<PAGE>
                                                                    EXHIBIT 10.1

================================================================================

                                  $410,000,000

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 1, 2004,

                           AMENDED AND RESTATED AS OF
                                  JULY 26, 2005

                                      AMONG

                            REGENCY GAS SERVICES LLC,
                                  AS BORROWER,

                             REGENCY ACQUISITION LLC

                                       AND

                       THE OTHER GUARANTORS PARTY HERETO,
                                 AS GUARANTORS,

                            THE LENDERS PARTY HERETO,

                               UBS SECURITIES LLC,
                          AS ARRANGER AND BOOKMANAGER,

                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT,

                           ALLIED IRISH BANKS, P.L.C.,
                            FORTIS CAPITAL CORP. AND
                           NATEXIS BANQUES POPULAIRES,
                           AS CO-DOCUMENTATION AGENTS

                                       AND

                              UBS LOAN FINANCE LLC,
                               AS SWINGLINE LENDER

                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                               New York, NY 10005

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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01    Defined Terms............................................      2
SECTION 1.02    Classification of Loans and Borrowings...................     38
SECTION 1.03    Terms Generally..........................................     38
SECTION 1.04    Accounting Terms; GAAP...................................     39
SECTION 1.05    Resolution of Drafting Ambiguities.......................     39

                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01    Commitments..............................................     39
SECTION 2.02    Loans....................................................     40
SECTION 2.03    Borrowing Procedure......................................     41
SECTION 2.04    Evidence of Debt; Repayment of Loans.....................     42
SECTION 2.05    Fees.....................................................     42
SECTION 2.06    Interest on Loans........................................     43
SECTION 2.07    Termination and Reduction of Commitments.................     44
SECTION 2.08    Interest Elections.......................................     45
SECTION 2.09    Amortization of Term Borrowings..........................     46
SECTION 2.10    Optional and Mandatory Prepayments of Loans..............     46
SECTION 2.11    Alternate Rate of Interest...............................     49
SECTION 2.12    Yield Protection.........................................     49
SECTION 2.13    Breakage Payments........................................     51
SECTION 2.14    Payments Generally; Pro Rata Treatment; Sharing of
                   Setoffs...............................................     51
SECTION 2.15    Taxes....................................................     53
SECTION 2.16    Mitigation Obligations; Replacement of Lenders...........     54
SECTION 2.17    Swingline Loans..........................................     55
SECTION 2.18    Letters of Credit........................................     56
SECTION 2.19    Increase in Commitments..................................     62
SECTION 2.20    Modification of Revolving Loan...........................     64

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01    Organization; Powers.....................................     65
SECTION 3.02    Authorization; Enforceability............................     65
SECTION 3.03    No Conflicts.............................................     65
SECTION 3.04    Financial Statements; Projections........................     65
SECTION 3.05    Properties...............................................     66
SECTION 3.06    Intellectual Property....................................     67
SECTION 3.07    Equity Interests and Subsidiaries........................     68
</TABLE>


                                       -i-
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SECTION 3.08    Litigation; Compliance with Laws.........................     68
SECTION 3.09    Agreements...............................................     69
SECTION 3.10    Federal Reserve Regulations..............................     69
SECTION 3.11    Investment Company Act; Public Utility Holding Company
                   Act...................................................     69
SECTION 3.12    Use of Proceeds..........................................     69
SECTION 3.13    Taxes....................................................     69
SECTION 3.14    No Material Misstatements................................     70
SECTION 3.15    Labor Matters............................................     70
SECTION 3.16    Solvency.................................................     70
SECTION 3.17    Employee Benefit Plans...................................     71
SECTION 3.18    Environmental Matters....................................     71
SECTION 3.19    Insurance................................................     72
SECTION 3.20    Security Documents.......................................     73
SECTION 3.21    Acquisition Documents; Representations and Warranties in
                   Acquisition Agreement.................................     73
SECTION 3.22    Anti-Terrorism Law.......................................     74

                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01    Conditions to Initial Credit Extension...................     75
SECTION 4.02    Conditions to All Credit Extensions......................     75
SECTION 4.03    Conditions to Credit Extensions on or After the Amendment
                   Effectiveness Date....................................     76

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01    Financial Statements, Reports, etc.......................     76
SECTION 5.02    Litigation and Other Notices.............................     78
SECTION 5.03    Existence; Businesses and Properties.....................     79
SECTION 5.04    Insurance................................................     79
SECTION 5.05    Obligations and Taxes....................................     81
SECTION 5.06    Employee Benefits........................................     81
SECTION 5.07    Maintaining Records; Access to Properties and
                   Inspections...........................................     81
SECTION 5.08    Use of Proceeds..........................................     82
SECTION 5.09    Compliance with Environmental Laws; Environmental
                   Reports...............................................     82
SECTION 5.10    Interest Rate Protection.................................     82
SECTION 5.11    Additional Collateral; Additional Guarantors.............     83
SECTION 5.12    Security Interests; Further Assurances...................     84
SECTION 5.13    Information Regarding Collateral.........................     85

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01    Indebtedness.............................................     86
SECTION 6.02    Liens....................................................     88
SECTION 6.03    Sale and Leaseback Transactions..........................     90
</TABLE>


                                      -ii-
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<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
SECTION 6.04    Investment, Loan and Advances............................     91
SECTION 6.05    Mergers and Consolidations; Dissolution..................     92
SECTION 6.06    Asset Sales..............................................     92
SECTION 6.07    Acquisitions.............................................     93
SECTION 6.08    Dividends................................................     94
SECTION 6.09    Transactions with Affiliates.............................     95
SECTION 6.10    Financial Covenants......................................     96
SECTION 6.11    Prepayments of Other Indebtedness; Modifications of
                   Organizational Documents and Other Documents, etc.....     97
SECTION 6.12    Limitation on Certain Restrictions on Subsidiaries.......     98
SECTION 6.13    Limitation on Issuance of Capital Stock..................     99
SECTION 6.14    Limitation on Creation of Subsidiaries...................     99
SECTION 6.15    Business.................................................     99
SECTION 6.16    Limitation on Accounting Changes.........................    100
SECTION 6.17    Fiscal Year..............................................    100
SECTION 6.18    No Further Negative Pledge...............................    100
SECTION 6.19    Anti-Terrorism Law; Anti-Money Laundering................    100
SECTION 6.20    Embargoed Person.........................................    101

                                   ARTICLE VII

                                    GUARANTEE

SECTION 7.01    The Guarantee............................................    101
SECTION 7.02    Obligations Unconditional................................    101
SECTION 7.03    Reinstatement............................................    102
SECTION 7.04    Subrogation; Subordination...............................    103
SECTION 7.05    Remedies.................................................    103
SECTION 7.06    Instrument for the Payment of Money......................    103
SECTION 7.07    Continuing Guarantee.....................................    103
SECTION 7.08    General Limitation on Guarantee Obligations..............    103
SECTION 7.09    Release of Guarantors....................................    103

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

SECTION 8.01    Events of Default........................................    104
SECTION 8.02    Rescission...............................................    106
SECTION 8.03    Application of Proceeds..................................    106
SECTION 8.04    Holdings' Right to Cure..................................    107

                                   ARTICLE IX

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01    Appointment and Authority................................    108
SECTION 9.02    Rights as a Lender.......................................    108
SECTION 9.03    Exculpatory Provisions...................................    108
SECTION 9.04    Reliance by Agent........................................    109
SECTION 9.05    Delegation of Duties.....................................    109
</TABLE>


                                      -iii-
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SECTION 9.06    Resignation of Agent.....................................    110
SECTION 9.07    Non-Reliance on Agent and Other Lenders..................    110
SECTION 9.08    No Other Duties, etc.; Appointment.......................    110
SECTION 9.09    Intercreditor Agreement..................................    111

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.01   Notices..................................................    111
SECTION 10.02   Waivers; Amendment.......................................    113
SECTION 10.03   Expenses; Indemnity; Damage Waiver.......................    117
SECTION 10.04   Successors and Assigns...................................    118
SECTION 10.05   Survival of Agreement....................................    121
SECTION 10.06   Counterparts; Integration; Effectiveness; Electronic
                   Execution.............................................    121
SECTION 10.07   Severability.............................................    121
SECTION 10.08   Right of Setoff..........................................    122
SECTION 10.09   Governing Law; Jurisdiction; Consent to Service of
                   Process...............................................    122
SECTION 10.10   Waiver of Jury Trial.....................................    123
SECTION 10.11   Headings.................................................    123
SECTION 10.12   Treatment of Certain Information; Confidentiality........    123
SECTION 10.13   USA PATRIOT Act Notice...................................    123
SECTION 10.14   Interest Rate Limitation.................................    124
SECTION 10.15   Lender Addendum..........................................    124
SECTION 10.16   Obligations Absolute.....................................    124
</TABLE>

ANNEXES

Annex I    Applicable Margin
Annex II   Amortization Table

SCHEDULES

Schedule 1.01(a)   Refinancing Indebtedness to Be Repaid
Schedule 1.01(b)   Subsidiary Guarantors
Schedule 3.03      Governmental Approvals; Compliance with Laws
Schedule 3.06(c)   Violations or Proceedings
Schedule 3.09      Material Agreements
Schedule 3.18      Environmental Matters
Schedule 3.19      Insurance
Schedule 3.21      Acquisition Documents
Schedule 6.01(b)   Existing Indebtedness
Schedule 6.02(c)   Existing Liens
Schedule 6.04(b)   Existing Investments
Schedule 6.16      Accounting Changes

EXHIBITS

Exhibit A     Form of Administrative Questionnaire
Exhibit B     Form of Amended and Restated Assignment and Assumption
Exhibit C     Form of Borrowing Request


                                 -iv-
<PAGE>
Exhibit D     Form of Compliance Certificate
Exhibit E     Form of Interest Election Request
Exhibit F     Form of Joinder Agreement
Exhibit G     Form of Landlord Access Agreement
Exhibit H     Form of LC Request
Exhibit I     Form of Lender Addendum
Exhibit J     Form of Mortgage
Exhibit K-1   Form of Term Note
Exhibit K-2   Form of Revolving Note
Exhibit K-3   Form of Swingline Note
Exhibit L-1   Form of Perfection Certificate
Exhibit L-2   Form of Perfection Certificate Supplement
Exhibit M     Form of Security Agreement
Exhibit N     [Intentionally Omitted]
Exhibit O     Form of Solvency Certificate
Exhibit P     Form of Intercompany Note
Exhibit Q     Form of Non-Bank Certificate
Exhibit R     Form of Intercreditor Agreement
Exhibit S     Form of Escrow Agreement
Exhibit T     Amendment Effective Date Certificate


                                       -v-
<PAGE>
                      AMENDED AND RESTATED CREDIT AGREEMENT

          This AMENDED AND RESTATED CREDIT AGREEMENT (this "AGREEMENT", and as
in effect prior to the date hereof, the "ORIGINAL CREDIT AGREEMENT") dated as of
December 1, 2004, amended and restated as of July 26, 2005 among REGENCY GAS
SERVICES LLC, a Delaware limited liability company ("BORROWER"), REGENCY
ACQUISITION LLC, a Delaware limited liability company ("HOLDINGS"), the
Subsidiary Guarantors (such term and each other capitalized term used but not
defined where used having the meaning given to it in Section 1.01), the Lenders,
UBS SECURITIES LLC, as lead arranger (in such capacity, "ARRANGER"), BANK OF
AMERICA, N.A., as syndication agent (in such capacity, "SYNDICATION AGENT"),
ALLIED IRISH BANKS, p.l.c., FORTIS CAPITAL CORP. and NATEXIS BANQUES POPULAIRES,
as co-documentation agents (in such capacity, "DOCUMENTATION AGENTS"), UBS LOAN
FINANCE LLC, as swingline lender (in such capacity, "SWINGLINE LENDER"), and UBS
AG, STAMFORD BRANCH, as issuing bank (in such capacity, "ISSUING BANK"), as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT") for the Lenders
and as collateral agent (in such capacity, "COLLATERAL AGENT") for the Secured
Parties and the Issuing Bank.

                                   WITNESSETH:

          WHEREAS, Borrower on the Closing Date requested (i) the Original
Lenders to extend credit in the form of (a) Term Loans on the Closing Date, in
an aggregate principal amount not in excess of $200,000,000, and (b) Revolving
Loans requested at any time and from time to time prior to the Revolving
Maturity Date, in an aggregate principal amount at any time outstanding not in
excess of $40,000,000, (ii) the Swingline Lender to make available Swingline
Loans, at any time and from time to time prior to the Revolving Maturity Date,
in an aggregate principal amount at any time outstanding not in excess of
$10,000,000 and (iii) the Issuing Bank to make available letters of credit, in
an aggregate face amount at any time outstanding not in excess of $20,000,000,
to support payment obligations incurred in the ordinary course of business by
Borrower and its Subsidiaries.

          WHEREAS, on the Closing Date, Borrower entered into the Second Lien
Agreement providing for second lien term loans in the amount of $50,000,000.

          WHEREAS, the proceeds of the Loans are to be used in accordance with
Section 3.12.

          WHEREAS, Borrower has requested the Lenders to extend credit in the
form of (a) additional Term Loans (the "ADDITIONAL TERM LOANS" and the Lenders'
Commitments in respect thereof, the "ADDITIONAL TERM LOAN COMMITMENTS"), in an
aggregate principal amount of $60,000,000, $25,000,000 of which may be drawn on
the Amendment Effectiveness Date with the balance to be drawn on the date on
which the conditions set forth in Section 4.03(b) are satisfied (or otherwise
disbursed into the Escrow Account in accordance with such Section) and (b)
additional Revolving Loans (the "ADDITIONAL REVOLVING LOANS" and the Lenders'
Commitments in respect thereof, the "ADDITIONAL REVOLVING COMMITMENTS"), in an
aggregate principal amount of $110,000,000 at any time after the date on which
the conditions set forth in Section 4.03(b) are satisfied (or otherwise in
accordance with such Section) and from time to time to prior to the Revolving
Maturity Date;

          WHEREAS, the Obligations (as defined in the Original Credit Agreement,
hereinafter the "ORIGINAL OBLIGATIONS") of Borrower and the other Loan Parties
under the Original Credit Agreement and the Security Documents (as defined in
the Original Credit Agreement, such Security Documents hereinafter
<PAGE>
the "ORIGINAL SECURITY DOCUMENTS") are secured by certain collateral
(hereinafter the "ORIGINAL COLLATERAL") and are guaranteed or supported or
otherwise benefited by the Original Security Documents;

          WHEREAS, Borrower has requested that the Issuing Bank increase the
amount available for letters of credit from $20,000,000 to $30,000,000;

          WHEREAS, the parties desire to amend and restate the Original Credit
Agreement in its entirety to allow (to the extent not currently allowed) for
transactions (collectively, the "NEW TRANSACTIONS") which (a) provide for the
funding of the Additional Term Loans on the Amendment Effectiveness Date, (b)
provide for the funding of additional loans under the Second Lien Agreement,
which agreement shall be amended and restated on the date hereof, (c) involve
cash common or preferred equity investments in Holdings of not less than $15.0
million (the "AMENDMENT EQUITY INVESTMENT"), (d) allow Borrower to invest in a
capital expenditure project to increase the capacity of its existing intrastate
pipeline located in Northern Louisiana by adding an additional twenty-four-inch
diameter pipeline alongside forty miles of the existing pipeline, increasing the
compression of the line by approximately 10,000 horsepower and extending the
pipeline with 30" diameter pipe an additional eighty miles (the "PROJECTS") and
(e) pay fees, commissions and expenses in connection with the foregoing; and

          WHEREAS, the parties hereto intend that (a) the Original Obligations
which remain unpaid and outstanding as of the Amendment Effectiveness Date
(which shall include, without limitation, the Term Loans and Revolving Loans
outstanding on the Amendment Effectiveness Date under the Original Credit
Agreement) shall continue to exist under this Agreement on the terms set forth
herein, (b) the loans under the Original Credit Agreement outstanding as of the
Amendment Effective Date shall be Loans under and as defined in this Agreement
on the terms set forth herein, (c) any letters of credit outstanding under the
Original Credit Agreement as of the Amendment Effective Date shall be Letters of
Credit under this Agreement and (d) the Original Collateral and the Original
Security Documents shall continue to secure, guarantee, support and otherwise
benefit the Original Obligations as well as the other Secured Obligations of
Borrower and the other Loan Parties under this Agreement, in each case, on and
subject to the terms and conditions of this Agreement and the Amendment
Agreement dated as of the date hereof (the "AMENDMENT AGREEMENT").

          NOW, THEREFORE, the Original Credit Agreement is hereby amended and
restated to read in its entirety as follows:

                                   ARTICLE I

                                   DEFINITIONS

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

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

          "ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

          "ABR LOAN" shall mean any ABR Term Loan or ABR Revolving Loan.


                                      -2-
<PAGE>
          "ABR REVOLVING LOAN" shall mean any Revolving Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

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

          "ACQUISITION" shall mean the acquisition by Holdings of 100% of the
membership interests in Borrower pursuant to the Acquisition Agreement.

          "ACQUISITION AGREEMENT" shall mean that certain purchase and sale
agreement, dated as of October 21, 2004 (as amended, supplemented or otherwise
modified from time to time in accordance with the provisions hereof and
thereof), among Holdings, Borrower, Seller, the members of Seller listed on the
signature pages to the Acquisition Agreement, including CB Offshore Equity Fund
V - Holdings, L.P. and the partners of such limited partnership listed on the
signature pages to the Acquisition Agreement.

          "ACQUISITION CONSIDERATION" shall mean the purchase consideration for
any Permitted Acquisition and all other payments by Holdings or any of its
Subsidiaries in exchange for, or as part of, or in connection with, any
Permitted Acquisition, whether paid in cash or by exchange of Equity Interests
or of properties or otherwise and whether payable at or prior to the
consummation of such Permitted Acquisition or deferred for payment at any future
time, whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments representing the purchase price
and any assumptions of Indebtedness, "earn-outs" and other agreements to make
any payment the amount of which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income, cash flow or profits
(or the like) of any person or business; provided that any such future payment
that is subject to a contingency shall be considered Acquisition Consideration
only to the extent of the reserve, if any, required under GAAP at the time of
such sale to be established in respect thereof by Holdings or any of its
Subsidiaries.

          "ACQUISITION DOCUMENTS" shall mean the collective reference to the
Acquisition Agreement and the other documents listed on Schedule 3.21.

          "ADDITIONAL REVOLVING COMMITMENTS" shall have the meaning assigned to
such term in the recitals hereto. The aggregate amount of the Lenders'
Additional Revolving Commitments is $110.0 million.

          "ADDITIONAL LOANS" means the Additional Term Loans and the Additional
Revolving Loans.

          "ADDITIONAL REVOLVING LOANS" shall have the meaning assigned to such
term in the recitals hereto.

          "ADDITIONAL TERM LOAN COMMITMENTS" shall have the meaning assigned to
such term in the recitals hereto. The aggregate amount of the Lenders'
Additional Term Loan Commitments is $60.0 million.

          "ADDITIONAL TERM LOANS" shall have the meaning assigned to such term
in the recitals hereto.


                                      -3-
<PAGE>
          "ADJUSTED LIBOR RATE" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, (a) an interest rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) determined by the
Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing
in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves
(if any) for such Eurodollar Borrowing for such Interest Period.

          "ADMINISTRATIVE AGENT" shall have the meaning assigned to such term in
the preamble hereto and includes each other person appointed as the successor
pursuant to Article X.

          "ADMINISTRATIVE AGENT FEE" shall have the meaning assigned to such
term in Section 2.05(b).

          "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in substantially the form of Exhibit A.

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

          "AGENTS" shall mean the Administrative Agent and the Collateral Agent;
and "AGENT" shall mean any of them.

          "AGREEMENT" shall have the meaning assigned to such term in the
preamble hereto.

          "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
greater of (a) the Base Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%. If the Administrative Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Base
Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Base Rate or the Federal Funds Effective Rate,
respectively.

          "AMENDMENT AGREEMENT" shall have the meaning assigned to such term in
the recitals hereto.

          "AMENDMENT CONFIDENTIAL INFORMATION MEMORANDUM" shall mean that
certain lender presentation produced by the Arranger and its Affiliates in
connection with this Agreement and posted to Intralinks.

          "AMENDMENT EFFECTIVE DATE CERTIFICATE" shall mean the certificate
executed and delivered by Borrower pursuant to the terms of Section 3.3 of the
Amendment Agreement, substantially in the form of Exhibit T hereto.

          "AMENDMENT EFFECTIVENESS DATE" shall mean July 26, 2005.


                                      -4-
<PAGE>
          "AMENDMENT EQUITY INVESTMENT" shall have the meaning assigned to such
term in the recitals hereto.

          "AMENDMENT FEE LETTER" shall mean the confidential Fee Letter, dated
June 10, 2005, among Holdings, UBS Loan Finance LLC and UBS Securities LLC.

          "AMENDMENT TRANSACTION DOCUMENTS" shall mean the Loan Documents and
the Second Lien Loan Documents.

          "AMENDMENT TRANSACTIONS" shall mean (a) the New Transactions and (b)
the execution, delivery and performance of the Loan Documents and the Second
Lien Loan Documents.

          "ANTI-TERRORISM LAWS" shall have the meaning assigned to such term in
Section 3.22.

          "APPLICABLE FEE" shall mean 0.50% per annum.

          "APPLICABLE MARGIN" shall mean, for any day, with respect to any
Revolving Loan or Term Loan, as the case may be, the applicable percentage set
forth in Annex I under the appropriate caption.

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

          "ARRANGER" shall have the meaning assigned to such term in the
preamble hereto.

          "ASSET SALE" shall mean (a) any conveyance, sale, lease, sublease,
assignment, transfer or other disposition (including by way of merger or
consolidation and including any Sale and Leaseback Transaction) of any property
excluding sales of inventory and dispositions of cash equivalents, in each case,
in the ordinary course of business, by Holdings or any of its Subsidiaries and
(b) any issuance or sale of any Equity Interests of any Subsidiary of Holdings
(other than a Joint Venture), in each case, to any person other than (i)
Borrower, (ii) any Subsidiary Guarantor or (iii) other than for purposes of
Section 6.06, any other Subsidiary.

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

          "AUTO-RENEWAL LETTER OF CREDIT" shall have the meaning assigned to
such term in Section 2.18(c).

          "AVAILABLE CASH" shall mean the amount allowed to be distributed
pursuant to a master limited partnership agreement reasonably satisfactory to
the Administrative Agent entered into in connection with an IPO, with respect to
which a Parent Company is the general partner.

          "BAILEE LETTER" shall have the meaning assigned thereto in the
Security Agreement.

          "BASE RATE" shall mean, for any day, a rate per annum that is equal to
the corporate base rate of interest established by the Administrative Agent from
time to time; each change in the Base Rate


                                      -5-
<PAGE>
shall be effective on the date such change is effective. The corporate base rate
is not necessarily the lowest rate charged by the Administrative Agent to its
customers.

          "BOARD" shall mean the Board of Governors of the Federal Reserve
System of the United States.

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

          "BORROWER" shall have the meaning assigned to such term in the
preamble hereto.

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

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

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

          "CAPITAL EXPENDITURES" shall mean, for any period, without
duplication, the increase during that period in the gross property, plant or
equipment account in the consolidated balance sheet of Borrower and its
Subsidiaries, determined in accordance with GAAP, whether or not such increase
is financed by the incurrence of Indebtedness, but excluding (i) expenditures
made in connection with the replacement, substitution or restoration of property
pursuant to Section 2.10(f) and (ii) any portion of such increase attributable
solely to acquisitions of property, plant and equipment in Permitted
Acquisitions.

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

          "CASH EQUIVALENTS" shall mean, as to any person, (a) securities
issued, or directly, unconditionally and fully guaranteed or insured, by the
United States or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than one year from the date of acquisition by such
person; (b) time deposits and certificates of deposit of any Lender or any
commercial bank having, or which is the principal banking subsidiary of a bank
holding company organized under the laws of the United States, any state thereof
or the District of Columbia having, capital and surplus aggregating in excess of
$500.0 million and a rating of "A" (or such other similar equivalent rating) or
higher by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act) with maturities of not more than
one


                                      -6-
<PAGE>
year from the date of acquisition by such person; (c) repurchase obligations
with a term of not more than 30 days for underlying securities of the types
described in clause (a) above entered into with any bank meeting the
qualifications specified in clause (b) above, which repurchase obligations are
secured by a valid perfected security interest in the underlying securities; (d)
commercial paper issued by any person incorporated in the United States rated at
least A-1 or the equivalent thereof by Standard & Poor's Rating Service or at
least P-1 or the equivalent thereof by Moody's Investors Service Inc., and in
each case maturing not more than one year after the date of acquisition by such
person; (e) investments in money market funds substantially all of whose assets
are comprised of securities of the types described in clauses (a) through (d)
above; and (f) demand deposit accounts maintained in the ordinary course of
business.

