exv10w1






Exhibit 10.1




Execution Copy




 





Revolving Credit Facility




CREDIT AGREEMENT



Dated as of September 20, 2010



among



ENERGY TRANSFER EQUITY, L.P.,

as the Borrower,



CREDIT SUISSE AG,

as Administrative Agent and Collateral Agent,

and



The Other Lenders Party Hereto



CREDIT SUISSE SECURITIES (USA) LLC,

as

Sole Lead Arranger and Sole Bookrunner



$200,000,000 Five Year Revolving Credit Facility



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section	 	 	 	 	Page	 
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	 	 	1	 
	 	1.01	 	 	Defined Terms
	 	 	1	 
	 	1.02	 	 	Other Interpretive Provisions
	 	 	28	 
	 	1.03	 	 	Accounting Terms
	 	 	29	 
	 	1.04	 	 	Rounding
	 	 	29	 
	 	1.05	 	 	Times of Day
	 	 	29	 
	 	1.06	 	 	Letter of Credit Amounts
	 	 	29	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	 	 	30	 
	 	2.01	 	 	Loans
	 	 	30	 
	 	2.02	 	 	Swingline Loans
	 	 	30	 
	 	2.03	 	 	Requests for New Loans
	 	 	31	 
	 	2.04	 	 	Continuations and Conversions of Existing Loans
	 	 	32	 
	 	2.05	 	 	Use of Proceeds
	 	 	33	 
	 	2.06	 	 	Prepayments of Loans
	 	 	34	 
	 	2.07	 	 	Letters of Credit
	 	 	35	 
	 	2.08	 	 	Requesting Letters of Credit
	 	 	35	 
	 	2.09	 	 	Reimbursement and Participations
	 	 	36	 
	 	2.10	 	 	No Duty to Inquire
	 	 	38	 
	 	2.11	 	 	LC Collateral
	 	 	39	 
	 	2.12	 	 	Interest Rates and Fees
	 	 	40	 
	 	2.13	 	 	Evidence of Debt
	 	 	41	 
	 	2.14	 	 	Payments Generally; Administrative Agent’s Clawback
	 	 	41	 
	 	2.15	 	 	Sharing of Payments by Lenders
	 	 	43	 
	 	2.16	 	 	Reductions in Commitment
	 	 	44	 
	 	2.17	 	 	Defaulting Lenders
	 	 	44	 
	 	2.18	 	 	Increase of Commitments
	 	 	46	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	 	 	48	 
	 	3.01	 	 	Taxes
	 	 	48	 
	 	3.02	 	 	Illegality
	 	 	50	 
	 	3.03	 	 	Inability to Determine Rates
	 	 	50	 
	 	3.04	 	 	Increased Costs; Reserves on Eurodollar Loans
	 	 	50	 
	 	3.05	 	 	Compensation for Losses
	 	 	52	 
	 	3.06	 	 	Mitigation Obligations; Replacement of Lenders
	 	 	52	 
	 	3.07	 	 	Survival
	 	 	53	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	 	 	53	 
	 	4.01	 	 	Conditions of Effectiveness
	 	 	53	 
	 	4.02	 	 	Conditions to all Credit Extensions
	 	 	55	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE V. REPRESENTATIONS AND WARRANTIES	 	 	56	 
	 	5.01	 	 	No Default
	 	 	56	 
	 	5.02	 	 	Organization and Good Standing
	 	 	56	 
	 	5.03	 	 	Authorization
	 	 	56	 
	 	5.04	 	 	No Conflicts or Consents
	 	 	56	 






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	Section	 	 	 	 	Page	 
	 	5.05	 	 	Enforceable Obligations
	 	 	57	 
	 	5.06	 	 	Initial Financial Statements; No Material Adverse Effect
	 	 	57	 
	 	5.07	 	 	Taxes and Obligations
	 	 	57	 
	 	5.08	 	 	Full Disclosure
	 	 	57	 
	 	5.09	 	 	Litigation
	 	 	58	 
	 	5.10	 	 	ERISA
	 	 	58	 
	 	5.11	 	 	Compliance with Laws
	 	 	58	 
	 	5.12	 	 	Environmental Laws
	 	 	59	 
	 	5.13	 	 	Borrower’s Subsidiaries
	 	 	60	 
	 	5.14	 	 	Title to Properties; Licenses
	 	 	60	 
	 	5.15	 	 	Government Regulation
	 	 	60	 
	 	5.16	 	 	Solvency
	 	 	61	 
	 	5.17	 	 	Use of Proceeds
	 	 	61	 
	 	5.18	 	 	Collateral Documents
	 	 	61	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VI. AFFIRMATIVE COVENANTS	 	 	61	 
	 	6.01	 	 	Payment and Performance
	 	 	62	 
	 	6.02	 	 	Books, Financial Statements and Reports
	 	 	62	 
	 	6.03	 	 	Other Information and Inspections
	 	 	64	 
	 	6.04	 	 	Notice of Material Events
	 	 	65	 
	 	6.05	 	 	Maintenance of Properties
	 	 	66	 
	 	6.06	 	 	Maintenance of Existence and Qualifications
	 	 	66	 
	 	6.07	 	 	Payment of Trade Liabilities, Taxes, etc
	 	 	66	 
	 	6.08	 	 	Insurance
	 	 	67	 
	 	6.09	 	 	Compliance with Law
	 	 	67	 
	 	6.10	 	 	Environmental Matters
	 	 	67	 
	 	6.11	 	 	Guaranties of Subsidiaries
	 	 	68	 
	 	6.12	 	 	Compliance with Agreements
	 	 	69	 
	 	6.13	 	 	Further Assurances
	 	 	69	 
	 	6.14	 	 	Miscellaneous Business Covenants
	 	 	69	 
	 	6.15	 	 	Restricted/Unrestricted Subsidiaries
	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VII. NEGATIVE COVENANTS	 	 	70	 
	 	7.01	 	 	Indebtedness
	 	 	70	 
	 	7.02	 	 	Limitation on Liens
	 	 	71	 
	 	7.03	 	 	Limitation on Mergers, Issuances of Subsidiary Securities
	 	 	73	 
	 	7.04	 	 	Limitation on Sales of Property
	 	 	73	 
	 	7.05	 	 	Limitation on Restricted Payment
	 	 	75	 
	 	7.06	 	 	Limitation on Investments, Loans and Advances
	 	 	75	 
	 	7.09	 	 	Restrictive and Negative Pledge Agreements
	 	 	76	 
	 	7.10	 	 	Hedging Contracts
	 	 	76	 
	 	7.11	 	 	Commingling of Deposit Accounts and Accounts
	 	 	77	 
	 	7.12	 	 	Financial Covenants
	 	 	77	 
	 	7.13	 	 	Amendments or Waivers of Certain Agreements; Material Contracts

	 	 	78	 
	 	7.15	 	 	Fiscal Year
	 	 	78	 
	 	7.16	 	 	Tax Status
	 	 	78	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES	 	 	79	 
	 	8.01	 	 	Events of Default
	 	 	79	 
	 	8.02	 	 	Remedies Upon Event of Default
	 	 	82	 
	 	8.03	 	 	Application of Funds
	 	 	83	 






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	Section	 	 	 	 	Page	 
	ARTICLE IX. ADMINISTRATIVE AGENT	 	 	84	 
	 	9.01	 	 	Appointment and Authority
	 	 	84	 
	 	9.02	 	 	Rights as a Lender
	 	 	84	 
	 	9.03	 	 	Exculpatory Provisions
	 	 	84	 
	 	9.04	 	 	Reliance by Administrative Agent
	 	 	85	 
	 	9.05	 	 	Delegation of Duties
	 	 	85	 
	 	9.06	 	 	Resignation of Administrative Agent
	 	 	86	 
	 	9.07	 	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	87	 
	 	9.08	 	 	No Other Duties, Etc
	 	 	87	 
	 	9.09	 	 	Administrative Agent May File Proofs of Claim
	 	 	87	 
	 	9.10	 	 	Guaranty and Collateral Matters
	 	 	88	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE X. MISCELLANEOUS	 	 	88	 
	 	10.01	 	 	Amendments, Etc
	 	 	88	 
	 	10.02	 	 	Notices; Effectiveness; Electronic Communication
	 	 	89	 
	 	10.03	 	 	No Waiver; Cumulative Remedies
	 	 	91	 
	 	10.04	 	 	Expenses; Indemnity; Damage Waiver
	 	 	91	 
	 	10.05	 	 	Payments Set Aside
	 	 	93	 
	 	10.06	 	 	Successors and Assigns
	 	 	93	 
	 	10.07	 	 	Treatment of Certain Information; Confidentiality
	 	 	97	 
	 	10.08	 	 	Right of Setoff
	 	 	97	 
	 	10.09	 	 	Interest Rate Limitation
	 	 	98	 
	 	10.10	 	 	Counterparts; Integration; Effectiveness
	 	 	98	 
	 	10.11	 	 	Survival of Representations and Warranties
	 	 	98	 
	 	10.12	 	 	Severability
	 	 	98	 
	 	10.13	 	 	Replacement of Lenders
	 	 	99	 
	 	10.14	 	 	Governing Law; Jurisdiction; Etc
	 	 	99	 
	 	10.15	 	 	Waiver of Jury Trial
	 	 	100	 
	 	10.16	 	 	USA PATRIOT Act Notice
	 	 	100	 
	 	10.17	 	 	Time of the Essence
	 	 	101	 
	 	10.18	 	 	No Recourse
	 	 	101	 
	 	10.19	 	 	Amendment and Restatement
	 	 	101	 
	 	10.20	 	 	Separateness
	 	 	101	 
	 	 	 	 	 
	 	 	 	 
	   SIGNATURES	 	 	S-1	 






- iii -









 






CREDIT AGREEMENT




     This CREDIT AGREEMENT is entered into as of September 20, 2010, among ENERGY TRANSFER EQUITY,
L.P., a Delaware limited partnership (the “Borrower”), formerly known as Energy Transfer
Company, L.P., CREDIT SUISSE AG as Administrative Agent, Collateral Agent, LC Issuer and Swingline
Lender, each lender from time to time party to this Agreement (collectively, the “Lenders”
and individually, a “Lender”).



     In consideration of the mutual covenants and agreements contained herein and in consideration
of the loans which may hereafter be made by the Lenders to, and the Letters of Credit that may
hereafter be issued by the LC Issuer for the account of, the Borrower, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS




     1.01 Defined Terms. As used in this Agreement, the following terms have the meanings set forth
below:



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



     “Act” has the meaning given to such term in Section 10.16.



     “Administrative Agent” means Credit Suisse AG in its capacity as administrative agent
for the Lenders hereunder.



     “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 4, or such other address or account as the
Administrative Agent may from time to time notify to the Borrower and the Lenders.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, 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.



     “Aggregate Commitments” means the Commitments of all the Lenders. The initial amount
of the Aggregate Commitments is $200,000,000, subject to optional reductions in Commitments
pursuant to Section 2.16 and increases in Commitments as provided in Section 2.18.



     “Agreement” means this Credit Agreement, as amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms hereof.



 









 





     “Alternate Base Rate” means, for any day, an interest rate per annum equal to the
greatest of (a) the Prime Rate in effect on that day, (b) the Federal Funds Rate in effect on that
day plus 1/2 of 1%, and (c) the LIBO Rate for a one-month Interest Period on that day (or if that day
is not a Business Day, the immediately preceding Business Day) plus 1% per annum; provided
that for the avoidance of doubt the LIBO Rate for any day shall be based on the rate determined on
that day at approximately 11:00 a.m. (London time) by reference to the British Bankers’ Association
Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the
Administrative Agent that has been nominated by the British Bankers’ Association as an authorized
vendor for the purpose of displaying such rates.



     “Applicable ETP Credit Agreement” means the ETP Credit Agreement, as amended,
modified, suspended, waived, restated, refinanced, extended or renewed after the Closing Date.



     “Applicable Hedging Contract Termination Payments” means payments due upon the
novation or early termination of a Hedging Contract in connection with the termination of the
Existing Credit Agreement.



     “Applicable Leverage Level” means the level set forth below that corresponds to the
applicable Leverage Ratio:



	 	 	 	 	 
	Applicable	 	 	 
	Leverage Level	 	 	Leverage Ratio
	Level I	 	less than or equal to 2.50 to 1.00

	 	 	 	 	 

	Level II	 	greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00

	 	 	 	 	 

	Level III	 	greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00

	 	 	 	 	 

	Level IV	 	greater than 3.50 to 1.00







     On the Closing Date, the Applicable Leverage Level will be Level II. Thereafter, the
Applicable Leverage Level will be determined after each Quarterly Testing Date using the
Consolidated Funded Debt of the Borrower outstanding on such day and using Consolidated EBITDA of
the Borrower for the four Fiscal Quarter period ending on such day. On the date on which financial
statements are delivered pursuant to Section 6.02(b), the Administrative Agent will confirm
or determine the Leverage Ratio of the Borrower set forth in the Compliance Certificate delivered
with such financial statements and determine the Applicable Leverage Level on or within two
Business Days after such date. The Applicable Leverage Level shall become effective on the
Business Day following such determination by the Administrative Agent and shall remain effective
until the next such determination by the Administrative Agent. If the Borrower shall fail to
deliver the financial statements by the time required pursuant to Section 6.02(b), the
Applicable Leverage Level shall be deemed to be Level IV until such financial



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statements have been delivered to the Administrative Agent and the Administrative Agent has so
confirmed or determined the Leverage Ratio.




     “Applicable MLP Credit Agreement” means the Applicable ETP Credit Agreement and the
Applicable Regency Credit Agreement.



     “Applicable Percentage” means with respect to any Lender, the percentage of the
Aggregate Commitments represented by such Lender’s Commitment; provided that for purposes
of Section 2.17(b) and (c), “Applicable Percentage” shall mean the percentage of
the total Aggregate Commitments (disregarding the Commitment of any Defaulting Lender to the extent
its Applicable Percentage of the outstanding Swingline Loans or LC Obligations is reallocated to
the non-Defaulting Lenders) represented by such Lender’s Commitment. If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments.



     “Applicable Rate” means, on any day, with respect to any Eurodollar Loan, ABR Loan or
Commitment Fee hereunder, the percentage per annum set forth below under the caption “Eurodollar
Loans Applicable Rate,” “ABR Loans Applicable Rate” and “Commitment Fee,” respectively, based on
the Applicable Leverage Level in effect on such day.



	 	 	 	 	 	 	 
	Applicable	 	 	 	 	 	 
	Leverage	 	Eurodollar Loans	 	ABR Loans	 	 
	Level	 	Applicable Rate	 	Applicable Rate	 	Commitment Fee
	Level I

	 	2.75%
	 	1.75%
	 	0.50%
	 	 	 	 	 	 	 
	Level II
	 	3.00%
	 	2.00%
	 	0.50%
	 	 	 	 	 	 	 
	Level III
	 	3.50%
	 	2.50%
	 	0.75%
	 	 	 	 	 	 	 
	Level IV
	 	3.75%
	 	2.75%
	 	0.75%






     Each change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the effective date of
the next such change.



     “Applicable Regency Credit Agreement” means the Regency Credit Agreement, as amended,
modified, supplemented, waived, restated, refinanced, extended or renewed after the Closing Date.



     “Approved Fund” means 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.



     “Arranger” means Credit Suisse Securities (USA) LLC.



     “Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and
leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property
with, any



-3-









 




Person (other than a Restricted Person), in one transaction or a series of transactions, of
all or any part of a Restricted Person’s businesses, assets or properties of any kind, whether
real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter
acquired, including, without limitation, the Equity Interests of an MLP or any of the Borrower’s
Subsidiaries.




     “Assignment and Assumption” means 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 10.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit A or any other form approved by the Administrative Agent.



     “Attributable Debt” means, with respect to any Sale and Lease-Back Transaction not
involving a Capital Lease Obligation, as of any date of determination, the total obligation
(discounted to present value at the rate of interest implicit in the lease included in such
transaction) of the lessee for rental payments (other than accounts required to be paid on account
of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor
costs and other items which do not constitute payments for property rights) during the remaining
portion of the term (including extensions which are at the sole option of the lessor) of the lease
included in such transaction (in the case of any lease which is terminable by the lessee upon the
payment of a penalty, such rental obligation shall also include the amount of such penalty, but no
rent shall be considered as required to be paid under such lease subsequent to the first date upon
which it may be so terminated).



     “Auto-Extension Letter of Credit” has the meaning given to such term in Section
2.07(b).



     “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.



     “Borrower” has the meaning given such term in the introductory paragraph hereto.



     “Borrowing” means Loans of the same 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.



     “Business Day” means any day other than (i) a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent’s Office is located and (ii) if such day relates to any Eurodollar
Loan, a day on which banks are not open for dealings in Dollar deposits in the London interbank
eurodollar market.



     “Capital Lease” means a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in
accordance with GAAP.



     “Capital Lease Obligation” means, with respect to any Person and a Capital Lease, the
amount of the obligation of such Person as the lessee under such Capital Lease that would, in
accordance with GAAP, appear as a liability on a balance sheet of such Person.



     “Cash” means money, currency or a credit balance in any deposit account.



-4-









 





     “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the LC Issuer and the Lenders, as collateral for the LC Obligations, Cash
pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent
and the LC Issuer. Derivatives of such term have corresponding meanings.



     “Cash Equivalents” means Investments in:



     (a) marketable obligations, maturing within 12 months after acquisition thereof, issued or
unconditionally guaranteed by the United States or an instrumentality or agency thereof and
entitled to the full faith and credit of the United States;



     (b) demand deposits and time deposits (including certificates of deposit) maturing within 12
months from the date of deposit thereof, (i) with any office of any Lender or (ii) with a domestic
office of any national or state bank or trust company which is organized under the Laws of the
United States or any state therein, which has capital, surplus and undivided profits of at least
$500,000,000, and whose long-term certificates of deposit are rated BBB+ or Baa1 or better,
respectively, by any of the Rating Agencies;



     (c) repurchase obligations with a term of not more than seven days for underlying securities
of the types described in subsection (a) above entered into with (i) any Lender or (ii) any other
commercial bank meeting the specifications of subsection (b) above;



     (d) open market commercial paper, maturing within 270 days after acquisition thereof, which
are rated at least P-1 by Moody’s or A-1 by S&P; and



     (e) money market or other mutual funds substantially all of whose assets comprise securities
of the types described in subsections (a) through (d) above.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty 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.



     “Change of Control” means the existence of any of the following: (a) any person or
group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than an
Exempt Person, shall be the direct or indirect legal or beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of more than 50% of the combined voting power of the then total Equity
Interests of the General Partner or (b) the General Partner shall not be the sole legal and
beneficial owner of all of the general partner interests of the Borrower. As used herein “Exempt
Person” means (i) any of Ray C. Davis, Kelcy L. Warren, the heirs at law of such individuals,
entities or trusts owned by or established for the benefit of such individuals or their respective
heirs at law (such as entities or trusts established for estate planning purposes) or (ii) entities
owned solely by existing and former management employees of the General Partner.



-5-









 





     “Closing Date” means the first date on which all the conditions precedent in
Section 4.01 and Section 4.02 are satisfied or waived in accordance with
Section 10.01.



     “Code” means the Internal Revenue Code of 1986, together with all rules and
regulations promulgated with respect thereto.



     “Collateral” means, collectively, all of the real, personal and mixed property
(including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral
Documents as security for the Obligations and Lender Hedging Obligations.



     “Collateral Agent” means Credit Suisse AG in its capacity as collateral agent for the
Lenders under the Collateral Documents.



     “Collateral Documents” means the Pledge and Security Agreement and all other
instruments, documents and agreements delivered by any Restricted Person pursuant to this Agreement
or any other Loan Document in order to grant to Administrative Agent for the benefit of the
Lenders, a Lien on any real, personal or mixed property of such Restricted Person as security for
the Obligations and the Lender Hedging Obligations.



     “Commission” means the United States Securities and Exchange Commission.



     “Commitment” means, as to each Lender, (a) its Commitment to make Loans to the
Borrower in an aggregate principal amount set forth as its Commitment on Schedule 1 or in an
Assignment and Assumption pursuant to which such Lender becomes a party hereto, or in a commitment
increase document pursuant to Section 2.18 pursuant to which such Lender becomes a party
hereto, in each case as applicable, as increased or decreased in an Assignment and Assumption,
decreased from time to time pursuant to Section 2.16, or increased in a commitment increase
document pursuant to Section 2.18, in each case as applicable, and (b) such Lender’s
corresponding Commitment to purchase participations in LC Obligations and Swingline Loans.



     “Commitment Period” means the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments
pursuant to Section 2.16, and (c) the date of termination of the Commitment of each Lender
to make Loans and of the obligation of the LC Issuer to make LC Credit Extensions pursuant to
Section 8.02.



     “Compliance Certificate” means a certificate substantially in the form of Exhibit
B.



     “Consolidated” refers to the consolidation of any Person, in accordance with GAAP,
with its properly consolidated subsidiaries. References herein to a Person’s Consolidated
financial statements, financial condition, results of operations, cash flows, assets, liabilities,
etc. refer to the consolidated financial statements, financial condition, results of operations,
cash flows, assets, liabilities, etc. of such Person and its properly consolidated subsidiaries.



     “Consolidated EBITDA of ETP” means, for any period, “Consolidated EBITDA” as defined
in the ETP Credit Agreement, except that for purposes of this Agreement all references



-6-









 




to the “Restricted Subsidiaries” of “Borrower” in such definition and in the defined terms
used therein (such as “Consolidated Net Income”) shall mean “subsidiaries” of “ETP”,
including all subsidiaries of ETP whether designated as “Restricted Subsidiaries” or “Unrestricted
Subsidiaries” in the ETP Credit Agreement. For the avoidance of doubt, the adjustments in such
definitions for general and administrative expenses allocated to the HOLP Companies and for
dividends and distributions from HOLP and its subsidiaries shall be disregarded.




     “Consolidated EBITDA of Regency” means, for any period, “Consolidated EBITDA”
as defined in the Regency Credit Agreement.



     “Consolidated EBITDA of the Borrower” means, for any period of four Fiscal Quarters,
the sum of:



     (a) the product of four times the amount of cash distributions payable with respect to the
last Fiscal Quarter in such period by an MLP to the Borrower or its Restricted Subsidiaries in
respect of limited partnership units in such MLP to the extent actually received on or prior to the
date the financial statements with respect to such Fiscal Quarter referred in Section 6.02
are required to be delivered by the Borrower; provided that if the Borrower has acquired or
disposed of any limited partnership units in such MLP or made a Specified Acquisition at any time
after the first day of such Fiscal Quarter, the determinations in this clause (a) shall be made
(other than for purposes of Section 7.12(c)) giving pro forma effect to such acquisition or
disposition as if such acquisition or disposition had occurred on the first day of the Fiscal
Quarter; plus



     (b) the product of four times the amount of cash distributions payable with respect to the
last Fiscal Quarter in such period by an MLP to the Borrower or its Restricted Subsidiaries in
respect of the general partnership interests or incentive distribution rights to the extent
actually received on or prior to the date the financial statements with respect to such Fiscal
Quarter referred in Section 6.02 are required to be delivered by the Borrower; plus



     (c) Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such four
Fiscal Quarter period, plus (i) each of the following to the extent deducted in determining such
Consolidated Net Income (A) all Consolidated Interest Expense, (B) all income taxes (including any
franchise taxes to the extent based upon net income), (C) all depreciation and amortization
(including amortization of good will and debt issue costs), and (D) any other non-cash charges or
losses, minus (ii) each of the following (A) all non-cash items of income or gain which were
included in determining such Consolidated Net Income, and (B) any cash payments made during such
period in respect of items described in clause (i)(D) of this clause (c) subsequent to the Fiscal
Quarter in which the relevant non-cash charges or losses were reflected as a charge in the
statement of Consolidated Net Income; provided that the determinations in this clause (c)
shall be made excluding each MLP and its subsidiaries. For the avoidance of doubt, the
determinations in this clause (c) shall not include Consolidated Net Income attributable to
distributions by an MLP.



     “Consolidated Fixed Charges” means, for any period, without duplication, the sum of
(i) the preferred distributions paid in cash during such period on the Restructuring Preferred
Units plus (ii) Consolidated Interest Expense for such period.



-7-









 





     “Consolidated Funded Debt of ETP” means, as at any date of determination, the sum of
the following (without duplication): (i) all Indebtedness on a Consolidated balance sheet of ETP
and its subsidiaries prepared as of such date in accordance with GAAP, (ii) Indebtedness for
borrowed money of ETP and its subsidiaries outstanding under a revolving credit or similar
agreement, notwithstanding the fact that any such borrowing is made within one year of the
expiration of such agreement, (iii) obligations of ETP and its subsidiaries in respect of Capital
Leases, and (iv) all Indebtedness in respect of any Guarantee by ETP or any of its subsidiaries of
Indebtedness of any Person other than ETP or any of its subsidiaries, but excluding (i)
Attributable Debt of ETP and its subsidiaries and (ii) Performance Guaranties (as defined in the
ETP Credit Agreement); provided, however, on each day Consolidated Funded Debt of
ETP shall exclude the amount of Excluded Inventory Indebtedness (as defined in the ETP Credit
Agreement).



     “Consolidated Funded Debt of Regency” means, as at any date of determination, the sum
of the following (without duplication): (i) all Indebtedness on a Consolidated balance sheet of
Regency and its subsidiaries prepared as of such date in accordance with GAAP, (ii) Indebtedness
for borrowed money of Regency and its subsidiaries outstanding under a revolving credit or similar
agreement, notwithstanding the fact that any such borrowing is made within one year of the
expiration of such agreement, (iii) obligations of Regency and its subsidiaries in respect of
Capital Leases, and (iv) all Indebtedness in respect of any Guarantee by Regency or any of its
subsidiaries of Indebtedness of any Person other than Regency or any of its subsidiaries, but
excluding Attributable Debt of Regency and its subsidiaries.



