereunder and under the other Loan Documents and authorizes
such Agents to take such actions on its behalf and to exercise such powers as
are delegated to such Agents by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto.  The
provisions of this Article are solely for the benefit of the Administrative
Agent, the Collateral Agent, the Lenders and the Issuing Bank, and neither
Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.

     

    SECTION
9.02 Rights as a
Lender.  Each
person serving as an Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though
it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include each
person serving as an Agent hereunder in its individual capacity.  Such
person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with Borrower or any Subsidiary or other Affiliate thereof
as if such person were not an Agent hereunder and without any duty to account
therefor to the Lenders.

     

    SECTION
9.03 Exculpatory
Provisions.  No
Agent shall have any duties or obligations except those expressly set forth
herein and in the other Loan Documents.  Without limiting the
generality of the foregoing, no Agent:

     

    (i) shall be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

     

    (ii) shall
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that such Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan
Documents); provided
that such Agent shall not be required to take any action that, in its judgment
or the judgment of its counsel, may expose such Agent to liability or that is
contrary to any Loan Document or applicable Requirements of Law;
and

     

    (iii) shall,
except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any
information relating to Borrower or any of its Affiliates that is communicated
to or obtained by the person serving as such Agent or any of its Affiliates in
any capacity.

     

    No Agent
shall be liable for any action taken or not taken by it (x) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circums-

     

    
      
        
        

      

      
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    tances as
provided in Section 10.02)
or (y) in the absence of its own gross negligence or willful
misconduct.  No Agent shall be deemed to have knowledge of any Default
unless and until notice describing such Default is given to such Agent by
Borrower, a Lender or the Issuing Bank.

     

    No Agent
shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with
this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to such Agent.  Without limiting the generality of the
foregoing, the use of the term “agent” in this Agreement with reference to the
Administrative Agent or the Collateral Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law.  Instead, such term us used merely as
a matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting
parties.

     

    SECTION
9.04 Reliance by
Agent.  Each
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper
person.  Each Agent also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper person, and
shall not incur any liability for relying thereon.  In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the Issuing Bank, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the Issuing Bank unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the Issuing Bank prior to the making of such Loan or the issuance of such
Letter of Credit.  Each Agent may consult with legal counsel (who may
be counsel for Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or
experts.

     

    SECTION
9.05 Delegation of
Duties.  Each
Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more
sub-agents appointed by such Agent.  Each Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of
each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Agent.

     

    SECTION
9.06 Resignation of
Agent.  Each
Agent may at any time give notice of its resignation to the Lenders, the Issuing
Bank and Borrower.  Upon receipt of any such notice of resignation,
the Required Lenders shall have the right, in consultation with Borrower, to
ap-

     

    
      
        
        

      

      
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    point a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States.  If no
such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may on behalf of the
Lenders and the Issuing Bank, appoint a successor Agent meeting the
qualifications set forth above provided that if the Agent shall notify Borrower
and the Lenders that no qualifying person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Collateral Agent on behalf of the
Lenders or the Issuing Bank under any of the Loan Documents, the retiring
Collateral Agent shall continue to hold such collateral security as nominee
until such time as a successor Collateral Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through an Agent shall instead be made by or to each Lender and the Issuing Bank
directly, until such time as the Required Lenders appoint a successor Agent as
provided for above in this paragraph.  Upon the acceptance of a
successor’s appointment as Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Agent, and the retiring Agent shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this
paragraph).  The fees payable by Borrower to a successor Agent shall
be the same as those payable to its predecessor unless otherwise agreed between
Borrower and such successor.  After the retiring Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article IX and
Section 10.03
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Agent was acting as
Agent.

     

    SECTION
9.07 Non-Reliance on Agent and
Other Lenders.  Each
Lender and the Issuing Bank acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender and the Issuing
Bank also acknowledges that it will, independently and without reliance upon any
Agent or any other Lender and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.

     

    SECTION
9.08 No Other Duties, etc.;
Appointment.  Anything
herein to the contrary notwithstanding, none of the Bookmanagers, Arrangers or
Co-Syndication Agents listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
the Collateral Agent, a Lender or the Issuing Bank hereunder.  The
Administrative Agent and Borrower may appoint additional or different
Co-Syndication Agents and amend (or amend and restate) this Agreement to reflect
such appointments without the approval of any Lender other than any resigning
Co-Syndication Agent.