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

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

          A "CHANGE IN CONTROL" shall be deemed to have occurred if:

          (a) Holdings at any time ceases to own 100% of the Equity Interests of
     Borrower; or

          (b) (i) the Permitted Holders cease to own, or to have the power to
     vote or direct the voting of, Voting Stock of Holdings representing a
     majority of the voting power of the total then outstanding Voting Stock of
     Holdings or (ii) the Permitted Holders cease to own Equity Interests
     representing a majority of the total then outstanding economic interests of
     the Equity Interests of Holdings; provided, however, that notwithstanding
     the foregoing, the occurrence of any such event shall not be deemed to be a
     "Change in Control" if (A) following an IPO, (I) no "person" or "group" (as
     such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other
     than the Permitted Holders shall become the "beneficial owner" (as defined
     in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
     indirectly, of voting power more than or equal to the greater of (x) 25% of
     the voting power of the total then outstanding Voting Stock of Holdings and
     (y) the percentage of the voting power of the total then outstanding Voting
     Stock of Holdings equal to that owned, directly or indirectly, by the
     Permitted Holders and (II) the Continuing Directors Condition is satisfied
     or (B) following an MLP, (x) the Permitted Holders shall continue to own,
     or have the power to vote or direct the voting of, Voting Stock of the
     general partner of the Master Limited Partnership representing a majority
     of the voting power of the total outstanding Voting Stock of such general
     partner and (y) the Permitted Holders shall continue to own Equity
     Interests representing a majority of the total economic interests of the
     Equity Interests of such general partner.

          For purposes of this definition, a person shall not be deemed to have
beneficial ownership of Equity Interests subject to a stock purchase agreement,
merger agreement or similar agreement until the consummation of the transactions
contemplated by such agreement.


                                      -7-
<PAGE>
          "CHANGE IN LAW" shall mean the occurrence, after the Closing Date (or
with respect to any Lender, if later, the date on which such Lender becomes a
Lender, except to the extent that such change was considered a Change in Law
with respect to such Lender's assignor immediately prior to such Lender becoming
a Lender), of any of the following: (a) the adoption or taking into effect of
any law, treaty, order, policy, rule or regulation, (b) any change in any law,
treaty, order, policy, rule or regulation or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.

          "CHARGES" shall have the meaning assigned to such term in Section
10.14.

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

          "CLOSING DATE" shall mean December 1, 2004.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

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

          "COLLATERAL AGENT" shall have the meaning assigned to such term in the
preamble hereto.

          "COMMERCIAL LETTER OF CREDIT" shall mean any letter of credit or
similar instrument issued for the purpose of providing credit support in
connection with the purchase of materials, goods or services by Borrower or any
of its Subsidiaries in the ordinary course of their businesses.

          "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Commitment, Term Loan Commitment or Swingline Commitment, and any
Commitment to make Term Loans or Revolving Loans of a new Class extended by such
Lender as provided in Section 2.19 or 2.20.

          "COMMITMENT FEE" shall have the meaning assigned to such term in
Section 2.05(a).

          "COMPANIES" shall mean Holdings and its Subsidiaries; and "COMPANY"
shall mean any one of them.

          "COMPLIANCE CERTIFICATE" shall mean a certificate of a Financial
Officer substantially in the form of Exhibit D.

          "CONSOLIDATED AMORTIZATION EXPENSE" shall mean, for any period, the
amortization expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED CURRENT ASSETS" shall mean, as at any date of
determination, the total assets of Borrower and its Subsidiaries which may
properly be classified as current assets on a consolidated


                                      -8-
<PAGE>
balance sheet of Borrower and its Subsidiaries in accordance with GAAP,
excluding cash and Cash Equivalents.

          "CONSOLIDATED CURRENT LIABILITIES" shall mean, as at any date of
determination, the total liabilities of Borrower and its Subsidiaries which may
properly be classified as current liabilities (other than the current portion of
any Consolidated Funded Indebtedness) on a consolidated balance sheet of
Borrower and its Subsidiaries in accordance with GAAP.

          "CONSOLIDATED DEPRECIATION EXPENSE" shall mean, for any period, the
depreciation expense of Borrower and its Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

          "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated Net
Income for such period, adjusted by (x) adding thereto, in each case only to the
extent (and in the same proportion) deducted in determining such Consolidated
Net Income (and with respect to the portion of Consolidated Net Income
attributable to any Subsidiary of Borrower only if a corresponding amount would
be permitted at the date of determination to be distributed to Borrower by such
Subsidiary without prior approval to the extent required (that has not been
obtained) pursuant to the terms of its Organizational Documents and all
agreements, instruments and Requirements of Law applicable to such Subsidiary or
its equityholders):

          (a) Consolidated Interest Expense for such period,

          (b) Consolidated Amortization Expense for such period,

          (c) Consolidated Depreciation Expense for such period,

          (d) Consolidated Tax Expense and Permitted Tax Distributions for such
     period,

          (e) costs and expenses directly incurred in connection with the
     Transactions (not to exceed $16.5 million), the Amendment Transactions (not
     to exceed $3.0 million), an IPO, any Permitted Acquisition, any Debt
     Issuance or any Investment made pursuant to Section 6.04(i),

          (f) the aggregate amount of all other non-cash charges reducing
     Consolidated Net Income (excluding any non-cash charge that results in an
     accrual of a reserve for cash charges in any future period) for such
     period, and

          (g) the aggregate amount, without duplication, of payments pursuant to
     Section 6.08(e) and Section 6.09(e) for such period, and

(y) subtracting therefrom the aggregate amount of all non-cash items increasing
Consolidated Net Income (other than the accrual of revenue or recording of
receivables in the ordinary course of business) for such period.

          Other than for purposes of calculating Excess Cash Flow, Consolidated
EBITDA shall be calculated on a Pro Forma Basis to give effect to the
Acquisition, the Projects, any Permitted Acquisition and Asset Sales consummated
at any time on or after the first day of the Test Period thereof as if the
Acquisition and each such Permitted Acquisition had been effected on the first
day of such period and as if each such Asset Sale had been consummated on the
first day of such period. For the purposes of calculating Consolidated EBITDA
for the Test Period ending December 31, 2004 such calculation shall include


                                      -9-
<PAGE>
the Waha and Regency Gas Treating business unit results from January 1, 2004
through March 31, 2004 as if Borrower had owned these businesses during such
period.

          "CONSOLIDATED FUNDED INDEBTEDNESS" shall mean, with respect to
Borrower and its Subsidiaries, on a consolidated basis in accordance with GAAP,
without duplication, (i) all Indebtedness of such persons of the types referred
to in clauses (a), (b), (c), (d), and (f), of the definition of "Indebtedness"
herein (subject to clause (D) of the last sentence of the definition thereof),
(ii) all Indebtedness of others of the type referred to in clause (i) above
(subject to clause (D) of the last sentence of the definition thereof), secured
by a Lien on property owned or acquired by any such person, whether or not the
obligations secured thereby have been assumed, but limited to the fair market
value of such property, (iii) all Contingent Obligations of any such person with
respect to Indebtedness of others of the type referred to in clause (i) above
(subject to clause (D) of the last sentence of the definition thereof), and (iv)
all Indebtedness of the type referred to in clause (i) above of any other entity
(including any partnership in which such person is a general partner) to the
extent any such person is liable therefor as a result of such person's ownership
interest in or other relationship with such entity, except (other than in the
case of general partner liability) to the extent that the terms of such
Indebtedness expressly provide that such person is not liable therefor.

          "CONSOLIDATED INTEREST COVERAGE RATIO" shall mean, for any Test
Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y)
Consolidated Interest Expense for such Test Period.

          "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the total
consolidated interest expense of Borrower and its Subsidiaries for such period
net of gross interest income of Borrower and its Subsidiaries, in each case
determined on a consolidated basis in accordance with GAAP plus, without
duplication (to the extent not already included in such total consolidated
interest expense):

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

          (b) commissions, discounts and other fees and charges owed by Borrower
     or any of its Subsidiaries with respect to letters of credit securing
     financial obligations, bankers' acceptance financing and receivables
     financings for such period;

          (c) amortization of debt issuance costs, debt discount or premium and
     other financing fees and expenses incurred by Borrower or any of its
     Subsidiaries for such period;

          (d) cash contributions to any employee stock ownership plan or similar
     trust made by Borrower or any of its Subsidiaries to the extent such
     contributions are used by such plan or trust to pay interest or fees to any
     person (other than Borrower or a Wholly Owned Subsidiary) in connection
     with Indebtedness incurred by such plan or trust for such period;

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

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

provided that (a) to the extent directly related to the Transactions, the
Amendment Transactions or any Permitted Acquisition, debt issuance costs, debt
discount or premium and other financing fees and expenses shall be excluded from
the calculation of Consolidated Interest Expense and (b) Consolidated Interest


                                      -10-
<PAGE>
Expense shall be calculated after giving effect to Hedging Agreements (including
associated costs), but excluding unrealized gains and losses with respect to
Hedging Agreements.

          Consolidated Interest Expense shall be calculated on a Pro Forma Basis
to give effect to any Indebtedness incurred, assumed or permanently repaid or
extinguished during the relevant Test Period in connection with the Acquisition,
the Amendment Transactions, any Permitted Acquisitions and Asset Sales as if
such incurrence, assumption, repayment or extinguishing had been effected on the
first day of such period. For the purposes of calculating Consolidated Interest
Expense for the Test Period ending December 31, 2004 such calculation shall
include the Waha and Regency Gas Treating business unit results from January 1,
2004 through March 31, 2004 as if Borrower had owned these businesses during
such period.

          Notwithstanding the foregoing, interest expense related to the
Additional Term Loans or Additional Revolving Loans shall not be included in
Consolidated Interest Expense for any Test Period ended prior to March 31, 2006.

          "CONSOLIDATED NET INCOME" shall mean, for any period, the consolidated
net income (or loss) of Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from such net income (to the extent otherwise included therein),
without duplication:

          (a) the net income (or loss) of any person (other than a Subsidiary of
     Borrower that is not a Joint Venture) in which any person other than
     Borrower and its Subsidiaries has an ownership interest, except to the
     extent that cash in an amount equal to any such income has actually been
     received by Borrower or (subject to clause (b) below) any of its
     Subsidiaries during such period;

          (b) the net income of any Subsidiary of Borrower during such period to
     the extent that the declaration or payment of dividends or similar
     distributions by such Subsidiary of that income is not permitted by
     operation of the terms of its Organizational Documents or any agreement,
     instrument or Requirement of Law applicable to that Subsidiary during such
     period, except that Borrower's equity in net loss of any such Subsidiary
     for such period shall be included in determining Consolidated Net Income;

          (c) any gain (or loss), together with any related provisions for taxes
     on any such gain (or the tax effect of any such loss), realized during such
     period by Borrower or any of its Subsidiaries upon any Asset Sale (other
     than any dispositions in the ordinary course of business) by Borrower or
     any of its Subsidiaries;

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

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

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


                                      -11-
<PAGE>
          (g) any extraordinary gain (or extraordinary loss), giving effect to
     any related provision for taxes on any such gain (or the tax effect of any
     such loss), recorded or recognized by Borrower or any of its Subsidiaries
     during such period.

          For purposes of this definition of "Consolidated Net Income,"
Consolidated Net Income shall be reduced (to the extent not already reduced
thereby) by the amount of any payments to or on behalf of Holdings made pursuant
to Sections 6.08(c) and (d).

          "CONSOLIDATED TAX EXPENSE" shall mean, for any period, the tax expense
of Borrower and its Subsidiaries, for such period, determined on a consolidated
basis in accordance with GAAP.

          "CONTESTED COLLATERAL LIEN CONDITIONS" shall mean, with respect to any
Permitted Lien of the type described in clauses (a), (b), (e) and (f) of Section
6.02, the following conditions:

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

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

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

          "CONTINGENT OBLIGATION" shall mean, as to any person, any obligation,
agreement or arrangement of such person guaranteeing or intended to guarantee
any Indebtedness, leases, dividends or other obligations ("PRIMARY OBLIGATIONS")
of any other person (the "PRIMARY OBLIGOR") in any manner, whether directly or
indirectly, including any obligation of such person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor; (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor; (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation; (d) with respect to bankers' acceptances, letters of
credit and similar credit arrangements, until a reimbursement obligation arises
(which reimbursement obligation shall constitute Indebtedness); or (e) otherwise
to assure or hold harmless the holder of such primary obligation against loss in
respect thereof; provided, however, that the term "Contingent Obligation" shall
not include endorsements of instruments for deposit or collection in the
ordinary course of business or any product warranties. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such person may be liable, whether singly or jointly,
pursuant to the terms of the instrument evidencing such Contingent Obligation)
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such person is required to perform thereunder) as
determined by such person in good faith.

          "CONTINUING DIRECTORS CONDITION" shall mean that, during any period of
two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of Holdings


                                      -12-
<PAGE>
(together with any new directors whose election to such Board of Directors or
whose nomination for election was approved by a vote of a majority of the
members of the Board of Directors of Holdings, which members comprising such
majority were either directors at the beginning of such period or were elected
or nominated by such directors) have not ceased for any reason to constitute a
majority of the Board of Directors of Holdings.

          "CONTROL" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "CONTROLLING" and "CONTROLLED" shall have meanings
correlative thereto.

          "CONTROL AGREEMENT" shall have the meaning assigned to such term in
the Security Agreement.

          "CONTROLLED INVESTMENT AFFILIATE" means, as to any person, any other
person which directly or indirectly is in Control of, is Controlled by, or is
under common Control with, such person and is organized by such person (or any
person Controlling such person) primarily for making, or otherwise having as its
primary activity holding or exercising control over, equity or debt investments
in Holdings or other portfolio companies.

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

          "CURE AMOUNT" shall have the meaning assigned to such term in Section
8.04.

          "CURE RIGHT" shall have the meaning assigned to such term in Section
8.04.

          "DEBT ISSUANCE" shall mean the incurrence by Holdings or any of its
Subsidiaries of any Indebtedness after the Closing Date (other than as permitted
by Section 6.01).

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

          "DEFAULT RATE" shall have the meaning assigned to such term in Section
2.06(c).

          "DISQUALIFIED CAPITAL STOCK" shall mean any Equity Interest which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, (a) matures
(excluding any maturity as the result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the first anniversary of the final maturity date of the
Second Lien Loans under the Second Lien Agreement, as in effect on the Amendment
Effectiveness Date, (b) is convertible into or exchangeable (unless at the sole
option of the issuer thereof) for (i) debt securities or (ii) any Equity
Interests referred to in (a) above, in each case at any time on or prior to the
first anniversary of the final maturity date of the Second Lien Loans under the
Second Lien Agreement, as in effect on the Amendment Effectiveness Date, or (c)
contains any repurchase obligation which may come into effect prior to payment
in full of all Obligations; provided, however, that any Equity Interests that
would not constitute Disqualified Capital Stock but for provisions thereof
giving holders thereof (or the holders of any security into or for which such
Equity Interests is convertible, exchangeable or exercisable) the right to
require the issuer thereof to redeem such Equity Interests upon the


                                      -13-
<PAGE>
occurrence of a change in control or an asset sale occurring prior to the first
anniversary of the final maturity date of the Second Lien Loans under the Second
Lien Agreement, as in effect on the Amendment Effectiveness Date shall not
constitute Disqualified Capital Stock if such Equity Interests provide that the
issuer thereof will not redeem any such Equity Interests pursuant to such
provisions prior to the repayment in full of the Obligations.

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

          "DOCUMENTATION AGENTS" shall have the meaning assigned to such term in
the preamble hereto.

          "DOLLARS" or "$" shall mean lawful money of the United States.

          "ELIGIBLE ASSIGNEE" shall mean (a) if the assignment does not include
assignment of a Revolving Commitment, (i) any Lender, (ii) an Affiliate of any
Lender, (iii) an Approved Fund and (iv) any other person approved by the
Administrative Agent and Borrower (each such approval not to be unreasonably
withheld or delayed) and (b) if the assignment includes assignment of a
Revolving Commitment, (i) any Revolving Lender, (ii) an Affiliate of any
Revolving Lender, (iii) an Approved Fund of a Revolving Lender and (iv) any
other person approved by the Administrative Agent, the Issuing Bank, the
Swingline Lender and Borrower (each such approval not to be unreasonably
withheld or delayed); provided that (x) no approval of Borrower shall be
required during the continuance of an Event of Default or during the primary
syndication of the Commitments and Loans by the Arranger until achievement of a
Successful Syndication and (y) "Eligible Assignee" shall not include Borrower or
any of its Affiliates or Subsidiaries or any natural person.

          "EMBARGOED PERSON" shall have the meaning assigned to such term in
Section 6.20.

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

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

          "ENVIRONMENTAL LAW" shall mean any and all applicable present and
future treaties, laws, statutes, ordinances, regulations, rules, decrees,
orders, judgments, consent orders, consent decrees,


                                      -14-
<PAGE>
code or other binding requirements, and the common law, relating to protection
of public health or the Environment, the Release or threatened Release of
Hazardous Material, natural resources or natural resource damages, or
occupational safety or health.

          "ENVIRONMENTAL PERMIT" shall mean any permit, license, approval,
consent or other authorization required by or from a Governmental Authority
under Environmental Law.

          "EQUIPMENT" shall have the meaning assigned to such term in the
Security Agreement.

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

          "EQUITY INVESTORS" shall mean (a) Sponsor, (b) its Controlled
Investment Affiliates and (c) one or more other investors reasonably
satisfactory to the Administrative Agent and the Arranger (such consent not to
be unreasonably withheld or delayed).

          "EQUITY ISSUANCE" shall mean, without duplication, any issuance or
sale by any Parent Company pursuant to, or after the date of, an IPO of any
Equity Interests (other than Preferred Stock) in such Parent Company (including
any Equity Interests (other than Preferred Stock) issued upon exercise of any
warrant or option) or any warrants or options to purchase Equity Interests
(other than Preferred Stock); provided, however, that an Equity Issuance shall
not include (w) any Preferred Stock Issuance or Debt Issuance, (x) any Excluded
Issuance, (y) any issuance of Permitted Cure Securities and (z) the Amendment
Equity Investment.

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

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

          "ERISA EVENT" shall mean (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan (other than an event for which the 30-day notice period is waived by
regulation); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the failure to make by its due date a
required installment under Section 412(m) of the Code with respect to any Plan
or the failure to make any required contribution to a Multiemployer Plan; (d)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (e) the incurrence by any Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(f) the receipt by any Company or any of its ERISA Affiliates from the PBGC or a
plan administrator of any notice relating to the intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan, or the occurrence of
any event or condition which could reasonably be expected to constitute grounds
under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan;


                                      -15-
<PAGE>
(g) the incurrence by any Company or any of its ERISA Affiliates of any
liability with respect to the withdrawal from any Plan or Multiemployer Plan;
(h) the receipt by any Company or its ERISA Affiliates of any notice, concerning
the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA; (i) the "substantial cessation of operations"
within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the
making of any amendment to any Plan which could result in the imposition of a
lien or the posting of a bond or other security; and (k) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Code
or Section 406 of ERISA) which could reasonably be expected to result in
liability to any Company.

          "ESCROW ACCOUNT" shall have the meaning assigned to such term in
Section 4.03(b).

          "ESCROW AGENT" shall have the meaning assigned to such term in Section
4.03(b).

          "ESCROW AGREEMENT" shall mean the escrow agreement, if any, executed
and delivered by Borrower and the Escrow Agent, substantially in the form of
Exhibit S hereto.

          "EURODOLLAR BORROWING" shall mean a Borrowing comprised of Eurodollar
Loans.

          "EURODOLLAR LOAN" shall mean any Eurodollar Revolving Loan or
Eurodollar Term Loan.

          "EURODOLLAR REVOLVING BORROWING" shall mean a Borrowing comprised of
Eurodollar Revolving Loans.

          "EURODOLLAR REVOLVING LOAN" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Adjusted LIBOR Rate in
accordance with the provisions of Article II.

          "EURODOLLAR TERM BORROWING" shall mean a Borrowing comprised of
Eurodollar Term Loans.

          "EURODOLLAR TERM LOAN" shall mean any Term Loan bearing interest at a
rate determined by reference to the Adjusted LIBOR Rate in accordance with the
provisions of Article II.

          "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Section 8.01.

          "EXCESS AMOUNT" shall have the meaning assigned to such term in
Section 2.10(h).

          "EXCESS CASH FLOW" shall mean, for any Excess Cash Flow Period,
Consolidated EBITDA for such Excess Cash Flow Period, minus, without
duplication:

          (a) for such Excess Cash Flow Period, scheduled principal amortization
     of all Indebtedness of Borrower and its Subsidiaries for such period plus
     Consolidated Interest Expense, less the sum of (i) interest on any debt
     paid by the increase in the principal amount of such debt including by
     issuance of additional debt of such kind, (ii) items described in clause
     (c) or, other than to the extent paid in cash, clause (b) and (f) of the
     definition of "Consolidated Interest Expense" and (iii) gross interest
     income of Borrower and its Subsidiaries for such period;

          (b) any mandatory prepayments of Indebtedness, any voluntary
     prepayments of Term Loans and any permanent voluntary reductions to the
     Revolving Commitments to the extent


                                      -16-
<PAGE>
     that an equal amount of the Revolving Loans simultaneously is repaid, in
     each case so long as such amounts are not already reflected in clause (a)
     above, during such Excess Cash Flow Period;

          (c) Capital Expenditures during such Excess Cash Flow Period
     (excluding Capital Expenditures made in such Excess Cash Flow Period where
     a certificate in the form contemplated by the following clause (d) was
     previously delivered) that are paid in cash;

          (d) Capital Expenditures that Borrower or any of its Subsidiaries
     shall, during such Excess Cash Flow Period, become obligated (including on
     a contingent basis) to make but that are not made during such Excess Cash
     Flow Period; provided that Borrower shall deliver a certificate to the
     Administrative Agent not later than 90 days after the end of such Excess
     Cash Flow Period, signed by a Responsible Officer of Borrower and
     certifying that such Capital Expenditures will be made in the following
     Excess Cash Flow Period;

          (e) the aggregate amount of investments made in cash during such
     period pursuant to Section 6.04 to the extent financed with internally
     generated funds;

          (f) taxes of Borrower and its Subsidiaries that were paid in cash
     during such Excess Cash Flow Period or will be paid within six months after
     the end of such Excess Cash Flow Period and for which reserves have been
     established;

          (g) Permitted Tax Distributions that are paid during the respective
     Excess Cash Flow Period or will be paid within six months after the close
     of such Excess Cash Flow Period;

          (h) if the amount of Net Working Capital at the end of the prior
     Excess Cash Flow Period (or December 31, 2004 in the case of the first
     Excess Cash Flow Period) is less than the amount of Net Working Capital at
     the end of such Excess Cash Flow Period, the absolute value of such
     difference;

          (i) if not deducted in determining Consolidated EBITDA, amounts paid
     during such Excess Cash Flow Period in compliance with Section 6.09(e);

          (j) losses excluded from the calculation of Consolidated Net Income by
     operation of clause (c) or (g) of the definition thereof that are paid in
     cash during such Excess Cash Flow Period;

          (k) to the extent added to determine Consolidated EBITDA, all items
     that did not result from a cash payment to Borrower or any of its
     Subsidiaries on a consolidated basis during such Excess Cash Flow Period;
     and

          (l) the total accrual of revenue or recording of receivables in the
     ordinary course of business without a corresponding cash receipt during
     such period;

provided that any amount deducted pursuant of any of the foregoing clauses that
will be paid after the close of such Excess Cash Flow Period shall not be
deducted again in a subsequent Excess Cash Flow Period; plus, without
duplication:

          (i) if the amount of Net Working Capital at the end of the prior
     Excess Cash Flow Period (or December 31, 2004 in the case of the first
     Excess Cash Flow Period) is greater than the


                                      -17-
<PAGE>
     amount of Net Working Capital at the end of such Excess Cash Flow Period,
     the difference between such amounts;

          (ii) all proceeds received during such Excess Cash Flow Period of any
     Indebtedness to the extent used to finance any Capital Expenditure (other
     than Indebtedness under this Agreement to the extent there is no
     corresponding deduction to Excess Cash Flow above in respect of the use of
     such borrowings);

          (iii) to the extent any permitted Capital Expenditures referred to in
     clause (d) above do not occur in the Excess Cash Flow Period specified in
     the certificate of Borrower provided pursuant to clause (d) above, such
     amounts of Capital Expenditures that were not so made in the Excess Cash
     Flow Period specified in such certificates;

          (iv) any return on or in respect of investments received in cash
     during such period, which investments were made pursuant to Section 6.04 to
     the extent financed with internally generated funds;

          (v) income or gain excluded from the calculation of Consolidated Net
     Income by operation of clause (c) or (g) of the definition thereof that is
     realized in cash during such Excess Cash Flow Period (except to the extent
     such gain is subject to Section 2.10(c), (d), (e) or (f));

          (vi) if deducted in the computation of Consolidated EBITDA, interest
     income; and

          (vii) to the extent subtracted in determining Consolidated EBITDA, all
     items that did not result from a cash payment by Borrower or any of its
     Subsidiaries on a consolidated basis during such Excess Cash Flow Period.