     “Consolidated Funded Debt of the Borrower” means, as at any date of determination, the
sum of the following (without duplication): (i) all Indebtedness on a Consolidated balance sheet of
the Borrower and its Restricted Subsidiaries prepared as of such date in accordance with GAAP, (ii)
Indebtedness for borrowed money of the Borrower and its Restricted Subsidiaries outstanding under a
revolving credit or similar agreement, notwithstanding the fact that any such borrowing is made
within one year of the expiration of such agreement, (iii) obligations of the Borrower and its
Restricted Subsidiaries in respect of Capital Leases, (iv) all Indebtedness in respect of any
Guarantee by a Restricted Person of Indebtedness of any Person other than a Restricted Person;
provided that the determinations in this definition shall be made excluding each MLP and
its subsidiaries, and (v) the maximum amount required to be paid to the holders thereof in cash
upon the exercise of any redemption (other than an optional redemption elected by the Borrower) or
put right in respect of the Restructuring Preferred Units.



     “Consolidated Interest Expense” means, for any period, all interest reflected on the
income statement of the Borrower during such period on, and all fees and related charges in respect
of, Indebtedness which was deducted in determining Consolidated Net Income of the Borrower during
such period; provided that the determinations in this definition shall be made excluding
each MLP and its subsidiaries.



     “Consolidated Net Income” means, for any Person and any period, such Person’s and its
subsidiaries’ gross revenues for such period, minus such Person’s and its subsidiaries’ expenses
and other proper charges against income (including taxes on income to the extent imposed),
determined on a Consolidated basis after eliminating earnings or losses attributable to



-8-









 




outstanding minority interests and excluding the net earnings or losses of any Person, other
than a subsidiary of such Person, in which such Person or any of its subsidiaries has an ownership
interest. Consolidated Net Income shall not include (a) any gain or loss from the sale of assets
other than in the ordinary course of business, (b) any extraordinary gains or losses, or (c) any
non-cash gains or losses resulting from mark to market activity as a result of SFAS 133.
Consolidated Net Income of a Person for any period shall include any cash dividends and
distributions actually received during such period from any Person, other than a subsidiary, in
which such Person or any of its subsidiaries has an ownership interest.




     “Continue,” “Continuation,” and “Continued” refer to the continuation
pursuant to Section 2.04 of a Eurodollar Loan as a Eurodollar Loan from one Interest Period
to the next Interest Period.



     “Control” means 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 ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.



     “Convert,” “Conversion,” and “Converted” refers to a conversion
pursuant to Section 2.04 or Article III of one Type of Loan into another Type of
Loan.



     “Credit Extension” means each of the following: (a) a Borrowing and (b) an LC Credit
Extension.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.



     “Default Rate” means, at the time in question, (a) for any Eurodollar Loan (up to the
end of the applicable Interest Period), 2.00% per annum plus the Applicable Rate for Eurodollar
Loans plus the LIBO Rate then in effect, (b) for each ABR Loan, each Swingline Loan and each LC
Obligation, 2.00% per annum plus the Applicable Rate for ABR Loans plus the Alternate Base Rate,
and (c) for each Letter of Credit, 2.00% per annum plus the Applicable Rate for Eurodollar Loans;
provided, however, the Default Rate shall never exceed the Maximum Rate.



     “Default Rate Period” means (i) any period during which any Event of Default specified
in Section 8.01(a), 8.01(b) or 8.01(j) is continuing and (ii) upon the
request of the Majority Lenders, any period during which any other Event of Default is continuing.



     “Defaulting Lender” means any Lender, as reasonably determined by the Administrative
Agent, that has (a) failed to fund any portion of its Loans or participations in Swingline Loans or
Letters of Credit within three Business Days of the date required to be funded by it hereunder



-9-









 




(unless (i) that Lender and at least one other unaffiliated Lender have notified the
Administrative Agent and the Borrower in writing of their good faith determination that a condition
to their obligation to fund Loans or participations in Swingline Loans or Letters of Credit has not
been satisfied and (ii) Lenders representing a majority in interest of the Commitments have not
advised the Administrative Agent in writing of their determination that such condition has been
satisfied), (b) notified the Borrower, the Administrative Agent, any LC Issuer or any Lender in
writing that it does not intend to comply with any of its funding obligations under this Agreement
or has made a public statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or under other agreements in which it commits to extend credit,
(c) failed, within three Business Days after request by the Administrative Agent, to confirm that
it will comply with the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Swingline Loans or Letters of Credit (unless such
Lender has notified the Administrative Agent and the Borrower in writing of its good faith
determination that one or more conditions to its obligation to fund Loans or participations in
Swingline Loans or Letters of Credit has not been satisfied), (d) otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be paid by it hereunder
within three Business Days of the date when due, unless the subject of a good-faith dispute, or (e)
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has consented to, approved of or acquiesced in any such
proceeding or appointment or has a parent company that has become the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it,
or has consented to, approved of or acquiesced in any such proceeding or appointment;
provided that (i) if a Lender would be a “Defaulting Lender” solely by reason of events
relating to a parent company of that Lender as described in clause (e) above, the Administrative
Agent may, in its discretion, determine that such Lender is not a “Defaulting Lender” if and for so
long as the Administrative Agent is satisfied that such Lender will continue to perform its funding
obligations hereunder and (ii) the Administrative Agent may, by notice to the Borrower and the
Lenders, declare that a Defaulting Lender is no longer a “Defaulting Lender” if the Administrative
Agent determines, in its discretion, that the circumstances that resulted in that Lender becoming a
“Defaulting Lender” no longer apply.




     “Disclosure Schedule” means Schedule 2 hereto.



     “Dollar” and “$” mean lawful money of the United States.



     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative
Agent and the LC Issuer, and (ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the
Borrower’s Affiliates or Subsidiaries.



     “Environmental Laws” means any and all Laws relating to the environment, to the
protection of wildlife, or to emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the
environment including ambient air, surface water, ground water, or land, or otherwise relating to



-10-









 




the manufacture, processing, distribution use, treatment, storage, disposal, transport, or
handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or
wastes.




     “Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or non-voting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



     “ERISA” means the Employee Retirement Income Security Act of 1974, together with all
rules and regulations promulgated with respect thereto.



     “ERISA Affiliate” means each Restricted Person and all members of a controlled group
of corporations and all trades or businesses (whether or not incorporated) under common control
that, together with such Restricted Person, are treated as a single employer under Section 414 of
the Code.



     “ERISA Plan” means any employee pension benefit plan subject to Title IV of ERISA
maintained by any ERISA Affiliate with respect to which any Restricted Person has a fixed or
contingent liability.



     “ETP” means Energy Transfer Partners, L.P., a Delaware limited partnership, or the
corporate, partnership or limited liability successor thereto.



     “ETP Credit Agreement” means the Amended and Restated Credit Agreement dated as of
June 20, 2007, by and among ETP, Wells Fargo Bank, National Association, successor to Wachovia
Bank, National Association, as administrative agent and the other agents and the lenders from time
to time party thereto, as amended, modified, waived or otherwise supplemented prior to the date
hereof.



     “ETP Credit Documents” means the ETP Credit Agreement and all other documents,
instruments or agreements executed and delivered by ETP and its subsidiaries in connection
therewith.



     “ETP GP” means Energy Transfer Partners GP, L.P., a Delaware limited partnership, or
the corporate, partnership or limited liability successor thereto, in either case which is the sole
general partner of ETP.



     “ETP LLC” means Energy Transfer Partners, L.L.C., a Delaware limited liability
company, or the corporate, partnership or limited liability successor thereto, in either case which
is the general partner of ETP GP.



-11-









 





     “ETP Material Adverse Effect” means a material adverse effect on (i) the financial
condition, operations, properties or prospects of ETP and its subsidiaries, taken as a whole, or
(ii) the ability of ETP to perform its obligations under the Applicable ETP Credit Agreement or the
ability of its subsidiaries, taken as a whole, to perform their respective obligations under the
guarantee of the Applicable ETP Credit Agreement, or (iii) the validity or enforceability of the
Applicable ETP Credit Agreement and related documents.



     “ETP Reporting” means all information or reports that relate to ETP and its
subsidiaries (including their respective financial condition, operations, properties, prospects,
business, liabilities, or compliance): (i) required to be provided pursuant to Section 6.02
or 6.04; (ii) provided to the management of the Borrower; or (iii) that has become publicly
available.



     “Eurodollar Loan” means a Loan or portion of a Loan that bears interest at a rate
based on the LIBO Rate.



     “Event of Default” has the meaning given to such term in Section 8.01.



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



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the LC
Issuer or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes) by the United States
of America (or any political subdivision thereof), or by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending Office is located,
(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrower under Section 10.13), any withholding tax
that 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) or is attributable to such Foreign Lender’s
failure or inability (other than as a result of a Change in Law) to comply with Section
3.01(e), 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 the Borrower with respect to such withholding tax pursuant to Section 3.01.



     “Existing Credit Agreement” means that certain Second Amended and Restated Credit
Agreement dated as of May 19, 2010, among Borrower, Wells Fargo Bank, National Association, as
Administrative Agent, LC Issuer, and Swingline Lender and the syndication agents, documentation
agents, and lenders party thereto.



     “Facility Usage” means, at the time in question, the aggregate amount of outstanding
Loans, LC Obligations and Swingline Loans at such time.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal



-12-









 




Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as
determined by the Administrative Agent.




     “Fee Letter” means the letter agreement, dated August 2, 2010, among the Borrower, the
Administrative Agent and Credit Suisse Securities (USA) LLC.



     “Fiscal Quarter” means a three-month period ending on the last day of March, June,
September and December or such other four consecutive three-month periods in a Fiscal Year as may
be adopted by the General Partner.



     “Fiscal Year” means a twelve-month period ending on December 31 or such other day as
may be adopted by the General Partner.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is resident for tax purposes. For purposes of this
definition, the United States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



     “Fund” means 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.



     “GAAP” means those generally accepted accounting principles and practices which are
recognized as such by the Financial Accounting Standards Board (or any generally recognized
successor) and which, in the case of the Borrower and its Consolidated subsidiaries, are applied
for all periods after the date hereof in a manner consistent with the manner in which such
principles and practices were applied to the Initial Financial Statements. If any change in any
accounting principle or practice is required by the Financial Accounting Standards Board (or any
such successor) in order for such principle or practice to continue as a generally accepted
accounting principle or practice, all reports and financial statements required hereunder with
respect to the Borrower or with respect to the Borrower and its Consolidated subsidiaries may be
prepared in accordance with such change, but all calculations and determinations to be made
hereunder may be made in accordance with such change only after notice of such change is given to
each Lender, and the Borrower and Majority Lenders agree to such change insofar as it affects the
accounting of the Borrower or of the Borrower and its Consolidated subsidiaries.



     “GE EFS” means, collectively, General Electric Energy Financial Services, a unit of
General Electric Capital Corporation and Regency GP Acquirer, L.P.



-13-









 





     “General Partner” means LE GP, LLC, a Delaware limited partnership, or the corporate,
partnership or limited liability successor thereto, in either case, so long as such Person is the
sole general partner of the Borrower.



     “Governmental Authority” means the government of the United States or any other
nation, or of any political subdivision thereof, whether state 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).



     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The term “Guarantee” shall
exclude endorsements in the ordinary course of business of negotiable instruments in the course of
collection. The amount of any Guarantee shall be deemed to be an amount equal to the lesser of (i)
the stated or determinable amount of the related primary obligation, or portion thereof, in respect
of which such Guarantee is made, or (ii) if not stated or determinable or if such Guarantee by its
terms is limited to less than the full amount of such primary obligation, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing Person in good faith or
the amount to which such Guarantee is limited. The term “Guarantee” as a verb has a corresponding
meaning.



     “Guarantors” means any Subsidiary of the Borrower that now or hereafter executes and
delivers a Guaranty to the Administrative Agent pursuant to Section 6.11.



     “Guaranty” means, collectively, one or more Guarantees of the Obligations made by the
Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of
Exhibit C, including any supplements to an existing Guaranty in substantially the form that
is a part of Exhibit C.



     “Haynesville JV” means RIGS Haynesville Partnership Co., a general partnership that
owns 100 percent of Regency Intrastate Gas LP.



-14-









 





     “Hazardous Materials” means any substances regulated under any Environmental Law,
whether as pollutants, contaminants, or chemicals, or as industrial, toxic or hazardous substances
or wastes, or otherwise.



     “Hedging Contract” means (a) any agreement providing for options, swaps, floors, caps,
collars, forward sales or forward purchases involving interest rates, commodities or commodity
prices, equities, currencies, bonds, or indexes based on any of the foregoing, (b) any option,
futures or forward contract traded on an exchange, and (c) any other derivative agreement or other
similar agreement or arrangement.



     “Hedging Termination Value” means, in respect of any one or more Hedging Contracts,
after taking into account the effect of any legally enforceable netting agreement relating to such
Hedging Contracts, (a) for any date on or after the date such Hedging Contracts have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Hedging Contracts, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such Hedging Contracts
(which may include a Lender or any Affiliate of a Lender).



     “Increase Effective Date” has the meaning given to such term in Section
2.18(a)(v).



     “Indebtedness” means, with respect to any Person, without duplication:



     (a) indebtedness for borrowed money, all obligations upon which interest charges are
customarily paid and all obligations evidenced by any bond, note, debenture or other similar
instrument that such Person has directly or indirectly created, incurred or assumed;



     (b) obligations of others secured by any Lien in respect of property owned by such Person,
whether or not such Person has assumed or become liable for the payment of such indebtedness;
provided that the amount of such Indebtedness, if such Person has not assumed the same or
become liable therefor, shall in no event be deemed to be greater than the fair market value from
time to time of the property subject to such Lien;



     (c) indebtedness, whether or not for borrowed money (excluding trade payables and accrued
expenses arising in the ordinary course of business and payable in the ordinary course of
business), with respect to which such Person has become directly or indirectly liable and which
represents the deferred purchase price (or a portion thereof) or has been incurred to finance the
purchase price (or a portion thereof) of any property or service or business acquired by such
Person, whether by purchase, consolidation, merger or otherwise;



     (d) the principal component of Capital Lease Obligations to the extent such obligations would,
in accordance with GAAP, appear on a balance sheet of such Person;



     (e) Attributable Debt of such Person in respect of Sale and Lease-Back Transactions not
involving a Capital Lease Obligation;



-15-









 





     (f) mandatory obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in cash in respect of any Equity Interest in such Person or any other Person,
valued at the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends or distribution;



     (g) obligations, contingent or fixed, of such Person as an account party in respect of letters
of credit (other than letters of credit incurred in the ordinary course of business and consistent
with past practice or letters of credit outstanding on the effective date of this Agreement);



     (h) liabilities of such Person in respect of unfunded vested benefits under pension plans
(determined on a net basis for all such plans) and all asserted withdrawal liabilities of such
Person or a commonly controlled entity to a multi-employer plan;



     (i) obligations of such Person in respect of bankers’ acceptances (other than in respect of
accounts payable to suppliers incurred in the ordinary course of business consistent with past
practice);



     (j) Guarantees by such Person in respect of obligations of the character referred to in clause
(a), (b), (c), (d), (e), (f), (g), (h) or (i) of this definition of any other Person;



     (k) obligations of the character referred to in clause (a), (b), (c), (d), (e), (f), (g), (h),
(i) or (j) of this definition deemed to be extinguished under GAAP but for which such Person
remains legally liable;



     (l) amendment, supplement, modification, deferral, renewal, extension or refunding of any
obligation or liability of the types referred to in clauses (a) through (k) above; and



     (m) obligations arising out of Hedging Contracts (on a net basis to the extent netting is
provided for in the applicable Hedging Contract); provided that only the Hedging
Termination Value of Lender Hedging Obligations shall be deemed “Indebtedness” for any purposes
under Section 7.12.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitee” has the meaning given to such term in Section 10.04(b).



     “Indenture” means the Indenture dated as of September 20, 2010, between the Borrower
and U.S. Bank National Association, as trustee.



     “Initial Borrower Financial Statements” means (a) the audited Consolidated annual
financial statements of the Borrower as of December 31, 2009, and (b) the unaudited Consolidated
interim financial statements of the Borrower as of June 30, 2010.



     “Initial ETP Financial Statements” means (a) the audited Consolidated annual financial
statements of ETP as of December 31, 2009, and (b) the unaudited Consolidated interim financial
statements of ETP as of June 30, 2010.



-16-









 





     “Initial Financial Statements” means (a) the Initial Borrower Financial Statements,
(b) the Initial ETP Financial Statements and (c) the Initial Regency Financial Statements.



     “Initial Regency Financial Statements” means (a) the audited Consolidated annual
financial statements of Regency as of December 31, 2009 and (b) the unaudited Consolidated interim
financial statements of Regency as of June 30, 2010.



     “Interest Payment Date” means (a) as to any Eurodollar Loan, the last day of each
Interest Period applicable to such Loan and the Maturity Date; provided, however,
that if any Interest Period for a Eurodollar Loan exceeds three months, the respective dates that
fall every three months after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any ABR Loan or Swingline Loan, the last Business Day of each Fiscal Quarter
and the Maturity Date.



     “Interest Period” means, as to each Eurodollar Loan, the period commencing on the date
such Eurodollar Loan is disbursed or Converted to or Continued as a Eurodollar Loan and ending on
the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice,
or such period that is nine or twelve months thereafter if requested by the Borrower and consented
to by all the Lenders; provided that: (a) any Interest Period that would otherwise end on a
day that is not a Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest Period shall end on the
next preceding Business Day; (b) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of the calendar month
at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity
Date.



     “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of debt of, or purchase or other acquisition of any other debt or equity participation
or interest in, another Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guarantees obligations of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit. For purposes of determining the
outstanding amount of an Investment, the amount of any Investment shall be the amount actually
invested (without adjustment for subsequent increases or decreases in the value of such Investment)
reduced by the cash proceeds received upon the sale, liquidation, repayment or disposition of such
Investment (less all costs thereof) or other cash proceeds received as a return of capital of such
Investment in an aggregate amount up to but not in excess of the amount of such Investment.



     “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit
Request, and any other document, agreement and instrument entered into by the LC Issuer and the
Borrower (or any Restricted Subsidiary) or in favor of the LC Issuer and relating to any such
Letter of Credit.



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     “Laws” means any statute, law, regulation, ordinance, rule, treaty, judgment, order,
decree, permit, concession, franchise, license, agreement or other governmental restriction of the
United States or any state or political subdivision thereof or of any foreign country or any
department, state, province or other political subdivision thereof.



     “LC Collateral” means cash or deposit account balances pledged and deposited with or
delivered to the Administrative Agent, for the benefit of the LC Issuer and the Lenders, as
collateral for the LC Obligations.



     “LC Conditions” has the meaning given to such term in Section 2.07.



     “LC Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.



     “LC Issuer” means Credit Suisse AG, acting through any of its Affiliates or branches, in its capacity as issuer of Letters of Credit hereunder or any successor issuer
of Letters of Credit hereunder.



     “LC Obligations” means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit plus the aggregate of all
Matured LC Obligations. For purposes of computing the amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter
of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the “International Standby Practices 1998” (published by the Institute of
International Banking Law & Practice or such later version thereof as may be in effect at the time
of issuance), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining
available to be drawn.



     “LC Participation Fee” has the meaning given such term in Section 2.12(c).



     “Lender” has the meaning given to such term in the introductory paragraph hereto.
Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.



     “Lender Hedging Obligations” means all obligations arising from time to time under
Hedging Contracts entered into from time to time between the Borrower or any of its Restricted
Subsidiaries and a counterparty that is a Lender or an Affiliate of a Lender; provided that
(a) if such counterparty ceases to be a Lender hereunder or an Affiliate of a Lender hereunder,
Lender Hedging Obligations shall only include such obligations to the extent arising from
transactions entered into at the time such counterparty was a Lender hereunder or an Affiliate of a
Lender hereunder, and (b) for any of the foregoing to be included within “Lender Hedging
Obligations” hereunder, the applicable counterparty or Borrower must have provided the
Administrative Agent written notice of the existence thereof certifying that such transaction is a
Lender Hedging Obligation and is not prohibited under this Agreement.



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     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify the Borrower and the Administrative Agent.



     “Letter of Credit” means any standby letter of credit issued hereunder.



     “Letter of Credit Request” means, on any date, a request for the issuance of a Letter
of Credit in the form attached hereto as Exhibit D.



     “Leverage Ratio of the Borrower” means, on any date, the ratio of (a) Consolidated
Funded Debt of the Borrower outstanding on the specified date to (b) the Consolidated EBITDA of the
Borrower for the four Fiscal Quarter period most recently ended.



     “Liabilities” means, as to any Person, all indebtedness, liabilities and obligations
of such Person, whether matured or unmatured, liquidated or unliquidated, primary or secondary,
direct or indirect, absolute, fixed or contingent, and whether or not required to be considered
liabilities pursuant to GAAP.



     “LIBO Rate” means, for any Interest Period, (a) the rate per annum determined by the
Administrative Agent at approximately 11:00 a.m., London time, on the date that is two Business
Days prior to the commencement of that Interest Period by reference to the British Bankers’
Association Interest Settlement Rates for deposits in Dollars (as set forth by the Bloomberg
Information Service or any successor thereto or any other service selected by the Administrative
Agent which has been nominated by the British Bankers’ Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to that Interest Period or (b)
if at any time the rate specified in clause (a) of this definition is not provided by any such
service (or any successor or substitute page or any such successor to or substitute for such
service), “LIBO Rate” means, with respect to each day during each Interest Period pertaining to
applicable 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; provided that, to the extent that an interest rate is not ascertainable
pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate
per annum determined by the Administrative Agent to be the average of the rates per annum at which
deposits in Dollars are offered for such relevant Interest Period to major banks in the London
interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London
time) on the date that is two Business Days prior to the beginning of that Interest Period.



     “Lien” means, with respect to any property or assets, any right or interest therein of
a creditor to secure Liabilities owed to it or any other arrangement with such creditor that
provides for the payment of such Liabilities out of such property or assets or that allows such
creditor to have such Liabilities satisfied out of such property or assets prior to the general
creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit,
production payment, rights of a vendor under any title retention or conditional sale agreement or
lease



-19-









 




substantially equivalent thereto, tax lien, mechanic’s or materialman’s lien, or any other
charge or encumbrance for security purposes, whether arising by Law or agreement or otherwise, but
excluding any right of offset which arises without agreement in the ordinary course of business.
“Lien” also means any filed financing statement, any registration of a pledge (such as with an
issuer of uncertificated securities), or any other arrangement or action that would serve to
perfect a Lien described in the preceding sentence, regardless of whether such financing statement
is filed, such registration is made, or such arrangement or action is undertaken before or after
such Lien exists.




     “Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee
Letter, each Guaranty, the Perfection Certificate, each Collateral Document and all other
agreements, certificates, documents, instruments and writings at any time delivered in connection
herewith or therewith (exclusive of term sheets and commitment letters).



     “Loan Notice” means a notice of (a) a Borrowing, (b) a Conversion of Loans from one
Type to the other, pursuant to Section 2.04, or (c) a Continuation of Eurodollar Loans,
pursuant to Section 2.04, which, if in writing, shall be substantially in the form of
Exhibit E.



     “Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement, including the Loans and the Swingline Loans.



     “Majority Lenders” means, as of any date of determination, Lenders having more than
50% of the Aggregate Commitments or, if the Commitment of each Lender to make Loans and the
obligation of the LC Issuer to make LC Credit Extensions have been terminated pursuant to
Section 8.02, Lenders holding in the aggregate more than 50% of the Facility Usage (with
the aggregate amount of each Lender’s risk participation and funded participation in LC Obligations
being deemed “held” by such Lender for purposes of this definition); provided that the
Commitments or Facility Usage, as applicable, held or deemed held by any Defaulting Lender shall be
excluded for purposes of making a determination of Majority Lenders.



     “Material Adverse Effect” means a material adverse effect on (a) the financial
condition, operations, properties or prospects of the Borrower and its Restricted Subsidiaries,
taken as a whole, (b) the ability of any Restricted Person to fully and timely perform its
obligations under the Loan Documents to which it is a party, (c) the validity or enforceability
against a Restricted Person of a Loan Document to which it is a party, or (d) the material rights,
remedies and benefits available to, or conferred upon, the Administrative Agent or any Lender under
any Loan Document.



     “Matured LC Obligations” means all amounts paid by LC Issuer on drafts or demands for
payment drawn or made under or purported to be under any Letter of Credit and all other amounts due
and owing to LC Issuer under any Letter of Credit Request, to the extent the same have not been
repaid to LC Issuer (with the proceeds of Loans or otherwise).



     “Maturity Date” means September 20, 2015.



     “Maximum Rate” has the meaning given to such term in Section 10.09.



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     “MEP Interests” means (a) ETP’s 100% interest in Midcontinent Express Pipeline III,
L.L.C., a Delaware limited liability company and the owner of a 49.9% interest in Midcontinent
Express Pipeline, LLC, a Delaware limited liability company, and (b) an Option Agreement to acquire
ETP’s 100% interest in Midcontinent Express Pipeline II, L.L.C., a Delaware limited liability
company and the owner of a .1% interest in Midcontinent Express Pipeline, LLC.



     “MLP” means either of ETP or Regency, as applicable, and “MLPs” means both of
ETP and Regency.



     “MLP Credit Document” means the Applicable MLP Credit Agreement and all other
documents, instruments or agreements executed and delivered by the MLP party thereto or its
subsidiaries in connection therewith.



     “MLP Limited Partnership Agreement” means the Agreement of Limited Partnership of each
of ETP and Regency, in each case as in effect on the date of this Agreement.



     “Moody’s” means Moody’s Investors Service, Inc., or its successor.



     “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to
(a) Cash payments (including any Cash received by way of deferred payment pursuant to, or by
monetization of, a note receivable or otherwise, but only as and when so received) received by the
Borrower or any of its Restricted Subsidiaries from such Asset Sale, minus (b) any bona
fide direct costs incurred in connection with such Asset Sale, including income or gains taxes
payable by the seller as a result of any gain recognized in connection with such Asset Sale.