     

    
      
        
        

      

      
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    ARTICLE
X

    MISCELLANEOUS

     

    SECTION
10.01 Notices.

     

    (a)           Generally.  Except
in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in paragraph (b) below), all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows:

     

    (i) if to any
Loan Party, to Borrower at:

     

    Regency
Gas Services LP

    2001
Bryan St.

    Suite
3700

    Dallas,
Texas  75201

    Attention:  Stephen
L. Arata

    Telecopier
No.:  (214) 840-5515

    E-mail:  stephen.arata@regencygas.com

     

    with a
copy to:

    


    Regency
Gas Services LP

    2001
Bryan St.

    Suite
3700

    Dallas,
Texas  75201

    Attention:  Paul
M. Jolas

    Telecopier
No.:  (214) 840-5515

    E-mail:  paul.jolas@regencygas.com

     

    with a
copy to:

     

    Locke
Lord Bissell & Liddell LLP

    600
Travis, Suite 2500

    Houston,
Texas 77002

    Attention:
Kenneth M. Anderson

    Telecopier
No.: (713) 229-2600

    E-mail:  kmanderson@lockelord.com

     

    (ii) if to the
Administrative Agent, the Collateral Agent, Swingline Lender or Issuing Bank, to
it at:

     

    Wachovia
Bank, National Association

    1445 Ross
Avenue, Suite 4500

    Dallas,
TX 75202

    Attention:  Alan
Alexander

    Telecopier
No.:  (214) 721-8215

     

    
      
        
        

      

      
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    E-mail:  alexana@wellsfargo.com

     

    (iii) if to a
Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire.

     

    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in paragraph (b) below, shall be effective as provided in
said paragraph (b).

     

    (b) Electronic
Communications.  Notices and other communications to the
Lenders and the Issuing Bank hereunder may (subject to Section 10.01(d)) be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the foregoing
shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II if
such Lender or the Issuing Bank, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent, the Collateral Agent or
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it (including as set forth in Section 10.01(d));
provided that approval
of such procedures may be limited to particular notices or
communications.

     

    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the
opening of business on the next business day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address
therefor.

     

    (c) Change of Address,
Etc.  Any party hereto may change its address or telecopier
number for notices and other communications hereunder by notice to the other
parties hereto.

     

    (d) Posting.   Each
Loan Party hereby agrees that it will provide to the Administrative Agent all
information, documents and other materials that it is obligated to furnish to
the Administrative Agent pursuant to this Agreement and any other Loan Document,
including all notices, requests, financial statements, financial and other
reports, certificates and other information materials, but excluding any such
communication that (i) relates to a request for a new, or a conversion of an
existing, Borrowing or other extension of credit (including any election of an
interest rate or interest period relating thereto), (ii) relates to the payment
of any principal or other amount due under this Agreement prior to the scheduled
date therefor, (iii) provides notice of any Default under this Agreement or
(iv) is required to be delivered to satisfy any condition 

     

    
      
        
        

      

      
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    precedent
to the effectiveness of this Agreement and/or any borrowing or other extension
of credit hereunder (all such non-excluded communications, collectively, the
“Communications”), by transmitting the Communications in an electronic/soft
medium in a format reasonably acceptable to the Administrative Agent at
alexana@wellsfargo.com or at such other e-mail address(es) provided to Borrower
from time to time or in such other form, including hard copy delivery thereof,
as the Administrative Agent shall require.  In addition, each Loan
Party agrees to continue to provide the Communications to the Administrative
Agent in the manner specified in this Agreement or any other Loan Document or in
such other form, including hard copy delivery thereof, as the Administrative
Agent shall require.  Nothing in this Section 10.01 shall
prejudice the right of the Agents, any Lender or any Loan Party to give any
notice or other communication pursuant to this Agreement or any other Loan
Document in any other manner specified in this Agreement or any other Loan
Document or as any such Agent shall require.

     

    To the
extent consented to by the Administrative Agent in writing from time to time,
Administrative Agent agrees that receipt of the Communications by the
Administrative Agent at its e-mail address(es) set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for
purposes of the Loan Documents; provided that Borrower shall
also deliver to the Administrative Agent an executed original of each Compliance
Certificate required to be delivered hereunder.