          "EXCESS CASH FLOW BASKET" shall mean, for any date, the cumulative
amount of Excess Cash Flow remaining from all prior Excess Cash Flow Periods for
which Excess Cash Flow has been applied as a mandatory prepayment of the Loans
pursuant to Section 2.10(g), but only to the extent such amount has not been
previously applied to (i) pay, in whole or in part, a Dividend in accordance
with Section 6.08(f), (ii) make, in whole or in part, a Capital Expenditure
pursuant to Section 6.10(c) or (iii) to pay, in whole or in part, Acquisition
Consideration pursuant to clause (ix) of the definition of "Permitted
Acquisition." It is understood and agreed that before any part of the Excess
Cash Flow Basket shall be deemed to have been used to effect any payment or
expenditure pursuant to clause (i), (ii) or (iii) above, the relevant baskets
(without giving effect to any Excess Cash Flow Basket) shall have been
exhausted.

          "EXCESS CASH FLOW PERIOD" shall mean each fiscal year of Borrower
commencing after December 31, 2004.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

          "EXCLUDED ISSUANCE" shall mean an issuance and sale of Qualified
Capital Stock of Holdings to the Equity Investors.

          "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), franchise taxes
imposed on it (in lieu of net income taxes) and branch profits taxes imposed on
it, by a jurisdiction (or any political subdivision thereof) as a result of the
recipient being organized or having its


                                      -18-
<PAGE>
principal office or, in the case of any Lender, having its applicable lending
office or doing or having done business (other than a business deemed to arise
by virtue of the transactions contemplated by this Agreement) in such
jurisdiction and (b) in the case of a Foreign Lender (other than an assignee
pursuant to a request by Borrower under Section 2.16), any U.S. federal
withholding tax that (i) is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party hereto (or designates a new lending
office), except to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from Borrower with respect to such
withholding tax pursuant to Section 2.15(a); provided that this subclause (b)(i)
shall not apply to any Tax imposed on a Lender in connection with an interest or
participation in any Loan or other obligation that such Lender was required to
acquire pursuant to Section 2.14(c), or (ii) is attributable to such Foreign
Lender's failure to comply with Section 2.15(e).

          "EXECUTIVE ORDER" shall have the meaning assigned to such term in
Section 3.22.

          "EXISTING LIEN" shall have the meaning assigned to such term in
Section 6.02(c).

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

          "FEES" shall mean the Commitment Fees, the Administrative Agent Fees,
the LC Participation Fees and the Fronting Fees.

          "FINAL MATURITY DATE" shall mean the latest of the Revolving Maturity
Date and the Term Loan Maturity Date.

          "FINANCIAL ADVISORY AGREEMENT" shall mean that certain Financial
Advisory Agreement, dated December 1, 2004, by and among Holdings, Borrower, the
Subsidiary Guarantors and Hicks, Muse & Co. Partners, L.P., a Texas limited
partnership.

          "FINANCIAL OFFICER" of any person shall mean the chief financial
officer, principal accounting officer, treasurer or controller of such person.

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

          "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Security Document, that such Lien is
the most senior Lien to which such Collateral is subject (subject to Permitted
Collateral Liens (other than as referenced in Section 6.02(l)(ii))).

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


                                      -19-
<PAGE>
          "FOREIGN SUBSIDIARY" shall mean a Subsidiary that is organized under
the laws of a jurisdiction other than the United States or any state thereof or
the District of Columbia.

          "FRONTING FEE" shall have the meaning assigned to such term in Section
2.05(c).

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

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

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

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

          "GUARANTEED OBLIGATIONS" shall have the meaning assigned to such term
in Section 7.01.

          "GUARANTEES" shall mean the guarantees issued pursuant to Article VII
by Holdings and the Subsidiary Guarantors.

          "GUARANTORS" shall mean Holdings and the Subsidiary Guarantors.

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

          "HEDGING AGREEMENT" shall mean any swap, cap, collar, forward purchase
or similar agreements or arrangements dealing with interest rates, currency
exchange rates or commodity prices, either generally or under specific
contingencies.

          "HEDGING OBLIGATIONS" shall mean obligations under or with respect to
Hedging Agreements.

          "HOLDINGS" shall have the meaning assigned to such term in the
preamble hereto.


                                      -20-
<PAGE>
          "INCREASE EFFECTIVE DATE" shall have the meaning assigned to such term
in Section 2.19(a).

          "INCREASE JOINDER" shall have the meaning assigned to such term in
Section 2.19(c).

          "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money; (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments; (c) all
obligations of such person under conditional sale or other title retention
agreements relating to property purchased by such person; (d) all obligations of
such person issued or assumed as the deferred purchase price of property or
services (excluding trade accounts payable and accrued obligations incurred in
the ordinary course of business and not overdue by more than 90 days); (e) all
Indebtedness of others secured by any Lien on property owned or acquired by such
person, whether or not the obligations secured thereby have been assumed, but
limited to the fair market value of such property; (f) all Capital Lease
Obligations, Purchase Money Obligations and synthetic lease obligations of such
person; (g) all Hedging Obligations to the extent required to be reflected on a
balance sheet of such person; (h) all Sale/Leaseback Attributable Indebtedness
of such person; (i) all obligations of such person for the reimbursement of any
obligor in respect of letters of credit, letters of guaranty, bankers'
acceptances and similar credit transactions; and (j) all Contingent Obligations
of such person in respect of Indebtedness referred to in clauses (a) through (i)
above. The Indebtedness of any person shall include the Indebtedness of any
other entity (including any partnership in which such person is a general
partner) to the extent such person is liable therefor as a result of such
person's ownership interest in or other relationship with such entity, except
(other than in the case of general partner liability) to the extent that terms
of such Indebtedness expressly provide that such person is not liable therefor.
Notwithstanding the foregoing, Indebtedness shall not include (A) deferred
compensation arrangements, (B) earn-out obligations or purchase price
adjustments until matured or earned, (C) non-compete or consulting obligations
incurred in connection with Permitted Acquisitions or (D) the Additional Term
Loans or Additional Revolving Loans prior to March 31, 2006 (other than for
purposes of (x) clause (ii) of the definition of Excess Cash Flow and (y) in the
case of the Additional Term Loans, Section 5.10).

          "INDEMNIFIED TAXES" shall mean all Taxes other than Excluded Taxes.

          "INDEMNITEE" shall have the meaning assigned to such term in Section
10.03(b).

          "INFORMATION" shall have the meaning assigned to such term in Section
10.12.

          "INSURANCE POLICIES" shall mean the insurance policies and coverages
required to be maintained by each Loan Party which is an owner of Mortgaged
Property with respect to the applicable Mortgaged Property pursuant to Section
5.04 and all renewals and extensions thereof.

          "INSURANCE REQUIREMENTS" shall mean, collectively, all provisions of
the Insurance Policies, all requirements of the issuer of any of the Insurance
Policies and all orders, rules, regulations and any other requirements of the
National Board of Fire Underwriters (or any other body exercising similar
functions) binding upon each Loan Party which is an owner of Mortgaged Property
and applicable to the Mortgaged Property or any use or condition thereof.

          "INTELLECTUAL PROPERTY" shall have the meaning assigned to such term
in Section 3.06(a).

          "INTERCOMPANY NOTE" shall mean a promissory note substantially in the
form of Exhibit P.


                                      -21-
<PAGE>
          "INTERCREDITOR AGREEMENT" shall mean an Intercreditor Agreement
substantially in the form of Exhibit R, as amended, restated, supplemented or
otherwise modified from time to time in accordance therewith.

          "INTEREST ELECTION REQUEST" shall mean a request by Borrower to
convert or continue a Revolving Borrowing or Term Borrowing in accordance with
Section 2.08(b), substantially in the form of Exhibit E.

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

          "INTEREST PERIOD" shall mean, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months (or, if each affected Lender so agrees, nine or twelve months)
thereafter, as Borrower may elect; provided that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

          "INVESTMENTS" shall have the meaning assigned to such term in Section
6.04.

          "IPO" shall mean the first underwritten public offering by any Parent
Company of its Equity Interests after the Amendment Effectiveness Date pursuant
to a registration statement filed with the Securities and Exchange Commission in
accordance with the Securities Act.

          "ISSUING BANK" shall mean, as the context may require, (a) UBS AG,
Stamford Branch, in its capacity as issuer of Letters of Credit issued by it;
(b) any other Lender that may become an Issuing Bank pursuant to Sections
2.18(j) and (k) in its capacity as issuer of Letters of Credit issued by such
Lender; or (c) collectively, all of the foregoing.

          "JOINDER AGREEMENT" shall mean a joinder agreement substantially in
the form of Exhibit F.

          "JOINT VENTURE" shall mean (i) a joint venture with a third party so
long as such entity would not constitute a Subsidiary or (ii) a Subsidiary
formed with the intention of establishing a joint venture; provided that if such
entity still constitutes a Subsidiary ninety days after formation it shall no
longer


                                      -22-
<PAGE>
constitute a Joint Venture, in which, in either case (i) or (ii), all
Investments by any Loan Party are made pursuant to and are permitted by Section
6.04(i).

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

          "LC COMMITMENT" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.18. The amount of the LC Commitment
shall initially be $20.0 million, but shall in no event exceed the Revolving
Commitment and when the conditions in Section 4.03(b) are satisfied, the LC
Commitment shall be $30.0 million.

          "LC DISBURSEMENT" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

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

          "LC PARTICIPATION FEE" shall have the meaning assigned to such term in
Section 2.05(c).

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

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

          "LENDER ADDENDUM" shall mean (x) with respect to any Original Lender
on the Closing Date, a lender addendum in the form of Exhibit I to the Original
Credit Agreement executed and delivered by such Original Lender on the Closing
Date as provided in Section 10.15 and (y) with respect to any Lender on the
Amendment Effectiveness Date, a lender addendum in the form of Exhibit I hereto,
to be executed and delivered by such Lender on the Amendment Effectiveness Date
as provided in Section 10.15.

          "LENDERS" shall mean (a) the financial institutions that have become a
party hereto pursuant to a Lender Addendum and (b) any financial institution
that has become a party hereto pursuant to an Assignment and Assumption, other
than, in each case, any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Assumption. Unless the context clearly
indicates otherwise, the term "Lenders" shall include the Swingline Lender.

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


                                      -23-
<PAGE>
          "LETTER OF CREDIT EXPIRATION DATE" shall mean the date which is five
days prior to the Revolving Maturity Date.

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

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

          "LOAN DOCUMENTS" shall mean this Agreement, the Amendment Agreement,
the Letters of Credit, the Notes (if any), the Security Documents and, solely
for purposes of paragraph (e) of Section 8.01, the Original Fee Letter and the
Amendment Fee Letter.

          "LOAN PARTIES" shall mean Holdings, Borrower and the Subsidiary
Guarantors.

          "LOANS" shall mean, as the context may require, a Revolving Loan, a
Term Loan or a Swingline Loan (and shall include any Loans contemplated by
Section 2.19 or 2.20).

          "MARGIN STOCK" shall have the meaning assigned to such term in
Regulation U.

          "MASTER LIMITED PARTNERSHIP" shall mean a publicly traded limited
partnership or limited liability company meeting the gross income requirements
of Section 7704(c)(2) of the Code.


                                      -24-
<PAGE>
          "MATERIAL ADVERSE EFFECT" shall mean (a) a material adverse effect on
the business, property, results of operations or condition, financial or
otherwise, of Borrower and its Subsidiaries, taken as a whole; (b) material
impairment of the ability of the Loan Parties to fully and timely perform any of
their material obligations under any Loan Document; (c) material impairment of
the rights of or benefits or remedies, taken as a whole, available to the
Lenders or the Collateral Agent under any Loan Document; or (d) a material
adverse effect on the Collateral, taken as a whole, or the Liens, taken as a
whole, in favor of the Collateral Agent (for its benefit and for the benefit of
the other Secured Parties) on the Collateral or the priority of such Liens,
taken as a whole.

          "MATERIAL INDEBTEDNESS" shall mean (a) the Second Lien Loans and (b)
any other Indebtedness described by clause (a) or (b) of the definition thereof
in an aggregate outstanding principal amount exceeding $500,000.

          "MAXIMUM RATE" shall have the meaning assigned to such term in Section
10.14.

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

          "MLP" shall mean the restructuring of all or a portion of any Parent
Company's operations into a Master Limited Partnership.

          "MONITORING AND OVERSIGHT AGREEMENT" shall mean that certain
Monitoring and Oversight Agreement, dated December 1, 2004, by and among
Holdings, Borrower, the Subsidiary Guarantors and Hicks, Muse & Co. Partners,
L.P., a Texas limited partnership.

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

          "MORTGAGE AMENDMENT" means amended mortgages or deeds of trust from
any Loan Party, as mortgagor, grantor, trustor or otherwise, to the Collateral
Agent as mortgagee, beneficiary or otherwise, in respect of each of the Original
Mortgages, in each case as amended in form and substance reasonably satisfactory
to the Collateral Agent and as the same may be further amended from time to
time.

          "MORTGAGED PROPERTY" shall mean (a) each Real Property or Pipeline
identified as a Mortgaged Property on Schedule 8(a) to the Perfection
Certificate dated the Amendment Effectiveness Date and (b) each Real Property or
Pipeline, if any, which shall be subject to a Mortgage delivered after the
Closing Date pursuant to Section 5.11(c) or (d).

          "MULTIEMPLOYER PLAN" shall mean a multiemployer plan within the
meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Company
or any ERISA Affiliate is then making or accruing an obligation to make
contributions; (b) to which any Company or any ERISA Affiliate


                                      -25-
<PAGE>
has within the preceding five plan years made contributions; or (c) with respect
to which any Company could incur liability.

          "NET CASH PROCEEDS" shall mean:

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

          (b) with respect to any Debt Issuance, any Equity Issuance or any
     other issuance or sale of Equity Interests by Holdings or any of its
     Subsidiaries, the cash proceeds thereof, net of customary fees,
     commissions, costs and other expenses incurred in connection therewith.

          "NET WORKING CAPITAL" shall mean, at any time, Consolidated Current
Assets at such time minus Consolidated Current Liabilities at such time.

          "NEW TRANSACTIONS" shall have the meaning assigned to such term in the
recitals hereto.

          "NORTH LOUISIANA ASSETS" shall mean (a) all Equity Interests issued,
and all assets owned, by (i) Gulf States Transmission Corporation, a Louisiana
corporation, (ii) Regency Gas Gathering and Processing LLC, a Delaware limited
liability company, (iii) Regency Liquids Pipeline LLC, a Delaware limited
liability company, and (iv) Regency Intrastate Gas LLC, a Delaware limited
liability company, in each case, for purposes of this clause (a), as of the
Closing Date, and (b) any other assets or Equity Interests reasonably related
thereto and owned by Borrower or its Subsidiaries on any applicable date;
provided that in each case, for purposes of this clause (b), such other assets
and Equity Interests shall exclude the Other Region Assets.

          "NOTES" shall mean any notes evidencing the Term Loans, Revolving
Loans or Swingline Loans issued pursuant to this Agreement, if any,
substantially in the form of Exhibit K-1, K-2 or K-3.


                                      -26-
<PAGE>
          "OBLIGATIONS" shall mean (a) obligations of Borrower and the other
Loan Parties from time to time arising under or in respect of the due and
punctual payment of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by Borrower and the other Loan
Parties under this Agreement in respect of any Letter of Credit, when and as
due, including payments in respect of Reimbursement Obligations, interest
thereon and obligations to provide cash collateral and (iii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of Borrower and the other Loan Parties under this
Agreement and the other Loan Documents and (b) the due and punctual performance
of all covenants, agreements, obligations and liabilities of Borrower and the
other Loan Parties under or pursuant to this Agreement and the other Loan
Documents.

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

          "OFFICERS' CERTIFICATE" shall mean a certificate executed by a
Responsible Officer in his or her official (and not individual) capacity.

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

          "ORIGINAL COLLATERAL" shall have the meaning assigned to such term in
the recitals hereto.

          "ORIGINAL CONFIDENTIAL INFORMATION MEMORANDUM" shall mean that certain
confidential information memorandum produced by the Arranger and its Affiliates
in connection with the Original Credit Agreement dated as of November, 2004.

          "ORIGINAL CREDIT AGREEMENT" shall have the meaning assigned to such
term in the recitals hereto.

          "ORIGINAL FEE LETTER" shall mean the confidential Fee Letter, dated
October 21, 2004, among Holdings, UBS Loan Finance LLC and UBS Securities LLC.

          "ORIGINAL LENDERS" shall have the meaning assigned to the term
"Lenders" in the Original Credit Agreement.

          "ORIGINAL LOAN DOCUMENTS" shall have the meaning assigned to the term
"Loan Documents" in the Original Credit Agreement.

          "ORIGINAL MORTGAGE" shall mean any Mortgage executed and delivered
pursuant to the Original Credit Agreement.


                                      -27-
<PAGE>
          "ORIGINAL OBLIGATIONS" shall have the meaning assigned to such term in
the recitals hereto.

          "ORIGINAL SECOND LIEN LOAN DOCUMENTS" shall have the meaning assigned
to the term "Second Lien Loan Documents" in the Original Credit Agreement as
such documents are in effect prior to the date hereof.

          "ORIGINAL SECURITY DOCUMENTS" shall have the meaning assigned to such
term in the recitals hereto.

          "OTHER REGION ASSETS" shall mean (i) with respect to the Midcon
Assets, the Equity Interests and assets described in clause (a) of the
definitions of each of "North Louisiana Assets" and "Waha Assets," (ii) with
respect to the North Louisiana Assets, the Equity Interests and assets described
in clause (a) of the definitions of each of "Midcon Assets" and "Waha Assets,"
and (iii) with respect to the Waha Assets, the Equity Interests and assets
described in clause (a) of the definitions of each of "Midcon Assets" and "North
Louisiana Assets."

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

          "PARENT COMPANY" shall mean any direct or indirect parent of Borrower
(including Holdings) that is a Subsidiary of Sponsor.

          "PARTICIPANT" shall have the meaning assigned to such term in Section
10.04(d).

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

          "PERFECTION CERTIFICATE" shall mean a certificate in the form of
Exhibit L-1 or any other form approved by the Collateral Agent, as the same
shall be supplemented from time to time by a Perfection Certificate Supplement
or otherwise.

          "PERFECTION CERTIFICATE SUPPLEMENT" shall mean a certificate
supplement in the form of Exhibit L-2 or any other form approved by the
Collateral Agent.

          "PERMITTED ACQUISITION" shall mean any transaction or series of
related transactions for the direct or indirect (a) acquisition of all or
substantially all of the property of any person, or of any business or division
or related assets of any person, or any assets or group of assets of any person
that are reasonably related to the business of Borrower and its Subsidiaries;
(b) acquisition of in excess of 50% of the Equity Interests of any person, and
otherwise causing such person to become a Subsidiary of such person; or (c)
merger or consolidation or any other combination with any person, in each case,
if each of the following conditions is met:

          (i) no Event of Default then exists or would result therefrom;

          (ii) after giving effect to such transaction on a Pro Forma Basis,
     Borrower shall be in compliance with all covenants set forth in Section
     6.10 as of the most recent Test Period (assuming, for purposes of Section
     6.10, that such transaction, and all other Permitted Acquisitions
     consummated


                                      -28-
<PAGE>
     since the first day of the relevant Test Period for each of the financial
     covenants set forth in Section 6.10 ending on or prior to the date of such
     transaction, had occurred on the first day of such relevant Test Period);

          (iii) no Company shall, in connection with any such transaction,
     assume or remain liable with respect to any Indebtedness of the related
     seller or the business, person or properties acquired, except (A) to the
     extent permitted under Section 6.01 and (B) obligations not constituting
     Indebtedness incurred in the ordinary course of business and necessary or
     desirable to the continued operation of the underlying properties, and any
     other such liabilities or obligations not permitted to be assumed or
     otherwise supported by any Company hereunder shall be paid in full or
     released as to the business, persons or properties being so acquired on or
     before the consummation of such acquisition;

          (iv) the person or business to be acquired shall be, or shall be
     engaged in, a business of the type that Borrower and the Subsidiaries are
     permitted to be engaged in under Section 6.15 and the applicable property
     acquired in connection with any such transaction shall be made subject to
     the Lien of the Security Documents and shall be free and clear of any
     Liens, other than Permitted Collateral Liens;

          (v) the Board of Directors of the person to be acquired shall not have
     indicated publicly its opposition to the consummation of such acquisition
     (which opposition has not been publicly withdrawn);

          (vi) all transactions in connection therewith shall be consummated in
     all material respects accordance with all applicable Requirements of Law;

          (vii) with respect to any transaction involving Acquisition
     Consideration of more than $10.0 million, unless the Administrative Agent
     shall otherwise agree, Borrower shall have provided the Administrative
     Agent and the Lenders with (A) historical financial statements for the last
     three fiscal years (or, if less, the number of years since formation) of
     the person or business to be acquired (audited if available without undue
     cost or delay) and unaudited financial statements thereof for the most
     recent interim period which are available, (B) reasonably detailed
     projections for the succeeding five years pertaining to the person or
     business to be acquired and updated projections for Borrower after giving
     effect to such transaction, (C) a reasonably detailed description of all
     material information relating thereto and copies of all material
     documentation pertaining to such transaction, and (D) all such other
     information and data relating to such transaction or the person or business
     to be acquired as may be reasonably requested by the Administrative Agent
     or the Required Lenders;

          (viii) at least 10 Business Days prior to the proposed date of
     consummation of the transaction, Borrower shall have delivered to the
     Agents and the Lenders an Officers' Certificate certifying that (A) such
     transaction complies with this definition (which shall have attached
     thereto reasonably detailed backup data and calculations showing such
     compliance), and (B) such transaction could not reasonably be expected to
     result in a Material Adverse Effect; and

          (ix) the aggregate amount of the Acquisition Consideration (exclusive
     of any amounts financed by Excluded Issuances) for all Permitted
     Acquisitions (including such transaction or transactions) since the Closing
     Date shall not exceed $100.0 million plus the Excess Cash Flow Basket
     available on the date of the consummation of such transaction or
     transactions; provided


                                      -29-
<PAGE>
     that if after giving effect to such transaction on a Pro Forma Basis the
     Total Leverage Ratio is less than 4.0:1.0 then such transaction shall be
     permitted if the aggregate amount of the Acquisition Consideration
     (exclusive of any amounts financed by Excluded Issuances) for all Permitted
     Acquisitions (including such transaction or transactions) since the Closing
     Date shall not exceed $150.0 million plus the Excess Cash Flow Basket
     available on the date of the consummation of such transaction or
     transactions and that if after giving effect to such transaction on a Pro
     Forma Basis the Total Leverage Ratio is less than 3.0:1.0 then such
     transaction shall be permitted if the aggregate amount of the Acquisition
     Consideration (exclusive of any amounts financed by Excluded Issuances) for
     all Permitted Acquisitions (including such transaction or transactions)
     since the Closing Date shall not exceed $200.0 million plus the Excess Cash
     Flow Basket available on the date of the consummation of such transaction
     or transactions; provided further that any Equity Interests constituting
     all or a portion of such Acquisition Consideration shall not have a cash
     dividend requirement on or prior to the Final Maturity Date.

          "PERMITTED COLLATERAL LIENS" means (i) Contested Liens (as defined in
the Security Agreement), (ii) the Liens described in clauses (a), (b), (c), (d),
(e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (p), (q), (r) and, after the
Closing Date, (s) of Section 6.02 and (iii) in the case of Mortgaged Property,
"Permitted Collateral Liens" shall mean "Permitted Liens."