     “Net Issuance Proceeds” means, an amount equal to (a) Cash payments received by any
Restricted Person (other than from another Restricted Person) from (i) the issuance and sale of any
capital stock or other equity interest by the Borrower or any other Cash contribution to the equity
capital of a Restricted Person, except to the extent that Cash proceeds are intended at the time of
receipt to be used to fund a Permitted Acquisition, an acquisition of limited partnership units of
an MLP or a capital expenditure (other than capital expenditures for repair, replacement or
maintenance of existing capital assets of a Restricted Person) by a Restricted Person and are so
used within 120 days after such receipt (or in the case of such a capital expenditure, construction
with respect thereto has begun within 120 days), or (ii) from the incurrence of Indebtedness for
borrowed money by a Restricted Person, other than as permitted by clauses (a) through (g) of
Section 7.01, minus (b) the sum of (i) only in the case of the incurrence of Senior Note
Indebtedness, the Indebtedness outstanding under the Existing Credit Agreement on the date of such
incurrence, (ii) the payment of any Applicable Hedging Contract Termination Payments, and (iii) any
bona fide direct costs incurred in connection with such sale, contribution or issuance.



     “New Lenders” has the meaning given to such term in Section 2.18(a).



     “Note” means a promissory note made by the Borrower in favor of a Lender evidencing
Loans made by such Lender, substantially in the form of Exhibit F-1, in the case of any
Loans other than Swingline Loans, or the form of Exhibit F-2, in the case of Swingline
Loans.



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     “Obligations” means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Restricted Person arising under any Loan Document or otherwise with respect to
any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including
interest and fees that accrue after the commencement by or against any Restricted Person or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding.



     “Other Taxes” means 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.



     “Participant” has the meaning given to such term in Section 10.06(d).



     “Partnership Agreement” means the Agreement of Limited Partnership of the Borrower as
in effect on the date of this Agreement.



     “Perfection Certificate” means a certificate substantially in the form of Exhibit
G that provides information with respect to the personal or mixed property of any Restricted
Person.



     “Permitted Acquisitions” means (a) the acquisition of all of the Equity Interests in a
Person (exclusive of director-qualifying shares and other Equity Interests required to be held by
an Affiliate to comply with a requirement of Law), (b) any other acquisition of all or a
substantial portion of the business, assets or operations of a Person (whether in a single
transaction or a series of related transactions), or (c) a merger or consolidation of any Person
with or into a Restricted Person so long as the survivor is or becomes a Restricted Person upon
consummation thereof (and Borrower is the survivor, if it is a party); provided, that (i)
prior to and after giving effect to such acquisition, no Default or Event of Default shall have
occurred and be continuing, (ii) all representations and warranties contained in the Loan Documents
shall be true and correct in all material respects as if restated immediately following the
consummation of such acquisition, and (iii) the Borrower has provided to the Administrative Agent
an officer’s certificate, in form satisfactory to the Administrative Agent, certifying that each of
the foregoing conditions has been satisfied.



     “Permitted Investments” means:



     (a) Cash Equivalents;



     (b) Investments in any Restricted Subsidiary;



     (c) (i) Investments held directly by ETP GP in its general partnership units and incentive
distribution rights of ETP, plus additional contributions by ETP GP to maintain its general
partnership interest in ETP, and (ii) Investments held directly by Regency GP in its general
partnership units and incentive distribution rights of Regency, plus additional contributions by
Regency GP to maintain its general partnership interest in Regency;



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     (d) unsecured Guarantees of Indebtedness of Unrestricted Persons (other than an MLP and their
respective subsidiaries) in an amount not to exceed $15,000,000 at any one time;



     (e) Investments held directly by the Borrower or a Restricted Subsidiary in limited
partnership units of an MLP;



     (f) Investments (other than Guarantees) in Unrestricted Persons (other than an MLP and their
respective subsidiaries) made after the Closing Date in an aggregate amount not to exceed
$15,000,000 at any one time outstanding to the extent permitted by Section 6.11; and



     (g) Investments (other than Guarantees) in Unrestricted Persons sourced from funds derived
from equity offerings of the Borrower not to exceed $75,000,000 at any one time outstanding.



     “Permitted Lien” has the meaning given to such term in Section 7.02.



     “Permitted Line of Business” means, with respect to the specified Person, lines of
business engaged in by such Person and its subsidiaries such that such Person and its subsidiaries,
taken as a whole, are substantially engaged in businesses that are (i) qualified business of master
limited partnerships and (ii) energy-related.



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



     “Pledge and Security Agreement” means the Pledge and Security Agreement to be executed
by Borrower and each Restricted Subsidiary (other than ETP GP and Regency GP) substantially in the
form of Exhibit H, as it may be amended, restated, supplemented or otherwise modified from
time to time.



     “Prime Rate” means the rate of interest per annum established from time to time by
Credit Suisse AG as its prime rate in effect at its principal office in New York City. Each change
in the Prime Rate shall be effective from and including the date such change is established as
being effective.



     “Quarterly Testing Date” means the last day of each Fiscal Quarter.



     “Rating” means, as to each Rating Agency and on any day, the rating maintained by such
Rating Agency on such day for senior, unsecured, non-credit enhanced, long-term debt of the
Borrower.



     “Rating Agency” means Fitch, S&P or Moody’s.



     “Regency” means Regency Energy Partners LP, a Delaware limited partnership.



     “Regency Credit Agreement” means the Fifth Amended and Restated Credit Agreement dated
March 3, 2010 among Regency, Regency Gas Services LP, as borrower, the subsidiary guarantors named
therein, Well Fargo Bank, National Association, successor to Wachovia Bank,



-23-









 




National Association, as administrative agent, and the other agents and the lenders from time
to time party thereto, as amended, modified, waived or otherwise supplemented prior to the date
hereof.




     “Regency GP” means Regency GP LP, a Delaware limited partnership, or the corporate,
partnership or limited liability successor thereto, in either case which is the general partner of
Regency.



     “Regency LLC” means Regency GP LLC, a Delaware limited liability company, or the
corporate, partnership or limited liability successor thereto, in either case which is the general
partner of Regency GP.



     “Regency Material Adverse Effect” means a material adverse effect on (i) the financial
condition, operations, properties or prospects of Regency and its subsidiaries, taken as a whole,
or (ii) the ability of Regency to perform its obligations under the Applicable Regency Credit
Agreement or the ability of its subsidiaries, taken as a whole, to perform their respective
obligations under the guarantee of the Applicable Regency Credit Agreement, or (iii) the validity
or enforceability of the Applicable Regency Credit Agreement and related documents.



     “Regency Reporting” means all information or reports that relates to Regency and its
subsidiaries (including their respective financial condition, operations, properties, prospects,
business, liabilities, or compliance): (i) required to be provided pursuant to Sections
6.02 or 6.04, (ii) provided to the management of the Borrower, or (iii) that has become
publicly available.



     “Register” has the meaning given to such term in Section 10.06(c).



     “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, trustees, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.



     “Responsible Officer” means the chief executive officer, president, chief financial
officer or treasurer of a Restricted Person. Any document delivered hereunder that is signed by a
Responsible Officer of a Restricted Person shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such Restricted Person
and such Responsible Officer shall be conclusively presumed to have acted on behalf of such
Restricted Person.



     “Restricted Payment” means any dividends on, or other distribution in respect of, any
Equity Interests in any Restricted Person, or any purchase, redemption, acquisition, or retirement
of any Equity Interests in any Restricted Person (whether such interests are now or hereafter
issued, outstanding or created), or any reduction or retirement of the Equity Interest of any
Restricted Person, except, in each case, distributions, dividends or any other of the above actions
payable solely in shares of capital stock of (or other ownership or profit interests in) such
Restricted Person, or warrants, options or other rights for the purchase or acquisition from such
Restricted Person of shares of capital stock of (or other ownership or profit interests in) such
Restricted Person.



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     “Restricted Person” means each of the Borrower, ETP GP, ETP LLC, Regency GP, Regency
LLC and any other Person who is designated a Restricted Subsidiary pursuant to the requirements of
Section 6.11.



     “Restricted Subsidiary” means any Subsidiary of the Borrower other than the
Unrestricted Persons.



     “Restructuring Transactions” means (i) the redemption by ETP of 12,273,830 common
limited partnership units of ETP held by the Borrower in exchange for the MEP Interests, (ii) the
exchange by the Borrower with Regency of the MEP Interests for 26,266,791 limited partnership units
of Regency, and (iii) the acquisition by the Borrower from GE EFS and certain of Regency GP’s
management parties of 100% of the equity interest in Regency GP and Regency LLC in consideration
for the Restructuring Preferred Units.



     “Restructuring Preferred Units” means the 3,000,000 units of the class of new units of
the Borrower designated as the “Series A Convertible Preferred Units” of the Borrower
issued pursuant to the Restructuring Transactions with an aggregate redemption value of
$300,000,000 on the date of issuance, with a quarterly cumulative preferred distribution of $2.00
per unit (8% per annum) and subject to mandatory redemption and other provisions as described in
Schedule 3.



     “Risk Management Policy” means the Risk Management Policy of the Borrower in effect on
the date of this Agreement as amended from time to time.



     “S&P” means Standard & Poor’s Ratings Services (a division of McGraw Hill, Inc.) or
its successor.



     “Sale and Lease-Back Transaction” means, with respect to any Person (a
“Transferor”), any arrangement (other than between the Borrower and a Wholly Owned
Subsidiary of the Borrower that is a Restricted Person or between Wholly Owned Subsidiaries of the
Borrower that are each Restricted Persons) whereby (a) property (the “Subject Property”)
has been or is to be disposed of by such Transferor to any other Person with the intention on the
part of such Transferor of taking back a lease of such Subject Property pursuant to which the
rental payments are calculated to amortize the purchase price of such Subject Property
substantially over the useful life of such Subject Property, and (b) such Subject Property is in
fact so leased by such Transferor or an Affiliate of such Transferor.



     “Senior Note Indebtedness” means the Indebtedness of the Borrower evidenced by the
Senior Notes.



     “Senior Note Refinancing Indebtedness” has the meaning assigned to that term in
Section 7.01(j).



     “Senior Notes” means the senior notes issued by the Borrower pursuant to the
Indenture.



-25-









 





     “Specified Acquisition” means an acquisition of assets or entities or operating lines
or divisions by a Restricted Person for a purchase price of not less than $25,000,000; for
avoidance of doubt, it is agreed that the Restructuring Transactions constitute a Specified
Acquisition.



     “Specified Acquisition Period” means a period elected by the Borrower that commences
on the date elected by the Borrower, by notice to the Administrative Agent, following the
occurrence of a Specified Acquisition and ending on the earliest of (a) the third Quarterly Testing
Date occurring after the consummation of such Specified Acquisition, (b) the date of a Specified
Equity Offering and (c) if the Leverage Ratio is less than or equal to 4.50 to 1.00 on such date,
the date of the Borrower’s delivery of a notice to the Administrative Agent terminating such
Specified Acquisition Period accompanied by a certificate reflecting compliance with such Leverage
Ratio; provided, in the event the Leverage Ratio exceeds 4.50 to 1.00 as of the end of any
Fiscal Quarter in which a Specified Acquisition has occurred, the Borrower shall be deemed to have
so elected a Specified Acquisition Period with respect thereto on such last day of such Fiscal
Quarter; provided, further, following the election (or deemed election) of a
Specified Acquisition Period, the Borrower may not elect (or be deemed to have elected) a
subsequent Specified Acquisition Period unless, at the time of such subsequent election, the
Leverage Ratio does not exceed 4.50 to 1.00. Only one Specified Acquisition Period may be elected
(or deemed elected) with respect to any particular Specified Acquisition.



     “Specified Equity Offering” means the date (or the last such date if more than one
issuances are aggregated) that the proceeds are received by the Borrower of one or more issuances
of equity by the Borrower for aggregate net cash proceeds of not less than twenty-five percent
(25%) of the aggregate purchase price of the Specified Acquisition. For purposes of clarification,
nothing in this Agreement, including this definition, shall obligate the Borrower at any time to
issue equity for the purpose of financing all or any portion of the purchase price associated with
a Specified Acquisition.



     “subsidiary” of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person.



     “Subsidiary” means, except as used in connection with Consolidated financial
statements, financial condition, results of operations, cash flows, assets, liabilities, etc., or
unless otherwise specified, any subsidiary of the Borrower, excluding each MLP and its respective
subsidiaries.



     “Swingline Commitment” means the commitment of the Swingline Lender to make Swingline
Loans, as such amount may be adjusted from time to time in accordance with this Agreement by the
Borrower and the Swingline Lender. The Swingline Commitment is $10,000,000.



-26-









 





     “Swingline Lender” means Credit Suisse AG, acting through any of its Affiliates or branches, in its capacity as lender of Swingline Loans hereunder, or any successor issuer
of Swingline Loans.



     “Swingline Lender’s Office” means such address or account as the Swingline Lender may
from time to time notify to the Borrower and the Lenders.



     “Swingline Loan” has the meaning assigned to that term in Section 2.02.



     “Taxes” means 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.



     “Termination Event” means (a) the occurrence with respect to any ERISA Plan of (i) a
reportable event described in Sections 4043(c)(5) or (6) of ERISA or (ii) any other reportable
event described in Section 4043(c) of ERISA other than a reportable event not subject to the
provision for 30-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by
such corporation under Section 4043(a) of ERISA, (b) the withdrawal of any ERISA Affiliate from an
ERISA Plan during a plan year in which it was a “substantial employer” as defined in Section
4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate any ERISA Plan or the
treatment of any ERISA Plan amendment as a termination under Section 4041 of ERISA, (d) the
institution of proceedings to terminate any ERISA Plan by the Pension Benefit Guaranty Corporation
under Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any ERISA Plan.



     “Tribunal” means any government, any arbitration panel, any court or any governmental
department, commission, board, bureau, agency or instrumentality of the United States or any state,
province, commonwealth, nation, territory, possession, county, parish, town, township, village or
municipality, whether now or hereafter constituted or existing.



     “Type” means, with respect to a Loan, its character as an ABR Loan or a Eurodollar
Loan.



     “UCC” means the Uniform Commercial Code as in effect in the State of New York from
time to time.



     “United States” and “U.S.” mean the United States of America.



     “Unrestricted Persons” means each MLP and its respective subsidiaries and, unless
subsequently designated as a Restricted Subsidiary pursuant to Section 6.11, any Subsidiary
of the Borrower that is designated as an Unrestricted Person pursuant to Section 6.11.



     “Value” means as of any date of determination (i) the combined market value of limited
partnership units of each MLP held by the Borrower as determined by reference to the price of the
common units of such MLP as quoted on the New York Stock Exchange at the close of business on the
date of determination plus (ii) 12 times Consolidated EBITDA of the Borrower



-27-









 




derived from the general partnership interests and incentive distribution rights under the
Agreement of Limited Partnership of such MLP as in effect from time to time (other than expenses
relating to the Borrower) for the four Fiscal Quarter period most recently ended prior to the date
of determination (for clarity, being the product of 4 times such amount for the last Fiscal Quarter
in such period) as set forth in clause (b) of the definition of “Consolidated EBITDA” of the
Borrower.




     “Wholly Owned Subsidiary” means, with respect to a Person, any subsidiary of such
Person, all of the issued and outstanding stock, limited liability company membership interests, or
partnership interests of which (including all rights or options to acquire such stock or interests)
are directly or indirectly (through one or more subsidiaries) owned by such Person, excluding any
general partner interests owned, directly or indirectly, by General Partner in any such subsidiary
that is a partnership, in each case such general partner interests not to exceed two percent (2%)
of the aggregate ownership interests of any such partnership and directors’ qualifying shares if
applicable.



     1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:



     (a) 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, (i) any definition of or reference to any
agreement, instrument or other document 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 or
in any other Loan Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “herein,” “hereof” and
“hereunder,” and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv)
all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which
such references appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any reference to any law
or regulation shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) 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.



     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



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     (c) Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan
Document.



     1.03 Accounting Terms.



     (a) Generally. All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and other
financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Initial Financial Statements, except as otherwise
specifically prescribed herein.



     (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or
the Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Majority Lenders); provided
that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance
with GAAP prior to such change therein, and (ii) the Borrower shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



     1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).



     1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).



     1.06 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of
a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any Letter of Credit
that, by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time.




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ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS




     2.01 Loans. Subject to the terms and conditions hereof, each Lender agrees to make Loans to the
Borrower upon the Borrower’s request from time to time during the Commitment Period,
provided that (a) subject to Sections 3.03, 3.04 and 3.06, all
Lenders are requested to make Loans of the same Type in accordance with their respective Applicable
Percentages and as part of the same Borrowing, and (b) after giving effect to such Loans, the
Facility Usage does not exceed the Aggregate Commitments, and the Loans of any Lender plus such
Lender’s Applicable Percentage of all LC Obligations and Swingline Loans does not exceed such
Lender’s Commitment. The aggregate amount of all Loans that are ABR Loans in any Borrowing must be
equal to $1,000,000 or any higher integral multiple of $500,000. The aggregate amount of all
Eurodollar Loans in any Borrowing must be equal to $3,000,000 or any higher integral multiple of
$1,000,000. The Borrower may have no more than eight (8) Borrowings of Eurodollar Loans
outstanding at any time. All Loans shall be due and payable in full on the Maturity Date, subject
to prepayments provided herein. Subject to the terms and conditions of this Agreement, the
Borrower may borrow, repay, and reborrow Loans under this Section 2.01.



     2.02 Swingline Loans.



     (a) Subject to the terms and conditions of this Agreement, the Swingline Lender agrees to make
swingline loans (“Swingline Loans”) to the Borrower from time to time during the Commitment
Period; provided, that the aggregate principal amount of all outstanding Swingline
Loans (after giving effect to any amount requested), shall not exceed the lesser of (i) the
Aggregate Commitments less the sum of all outstanding Loans and the LC Obligations and (ii) the
Swingline Commitment; provided further that the Swingline Lender will not make a Swingline
Loan from and after the date which is one (1) day after it has received written notice from the
Borrower or any Lender that one or more of the applicable conditions to Credit Extensions specified
in Section 4.01 is not then satisfied until such conditions are satisfied or waived in
accordance with the provisions of this Agreement (and the Swingline Lender shall be entitled to
conclusively rely on any such notice and shall have no obligation to independently investigate the
accuracy of such notice and shall have no liability to the Borrower in respect thereof if such
notice proves to be inaccurate). The amount of any Swingline Loan shall not be subject to a
minimum amount or increment.



     (b) Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such
refundings of any Swingline Loan shall be made by each Lender in an amount equal to its Applicable
Percentage with respect thereto and shall thereafter be reflected as Loans of the Lenders on the
books and records of the Administrative Agent. Each Lender shall fund such amount upon demand by
the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after
such demand is made. No Lender’s obligation to fund its Applicable Percentage of a Swingline Loan
shall be affected by any other Lender’s failure to fund its Applicable Percentage of a Swingline
Loan, nor shall any Lender’s Applicable Percentage be increased as a result of any such failure of
any other Lender to fund its Applicable Percentage of a Swingline Loan.



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     (c) The Borrower shall pay to the Swingline Lender the amount of each Swingline Loan (unless
such Swingline Loan is fully refunded by the Lenders pursuant to Section 2.02(b)), on
demand and in no event later than the Maturity Date. In addition, the Borrower hereby authorizes
the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender
(up to the amount available therein) in order to immediately pay the Swingline Lender the amount of
such Swingline Loans. If any portion of any such amount paid to the Swingline Lender shall be
recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the
loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with
their Applicable Percentages (unless the amounts so recovered by or on behalf of the Borrower
pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of
Default of which the Administrative Agent has received notice in the manner required pursuant to
Section 10.02 and which such Event of Default has not been waived by the Majority Lenders
or the Lenders, as applicable).



     (d) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in
accordance with the terms of this Section 2.02 is absolute and unconditional and shall not
be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth
in Article IV. Further, each Lender agrees and acknowledges that if prior to the refunding
of any outstanding Swingline Loans pursuant to this Section 2.02, one of the events
described in subsections 8.01(j)(i), 8.01(j)(ii) or 8.01(j)(iii) shall have occurred, each
Lender will, on the date the applicable Loan would have been made, purchase an undivided,
irrevocable and unconditional participating interest in the Swingline Loans to be refunded in an
amount equal to its Applicable Percentage of the aggregate amount of such Swingline Loans. Each
Lender will immediately transfer to the Swingline Lender, in immediately available funds, the
amount of its participation, and upon receipt thereof, the Swingline Lender will deliver to such
Lender a certificate evidencing such participation dated the date of receipt of such funds and for
such amount. Whenever, at any time after the Swingline Lender has received from any Lender such
Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on
account thereof, the Swingline Lender will distribute to such Lender its participating interest in
such amount (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Lender’s participating interest was outstanding and funded).
Notwithstanding the foregoing provisions of this Section 2.02(d), a Lender shall have no
obligation to refund a Swingline Loan pursuant to Section 2.02(b) if (i) a Default shall
exist at the time such refunding is requested by the Swingline Lender, (ii) such Default had
occurred and was continuing at the time such Swingline Loan was made by the Swingline Lender and
(iii) such Lender notified the Swingline Lender in writing, not less than one (1) Business Day
prior to the making by the Swingline Lender of such Swingline Loan, that such Default has occurred
and is continuing and that such Lender will not refund Swingline Loans made while such Default is
continuing.



     2.03 Requests for New Loans. The Borrower must give to the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) of any requested Borrowing of Loans or Swingline
Loans to be funded by the Lenders or the Swingline Lender. Each such notice constitutes a Loan
Notice hereunder and must:



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     (a) specify (i) the aggregate amount of any such Borrowing of ABR Loans and the date on which
such ABR Loans are to be advanced, (ii) the aggregate amount of any such Borrowing of Eurodollar
Loans, the date on which such Eurodollar Loans are to be advanced (which shall be the first day of
the Interest Period which is to apply thereto), and the length of the applicable Interest Period,
or (iii) the aggregate amount of any such Borrowing of Swingline Loans and the date on which such
Swingline Loans are to be advanced; and



     (b) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which
any such ABR Loans or Swingline Loans are to be made, or (ii) the third Business Day preceding the
day on which any such Eurodollar Loans are to be made.



     Each such written request or confirmation must be made in the form and substance of the Loan
Notice, duly completed. Each such telephonic request shall be deemed a representation, warranty,
acknowledgment and agreement by the Borrower as to the matters which are required to be set out in
such written confirmation. Upon receipt of any such Loan Notice requesting Loans, the
Administrative Agent shall give each Lender prompt notice of the terms thereof. Upon receipt of
any such Loan Notice requesting Swingline Loans, the Administrative Agent shall give the Swingline
Lender prompt notice of the terms thereof. In the case of Loans, if all conditions precedent to
such new Loans have been met, each Lender will by 1:00 p.m. New York time on the date requested
promptly remit to the Administrative Agent at the Administrative Agent’s Office the amount of such
Lender’s Loan in immediately available funds, and upon receipt of such funds, unless to its actual
knowledge any conditions precedent to such Loans have been neither met nor waived as provided
herein, the Administrative Agent shall promptly make such Loans available to the Borrower. In the
case of Swingline Loans, if all conditions precedent to such new Loans have been met, the Swingline
Lender will on the date requested promptly remit to the Borrower the amount of such Swingline Loan
in immediately available funds, unless to its actual knowledge any conditions precedent to such
Swingline Loan have been neither met nor waived as provided herein. Loans to be made for the
purpose of refunding Swingline Loans shall be made by the Lenders as provided in Section
2.02(b).



     2.04 Continuations and Conversions of Existing Loans. The Borrower may make the following
elections with respect to Loans already outstanding: to Convert, in whole or in part, ABR Loans to
Eurodollar Loans; to Convert, in whole or in part, Eurodollar Loans to ABR Loans on the last day of
the Interest Period applicable thereto; and to Continue, in whole or in part, Eurodollar Loans
beyond the expiration of such Interest Period by designating a new Interest Period to take effect
at the time of such expiration. In making such elections, the Borrower may combine existing Loans
made pursuant to separate Borrowings into one new Borrowing or divide existing Loans made pursuant
to one Borrowing into separate new Borrowings, provided, that (i) the Borrower may
have no more than eight (8) Borrowings of Eurodollar Loans outstanding at any time, (ii) the
aggregate amount of all ABR Loans in any Borrowing must be equal to $1,000,000 or any higher
integral multiple of $500,000, and (iii) the aggregate amount of all Eurodollar Loans in any
Borrowing must be equal to $3,000,000 or any higher integral multiple of $1,000,000. To make any
such election, the Borrower must give to the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of any such Conversion or Continuation of existing Loans,
with a separate notice given for each new Borrowing. Each such notice must:



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     (a) specify the existing Loans which are to be Continued or Converted;



     (b) specify (i) the aggregate amount of any Borrowing of ABR Loans into which such existing
Loans are to be Continued or Converted and the date on which such Continuation or Conversion is to
occur, or (ii) the aggregate amount of any Borrowing of Eurodollar Loans into which such existing
Loans are to be Continued or Converted, the date on which such Continuation or Conversion is to
occur (which shall be the first day of the Interest Period which is to apply to such Eurodollar
Loans), and the length of the applicable Interest Period; and



     (c) be received by the Administrative Agent not later than 11:00 a.m. on (i) the day on which
any such Conversion to ABR Loans is to occur, or (ii) the third Business Day preceding the day on
which any such Continuation or Conversion to Eurodollar Loans is to occur.