     

    Each Loan
Party further agrees that Administrative Agent may make the Communications
available to the Lenders by posting the Communications on Intralinks or a
substantially similar electronic transmission system (the “Platform”).  The
Platform is provided “as is” and “as available.”  The Agents do not
warrant the accuracy or completeness of the Communications, or the adequacy of
the Platform and expressly disclaim liability for errors or omissions in the
communications.  No warranty of any kind, express, implied or
statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by any Agent in connection
with the Communications or the Platform.  In no event shall the
Administrative Agent or any of its Related Parties have any liability to the
Loan Parties, any Lender or any other person for damages of any kind, including
direct or indirect, special, incidental or consequential damages, losses or
expenses (whether in tort, contract or otherwise) arising out of any Loan
Party’s or the Administrative Agent’s transmission of communications through the
Internet, except to the extent the liability of such person is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from such person’s gross negligence or willful misconduct.

     

    SECTION
10.02 Waivers;
Amendment.

     

    (a) Generally.  No
failure or delay by any Agent, the Issuing Bank or any Lender in exercising any
right or power hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of each Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provision of any Loan Document or
consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by this Sec-

     

    
      
        
        

      

      
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    tion 10.02, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.  Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Default, regardless of whether any Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.  No notice or demand on Borrower in any case shall entitle
Borrower to any other or further notice or demand in similar or other
circumstances.

     

    (b) Required
Consents.  Subject to Sections 10.02(c) and
(d), neither
this Agreement nor any other Loan Document nor any provision hereof or thereof
may be waived, amended, supplemented or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by
Borrower and the Required Lenders or, in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the
Administrative Agent, the Collateral Agent (in the case of any Security
Document) and the Loan Party or Loan Parties that are party thereto, in each
case with the written consent of the Required Lenders; provided that no such
agreement shall be effective if the effect thereof would:

     

    (i) increase
the Commitment of any Lender without the written consent of such Lender (it
being understood that no amendment, modification, termination, waiver or consent
with respect to any condition precedent, covenant or Default shall constitute an
increase in the Commitment of any Lender);

     

    (ii) reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon (other than interest pursuant to Section 2.06(c)), or
reduce any Fees payable hereunder, or change the form or currency of payment of
any Obligation, without the written consent of each Lender directly affected
thereby (it being understood that any amendment or modification to the financial
definitions in this Agreement shall not constitute a reduction in the rate of
interest for purposes of this clause (ii));

     

    (iii) (A)
change the scheduled final maturity of any Loan, (B) postpone the date for
payment of any Reimbursement Obligation or any interest or fees payable
hereunder, (C) change the amount of, waive or excuse any such payment (other
than waiver of any increase in the interest rate pursuant to Section 2.06(c)), or
(D) postpone the scheduled date of expiration of any Commitment or any Letter of
Credit beyond the Revolving Maturity Date, in any case, without the written
consent of each Lender directly affected thereby;

     

    (iv) increase
the maximum duration of Interest Periods hereunder, without the written consent
of each Lender directly affected thereby;

     

    (v) permit
the assignment or delegation by Borrower of any of its rights or obligations
under any Loan Document, without the written consent of each
Lender;

     

    (vi) release
Regency MLP or all or substantially all of the Subsidiary Guarantors from their
Guarantee (except as expressly provided in Article VII), or
limit their liability in respect of such Guarantee, without the written consent
of each Lender;

     

    (vii) release
all or substantially all of the Collateral from the Liens of the Security
Documents or alter the relative priorities of the Secured Obligations entitled
to the 

     

    
      
        
        

      

      
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    Liens of
the Security Documents, in each case without the written consent of each Lender
(it being understood that additional Classes of Loans pursuant to Sections 2.19 and
2.20 or
consented to by the Required Lenders may be equally and ratably secured by the
Collateral with the then existing Secured Obligations under the Security
Documents);

     

    (viii) change
Section 2.14(b)
or (c) in a
manner that would alter the pro rata sharing of payments
or setoffs required thereby or any other provision in a manner that would alter
the pro rata allocation
among the Lenders of Loan disbursements, including the requirements of Sections 2.02(a),
2.17(d) and
2.18(d),
without the written consent of each Lender directly affected
thereby;