          "PERMITTED CURE SECURITY" shall mean an Equity Interest of Holdings
constituting Qualified Capital Stock.

          "PERMITTED HOLDERS" shall mean (a) Sponsor and (b) its Controlled
Investment Affiliates.

          "PERMITTED LIENS" shall have the meaning assigned to such term in
Section 6.02.

          "PERMITTED TAX DISTRIBUTIONS" shall mean, with regard to any taxable
period for which Borrower is treated as a pass-through entity for federal, state
or local income tax purposes, payments, dividends or distributions by Borrower
to Holdings and, if necessary, on to any direct or indirect owner of Holdings in
order to pay federal, state or local taxes attributable to the income of
Borrower, to the extent such taxes are not payable directly by Borrower or any
of its Subsidiaries; provided that the amounts of such payments by Borrower
shall be assumed to equal but shall not exceed the tax liabilities that would
have been payable by Borrower had it been a taxable corporation instead of a
pass-through entity.

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

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

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

          "PREFERRED STOCK" shall mean, with respect to any person, any and all
Equity Interests (however designated) of such person whether now outstanding or
issued after the Amendment Effectiveness


                                      -30-
<PAGE>
Date with a preference over another class or series of Equity Interests of such
person with respect to the payment of dividends or upon liquidation.

          "PREFERRED STOCK ISSUANCE" shall mean the issuance or sale by any
Parent Company or any of its Subsidiaries of any Preferred Stock pursuant to, or
after the date of, its IPO (other than (x) as permitted by Section 6.01 or (y)
any Excluded Issuance).

          "PREMISES" shall have the meaning assigned thereto in the applicable
Mortgage.

          "PRO FORMA BASIS" shall mean on a basis in accordance with GAAP as
used in the preparation of the latest financial statements provided pursuant to
Section 5.01(a) or (b) and otherwise reasonably satisfactory to the
Administrative Agent.

          "PRO RATA PERCENTAGE" of any Revolving Lender at any time shall mean
the percentage of the total Revolving Commitments of all Revolving Lenders
represented by such Lender's Revolving Commitment.

          "PROJECTS" shall have the meaning assigned to such term in the
recitals hereto.

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

          "PURCHASE MONEY OBLIGATION" shall mean, for any person, the
obligations of such person in respect of Indebtedness (including Capital Lease
Obligations) incurred for the purpose of financing all or any part of the
purchase price of any property (including Equity Interests of any person) or the
cost of installation, construction or improvement of any property and any
refinancing thereof; provided, however, that (i) such Indebtedness is incurred
within one year after such acquisition of such property by such person and (ii)
the amount of such Indebtedness does not exceed 100% of the cost of such
acquisition, installation, construction or improvement, as the case may be.

          "QUALIFIED CAPITAL STOCK" of any person shall mean any Equity
Interests of such person that are not Disqualified Capital Stock.

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

          "REFINANCING" shall mean the repayment in full and the termination of
any commitment to make extensions of credit under all of the outstanding
indebtedness of Holdings or any of its Subsidiaries listed on Schedule 1.01(a).

          "REGENCY EQUITY FINANCING" shall mean the cash common or preferred
equity investments in Holdings by the Equity Investors on or prior to the
Closing Date, in an amount not less than $170.0 million.


                                      -31-
<PAGE>
          "REGISTER" shall have the meaning assigned to such term in Section
10.04(c).

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

          "REGULATION S-X" shall mean Regulation S-X promulgated under the
Securities Act.

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

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

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

          "REIMBURSEMENT OBLIGATIONS" shall mean Borrower's obligations under
Section 2.18(e) to reimburse LC Disbursements.

          "RELATED PARTIES" shall mean, with respect to any person, such
person's Affiliates and the partners, directors, officers, employees, agents and
advisors of such person and of such person's Affiliates.

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

          "REQUIRED CLASS LENDERS" shall mean (i) with respect to Term Loans,
Lenders having more than 50% of all Term Loans outstanding and (ii) with respect
to Revolving Loans, Required Revolving Lenders.

          "REQUIRED LENDERS" shall mean Lenders having more than 50% of the sum
of all Loans outstanding, LC Exposure and unused Revolving and Term Loan
Commitments.

          "REQUIRED REVOLVING LENDERS" shall mean Lenders having more than 50%
of all Revolving Commitments or, after the Revolving Commitments have
terminated, more than 50% of all Revolving Exposure.

          "REQUIRED SECOND LIEN LENDERS" shall mean, at any time, lenders under
the Second Lien Agreement having Second Lien Loans representing more than 50% of
the sum of all Second Lien Loans at such time.

          "REQUIRED TRANCHE B1 LENDERS" shall mean Lenders having more than 50%
of the sum of all Tranche B1 Term Loans outstanding and unused Additional Term
Loan Commitments.

          "REQUIREMENTS OF LAW" shall mean, collectively, any and all
requirements of any Governmental Authority including any and all laws,
judgments, orders, decrees, ordinances, rules, regulations, statutes or case
law.


                                      -32-
<PAGE>
          "RESPONSE" shall mean (a) "response" as such term is defined in
CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat,
abate or in any other way address any Hazardous Material in the environment;
(ii) prevent the Release or threat of Release, or minimize the further Release,
of any Hazardous Material; or (iii) perform studies and investigations in
connection with, or as a precondition to, clause (i) or (ii) above.

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

          "REVOLVING AVAILABILITY PERIOD" shall mean the period from and
including the Closing Date to but excluding the earlier of (i) the Business Day
preceding the Revolving Maturity Date and (ii) the date of termination of the
Revolving Commitments.

          "REVOLVING BORROWING" shall mean a Borrowing comprised of Revolving
Loans.

          "REVOLVING COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans hereunder up to the
amount set forth on Schedule I to the Lender Addendum executed and delivered by
such Lender or by a Revolving Loan Joinder, or in the Assignment and Assumption
pursuant to which such Lender assumed its Revolving Commitment, as applicable,
as the same may be (a) reduced from time to time pursuant to Section 2.07 and
(b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The aggregate amount of the Lenders' Revolving
Commitments on the Amendment Effectiveness Date is $150.0 million (including the
Additional Revolving Commitments).

          "REVOLVING EXPOSURE" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, plus the aggregate amount at such time of such Lender's LC
Exposure, plus the aggregate amount at such of such Lender's Swingline Exposure.

          "REVOLVING LENDER" shall mean a Lender with a Revolving Commitment.

          "REVOLVING LOAN" shall mean a Loan (including an Additional Revolving
Loan) made by the Lenders to Borrower pursuant to Section 2.01(b) or by a
Revolving Loan Joinder. Each Revolving Loan shall either be an ABR Revolving
Loan or a Eurodollar Revolving Loan.

          "REVOLVING LOAN JOINDER" shall have the meaning assigned to such term
in Section 2.20(c).

          "REVOLVING MATURITY DATE" shall mean the date which is five years
after the Closing Date or, if such date is not a Business Day, the first
Business Day thereafter, unless extended pursuant to Section 2.20 hereof.

          "SALE AND LEASEBACK TRANSACTION" has the meaning assigned to such term
in Section 6.03.

          "SALE/LEASEBACK ATTRIBUTABLE INDEBTEDNESS" shall mean, when used with
respect to any Sale and Leaseback Transaction, as at the time of determination,
the present value (discounted at a rate equivalent to Borrower's then-current
weighted average cost of funds for borrowed money as at the


                                      -33-
<PAGE>
time of determination, compounded on a semi-annual basis) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in any such Sale and Leaseback Transaction.

          "SECOND LIEN AGREEMENT" shall mean that certain credit agreement dated
as of December 1, 2004, as amended and restated on the date hereof, among
Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto,
UBS Securities LLC, as Arranger, Bookrunner and Syndication Agent, and UBS AG,
Stamford Branch, as Administrative Agent, Syndication Agent and Collateral
Agent, as amended or modified only to the extent permitted by Section 6.11 and
the Intercreditor Agreement.

          "SECOND LIEN COLLATERAL AGENT" shall mean UBS AG, Stamford Branch, in
its capacity as Collateral Agent under the Second Lien Agreement, and its
successors and assigns.

          "SECOND LIEN LOAN DOCUMENTS" shall mean the Second Lien Agreement,
each mortgage and other security documents thereunder and the notes issued
thereunder.

          "SECOND LIEN LOANS" shall mean the senior secured second lien term
loan facility under the Second Lien Agreement.

          "SECOND LIEN OBLIGATIONS" shall mean (a) obligations of Borrower and
the other Loan Parties from time to time arising under or in respect of the due
and punctual payment of (i) the principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Second Lien Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of Borrower and the other Loan
Parties under the Second Lien Agreement and the other Second Lien Loan Documents
owing to the Second Lien Secured Parties (in their capacity as such) and (b) the
due and punctual performance of all covenants, agreements, obligations and
liabilities of Borrower and the other Loan Parties under or pursuant to the
Second Lien Agreement and the other Second Lien Loan Documents owing to the
Second Lien Secured Parties (in their capacity as such).

          "SECOND LIEN SECURED PARTIES" shall mean the Second Lien Collateral
Agent and each person that is a lender under the Second Lien Agreement.

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

          "SECURED OBLIGATIONS" shall mean (a) the Obligations, (b) the due and
punctual payment and performance of all obligations of Borrower and the other
Loan Parties under each Secured Hedging


                                      -34-
<PAGE>
Agreement and (c) the due and punctual payment and performance of all
obligations in respect of overdrafts and related liabilities owed to any Lender,
any Affiliate of a Lender, the Administrative Agent or the Collateral Agent
arising from treasury, depositary and cash management services or in connection
with any automated clearinghouse transfer of funds in connection with the Loan
Documents.

          "SECURED PARTIES" shall mean, collectively, the Administrative Agent,
the Collateral Agent, each other Agent, the Lenders and each party (other than
any Loan Party or Affiliate thereof) to a Secured Hedging Agreement.

          "SECURITIES ACT" shall mean the Securities Act of 1933.

          "SECURITIES COLLATERAL" shall have the meaning assigned to such term
in the Security Agreement.

          "SECURITY AGREEMENT" shall mean the Security Agreement dated as of
December 1, 2004 among the Loan Parties and Collateral Agent for the benefit of
the Secured Parties.

          "SECURITY AGREEMENT COLLATERAL" shall mean all property pledged or
granted as collateral pursuant to the Security Agreement delivered (a) on the
Closing Date or (b) thereafter pursuant to Section 5.11.

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

          "SELLER" shall mean Regency Services, LLC, a Delaware limited
liability company.

          "SPONSOR" shall mean Hicks, Muse, Tate & Furst Equity Fund V, LP.

          "STANDBY LETTER OF CREDIT" shall mean any standby letter of credit or
similar instrument issued for the purpose of supporting (a) workers'
compensation liabilities of Borrower or any of its Subsidiaries, (b) the
obligations of third-party insurers of Borrower or any of its Subsidiaries
arising by virtue of the laws of any jurisdiction requiring third-party insurers
to obtain such letters of credit or (c) performance, payment, deposit or surety
obligations of Borrower or any of its Subsidiaries if required by a Requirement
of Law or in accordance with custom and practice in the industry.

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


                                      -35-
<PAGE>
          "SUBORDINATED INDEBTEDNESS" shall mean Indebtedness of Borrower or any
Guarantor that is by its terms subordinated in right of payment to the
Obligations and the Second Lien Obligations of Borrower and such Guarantor, as
applicable.

          "SUBSIDIARY" shall mean, with respect to any person (the "PARENT") at
any date, (i) any person the accounts of which would be consolidated with those
of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, (ii)
any other corporation, limited liability company, association or other business
entity of which securities or other ownership interests representing more than
50% of the voting power of all Equity Interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Board of Directors
thereof are, as of such date, owned, controlled or held by the parent and/or one
or more subsidiaries of the parent, (iii) any partnership (a) the sole general
partner or the managing general partner of which is the parent and/or one or
more subsidiaries of the parent or (b) the only general partners of which are
the parent and/or one or more subsidiaries of the parent and (iv) any other
person that is otherwise Controlled by the parent and/or one or more
subsidiaries of the parent. Unless the context requires otherwise, "Subsidiary"
refers to a Subsidiary of Borrower.

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

          "SUCCESSFUL SYNDICATION" shall have the meaning given to such term in
the Amendment Fee Letter.

          "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.17, as the same may be reduced from
time to time pursuant to Section 2.07 or Section 2.17. The amount of the
Swingline Commitment shall initially be $10.0 million, but in no event exceed
the Revolving Commitment.

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

          "SWINGLINE LENDER" shall have the meaning assigned to such term in the
preamble hereto.

          "SWINGLINE LOAN" shall mean any loan made by the Swingline Lender
pursuant to Section 2.17.

          "SYNDICATION AGENT" shall have the meaning assigned to such term in
the preamble hereto.

          "TAX RETURN" shall mean all returns, statements, filings, attachments
and other documents or certifications required to be filed in respect of Taxes.

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

          "TERM BORROWING" shall mean a Borrowing comprised of Term Loans.


                                      -36-
<PAGE>
          "TERM LOAN" shall mean the term loans made by the Lenders to Borrower
pursuant to Section 2.01(a) or 2.01(c) or by an Increase Joinder. Each Term Loan
shall be either an ABR Term Loan or a Eurodollar Term Loan.

          "TERM LOAN COMMITMENT" shall mean, with respect to each Lender, the
commitment, if any, of such Lender to make a Term Loan hereunder on the Closing
Date or to make an Additional Term Loan in the amount set forth on Schedule I to
the Lender Addendum executed and delivered by such Lender or to make a Term Loan
on a later date pursuant to Section 2.19. The aggregate amount of the Lenders'
Term Loan Commitments on the Amendment Effectiveness Date is $60.0 million;
$200.0 million of Term Loans were made on the Closing Date.

          "TERM LOAN LENDER" shall mean a Lender with a Term Loan Commitment or
an outstanding Term Loan.

          "TERM LOAN MATURITY DATE" shall mean the date which is five years and
six months after the Closing Date or, if such date is not a Business Day, the
first Business Day thereafter.

          "TERM LOAN REPAYMENT DATE" shall have the meaning assigned to such
term in Section 2.09.

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

          "TOTAL LEVERAGE RATIO" shall mean, at any date of determination, the
ratio of Consolidated Funded Indebtedness on such date to Consolidated EBITDA
for the Test Period then most recently ended.

          "TRANCHE B TERM LOANS" shall have the meaning assigned to such term in
Section 2.01.

          "TRANCHE B1 TERM LOANS" shall have the meaning assigned to such term
in Section 2.01.

          "TRANSACTION DOCUMENTS" shall mean the Acquisition Documents, the
Original Second Lien Loan Documents and the Original Loan Documents.

          "TRANSACTIONS" shall mean, collectively, the transactions to occur on
or prior to the Closing Date pursuant to the Transaction Documents, including
(a) the consummation of the Acquisition; (b) the execution, delivery and
performance of the Original Loan Documents and the Original Second Lien Loan
Documents and the initial borrowings hereunder and thereunder; (c) the
Refinancing; (d) the Regency Equity Financing; and (e) the payment of all fees
and expenses to be paid on or prior to the Closing Date and owing in connection
with the foregoing.

          "TRANSFERRED GUARANTOR" shall have the meaning assigned to such term
in Section 7.09.

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


                                      -37-
<PAGE>
          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time (except as otherwise specified) in any applicable state or jurisdiction.

          "UNITED STATES" shall mean the United States of America.

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

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

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

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

          SECTION 1.02 CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing," "Borrowing of Term Loans")
or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a
"Eurodollar Revolving Borrowing").

          SECTION 1.03 TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." The word "will"
shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise (a) any definition of or reference to any
Loan Document, agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein), (b) any
reference herein to any person shall be construed to include such person's
successors and assigns, (c) the words "herein," "hereof" and "hereunder," and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any
reference to any law or regulation herein shall refer to such law or regulation
as amended, modified or supplemented from time to time, (f) the words "asset"
and "property" shall be construed to have


                                      -38-
<PAGE>
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights
and (g) "on," when used with respect to the Mortgaged Property or any property
adjacent to the Mortgaged Property, means "on, in, under, above or about."

          SECTION 1.04 ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all financial statements to be delivered pursuant to this
Agreement shall be prepared in accordance with GAAP as in effect from time to
time and all terms of an accounting or financial nature shall be construed and
interpreted in accordance with GAAP, as in effect on the Amendment Effectiveness
Date unless otherwise agreed to by Borrower and the Required Lenders.

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

                                   ARTICLE II

                                   THE CREDITS

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

          (a) to make a Term Loan (other than Additional Term Loans) to Borrower
     on the Closing Date in the principal amount not to exceed its Term Loan
     Commitment on such date;

          (b) to make Revolving Loans to Borrower, at any time and from time to
     time on or after the Closing Date until the earlier of the Revolving
     Maturity Date and the termination of the Revolving Commitment of such
     Lender in accordance with the terms hereof, in an aggregate principal
     amount at any time outstanding that will not result in such Lender's
     Revolving Exposure exceeding such Lender's Revolving Commitment; provided
     that no more than $1,500,000 of Revolving Loans may be borrowed on the
     Closing Date and that no more than $40,000,000 of Revolving Exposure may be
     outstanding prior to the date on which the conditions set forth in Section
     4.03(b) are satisfied (which may be at any time prior to the Revolving
     Maturity Date) unless (and only to the extent) Borrower elects to fund the
     proceeds of Revolving Loans into the Escrow Account on September 30, 2005
     in accordance with Section 4.03(b); and

          (c) to make an Additional Term Loan to Borrower on the Amendment
     Effectiveness Date in the principal amount not to exceed its Additional
     Term Loan Commitment; provided that to the extent the provisions of Section
     4.03(b) prohibit the Lenders from making Additional Term Loans to Borrower
     in an amount equal to the aggregate Additional Term Loan Commitments, such
     Lender shall make an Additional Term Loan to Borrower up to the amount of
     any remaining Additional Term Loan Commitments (to be held in the Escrow
     Account if required by Section 4.03(b)) on the date upon which the
     conditions in Section 4.03(b) have been satisfied or on September 30, 2005
     (as permitted by Section 4.03(b)).

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


                                      -39-
<PAGE>
Borrower may borrow, pay or prepay and reborrow Revolving Loans. Until the later
of the satisfaction of the conditions set forth in Section 4.03(b) and, if such
conditions are not satisfied prior to September 30, 2005 and any Additional Term
Loans are made on September 30, 2005, the day after the release of any funds
deposited into the Escrow Account, Term Loans made after the Amendment
Effectiveness Date shall be referred to as "TRANCHE B1 TERM LOANS" and Term
Loans made on or prior to the Amendment Effectiveness Date shall be referred to
as "TRANCHE B TERM Loans." Except as explicitly set forth in the Loan Documents,
Tranche B Term Loans and Tranche B1 Term Loans shall be treated identically.

          SECTION 2.02 LOANS.

          (a) Each Loan (other than Swingline Loans) shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with
their applicable Commitments; provided that the failure of any Lender to make
its Loan shall not in itself relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be responsible for
the failure of any other Lender to make any Loan required to be made by such
other Lender). Except for Loans deemed made pursuant to Section 2.18(e)(ii), (x)
ABR Loans comprising any Borrowing shall be in an aggregate principal amount
that is (i) an integral multiple of $500,000 and not less than $1.0 million or
(ii) equal to the remaining available balance of the applicable Commitments and
(y) the Eurodollar Loans comprising any Borrowing shall be in an aggregate
principal amount that is (i) an integral multiple of $1.0 million and not less
than $5.0 million or (ii) equal to the remaining available balance of the
applicable Commitments.

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

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

          (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above, and the Administrative Agent may, in
reliance upon such assumption, make available to Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available, then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, each of such Lender and Borrower
severally agrees to repay to the Administrative


                                      -40-
<PAGE>
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to Borrower
until the date such amount is repaid to the Administrative Agent at (i) in the
case of Borrower, the interest rate applicable at the time to the Loans
comprising such Borrowing and (ii) in the case of such Lender, the greater of
the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation. If
such Lender shall repay to the Administrative Agent such corresponding amount,
such amount shall constitute such Lender's Loan as part of such Borrowing for
purposes of this Agreement, and Borrower's obligation to repay the
Administrative Agent such corresponding amount pursuant to this Section 2.02(d)
shall cease.

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

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

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

          (b) the aggregate amount of such Borrowing;

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

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

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

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

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

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


                                      -41-
<PAGE>
          SECTION 2.04 EVIDENCE OF DEBT; REPAYMENT OF LOANS.

          (a) Promise to Repay. Borrower hereby unconditionally promises to pay
(i) to the Administrative Agent for the account of each Term Loan Lender, the
principal amount of each Term Loan of such Term Loan Lender as provided in
Section 2.09, (ii) to the Administrative Agent for the account of each Revolving
Lender, the then unpaid principal amount of each Revolving Loan of such
Revolving Lender on the Revolving Maturity Date and (iii) to the Swingline
Lender, the then unpaid principal amount of each Swingline Loan on the earlier
of the Revolving Maturity Date and the first date after such Swingline Loan is
made that is the 15th or last day of a calendar month and is at least two
Business Days after such Swingline Loan is made; provided that on each date that
a Revolving Borrowing is made, Borrower shall repay all Swingline Loans that
were outstanding on the date such Borrowing is made.

          (b) Lender and Administrative Agent Records. Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement. The
Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Loan made hereunder, the Type and Class thereof and the Interest
Period applicable thereto and, for so long as a distinction shall exist, whether
a Term Loan is a Tranche B Term Loan or a Tranche B1 Term Loan; (ii) the amount
of any principal or interest due and payable or to become due and payable from
Borrower to each Lender hereunder; and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof. The entries made in the accounts maintained pursuant to
this paragraph shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligations of Borrower to repay the Loans in accordance
with their terms.

          (c) Promissory Notes. Any Lender by written notice to Borrower (with a
copy to the Administrative Agent) may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in the form of Exhibit K-1, K-2 or K-3, as the case may be, it being
understood that any promissory note relating to a Tranche B1 Term Loan will be
clearly evidenced as such. Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 10.04) be represented by one or more promissory notes in
such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.05 FEES.

          (a) Commitment Fee. Borrower agrees to pay to the Administrative Agent
for the account of each Lender a commitment fee (a "COMMITMENT FEE") equal to
the Applicable Fee per annum on the average daily unused amount of (i) the
Revolving Commitment of such Lender during the period from and including the
Closing Date and (ii) the Additional Term Loan Commitment of such Lender during
the period from and including the Amendment Effectiveness Date, in each case, to
but excluding the date on which such Commitment terminates. Accrued Commitment
Fees shall be payable in arrears (A) on the last Business Day of March, June,
September and December of each year, commencing on the first such date to occur
after the Closing Date, and (B) on the date on which such Commitment terminates.
Commitment Fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual


                                      -42-
<PAGE>
number of days elapsed (including the first day but excluding the last day). For
purposes of computing Commitment Fees with respect to Revolving Commitments, a
Revolving Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

          (b) Administrative Agent Fees. Borrower agrees to pay to the
Administrative Agent, for its own account, the administrative fees set forth in
the Original Fee Letter and the Amendment Fee Letter and/or such other fees
payable in the amounts and at the times separately agreed upon between Borrower
and the Administrative Agent (the "ADMINISTRATIVE AGENT FEES").

          (c) LC and Fronting Fees. Borrower agrees to pay (i) to the
Administrative Agent for the account of each Revolving Lender a participation
fee ("LC PARTICIPATION FEE") with respect to its participations in Letters of
Credit, which shall accrue at a rate equal to the Applicable Margin from time to
time used to determine the interest rate on Eurodollar Revolving Loans pursuant
to Section 2.06 on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to Reimbursement Obligations) during
the period from and including the Closing Date to but excluding the later of the
date on which such Lender's Revolving Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee ("FRONTING FEE"), which shall accrue at the rate of 0.125% per
annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to Reimbursement Obligations) during the period from and
including the Closing Date to but excluding the later of the date of termination
of the Revolving Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank's customary fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be
payable in arrears (i) on the last Business Day of March, June, September and
December of each year, commencing on the first such date to occur after the
Closing Date, and (ii) on the date on which the Revolving Commitments terminate.
Any such fees accruing after the date on which the Revolving Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand
therefor. All LC Participation Fees and Fronting Fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

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

          SECTION 2.06 INTEREST ON LOANS.