     Each such written request or confirmation must be made in the form and substance of the Loan
Notice, duly completed. Each such telephonic request shall be deemed a representation, warranty,
acknowledgment and agreement by the Borrower as to the matters which are required to be set out in
such written confirmation. Upon receipt of any such Loan Notice, the Administrative Agent shall
give each Lender prompt notice of the terms thereof. Each Loan Notice shall be irrevocable and
binding on the Borrower. During the continuance of any Default, the Borrower may not make any
election to Convert existing Loans into Eurodollar Loans or Continue existing Loans as Eurodollar
Loans beyond the expiration of their respective and corresponding Interest Period then in effect.
If (due to the existence of a Default or for any other reason) the Borrower fails to timely and
properly give any Loan Notice with respect to a Borrowing of existing Eurodollar Loans at least
three days prior to the end of the Interest Period applicable thereto, such Eurodollar Loans, to
the extent not prepaid at the end of such Interest Period, shall automatically be Converted into
ABR Loans at the end of such Interest Period. No new funds shall be repaid by the Borrower or
advanced by any Lender in connection with any Continuation or Conversion of existing Loans pursuant
to this Section, and no such Continuation or Conversion shall be deemed to be a new advance of
funds for any purpose; such Continuations and Conversions merely constitute a change in the
interest rate, Interest Period or Type applicable to already outstanding Loans.



     2.05 Use of Proceeds. The Borrower shall use the proceeds of all Loans for general business
purposes of the Borrower. The Letters of Credit shall be used for general business purposes of the
Borrower and its Restricted Subsidiaries. No part of the proceeds of any Loan will be used, whether
directly or indirectly, (i) to repay Indebtedness outstanding under the Existing Credit Agreement
or (ii) for any purpose that entails a violation of, or is inconsistent with, any of the
Regulations of the Board, including Regulations T, U and X. Without limiting the foregoing, (i)
the Borrower represents and warrants that the Borrower is not engaged principally, or as one of the
Borrower’s important activities, in the business of extending credit to others for the purpose of
purchasing or carrying margin stock, and (ii) no proceeds of any Credit Extension shall be used to
purchase or carry margin stock (as those terms are used in such Regulations T, U and X), including
MLP partnership units, unless the Borrower and the Lenders (or the Administrative Agent with the
approval of the Lenders) shall have executed an appropriate Form U-1 evidencing compliance with
Regulations T, U, and X.



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     2.06 Prepayments of Loans.



     (a) Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent
at any time or from time to time, voluntarily prepay Loans in whole or in part without premium or
penalty (other than Eurodollar Loan breakage costs, if any, pursuant to Section 3.05) if
(a) such notice is received by the Administrative Agent not later than 1:00 p.m. three Business
Days prior to any date of prepayment; and (b) any partial prepayment is in a principal amount of
$3,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal
amount thereof then outstanding. Each such notice must specify the date and amount of such
prepayment and the Loans to be prepaid. The Administrative Agent shall promptly notify each Lender
of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of
such prepayment. Any prepayment of a Eurodollar Loan must be accompanied by all accrued interest
thereon. No Lender may reject any voluntary prepayment pursuant to this Section 2.06.



     (b) Mandatory Prepayment upon Asset Sales and Issuance of Equity or Indebtedness. In
the event that the Leverage Ratio exceeds 4.00 to 1.00, no later than the third Business Day
following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net
Asset Sale Proceeds (including, for the avoidance of doubt, Net Asset Sale Proceeds received by the
Borrower or its Restricted Subsidiaries from any Asset Sale of Equity Interests of its Subsidiaries
or of Equity Interests of an MLP), the Borrower shall prepay, without premium or penalty, the Loans
with 50% of such Net Asset Sale Proceeds until such time as the Leverage Ratio is less than 4.00 to
1.00.



     (c) Mandatory Prepayment upon Facility Usage Exceeding Aggregate Commitments. If the
sum of the Facility Usage exceeds the Aggregate Commitments, the Borrower shall, within one
Business Day after the occurrence of that event, first, repay or prepay the Loans, and second,
replace or cash collateralize outstanding Letters of Credit in accordance with the procedures set
forth in Section 2.11, in an amount sufficient to eliminate the excess.



     (d) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to
Section 2.06(b), the Borrower shall deliver to the Administrative Agent a certificate of a
Responsible Officer demonstrating the calculation of the amount of the applicable Net Asset Sale
Proceeds. In the event that the Borrower shall subsequently determine that the actual amount
received exceeded the amount set forth in such certificate, the Borrower shall promptly make an
additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall
concurrently therewith deliver to the Administrative Agent a certificate of a Responsible Officer
demonstrating the derivation of such excess amount.



     (e) Application of Prepayments. Any prepayment of a Loan pursuant to this Section
2.06 shall be applied to reduce the principal on the Loan (but without reduction of the
Commitments) and shall be applied first to ABR Loans to the full extent thereof before application
to Eurodollar Loans, in each case in a manner which minimizes the amount of any payments required
to be made by the Borrower pursuant to Section 3.05.



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     2.07 Letters of Credit. Subject to the terms and conditions hereof, from the date of this
Agreement until the date 30 days prior to the Maturity Date, the Borrower may request the LC Issuer
to issue, amend, or extend the expiration date of, one or more Letters of Credit for the account of
the Borrower or any or its Restricted Subsidiaries, provided that:



     (a) after taking such Letter of Credit into account (i) the aggregate amount of all
outstanding LC Obligations does not exceed $50,000,000 and (ii) the Facility Usage does not exceed
the Aggregate Commitments at such time;



     (b) the expiration date of such Letter of Credit is prior to the earlier of (i) 365 days after
the issuance thereof, provided that such Letter of Credit may provide for automatic
extensions of such expiration date (such Letter of Credit, an “Auto-Extension Letter of
Credit”) for additional periods of 365 days thereafter, and (ii) five Business Days prior to
the end of the Commitment Period;



     (c) the issuance of such Letter of Credit will be in compliance with all applicable
governmental restrictions, policies, and guidelines and will not subject LC Issuer to any cost that
is not reimbursable under Article III;



     (d) such Letter of Credit is in form and upon terms as shall be acceptable to LC Issuer in its
sole and absolute discretion;



     (e) the LC issuer has received a Letter of Credit request at least three Business Days (or
such shorter period as may be agreed by the LC Issuer) prior to the proposed date of issuance of
such Letter of Credit; and



     (f) all other conditions in this Agreement to the issuance of such Letter of Credit have been
satisfied.


LC Issuer will honor any such request if the foregoing conditions (a) through (e) (the “LC
Conditions”) have been met as of the date of issuance, amendment, or extension of such Letter
of Credit.




     2.08 Requesting Letters of Credit. The Borrower must make a written request for any Letter of
Credit at least three Business Days (or such shorter period as may be agreed upon by the LC Issuer)
before the date on which the Borrower desires the LC Issuer to issue such Letter of Credit. By
making any such written request, unless otherwise expressly stated therein, the Borrower shall be
deemed to have represented and warranted that the LC Conditions will be met as of the date of
issuance of such Letter of Credit. Each such written request for a Letter of Credit must be made
in the form of the Letter of Credit Request. If all LC Conditions for a Letter of Credit have been
met on any Business Day before 11:00 a.m., LC Issuer will issue such Letter of Credit on the same
Business Day at LC Issuer’s Lending Office. If the LC Conditions are met on any Business Day on or
after 11:00 a.m., LC Issuer will issue such Letter of Credit on the next succeeding Business Day at
LC Issuer’s Lending Office. If any provisions of any Letter of Credit Request conflict with any
provisions of this Agreement, the provisions of this Agreement shall govern and control. Unless
otherwise directed by the LC Issuer, the Borrower



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shall not be required to make a specific request to the LC Issuer for any extension of an
Auto-Extension Letter of Credit. Once an Auto-Extension Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require) the LC Issuer to permit the
extension of such Letter of Credit at any time to an expiry date not later than five Business Days
prior to the end of the Commitment Period; provided, however, that the LC Issuer
shall not permit any such extension if (a) the LC Issuer has determined that it would not be
permitted at such time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof, or (b) it has received notice from the Administrative Agent, any Lender or the
Borrower (which may be by telephone or in writing) on or before the day that is five Business Days
before the last day in which notice of non-extension for such Letter of Credit may be given that
one or more of the applicable conditions specified in Section 4.01 is not then satisfied,
and directing the LC Issuer not to permit such extension.




     2.09 Reimbursement and Participations.



     (a) Reimbursement. Each Matured LC Obligation shall constitute a loan by the LC
Issuer to the Borrower. The Borrower promises to pay to the LC Issuer, or to the LC Issuer’s
order, on demand, the full amount of each Matured LC Obligation together with interest thereon (i)
at the Alternate Base Rate plus the Applicable Rate for ABR Loans to and including the second
Business Day after the Matured LC Obligation is incurred, subject to Section 2.09(b), and
(ii) at the Default Rate applicable to ABR Loans on each day thereafter.



     (b) Letter of Credit Advances. If the beneficiary of any Letter of Credit makes a
draft or other demand for payment thereunder, then the Borrower shall be deemed to have requested
the Lenders to make Loans to the Borrower in the amount of such draft or demand, which Loans shall
be made concurrently with the LC Issuer’s payment of such draft or demand and shall be immediately
used by the LC Issuer to repay the amount of the resulting Matured LC Obligation. Such deemed
request by the Borrower shall be made in compliance with all of the provisions hereof,
provided that for the purposes of the first sentence of Section 2.01, the amount of
such Loans shall be considered, but the amount of the Matured LC Obligation to be concurrently paid
by such Loans shall not be considered.



     (c) Participation by Lenders. The LC Issuer irrevocably agrees to grant and hereby
grants to each Lender, and, to induce the LC Issuer to issue Letters of Credit hereunder, each
Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the LC
Issuer, on the terms and conditions hereinafter stated and for such Lender’s own account and risk
an undivided interest equal to such Lender’s Applicable Percentage of the LC Issuer’s obligations
and rights under each Letter of Credit issued hereunder and the amount of each Matured LC
Obligation paid by the LC Issuer thereunder. Each Lender unconditionally and irrevocably agrees
with the LC Issuer that, if a Matured LC Obligation is paid under any Letter of Credit for which
the LC Issuer is not reimbursed in full by the Borrower in accordance with the terms of this
Agreement (including any reimbursement by means of concurrent Loans or by the application of LC
Collateral), such Lender shall (in all circumstances and without set-off or counterclaim) pay to
the LC Issuer on demand, in immediately available funds at the LC Issuer’s Lending Office, such
Lender’s Applicable Percentage of such Matured LC Obligation (or any portion thereof that has not
been reimbursed by the Borrower). Each Lender’s obligation to pay



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the LC Issuer pursuant to the terms of this subsection is irrevocable and unconditional. If
any amount required to be paid by any Lender to the LC Issuer pursuant to this subsection is paid
by such Lender to the LC Issuer within three Business Days after the date such payment is due, the
LC Issuer shall, in addition to such paid amount, be entitled to recover from such Lender, on
demand, interest thereon calculated from such due date at the Federal Funds Rate. If any amount
required to be paid by any Lender to the LC Issuer pursuant to this subsection is not paid by such
Lender to the LC Issuer within three Business Days after the date such payment is due, the LC
Issuer shall, in addition to such amount to be paid, be entitled to recover from such Lender, on
demand, interest thereon calculated from such due date at the Alternate Base Rate plus the
Applicable Rate for ABR Loans.




     (d) Distributions to Participants. Whenever the LC Issuer has in accordance with this
Section received from any Lender payment of such Lender’s Applicable Percentage of any Matured LC
Obligation, if the LC Issuer thereafter receives any payment of such Matured LC Obligation or any
payment of interest thereon (whether directly from the Borrower or by application of LC Collateral
or otherwise, and excluding only interest for any period prior to the LC Issuer’s demand that such
Lender make such payment of its Applicable Percentage), the LC Issuer will distribute to such
Lender its Applicable Percentage of the amounts so received by the LC Issuer; provided,
however, that if any such payment received by the LC Issuer must thereafter be returned by
the LC Issuer, such Lender shall return to the LC Issuer the portion thereof that the LC Issuer has
previously distributed to it.



     (e) Calculations. A written advice setting forth in reasonable detail the amounts
owing under this Section, submitted by the LC Issuer to the Borrower or any Lender from time to
time, shall be conclusive, absent manifest error, as to the amounts thereof.



     (f) Obligations Absolute. The Borrower’s obligation to reimburse Matured LC
Obligations shall be absolute, unconditional and irrevocable, and shall be 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 proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) payment by the LC Issuer under a Letter of
Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (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, constitute a legal or
equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
Neither the Administrative Agent, the Lenders nor the LC Issuer, nor any of their Related Parties,
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 LC Issuer; provided, that the foregoing shall not be
construed to excuse the LC Issuer from liability to the Borrower to the extent of any direct



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damages (as opposed to consequential damages, claims in respect of which are hereby waived by
the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by
the LC Issuer’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 LC Issuer
(as finally determined by a court of competent jurisdiction), the LC Issuer 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 that appear on
their face to be in substantial compliance with the terms of a Letter of Credit, the LC Issuer 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.




     2.10 No Duty to Inquire.



     (a) Drafts and Demands. The LC Issuer is authorized and instructed to accept and pay
drafts and demands for payment under any Letter of Credit without requiring, and without
responsibility for, any determination as to the existence of any event giving rise to said draft,
either at the time of acceptance or payment or thereafter. The LC Issuer is under no duty to
determine the proper identity of anyone presenting such a draft or making such a demand (whether by
tested telex or otherwise) as the officer, representative or agent of any beneficiary under any
Letter of Credit, and payment by the LC Issuer to any such beneficiary when requested by any such
purported officer, representative or agent is hereby authorized and approved. The Borrower
releases the LC Issuer and each Lender from, and agrees to hold the LC Issuer and each Lender
harmless and indemnified against, any liability or claim in connection with or arising out of the
subject matter of this Section, which indemnity shall apply whether or not any such liability or
claim is in any way or to any extent caused, in whole or in part, by any negligent act or omission
of any kind by the LC Issuer or any Lender, provided only that neither the LC
Issuer nor any Lender shall be entitled to indemnification for that portion, if any, of any
liability or claim that is proximately caused by its own individual gross negligence or willful
misconduct, as determined in a final judgment.



     (b) Extension of Maturity. If the maturity of any Letter of Credit is extended by its
terms or by Law or governmental action, if any extension of the maturity or time for presentation
of drafts or any other modification of the terms of any Letter of Credit is made at the request of
the Borrower, or if the amount of any Letter of Credit is increased or decreased at the request of
the Borrower, this Agreement shall be binding upon all Restricted Persons with respect to such
Letter of Credit as so extended, increased, decreased or otherwise modified, with respect to drafts
and property covered thereby, and with respect to any action taken by the LC Issuer, the LC
Issuer’s correspondents, or any Lender in accordance with such extension, increase, decrease or
other modification.



     (c) Transferees of Letters of Credit. If any Letter of Credit provides that it is
transferable, the LC Issuer shall have no duty to determine the proper identity of anyone appearing
as transferee of such Letter of Credit, nor shall the LC Issuer be charged with



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responsibility of any nature or character for the validity or correctness of any transfer or
successive transfers, and payment by the LC Issuer to any purported transferee or transferees as
determined by the LC Issuer is hereby authorized and approved, and the Borrower releases the LC
Issuer and each Lender from, and agrees to hold the LC Issuer and each Lender harmless and
indemnified against, any liability or claim in connection with or arising out of the foregoing,
which indemnity shall apply whether or not any such liability or claim is in any way or to any
extent caused, in whole or in part, by any negligent act or omission of any kind by the LC Issuer
or any Lender, provided only that neither the LC Issuer nor any Lender shall
be entitled to indemnification for that portion, if any, of any liability or claim which is
proximately caused by its own individual gross negligence or willful misconduct, as determined in a
final judgment.




     2.11 LC Collateral.



     (a) Acceleration of LC Obligations. If the Obligations or any part thereof become
immediately due and payable pursuant to Section 8.02, then, unless the Administrative
Agent, acting on the instruction of Majority Lenders, shall otherwise specifically elect to the
contrary (which election may thereafter be retracted by the Administrative Agent, acting on the
instruction of Majority Lenders, at any time), the Borrower shall be obligated to pay to the LC
Issuer immediately an amount equal to the aggregate LC Obligations that are then outstanding to be
held as LC Collateral. Nothing in this subsection shall, however, limit or impair any rights that
the LC Issuer may have under any other document or agreement relating to any Letter of Credit, LC
Collateral or LC Obligation, including any Letter of Credit Request, or any rights which the LC
Issuer or any Lender may have to otherwise apply any payments by the Borrower and any LC Collateral
under Section 2.14.



     (b) Investment of LC Collateral. Pending application thereof, all LC Collateral shall
be invested by the LC Issuer in such Cash Equivalents as the LC Issuer may choose in its sole
discretion. All interest on (and other proceeds of) such Investments shall be reinvested or
applied to Matured LC Obligations or other Obligations that are due and payable. When all
Obligations have been satisfied in full, including all LC Obligations, all Letters of Credit have
expired or been terminated, and all of the Borrower’s reimbursement obligations in connection
therewith have been satisfied in full, the LC Issuer shall release to the Borrower any remaining LC
Collateral. The Borrower hereby assigns and grants to the LC Issuer for the benefit of the Lenders
a continuing security interest in all LC Collateral paid by it to the LC Issuer, all Investments
purchased with such LC Collateral, and all proceeds thereof to secure its Matured LC Obligations
and its Obligations under this Agreement, each Note, and the other Loan Documents. The Borrower
further agrees that the LC Issuer shall have all of the rights and remedies of a secured party
under the UCC with respect to such security interest and that an Event of Default under this
Agreement shall constitute a default for purposes of such security interest.



     (c) Payment of LC Collateral. If the Borrower is required to provide LC Collateral
for any reason but fails to do so as required, the LC Issuer or the Administrative Agent may,
without prior notice to the Borrower or any other Restricted Person, provide such LC Collateral
(whether by transfers from other accounts maintained with the LC Issuer, or otherwise) using any
available funds of the Borrower or any other Person also liable to make such payments, and



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the LC Issuer or the Administrative Agent will give notice thereof to the Borrower promptly
after such application or transfer. Any such amounts that are required to be provided as LC
Collateral and that are not provided on the date required shall be considered past due Obligations
owing hereunder.




     2.12 Interest Rates and Fees.



     (a) Interest Rates. Unless the Default Rate shall apply, (i) each ABR Loan shall bear
interest on each day outstanding at the Alternate Base Rate plus the Applicable Rate for ABR Loans
in effect on such day, (ii) each Eurodollar Loan shall bear interest on each day during the related
Interest Period at the related LIBO Rate plus the Applicable Rate for Eurdollar Loans in effect on
such day, and (iii) each Swingline Loan shall bear interest on each day outstanding at the
Alternate Base Rate plus the Applicable Rate for ABR Loans in effect on such day, with accrued
unpaid interest being due and payable on each Interest Payment Date and, on past due amounts, on
demand. During a Default Rate Period, all Loans and other Obligations shall bear interest on each
day outstanding at the applicable Default Rate. The interest rate shall change whenever the
applicable Alternate Base Rate, the Applicable Rate for ABR Loans, the LIBO Rate, or the Applicable
Rate for Eurodollar Loans changes. In no event shall the interest rate on any Loan exceed the
Maximum Rate.



     (b) Commitment Fees. In consideration of each Lender’s commitment to make Loans, the
Borrower shall pay to the Administrative Agent for the account of each Lender a commitment fee
determined on a daily basis equal to the Applicable Rate for commitment fees in effect on such day
times such Lender’s Applicable Percentage of the unused portion of the Aggregate Commitments on
each day during the Commitment Period, determined for each such day by deducting from the amount of
the Aggregate Commitments at the end of such day the Facility Usage. Solely for purposes of
calculating the commitment fee pursuant to this subsection, the aggregate amount of outstanding
Swingline Loans shall not be included in the determination of Facility Usage. This commitment fee
shall be due and payable in arrears on the last Business Day of each Fiscal Quarter and at the end
of the Commitment Period.



     (c) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent, for
the account of all Lenders in accordance with their respective Applicable Percentages, a letter of
credit fee at an annual rate equal to the Applicable Rate for Eurodollar Loans in effect each day
times the face amount of such Letter of Credit (“LC Participation Fee”). The LC
Participation Fee will be payable in arrears on the last Business Day of each Fiscal Quarter. In
addition, the Borrower will pay to the LC Issuer an administrative issuance fee equal to the
greater of (i) $150 and (ii) 0.25% per annum of the face amount of each Letter of Credit and such
other fees and charges customarily charged by the LC Issuer in respect of any issuance, amendment
or negotiation of any Letter of Credit in accordance with the LC Issuer’s published schedule of
such charges effective as of the date of such amendment or negotiation; such fees will be payable
in arrears on the last Business Day of each Fiscal Quarter.



     (d) Administrative Agent’s Fees. In addition to all other amounts due to the
Administrative Agent under the Loan Documents, the Borrower shall pay fees to the Administrative
Agent as described in the Fee Letter.



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     (e) Calculations and Determinations. All calculations of interest chargeable with
respect to the LIBO Rate and of fees shall be made on the basis of actual days elapsed (including
the first day but excluding the last day) and a year of 360 days. All calculations under the Loan
Documents of interest chargeable with respect to the Alternate Base Rate (except when based on the
LIBO Rate for one month) shall be made on the basis of actual days elapsed (including the first day
but excluding the last day) and a year of 365 or 366 days, as appropriate.



     (f) Past Due Obligations. The Borrower hereby promises to pay to each Lender interest
at the Default Rate on all Obligations (including Obligations to pay fees or to reimburse or
indemnify any Lender) that the Borrower has in this Agreement promised to pay to such Lender and
that are not paid when due. Such interest shall accrue from the date such Obligations become due
until they are paid.



     2.13 Evidence of Debt.



     (a) Credit Extensions. The Credit Extensions made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made
by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Note (in the form of Exhibit F-1 in the case of Loans and in the
form of Exhibit F-2 in the case of Swingline Loans), which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with
respect thereto.



     (b) Letters of Credit. In addition to the accounts and records referred to in
Section 2.13(a), each Lender and the Administrative Agent shall maintain, in accordance
with its usual practice, accounts or records evidencing the purchases and sales by such Lender of
participations in Letters of Credit. In the event of any conflict between the accounts and records
maintained by the Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control in the absence of
manifest error.



     2.14 Payments Generally; Administrative Agent’s Clawback.



     (a) General. All payments to be made by the Borrower shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by the Borrower hereunder shall be made (i) with respect to Loans, to
the Administrative Agent, for the account of the respective Lenders to which



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such payment is owed and (ii) with respect to Swingline Loans, to the Swingline Lender. Each
such payment shall be made at the Administrative Agent’s Office or the Swingline Lender’s Office,
as applicable, in Dollars and in immediately available funds not later than 3:00 p.m. on the date
specified herein. Subject to Section 2.17, the Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share as provided herein)
of each such payment with respect to Loans in like funds as received by wire transfer to such
Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. may, in
the Administrative Agent’s sole discretion, be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue. Except as otherwise provided in this
Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as applicable.




     (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed time of any
Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share
of such Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.01 and Section 2.03 and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in immediately available funds
with interest thereon, for each day from and including the date such amount is made available to
the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case
of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation and
(B) in the case of a payment to be made by the Borrower, the interest rate applicable to ABR Loans.
If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same
or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount
of such interest paid by the Borrower for such period. If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such
Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against a Lender that shall have failed to make such payment to
the Administrative Agent.




     (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders or the LC
Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the LC Issuer, as the case
may be, the amount due. In such event, if the Borrower has not in fact made such payment,
then each of the Lenders or the LC Issuer, 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
LC Issuer, in immediately available funds with interest thereon, for each day from and
including the date such



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amount is distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.



     A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (b) shall be conclusive, absent manifest error.



     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such
Lender, without interest.



     (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and to make payments pursuant to Section
10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any
such participation or to make any payment under Section 10.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date,
and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or to make its payment under Section 10.04(c).



     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.



     2.15 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the
Loans made by it, or the participations in LC Obligations held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Loans or participations and
accrued interest thereon 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
subparticipations in LC 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:



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



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



     Each Restricted Person consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Restricted Person rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of such Restricted
Person in the amount of such participation.



     2.16 Reductions in Commitment. The Borrower shall have the right from time to time to permanently
reduce the Aggregate Commitments, without penalty, provided that (i) notice of such
reduction is given not less than two Business Days prior to such reduction, (ii) the resulting
Aggregate Commitments are not less than the Facility Usage, and (iii) each partial reduction shall
be in an amount at least equal to $3,000,000 and in multiples of $1,000,000 in excess thereof.



     2.17 Defaulting Lenders.



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



     (a) 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 LC Issuer pursuant to
clause (b)(v) below);



     (b) if any Swingline Loans or LC Obligations are outstanding at the time a Lender
becomes a Defaulting Lender then:




     (i) if no Default has occurred and is continuing, all or any part of such
outstanding Swingline Loans and LC Obligations shall be reallocated among the
non-Defaulting Lenders in accordance with their respective Applicable Percentages
but only to the extent the Facility Usage (excluding the Defaulting Lender’s
Applicable Percentage of the Facility Usage) plus such Defaulting Lender’s
Applicable Percentage of such outstanding Swingline Loans and LC Obligations does
not exceed the total of all non-Defaulting Lenders’ Commitments;




     (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected (whether by reason of the occurrence and continuance of a
Default or the non-Defaulting Lenders’ Commitments being exceeded by such
reallocation), Borrower shall within one Business Day following notice by the



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Administrative Agent (x) first, prepay the Defaulting Lender’s Applicable
Percentage of the outstanding Swingline Loans and (y) second, cash collateralize the
Defaulting Lender’s Applicable Percentage of the LC Obligations (after giving effect
to any partial reallocation pursuant to clause (i) above) in accordance with the
procedures set forth in Section 2.11 for so long as such LC Obligations are
outstanding;




     (iii) if any portion of the Defaulting Lender’s Applicable Percentage of the LC
Obligations is cash collateralized pursuant to clause (ii) above, Borrower
shall not be required to pay any LC Participation Fee with respect to the Applicable
Percentage of the Defaulting Lender’s LC Obligations so long as it is cash
collateralized;




     (iv) if any portion of the Defaulting Lender’s Applicable Percentage of the
outstanding LC Obligations 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
Applicable Percentages; or




     (v) if any portion of such Defaulting Lender’s Applicable Percentage of the
outstanding LC Obligations is neither cash collateralized nor reallocated pursuant
to this Section 2.17(b), then, without prejudice to any rights or remedies
of the LC Issuer or any Lender hereunder, the LC Participation Fee payable with
respect to such Defaulting Lender’s Applicable Percentage of the outstanding LC
Obligations shall be payable to the LC Issuer until such portion of the Defaulting
Lender’s Applicable Percentage of the outstanding LC Obligations is cash
collateralized and/or reallocated;



     (c) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be
required to fund any Swingline Loan and the LC Issuer shall not be required to issue, amend or
increase any Letter of Credit, unless it is satisfied that the related exposure will be 100%
covered by the Commitments of the non-Defaulting Lenders and/or cash collateralized in accordance
with Section 2.17(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 Applicable 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 2.15 but excluding Section 10.13(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 LC
Issuer 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



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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 under
Section 2.09(a) in respect of an LC Credit Extension 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 Loans of, and
reimbursement obligations under Section 2.09(a) owed to, all non-Defaulting Lenders pro
rata prior to being applied to the prepayment of any Loans, or reimbursement obligations under
Section 2.09(a) owed to, any Defaulting Lender.