     

    (ix) change
any substantive provision of this Section 10.02(b)
or Section
10.02(c) or (d), without the
written consent of each Lender directly affected thereby (except for additional
restrictions on amendments or waivers for the benefit of Lenders of additional
Classes of Loans pursuant to Section 2.19 or
consented to by the Required Lenders);

     

    (x) change
the percentage set forth in the definition of “Required Lenders,” “Required
Class Lenders,” “Required Revolving Lenders” or any other provision of any Loan
Document (including this Section) specifying the number or percentage of Lenders
(or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), other than to increase such percentage or number or to give any
additional Lender or group of Lenders such right to waive, amend or modify or
make any such determination or grant any such consent;

     

    (xi) change
the application of prepayments as among or between Classes under Section 2.10(e),
without the written consent of the Required Class Lenders of each Class that is
being allocated a lesser prepayment as a result thereof (it being understood
that the Required Lenders may waive, in whole or in part, any prepayment so long
as the application, as between Classes, of any portion of such prepayment that
is still required to be made is not changed);

     

    (xii) change or
waive any provision of Article X as the same
applies to any Agent, or any other provision hereof as the same applies to the
rights or obligations of any Agent, in each case without the written consent of
such Agent;

     

    (xiii) change or
waive any obligation of the Lenders relating to the issuance of or purchase of
participations in Letters of Credit, without the written consent of the Required
Revolving Lenders, the Administrative Agent and the Issuing Bank;

     

    (xiv) change or
waive any provision hereof relating to Swingline Loans (including the definition
of “Swingline Commitment”), without the written consent of the Swingline Lender;
or

     

    (xv) expressly
change or waive any condition precedent in Section 4.02 to
any Revolving Borrowing without the written consent of the Required Revolving
Lenders.

     

    
      
        
        

      

      
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    Notwithstanding
anything in this Section 10.02 to the
contrary, any Increase Joinder or Revolving Loan Joinder may, without the
consent of any Lenders other than those participating in such joinder, effect
such amendments to this Agreement and the other Loan Documents as may be
necessary or appropriate, in the opinion of the Administrative Agent, to effect
the provisions of Section 2.19 or 2.20, as
applicable.

     

    (c) Collateral.  Without
the consent of any other person, the applicable Loan Party or Parties and the
Administrative Agent and/or Collateral Agent may (in its or their respective
sole discretion, or shall, to the extent required by any Loan Document) enter
into any amendment or waiver of any Loan Document, or enter into any new
agreement or instrument, to effect the granting, perfection, protection,
expansion or enhancement of any security interest in any Collateral or
additional property to become Collateral for the benefit of the Secured Parties,
or as required by local law to give effect to, or protect any security interest
for the benefit of the Secured Parties, in any property or so that the security
interests therein comply with applicable Requirements of Law.

     

    (d) Dissenting
Lenders.  If, in connection with any proposed change, waiver,
discharge or termination of the provisions of this Agreement as contemplated by
Section 10.02(b),
the consent of the Required Lenders is obtained but the consent of one or more
of such other Lenders whose consent is required is not obtained, then Borrower
shall have the right to replace such non-consenting Lender or Lenders, so long
as all non-consenting Lenders are so replaced (or, at the option of Borrower if
the respective non-consenting Lenders’ consent is required with respect to less
than all Classes of Loans (or related Commitments), to replace only the
Commitments and/or Loans of the respective non-consenting Lender that gave rise
to the need to obtain such Lender’s individual consent), with one or more
persons pursuant to Section 2.16 so
long as at the time of such replacement each such new Lender consents to the
proposed change, waiver, discharge or termination.

     

    SECTION
10.03 Expenses; Indemnity; Damage
Waiver.

     

    (a) Costs and
Expenses.  Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent and their respective Affiliates (including the reasonable fees, charges
and disbursements of counsel, and local counsel who specialize in gas and
pipeline matters, for the Administrative Agent and/or the Collateral Agent) in
connection with the syndication of the credit facilities provided for herein
(including the obtaining and maintaining of CUSIP numbers for the Loans), the
preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank
(including the fees, charges and disbursements of any counsel, and local counsel
who specialize in gas and pipeline matters, for the Administrative Agent, the
Collateral Agent, any Lender or the Issuing Bank), in connection with the
enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section 10.03, or
(B) in connection with the Loans made or Letters of Credit issued
hereunder, in-

     

    
      
        
        

      

      
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    cluding
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit and (iv) all
documentary and similar taxes and charges in respect of the Loan
Documents.