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

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


                                      -43-
<PAGE>
          (c) Default Rate. Notwithstanding the foregoing, during the
continuance of an Event of Default, all Obligations shall, to the extent
permitted by applicable law, bear interest, after as well as before judgment, at
a per annum rate equal to (i) in the case of principal of or interest on any
Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section 2.06 or (ii) in the case of any other
amount, 2% plus the rate otherwise applicable to such amount (in either case,
the "DEFAULT RATE").

          (d) Interest Payment Dates. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan; provided that
(i) interest accrued pursuant to Section 2.06(c) shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan or a Swingline Loan), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

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

          SECTION 2.07 TERMINATION AND REDUCTION OF COMMITMENTS.

          (a) Termination of Commitments. The Additional Term Loan Commitments
existing on the Amendment Effectiveness Date shall automatically terminate at
5:00 p.m., New York City time, on the Amendment Effectiveness Date; provided
that if $25.0 million of Additional Term Loans are made on the Amendment
Effectiveness Date, the remaining Additional Term Loan Commitment shall be
extended and shall automatically terminate at 5:00 p.m., New York City time on
September 30, 2005 (or, if Additional Term Loans in respect of such Commitments
are made prior to September 30, 2005, such Commitments shall expire at the time
such Loans are made). The Revolving Commitments, the Swingline Commitment and
the LC Commitment shall automatically terminate on the Revolving Maturity Date.

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

          (c) Borrower Notice. Borrower shall notify the Administrative Agent in
writing of any election to terminate or reduce the Commitments under Section
2.07(b) at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked


                                      -44-
<PAGE>
by Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments of any Class shall be permanent. Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

          SECTION 2.08 INTEREST ELECTIONS.

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

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

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

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

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

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

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

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


                                      -45-
<PAGE>
          (c) Automatic Conversion to ABR Borrowing. If an Interest Election
Request with respect to a Eurodollar Borrowing is not timely delivered prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing
is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing, the
Administrative Agent or the Required Lenders may require, by notice to Borrower,
that (i) no outstanding Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

          SECTION 2.09 AMORTIZATION OF TERM BORROWINGS. Borrower shall pay to
the Administrative Agent, for the account of the Term Loan Lenders, on the dates
set forth on Annex II, or if any such date is not a Business Day, on the
immediately preceding Business Day (each such date, a "TERM LOAN REPAYMENT
DATE"), a principal amount of the Term Loans equal to the amount set forth on
Annex II for such date (as adjusted from time to time pursuant to Section
2.10(h)), together in each case with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of such payment. To the
extent not previously paid, all Term Loans shall be due and payable on the Term
Loan Maturity Date.

          SECTION 2.10 OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS.

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

          (b) Revolving Loan Prepayments.

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

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

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

          (iv) In the event that the aggregate LC Exposure exceeds the LC
Commitment then in effect, Borrower shall, without notice or demand, immediately
replace outstanding Letters of Credit or


                                      -46-
<PAGE>
cash collateralize outstanding Letters of Credit in accordance with the
procedures set forth in Section 2.18(i), in an aggregate amount sufficient to
eliminate such excess.

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

          (i) no such prepayment shall be required under this Section 2.10(c)
     with respect to (A) any Asset Sale permitted by Sections 6.06(a), (c)-(h),
     (j) and (k), (B) the disposition of property which constitutes a Casualty
     Event, or (C) Asset Sales for fair market value resulting in no more than
     $1.0 million in Net Cash Proceeds per Asset Sale (or series of related
     Asset Sales) and less than $2.0 million in Net Cash Proceeds in any fiscal
     year; and

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

          (d) Debt Issuance or Preferred Stock Issuance. Not later than five
Business Days following the receipt of any Net Cash Proceeds of any Debt
Issuance or Preferred Stock Issuance by Holdings or any of its Subsidiaries,
Borrower shall make prepayments in accordance with Sections 2.10(h) and (i) in
an aggregate amount equal to 100% of such Net Cash Proceeds.

          (e) Equity Issuance. Not later than five Business Days following the
receipt by any Parent Company or its Subsidiaries of any Net Cash Proceeds of
any Equity Issuance, Borrower shall make prepayments in accordance with Sections
2.10(h) and (i) in an aggregate amount equal to 50% of such Net Cash Proceeds.

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

          (i) so long as no Default shall then exist or arise therefrom, such
     proceeds shall not be required to be so applied on such date to the extent
     that Borrower shall have delivered an Officers' Certificate to the
     Administrative Agent on or prior to such date stating that such proceeds
     are expected to be used to repair, replace or restore any property in
     respect of which such Net Cash Proceeds were paid or to reinvest in other
     fixed or capital assets, no later than 360 days following the date of
     receipt of such proceeds; provided that so long as construction or other
     work to so replace, repair or restore has commenced within such 360-day
     period but has not been completed


                                      -47-
<PAGE>
     (and can reasonably be expected to be completed pursuant to a written
     contract to be completed within 540 days of receipt), any such remaining
     proceeds shall continue to not be required to be so applied so long as they
     are used to repay any outstanding Revolving Loans; provided further that if
     the property subject to such Casualty Event constituted Collateral under
     the Security Documents, then all property purchased with the Net Cash
     Proceeds thereof pursuant to this subsection shall be made subject to the
     Lien of the applicable Security Documents in favor of the Collateral Agent,
     for its benefit and for the benefit of the other Secured Parties in
     accordance with Sections 5.11 and 5.12; and

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

          (g) Excess Cash Flow. No later than the earlier of (i) 90 days after
the end of each Excess Cash Flow Period and (ii) the date on which the financial
statements with respect to such fiscal year in which such Excess Cash Flow
Period occurs are delivered pursuant to Section 5.01(a), Borrower shall make
prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount
equal to 75% of Excess Cash Flow for the Excess Cash Flow Period then ended;
provided that if the Total Leverage Ratio as of the end of any Excess Cash Flow
Period is less than 4.0:1.0, then only 50% of Excess Cash Flow for such Excess
Cash Flow Period shall be required to be applied toward such prepayments.

          (h) Application of Prepayments. Prior to any optional or mandatory
prepayment hereunder, Borrower shall select the Borrowing or Borrowings to be
prepaid and shall specify such selection in the notice of such prepayment
pursuant to Section 2.10(i), subject to the provisions of this Section 2.10(h).
Any prepayments of Term Loans pursuant to Section 2.10(c), (d), (e), (f) or (g)
shall be applied to reduce scheduled prepayments required under Section 2.09 on
a pro rata basis among the prepayments remaining to be made on each Term Loan
Repayment Date. After application of mandatory prepayments of Term Loans
described above in this Section 2.10(h) and to the extent there are mandatory
prepayment amounts remaining after such application, the Revolving Commitments
shall be permanently reduced ratably among the Revolving Lenders in accordance
with their applicable Revolving Commitments in an aggregate amount equal to such
excess, and Borrower shall comply with Section 2.10(b). Prepayments of Term
Loans pursuant to Section 2.10(a) shall be applied to reduce scheduled payments
required under Section 2.09 in the manner directed by Borrower.

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


                                      -48-
<PAGE>
apply any or all proceeds then on deposit to the payment of such Loans in an
amount equal to such Excess Amount or (B) prepaid immediately, together with any
amounts owing to the Lenders under Section 2.13.

          (i) Notice of Prepayment. Borrower shall notify the Administrative
Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender)
by written notice of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment, (ii) in the case of prepayment of
an ABR Borrowing, not later than four hours (during the normal Business Day)
prior to such prepayment and (iii) in the case of prepayment of a Swingline
Loan, not later than 11:00 a.m., New York City time, on the date of prepayment.
Each such notice shall be irrevocable; provided that, if a notice of prepayment
is given in connection with a conditional notice of termination of the
Commitments as contemplated by Section 2.07, then such notice of prepayment may
be revoked if such termination is revoked in accordance with Section 2.07. Each
such notice shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment.
Promptly following receipt of any such notice (other than a notice relating
solely to Swingline Loans), the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of a Credit Extension of the same
Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing and otherwise
in accordance with this Section 2.10. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.06.

          SECTION 2.11 ALTERNATE RATE OF INTEREST. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

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

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

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

          SECTION 2.12 YIELD PROTECTION.

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

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


                                      -49-
<PAGE>
          (ii) subject any Lender or the Issuing Bank to any tax of any kind
     whatsoever with respect to this Agreement, any Letter of Credit, any
     participation in a Letter of Credit or any Eurodollar Loan made by it, or
     change the basis of taxation of payments to such Lender or the Issuing Bank
     in respect thereof (except for Indemnified Taxes or Other Taxes covered by
     Section 2.15 and the imposition of, or any change in the rate of, any
     Excluded Tax payable by such Lender or the Issuing Bank); or

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

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

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

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

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


                                      -50-
<PAGE>
such Lender's or the Issuing Bank's intention to claim compensation therefor
(except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be
extended to include the period of retroactive effect thereof).

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

          SECTION 2.14 PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SETOFFS.

          (a) Payments Generally. Borrower shall make each payment required to
be made by it hereunder or under any other Loan Document (whether of principal,
interest, fees or Reimbursement Obligations, or of amounts payable under Section
2.12, 2.13, 2.15 or 10.03, or otherwise) on or before the time expressly
required hereunder or under such other Loan Document for such payment (or, if no
such time is expressly required, prior to 2:00 p.m., New York City time), on the
date when due, in immediately available funds, without setoff, deduction or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 677
Washington Boulevard, Stamford, Connecticut, except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be made
directly to the persons entitled thereto and payments pursuant to other Loan
Documents shall be made to the persons specified therein. The Administrative
Agent shall distribute any such payments received by it for the account of any
other person to the appropriate recipient promptly following receipt thereof. If
any payment under any Loan Document shall be due on a day that is not a Business
Day, unless specified otherwise, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars, except as expressly specified
otherwise.

          (b) Insufficient Funds. If at any time insufficient funds are received
by and available to the Administrative Agent to pay fully all amounts of
principal, Reimbursement Obligations, interest


                                      -51-
<PAGE>
and fees then due hereunder, such funds shall be applied (i) first, toward
payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (ii) second, toward payment of principal and Reimbursement
Obligations then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and Reimbursement Obligations then due
to such parties.

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

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

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

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

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


                                      -52-
<PAGE>
          (e) Lender Default. If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.02(c), 2.14(d), 2.17(d),
2.18(d), 2.18(e) or 10.03(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

          SECTION 2.15 TAXES.

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

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

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

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

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


                                      -53-
<PAGE>
          (i) duly completed copies of Internal Revenue Service Form W-8BEN
     claiming eligibility for benefits of an income tax treaty to which the
     United States of America is a party,

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

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

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

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

          SECTION 2.16 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

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


                                      -54-
<PAGE>
          (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.12, or if Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.15, or if any Lender defaults in its obligation to fund Loans
hereunder, or if Borrower exercises its replacement rights under Section
10.02(d), then Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 10.04), all of its interests, rights and
obligations under this Agreement and the other Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that:

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

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

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

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

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

          SECTION 2.17 SWINGLINE LOANS.

          (a) Swingline Commitment. Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans to Borrower
from time to time during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000
or (ii) the sum of the total Revolving Exposures exceeding the total Revolving
Commitments; provided that the Swingline Lender shall not be required to make a
Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing
limits and subject to the terms and conditions set forth herein, Borrower may
borrow, repay and reborrow Swingline Loans.

          (b) Swingline Loans. To request a Swingline Loan, Borrower shall
deliver, by hand delivery or telecopier, a duly completed and executed Borrowing
Request to the Administrative Agent and the Swingline Lender, not later than
2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each
such notice shall be irrevocable and shall specify the requested date (which
shall be a Business Day) and the amount of the requested Swingline Loan. Each
Swingline Loan shall be an ABR Loan. The Swingline Lender shall make each
Swingline Loan available to Borrower by means of a credit to the general deposit
account of Borrower with the Swingline Lender (or, in the case of a Swingline
Loan made to finance the reimbursement of an LC Disbursement as provided in
Section


                                      -55-
<PAGE>
2.18(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on
the requested date of such Swingline Loan. Borrower shall not request a
Swingline Loan if at the time of or immediately after giving effect to the
Extension of Credit contemplated by such request a Default has occurred and is
continuing or would result therefrom. Swingline Loans shall be made in minimum
amounts of $500,000 and integral multiples of $500,000 above such amount.

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

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

          SECTION 2.18 LETTERS OF CREDIT.

          (a) General. Subject to the terms and conditions set forth herein,
Borrower may request the Issuing Bank, and the Issuing Bank agrees, to issue
Letters of Credit for its own account or the account of a Subsidiary in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Revolving Availability Period (provided
that Borrower shall be a co-applicant, and be jointly and severally liable, with
respect to each Letter of Credit issued for the account of a Subsidiary). The
Issuing Bank shall have no obligation to issue, and Borrower


                                      -56-
<PAGE>
shall not request the issuance of, any Letter of Credit at any time if after
giving effect to such issuance, the LC Exposure would exceed the LC Commitment
or the total Revolving Exposure would exceed the total Revolving Commitments. In
the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by Borrower to, or entered into by
Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.

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

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

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

          (ii) the amount thereof;

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

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

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

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

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

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

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

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

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

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


                                      -57-
<PAGE>
          (iv) such other matters as the Issuing Bank may require.

If requested by the Issuing Bank, Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. In the event of any conflict between such application
and this Agreement, this Agreement shall control. A Letter of Credit shall be
issued, amended, renewed or extended only if (and, upon issuance, amendment,
renewal or extension of each Letter of Credit, Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension, (i) the LC Exposure shall not exceed the LC Commitment,
(ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments and (iii) the conditions set forth in Section 4.02 in respect of
such issuance, amendment, renewal or extension shall have been satisfied. Unless
the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an
initial amount less than $100,000, in the case of a Commercial Letter of Credit,
or $500,000, in the case of a Standby Letter of Credit.

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

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

          (ii) If Borrower so requests in any Letter of Credit Request, the
Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter
of Credit that has automatic renewal provisions (each, an "AUTO-RENEWAL LETTER
OF CREDIT"); provided that any such Auto-Renewal Letter of Credit must permit
the Issuing Bank to prevent any such renewal at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day in each such
twelve-month period to be agreed upon at the time such Letter of Credit is
issued. Unless otherwise directed by the Issuing Bank, Borrower shall not be
required to make a specific request to the Issuing Bank for any such renewal.
Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders
shall be deemed to have authorized (but may not require) the Issuing Bank to
permit the renewal of such Letter of Credit at any time to an expiry date not
later than the earlier of (i) one year from the date of such renewal and (ii)
the Letter of Credit Expiration Date; provided that the Issuing Bank shall not
permit any such renewal if (x) the Issuing Bank has determined that it would
have no obligation at such time to issue such Letter of Credit in its renewed
form under the terms hereof (by reason of the provisions of Section 2.18(f) or
otherwise), or (y) it has received notice on or before the day that is two
Business Days before the date which has been agreed upon pursuant to the proviso
of the first sentence of this paragraph, (1) from the Administrative Agent that
any Revolving Lender directly affected thereby has elected not to permit such
renewal or (2) from the Administrative Agent, any Lender or Borrower that one or
more of the applicable conditions specified in Section 4.02 are not then
satisfied.


                                      -58-
<PAGE>
          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby irrevocably grants to each Revolving Lender, and each Revolving Lender
hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Revolving Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Revolving Lender's Pro Rata Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by Borrower on the date
due as provided in Section 2.18(e), or of any reimbursement payment required to
be refunded to Borrower for any reason. Each Revolving Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, or expiration, termination or
cash collateralization of any Letter of Credit and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement.

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

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

          (iii) If any Revolving Lender shall not have made its Pro Rata
Percentage of such LC Disbursement available to the Administrative Agent as
provided above, each of such Revolving Lender


                                      -59-
<PAGE>
and Borrower severally agrees to pay interest on such amount, for each day from
and including the date such amount is required to be paid in accordance with the
foregoing to but excluding the date such amount is paid, to the Administrative
Agent for the account of the Issuing Bank at (i) in the case of Borrower, the
rate per annum set forth in Section 2.18(h) and (ii) in the case of such Lender,
at a rate determined by the Administrative Agent in accordance with banking
industry rules or practices on interbank compensation.

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

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


                                      -60-
<PAGE>
          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made, the unpaid amount thereof shall bear
interest payable on demand, for each day from and including the date such LC
Disbursement is made to but excluding the date that Borrower reimburses such LC
Disbursement, at the rate per annum determined pursuant to Section 2.06(c).
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to Section 2.18(e) to reimburse the Issuing Bank
shall be for the account of such Lender to the extent of such payment.

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

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

          (k) Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign as Issuing Bank hereunder at any time upon at least 30 days' prior notice
to the Lenders, the Administrative Agent and Borrower. The Issuing Bank may be
replaced at any time by written agreement among Borrower, each Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing Bank or any such
additional Issuing Bank. At the time any such resignation or replacement shall
become effective, Borrower shall pay all unpaid fees accrued for the account of
the replaced Issuing Bank pursuant to Section 2.05(c). From and after the
effective date of any such resignation or replacement or addition, as
applicable, (i) the successor or additional Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued by it thereafter and (ii) references herein to
the term "Issuing Bank" shall be deemed to refer to such successor or such
addition or to any previous Issuing Bank, or to


                                      -61-
<PAGE>
such successor or such addition and all previous Issuing Banks, as the context
shall require. After the resignation or replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
resignation or replacement, but shall not be required to issue additional
Letters of Credit. If at any time there is more than one Issuing Bank hereunder,
Borrower may, in its discretion, select which Issuing Bank is to issue any
particular Letter of Credit.

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

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

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

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

          SECTION 2.19 INCREASE IN COMMITMENTS.

          (a) Borrower Request. After a Successful Syndication is completed,
Borrower may by 10 Business Days' written notice to the Administrative Agent
request, on up to but no more than four separate occasions, the establishment of
one or more new Term Loan Commitments (it being understood that this is in
addition to the Additional Term Loan Commitments) by an amount not in excess of
$40.0 million in the aggregate and not less than $5.0 million individually. Each
such notice shall specify (i) the date (each, an "INCREASE EFFECTIVE DATE") on
which Borrower proposes that the increased or new Commitments shall be
effective, which shall be a date not less than 10 Business Days after the date
on which such notice is delivered to the Administrative Agent and (ii) the
identity of each Eligible Assignee to whom Borrower proposes any portion of such
increased or new Commitments be allocated and the amounts of such allocations;
provided that any existing Lender approached to provide all or a portion of the
increased or new Commitments may elect or decline, in its sole discretion, to
provide such increased or new Commitment.

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

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


                                      -62-
<PAGE>
          (ii) no Event of Default shall have occurred and be continuing or
     would result from the borrowings to be made on the Increase Effective Date;

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

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

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

          (i) terms and provisions of Term Loans made pursuant to new
     Commitments shall be, except as otherwise set forth herein or in the
     Increase Joinder, identical to the Term Loans (it being understood that
     such Term Loans may be part of an existing tranche of Term Loans);

          (ii) the weighted average life to maturity of all new Term Loans shall
     be no shorter than the weighted average life to maturity of the existing
     Term Loans;

          (iii) the maturity date of the new Term Loans shall not be earlier
     than the Final Maturity Date;

          (iv) the Applicable Margins for the new Term Loans shall be determined
     by Borrower and the applicable new Lenders; provided, however, that the
     Applicable Margins for the new Term Loans shall not be greater than the
     Applicable Margins then payable with respect to the Term Loans plus 50
     basis points.

The increased or new Commitments shall be effected by a joinder agreement (the
"INCREASE JOINDER") executed by Borrower, the Administrative Agent and each
Lender making such increased or new Commitment, in form and substance
satisfactory to each of them. The Increase Joinder may, without the consent of
any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 2.19.

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

          (e) Equal and Ratable Benefit. The Loans and Commitments established
pursuant to this paragraph shall constitute Loans and Commitments under, and
shall be entitled to all the benefits afforded by, this Agreement and the other
Loan Documents, and shall, without limiting the foregoing, benefit equally and
ratably from the Guarantees and security interests created by the Security
Documents. The Loan Parties shall take any actions reasonably required by the
Administrative Agent to ensure and/or


                                      -63-
<PAGE>
demonstrate that the Lien and security interests granted by the Security
Documents continue to be perfected under the UCC or otherwise after giving
effect to the establishment of any such Class of Term Loans or any such new
Commitments.

          SECTION 2.20 MODIFICATION OF REVOLVING LOAN.

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

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

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

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

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

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

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


                                      -64-
<PAGE>
                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Each Loan Party represents and warrants to the Administrative Agent,
the Collateral Agent, the Issuing Bank and each of the Lenders (with references
to the Companies being references thereto after giving effect to the
Transactions and the Amendment Transactions to occur on the Amendment
Effectiveness Date unless otherwise expressly stated) that:

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

          SECTION 3.02 AUTHORIZATION; ENFORCEABILITY. The Amendment Transactions
to be entered into by each Loan Party are within such Loan Party's powers and
have been duly authorized by all necessary action on the part of such Loan
Party. This Agreement has been duly executed and delivered by each Loan Party
and constitutes, and each other Loan Document to which any Loan Party is to be a
party, when executed and delivered by such Loan Party, will constitute, a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

          SECTION 3.03 NO CONFLICTS. Except as set forth on Schedule 3.03, the
Amendment Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except (i) such as have been obtained or made and are in full force and effect,
(ii) filings necessary to perfect Liens created by the Loan Documents and the
Second Lien Loan Documents and (iii) consents, approvals, registrations,
filings, permits or actions the failure to obtain or perform which could not
reasonably be expected to result in a Material Adverse Effect, (b) will not
violate the Organizational Documents of any Company, (c) will not violate any
Requirement of Law in any material respect, (d) will not violate or result in a
default or require any consent or approval under any indenture, agreement or
other instrument binding upon any Company or its property, or give rise to a
right thereunder to require any payment to be made by any Company, except for
violations, defaults or the creation of such rights that could not reasonably be
expected to result in a Material Adverse Effect, and (e) will not result in the
creation or imposition of any Lien on any property of any Company, except Liens
created by the Loan Documents and Permitted Liens.

          SECTION 3.04 FINANCIAL STATEMENTS; PROJECTIONS.

          (a) Historical Financial Statements. Borrower has heretofore delivered
to the Lenders the consolidated balance sheets and related income statements and
statements of cash flows and statements of changes in member interests of
Borrower (x)(i) as of, and for the period from April 2, 2003 through, December
31, 2003, and (ii) as of and for the fiscal year ended December 31, 2004, in
each case audited by and accompanied by the unqualified opinion of Deloitte &
Touche LLP, independent public


                                      -65-
<PAGE>
accountants, and (y)(i) as of and for the nine-month period ended September 30,
2004 and for the comparable period of the preceding fiscal year and (ii) as of
and for the three-month period ended March 31, 2005 and as of and for the
three-month period ended March 31, 2004, in the case of clauses (x) and (y),
certified by the chief financial officer of Borrower. Such financial statements
and all financial statements delivered pursuant to Sections 5.01(a) and (b) have
been prepared in accordance with GAAP and fairly present, in all material
respects, the consolidated financial condition and results of operations and
cash flows of Borrower and its Subsidiaries as of the dates and for the periods
to which they relate.

          (b) No Liabilities. Except as set forth in the financial statements
referred to in Section 3.04(a), there are no liabilities of any Company of any
kind, whether accrued, contingent, absolute, determined, determinable or
otherwise, which could reasonably be expected to result in a Material Adverse
Effect, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in such a liability, other than
liabilities permitted under the Loan Documents and the Second Lien Loan
Documents. Since December 31, 2003 there has been no event, change, circumstance
or occurrence that, individually or in the aggregate, has had or could
reasonably be expected to result in a Material Adverse Effect.

          (c) Pro Forma Financial Statements. Holdings has heretofore delivered
to the Lenders Borrower's unaudited pro forma consolidated balance sheet and
statement of income, pro forma EBITDA and other operating data for the fiscal
year ended December 31, 2003, and as of and for the nine-month period ended
September 30, 2004, in each case after giving effect to the Transactions as if
they had occurred on such date in the case of the balance sheet and as of the
beginning of all periods presented in the case of the statement of income. Such
pro forma financial statements have been prepared in good faith by Holdings,
based on the assumptions stated therein (which assumptions are believed by
Holdings on the date hereof and on the Closing Date to be reasonable in light of
current conditions and facts then known to Holdings), are based on the best
information available to Holdings as of the date of delivery thereof, accurately
reflect all adjustments required to be made to give effect to the Transactions,
and present fairly in all material respects the pro forma consolidated financial
position and results of operations of Borrower and its Subsidiaries as of such
date and for such periods, assuming that the Transactions had occurred at such
dates.