In the event that the Administrative Agent, Borrower, the LC Issuer 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 Applicable Percentages of the outstanding Swingline
Loans and LC Obligations of the 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 of the
other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender
to hold such Loans in accordance with its Applicable Percentage. The rights and remedies against a
Defaulting Lender under this Section 2.17 are in addition to other rights and remedies that
Borrower, the Administrative Agent, the LC Issuer, the Swingline Lender and the non-Defaulting
Lenders may have against such Defaulting Lender. The arrangements permitted or required by this
Section 2.17 shall be permitted under this Agreement, notwithstanding any limitation on
Liens or the pro rata sharing provisions or otherwise.




     2.18 Increase of Commitments. (a) The Borrower shall have the option, without the consent of the
Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding,
subject to the prior approval of the Administrative Agent (such approval not to be unreasonably
withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New
Lenders”) or by allowing one or more Lenders to increase their respective Commitments, subject to
the satisfaction of the following conditions:




     (i) prior to and after giving effect to the increase, no Default or Event of Default
shall have occurred hereunder and be continuing;




     (ii) no such increase shall cause the aggregate increases in Commitments pursuant to
this Section 2.18 to exceed $100,000,000;




     (iii) no Lender’s Commitment shall be increased without such Lender’s consent;




     (iv) no more than three requests may be made for increases in Commitments pursuant to
this Section 2.18; and




     (v) such increase shall be evidenced by an incremental commitment agreement in form and
substance reasonably acceptable to the Administrative Agent and executed by the Borrower,
the Administrative Agent, New Lenders, if any, and Lenders



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increasing their Commitments, if any, and which shall indicate the amount and
allocation of such increase in the Aggregate Commitments and the effective date of such
increase (the “Increase Effective Date”).


Each financial institution that becomes a New Lender pursuant to this Section by the execution and
delivery to the Administrative Agent of the applicable incremental commitment agreement shall be a
“Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The
Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional
amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding
Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect
to any nonratable increase in the Aggregate Commitments under this Section.




     (b) As a condition precedent to each increase pursuant to subsection (a) above, the Borrower
shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the
following in form and substance satisfactory to the Administrative Agent:




     (i) a certificate dated as of the Increase Effective Date, signed by a Responsible
Officer of the Borrower certifying that each of the conditions to such increase set forth in
this Section shall have occurred and been complied with and that, before and after giving
effect to such increase, (A) the representations and warranties contained in this Agreement
and the other Loan Documents are true and correct in all material respects on and as of the
Increase Effective Date after giving effect to such increase, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they
were true and correct in all material respects as of such earlier date, and (B) no Default
or Event of Default exists;




     (ii) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of the Borrower and each Guarantor as the
Administrative Agent may require evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in connection with
such increase agreement and any Guarantors’ Consent to such increase agreement, and such
documents and certifications as the Administrative Agent may require to evidence that the
Borrower and each Guarantor is validly existing and in good standing in its jurisdiction of
organization; and




     (iii) a favorable opinion of independent legal counsel reasonably acceptable to the
Administrative Agent, in form and substance reasonably satisfactory to the Administrative
Agent, relating to such increase agreement and any Guarantors’ Consent to such increase
agreement, addressed to the Administrative Agent and each Lender.



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ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY




     3.01 Taxes.



     (a) Payments Free of Taxes. Any and all payments by or on account of any obligation
of the 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 the Borrower shall be required by applicable 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 LC Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.



     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
Section 3.01(a) above, the Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.



     (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent, each Lender and the LC Issuer, within 10 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 LC Issuer, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto (provided that the Borrower shall not
indemnify the Administrative Agent, any Lender or the LC Issuer for any such penalties, interest
and reasonable expenses arising solely from such party’s failure to notify the Borrower of such
Indemnified Taxes or Other Taxes within a reasonable period of time after such party has actual
knowledge of such Indemnified Taxes or Other Taxes), 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 the Borrower by a Lender or
the LC Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or the LC Issuer, shall be conclusive, absent manifest error.



     (d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental
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 that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments



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hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements.




     Without limiting the generality of the foregoing, any Foreign Lender shall deliver to the
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 the Borrower or the Administrative
Agent, 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 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 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 the 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 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 law to permit the Borrower to
determine the withholding or deduction required to be made.



     (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender or the LC
Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has
paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, such Lender or the LC Issuer, as the
case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon the request of the
Administrative Agent, such Lender or the LC Issuer, agrees to repay the amount



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paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Lender or the LC Issuer in the
event the Administrative Agent, such Lender or the LC Issuer is required to repay such refund to
such Governmental Authority. This subsection shall not be construed to require the Administrative
Agent, any Lender or the LC Issuer to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other Person.




     3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Eurodollar Loans, or to determine or charge interest rates based
upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative
Agent, any obligation of such Lender to make or continue Eurodollar Loans or to Convert ABR Loans
to Eurodollar Loans shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of
such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative
Agent), prepay or, if applicable, Convert all Eurodollar Loans of such Lender to ABR Loans, either
on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain
such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Loans. Upon any such prepayment or Conversion, the Borrower shall also
pay accrued interest on the amount so prepaid or Converted.



     3.03 Inability to Determine Rates. If the Majority Lenders determine that for any reason in
connection with any request for a Eurodollar Loan or a Conversion to or Continuation thereof that
(a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for
the applicable amount and Interest Period of such Eurodollar Loan, (b) adequate and reasonable
means do not exist for determining the LIBO Rate for any requested Interest Period with respect to
a proposed Eurodollar Loan, or (c) the LIBO Rate for any requested Interest Period with respect to
a proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended
until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice.
Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of,
Conversion to or Continuation of Eurodollar Loans or, failing that, will be deemed to have
converted such request into a request for a Borrowing of ABR Loans in the amount specified therein.



     3.04 Increased Costs; Reserves on Eurodollar Loans.



     (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



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or for the account of, or credit extended or participated in by, any Lender or the LC
Issuer;




     (ii) subject any Lender or the LC Issuer 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
Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or
the LC Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by
Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender or the LC Issuer); or




     (iii) impose on any Lender or the LC Issuer or the London interbank market any other
condition, cost or expense 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 or the LC Issuer 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 LC Issuer
hereunder (whether of principal, interest or any other amount), then, upon request of such Lender
or the LC Issuer, the Borrower will pay to such Lender or the LC Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be,
for such additional costs incurred or reduction suffered.




     (b) Capital Requirements. If any Lender or the LC Issuer determines that any Change
in Law affecting such Lender or the LC Issuer or any Lending Office of such Lender or such Lender’s
or the LC Issuer’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 LC Issuer’s capital or on the capital
of such Lender’s or the LC Issuer’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 LC Issuer, to a level below that which such
Lender or the LC Issuer or such Lender’s or the LC Issuer’s holding company, if any, could have
achieved but for such Change in Law (taking into consideration such Lender’s or the LC Issuer’s
policies and the policies of such Lender’s or the LC Issuer’s holding company, if any, with respect
to capital adequacy), then from time to time the Borrower will pay to such Lender or the LC Issuer,
as the case may be, such additional amount or amounts as will compensate such Lender or the LC
Issuer or such Lender’s or the LC Issuer’s holding company, if any, for any such reduction
suffered.



     (c) Certificates for Reimbursement. A certificate of a Lender or the LC Issuer
setting forth the amount or amounts necessary to compensate such Lender or the LC Issuer or its
holding company, as the case may be, as specified in Sections 3.04(a) and 3.04(b)
and delivered to the Borrower shall be conclusive, absent manifest error. The Borrower shall pay
such Lender or the LC Issuer, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.



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     (d) Delay in Requests. Failure or delay on the part of any Lender or the LC Issuer to
demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or the LC Issuer’s right to demand such compensation, provided that
the Borrower shall not be required to compensate a Lender or the LC Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender or the LC Issuer, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the LC Issuer’s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect thereof).



     3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent)
from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:



     (a) any Continuation, Conversion, payment or prepayment of any Loan other than an ABR Loan on
a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise);



     (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, Continue or Convert any Loan other than an ABR Loan on the date or in the
amount notified by the Borrower; or



     (c) any assignment of a Eurodollar Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section 10.13;


including any loss or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which such funds were
obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any
customary administrative fees charged by such Lender in connection with the foregoing.



For purposes of calculating amounts payable by the Borrower to the Lenders under this Section, each
Lender shall be deemed to have funded each Eurodollar Loan made by it at the LIBO Rate for such
Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so
funded.




     3.06 Mitigation Obligations; Replacement of Lenders.



     (a) Designation of a Different Lending Office. If any Lender requests compensation
under Section 3.04, or the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if
any Lender gives a notice pursuant to Section 3.02, 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



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payable pursuant to Section 3.01 or 3.04, as the case may be, in the future,
or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in
each case, would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.




     (b) Replacement of Lenders. If any Lender requests compensation under Section
3.04, if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 or if any
Lender is a Defaulting Lender, the Borrower may replace such Lender in accordance with Section
10.13.



     3.07 Survival. All of the Borrower’s obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations hereunder.



ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




     4.01 Conditions of Effectiveness. This Agreement shall become effective when the following
conditions precedent have been satisfied or waived in accordance with Section 10.01:



     (a) The Administrative Agent shall have received all of the following, each in form and
substance reasonably satisfactory to the Administrative Agent:




     (i) counterparts of this Agreement executed by the Borrower, the Administrative Agent,
the LC Issuer, the Swingline Lender and the Lenders listed on the signature pages to this
Agreement;




     (ii) a Note executed by the Borrower in favor of each Lender requesting a Note;




     (iii) the Pledge and Security Agreement executed by the parties thereto and all UCC
financing statements and other documents or instruments necessary or advisable to perfect
the security interests created by the Pledge and Security Agreement;




     (iv) [Intentionally Omitted];




     (v) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of the Borrower as the Administrative Agent may
require, in form and substance satisfactory to the Administrative Agent, evidencing the
identity, authority and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan Documents to which
the Borrower is a party;




     (vi) such documents and certifications as the Administrative Agent may reasonably
require, in form and substance satisfactory to the Administrative Agent, to evidence that
each Restricted Person is duly organized or formed, and that each



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Restricted Person is validly existing, in good standing and qualified to engage in
business in each jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect;




     (vii) a favorable opinion of each of (i) Locke Lord Bissell & Liddell L.L.P., counsel
to the Restricted Persons, and (ii) the General Counsel of ETP LLC, in each case in form and
substance satisfactory to the Administrative Agent, addressed to the Administrative Agent
and each Lender; the Borrower hereby requests such counsel to deliver such opinion;




     (viii) a certificate of a Responsible Officer of each Restricted Person either (A)
attaching copies of all consents, licenses and approvals required in connection with the
execution, delivery and performance by such Restricted Person and the validity against such
Restricted Person of the Loan Documents to which it is a party, and such consents, licenses
and approvals shall be in full force and effect, or (B) stating that no such consents,
licenses or approvals are so required;




     (ix) a certificate signed by a Responsible Officer of the Borrower certifying that (A)
the conditions specified in Sections 4.02(a) and 4.02(b) have been
satisfied, (B) there has been no event or circumstance since the date of the Initial
Financial Statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect and (C) no Default or Event of
Default has occurred and is continuing under the Existing Credit Agreement;




     (x) a duly completed pro forma Compliance Certificate as of the last day of the Fiscal
Quarter of the Borrower most recently ended prior to the Closing Date, signed by a
Responsible Officer of the Borrower;




     (xi) evidence that all insurance required to be maintained pursuant to Section
6.08 has been obtained and is in effect;




     (xii) [Intentionally Omitted];




     (xiii) Evidence that (A) the gross cash proceeds from the issuance of the Senior Notes
on or before the date of this Agreement are at least $1,800,000,000, (B) such gross cash
proceeds have been applied to repay all loans and other obligations under the Existing
Credit Agreement, (C) the commitments to make loans under the Existing Credit Agreement have
been terminated, (D) all Liens associated with the Existing Credit Agreement have been
released or terminated contemporaneously with the making of such payments and the
termination of such commitments, and (E) arrangements satisfactory to the Administrative
Agent have been made for the recording and filing of such releases;




     (xiv) the Administrative Agent shall have received a Form U-1 with respect to each
Lender that is a bank and a Form G-3 with respect to each Lender that is not a bank, each
duly completed and executed by the Borrower;



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     (xv) such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the LC Issuer or the Majority Lenders reasonably may require.



     (b) Any fees required to be paid by the Borrower on or before the Closing Date shall have been
paid.



     (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges
and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the
Closing Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not
thereafter preclude a final settling of accounts between the Borrower and the Administrative
Agent).



     (d) The Lenders shall have received, to the extent requested, all documentation and other
information required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act.



     Without limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section, each Lender that has
executed and delivered this Agreement shall be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have
received notice from such Lender prior to the proposed Closing Date specifying its objection
thereto.



     4.02 Conditions to all Credit Extensions. No Lender has any obligation to make any Loan (including
its first), and the LC Issuer has no obligation to issue, amend, renew or extend any Letter of
Credit (including its first), unless the following conditions precedent have been satisfied:



     (a) The representations and warranties of the Borrower set forth in this Agreement shall be
true and correct in all material respects on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as applicable (but with respect
to any amendment, renewal or extension, only in the event that the face amount of such Letter of
Credit is actually increased), both before and after giving effect to such Borrowing or other
Credit Extension, provided, however, for purposes of this Section, (i) to the
extent that such representations and warranties specifically refer to an earlier date, they shall
be true and correct as of such earlier date, and (ii) the representations and warranties contained
in Section 5.06(a) shall be deemed to refer to the most recent financial statements
furnished pursuant to Section 6.02; and



     (b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing.



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     Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall
be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a) and (b) of this Section.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES




     To confirm each Lender’s understanding concerning Restricted Persons and Restricted Persons’
businesses, properties and obligations and to induce each Lender to enter into this Agreement and
to extend credit hereunder, the Borrower represents and warrants to each Lender that:



     5.01 No Default. No Restricted Person is in default in the performance of any of the covenants and
agreements contained in any Loan Document. No event has occurred and is continuing that
constitutes a Default.



     5.02 Organization and Good Standing. Each of the Restricted Persons and the General Partner is
duly organized, validly existing and in good standing under the Laws of its jurisdiction of
organization, having all powers required to carry on its business and enter into and carry out the
transactions contemplated hereby. Each of the Restricted Persons and the General Partner is duly
qualified, in good standing, and authorized to do business in all other jurisdictions wherein the
character of the properties owned or held by it or the nature of the business transacted by it
makes such qualification necessary except where the failure to so qualify has not had, and could
not reasonably be expected to have, a Material Adverse Effect.



     5.03 Authorization. Each Restricted Person has duly taken all action necessary to authorize the
execution and delivery by it of the Loan Documents to which it is a party and to authorize the
consummation of the transactions contemplated thereby and the performance of its obligations
thereunder. The Borrower is duly authorized to borrow funds hereunder and obtain Letters of Credit
hereunder.



     5.04 No Conflicts or Consents. The execution and delivery by the various Restricted Persons of the
Loan Documents to which each is a party, the performance by each of its obligations under such Loan
Documents, and the consummation of the transactions contemplated by the various Loan Documents, do
not and will not (a) conflict with any provision of (i) any Law, (ii) the organizational documents
of the Borrower, any of its Subsidiaries or the General Partner, or (iii) any material agreement,
judgment, license, order or permit applicable to or binding upon the Borrower, any of its
Subsidiaries or the General Partner, (b) result in the acceleration of any Indebtedness owed by the
Borrower, any of its Subsidiaries or the General Partner, or (c) result in or require the creation
of any Lien upon any assets or properties of the Borrower, any of its Subsidiaries or the General
Partner. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure
Schedule, no permit, consent, approval, authorization or order of, and no notice to or filing,
registration or qualification with, any Tribunal or third party is required in connection with the
execution, delivery or performance by any Restricted Person of any Loan Document or to consummate
any transactions contemplated



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by the Loan Documents. Neither the Borrower, nor any of its Subsidiaries nor the General
Partner is in breach of or in default under any instrument, license or other agreement applicable
to or binding upon it, which breach or default has had, or could reasonably be expected to have, a
Material Adverse Effect.




     5.05 Enforceable Obligations. This Agreement is, and the other Loan Documents when duly executed
and delivered will be, legal, valid and binding obligations of each Restricted Person that is a
party hereto or thereto, enforceable in accordance with their terms except as such enforcement may
be limited by bankruptcy, insolvency or similar Laws of general application relating to the
enforcement of creditors’ rights.



     5.06 Initial Financial Statements; No Material Adverse Effect.



     (a) The Borrower has heretofore delivered to the Lenders true, correct and complete copies of
the Initial Financial Statements. The Initial Borrower Financial Statements were prepared in
accordance with GAAP. The Initial Borrower Financial Statements fairly present the Borrower’s
Consolidated financial position at the date thereof, the Consolidated results of the Borrower’s
operations for the periods thereof and the Borrower’s Consolidated cash flows for the periods
thereof.



     (b) Since the date of the unaudited Initial Borrower Financial Statements, no event or
circumstance has occurred that has had, or could reasonably be expected to have, a Material Adverse
Effect. Since the date of the unaudited Initial ETP Financial Statements, based upon the ETP
Reporting, no event or circumstance has occurred that has had, or could reasonably be expected to
have, an ETP Material Adverse Effect. Since the date of the unaudited Initial Regency Financial
Statements, based upon the Regency Reporting, no event or circumstance has occurred that has had or
would reasonably be expected to have an Regency Material Adverse Effect.



     5.07 Taxes and Obligations. No Restricted Person has any outstanding Liabilities of any kind
(including contingent obligations, tax assessments, and unusual forward or long term commitments)
that exceed $10,000,000 in the aggregate and not shown in the Initial Financial Statements,
disclosed in the Disclosure Schedule or otherwise permitted under Section 7.01. Each
Restricted Person has timely filed all tax returns and reports required to have been filed and has
paid all taxes, assessments, and other governmental charges or levies imposed upon it or upon its
income, profits or property, except to the extent that any of the foregoing is not yet due or is
being in good faith contested as permitted by Section 6.07.



     5.08 Full Disclosure. No written certificate, statement or other information, taken as a whole,
delivered herewith or heretofore by any Restricted Person to any Lender in connection with the
negotiation of this Agreement or in connection with any transaction contemplated hereby contains
any untrue statement of a material fact or omits to state any material fact necessary to make the
statements contained herein or therein, in light of the circumstances under which they were made,
not misleading as of the date made or deemed made. All information regarding the Borrower’s
Consolidated financial position or results of operations and all other written information
regarding Restricted Persons, taken as a whole, furnished after the date



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hereof by or on behalf of any Restricted Person to the Administrative Agent, LC Issuer or any
Lender in connection with this Agreement and the other Loan Documents and the transactions
contemplated hereby and thereby will be true, complete and accurate in every material respect in
light of the circumstances in which made, or based on reasonable estimates on the date as of which
such information is stated or certified. There is no fact known to any Restricted Person that has
not been disclosed to each Lender in writing that has had, or could reasonably be expected to have,
a Material Adverse Effect.




     5.09 Litigation. Except as disclosed in the Initial Financial Statements, the Applicable Regency
Credit Agreement, or in the Applicable ETP Credit Agreement and except for matters that could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect (a) there are no
actions, suits or legal, equitable, arbitrative or administrative proceedings pending or, to the
knowledge of the Borrower, threatened, by or before any Tribunal against the Borrower, any of its
Subsidiaries or the General Partner or affecting any property of the Borrower, any of its
Subsidiaries or the General Partner, and (b) there are no outstanding judgments, injunctions,
writs, rulings or orders by any such Tribunal against the Borrower, any of its Subsidiaries or the
General Partner or affecting any property of the Borrower, any of its Subsidiaries or the General
Partner. Since the date of this Agreement, there has been no change in the status of any matters
disclosed in the Initial Financial Statements or in the Disclosure Schedule that, individually or
in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.



     5.10 ERISA. All currently existing ERISA Plans are listed in the Disclosure Schedule. Except as
disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event
has occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA
in all material respects. No ERISA Affiliate is required to contribute to, or has any other
absolute or contingent liability in respect of, any “multiemployer plan” as defined in Section 4001
of ERISA. Except as set forth in the Disclosure Schedule: (a) no “accumulated funding deficiency”
(as defined in Section 412(a) of the Code) exists with respect to any ERISA Plan, whether or not
waived by the Secretary of the Treasury or his delegate, and (b) the current value of each ERISA
Plan’s benefits does not exceed the current value of such ERISA Plan’s assets available for the
payment of such benefits by more than $10,000,000.



     5.11 Compliance with Laws. Except as set forth in the Disclosure Schedule, each of the Borrower,
its Subsidiaries and the General Partner has all permits, licenses and authorizations required in
connection with the conduct of its businesses, except to the extent failure to have any such
permit, license or authorization has not had, and could not reasonably be expected to have, a
Material Adverse Effect. Each of the Borrower, its Subsidiaries and the General Partner is in
compliance with the terms and conditions of all such permits, licenses and authorizations, and is
also in compliance with all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any Law or in any regulation,
code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply has not had, and could
not reasonably be expected to have, a Material Adverse Effect. Each of the Borrower, its
Subsidiaries and the General Partner (a) has filed and maintained all tariffs applicable to its
business with each applicable agency, (b) all such tariffs are in compliance with all Laws



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administered or promulgated by each applicable agency and (c) has imposed charges on its
customers in compliance with such tariffs, all contracts applicable to its business and all
applicable Laws except to the extent such failure to file or impose has not had, and could not
reasonably be expected to have, a Material Adverse Effect. As used herein, “agency” includes the
Federal Energy Regulatory Commission and each other United States federal, state, or local
governmental department, commission, board, bureau, agency or instrumentality having jurisdiction
over any Restricted Person or its properties.




     5.12 Environmental Laws. Without limiting the provisions of Section 5.11 and except as
disclosed in the Disclosure Schedule or as has not had, and could not reasonably be expected to
have, a Material Adverse Effect (or with respect to (c), (d) and (e) below, where the failure to
take such actions has not had, and could not reasonably be expected to have, a Material Adverse
Effect):



     (a) Neither any property of any of the Borrower, or its Subsidiaries nor the operations
conducted thereon violate any order or requirement of any Governmental Authority or any
Environmental Laws;



     (b) Without limitation of clause (a) above, no property of any of the Borrower, or its
Subsidiaries nor the operations currently conducted thereon or, to the best knowledge of the
Borrower, by any prior owner or operator of such property or operation, are in violation of or
subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding
by or before any Governmental Authority or to any remedial obligations under Environmental Laws;



     (c) All notices, permits, licenses or similar authorizations, if any, required to be obtained
or filed in connection with the operation or use of any and all property of the Borrower and its
Subsidiaries, including without limitation past or present treatment, storage, disposal or release
of a hazardous substance, hazardous waste or solid waste into the environment, have been duly
obtained or filed, and the Borrower and its Subsidiaries are in compliance with the terms and
conditions of all such notices, permits, licenses and similar authorizations;



     (d) All hazardous substances, hazardous waste, solid waste, and oil and gas exploration and
production wastes, if any, generated at any and all property of the Borrower or any of its
Subsidiaries have in the past been transported, treated and disposed of in accordance with
Environmental Laws and so as not to pose an endangerment to public health or welfare or the
environment, and, to the best knowledge of the Borrower, all such transport carriers and treatment
and disposal facilities have been and are operating in compliance with Environmental Laws and so as
not to pose an imminent and substantial endangerment to public health or welfare or the
environment, and are not the subject of any existing, pending or threatened action, investigation
or inquiry by any Governmental Authority in connection with any Environmental Laws;



     (e) The Borrower and its Subsidiaries have taken all steps reasonably necessary to determine
and have determined that no hazardous substances, hazardous waste, solid waste, or oil and gas
exploration and production wastes, have been disposed of or otherwise released and



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there has been no threatened release of any hazardous substances on or to any property of the
Borrower or any of its Subsidiaries;




     (f) To the extent applicable, all property of the Borrower and its Subsidiaries currently
satisfies all design, operation, and equipment requirements imposed by the Environmental Laws or
scheduled as of the date hereof to be imposed by the Environmental Laws during the term of this
Agreement, and the Borrower does not have any reason to believe that such property, to the extent
subject to the Environmental Laws, will not be able to maintain compliance with the Environmental
Laws requirements during the term of this Agreement; and



     (g) Neither the Borrower nor any of its Subsidiaries has any known contingent liability in
connection with any release or threatened release of any oil, hazardous substance, hazardous waste
or solid waste into the environment.



     5.13 Borrower’s Subsidiaries. The Borrower does not have any Subsidiary or own any stock in any
other corporation or association except those listed in the Disclosure Schedule or disclosed to the
Administrative Agent in writing. Neither the Borrower nor any of its Subsidiaries is a member of
any general or limited partnership, limited liability company, joint venture or association of any
type whatsoever except those listed in the Disclosure Schedule or disclosed to the Administrative
Agent in writing. The Borrower owns, directly or indirectly, the equity membership or partnership
interest in each of its Subsidiaries, which is indicated in the Disclosure Schedule or as disclosed
to the Administrative Agent in writing.