     

    (b) Indemnification by
Borrower.  Borrower shall indemnify the Administrative Agent
(and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof)
each Lender and the Issuing Bank, and each Related Party of any of the foregoing
persons (each such person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses (including the fees, charges and disbursements of any
counsel, and local counsel who specialize in gas and pipeline matters, for any
Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by Borrower or any other Loan Party arising out of, in connection
with, or as a result of (i) the execution or delivery of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed
use of the proceeds therefrom (including any refusal by the Issuing Bank to
honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or Release or
threatened Release of Hazardous Materials on, at, under or from any property
owned, leased or operated by any Company at any time, or any Environmental Claim
related in any way to any Company, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by Borrower or any other Loan Party against
an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if Borrower or such Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction; provided, further, that Borrower shall
not be required to reimburse the legal fees and expenses of more than one
outside counsel (in addition to any reasonably necessary special counsel and up
to one local counsel in each applicable local jurisdiction) for all Indemnitees
unless, in the reasonable written opinion of outside counsel to such
Indemnitees, representation of all such Indemnitees would be inappropriate due
to the existence of an actual or potential conflict of interest.

     

    (c) Reimbursement by
Lenders.  To the extent that Borrower for any reason fails to
indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be
paid by it to the Administrative Agent (or any sub-agent thereof), the
Collateral Agent, the Issuing Bank, the Swingline Lender or any Related Party of
any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof),
the Issuing Bank, the Swingline Lender or such Related Party, as the case may
be, such Lender’s pro
rata share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case 

     

    
      
        
        

      

      
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    may be,
was incurred by or asserted against the Administrative Agent (or any such
sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline
Lender or the Issuing Bank in its capacity as such, or against any Related Party
of any of the foregoing acting for the Administrative Agent (or any such
sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline
Lender or Issuing Bank in connection with such capacity.  The
obligations of the Lenders under this paragraph (c) are subject to the
provisions of Section
2.14.  For purposes hereof, a Lender’s “pro rata share” shall
be determined based upon its share of the sum of the total Revolving Exposure,
outstanding Incremental Term Loans and unused Commitments at the
time.

     

    (d) Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
Requirements of Law, no Loan Party shall assert, and each Loan Party hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof.  No Indemnitee referred to
in paragraph (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.

     

    (e) Payments.  All
amounts due under this Section shall be payable not later than 3 Business Days
after demand therefor.

     

    SECTION
10.04 Successors and
Assigns.

     

    (a) Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent, the Collateral Agent, the Issuing
Lender, the Swingline Lender and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of paragraph (b) of this
Section 10.04,
(ii) by way of participation in accordance with the provisions of paragraph
(d) of this Section 10.04 or
(iii) by way of pledge or assignment of a security interest subject to the
restrictions of paragraph (f) of this Section (and any other attempted
assignment or transfer by Borrower or any Lender shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in paragraph (d) of this Section and, to the extent expressly
contemplated hereby, the other Indemnitees) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

     

    (b) Assignments by
Lenders.  Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that

     

    
      
        
        

      

      
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    (i) except in
the case of any assignment made in connection with the primary syndication of
the Commitment and Loans by the Arrangers or an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the applicable Commitment is not then in effect, the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date) shall not be
less than $5.0 million, in the case of any assignment in respect of Tranche 1
Revolving Loans and/or Tranche 1 Revolving Commitments or Tranche 2 Revolving
Loans and/or Tranche 2 Revolving Commitments, or $1.0 million, in the case of
any assignment in respect of Incremental Term Loans and/or Incremental Term Loan
Commitments, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, Borrower otherwise consent (each such
consent not to be unreasonably withheld or delayed) (provided that all amounts
assigned shall be aggregated in calculating the $1.0 million minimum in the
event of simultaneous assignments to or from two or more Lender
Affiliates);

     

    (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement with respect
to the Loan or the Commitment assigned, except that this clause (ii) shall
not prohibit any Lender from assigning all or a portion of its rights and
obligations among separate tranches on a non-pro rata basis;
and

     

    (iii) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together, if the assignment is not to a Lender, an
Affiliate of a Lender or an Approved Fund, with a processing and recordation fee
of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire.