          (d) Forecasts. The forecasts of financial performance of Borrower and
its subsidiaries furnished to the Lenders have been prepared in good faith by
Holdings and based on assumptions believed by Borrower to be reasonable at the
time such forecasts were provided (and on the Closing Date in the case of
forecasts provided prior to the Closing Date) (it being recognized by the
Lenders, however, that projections as to future events are not to be viewed as
facts and that actual results during the period(s) covered by such projections
may differ from the projected results and that such differences may be material
and that the Loan Parties make no representation that such projections will be
realized).

          SECTION 3.05 PROPERTIES.

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


                                      -66-
<PAGE>
          (b) Real Property. Schedules 8(a) and 8(b) to the Perfection
Certificate dated the Amendment Effectiveness Date contain a true and complete
list of each interest in Real Property (i) owned by any Company as of the date
hereof and describes the type of interest therein held by such Company and
whether such owned Real Property is leased and if leased whether the underlying
Lease contains any option to purchase all or any portion of such Real Property
or any interest therein or contains any right of first refusal relating to any
sale of such Real Property or any portion thereof or interest therein and (ii)
leased, subleased or otherwise occupied or utilized by any Company, as lessee,
sublessee, franchisee or licensee, as of the date hereof and describes the type
of interest therein held by such Company and, in each of the cases described in
clauses (i) and (ii) of this Section 3.05(b), whether any Lease requires the
consent of the landlord or tenant thereunder, or other party thereto, to the
Amendment Transactions. As of the Amendment Effectiveness Date, with respect to
each Real Property or Mortgaged Property, there are no Leases in which Borrower
or any Subsidiary holds the lessor's interest.

          (c) No Casualty Event. No Company has received any notice of, nor has
any knowledge of, the occurrence or pendency or contemplation of any Casualty
Event affecting all or any material portion of its property. No Mortgage
encumbers improved Real Property that is located in an area that as of the date
of this Agreement has been identified by the Secretary of Housing and Urban
Development as an area having special flood hazards within the meaning of the
National Flood Insurance Act of 1968 unless flood insurance available under such
Act has been obtained in accordance with Section 5.04.

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

          SECTION 3.06 INTELLECTUAL PROPERTY.

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

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


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Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the
Perfection Certificate are valid and in full force and effect.

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

          SECTION 3.07 EQUITY INTERESTS AND SUBSIDIARIES.

          (a) Equity Interests. Schedules 1(a) and 10(a) to the Perfection
Certificate dated the Amendment Effectiveness Date set forth a list of (i) all
the Subsidiaries of Holdings and their jurisdictions of organization as of the
Amendment Effectiveness Date and (ii) the number of each class of its Equity
Interests authorized, and the number outstanding, on the Amendment Effectiveness
Date and the number of shares covered by all outstanding options, warrants,
rights of conversion or purchase and similar rights at the Amendment
Effectiveness Date. All Equity Interests of each Company are duly and validly
issued and are fully paid and non-assessable, and, other than the Equity
Interests of Borrower and Holdings, are owned by Borrower, directly or
indirectly through Wholly Owned Subsidiaries. All Equity Interests of Borrower
are owned directly by Holdings. Each Loan Party is the record and beneficial
owner of, and has good and defensible title to, the Equity Interests pledged by
it under the Security Agreement, free of any and all Liens, rights or claims of
other persons, except the security interest created by the Security Agreement
and the Second Lien Loan Documents, and there are no outstanding warrants,
options or other rights to purchase, or shareholder, voting trust or similar
agreements outstanding with respect to, or property that is convertible into, or
that requires the issuance or sale of, any such Equity Interests. All
Subsidiaries of Holdings, other than Borrower, existing on the Amendment
Effectiveness Date are Guarantors.

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

          (c) Organizational Chart. An accurate organizational chart, showing
the ownership structure of Holdings, Borrower and each Subsidiary on the
Amendment Effectiveness Date, and after giving effect to the Transactions and
the Amendment Transactions, is set forth on Schedule 10(a) to the Perfection
Certificate dated the Amendment Effectiveness Date.

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


                                      -68-
<PAGE>
to any Requirement of Law, where such violation or default, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

          SECTION 3.09 AGREEMENTS. No Company is a party to any agreement or
instrument or subject to any corporate or other constitutional restriction that
has resulted or could reasonably be expected to result in a Material Adverse
Effect. No Company is in default in any manner under any provision of any
indenture or other agreement or instrument evidencing Indebtedness, or any other
agreement or instrument to which it is a party or by which it or any of its
property is or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect, and no condition exists which, with the
giving of notice or the lapse of time or both, would constitute such a default.
Schedule 3.09 accurately and completely lists all material agreements (other
than leases of Real Property set forth on Schedule 8(a) or 8(b) to the
Perfection Certificate dated the Amendment Effectiveness Date) to which any
Company is a party which are in effect on the date hereof in connection with the
operation of the business conducted thereby and Borrower has delivered to the
Administrative Agent complete and correct copies of all such material
agreements, including any amendments, supplements or modifications with respect
thereto, and all such agreements are in full force and effect.

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

          SECTION 3.11 INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. No Company is (a) an "investment company" or a company "controlled" by an
"investment company," as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, or (b) a "holding company," an
"affiliate" of a "holding company" or a "subsidiary company" of a "holding
company," as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended, other than in compliance with Section
9(a)(2) thereof. No approval, consent or notice pursuant to the Public Utility
Holding Company Act of 1935, as amended, is required in connection with the
Transactions or the Amendment Transactions or is required in connection with
making any extensions of credit hereunder.

          SECTION 3.12 USE OF PROCEEDS. Borrower will use the proceeds of (a)
the Term Loans and the Revolving Loans funded on the Closing Date (together with
the proceeds of the Second Lien Loans) to finance the Transactions (other than
the Regency Equity Financing) and pay related fees, commissions and expenses,
(b) the Additional Term Loans to fund the Projects and (c) the Term Loans funded
after the Amendment Effectiveness Date (other than the Additional Term Loans) in
accordance with Section 2.19, the Revolving Loans funded after the Closing Date,
and the Swingline Loans, after the Closing Date for working capital and general
corporate purposes (including to effect Permitted Acquisitions and the
Projects).

          SECTION 3.13 TAXES. Each Company has (a) timely filed or caused to be
timely filed all federal Tax Returns and all material state, local and foreign
Tax Returns or materials required to have been filed by it and (b) duly and
timely paid, collected or remitted or caused to be duly and timely paid,
collected or remitted all Taxes (whether or not shown on any Tax Return) due and
payable, collectible or remittable by it and all assessments received by it,
except Taxes (i) that are being contested in good


                                      -69-
<PAGE>
faith by appropriate proceedings and for which such Company has set aside on its
books adequate reserves in accordance with GAAP and (ii) which could not,
individually or in the aggregate, have a Material Adverse Effect. Each Company
has made adequate provision in accordance with GAAP for all Taxes not yet due
and payable. Each Company is unaware of any proposed or pending tax assessments,
deficiencies or audits that could be reasonably expected to, individually or in
the aggregate, result in a Material Adverse Effect. No Company has ever been a
party to any understanding or arrangement constituting a "tax shelter" within
the meaning of Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of
the Code, or has ever "participated" in a "reportable transaction" within the
meaning of Treasury Regulation Section 1.6011-4, except as could not be
reasonably expected to, individually or in the aggregate, result in a Material
Adverse Effect.

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

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

          SECTION 3.16 SOLVENCY. Immediately after the consummation of the
Amendment Transactions to occur on the Amendment Effectiveness Date and
immediately following the making of each Loan and after giving effect to the
application of the proceeds of each Loan, (a) the fair value of the properties
of each Loan Party (individually and on a consolidated basis with its
Subsidiaries, and determined on a going concern basis) will exceed the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise; (b) the present fair saleable value of the property of each Loan
Party (individually and on a consolidated basis with its Subsidiaries) will be
greater than the amount that will be


                                      -70-
<PAGE>
required to pay the probable liability of its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) each Loan Party (individually and on a
consolidated basis with its Subsidiaries) will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) each Loan Party (individually
and on a consolidated basis with its Subsidiaries) will not have unreasonably
small capital with which to conduct its business in which it is engaged as such
business is now conducted and is proposed to be conducted following the
Amendment Effectiveness Date.

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

          SECTION 3.18 ENVIRONMENTAL MATTERS.

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

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

          (ii) The Companies have obtained all Environmental Permits required
     for the conduct of their businesses and operations, and the ownership,
     operation and use of their property, under Environmental Law, all such
     Environmental Permits are valid and in good standing and, under the
     currently effective business plan of the Companies, no expenditures or
     operational adjustments will be required in order to renew or modify such
     Environmental Permits during the next five years;

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

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


                                      -71-
<PAGE>
          (v) No person with an indemnity or contribution obligation to the
     Companies relating to compliance with or liability under Environmental Law
     is in default with respect to such obligation.

          (b) Except as set forth in Schedule 3.18:

          (i) (A) On the Amendment Effectiveness Date, no Company is obligated
     to perform any action or otherwise incur any expense under Environmental
     Law pursuant to any order, decree, judgment or agreement by which it is
     bound or has assumed by contract or agreement, and no Company is conducting
     or financing any Response pursuant to any Environmental Law with respect to
     any Real Property or any other location and (B) after the Amendment
     Effectiveness Date, no Company is obligated to perform any action or
     otherwise incur any expense under Environmental Law pursuant to any order,
     decree, judgment or agreement by which it is bound or has assumed by
     contract or agreement, and no Company is conducting or financing any
     Response pursuant to any Environmental Law with respect to any Real
     Property or any other location, except, in each case, as individually or in
     the aggregate could not reasonably be expected to result in a Material
     Adverse Effect;

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

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

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

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

          SECTION 3.19 INSURANCE. Schedule 3.19 sets forth a true, complete and
correct description of all insurance maintained by each Company as of the
Amendment Effectiveness Date. All insurance maintained by the Companies is in
full force and effect, all premiums have been duly paid, no Company has received
notice of violation or cancellation thereof, the Premises, and the use,
occupancy and operation thereof, comply in all material respects with all
Insurance Requirements, and there exists no default under any Insurance
Requirement except as could not reasonably be expected to cause or result in a
Material Adverse Effect. Each Company has insurance in such amounts and covering
such risks and


                                      -72-
<PAGE>
liabilities as are customary for companies of a similar size engaged in similar
businesses in similar locations.

          SECTION 3.20 SECURITY DOCUMENTS.

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

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

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

          (d) Valid Liens. Each Security Document delivered pursuant to Sections
5.11 and 5.12 will, upon execution and delivery thereof, be effective to create
in favor of the Collateral Agent, for the benefit of the Secured Parties, legal,
valid and enforceable Liens on, and security interests in, all of the Loan
Parties' right, title and interest in and to the Collateral thereunder, and when
all appropriate filings or recordings are made in the appropriate offices as may
be required under applicable law, such Security Document will constitute First
Priority fully perfected Liens on, and security interests in, all right, title
and interest of the Loan Parties in such Collateral, in each case subject to no
Liens other than the applicable Permitted Collateral Liens.

          SECTION 3.21 ACQUISITION DOCUMENTS; REPRESENTATIONS AND WARRANTIES IN
ACQUISITION AGREEMENT. Schedule 3.21 lists (i) each exhibit, schedule, annex or
other attachment to the


                                      -73-
<PAGE>
Acquisition Agreement and (ii) each agreement, certificate, instrument, letter
or other document contemplated by the Acquisition Agreement or any item referred
to in clause (i) to be entered into, executed or delivered or to become
effective in connection with the Acquisition or otherwise entered into, executed
or delivered in connection with the Acquisition, in each case on or prior to the
Closing Date. The Lenders have been furnished true and complete copies of each
Acquisition Document to the extent executed and delivered on or prior to the
Closing Date. All representations and warranties of each Company set forth in
the Acquisition Agreement and the Second Lien Agreement were true and correct in
all material respects as of the time such representations and warranties were
made and, except, in the case of the Acquisition Agreement, as affected by the
transactions specifically permitted thereby, shall be true and correct in all
material respects as of the Closing Date as if such representations and
warranties were made on and as of such date, unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date.

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

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

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

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

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

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

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

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


                                      -74-
<PAGE>
                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

          SECTION 4.01 CONDITIONS TO INITIAL CREDIT EXTENSION. The conditions
precedent to the obligation of each Lender to fund the initial Credit Extension
requested to be made by it on the Closing Date were met on the Closing Date.

          SECTION 4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of
each Lender and each Issuing Bank to make any Credit Extension (including the
initial Credit Extension) shall be subject to, and to the satisfaction of, each
of the conditions precedent set forth below.

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

          (b) No Default. Borrower and each other Loan Party shall be in
     compliance in all material respects with all the terms and provisions set
     forth herein and in each other Loan Document on its part to be observed or
     performed, and, at the time of and immediately after giving effect to such
     Credit Extension and the application of the proceeds thereof, no Default
     shall have occurred and be continuing on such date.

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

          (d) No Legal Bar. No order, judgment or decree of any Governmental
     Authority shall purport to restrain such Lender from making any Loans to be
     made by it. No injunction or other restraining order shall have been
     issued, shall be pending or noticed with respect to any action, suit or
     proceeding seeking to enjoin or otherwise prevent the consummation of, or
     to recover any damages or obtain relief as a result of, the transactions
     contemplated by this Agreement or the making of Loans hereunder.

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


                                      -75-
<PAGE>
          SECTION 4.03 CONDITIONS TO CREDIT EXTENSIONS ON OR AFTER THE AMENDMENT
EFFECTIVENESS DATE.

          (a) Amendment Agreement. The obligation of each Lender to fund a
Credit Extension requested to be made by it on the Amendment Effectiveness Date
is subject to the satisfaction of all conditions precedent set forth in Article
III of the Amendment Agreement.

          (b) Additional Conditions. No amount of Additional First Lien Term
Loans in excess of $25.0 million or of Additional Revolving Loans will be
available unless and until all necessary permits are received, all necessary
governmental notifications have been sent, and all of the rights-of-way have
been obtained with respect to the Projects and Borrower has provided to the
Administrative Agent evidence of the same reasonably satisfactory to the
Administrative Agent; provided that if such additional conditions have not been
met by September 30, 2005, Borrower may request that Additional Term Loans in
excess of $25.0 million and/or Additional Revolving Loans be made on such date
so long as the proceeds thereof are irrevocably deposited into a segregated
escrow account (the "ESCROW ACCOUNT") with the Collateral Agent, as escrow agent
(the "ESCROW AGENT"), to be only withdrawn and distributed to Borrower at the
earliest time that such additional conditions are met and otherwise in
accordance with the Escrow Agreement (which will need to be executed by Borrower
as a condition precedent to such Credit Extension). Loans dispensed into the
Escrow Account will amortize and accrue interest in accordance with the terms of
this Agreement. For the avoidance of doubt, once the conditions in this Section
4.03(b) are met Additional Revolving Loans may be made, subject to Section 4.02
and any other requirements herein, even if such Loans are made after September
30, 2005.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

          Each Loan Party warrants, covenants and agrees with each Lender that
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, each Loan Party will, and will cause
each of its Subsidiaries to:

          SECTION 5.01 FINANCIAL STATEMENTS, REPORTS, ETC. Furnish to the
Administrative Agent and each Lender:

          (a) Annual Reports. As soon as available and in any event within 90
     days (or such earlier date on which Borrower is required to file a Form
     10-K under the Exchange Act) after the end of each fiscal year, beginning
     with the fiscal year ending December 31, 2005, (i) the consolidated balance
     sheet of Borrower as of the end of such fiscal year and related
     consolidated income statements and statements of cash flows and changes in
     member interests for such fiscal year, in comparative form with such
     financial statements as of the end of, and for, the preceding fiscal year,
     and notes thereto, accompanied by an opinion of Deloitte & Touche LLP or
     other independent public accountants of recognized national standing
     reasonably satisfactory to the Administrative Agent (which opinion shall
     not be qualified as to scope or contain any going concern or other
     qualification), stating that such financial statements fairly present, in
     all material respects, the consolidated financial condition, results of
     operations and cash flows of Borrower and its Subsidiaries as of the dates
     and for the periods specified in accordance with GAAP, (ii) a management


                                      -76-
<PAGE>
     report in reasonable detail setting forth (A) statement of income items and
     Consolidated EBITDA of Borrower for such fiscal year, showing variance, by
     dollar amount and percentage, from amounts for the previous fiscal year and
     budgeted amounts and (B) key operational information and statistics for
     such fiscal year consistent with internal and industry-wide reporting
     standards, and (iii) a narrative report and management's discussion and
     analysis, in reasonable detail, of the financial condition and results of
     operations of Borrower for such fiscal year, as compared to amounts for the
     previous fiscal year and budgeted amounts (it being understood that the
     information required by clause (i) may be furnished in the form of a Form
     10-K);

          (b) Quarterly Reports. As soon as available and in any event within 45
     days (or such earlier date on which Borrower is required to file a Form
     10-Q under the Exchange Act) after the end of each of the first three
     fiscal quarters of each fiscal year, beginning with the fiscal quarter
     ending June 30, 2005, (i) the consolidated balance sheet of Borrower as of
     the end of such fiscal quarter and related consolidated income statements
     and statements of cash flows for such fiscal quarter and for the then
     elapsed portion of the fiscal year, in comparative form with the
     consolidated statements of income and cash flows for the comparable periods
     in the previous fiscal year, and notes thereto, all prepared in accordance
     with Regulation S-X under the Securities Act and accompanied by a
     certificate of a Financial Officer stating that such financial statements
     fairly present, in all material respects, the consolidated financial
     condition, results of operations and cash flows of Borrower as of the date
     and for the periods specified in accordance with GAAP consistently applied,
     and on a basis consistent with audited financial statements referred to in
     clause (a) of this Section, subject to normal year-end audit adjustments
     and the absence of footnotes required by GAAP, (ii) a management report in
     reasonable detail setting forth (A) statement of income items and
     Consolidated EBITDA of Borrower for such fiscal quarter and for the then
     elapsed portion of the fiscal year, showing variance, by dollar amount and
     percentage, from amounts for the comparable periods in the previous fiscal
     year and budgeted amounts and (B) key operational information and
     statistics for such fiscal quarter and for the then elapsed portion of the
     fiscal year consistent with internal and industry-wide reporting standards,
     and (iii) a narrative report and management's discussion and analysis, in
     reasonable detail, of the financial condition and results of operations for
     such fiscal quarter and the then elapsed portion of the fiscal year, as
     compared to the comparable periods in the previous fiscal year and budgeted
     amounts (it being understood that the information required by clause (i)
     may be furnished in the form of a Form 10-Q);

          (c) Financial Officer's Certificate. (i) Concurrently with any
     delivery of financial statements under Section 5.01(a) or (b), a Compliance
     Certificate and (ii) concurrently with any delivery of financial statements
     under Section 5.01(a) above, beginning with the fiscal year ending December
     31, 2005, a report of the accounting firm auditing such financial
     statements stating that in the course of its regular audit of the financial
     statements of Borrower and its Subsidiaries, which audit was conducted in
     accordance with generally accepted auditing standards, such accounting firm
     obtained no knowledge that any Default insofar as it relates to financial
     or accounting matters subject to audit procedures has occurred or, if such
     accounting firm believes such a Default has occurred, specifying the nature
     and extent thereof;

          (d) Financial Officer's Certificate Regarding Collateral. Concurrently
     with any delivery of financial statements under Section 5.01(a), a
     certificate of a Financial Officer setting forth the information required
     pursuant to the Perfection Certificate Supplement or confirming that there
     has been no change in such information since the date of the Perfection
     Certificate or latest Perfection Certificate Supplement;


                                      -77-
<PAGE>
          (e) Public Reports. Promptly after the same become publicly available,
     copies of all periodic and other reports, proxy statements and other
     materials filed by any Company with the Securities and Exchange Commission,
     or any Governmental Authority succeeding to any or all of the functions of
     said Commission, or with any national securities exchange, or distributed
     to holders of its Material Indebtedness (other than Permitted Holders)
     pursuant to the terms of the documentation governing such Indebtedness (or
     any trustee, agent or other representative therefor), as the case may be;

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

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

          (h) Organization. Concurrently with any delivery of financial
     statements under Section 5.01(a), an accurate organizational chart as
     required by Section 3.07(c), or confirmation that there are no changes to
     Schedule 10(a) to the Perfection Certificate;

          (i) Organizational Documents. Promptly provide copies of any
     Organizational Documents that have been amended or modified in accordance
     with the terms hereof in more than a de minimis fashion and deliver a copy
     of any notice of default given or received by any Company under any
     Organizational Document within 15 days after such Company gives or receives
     such notice; and

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

          SECTION 5.02 LITIGATION AND OTHER NOTICES. Furnish to the
Administrative Agent and each Lender written notice of the following promptly
(and, in any event, within three Business Days of the occurrence thereof):

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

          (b) the filing or commencement of, or any threat or notice of
     intention of any person to file or commence, any action, suit, litigation
     or proceeding, whether at law or in equity by or before any Governmental
     Authority, (i) against any Company or any Affiliate thereof that could


                                      -78-
<PAGE>
     reasonably be expected to result in a Material Adverse Effect or (ii) with
     respect to any Loan Document;

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

          (d) the occurrence of a Casualty Event; and

          (e) (i) the incurrence of any material Lien (other than Permitted
     Collateral Liens) on, or claim asserted against any of the Collateral or
     (ii) the occurrence of any other event which could materially adversely
     affect the value of the Collateral.

          SECTION 5.03 EXISTENCE; BUSINESSES AND PROPERTIES.

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

          (b) (i) Do or cause to be done all things necessary to obtain,
preserve, renew, extend and keep in full force and effect the rights, licenses,
Leases, servitudes, easements, permits, privileges, franchises, authorizations,
patents, copyrights, trademarks and trade names necessary in the conduct of its
business; (ii) maintain and operate such business in substantially the manner in
which it is presently conducted and operated; (iii) comply with all applicable
Requirements of Law (including any and all zoning, building, Environmental Law,
ordinance, code or approval or any building permits or any restrictions of
record or agreements affecting the Real Property) and decrees and orders of any
Governmental Authority, whether now in effect or hereafter enacted; (iv) pay and
perform its obligations under all Leases, Amendment Transaction Documents and
Transaction Documents; and (v) at all times maintain, preserve and protect all
property material to the conduct of such business and keep such property in good
repair, working order and condition (other than wear and tear occurring in the
ordinary course of business and Casualty Events) and from time to time make, or
cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times except
in the case of (i), (ii), (iii), (iv) and (v) where the failure to comply,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect; provided that nothing in this Section 5.03(b) shall
prevent (x) sales of property, consolidations or mergers by or involving any
Company in accordance with Section 6.05 or Section 6.06; (y) the withdrawal by
any Company of its qualification as a foreign corporation in any jurisdiction
where such withdrawal, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect; or (z) the abandonment by any
Company of any rights, franchises, licenses, trademarks, trade names, copyrights
or patents that such person reasonably determines are not useful to its business
or no longer commercially desirable.

          SECTION 5.04 INSURANCE.

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


                                      -79-
<PAGE>
and of such types and in such amounts with such deductibles as is customary in
the case of similar businesses operating in the same or similar locations,
including (i) physical hazard insurance on an "all risk" basis, (ii) commercial
general liability against claims for bodily injury, death or property damage
covering any and all insurable claims as are usually carried by companies of
established repute engaged in the same or similar business owning similar
properties and located in the same general areas, (iii) explosion insurance in
respect of any boilers, machinery or similar apparatus constituting Collateral,
(iv) business interruption insurance, (v) worker's compensation insurance and
such other insurance as may be required by any Requirement of Law and (vi) such
other insurance against risks as the Administrative Agent may from time to time
require (such policies to be in such form and amounts and having such coverage
as may be reasonably satisfactory to the Administrative Agent and the Collateral
Agent); provided that with respect to physical hazard insurance, neither the
Collateral Agent nor the applicable Company shall agree to the adjustment of any
claim thereunder without the consent of the other (such consent not to be
unreasonably withheld or delayed); provided, further, that no consent of any
Company shall be required during the continuance of an Event of Default.

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

          (c) Notice to Agents. Notify the Administrative Agent and the
Collateral Agent immediately whenever any separate insurance concurrent in form
or contributing in the event of loss with that required to be maintained under
this Section 5.04 is taken out by any Company; and promptly deliver to the
Administrative Agent and the Collateral Agent a duplicate original copy of such
policy or policies.