     5.14 Title to Properties; Licenses. Each Restricted Person has good and defensible title to or
valid leasehold interests in all of its material properties and assets, free and clear of all Liens
other than Permitted Liens and of all impediments to the use of such properties and assets in such
Restricted Person’s business. Each Restricted Person possesses all licenses, permits, franchises,
patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise
possesses the right to use such intellectual property without violation of the rights of any other
Person) that are necessary to carry out its business as presently conducted and as presently
proposed to be conducted hereafter, and no Restricted Person is in violation in any material
respect of the terms under which it possesses such intellectual property or the right to use such
intellectual property unless, in each case, such failure to possess or violation has not had, and
could not reasonably be expected to have, a Material Adverse Effect.



     5.15 Government Regulation. Neither the Borrower nor any other Restricted Person owing Obligations
is subject to regulation under the Federal Power Act, the Investment Company Act of 1940, or any
other Law which regulates the incurring by such Person of Indebtedness.



     Neither the Borrower nor any of its Restricted Subsidiaries, nor any Person having “control”
(as that term is defined in 12 U.S.C. § 375b(9) or in regulations promulgated pursuant thereto) of
the Borrower or any of its Restricted Subsidiaries, is a “director” or an “executive officer” or
“principal shareholder” (as those terms are defined in 12 U.S.C. § 375b(8) or (9) or in regulations
promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a
subsidiary or of any subsidiary of a bank holding company of which any Lender



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is a subsidiary. Neither the Borrower nor any subsidiary or Affiliate of the Borrower is (a)
named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S.
Department of the Treasury’s Office of Foreign Assets Control available at
http://www.treas.gov/offices/enforcement/ofac/sdn/sdnlist.txt, or (b) (i) an agency of the
government of a country, (ii) an organization controlled by a country, or (iii) a person resident
in a country that is subject to a sanctions program identified on the list maintained by the U.S.
Department of the Treasury’s Office of Foreign Assets Control and available at
http://www.treas.gov/offices/enforcement/ofac/programs/index.html, or as otherwise
published from time to time, as such program may be applicable to such agency, organization or
person, and the proceeds from the loan will not be used to fund any operations in, finance any
investments or activities in, or make any payments to, any such country, agency, organization or
person.




     5.16 Solvency. The Borrower and each of its Subsidiaries is solvent (as such term is used in
applicable bankruptcy, liquidation, receivership, insolvency or similar Laws), and the sum of the
Borrower’s and each of its Subsidiaries’ absolute and contingent liabilities, including the
Obligations or guarantees thereof, do not exceed the fair market value of such Person’s assets, and
the Borrower’s and each of its Subsidiaries’ capital should be adequate for the businesses in which
such Person is engaged and intends to be engaged. Neither the Borrower nor any of its Subsidiaries
has incurred (whether under the Loan Documents or otherwise), nor does any such Person intend to
incur or believe that it will incur, debts which will be beyond its ability to pay as such debts
mature.



     5.17 Use of Proceeds. The statements and representations made in Section 2.05 are true and
correct.



     5.18 Collateral Documents. The Pledge and Security Agreement is effective to create in favor of
the Administrative Agent (for the benefit of the Lenders and the holders of the Lender Hedging
Obligations) a legal, valid and enforceable security interest in the Collateral described therein
and proceeds thereof. In the case of the Collateral consisting of certificated securities, when
certificates representing such Collateral are delivered to the Administrative Agent, and in the
case of the other Collateral described in the Pledge and Security Agreement, when financing
statements in appropriate form are filed in the offices specified in the Perfection Certificate,
the Administrative Agent (for the benefit of the Lenders and the holders of the Lender Hedging
Obligations) shall have a fully perfected Lien on, and security interest in, all right, title and
interest of the Restricted Persons in such Collateral and, subject to Section 9-315 of the New York
UCC, the proceeds thereof, as security for the Obligations and Lender Hedging Obligations, in each
case prior and superior in right to any other Person.



ARTICLE VI.

AFFIRMATIVE COVENANTS




     To conform with the terms and conditions under which each Lender is willing to have credit
outstanding to the Borrower, and to induce each Lender to enter into this Agreement and extend
credit hereunder, the Borrower covenants and agrees that until the full and final payment



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of the Obligations and the termination of this Agreement, unless the Majority Lenders, or all
Lenders as required under Section 10.01, have previously agreed otherwise:




     6.01 Payment and Performance. Each Restricted Person will pay all amounts due under the Loan
Documents to which it is a party, in accordance with the terms thereof, and will observe, perform
and comply with every covenant and term expressed in the Loan Documents to which it is a party.



     6.02 Books, Financial Statements and Reports. The Borrower will maintain and will cause its
Subsidiaries to maintain a standard system of accounting and proper books of record and account in
accordance with GAAP, will maintain its Fiscal Year, and will furnish the following statements and
reports to the Administrative Agent for distribution to each Lender at the Borrower’s expense:



     (a) As soon as available, and in any event within ninety (90) days after the end of each
Fiscal Year, (i) complete Consolidated financial statements of the Borrower together with all notes
thereto, prepared in reasonable detail in accordance with GAAP, together with an unqualified
opinion relating to such financial statements, based on an audit using generally accepted auditing
standards, by Grant Thornton LLP, or other independent certified public accountants selected by the
General Partner and acceptable to the Administrative Agent, stating that such Consolidated
financial statements have been so prepared; provided, however, that at any time
when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, delivery within the time period specified above of copies of the Annual Report on
Form 10-K of the Borrower for such Fiscal Year prepared in compliance with the requirements
therefor and filed with the Commission shall be deemed to satisfy the requirements of this clause
(a)(i), and (ii) a consolidating balance sheet and a consolidating statement of operations
reflecting the consolidating information for the Borrower, the Unrestricted Subsidiaries
(reflecting the consolidating information for each MLP and its subsidiaries on a Consolidated
basis) and the Restricted Subsidiaries (individually or with one or more on a combined basis) for
such Fiscal Year, setting forth, in each case, in comparative form, figures for the preceding
Fiscal Year, such financial statements and information of the Borrower furnished, in each case,
pursuant to clause (ii) to be certified by an authorized financial officer of the Borrower as
presenting fairly, in all material respects, the information contained therein, on a basis
consistent with the Consolidated financial statements, which consolidating statement of operations
may be in summary form in detail satisfactory to the Administrative Agent. Such financial
statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and
Consolidated statements of earnings for such Fiscal Year. Such financial statements shall set
forth in comparative form the corresponding figures for the preceding Fiscal Year.



     (b) As soon as available, and in any event within fifty (50) days after the end of each Fiscal
Quarter (i) the Borrower’s Consolidated balance sheet as of the end of such Fiscal Quarter and the
Borrower’s Consolidated statements of income, partners’ capital and cash flows for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal Year to the end of such
Fiscal Quarter, all in reasonable detail and prepared in accordance with GAAP, subject to changes
resulting from normal year-end adjustments; provided, however, that at any time
when the Borrower shall be subject to the reporting requirements of Section 13 or 15(d) of the



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Exchange Act, delivery within the time period specified above of copies of the Quarterly
Report on Form 10-Q of the Borrower for such Fiscal Quarter prepared in accordance with the
requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of
this clause (b)(i) for any of the first three Fiscal Quarters of a Fiscal Year and (ii) a
consolidating balance sheet and a consolidating statement of operations reflecting the
consolidating information for the Borrower, the Unrestricted Subsidiaries (reflecting the
consolidating information for each MLP and its subsidiaries on a Consolidated basis) and the
Restricted Subsidiaries (individually or with one or more on a combined basis) for such Fiscal
Quarter, setting forth, in each case, in comparative form, figures for same period of the preceding
Fiscal Year, such financial statements and information of the Borrower furnished, in each case,
pursuant to clauses (b)(i) and (ii), to be certified by an authorized financial officer of the
Borrower as presenting fairly, in all material respects, the information contained therein, on a
basis consistent with the Consolidated financial statements, which consolidating statement of
operations may be in summary form in detail satisfactory to the Administrative Agent. Such
financial statements shall set forth in comparative form the corresponding figures for the same
period or date of the preceding Fiscal Year. In addition the Borrower will, together with each
such set of financial statements and each set of financial statements furnished under subsection
(a) or (b) of this Section, furnish a Compliance Certificate, signed on behalf of the Borrower by
the chief financial officer, principal accounting officer or treasurer of the General Partner,
setting forth that such financial statements of the Borrower as presenting fairly, in all material
respects, the information contained therein (subject, in the case of Fiscal Quarter-end statements,
to normal year-end adjustments), stating that such officer has reviewed the Loan Documents,
containing calculations showing compliance (or non-compliance) at the end of such Fiscal Quarter
with the requirements of Section 7.12, and stating that no Default exists at the end of
such Fiscal Quarter or at the time of such certificate or specifying the nature and period of
existence of any such Default.




     (c) Promptly upon their becoming available, one copy of (i) each financial statement, report,
notice or proxy statement sent by the Borrower or any of its Subsidiaries to public securities
holders generally, and (ii) each regular or periodic report, each registration statement (without
exhibits except as expressly requested by such Lender), and each prospectus and all amendments
thereto filed by the Borrower or any of its Subsidiaries with the Commission and of all press
releases and other statements made available generally by the Borrower or any of its Subsidiaries
to the public concerning material developments; provided that the Borrower shall be deemed
to have furnished the information specified in this clause (c) on the date that such information is
posted at the Borrower’s or an MLP’s web site on the Internet or at such other web sites as
notified to the Lenders.



     (d) The Borrower will furnish to the Administrative Agent prompt written notice of any change
in (i) any Restricted Person’s name, (ii) any Restricted Person’s identity or organizational
structure or jurisdiction of incorporation, or (iii) any Restricted Person’s Federal Taxpayer
Identification Number. The Borrower agrees not to effect or permit any change referred to in the
preceding sentence unless all filings have been made under the UCC or otherwise that are required
in order for the Administrative Agent to continue at all times following such change to have a
valid, legal and perfected security interest in all the Collateral and for the Collateral at all
times following such change to have a valid, legal and perfected



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security interest as contemplated in the Collateral Documents. The Borrower also agrees
promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or
destroyed.




     (e) At the time of delivery of financial statements pursuant to Section 6.02(b), if
Collateral consists of any property other than the certificated securities delivered to the
Administrative Agent on the Closing Date, the Borrower shall deliver to the Administrative Agent an
Officer’s Certificate (i) either confirming that there has been no change in such information since
the Perfection Certificate was delivered on the Closing Date under the Existing Credit Agreement or
the date of the most recent certificate delivered pursuant to this Section and/or identifying such
changes, and (ii) certifying that all UCC financing statements (including fixtures filings, as
applicable) or other appropriate filings, recordings or registrations, have been filed of record in
each applicable governmental, municipal or other appropriate office in each applicable jurisdiction
to the extent necessary to protect and perfect the security interests under the Collateral
Documents.



     (f) At the time of the delivery thereof pursuant to the Applicable MLP Credit Agreement or any
indenture or agreement governing Indebtedness of an MLP and its subsidiaries, copies of (i) each
financial statement of such MLP and/or its subsidiaries accompanied by each report, opinion or
certificate required to be provided in connection with such financial statement, (ii) each
certificate regarding compliance with representations, warranties and covenants and/or the absence
of default, and (iii) each other report or notice regarding any default or potential default in
such Indebtedness or other Indebtedness, any material adverse change or material adverse effect, or
other material event or circumstance, including those related to any claim or notice of potential
liability under Environmental Laws, any filing of any suit or proceeding or the assertion of any
claim or violation of any Laws, in each case as required under the provisions of the Applicable MLP
Credit Agreement or such other indenture or agreement; provided that the Borrower shall be
deemed to have furnished the information specified in this clause (f) on the date that such
information is posted at the applicable MLP’s web site on the Internet or at such other web sites
as notified to the Lenders.



     (g) Promptly upon their becoming available, one copy of (i) each financial statement, report,
notice or proxy statement sent by an MLP or any of its subsidiaries to public securities holders
generally, and (ii) each regular or periodic report, each registration statement (without exhibits
except as expressly requested by such Lender), and each prospectus and all amendments thereto filed
by an MLP or any of its subsidiaries with the Commission and of all press releases and other
statements made available generally by an MLP or any of its subsidiaries to the public concerning
material developments; provided that the Borrower shall be deemed to have furnished the
information specified in this clause (g) on the date that such information is posted at the
applicable MLP’s web site on the Internet or at such other web sites as notified to the Lenders.



     6.03 Other Information and Inspections. Each Restricted Person will furnish to each Lender any
information which the Administrative Agent or any Lender may from time to time reasonably request
concerning any representation, warranty, covenant, provision or condition of the Loan Documents or
any matter in connection with Restricted Persons’ businesses and



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operations. Each Restricted Person will permit representatives appointed by the
Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers
and any other Persons) to visit and inspect during normal business hours (which right to visit and
inspect shall be limited to once during any Fiscal year unless a Default has occurred and is
continuing) any of such Restricted Person’s property, including its books of account, other books
and records, and any facilities or other business assets, and to make extra copies therefrom and
photocopies and photographs thereof, and to write down and record any information such
representatives obtain, and each Restricted Person shall permit the Administrative Agent or its
representatives to investigate and verify the accuracy of the information furnished to the
Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such
matters with its officers, employees and, upon prior notice to the Borrower, its representatives.




     6.04 Notice of Material Events. The Borrower will notify the Administrative Agent, LC Issuer and
each Lender promptly, and not later than five (5) Business Days in the case of subsection
(b) below and not later than thirty (30) days in the case of any other subsection below,
after any Responsible Officer of the Borrower has knowledge thereof, stating that such notice is
being given pursuant to this Agreement, of:



     (a) the occurrence of any event or circumstance that has had, or could reasonably be expected
to have, a Material Adverse Effect or an ETP Material Adverse Effect or a Regency Material Adverse
Effect;



     (b) the occurrence of (i) any Default or any “Default” as defined in the Applicable MLP Credit
Agreement or (ii) any “Default” or “Event of Default” as defined in the Indenture;



     (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its
Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any indenture,
mortgage, agreement, contract or other instrument to which it is a party or by which it or any of
its properties is bound, if such acceleration or default has had or could have a Material Adverse
Effect, an ETP Material Adverse Effect, or a Regency Material Adverse Effect;



     (d) the occurrence of any Termination Event;



     (e) Under any Environmental Law, any claim of $10,000,000 or more with respect to any
Restricted Person or of $50,000,000 or more with respect to any Unrestricted Person, any notice of
potential liability that could reasonably be expected to exceed such amount with respect to such
Person, or any other material adverse claim asserted against any Restricted Person or any
Unrestricted Person or with respect to any Restricted Person’s or any Unrestricted Person’s
properties taken as a whole; and



     (f) the filing of any suit or proceeding, or the assertion in writing of a claim, against any
Restricted Person or any Unrestricted Person or with respect to any Restricted Person’s or any
Unrestricted Person’s properties, in which an adverse decision could reasonably be expected to have
a Material Adverse Effect, or an ETP Material Adverse Effect, or a Regency Material Adverse Effect.




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     Upon the occurrence of any of the foregoing, Restricted Persons will take all necessary or
appropriate steps to remedy promptly any such Material Adverse Effect, Default, acceleration,
default, or Termination Event, to protect against any such adverse claim, to defend any such suit
or proceeding, and to resolve all controversies on account of any of the foregoing. Each notice
pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the
Borrower setting forth details of the occurrence referred to herein and stating what action the
Restricted Person has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.04(b) shall describe with particularity any and all provisions of this Agreement
and other Loan Documents, if applicable, that have been breached.



     6.05 Maintenance of Properties. The Borrower shall, and shall cause each other Restricted
Person to, maintain and keep, or cause to be maintained and kept, its properties in good repair,
working order and condition (other than ordinary wear and tear), so that the business carried on in
connection therewith may be properly conducted at all times, provided that this Section
shall not prevent any Restricted Person from discontinuing the operation and the maintenance of any
of its properties if such discontinuance is desirable in the conduct of its business and the
Borrower has concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.



     6.06 Maintenance of Existence and Qualifications. The Borrower shall, and shall cause each
other Restricted Person to, (a) maintain and preserve its existence and its rights and franchises
in full force and effect and (b) qualify to do business in all states or jurisdictions where
required by applicable Law, except where the failure so to qualify has not had, and could not
reasonably be expected to have, a Material Adverse Effect.



     6.07 Payment of Trade Liabilities, Taxes, etc. The Borrower shall, and shall cause each other
Restricted Person to:



     (a) timely file all tax returns required to be filed in any jurisdiction;



     (b) timely pay and discharge all taxes shown to be due and payable on such returns and all
other taxes, assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and assessments have become due
and payable and before they have become delinquent and all claims for which sums have become due
and payable that have or might become a lien on properties or assets of the Borrower or any other
Restricted Person;



     (c) timely pay all Liabilities owed by it on ordinary trade terms to vendors, suppliers and
other Persons providing goods and services used by it in the ordinary course of its business;



     (d) timely pay and discharge when due all other Liabilities now or hereafter owed by it, other
than royalty payments suspended in the ordinary course of business; and



     (e) maintain appropriate accruals and reserves for all of the foregoing in accordance with
GAAP.



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     Each Restricted Person may, however, delay paying or discharging any of the foregoing so long
as (i) the amount, applicability or validity thereof is contested by the Borrower or such
Restricted Person on a timely basis in good faith and in appropriate proceedings, and the Borrower
or such Restricted Person has established adequate reserves therefor in accordance with GAAP on the
books of the Borrower or such Restricted Person or (ii) the non-payment of all such taxes,
assessments, charges, levies and Liabilities in the aggregate could not reasonably be expected to
have a Material Adverse Effect.



     6.08 Insurance. The Borrower shall, and shall cause each other Restricted Person to, at all
times maintain at its own expense with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained by companies engaged
in the same or similar businesses operating in the same or similar locations.



     6.09 Compliance with Law. The Borrower shall, and shall cause each other Restricted Person
to, conduct its business and affairs in compliance with all Laws applicable thereto and will
maintain in good standing all licenses that may be necessary or appropriate to carry on its
business, except for failures so to comply that have not had, and could not reasonably be expected
to have, a Material Adverse Effect.



     6.10 Environmental Matters. The Borrower shall, and shall cause each other Restricted Person
to:



     (a) comply in all material respects with all Environmental Laws now or hereafter applicable to
such Restricted Person as well as all contractual obligations and agreements with respect to
environmental remediation or other environmental matters and shall obtain, at or prior to the time
required by applicable Environmental Laws, all environmental, health and safety permits, licenses
and other authorizations necessary for its operations and will maintain such authorizations in full
force and effect;



     (b) promptly furnish to the Administrative Agent all written notices of violation, orders,
claims, citations, complaints, penalty assessments, suits or other proceedings received by any
Restricted Person or General Partner, or of which it has notice, pending or threatened against any
Restricted Person, the potential liability of which exceeds or might reasonably be expected to
exceed $15,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved
adversely against any Restricted Person, by any Governmental Authority with respect to any alleged
violation of or non-compliance with any Environmental Laws or any permits, licenses or
authorizations in connection with its ownership or use of its properties or the operation of its
business; and



     (c) promptly furnish to the Administrative Agent all requests for information, notices of
claim, demand letters, and other notifications, received by any Restricted Person or General
Partner in connection with its ownership or use of its properties or the conduct of its business,
relating to potential responsibility with respect to any investigation or clean-up of Hazardous
Material at any location, the potential liability of which exceeds or might reasonably be expected
to exceed $15,000,000 or could reasonably be expected to have a Material Adverse Effect if resolved
adversely against any Restricted Person.



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     6.11 Guaranties of Subsidiaries.



     (a) The Borrower shall cause each Subsidiary, whether existing on the Closing Date or created,
acquired or coming into existence after the Closing Date, that Guarantees any other Indebtedness of
the Borrower to execute and deliver to the Administrative Agent a Guaranty.



     (b) Simultaneously with its delivery of such a Guaranty, the Borrower shall cause each
Subsidiary to, at the reasonable request of the Administrative Agent, provide written evidence
reasonably satisfactory to the Administrative Agent and its counsel that such Subsidiary has taken
all corporate, limited liability company or partnership action necessary to duly approve and
authorize its execution, delivery and performance of such Guaranty and any other documents which it
is required to execute.



     (c) The Borrower may redesignate any Unrestricted Person to be a Restricted Subsidiary,
provided that the Borrower shall not make such a designation unless at the time of such
action and after giving effect thereto, (i) none of such Unrestricted Persons have outstanding
Indebtedness or Guarantees, other than Indebtedness permitted under Section 7.01, or Liens
on any of their property, other than Permitted Liens (in each case taking into account the other
Indebtedness and Liens of the Restricted Persons), (ii) no Default or Event of Default shall exist,
(iii) all representations and warranties herein will be true and correct in all material respects
if remade at the time of such designation, except to the extent such representations and warranties
specifically refer to an earlier date, in which case they were true and correct in all material
respects as of such earlier date, and (iv) the Borrower has provided to the Administrative Agent an
officer’s certificate in form satisfactory to the Administrative Agent to the effect that each of
the foregoing conditions have been satisfied. In no event will either MLP or any of their
respective subsidiaries be designated a Restricted Subsidiary.



     (d) The Borrower may designate any Person who becomes a Subsidiary of the Borrower after the
date hereof to be an Unrestricted Person, provided that all Investments in such Subsidiary
at the time of such designation shall be treated as Investments made on the date of such
designation, and provided further that the Borrower shall not make such a
designation unless such designation is made not later than thirty (30) days after the date such
Person becomes a Subsidiary and, at the time of such action and after giving effect thereto, (i)
such Subsidiary does not own, directly or indirectly, any Indebtedness or Equity Interests of the
Borrower or any Restricted Subsidiary, (ii) no Default or Event of Default shall exist, (iii) all
representations and warranties herein will be true and correct in all material respects if remade
at the time of such designation, except to the extent such representations and warranties
specifically refer to an earlier date, in which case they were true and correct in all material
respects as of such earlier date, (iv) the Investment represented by such designation is permitted
under clause (f) of the definition of Permitted Investments and (v) the Borrower has provided to
the Administrative Agent an officer’s certificate in form satisfactory to the Administrative Agent
to the effect that each of the foregoing conditions have been satisfied. No Restricted Subsidiary
may be redesignated as an Unrestricted Person.



     (e) The Borrower shall be deemed to have made a Restricted Payment upon designation of an
Unrestricted Person in an amount equal to the fair market value of all



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Restricted Persons’ Investments in such Unrestricted Person at the time of designation. The
Borrower shall only be permitted to designate an Unrestricted Person or make an Investment in an
Unrestricted Subsidiary if the Borrower is permitted to make a Restricted Payment in such amount.




     6.12 Compliance with Agreements. The Borrower shall, and shall cause each other Restricted
Person to, observe, perform or comply in all material respects with any agreement with any Person
or any term or condition of any instrument, if such agreement or instrument is materially
significant to such Restricted Person or to Restricted Persons on a Consolidated basis, unless any
such failure to so observe, perform or comply is remedied within the applicable period of grace (if
any) provided in such agreement or instrument.



     6.13 Further Assurances. At any time or from time to time upon the reasonable request of the
Administrative Agent, the Borrower shall, and shall cause each other Restricted Person to, at its
expense, promptly execute, acknowledge and deliver such further documents and do such other acts
and things as the Administrative Agent may reasonably request in order to effect fully the purposes
of the Loan Documents. In furtherance and not in limitation of the foregoing, the Borrower shall,
and shall cause each other Restricted Person to, take such actions as the Administrative Agent may
reasonably request from time to time to ensure that the Obligations and the Lender Hedging
Obligations are guarantied by the Guarantors and secured by substantially all of the assets of the
Restricted Persons (other than ETP GP and Regency GP), including all of the outstanding Equity
Interests of any Restricted Subsidiary acquired or created after the Closing Date.



     6.14 Miscellaneous Business Covenants. Unless otherwise consented to by the Administrative
Agent or Majority Lenders, the Borrower shall, and shall cause each other Restricted Person to, (i)
maintain entity records and books of account separate from those of any other entity, including
each MLP or any of their respective subsidiaries, which is an Affiliate of such entity; (ii) not
commingle its funds or assets with those of any other entity, including each MLP or any of their
respective subsidiaries, which is an Affiliate of such entity; and (iii) provide that the board of
directors or other analogous governing body of the General Partner will hold all appropriate
meetings to authorize and approve such entity’s actions, which meetings will be separate from those
of other entities, including each MLP or any of their respective subsidiaries.



     6.15 Restricted/Unrestricted Subsidiaries. The Borrower:



     (a) will not, and will not permit any Restricted Person to guaranty any Indebtedness of any of
the Unrestricted Persons;



     (b) will not permit any Unrestricted Person to hold any equity or other ownership interest in
any Restricted Person;



     (c) will operate each Unrestricted Person in such a manner as to make it apparent to all
creditors of such Unrestricted Person that such Unrestricted Person is a legal entity separate and
distinct from all of the Restricted Persons and as such is solely responsible for its debts;



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     (d) will cause ETP and each of its subsidiaries which has a Restricted Person as its general
partner to incur Indebtedness only under notes, loan agreements or other applicable agreements that
expressly state that such Indebtedness is being incurred by ETP and, if applicable, such
subsidiaries, on a basis that is non-recourse to ETP’s general partner; and



     (e) will cause each Unrestricted Person (other than an MLP and its subsidiaries) to incur
Indebtedness only under notes, loan agreements or other applicable agreements that expressly state
that such Indebtedness is being incurred by such Unrestricted Person on a basis that is
non-recourse to the Restricted Persons.



ARTICLE VII.