     

    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section 10.04, from
and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12,
2.13, 2.15 and 10.03 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section
10.04.

     

    
      
        
        

      

      
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    (c) Register.  The
Administrative Agent, acting solely for this purpose as an agent of Borrower,
shall maintain at one of its offices in Charlotte, North Carolina a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and Borrower, the Administrative
Agent, the Issuing Bank and the Lenders shall treat each person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by Borrower,
the Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender, at
any reasonable time and from time to time upon reasonable prior
notice.

     

    (d) Participations.  Any
Lender may at any time, without the consent of, or notice to, Borrower, the
Administrative Agent, the Issuing Bank or the Swingline Lender sell
participations to any person (other than a natural person or Borrower or any of
Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) Borrower, the Administrative Agent and
the Lenders and Issuing Bank shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement.

     

    Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of
any  provision of the Loan Documents; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause
(i), (ii) or (iii) of the first proviso to Section 10.02(b) that
affects such Participant.  Subject to paragraph (e) of this Section,
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (subject to the
requirements of those Sections) to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 10.08 as
though it were a Lender, provided such Participant
agrees to be subject to Section 2.14 as
though it were a Lender.

     

    (e) Limitations on Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Sections 2.12, 2.13 and 2.15 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrower’s prior written consent.

     

    (f) Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge
or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party
hereto.  In the case of any Lender that is a fund that invests in bank
loans, such Lender may, without the consent of Bor-

     

    
      
        
        

      

      
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    rower or
the Administrative Agent, collaterally assign or pledge all or any portion of
its rights under this Agreement, including the Loans and Notes or any other
instrument evidencing its rights as a Lender under this Agreement, to any holder
of, trustee for, or any other representative of holders of, obligations owed or
securities issued, by such fund, as security for such obligations or
securities.

     

    SECTION
10.05 Survival of
Agreement.  All
covenants, agreements, representations and warranties made by the Loan Parties
in the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Agents, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or
terminated.  The provisions of Sections 2.12,
2.14, 2.15 and Article X shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the payment of
the Reimbursement Obligations, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision
hereof.

     

    SECTION
10.06 Counterparts; Integration;
Effectiveness; Electronic Execution.

     

    (a) Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Loan Documents, and any
separate letter agreements with respect to fees payable to the Administrative
Agent, constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof.  This
Agreement shall become effective when the conditions set forth in Section 4.01 are
satisfied, and at such time, the signatures of the Agents and the Loan Parties
to this Agreement shall be deemed to be the signatures of such Agents and Loan
Parties to this Agreement.  Borrower, the Guarantors, the Agents and
the Lenders agree that (i) all obligations under the Third Amended and Restated
Credit Agreement, that is amended and restated hereby, shall continue to exist
under and be evidenced by this Agreement and the other Loan Documents and shall
constitute Obligations and (ii) except as expressly stated herein or amended,
the other Loan Documents are ratified and confirmed as remaining unmodified and
in full force and effect with respect to all Secured
Obligations.  Delivery of an executed counterpart of a signature page
of this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Agreement.

     

    (b) Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
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    per-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable Requirement of Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

     

    SECTION
10.07 Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    SECTION
10.08 Right of
Setoff.  If
an Event of Default shall have occurred and be continuing, each Lender, the
Issuing Bank, and each of their respective Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by applicable
Requirements of Law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time
held and other obligations (in whatever currency) at any time owing by such
Lender, the Issuing Bank or any such Affiliate to or for the credit or the
account of Borrower or any other Loan Party against any and all of the
obligations of Borrower or such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender or the Issuing Bank,
irrespective of whether or not such Lender or the Issuing Bank shall have made
any demand under this Agreement or any other Loan Document and although such
obligations of Borrower or such Loan Party may be contingent or unmatured or are
owed to a branch or office of such Lender or the Issuing Bank different from the
branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender, the Issuing Bank and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the Issuing Bank
or their respective Affiliates may have.  Each Lender and the Issuing
Bank agrees to notify Borrower and the Administrative Agent promptly after any
such setoff and application; provided that the failure to
give such notice shall not affect the validity of such setoff and
application.