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

          (e) Broker's Report. Deliver to the Administrative Agent and the
Collateral Agent and the Lenders a report of a reputable insurance broker with
respect to such insurance and such supplemental reports with respect thereto as
the Administrative Agent or the Collateral Agent may from time to time
reasonably request.

          (f) Mortgaged Properties. No Loan Party that is an owner of Mortgaged
Property shall take any action that is reasonably likely to be the basis for
termination, revocation or denial of any insurance coverage required to be
maintained under such Loan Party's respective Mortgage or that could be the
basis for a defense to any claim under any Insurance Policy maintained in
respect of the Premises, and each Loan Party shall otherwise comply in all
material respects with all Insurance Requirements in respect of the Premises;
provided, however, that each Loan Party may, at its own expense and after
written notice to the Administrative Agent, (i) contest the applicability or
enforceability of any such Insurance Requirements by appropriate legal
proceedings, the prosecution of which does not constitute a basis for
cancellation or revocation of any insurance coverage required under this Section
5.04 or (ii) cause the Insurance


                                      -80-
<PAGE>
Policy containing any such Insurance Requirement to be replaced by a new policy
complying with the provisions of this Section 5.04.

          SECTION 5.05 OBLIGATIONS AND TAXES.

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

          (b) Filing of Returns. Timely file or cause to be filed all material
Tax Returns required to be filed by it.

          (c) Tax Shelter Reporting. Borrower does not intend to treat the Loans
as being a "reportable transaction" within the meaning of Treasury Regulation
Section 1.6011-4. In the event Borrower determines to take any action
inconsistent with such intention, it will promptly notify the Administrative
Agent thereof.

          SECTION 5.06 EMPLOYEE BENEFITS.

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

          SECTION 5.07 MAINTAINING RECORDS; ACCESS TO PROPERTIES AND
INSPECTIONS. Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law are made of
all dealings and transactions in relation to its business and activities.


                                      -81-
<PAGE>
Each Company will permit any representatives designated by the Administrative
Agent or any Lender to visit and inspect the financial records and the property
of such Company at reasonable times during normal business hours and as often as
reasonably requested and at such time to make extracts from and copies of such
financial records (provided that so long as no Event of Default has occurred and
is continuing the Lenders shall be entitled to only one such visit per year
coordinated by the Administrative Agent and each other visit by the
Administrative Agent shall be at its expense), and permit any representatives
designated by the Administrative Agent or any Lender to discuss the affairs,
finances, accounts and condition of any Company with the officers and employees
thereof and advisors therefor (including independent accountants).

          SECTION 5.08 USE OF PROCEEDS. Use the proceeds of the Loans only for
the purposes set forth in Section 3.12 and request the issuance of Letters of
Credit only for the purposes set forth in the definition of Commercial Letter of
Credit or Standby Letter of Credit, as the case may be.

          SECTION 5.09 COMPLIANCE WITH ENVIRONMENTAL LAWS; ENVIRONMENTAL
REPORTS.

          (a) Comply, and use commercially reasonable efforts to cause all
lessees and other persons occupying Real Property of any Company to comply, in
all material respects with all Environmental Laws and Environmental Permits
applicable to its operations and Real Property; obtain and renew all material
Environmental Permits necessary for its operations and Real Property; and
conduct all Responses required by, and in accordance with, Environmental Laws;
provided that no Company shall be required to undertake any Response to the
extent that (i) its obligation to do so is being contested in good faith and by
proper proceedings and appropriate reserves are being maintained with respect to
such circumstances in accordance with GAAP or (ii) such Response is being
promptly and properly undertaken by a third party having adequate financial
resources pursuant to a contractual obligation owed by such third party to such
Company.

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

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

          SECTION 5.10 INTEREST RATE PROTECTION. No later than the 60th day
(subject to extension at the sole discretion of the Administrative Agent) after
the Amendment Effectiveness Date, Borrower shall have entered into, and for a
minimum of two years thereafter maintain, Hedging Agreements with terms and
conditions reasonably acceptable to the Administrative Agent that result in at
least 50% of the aggregate principal amount of Borrower's Consolidated Funded
Indebtedness being effectively subject to a fixed or maximum interest rate
acceptable to the Administrative Agent; provided that, notwithstanding anything
herein to the contrary, (i) for purposes of this Section 5.10 Additional Term
Loans shall constitute Consolidated Funded Indebtedness and Revolving Loans
shall not constitute Consolidated


                                      -82-
<PAGE>
Funded Indebtedness and (ii) no Hedging Agreements with respect to any
Additional Term Loans need to be entered into prior to 60 days after such Loans
are funded.

          SECTION 5.11 ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS.

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

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


                                      -83-
<PAGE>
          (c) Promptly grant to the Collateral Agent, within 60 days of the
acquisition thereof, a security interest in and Mortgage on (i) each Real
Property owned in fee by such Loan Party as is acquired by such Loan Party after
the Closing Date and that, together with any improvements thereon, individually
has a fair market value of at least $2.0 million, and (ii) unless the Collateral
Agent otherwise consents, each leased Real Property of such Loan Party which
lease individually has a fair market value of at least $2.0 million, in each
case, as additional security for the Secured Obligations (unless the subject
property is already mortgaged to a third party to the extent permitted by
Section 6.02). Such Mortgages shall be granted pursuant to documentation
reasonably satisfactory in form and substance to the Administrative Agent and
the Collateral Agent and shall constitute valid and enforceable perfected First
Priority Liens subject only to Permitted Collateral Liens or other Liens
acceptable to the Collateral Agent. The Mortgages or instruments related thereto
shall be duly recorded or filed in such manner and in such places as are
required by law to establish, perfect, preserve and protect the Liens in favor
of the Collateral Agent required to be granted pursuant to the Mortgages and all
taxes, fees and other charges payable in connection therewith shall be paid in
full. Such Loan Party shall otherwise take such actions and execute and/or
deliver to the Collateral Agent such documents as the Administrative Agent or
the Collateral Agent shall reasonably require to confirm the validity,
perfection and priority of the Lien of any existing Mortgage or new Mortgage
against such after-acquired Real Property (including a local counsel opinion (in
form and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent) in respect of such Mortgage).

          (d) Promptly grant to the Collateral Agent, within 60 days of the
acquisition thereof, a security interest in and Mortgage on (i) each Pipeline
owned in fee by such Loan Party as is acquired by such Loan Party after the
Closing Date and that, together with any improvements thereon and any related
unmortgaged Pipeline, has a fair market value of at least $2.0 million, and (ii)
unless the Collateral Agent otherwise consents, each leased Pipeline of such
Loan Party which lease together with any related unmortgaged Pipeline leases has
a fair market value of at least $2.0 million, in each case, as additional
security for the Secured Obligations (unless the subject property is already
mortgaged to a third party to the extent permitted by Section 6.02). Such
Mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent and the Collateral Agent and
shall constitute valid and enforceable perfected First Priority Liens subject
only to Permitted Collateral Liens or other Liens acceptable to the Collateral
Agent. The Mortgages or instruments related thereto shall be duly recorded or
filed in such manner and in such places as are required by law to establish,
perfect, preserve and protect the Liens in favor of the Collateral Agent
required to be granted pursuant to the Mortgages and all taxes, fees and other
charges payable in connection therewith shall be paid in full. Such Loan Party
shall otherwise take such actions and execute and/or deliver to the Collateral
Agent such documents as the Administrative Agent or the Collateral Agent shall
reasonably require to confirm the validity, perfection and priority of the Lien
of any existing Mortgage or new Mortgage against such after-acquired Pipeline
(including a local counsel opinion (in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent) in respect of
such Mortgage).

          SECTION 5.12 SECURITY INTERESTS; FURTHER ASSURANCES. Promptly, upon
the reasonable request of the Administrative Agent, the Collateral Agent or any
Lender, at Borrower's expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter register, file or
record, or cause to be registered, filed or recorded, in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
perfection and priority of the Liens on the Collateral covered thereby subject
to no other Liens except as permitted by the applicable Security Document, or
obtain any consents or waivers as may be necessary or appropriate in connection
therewith. Deliver or cause to be delivered to the Administrative


                                      -84-
<PAGE>
Agent and the Collateral Agent from time to time such other documentation,
consents, authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent as the
Administrative Agent and the Collateral Agent shall reasonably deem necessary to
perfect or maintain the Liens on the Collateral pursuant to the Security
Documents. Upon the exercise by the Administrative Agent, the Collateral Agent
or any Lender of any power, right, privilege or remedy pursuant to any Loan
Document which requires any consent, approval, registration, qualification or
authorization of any Governmental Authority, execute and deliver all
applications, certifications, instruments and other documents and papers that
the Administrative Agent, the Collateral Agent or such Lender may require. If
the Administrative Agent, the Collateral Agent or the Required Lenders determine
that they are required by a Requirement of Law to have appraisals prepared in
respect of the Real Property of any Loan Party constituting Collateral, Borrower
shall provide to the Administrative Agent appraisals that satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are
otherwise in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent.

          SECTION 5.13 INFORMATION REGARDING COLLATERAL.

          (a) Not effect any change (i) in any Loan Party's legal name, (ii) in
the location of any Loan Party's chief executive office, (iii) in any Loan
Party's identity or organizational structure, (iv) in any Loan Party's Federal
Taxpayer Identification Number or organizational identification number, if any,
or (v) in any Loan Party's jurisdiction of organization (in each case, including
by merging with or into any other entity, reorganizing, dissolving, liquidating,
reorganizing or organizing in any other jurisdiction), until (other than in the
case of any liquidation or dissolution of Regency Gas Treating LP in accordance
with Section 6.05(e)) (A) it shall have given the Collateral Agent and the
Administrative Agent not less than 20 days' prior written notice (in the form of
an Officers' Certificate), or such lesser notice period agreed to by the
Collateral Agent, of its intention so to do, clearly describing such change and
providing such other information in connection therewith as the Collateral Agent
or the Administrative Agent may reasonably request and (B) it shall have taken
all action reasonably satisfactory to the Collateral Agent to maintain the
perfection and priority of the security interest of the Collateral Agent for the
benefit of the Secured Parties in the Collateral, if applicable. Each Loan Party
agrees to promptly provide the Collateral Agent with certified Organizational
Documents reflecting any of the changes described in the preceding sentence.
Each Loan Party also agrees to promptly notify the Collateral Agent of any
change in the location of any office in which it maintains books or records
relating to Collateral owned by it or any office or facility at which Collateral
is located (including the establishment of any such new office or facility),
other than changes in location to a Mortgaged Property or a leased property
subject to a Landlord Access Agreement.

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

                                   ARTICLE VI

                               NEGATIVE COVENANTS

          Each Loan Party warrants, covenants and agrees with each Lender that,
so long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired and all amounts
drawn


                                      -85-
<PAGE>
thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, no Loan Party will, nor will they cause or permit
any Subsidiaries to:

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

          (a) Indebtedness incurred under this Agreement (including Sections
     2.19 and 2.20 and pursuant to the Additional Term Loan Commitments and
     Additional Revolving Commitments) and the other Loan Documents;

          (b) (i) Indebtedness outstanding on the Closing Date and listed on
     Schedule 6.01(b), (ii) refinancings or renewals thereof; provided that (A)
     any such refinancing Indebtedness is in an aggregate principal amount not
     greater than the aggregate principal amount of the Indebtedness being
     renewed or refinanced, plus the amount of any premiums required to be paid
     thereon and reasonable fees and expenses associated therewith and an amount
     equal to any unutilized commitment under the Indebtedness being renewed or
     refinanced, (B) such refinancing Indebtedness has a later or equal final
     maturity and longer or equal weighted average life than the Indebtedness
     being renewed or refinanced and (C) the covenants, events of default,
     subordination and other provisions thereof (including any guarantees
     thereof) shall be, in the aggregate, no less favorable to the Lenders than
     those contained in the Indebtedness being renewed or refinanced and (iii)
     Indebtedness under the Second Lien Agreement in aggregate principal amount
     not to exceed $62,000,000;

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

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

          (e) Indebtedness in respect of Purchase Money Obligations and Capital
     Lease Obligations, and refinancings or renewals thereof, in an aggregate
     amount not to exceed $5.0 million at any time outstanding;

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

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

          (h) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn


                                      -86-
<PAGE>
     against insufficient funds in the ordinary course of business; provided,
     however, that such Indebtedness is extinguished within five Business Days
     of incurrence;

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

          (j) so long as no Event of Default has occurred and is continuing or
     would occur after giving effect to such incurrence, unsecured Indebtedness
     of the Companies in an aggregate amount not to exceed $100.0 million;
     provided that unsecured Indebtedness of the Companies in an aggregate
     amount not to exceed $150.0 million may be incurred if after giving effect
     to the incurrence of such Indebtedness on a Pro Forma Basis the Total
     Leverage Ratio is less than 4.0:1.0 and unsecured Indebtedness of the
     Companies in an aggregate amount not to exceed $200.0 million may be
     incurred if after giving effect to the incurrence of such Indebtedness on a
     Pro Forma Basis the Total Leverage Ratio is less than 3.0:1.0, in each case
     so long as no Event of Default has occurred and is continuing or would
     occur after giving effect to such incurrence;

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

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

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

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

          (o) Indebtedness of Holdings representing the obligation of Holdings
     to make payments with respect to the cancellation or repurchase of certain
     Equity Interests of officers, employees or directors (or their estates) of
     Holdings and its Subsidiaries, to the extent permitted by Section 6.08; and

          (p) Indebtedness consisting of indemnity obligations in connection
     with any Asset Sale permitted hereunder or any Permitted Acquisition so
     long as no claim for indemnity under such obligation has been made.


                                      -87-
<PAGE>
          SECTION 6.02 LIENS. Create, incur, assume or permit to exist, directly
or indirectly, any Lien on any property now owned or hereafter acquired by it or
on any income or revenues or rights in respect of any thereof, except the
following (collectively, the "PERMITTED LIENS"):

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

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

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

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


                                      -88-
<PAGE>
          (e) Liens arising out of judgments, attachments or awards not
     resulting in a Default and in respect of which such Company shall in good
     faith be prosecuting an appeal or proceedings for review in respect of
     which there shall be secured a subsisting stay of execution pending such
     appeal or proceedings and, in the case of any such Lien which has or may
     become a Lien against any of the Collateral, such Lien and the contest
     thereof shall satisfy the Contested Collateral Lien Conditions;

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

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

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

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

          (j) bankers' Liens, rights of setoff and other similar Liens existing
     solely with respect to cash and Cash Equivalents on deposit in one or more
     accounts maintained by any Company, in each case granted in the ordinary
     course of business in favor of the bank or banks with which such accounts
     are maintained, securing amounts owing to such bank with respect to cash
     management and operating account arrangements, including those involving
     pooled accounts and netting arrangements; provided that, unless such Liens
     are non-consensual and arise by operation of law, in no case shall any such
     Liens secure (either directly or indirectly) the repayment of any
     Indebtedness;


                                      -89-
<PAGE>
          (k) Liens on property of a person existing at the time such person is
     acquired or merged with or into or consolidated with any Company to the
     extent permitted hereunder (and not created in anticipation or
     contemplation thereof); provided that such Liens do not extend to property
     not subject to such Liens at the time of acquisition (other than
     improvements thereon) and are no more favorable to the lienholders than
     such existing Lien;

          (l) (i) Liens granted pursuant to the Security Documents to secure the
     Secured Obligations and (ii) Liens granted on the Collateral to secure the
     Second Lien Obligations; provided that, the case of this clause (ii), such
     Lien is subordinated to the Liens securing the Obligations in accordance
     with the terms of the Intercreditor Agreement;

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

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

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

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

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

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

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

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

          SECTION 6.03 SALE AND LEASEBACK TRANSACTIONS. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property


                                      -90-
<PAGE>
being sold or transferred (a "SALE AND LEASEBACK TRANSACTION") unless (i) the
sale of such property is permitted by Section 6.06 and (ii) any Liens arising in
connection with its use of such property are permitted by Section 6.02.

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

          (a) the Companies may consummate the Transactions in accordance with
     the provisions of the Transaction Documents;

          (b) Investments outstanding on the Closing Date and identified on
     Schedule 6.04(b);

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

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

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

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

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

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

          (i) Investments made by Borrower or any Subsidiary in Joint Ventures
     in an aggregate amount for all such Joint Ventures not to exceed $20.0
     million total during the existence of this Agreement;


                                      -91-
<PAGE>
          (j) Investments in pledges, deposits and payment or performance bonds
     made or given in the ordinary course of business;

          (k) Investments in Capital Expenditures of the Loan Parties, to the
     extent such Capital Expenditures are otherwise permitted hereunder;

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

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

          (n) Investments in respect of Permitted Acquisitions; and

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

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

          (a) the Transactions as contemplated by the Transaction Documents;

          (b) Asset Sales in compliance with Section 6.06;

          (c) acquisitions in compliance with Section 6.07;

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

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

          To the extent the Required Lenders waive the provisions of this
Section 6.05 with respect to the sale of any Collateral, or any Collateral is
sold as permitted by this Section 6.05, such Collateral (unless sold to a
Company and only to the extent that the Lien of the Second Lien Secured Parties
on such Collateral is released on the same terms) shall be sold free and clear
of the Liens created by the Security Documents, and the Agents shall take all
actions they deem appropriate in order to effect the foregoing.

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

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


                                      -92-
<PAGE>
     to maintain or is no longer useful in the conduct of the business of the
     Companies taken as a whole;

          (b) (i) the sale of all or any substantial part of any one (and only
     one) of (x) the Midcon Assets, (y) the Waha Assets or (z) the North
     Louisiana Assets; provided that Borrower has elected to have such sale
     qualify under this Section 6.06(b)(i) pursuant to written notice to
     Administrative Agent and (ii) other Asset Sales; provided that the
     aggregate consideration received in respect of all Asset Sales pursuant to
     this clause (ii) shall not exceed $20.0 million in any four consecutive
     fiscal quarters of Borrower;

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

          (d) the Transactions as contemplated by the Transaction Documents;

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

          (f) Investments in compliance with Section 6.04;

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

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

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

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

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

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

          To the extent the Required Lenders waive the provisions of this
Section 6.06 with respect to the sale of any Collateral, or any Collateral is
sold as permitted by this Section 6.06, such Collateral (unless sold to a
Company and only to the extent that the Lien of the Second Lien Secured Parties
on such Collateral is released on the same terms) shall be sold free and clear
of the Liens created by the Security Documents, and the Agents shall take all
actions they deem appropriate in order to effect the foregoing.

          SECTION 6.07 ACQUISITIONS. Purchase or otherwise acquire (in one or a
series of related transactions) any part of the property (whether tangible or
intangible) of any person (or agree to do any of the foregoing at any future
time), except that the following shall be permitted:

          (a) Capital Expenditures by Borrower and the Subsidiaries shall be
     permitted to the extent permitted by Section 6.10(c);


                                      -93-
<PAGE>
          (b) purchases and other acquisitions of tangible or intangible
     property in the ordinary course of business;

          (c) Investments in compliance with Section 6.04;

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

          (e) the Transactions as contemplated by the Transaction Documents and
     the Amendment Transactions as contemplated by the Amendment Transaction
     Documents;

          (f) Permitted Acquisitions; and

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

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

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

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

          (b) payments to Holdings to permit Holdings, and the subsequent use of
     such payments by Holdings, to repurchase or redeem, or dividends to any
     other Parent Company to repurchase or redeem, Qualified Capital Stock of
     any Parent Company held by officers, directors or employees or former
     officers, directors or employees (or their transferees, estates or
     beneficiaries under their estates) of any Company or any Parent Company,
     upon their death, disability, retirement, severance or termination of
     employment or service; provided that the aggregate cash consideration paid
     for all such redemptions and payments shall not exceed, in any fiscal year,
     $5.0 million;

          (c) (A) to the extent actually used by any Parent Company to pay such
     taxes, costs and expenses, payments by Borrower or any Parent Company to or
     on behalf of any Parent Company in an amount sufficient to pay franchise
     taxes and other fees required to maintain the legal existence of such
     Parent Company, and (B) payments by Borrower or any Parent Company to or on
     behalf of any Parent Company in an amount sufficient to pay out-of-pocket
     legal, accounting and filing costs and other expenses in the nature of
     overhead in the ordinary course of business of such Parent Company in an
     aggregate amount not to exceed $2.5 million in any fiscal year for all
     Parent Companies;

          (d) Permitted Tax Distributions;

          (e) payments to Holdings, and by Holdings to any Subsidiary of
     Sponsor, so long as Holdings or such Subsidiary of Sponsor uses such
     payments to make payments pursuant to Section 6.09(e);


                                      -94-
<PAGE>
          (f) payments to Holdings, and by Holdings to any Subsidiary of
     Sponsor, at any time up to the amount of the Excess Cash Flow Basket then
     in effect; and

          (g) cash payments by Holdings to be made in lieu of the issuance of
     fractional shares in connection with the exercise of any options, warrants
     and similar rights for Equity Interests in any Parent Company; and

          (h) so long as no Default or Event of Default has occurred or is
     continuing either prior to or after giving effect to such Dividends,
     Dividends to Holdings, and by Holdings to holders of its Equity Interests,
     at any time after an IPO up to the amount of Available Cash.

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

          (a) Dividends permitted by Section 6.08;

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

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

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

          (e) so long as no Event of Default exists (except that an Event of
     Default shall not prohibit the payment of reimbursable reasonable
     out-of-pocket expenses), the payment of (i) regular management fees and
     reimbursable reasonable out-of-pocket expenses to Sponsor or its Affiliates
     in the amounts and at the times specified in the Monitoring and Oversight
     Agreement, as in effect on the Closing Date or as thereafter amended or
     replaced in any manner, that, taken as a whole, is not more adverse to the
     interests of the Lenders in any material respect than such agreement as it
     was in effect on the Closing Date; provided that payments thereunder shall
     in any event not exceed $2.5 million per fiscal year plus any reimbursable
     reasonable out-of-pocket expenses and (ii) transaction fees and
     reimbursable reasonable out-of-pocket expenses to Sponsor or its Affiliates
     in the amounts and at the times specified in the Financial Advisory
     Agreement, as in effect on the Closing Date or as thereafter amended or
     replaced in any manner, that, taken as a whole, is not more adverse to the
     interests of the Lenders in any material respect than such agreement as it
     was in effect on the Closing Date;

          (f) the existence of, and the performance by any Loan Party of its
     obligations under the terms of, any limited liability company, limited
     partnership or other Organizational Document or securityholders agreement
     (including any registration rights agreement or purchase agreement related
     thereto) to which it is a party on the Amendment Effectiveness Date and
     which has been


                                      -95-
<PAGE>
     disclosed to the Lenders as in effect on the Amendment Effectiveness Date,
     and similar agreements that it may enter into thereafter; provided,
     however, that the existence of, or the performance by any Loan Party of
     obligations under, any amendment to any such existing agreement or any such
     similar agreement entered into after the Amendment Effectiveness Date shall
     only be permitted by this Section 6.09(f) to the extent not more adverse to
     the interest of the Lenders in any material respect, when taken as a whole,
     than any of such documents and agreements as in effect on the Amendment
     Effectiveness Date;

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

          (h) any transaction with an Affiliate where the only consideration
     paid by any Loan Party is Qualified Capital Stock of Holdings; and

          (i) the Transactions as contemplated by the Transaction Documents.

          SECTION 6.10 FINANCIAL COVENANTS.