NEGATIVE COVENANTS




     To conform with the terms and conditions under which each Lender is willing to have credit
outstanding to the Borrower, and to induce each Lender to enter into this Agreement and make the
Loans, the Borrower covenants and agrees that until the full and final payment of the Obligations
and the termination of this Agreement, unless Majority Lenders, or all Lenders as required under
Section 10.01, have previously agreed otherwise:



     7.01 Indebtedness. The Borrower shall not, and shall not permit any other Restricted Person
to, in any manner owe or be liable for Indebtedness except for the following:



     (a) the Obligations;



     (b) Indebtedness of any Restricted Person (other than ETP GP, ETP LLC, Regency GP and Regency
LLC) to any other Restricted Person (other than ETP GP, ETP LLC, Regency GP and Regency LLC);
provided, (i) all such Indebtedness shall be evidenced by promissory notes and all such
notes shall be subject to a first priority Lien pursuant to the Pledge and Security Agreement, (ii)
all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in
full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany
subordination agreement that in any such case is reasonably satisfactory to the Administrative
Agent, and (iii) any payment by any Restricted Person that is a Guarantor under any guaranty of the
Obligations shall result in a pro rata reduction of the amount of any such Indebtedness owed by
such Guarantor to the Borrower or to any Restricted Subsidiary that is a Guarantor for whose
benefit such payment is made;



     (c) Indebtedness in respect of bonds that are performance bonds, bid bonds, appeal bonds,
surety bonds and similar obligations, in each case provided in the ordinary course of business,
including those incurred to secure health, safety and environmental obligations in the ordinary
course of business;



     (d) Indebtedness in respect of netting services, overdraft protections and otherwise in
connection with deposit accounts;



     (e) Indebtedness of (i) ETP LLC arising by operation of law as a result of ETP LLC being the
general partner of ETP GP, (ii) ETP GP arising by operation of law as a result of ETP



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GP being the general partner of ETP, (iii) Regency LLC arising by operation of law as a result
of Regency LLC being the general partner of Regency GP, and (iv) Regency GP arising by operation of
law as a result of Regency GP being the general partner of Regency;




     (f) Indebtedness in respect to future payment for non-competition covenants and similar
payments under agreements governing a Permitted Acquisition by a Restricted Person not to exceed at
any time $5,000,000;



     (g) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof
incurred prior to the time such Person becomes a Subsidiary, not to exceed at any time $15,000,000;
provided that (i) such Indebtedness is not created in contemplation of such Person becoming
a Subsidiary and (ii) such Indebtedness is not assumed or Guaranteed by any other Restricted
Person;



     (h) other Indebtedness of the Borrower (and, without duplication, Guarantees thereof by
Subsidiaries of the Borrower who are Guarantors of the Obligations hereunder) in an aggregate
principal amount not to exceed at any time $20,000,000;



     (i) Senior Note Indebtedness; provided the amount of such Indebtedness shall not exceed an
aggregate principal amount of $1,850,000,000 outstanding at any one time; and



     (j) refinancings, renewals or extensions of all or any part of any Indebtedness incurred in
accordance with the foregoing clause (j) (“Senior Note Refinancing Indebtedness”), provided
that (i) the maturity date of such Senior Note Refinancing Indebtedness is no earlier than the
Maturity Date, (ii) there are no scheduled repayments of principal of such Senior Note Refinancing
Indebtedness or sinking fund payments thereon prior to the Maturity Date, (iii) the documents or
instruments governing such Indebtedness do not contain any maintenance financial covenant, (iv)
such Indebtedness is not secured, and (v) the principal amount of such Senior Note Refinancing
Indebtedness does not exceed the principal amount of Senior Note Indebtedness being refinanced,
renewed or extended except by an amount equal to accrued and unpaid interest, prepayment premium,
fees and expenses reasonably incurred in connection with such refinancing, renewal or extension.



     7.02 Limitation on Liens. The Borrower shall not, and shall not permit any other Restricted
Person to, create, assume or permit to exist any Lien upon or with respect to any of its properties
or assets now owned or hereafter acquired, except the following Liens (to the extent permitted by
this Section, herein called “Permitted Liens”):



     (a) Liens existing on the date of this Agreement and listed in the Disclosure Schedule;



     (b) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due
or the validity of which is being contested in good faith and by appropriate proceedings, if
necessary, for which adequate reserves are maintained on the books of any Restricted Person in
accordance with GAAP;



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     (c) pledges or deposits of cash or securities under worker’s compensation, unemployment
insurance or other social security legislation;



     (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, or other
like Liens (including Liens on property of any Restricted Person in the possession of storage
facilities, pipelines or barges) arising in the ordinary course of business for amounts which are
not more than sixty (60) days past due or the validity of which is being contested in good faith
and by appropriate proceedings, if necessary, and for which adequate reserves are maintained on the
books of any Restricted Person in accordance with GAAP;



     (e) deposits of cash or securities to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business;



     (f) easements, rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business and encumbrances consisting of zoning restrictions, easements,
licenses, restrictions on the use of real property or minor imperfections in title thereto which,
in the aggregate, are not material in amount, and which do not in any case materially detract from
the value of the property subject thereto or interfere with the ordinary conduct of the business of
any Restricted Person;



     (g) rights reserved to or vested in any Governmental Authority by the terms of any right,
power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any
such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain
or similar process;



     (h) rights reserved to or vested by Law in any Governmental Authority to control or regulate
in any manner any of the properties of any Restricted Person or the use thereof or the rights and
interests of any Restricted Person therein under any and all Laws;



     (i) rights reserved to the grantors of any properties of any Restricted Person, and the
restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to
the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements
therewith;



     (j) inchoate Liens in respect of pending litigation or with respect to a judgment that has not
resulted in an Event of Default under Section 8.01;



     (k) statutory Liens in respect of payables;



     (l) any Lien existing on any property prior to the acquisition thereof by the Borrower or any
Subsidiary or existing on any property of any Person that becomes a Subsidiary after the date
hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is
not created in contemplation of or in connection with such acquisition or such Person becoming a
Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property of the
Borrower or any Subsidiary, (iii) such Lien shall secure only those obligations which it secures



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on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may
be; and (iv) such Liens together with all Liens permitted under Section 7.02(m) do not
secure Indebtedness in excess of the amount permitted by Section 7.02(m);




     (m) Liens securing Indebtedness permitted by Section 7.01(f), 7.01(g) or
7.01(h); provided that such Liens do not secure Indebtedness that together with
(but without duplication) all Indebtedness secured by Liens permitted under Section 7.02(l)
exceeds a principal amount at any one time of $35,000,000;



     (n) Liens on cash margin collateral securing Hedging Contracts permitted under Section
7.10;



     (o) Liens in respect of operating leases covering only the property subject thereto; and



     (p) Liens pursuant to the Loan Documents.


Notwithstanding any of the foregoing to the contrary, no Liens of the kind set forth in clauses (a)
through and including (o) above shall be permitted on the Equity Interests of ETP, ETP GP, ETP LLC,
Regency, Regency GP or Regency LLC.




     7.03 Limitation on Mergers, Issuances of Subsidiary Securities. The Borrower shall not, and
shall not permit any other Restricted Person to, enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself or suffer any liquidation
or dissolution, except (a) Permitted Acquisitions and (b) the merger, dissolution or liquidation
into or consolidation of a Restricted Subsidiary (other than ETP GP, ETP LLC, Regency GP or Regency
LLC) with or into the Borrower (so long as the Borrower is the surviving entity) or another
Restricted Subsidiary (other than ETP GP, ETP LLC, Regency GP or Regency LLC) (so long as if one
such Restricted Person is a Guarantor, the surviving entity shall be a Guarantor). Except in
connection with a sale of all of the Equity Interest of a Restricted Subsidiary permitted under
Section 7.04: (i) the Borrower will not, and will not permit any Restricted Subsidiary to,
sell, transfer or otherwise dispose the Equity Interest of any Restricted Subsidiary and no
Restricted Subsidiary will issue any additional Equity Interests if such action will result in or
allow any diminution of the Borrower’s Equity Interest (direct or indirect) in such Restricted
Subsidiary; and (ii) no Restricted Subsidiary of the Borrower that is a partnership will allow any
diminution of the Borrower’s interest (direct or indirect) in such Restricted Subsidiary.



     7.04 Limitation on Sales of Property. The Borrower shall not, and shall not permit any other
Restricted Person to, sell, transfer, lease, exchange, alienate or dispose of any of its property
or any material interest therein except:



     (a) in respect of Borrower, (or any Restricted Subsidiary that holds limited partnership units
of an MLP), and in respect of ETP GP, ETP LLC, Regency GP or Regency LLC: (i) the sale of stock or
other securities issued by a Restricted Subsidiary of a Restricted Person in order to qualify
directors if required by applicable law, (ii) the sale of immaterial assets



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(other than stock or securities, including partnership units) in the ordinary course, (iii)
the sale of limited partnership units of an MLP, provided that with respect to this clause (iii)
(A) no Default or Event of Default shall have occurred or be continuing or would result therefrom,
(B) the aggregate sale of limited partnership units of ETP from and after the Closing Date shall
not exceed 25% of such units owned by the Borrower or of such units owned by its Restricted
Subsidiaries as of such date and the aggregate sale of limited partnership units of Regency from
and after the Closing Date shall not exceed 25% of such units owned by the Borrower or of such
units owned by its Restricted Subsidiaries as of the Closing Date, (C) after giving effect to such
sale on a pro forma basis as if it had occurred on the first day of the test period most recently
ended, the Borrower shall be in compliance with Section 7.12, and (D) the Net Asset Sale
Proceeds thereof shall be applied pursuant to Section 2.06(b), to the extent required by
such Section;




     (b) in respect of any Restricted Subsidiary of the Borrower, other than ETP GP, ETP LLC,
Regency GP or Regency LLC that owns operating assets acquired after the date of this Agreement, the
following in respect of such operating assets: (i) equipment and other personal property and
fixtures that are either (A) obsolete for their intended purposes and disposed of in the ordinary
course of business, or (B) replaced by personal property or fixtures of comparable suitability
owned by such Restricted Person free and clear of all Liens except Permitted Liens; (ii) inventory
which is sold in the ordinary course of business on ordinary trade terms; (iii) property sold or
transferred by any Restricted Subsidiary to any other Restricted Subsidiary (so long as if the
transferor is a Guarantor, the transferee shall be a Guarantor); (iv) property subject to a Sale
and Lease-Back Transaction with respect to which the Attributable Debt and Liens are permitted by
the provisions of this Agreement; (v) assignment of accounts receivable for collection purposes in
the ordinary course of business; (vi) property sold to comply with any divestment requirement
imposed in connection with the approval of an acquisition under Hart-Scott-Rodino Act of 1976;
(vii) sales, transfers or other dispositions of other property or issuances or sales of Equity
Interests of any Restricted Subsidiary, in any case for fair consideration that are in the best
interests of the Borrower not to exceed $10,000,000 on a cumulative basis, provided that
immediately after giving effect to such proposed disposition no Default or Event of Default shall
exist and be continuing; and (viii) sales, transfers or other dispositions of other property for
fair consideration that are in the best interests of the Borrower to any Person; provided
that with respect to this clause (viii) (A) no Default or Event of Default shall have occurred or
be continuing or would result therefrom, (B) after giving effect to such sale on a pro forma basis
as if it had occurred on the first day of the test period most recently ended, the Borrower shall
be in compliance with Section 7.12, (C) such sale, transfer or disposition is in exchange
for other assets used by the Borrower or its Restricted Subsidiaries in the furtherance of their
business, and (D) with respect to the amount of the proceeds of such sale, transfer or disposition
(other than such assets received in exchange), net of customary costs of sale (in this paragraph,
the “Proceeds”), (x) such Proceeds are applied within twelve (12) months to the purchase of
other assets used by the Borrower or its Restricted Subsidiaries in the furtherance of their
business or (y) the Commitments are permanently reduced within twelve (12) months by the amount of
any such Proceeds not so applied to the purchase of such assets used by the Borrower or its
Restricted Subsidiaries in the furtherance of their business; and



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     (c) ETP GP may exchange all or part of the incentive distribution rights owned by it for
limited partnership units of ETP of not less than substantially equivalent value as of the date of
such exchange.


Except as expressly permitted by this Section 7.04, in no event shall the Borrower sell, transfer,
lease, exchange, alienate or dispose of its interests in ETP GP, ETP LLC, Regency GP or Regency LLC
nor permit ETP LLC to sell, transfer, lease, exchange, alienate or dispose of its interests in ETP
GP nor permit ETP GP to sell, transfer, lease, exchange, alienate or dispose of its interests in
ETP nor permit Regency LLC to sell, transfer, lease, exchange, alienate or dispose of its interest
in Regency GP nor permit Regency GP to sell, transfer, lease, exchange, alienate or dispose of its
interests in Regency.




     7.05 Limitation on Restricted Payment. The Borrower shall not, and shall not permit any other
Restricted Person to, declare or make, directly or indirectly any Restricted Payments.
Notwithstanding the foregoing, (a) no Restricted Person shall be restricted, directly or
indirectly, from declaring and making Restricted Payments to another Restricted Person, (b) the
Borrower may purchase its common limited partnership units and redeem the Restructuring Preferred
Units, so long as in connection with each such purchase or redemption (i) no Event of Default has
occurred and is continuing or would result therefrom, (ii) prior to and after giving effect
thereto, the Leverage Ratio of the Borrower is not greater than 4.50 to 1.00, and (iii) the sum of
the Borrower’s Cash on hand plus the amount of Cash that is available to be borrowed under the
Commitments without resulting in the Leverage Ratio of the Borrower being greater than 4.50 to
1.00, is greater than $10,000,000, and (c) so long as the Borrower shall be in compliance with
Section 7.12 prior to and after giving effect to any distribution, and so long as no Event
of Default has occurred and is continuing or would result therefrom, the Borrower may declare or
order and make, pay or set apart, during each Fiscal Quarter, Restricted Payments consisting of
cash distribution to its general partner, its preferred limited partner unit holders and its common
limited partner unit holders pursuant to the requirements of the Partnership Agreement or the
Restructuring Preferred Units.



     7.06 Limitation on Investments, Loans and Advances. The Borrower shall not, and shall not
permit any other Restricted Person to, make or commit to make any capital contributions to, or make
or hold any other Investments in, any Person, other than Permitted Investments, nor acquire
properties or assets except (a) in the ordinary course of business, (b) any acquisition of capital
assets that will become a part of the operations of such Restricted Person (and provided
that the same shall not result in a violation of Section 7.08) and (c) any Permitted
Acquisition. Except for Permitted Investments and Hedging Contracts permitted under Section
7.10, the Borrower shall not, and shall not permit any other Restricted Person to, extend
credit, make advances or make loans other than normal and prudent extensions of credit to customers
in the ordinary course of business or to another Restricted Person in the ordinary course of
business, which extensions shall not be for longer periods than those extended by similar
businesses operated in a normal and prudent manner. The Borrower shall not permit any Equity
Interest of a Restricted Subsidiary to be held by an Unrestricted Person or any Indebtedness,
obligations or liabilities of a Restricted Subsidiary to be held by an Unrestricted Person.



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     7.07 Transactions with Shareholders and Affiliates. No Restricted Person shall, directly or
indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with any holder of 5% or more of any
class of Equity Interests of a Restricted Person or with any Affiliate of a Restricted Person, on
terms that are less favorable to such Restricted Person than those that might be obtained at the
time from a Person who is not such a holder or Affiliate; provided, the foregoing
restriction shall not apply to: (a) any transaction between Restricted Persons; (b) reasonable and
customary fees paid to members of the board of directors (or similar governing body) of the
Borrower and its Restricted Subsidiaries; (c) compensation arrangements for officers and other
employees of any Restricted Person entered into in the ordinary course of business; (d) the
transactions that are the subject of an MLP Limited Partnership Agreement; (e) transactions between
a Restricted Person on the one hand and an MLP and the general partner of such MLP and their
respective Subsidiaries on the other hand similar to those typically addressed in omnibus
agreements between the sponsors of a publicly traded limited partnership on the one hand and the
publicly traded partnership on the other hand; (f) the transactions that are the subject of the
Shared Services Agreement dated August 26, 2005 by and between ETP and the Borrower, as amended or
replaced from time to time; (g) the transactions that are the subject of the Services Agreement by
and among ETE Services Company, LLC, the Borrower and Regency in substantially the form attached as
Exhibit H to that certain Contribution Agreement dated May 10, 2010 providing for a portion of the
Restructuring Transactions, as amended or replaced from time to time, and (h) transactions entered
into in the ordinary course of business of such Restricted Person on terms that are no less
favorable to such Restricted Person than those which would have been obtainable at the time in an
arm’s length transaction with Persons that are not Affiliates.



     7.08 Conduct of Business. From and after the Closing Date, the Borrower shall not engage in
any business other than (a) the Permitted Line of Business and (b) such other lines of business as
may be consented to by Majority Lenders. ETP GP shall not engage in any business other than acting
as the general partner of ETP, ETP LLC shall not engage in any business other than acting as the
general partner of ETP GP, Regency LLC shall not engage in any business other than acting as the
general partner of Regency GP, and Regency GP shall not engage in any business other than acting as
the general partner of Regency.



     7.09 Restrictive and Negative Pledge Agreements. Except as expressly provided for in the Loan
Documents and as described in the Disclosure Schedule or the documents governing the Senior Notes
or the Senior Notes Refinancing Indebtedness, the Borrower shall not, and shall not permit any
other Restricted Person to, directly or indirectly, enter into, create, or otherwise allow to exist
any contract or other consensual restriction on (a) the ability of any Restricted Subsidiary to:
(i) pay dividends or make other distributions; (ii) redeem Equity Interests held in it by the
Borrower or another Restricted Subsidiary; (iii) repay loans and other indebtedness owing by it to
the Borrower or another Restricted Subsidiary; or (iv) transfer any of its assets to the Borrower
or another Restricted Subsidiary; or (b) the ability of any Restricted Person to create Liens on
any of its assets or property to secure the Obligations or Lender Hedging Obligations.



     7.10 Hedging Contracts. The Borrower shall not, and shall not permit any other Restricted
Person to, be a party to or in any manner be liable on any Hedging Contract except



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any Hedging Contracts (a) entered into by such Person in the ordinary course of business for
the purpose of fixing interest rates on the Indebtedness under the Loan Documents or for the
purpose of directly mitigating risks or reducing costs associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person in the normal course
of business, and not for purposes of speculation, (b) that does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party, and (c) that is with a counterparty whose obligations are
rated (or are guaranteed by an affiliate whose obligations are rated) AA-/Aa3 or better,
respectively, by any Rating Agency or are in accordance with the risk management policies of the
Borrower as such policies have been adopted or amended from time to time and disclosed to the
Lenders.




     7.11 Commingling of Deposit Accounts and Accounts. The Borrower shall not, and shall not
permit any of its Restricted Subsidiaries to, commingle their respective Deposit Accounts or
Accounts (as such terms are defined in Article 9 of the UCC) with the Deposit Accounts or Accounts
of any of its Unrestricted Persons.



     7.12 Financial Covenants.



     (a) Leverage Ratio of the Borrower. (i) On each Quarterly Testing Date using the
Consolidated Funded Debt of the Borrower outstanding on such day and using Consolidated EBITDA of
the Borrower for the four Fiscal Quarter period ending on such day, (ii) on the date of each
acquisition or disposition of limited partnership units of an MLP or of any Specified Acquisition
using the Consolidated Funded Debt of the Borrower that will be outstanding after giving effect to
such acquisition or disposition and using Consolidated EBITDA of the Borrower for the four Fiscal
Quarter period most recently ending prior to such acquisition or disposition for which financial
statements contemplated by Section 6.02(b) are available to the Borrower (and giving pro
forma effect to such specified acquisition or disposition as provided in the definition of
Consolidated EBITDA of the Borrower), and (iii) on each date on which the Borrower makes a
distribution permitted under Section 7.05, after giving effect thereto and using
Consolidated EBITDA of the Borrower for the four Fiscal Quarter period most recently ending prior
to such date for which financial statements contemplated by Section 6.02(b) are available
to the Borrower, the Leverage Ratio of the Borrower will not exceed (A) 4.50 to 1.00 at any time
other than during a Specified Acquisition Period and (B) 5.00 to 1.00 during a Specified
Acquisition Period.



     (b) Consolidated Leverage Ratio. (i) On each Quarterly Testing Date using the
Consolidated Funded Debt of the Borrower plus Consolidated Funded Debt of ETP plus
Consolidated Funded Debt of Regency, in each case outstanding on such day, and using Consolidated
EBITDA of ETP and Consolidated EBITDA of Regency for the four Fiscal Quarter period ending on such
day, (ii) on the date of each Specified Acquisition using the Consolidated Funded Debt of the
Borrower that will be outstanding after giving effect to such Specified Acquisition plus
Consolidated Funded Debt of ETP and Consolidated Funded Debt of Regency on such day and using
Consolidated EBITDA of ETP and Consolidated EBITDA of Regency, in each case for the four Fiscal
Quarter period most recently ending prior to such Specified Acquisition for which financial
statements contemplated by Section 6.02(b) are



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available to the Borrower (and giving pro forma effect to such Specified Acquisition), and
(iii) on each date on which the Borrower makes a distribution permitted under Section 7.05,
after giving effect thereto and using Consolidated EBITDA of ETP and Consolidated EBITDA of
Regency, in each case for the four Fiscal Quarter period most recently ending prior to such date
for which financial statements contemplated by Section 6.02(b) are available to the
Borrower, the ratio of (A) the sum of Consolidated Funded Debt of the Borrower plus
Consolidated Funded Debt of ETP plus Consolidated Funded Debt of Regency, in each case
outstanding on the specified date, to (B) the sum of Consolidated EBITDA of ETP plus
Consolidated EBITDA of Regency, in each case for the specified period, will not exceed 5.50 to
1.00.




     (c) Fixed Charge Coverage Ratio. The ratio of (i) Consolidated EBITDA of the Borrower
for each period of four consecutive Fiscal Quarters to (ii) Consolidated Fixed Charges for such
period will never be less than 3.00 to 1.00 at any time.



     (d) Value to Loan Ratio. The ratio as of any date of (i) Value on such date to (ii)
the outstanding principal amount of Loans, LC Obligations, and Hedging Termination Value of Lender
Hedging Obligations on such date will never be less than 2.00 to 1.00.



     7.13 Amendments or Waivers of Certain Agreements; Material Contracts. The Borrower shall not,
and shall not permit any other Restricted Person to, agree to any material amendment, restatement,
supplement or other modification to, or waiver of, any of its material rights under any
organizational document (other than a change in domicile to Delaware or as otherwise permitted
hereunder) or any material agreement, judgment, license or permit after the Closing Date that could
reasonably be expected to have a Material Adverse Effect without in each case obtaining the prior
written consent of Majority Lenders to such amendment, restatement, supplement or other
modification or waiver.



     7.14 Sales and Lease-Backs. The Borrower shall not, and shall not permit any other Restricted
Person to, directly or indirectly, become or remain liable as lessee or as a guarantor or other
surety with respect to any lease of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, which such Restricted Person (a) has sold or transferred or is to sell
or to transfer to any other Person or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Restricted Person to any
Person in connection with such lease.



     7.15 Fiscal Year. The Borrower shall not, and shall not permit any other Restricted Person
to, change its Fiscal Year-end without giving fifteen (15) days prior written notice thereof to the
Administrative Agent.



     7.16 Tax Status. The Borrower shall not, and shall not permit any other Restricted Person
existing as of the Closing Date to, take any action that would result in a change in the tax
pass-through status of any Restricted Person existing as of the Closing Date.