     

    SECTION
10.09 Governing Law; Jurisdiction;
Consent to Service of Process.

     

    (a) Governing
Law.  This Agreement 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.

     

    (b) Submission to
Jurisdiction.  Each Loan Party hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
fullest extent permitted by applicable law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or any other Loan Document shall
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    right
that the Administrative Agent, the Issuing Bank or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement or any other Loan
Document against any Loan Party or its properties in the courts of any
jurisdiction.

     

    (c) Waiver of
Venue.  Each Loan Party hereby irrevocably and unconditionally
waives, to the fullest extent permitted by applicable Requirements of Law, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in Section
10.09(b).  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Requirements of Law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     

    (d) Service of
Process.  Each party hereto irrevocably consents to service of
process in any action or proceeding arising out of or relating to any Loan
Document, in the manner provided for notices (other than telecopier) in Section
10.01.  Nothing in this Agreement or any other Loan Document
will affect the right of any party hereto to serve process in any other manner
permitted by applicable Requirements of Law.

     

    SECTION
10.10 Waiver of Jury
Trial.  Each
Loan Party hereby waives, to the fullest extent permitted by applicable
Requirements of Law, any right it may have to a trial by jury in any legal
proceeding directly or indirectly arising out of or relating to this Agreement,
any other Loan Document or the transactions contemplated hereby (whether based
on contract, tort or any other theory).  Each party hereto
(a) certifies that no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it and the other parties hereto have been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section.

     

    SECTION
10.11 Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    SECTION
10.12 Treatment of Certain
Information; Confidentiality.  Each
of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it or its Affiliates (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by
applicable Requirements of Law or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 10.12, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
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    ment,
(ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to Borrower and its obligations or (iii) any
rating agency for the purpose of obtaining a credit rating applicable to any
Lender, (g) with the consent of Borrower or (h) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Administrative Agent, any Lender, the
Issuing Bank or any of their respective Affiliates on a nonconfidential basis
from a source other than Borrower.  For purposes of this Section,
“Information” means all information received from Regency MLP or any of its
Subsidiaries relating to Regency MLP or any of its Subsidiaries or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis
prior to disclosure by Regency MLP or any of its Subsidiaries; provided that, in
the case of information received from Regency MLP or any of its Subsidiaries
after the Fifth ARCA Effective Date, such information is clearly identified at
the time of delivery as confidential.  Any person required to maintain
the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such person has
exercised the same degree of care to maintain the confidentiality of such
Information as such person would accord to its own confidential
information.

     

    SECTION
10.13 USA PATRIOT Act
Notice.  Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”), it is
required to obtain, verify and record information that identifies Borrower,
which information includes the name, address and tax identification number of
Borrower and other information regarding Borrower that will allow such Lender or
the Administrative Agent, as applicable, to identify Borrower in accordance with
the Act.  This notice is given in accordance with the requirements of
the Act and is effective as to the Lenders and the Administrative
Agent.

     

    SECTION
10.14 Interest Rate
Limitation.  Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable Requirements of Law (collectively, the
“Charges”), shall exceed
the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable Requirements of Law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

     

    SECTION
10.15 [Reserved]


     

    SECTION
10.16 Obligations
Absolute.  To
the fullest extent permitted by applicable Requirements of Law, all obligations
of the Loan Parties hereunder shall be absolute and unconditional irrespective
of:

     

    
      
        
        

      

      
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    (a) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any Loan Party;

     

    (b) any lack
of validity or enforceability of any Loan Document or any other agreement or
instrument relating thereto against any Loan Party;

     

    (c) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to
any departure from any Loan Document or any other agreement or instrument
relating thereto;

     

    (d) any
exchange, release or non-perfection of any other Collateral, or any release or
amendment or waiver of or consent to any departure from any guarantee, for all
or any of the Obligations;

     

    (e) any
exercise or non-exercise, or any waiver of any right, remedy, power or privilege
under or in respect hereof or any Loan Document; or

     

    (f) any other
circumstances which might otherwise constitute a defense available to, or a
discharge of, the Loan Parties.

     

    [Signature
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