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ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES




     8.01 Events of Default. Each of the following events constitutes an Event of Default under
this Agreement (each, an “Event of Default”):



     (a) Any Restricted Person fails to pay the principal component of any Loan or any
reimbursement obligation with respect to any Letter of Credit when due and payable, whether at a
date for the payment of a fixed installment or as a contingent or other payment becomes due and
payable or as a result of acceleration or otherwise;



     (b) Any Restricted Person fails to pay any Obligation (other than the Obligations in
Section 8.01(a)), whether at a date for the payment of a fixed installment or as a
contingent or other payment becomes due and payable or as a result of acceleration or otherwise,
within five Business Days after the same becomes due;



     (c) Any event defined as a “default” or “event of default” in any Loan Document (other than
this Agreement) occurs, and the same is not remedied within the applicable period of grace (if any)
provided in such Loan Document;



     (d) Any Restricted Person fails to duly observe, perform or comply with any covenant,
agreement or provision of Section 6.04 or Article VII;



     (e) Any Restricted Person fails (other than as referred to in Sections 8.01(a),
(b), (c) or (d) above) to duly observe, perform or comply with any
covenant, agreement, condition or provision of any Loan Document to which it is a party, and such
failure remains unremedied for a period of thirty (30) days after the earlier of (i) a Responsible
Officer of the Borrower becomes aware of such failure or (ii) notice of such failure is given by
the Administrative Agent to the Borrower;



     (f) Any representation or warranty previously, presently or hereafter made in writing by or on
behalf of any Restricted Person in connection with any Loan Document shall prove to have been false
or incorrect in any material respect on any date on or as of which made;



     (g) (i) Any Loan Document at any time ceases to be valid, binding and enforceable as warranted
in Section 5.05 for any reason other than its release by the Lenders or the Administrative
Agent (as permitted under Section 9.10), (ii) any Loan Document shall be declared null and
void, (iii) the Borrower shall repudiate in writing its obligations under any Loan Document to
which it is party, or (iv) the Borrower shall contest the validity or enforceability of any Loan
Document in writing or deny in writing that it has any further liability under any Loan Document to
which it is party;



     (h) (i) The Borrower, any of its Subsidiaries or any Unrestricted Person (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Hedging Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all



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creditors under any combined or syndicated credit arrangement) of more than $10,000,000 in
respect of the Borrower or any of its Subsidiaries or of more than $50,000,000 in respect of an MLP
or any of its subsidiaries, or (B) fails to observe or perform any other agreement or condition
relating to any such Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, in each case, following any
applicable cure period, the effect of which default or other event is to cause, or to permit the
holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a
trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there
occurs under any Hedging Contract an Early Termination Date (as defined in such Hedging Contract)
resulting from (A) any event of default under such Hedging Contract as to which the Borrower or any
Subsidiary or any Unrestricted Person is the Defaulting Party (as defined in such Hedging Contract)
or (B) any Termination Event (as defined in such Hedging Contract) under such Hedging Contract as
to which the Borrower or any Subsidiary or any Unrestricted Person is an Affected Party (as so
defined) and, in either event, the Hedging Termination Value owed by the Borrower or such
Subsidiary or such Unrestricted Person to a single counterparty as a result thereof is greater than
$10,000,000 in respect of the Borrower or any of its Subsidiaries or greater than $50,000,000 in
respect of an MLP or any of its subsidiaries, for such Hedging Contract and, in the case of a
Termination Event under clause (ii)(B), any Hedging Termination Value payable by the Borrower, any
of its Subsidiaries or an MLP or any of its subsidiaries is not paid when due;




     (i) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a) of the Code)
in excess of $10,000,000 exists with respect to any ERISA Plan, whether or not waived by the
Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any
ERISA Plan and the then current value of such ERISA Plan’s benefit liabilities exceeds the then
current value of such ERISA Plan’s assets available for the payment of such benefit liabilities by
more than $10,000,000 (or in the case of a Termination Event involving the withdrawal of a
substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such
amount);



     (j) The Borrower, any of its Subsidiaries or any Unrestricted Person:




     (i) has entered against it a judgment, decree or order for relief by a Tribunal of
competent jurisdiction in an involuntary proceeding commenced under any applicable
bankruptcy, insolvency or other similar Law of any jurisdiction now or hereafter in effect,
including the federal Bankruptcy Code, as from time to time amended, or has any such
proceeding commenced against it, in each case, which remains undismissed for a period of
sixty (60) days; or




     (ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar
Law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time
amended; or applies for or consents to the entry of an order for relief in an



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involuntary case under any such Law; or makes a general assignment for the benefit of
creditors; or is generally unable to pay (or admits in writing its inability to so pay) its
debts as such debts become due; or takes corporate or other action to authorize any of the
foregoing; or




     (iii) has entered against it the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a
substantial part of its assets in a proceeding brought against or initiated by it, and such
appointment or taking possession is neither made ineffective nor discharged within sixty
(60) days after the making thereof, or such appointment or taking possession is at any time
consented to, requested by, or acquiesced to by it; or




     (iv) has entered against it a final judgment for the payment of money in excess of more
than $10,000,000 in respect of the Borrower or any of its Subsidiaries or of more than
$50,000,000 in respect of an MLP or any of its subsidiaries (in each case not covered by
insurance or third party indemnification obligations satisfactory to the Administrative
Agent), unless the same is discharged within sixty (60) days after the date of entry thereof
or an appeal or appropriate proceeding for review thereof is taken within such period and a
stay of execution pending such appeal is obtained; or




     (v) suffers a writ or warrant of attachment or any similar process to be issued by any
Tribunal against all or any substantial part of its assets, and such writ or warrant of
attachment or any similar process is not stayed or released within sixty (60) days after the
entry or levy thereof or after any stay is vacated or set aside;



     (k) Any Change of Control occurs;



     (l) (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations,
shall cease to be in full force and effect (other than in accordance with its terms) or shall be
declared null and void or any Guarantor shall repudiate in writing its obligations thereunder, (ii)
this Agreement or any Collateral Document ceases to be in full force and effect (other than by
reason of a release of Collateral in accordance with the terms hereof or thereof or the
satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared
null and void, or the Administrative Agent shall not have or shall cease to have, or any Restricted
Person shall assert in writing that the Administrative Agent shall not have or shall cease to have,
a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents
with the priority required by the relevant Collateral Document, in each case for any reason other
than the failure of the Administrative Agent or any Lender to take any action within its control,
or (iii) any Restricted Person shall contest the validity or enforceability of any Loan Document in
writing or deny in writing that it has any further liability, under any Loan Document to which it
is a party;



     (m) Except as permitted in the Applicable MLP Credit Agreement, an MLP shall, or shall permit
any of its subsidiaries to, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any of its subsidiaries to (a)
pay dividends or make any other distributions on any of such subsidiary’s



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Equity Interests owned by such MLP or any other subsidiary, (b) repay or prepay any
Indebtedness owed by such subsidiary to such MLP or any subsidiary of such MLP, (c) make loans or
advances to such MLP or any subsidiary of such MLP, or (d) transfer any of its property or assets
to such MLP or any subsidiary of such MLP other than restrictions that are or were created by
virtue of any transfer of, agreement to transfer or option or right with respect to any property,
assets or Equity Interests not otherwise prohibited under this Agreement; provided, that
(i) the foregoing shall not apply to customary restrictions or conditions imposed by law,
restrictions contained in the applicable MLP Limited Partnership Agreement, the Applicable MLP
Credit Agreement, any other applicable MLP Credit Document or to any such restrictive provisions
that are no less favorable to the Lenders than those contained in agreements similar to any such
agreements, (ii) the foregoing shall not apply to any customary restrictions on distributions that
become effective upon the occurrence of a default or event of default under any financing agreement
to which such MLP or any subsidiary of such MLP is a party, so long as such restrictions are on
terms no less favorable to the Lenders than similar restrictions under the Applicable MLP Credit
Agreement, and (iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of any subsidiary of such MLP pending such sale,
provided such restrictions and conditions apply to the subsidiary of such MLP that is sold and such
sale is permitted under the Applicable MLP Credit Agreement, except as otherwise approved by the
General Partner; or




     (n) An “Event of Default” as defined in any agreement governing the Senior Note Indebtedness
(including, for the avoidance of doubt, the agreements governing any Senior Note Refinancing
Indebtedness) occurs, or any default or other event occurs following any applicable cure period,
the effect of which default or other event is to cause, or to permit the holder or holders of any
such Indebtedness or a trustee or agent on behalf of such holder or holders to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed in full (automatically or otherwise), or an offer to
repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity
occurs.



     8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Majority Lenders,
take any or all of the following actions:



     (a) declare the Commitments, the Swingline Commitment and any obligation of the LC Issuer to
make LC Credit Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;



     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document
to be immediately due and payable, without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly
waived by the Borrower;



     (c) require that the Borrower Cash Collateralize the LC Obligations (in an amount equal to the
then outstanding amount thereof); and



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     (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;


provided, however, that upon the occurrence of an Event of Default described in
subsections (j)(i), (j)(ii) or (j)(iii) of Section 8.01, the
Commitments, the Swingline Commitment and any obligation of the LC Issuer to make LC Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the LC Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any
Lender.




     8.03 Application of Funds. After the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately due and payable and the LC
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall be applied by
the Administrative Agent in the following order:



     First, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;



     Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to the Lenders and the LC Issuer
(including fees, charges and disbursements of counsel to the respective Lenders and the LC Issuer
(including fees and time charges for attorneys who may be employees of any Lender or the LC Issuer)
and amounts payable under Article III), ratably among them in proportion to the amounts
described in this clause Second payable to them;



     Third, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans, Matured LC Obligations, other Obligations and Lender Hedging Obligations,
ratably among the Lenders, any Affiliate of a Lender (in respect of Lender Hedging Obligations) and
the LC Issuer in proportion to the respective amounts described in this clause Third
payable to them;



     Fourth, to payment of the remaining portion of the Lender Hedging Obligations and the
remaining portion of the Obligations, whether constituting unpaid principal of the Loans and
Matured LC Obligations or other amounts, and to the Administrative Agent for the account of the LC
Issuer to Cash Collateralize that portion of LC Obligations comprised of the aggregate undrawn
amount of Letters of Credit, ratably among the Lenders, any Affiliate of a Lender (in respect of
Lender Hedging Obligations) and the Administrative Agent for the account of the LC Issuer in
proportion to the respective amounts described in this clause Fourth held by them; and



     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrower or as otherwise required by Law.



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Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as
they occur. If any amount remains on deposit as LC Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.




ARTICLE IX.

ADMINISTRATIVE AGENT




     9.01 Appointment and Authority. Each of the Lenders and the LC Issuer hereby irrevocably
appoints Credit Suisse AG to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. For purposes
of this Article IX and Section 10.04, the term “Administrative Agent” also includes
Credit Suisse AG in its capacity as Collateral Agent pursuant to the Collateral Documents. The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and
the LC Issuer, and the Borrower shall not have rights as a third party beneficiary of any of such
provisions.



     9.02 Rights as a Lender. The Person serving as the Administrative 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 the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative 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 the Borrower or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.



     9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:



     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;



     (b) shall not 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 the Administrative Agent is required to exercise as directed in writing by the
Majority 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 the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;
and



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     (c) shall not, 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
the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.



     The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Majority Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii)
in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice describing such
Default is given to the Administrative Agent by the Borrower, a Lender or the LC Issuer.



     The Administrative Agent shall not 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 the Administrative Agent.



     9.04 Reliance by Administrative Agent. The Administrative 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. The Administrative 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 LC Issuer, the
Administrative Agent may presume that such condition is satisfactory to such Lender or the LC
Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender
or the LC Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the 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.



     9.05 Delegation of Duties. The Administrative 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 the Administrative Agent. The Administrative 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



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shall apply to any such sub-agent and to the Related Parties of the Administrative 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 Administrative
Agent.




     9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give
notice of its resignation to the Lenders, the LC Issuer and the Borrower. Upon receipt of any such
notice of resignation, the Majority Lenders shall have the right, in consultation with the
Borrower, to appoint 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 Majority Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the LC Issuer, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the 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 (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any Cash
Collateral held by the Administrative Agent on behalf of the Lenders or the LC Issuer under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold such Cash Collateral
until such time as a successor Administrative Agent is appointed) and (b) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the LC Issuer directly, until such time as the
Majority Lenders appoint a successor Administrative Agent as provided for above in this Section.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative 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 Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article
and Section 10.04 shall continue in effect for the benefit of such retiring Administrative
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 Administrative Agent was acting as
Administrative Agent.



     Any resignation by Credit Suisse AG as Administrative Agent pursuant to this Section shall
also constitute the resignation, subject to Section 10.06(h), of Credit Suisse AG (or its Affiliate
or branch then serving that either such capacity) as LC Issuer and Swingline Lender. Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
LC Issuer and Swingline Lender, (ii) the retiring LC Issuer and Swingline Lender shall, subject to
Section 10.06(h), be discharged from all of their respective duties and obligations hereunder or
under the other Loan Documents, and (iii) the successor LC Issuer shall use commercially reasonable
efforts to issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or use commercially reasonable efforts



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to make other arrangement satisfactory to the retiring LC Issuer to effectively assume the
obligations of the retiring LC Issuer with respect to such Letters of Credit.




     9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the LC Issuer
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties 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 LC Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties 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.



     9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Bookrunners, Arrangers, or other 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, a Lender or the LC Issuer hereunder.



     9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Restricted Person, the Administrative
Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise:



     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, LC Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders, the LC Issuer and the Administrative Agent allowed in such judicial proceeding; and



     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the LC Issuer to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the LC Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.12 and 10.04.







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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the LC Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.




     9.10 Guaranty and Collateral Matters. The Lenders and the LC Issuer irrevocably authorize the
Administrative Agent to (i) release any Guarantor from its obligations under the Guaranty if such
Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and (ii) to
release any Collateral from the Collateral Documents if such Collateral (or the owner of that
Collateral ceases to be a Subsidiary) is disposed of (other than to another Restricted Person) in
compliance with this Agreement. Upon request by the Administrative Agent at any time, the Majority
Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from
its obligations under the Guaranty or to release any Collateral from the Collateral Documents, in
either case pursuant to this Section 9.10.



ARTICLE X.

MISCELLANEOUS




     10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Restricted Person
therefrom, shall be effective unless in writing signed by the Majority Lenders and the Borrower or
the applicable Restricted Person, as the case may be, and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment, waiver
or consent shall:



     (a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender;



     (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02) without the written consent of such Lender;



     (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each Lender directly affected thereby;



     (d) reduce the principal of, or the rate of interest specified herein on, any Loan or LC
Obligation, or (subject to clause (iii) of the second proviso to this Section 10.01) any
fees or other amounts payable hereunder or under any other Loan Document, or change the manner of
computation of any financial ratio (including any change in any applicable defined term) used in
determining the Applicable Leverage Level that would result in a reduction of any interest rate on
any Loan or any fee payable hereunder without the written consent of each Lender directly affected
thereby; provided, however, that only the consent of the Majority Lenders shall be



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necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower
to pay interest or letter of credit fees at the Default Rate;




     (e) change Section 2.15 or Section 8.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each affected Lender;



     (f) change any provision of this Section or the definition of “Majority Lenders” or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or



     (g) release all or substantially all of the Guarantors from the Guaranty or release all or
substantially all of the Collateral from the Collateral Documents;


and, provided further, that: (i) no amendment, waiver or consent shall, unless in
writing and signed by the LC Issuer in addition to the Lenders required above, affect the rights or
duties of the LC Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required above, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in
addition to the Lenders required above, affect the rights or duties of the Swingline Lender under
this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would
be required under clause (b), (c), (d) or (e) of this Section 10.01.




     10.02 Notices; Effectiveness; Electronic Communication.



     (a) Notices Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (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, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:




     (i) if to the Borrower, the Administrative Agent, the Swingline Lender or the LC
Issuer, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 4; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified 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,






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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
subsection (b) below, shall be effective as provided in such subsection (b).




     (b) Electronic Communications. Notices and other communications to the Lenders and
the LC Issuer hereunder may be delivered or furnished by electronic communication (including e-mail
and Internet or intranet web sites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or the LC Issuer
pursuant to Article II if such Lender or the LC Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, 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 web site
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 web site address therefor.



     (c) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures
shall, subject to applicable Law, have the same force and effect as manually signed originals and
shall be binding on all Restricted Persons, the Administrative Agent, the LC Issuer, and the
Lenders. The Administrative Agent may also require that any such documents and signatures be
confirmed by a manually signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any facsimile document
or signature.



     (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent and the LC
Issuer may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by notice to the
Borrower, the Administrative Agent and the LC Issuer.



     (e) Reliance by Administrative Agent, LC Issuer and Lenders. The Administrative
Agent, the LC Issuer and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded or followed by any
other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify the



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Administrative Agent, the LC Issuer, each Lender and the Related Parties of each of them from
all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.




     10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the LC Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.



     10.04 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, 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 LC Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, any Lender or the LC Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or the LC Issuer), and shall
pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any
Lender or the LC Issuer, 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, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit.



     (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the LC Issuer, and each
Related Party of any of the foregoing Persons (each such Person, 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 for any Indemnitee),
and shall indemnify and hold harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower or any other Restricted
Person 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



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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 LC Issuer 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 of
Hazardous Materials on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Liability under Environmental Law related in any way to the Borrower or any of
its Subsidiaries, (iv) any civil penalty or fine assessed by the U. S. Department of the Treasury’s
Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel
fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or
any Lender as a result of the funding of Loans, the issuance of Letters of Credit, or the
acceptance of payments under the Loan Documents, or (v) 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 the Borrower or any
other Restricted Person, and regardless of whether any Indemnitee is a party thereto, in all cases,
whether or not caused by or arising, in whole or in part, out of the comparative, contributory or
sole negligence of the Indemnitee; provided that (i) 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 the Borrower or any other Restricted Person against an Indemnitee
for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan
Document, if the Borrower or such Restricted Person has obtained a final and nonappealable judgment
in its favor on such claim as determined by a court of competent jurisdiction, and (ii) and, if the
Borrower has complied with its obligations under Section 2.17, such indemnity for the
Swingline Lender or the LC Issuer shall not include losses incurred by the Swingline Lender or the
LC Issuer due to one or more Lenders defaulting in their obligations to purchase participations of
Swingline Loans under Section 2.02(d) or LC Obligations under Section 2.09(c) or to
make Loans under Section 2.09(a) (it being understood that this proviso shall not affect
the Swingline Lender’s or the LC Issuer’s rights against any Defaulting Lender).




     (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), the LC Issuer, 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 LC Issuer, the Swingline Lender, or such Related Party, as the
case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought and as if no Lender were a Defaulting Lender)
of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), the Swingline Lender, or the LC Issuer 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 Swingline Lender, or LC Issuer in connection with
such capacity. The obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.14(d).



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     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Borrower shall not assert, and 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 subsection (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 ten
Business Days after demand therefor.



     (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments,
the repayment, satisfaction or discharge of all the other Obligations, and the termination of this
Agreement.



     10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is
made to the Administrative Agent, the LC Issuer or any Lender, or the Administrative Agent, the LC
Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the Administrative Agent,
the LC Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied shall
be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the LC Issuer severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from
time to time in effect. The obligations of the Lenders and the LC Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.



     10.06 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 the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent 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 subsection (b) of
this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of



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this Section, or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by
any party hereto 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 subsection (d) of this Section
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the LC Issuer and the Lenders) 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 (including for purposes of this subsection (b),
participations in LC Obligations) at the time owing to it); provided that, except in the
case of 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 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 shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);




     (i) 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
Loans or the Commitment assigned;




     (ii) any assignment of a Commitment must be approved by the Administrative Agent, the
Swingline Lender and the LC Issuer (whether or not the proposed assignee would otherwise
qualify as an Eligible Assignee); and




     (iii) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500, which the Administrative Agent may waive in its sole discretion, and the Eligible
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire and any tax forms required under Section 3.01(e), but
no processing and recordation fee may be charged with respect to any assignment to a Lender
or an Affiliate of a Lender.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c)
of this Section, 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






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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 3.01,
3.04, 3.05, and 10.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d) of this Section.




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent’s Office 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 Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may
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 each of the Borrower, the Swingline Lender and the LC Issuer
at any reasonable time and from time to time upon reasonable prior notice. In addition, at any
time that a request for a consent for a material or substantive change to the Loan Documents is
pending, any Lender wishing to consult with other Lenders in connection therewith may request and
receive from the Administrative Agent a copy of the Register.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or the Borrower or any of the 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 (including such Lender’s
participations in LC Obligations) 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) the Borrower, the
Administrative Agent, the Lenders and the LC Issuer 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 this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by
law, each Participant also



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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 2.15 as though it were a
Lender.




     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 3.01 or Section 3.04 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 the Borrower’s
prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not
be entitled to the benefits of Section 3.01(a) unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 3.01(e) as though it were a Lender.



     (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 (including under its Note, if any) 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.



     (g) 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 manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable 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.



     (h) Resignation as LC Issuer after Assignment. Notwithstanding anything to the
contrary contained herein, if at any time Credit Suisse AG assigns all of its Commitment and Loans
pursuant to subsection (b) above, Credit Suisse AG (or any of its Affiliates or branches then
serving as LC Issuer or Swingline Lender) may, upon 30 days’ notice to the Borrower and the
Lenders, resign as LC Issuer or Swingline Lender, as the case may be. In the event of any such
resignation, the Borrower shall be entitled to appoint from among the Lenders a successor LC Issuer
and a successor Swingline Lender hereunder; provided, however, that (i) no failure
by the Borrower to appoint any such successor shall affect the resignation of Credit Suisse AG (or
such Affiliate or branch) as LC Issuer and Swingline Lender and (ii) no such appointment will
become effective without the consent of the Lender so appointed. If Credit Suisse AG (or such
affiliate or branch) resigns as LC Issuer or Swingline Lender, it shall retain all the rights and
obligations of the LC Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as LC Issuer and all LC Obligations with respect thereto
(including the right to require the Lenders to make ABR Loans or fund risk participations in
Matured LC Obligations pursuant to Section 2.09) and all rights and obligations of the
Swingline Lender with respect to Swingline Loans outstanding as of the effective date of its
resignation as Swingline Lender.




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     10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the LC Issuer 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, trustees,
officers, employees, agents, advisors and 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 or to any such regulatory
authority in accordance with such Lender’s regulatory compliance policy, (c) to the extent required
by applicable laws or regulations or by 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, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the 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 LC Issuer or any of
their respective Affiliates on a non-confidential basis from a source other than the Borrower.



     For purposes of this Section, “Information” means all information received from the
Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or the LC Issuer on a non-confidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower or any
Subsidiary after the date hereof, 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.



     10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the LC Issuer
and each of their respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by applicable 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 LC Issuer or any such
Affiliate to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement or any other Loan
Document to such Lender or the LC Issuer, irrespective of whether or not such Lender or the LC
Issuer shall have made any demand under this Agreement or any other Loan Document and although such
obligations of the Borrower may be contingent or unmatured or are owed to a
branch or office of such Lender or the LC Issuer different from the branch or office holding
such deposit or obligated on such indebtedness. The rights of each Lender, the LC Issuer and their
respective Affiliates under this Section are in addition to other rights and remedies (including
other rights of setoff) that such Lender, the LC Issuer or their



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respective Affiliates may have.
Each Lender and the LC Issuer agrees to notify the 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.



     10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid
or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to
the Borrower. In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.



     10.10 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
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. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this
Agreement.



     10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other
document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive
the execution and delivery hereof and thereof. Such representations and warranties have been or
will be relied upon by the Administrative Agent and each Lender, regardless of any investigation
made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of
any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any
Letter of Credit shall remain outstanding.




     10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions
of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)
the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The



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invalidity of a
provision in a particular jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



     10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.04, if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, then the 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 10.06), all of its interests,
rights and obligations under this Agreement and the related Loan Documents to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:



     (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in
Section 10.06(b);



     (b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and Letter of Credit participations, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts);



     (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable Laws.



     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 the Borrower to
require such assignment and delegation cease to apply.



     10.14 Governing Law; Jurisdiction; Etc.



     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.



     (b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS 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 THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED
IN



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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 IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE LC
ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



     (c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 THE MANNER PROVIDED FOR
NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
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 OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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 AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     10.16 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 the 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



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and record information that identifies
the Borrower, which information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act. The Borrower will comply with reasonable requests of any Lender for such
information.



     10.17 Time of the Essence. Time is of the essence of the Loan Documents.



     10.18 No Recourse. The parties hereto hereby acknowledge and agree that neither the General Partner nor any
director, officer, employee, limited partner or shareholder of the Borrower or the General Partner
shall have any personal liability in respect of the obligations of the Borrower and the Guarantors
under this Agreement and the other Loan Documents by reason of his, her or its status.



     10.19 Amendment and Restatement.
Effective on the Closing Date, this Agreement amends and restates (and does not release or
novate) the Revolving Credit Loans (as defined in the Existing Credit Agreement) under the Existing
Credit Agreement, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender
to any reimbursement under Section 3.05 hereof; provided that the foregoing is not
intended to relieve the Borrower for paying any such costs to lenders under the Existing Credit
Agreement to the extent such lenders are not Lenders under this Agreement.



     10.20 Separateness. The Lenders acknowledge (i) the separateness as of the date hereof of each MLP from the
Borrower and each other Restricted Person, (ii) that the lenders and noteholders under credit
agreements with each MLP have likely advanced funds thereunder in reliance upon the separateness of
such MLP from the Borrower and each other Restricted Person, (iii) that each MLP has assets and
liabilities that are separate from those of the Borrower and the other Restricted Persons, (iv)
that the Loans and other obligations owing under the Loan Documents have not been guaranteed by
either MLP or any of their respective subsidiaries, and (v) that, except as other Persons may
expressly assume or guarantee any of the Loan Documents or obligations thereunder, the Lenders
shall look solely to the Borrower and its property and assets and the property and assets of the
other Restricted Persons, and any property pledged as collateral with respect to the Loan
Documents, for the repayment of any amounts payable pursuant to the Loan Documents and for
satisfaction of any obligations owing to the Lenders under the Loan Documents and that none of ETP,
Regency or any of their respective subsidiaries is personally liable to the Lenders for any amounts
payable, or any liability, under the Loan Documents.



[The remainder of this page is intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written.



	 	 	 	 	 
	 	ENERGY TRANSFER EQUITY, L.P.

 	 
	 	By:  	LE GP, LLC, its general partner
 	 



	 	 	 	 	 
	 	By:  	                                                  /s/ John W. McReynolds
 	 
	 	 	John W. McReynolds 	 
	 	 	President and Chief Financial Officer 	 
	 




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	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, LC Issuer, Swingline Lender,
and a Lender

 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	Name:  	Nupur Kumar 	 
	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	By:  	                                              /s/ Kevin Buddhdew
 	 
	 	Name:  	Kevin Buddhdew 	 
	 	Title:  	Associate 	 
	 




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	 	MORGAN STANLEY SENIOR FUNDING, INC.

 	 
	 	By:  	/s/ Sherrese Clarke
 	 
	 	Name:  	Sherrese Clarke 	 
	 	Title:  	Vice President 	 
	 




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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Paul V. Farrell
 	 
	 	Name:  	Paul V. Farrell 	 
	 	Title:  	Director 	 
	 




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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Christen A. Lacey
 	 
	 	Name:  	Christen A. Lacey 	 
	 	Title:  	Senior Vice President 	 
	 




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	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	Name:  	Irja R. Otsa 	 
	 	Title:  	Associate Director 	 



	 	 	 	 	 
	 	By:  	                                              /s/ Mary E. Evans
 	 
	 	Name:  	Mary E. Evans 	 
	 	Title:  	Associate Director 	 
	 




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	 	CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	Name:  	Todd Mogil 	 
	 	Title:  	Vice President 	 
	 




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	 	BNP PARIBAS

 	 
	 	By:  	/s/ David Dodd
 	 
	 	Name:  	David Dodd 	 
	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	                                              /s/ Betsy Jocher
 	 
	 	Name:  	Betsy Jocher 	 
	 	Title:  	Director 	 
	 




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	 	SUNTRUST BANK, N.A.

 	 
	 	By:  	/s/ Andrew Johnson
 	 
	 	Name:  	Andrew Johnson 	 
	 	Title:  	Director 	 
	 




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	 	DEUTSCHE BANK AG

 	 
	 	By:  	/s/ Philippe Sandmeier
 	 
	 	Name:  	Philippe Sandmeier 	 
	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	By:  	                                              /s/ Ming K. Chu
 	 
	 	Name:  	Ming K. Chu 	 
	 	Title:  	Vice President 	 
	 




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