          (a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, for
the last day of any Test Period ending during any period set forth in the table
below, to exceed the ratio set forth opposite such period in the table below:

<TABLE>
<CAPTION>
                PERIOD                  LEVERAGE RATIO
                ------                  --------------
<S>                                     <C>
Closing Date    - March 31, 2005          5.75 to 1.0
April 1, 2005   - September 30, 2005      5.50 to 1.0
October 1, 2005 - March 31, 2006          5.25 to 1.0
April 1, 2006   - September 30, 2006      5.00 to 1.0
October 1, 2006 - December 31, 2006       4.75 to 1.0
January 1, 2007 - December 31, 2007       4.00 to 1.0
January 1, 2008 - December 31, 2008       3.50 to 1.0
January 1, 2009 - Final Maturity Date     3.00 to 1.0
</TABLE>

          (b) Minimum Interest Coverage Ratio. Permit the Consolidated Interest
Coverage Ratio, for the last day of any Test Period ending during any period set
forth in the table below, to be less than the ratio set forth opposite such
period in the table below:

<TABLE>
<CAPTION>
                                           INTEREST
                PERIOD                  COVERAGE RATIO
                ------                  --------------
<S>                                     <C>
Closing Date    - September 30, 2005      2.50 to 1.0
October 1, 2005 - June 30, 2006           2.75 to 1.0
July 1, 2006    - December 31, 2006       3.00 to 1.0
</TABLE>


                                      -96-
<PAGE>
<TABLE>
<S>                                     <C>
January 1, 2007 - December 31, 2007       3.25 to 1.0
January 1, 2008 - December 31, 2008       3.50 to 1.0
January 1, 2009 - Final Maturity Date     4.00 to 1.0
</TABLE>

          (c) Limitation on Capital Expenditures. Permit the aggregate amount of
Capital Expenditures made in any period set forth below, to exceed the amount
set forth opposite such period below:

<TABLE>
<CAPTION>
                PERIOD                  AMOUNT (IN MILLIONS)
                ------                  --------------------
<S>                                     <C>
January 1, 2004 - December 31, 2004            $ 24.0
January 1, 2005 - December 31, 2005            $135.0
January 1, 2006 - December 31, 2006            $ 25.0
January 1, 2007 - December 31, 2007            $ 15.0
January 1, 2008 - December 31, 2008            $ 15.0
January 1, 2009 - December 31, 2009            $ 15.0
January 1, 2010 - Final Maturity Date          $  7.5
</TABLE>

; provided, however, that (x) if the aggregate amount of Capital Expenditures
made in any fiscal year shall be less than the maximum amount of Capital
Expenditures permitted under this Section 6.10(c) for such fiscal year (before
giving effect to any carryover), then such shortfall (without giving effect to
clause (z) below) may be added to the amount of Capital Expenditures permitted
under this Section 6.10(c) for the immediately succeeding (but not any other)
fiscal year, (y) in determining whether any amount is available for carryover,
the amount expended in any fiscal year shall first be deemed to be from the
amount allocated to such fiscal year (before giving effect to any carryover) and
(z) the amount set forth in the table above for any period may be increased by
the amount of Net Cash Proceeds of Excluded Issuances designated for Capital
Expenditures for such period during such period and the amount of the Excess
Cash Flow Basket in effect at any time.

          SECTION 6.11 PREPAYMENTS OF OTHER INDEBTEDNESS; MODIFICATIONS OF
ORGANIZATIONAL DOCUMENTS AND OTHER DOCUMENTS, ETC. Directly or indirectly:

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

          (b) prepay any principal of or premium under the Second Lien
     Agreement; provided that Borrower may prepay Second Lien Loans at a time
     when all Term Loans have been repaid in full and no Revolving Loans or
     Letters of Credit (unless cash collateralized on terms reasonably
     acceptable to the Administrative Agent) are outstanding (including after
     giving effect to such prepayment under the Second Lien Agreement) if and to
     the extent such prepayment is not with Net Cash Proceeds or Excess Cash
     Flow required to be used to repay Loans and/or reduce Revolving Commitments
     under Section 2.10(c), (d), (e), (f), or (g);


                                      -97-
<PAGE>
          (c) amend or otherwise change the terms of the Second Lien Loan
     Documents or make any payment consistent with an amendment thereof or
     change thereto, if the effect of such amendment or change is to (i)
     increase the interest rate applicable thereto, (ii) change (to earlier
     dates) any dates upon which payments of principal or interest are due
     thereon, (iii) change any event of default or condition to an event of
     default with respect thereto (other than to eliminate any such event of
     default, increase any grace period related thereto or otherwise make such
     event of default more favorable to the Loan Parties) or add any event of
     default, (iv) change any financial maintenance covenant therein in a manner
     that would not preserve, on equivalent economic terms, the absolute or
     percentage difference (whichever is greater) that exists on the date hereof
     between such numerical threshold or limitation herein and the corresponding
     threshold or limitation in the Second Lien Agreement or add any new
     financial maintenance covenant, (v) change the prepayment provisions of the
     Second Lien Agreement if such change would have the effect of increasing
     prepayments thereunder or making such prepayments due earlier or add any
     mandatory prepayments thereto, (vi) change the subordination provisions
     thereof (or of any guaranty thereof), (vii) change or release any
     collateral therefor, or (viii) make any other amendment thereof or change
     thereto, if the effect of such amendment or change with all other
     amendments or changes made, is to increase materially the obligations of
     the obligors thereunder or to confer any additional rights on the lenders
     under the Second Lien Agreement (or a representative on their behalf) that
     would be adverse to the Loan Parties or any Lender;

          (d) amend or modify, or permit the amendment or modification of, any
     provision of any Transaction Document (other than the Second Lien Loan
     Documents) or the documents governing the Regency Equity Financing in any
     manner that is adverse in any material respect to the interests of the
     Lenders; or

          (e) terminate, amend, modify (including electing to treat any Pledged
     Interests (as defined in the Security Agreement) as a "security" under
     Section 8-103 of the UCC) or change any of its Organizational Documents
     (including by the filing or modification of any certificate of designation)
     or any agreement to which it is a party with respect to its Equity
     Interests (including any stockholders' agreement), or enter into any new
     agreement with respect to its Equity Interests, other than any such
     amendments, modifications or changes or such new agreements which are not
     adverse in any material respect to the interests of the Lenders; provided
     that Holdings may issue such Equity Interests, so long as such issuance is
     not prohibited by Section 6.13 or any other provision of this Agreement,
     and may amend its Organizational Documents to authorize any such Equity
     Interests.

          SECTION 6.12 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.
Directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
pay dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by Borrower or any Subsidiary, or
pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or
advances to Borrower or any Subsidiary or (c) transfer any of its properties to
Borrower or any Subsidiary, except for such encumbrances or restrictions
existing under or by reason of (i) applicable Requirements of Law; (ii) this
Agreement and the other Loan Documents; (iii) the Second Lien Agreement; (iv)
customary provisions restricting subletting or assignment of any lease governing
a leasehold interest of a Subsidiary; (v) customary provisions restricting
assignment of any agreement entered into by a Subsidiary in the ordinary course
of business; (vi) any holder of a Lien permitted by Section 6.02 restricting the
transfer of the property subject thereto; (vii) customary restrictions and
conditions contained in any agreement relating to the sale of any property
permitted under Section 6.06 pending the consummation of such sale; (viii) any
agreement in effect at the


                                      -98-
<PAGE>
time such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement
was not entered into in connection with or in contemplation of such person
becoming a Subsidiary of Borrower; (ix) without affecting the Loan Parties'
obligations under Section 5.11, customary provisions in partnership agreements,
limited liability company organizational governance documents, asset sale and
stock sale agreements and other similar agreements entered into in the ordinary
course of business that restrict the transfer of ownership interests in such
partnership, limited liability company or similar person; (x) restrictions on
cash or other deposits or net worth imposed by suppliers or landlords under
contracts entered into in the ordinary course of business; (xi) any instrument
governing Indebtedness assumed in connection with any Permitted Acquisition,
which encumbrance or restriction is not applicable to any person, or the
properties or assets of any person, other than the person or the properties or
assets of the person so acquired; (xii) in the case of any joint venture which
is not a Loan Party in respect of any matters referred to in clauses (b) and (c)
above, restrictions in such person's Organizational Documents or pursuant to any
joint venture agreement or stockholders agreements solely to the extent of the
Equity Interests of or property held in the subject joint venture or other
entity; or (xiii) any encumbrances or restrictions imposed by any amendments or
refinancings that are otherwise permitted by the Loan Documents of the
contracts, instruments or obligations referred to in clauses (iii) or (viii)
above; provided that such amendments or refinancings are no more materially
restrictive with respect to such encumbrances and restrictions than those prior
to such amendment or refinancing.

          SECTION 6.13 LIMITATION ON ISSUANCE OF CAPITAL STOCK.

          (a) With respect to Holdings, issue any Equity Interest that is not
Qualified Capital Stock.

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

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

          SECTION 6.15 BUSINESS.

          (a) With respect to Holdings, engage in any business activities or
have any properties or liabilities, other than (i) its ownership of the Equity
Interests of Borrower, (ii) obligations under the Loan Documents, the Second
Lien Loan Documents, the Acquisition Documents and relating to the Transactions
and (iii) activities and properties incidental to the foregoing clauses (i) and
(ii) and the maintenance


                                      -99-
<PAGE>
of its existence and legal, tax and accounting matters in connection with any
activity otherwise expressly permitted hereunder.

          (b) With respect to Borrower and the Subsidiaries, engage (directly or
indirectly) in any business other than those businesses in which Borrower and
its Subsidiaries are engaged on the Closing Date as described in the Original
Confidential Information Memorandum (or which are reasonably related thereto or
are reasonable extensions thereof).

          SECTION 6.16 LIMITATION ON ACCOUNTING CHANGES. Except as set forth on
Schedule 6.16, make or permit any change in accounting policies or reporting
practices, without the consent of the Required Lenders, which consent shall not
be unreasonably withheld, except changes that are required by GAAP.

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

          SECTION 6.18 NO FURTHER NEGATIVE PLEDGE. Enter into any agreement,
instrument, deed or lease which prohibits or limits the ability of any Loan
Party to create, incur, assume or suffer to exist any Lien upon any of their
respective properties or revenues, whether now owned or hereafter acquired, or
which requires the grant of any security for an obligation if security is
granted for another obligation, except the following: (1) this Agreement and the
other Loan Documents; (2) covenants in documents creating Liens permitted by
Section 6.02 prohibiting further Liens on the properties encumbered thereby; (3)
the Second Lien Agreement, provided that such restriction does not restrict in
any manner (directly or indirectly) Liens securing the Obligations; (4) any
other agreement that does not restrict in any manner (directly or indirectly)
Liens created pursuant to the Loan Documents on any Collateral securing the
Secured Obligations and does not require the direct or indirect granting of any
Lien securing any Indebtedness or other obligation by virtue of the granting of
Liens on or pledge of property of any Loan Party to secure the Secured
Obligations; and (5) any prohibition or limitation that (a) exists pursuant to
applicable Requirements of Law, (b) consists of customary restrictions and
conditions contained in any agreement relating to the sale of any property
permitted under Section 6.06 pending the consummation of such sale, (c)
restricts subletting or assignment of any lease governing a leasehold interest
of Borrower or a Subsidiary, (d) exists in any agreement in effect at the time
such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was
not entered into in contemplation of such person becoming a Subsidiary or (e) is
imposed by any amendments or refinancings that are otherwise permitted by the
Loan Documents of the contracts, instruments or obligations referred to in
clause (3) or (5)(d); provided that such amendments and refinancings are no more
materially restrictive with respect to such prohibitions and limitations than
those prior to such amendment or refinancing.

          SECTION 6.19 ANTI-TERRORISM LAW; ANTI-MONEY LAUNDERING.

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


                                     -100-
<PAGE>
          (b) Cause or permit any of the funds of such Loan Party that are used
to repay the Loans to be derived from any unlawful activity with the result that
the making of the Loans would be in violation of any Requirement of Law.

          SECTION 6.20 EMBARGOED PERSON. Cause or permit (a) any of the funds or
properties of the Loan Parties that are used to repay the Loans to constitute
property of, or be beneficially owned directly or indirectly by, any person
subject to sanctions or trade restrictions under United States law ("EMBARGOED
PERSON" or "EMBARGOED Persons") that is identified on (1) the "List of Specially
Designated Nationals and Blocked Persons" maintained by OFAC and/or on any other
similar list maintained by OFAC pursuant to any authorizing statute including,
but not limited to, the International Emergency Economic Powers Act, 50 U.S.C.
Sections 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.,
and any Executive Order or Requirement of Law promulgated thereunder, with the
result that the investment in the Loan Parties (whether directly or indirectly)
is prohibited by a Requirement of Law, or the Loans made by the Lenders would be
in violation of a Requirement of Law, or (2) the Executive Order, any related
enabling legislation or any other similar Executive Orders or (b) any Embargoed
Person to have any direct or indirect interest, of any nature whatsoever in the
Loan Parties, with the result that the investment in the Loan Parties (whether
directly or indirectly) is prohibited by a Requirement of Law or the Loans are
in violation of a Requirement of Law.

                                   ARTICLE VII

                                    GUARANTEE

          SECTION 7.01 THE GUARANTEE. The Guarantors hereby jointly and
severally guarantee, as a primary obligor and not as a surety to each Secured
Party and their respective successors and assigns, the prompt payment in full
when due (whether at stated maturity, by required prepayment, declaration,
demand, by acceleration or otherwise) of the principal of and interest
(including any interest, fees, costs or charges that would accrue but for the
provisions of the Title 11 of the United States Code after any bankruptcy or
insolvency petition under Title 11 of the United States Code) on the Loans made
by the Lenders to, and the Notes held by each Lender of, Borrower, and all other
Secured Obligations from time to time owing to the Secured Parties by any Loan
Party under any Loan Document or any Hedging Agreement entered into with a
counterparty that is a Secured Party, in each case strictly in accordance with
the terms thereof (such obligations being herein collectively called the
"GUARANTEED OBLIGATIONS"). The Guarantors hereby jointly and severally agree
that if Borrower or other Guarantor(s) shall fail to pay in full when due
(whether at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Guarantors will promptly pay the same in cash, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.

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


                                     -101-
<PAGE>
alter or impair the liability of the Guarantors hereunder which shall remain
absolute, irrevocable and unconditional under any and all circumstances as
described above:

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

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

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

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

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

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

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


                                     -102-
<PAGE>
          SECTION 7.04 SUBROGATION; SUBORDINATION. Each Guarantor hereby agrees
that until the indefeasible payment and satisfaction in full in cash of all
Guaranteed Obligations and the expiration and termination of the Commitments of
the Lenders under this Agreement it shall waive any claim and shall not exercise
any right or remedy, direct or indirect, arising by reason of any performance by
it of its guarantee in Section 7.01, whether by subrogation or otherwise,
against Borrower or any other Guarantor of any of the Guaranteed Obligations or
any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan
Party permitted pursuant to Section 6.01(d) shall be subordinated to such Loan
Party's Secured Obligations in the manner set forth in the Intercompany Note
evidencing such Indebtedness.

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

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

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

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

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


                                     -103-
<PAGE>
Section 7.09 in accordance with the relevant provisions of the Security
Documents; provided that such Guarantor is also released from its obligations
under the Second Lien Loan Documents on the same terms.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

          SECTION 8.01 EVENTS OF DEFAULT. Upon the occurrence and during the
continuance of the following events ("EVENTS OF DEFAULT"):

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

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

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

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

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

          (f) any Company shall (i) fail to pay any principal or interest,
     regardless of amount, due in respect of any Indebtedness (other than the
     Obligations), when and as the same shall become due and payable beyond any
     applicable grace period, or (ii) fail to observe or perform any other term,
     covenant, condition or agreement contained in any agreement or instrument
     evidencing or governing any such Indebtedness if the effect of any failure
     referred to in this clause (ii) is to cause, or to permit the holder or
     holders of such Indebtedness or a trustee or other representative on its or
     their behalf (with or without the giving of notice, the lapse of time or
     both) to cause, such Indebtedness to become due prior to its stated
     maturity or become subject to a mandatory offer purchase by the obligor;
     provided that, other than in the case of the Second Lien Loans, it shall
     not constitute an Event of Default pursuant to this paragraph (f) unless
     the aggregate amount of all such Indebtedness referred to in clauses (i)
     and (ii) exceeds $5.0 million at any one time (provided that, in the case
     of Hedging Obligations, the amount counted for this purpose shall be the
     amount payable by all Companies if such Hedging Obligations were terminated
     at such time);


                                     -104-
<PAGE>
          (g) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed in a court of competent jurisdiction seeking (i)
     relief in respect of any Company, or of a substantial part of the property
     of any Company, under Title 11 of the United States Code, as now
     constituted or hereafter amended, or any other federal, state or foreign
     bankruptcy, insolvency, receivership or similar law; (ii) the appointment
     of a receiver, trustee, custodian, sequestrator, conservator or similar
     official for any Company or for a substantial part of the property of any
     Company; or (iii) the winding-up or liquidation of any Company; and such
     proceeding or petition shall continue undismissed and unstayed for 60 days
     or an order or decree approving or ordering any of the foregoing shall be
     entered;

          (h) any Company shall (i) voluntarily commence any proceeding or file
     any petition seeking relief under Title 11 of the United States Code, as
     now constituted or hereafter amended, or any other federal, state or
     foreign bankruptcy, insolvency, receivership or similar law; (ii) consent
     to the institution of, or fail to contest in a timely and appropriate
     manner, any proceeding or the filing of any petition described in clause
     (g) above; (iii) apply for or consent to the appointment of a receiver,
     trustee, custodian, sequestrator, conservator or similar official for any
     Company or for a substantial part of the property of any Company; (iv) file
     an answer admitting the material allegations of a petition filed against it
     in any such proceeding; (v) make a general assignment for the benefit of
     creditors; (vi) admit in writing its inability or fail generally to pay its
     debts as they become due; (vii) take any action for the purpose of
     effecting any of the foregoing; or (viii) subject to the rights of
     Subsidiaries of Borrower under Section 6.05(e), wind up or liquidate;

          (i) one or more judgments, orders or decrees for the payment of money
     in an aggregate amount in excess of $5.0 million (that are not covered by
     insurance from an insurance company with an A.M. Best financial strength
     rating of at least A-, it being understood that even if such amounts are
     covered by insurance from such an insurance company such amounts shall
     count against such basket if responsibility for such amounts has been
     denied by such insurance company or such insurance company has not been
     promptly notified of such amounts or such insurance company is not
     participating in the defense thereof with customary diligence) shall be
     rendered against any Company or any combination thereof and the same shall
     remain undischarged, unvacated or unbonded for a period of 30 consecutive
     days during which execution shall not be effectively stayed, or any action
     shall be legally taken by a judgment creditor to levy upon properties of
     any Company to enforce any such judgment;

          (j) one or more ERISA Events shall have occurred that, in the opinion
     of the Required Lenders, when taken together with all other such ERISA
     Events, could reasonably be expected to result in a Material Adverse
     Effect;

          (k) any security interest and Lien purported to be created by any
     Security Document with respect to any Collateral worth, individually or in
     the aggregate, in excess of $1.0 million shall cease to be in full force
     and effect, or shall cease to give the Collateral Agent, for the benefit of
     the Secured Parties, the Liens, rights, powers and privileges purported to
     be created and granted under such Security Document (including a perfected
     First Priority security interest in and Lien on all of such Collateral
     (except as otherwise expressly provided in this Agreement or such Security
     Document)) in favor of the Collateral Agent, or shall be asserted by
     Borrower or any other Loan Party not to be a valid, perfected, First
     Priority (except as otherwise expressly provided in this Agreement or such
     Security Document) security interest in or Lien on such Collateral;


                                     -105-
<PAGE>
          (l) any Loan Document or any material provisions thereof shall at any
     time and for any reason be declared by a court of competent jurisdiction to
     be null and void, or a proceeding shall be commenced by any Loan Party or
     any other person, or by any Governmental Authority, seeking to establish
     the invalidity or unenforceability thereof (exclusive of questions of
     interpretation of any provision thereof), or any Loan Party shall repudiate
     or deny any portion of its liability or obligation for the Obligations; or

          (m) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to Holdings or
Borrower described in paragraph (g) or (h) above), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to Borrower, take either or
both of the following actions, at the same or different times: (i) terminate
forthwith the Commitments and (ii) declare the Loans and Reimbursement
Obligations then outstanding to be forthwith due and payable in whole or in
part, whereupon the principal of the Loans and Reimbursement Obligations so
declared to be due and payable, together with accrued interest thereon and any
unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrower and the Guarantors, anything contained
herein or in any other Loan Document to the contrary notwithstanding; and in any
event, with respect to Holdings or Borrower described in paragraph (g) or (h)
above, the Commitments shall automatically terminate and the principal of the
Loans and Reimbursement Obligations then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other Obligations of
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by
Borrower and the Guarantors, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

          SECTION 8.02 RESCISSION. If at any time after termination of the
Commitments or acceleration of the maturity of the Loans, Borrower shall pay all
arrears of interest and all payments on account of principal of the Loans and
Reimbursement Obligations owing by it that shall have become due otherwise than
by acceleration (with interest on principal and, to the extent permitted by law,
on overdue interest, at the rates specified herein) and all Defaults (other than
non-payment of principal of and accrued interest on the Loans due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant Section
10.02, then upon the written consent of the Required Lenders and written notice
to Borrower, the termination of the Commitments or the acceleration and their
consequences may be rescinded and annulled; but such action shall not affect any
subsequent Default or impair any right or remedy consequent thereon. The
provisions of the preceding sentence are intended merely to bind the Lenders and
the Issuing Bank to a decision that may be made at the election of the Required
Lenders, and such provisions are not intended to benefit Borrower and do not
give Borrower the right to require the Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.

          SECTION 8.03 APPLICATION OF PROCEEDS. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, in full or in part, together
with any other sums then held by the Collateral Agent pursuant to this
Agreement, promptly by the Collateral Agent as follows:

          (a) First, to the payment of all reasonable costs and expenses, fees,
     commissions and taxes of such sale, collection or other realization
     including compensation to the Collateral Agent


                                     -106-
<PAGE>
     and its agents and counsel, and all expenses, liabilities and advances made
     or incurred by the Collateral Agent in connection therewith and all amounts
     for which the Collateral Agent is entitled to indemnification pursuant to
     the provisions of any Loan Document, together with interest on each such
     amount at the highest rate then in effect under this Agreement from and
     after the date such amount is due, owing or unpaid until paid in full;

          (b) Second, to the payment of all other reasonable costs and expenses
     of such sale, collection or other realization including compensation to the
     other Secured Parties and their agents and counsel and all costs,
     liabilities and advances made or incurred by the other Secured Parties in
     connection therewith, together with interest on each such amount at the
     highest rate then in effect under this Agreement from and after the date
     such amount is due, owing or unpaid until paid in full;

          (c) Third, without duplication of amounts applied pursuant to clauses
     (a) and (b) above, to the indefeasible payment in full in cash, pro rata,
     of interest and other amounts constituting Obligations (other than
     principal and Reimbursement Obligations) and any fees, premiums and
     scheduled periodic payments due under Hedging Agreements constituting
     Secured Obligations and any interest accrued thereon, in each case equally
     and ratably in accordance with the respective amounts thereof then due and
     owing;

          (d) Fourth, to the indefeasible payment in full in cash, pro rata, of
     principal amount of the Obligations (including Reimbursement Obligations)
     and any breakage, termination or other payments under Hedging Agreements
     constituting Secured Obligations and any interest accrued thereon; and

          (e) Fifth, the balance, if any, to the person lawfully entitled
     thereto (including the applicable Loan Party or its successors or assigns)
     or as a court of competent jurisdiction may direct.

          In the event that any such proceeds are insufficient to pay in full
the items described in clauses (a) through (e) of this Section 8.03, the Loan
Parties shall remain liable, jointly and severally, for any deficiency. Each
Loan Party acknowledges the relative rights, priorities and agreements of the
Secured Parties and the Second Lien Secured Parties, as set forth in the
Intercreditor Agreement and this Agreement, including as set forth in this
Section 8.03.

          SECTION 8.04 Holdings' Right to Cure.

          (a) Cure Right Mechanics. Notwithstanding anything to the contrary
contained in Section 8.01, in the event that Borrower fails to comply with the
requirements of Section 6.10(a), (b) or (c), until the expiration of the 10th
day subsequent to the date the certificate calculating such covenant is required
to be delivered pursuant to Section 5.01(c), Holdings shall have the right to
issue Permitted Cure Securities for cash or otherwise receive cash contributions
to the capital of Holdings, and, in each case, to contribute any such cash to
the capital of Borrower (collectively, the "CURE RIGHT"), and upon the receipt
by Borrower of such cash (the "CURE AMOUNT") pursuant to the exercise by
Holdings of such Cure Right such covenant shall be recalculated giving effect to
the following pro forma adjustments:

          (i) if such Cure Right is exercised with respect to (x) Section
     6.10(a) or (b), Consolidated EBITDA shall be increased, solely for the
     purpose of measuring such covenants and not for any other purpose under
     this Agreement, by an amount equal to the Cure Amount and (y)


                                      -107-
<PAGE>
     Section 6.10(c), the amount of Capital Expenditures allowed for such period
     shall be increased, solely for the purpose of measuring such covenants and
     not for any other purpose under this Agreement, by an amount equal to the
     Cure Amount; and

          (ii) If, after giving effect to the foregoing recalculations, Holdings
     shall then be in compliance with the requirements of all such covenants,
     Holdings shall be deemed to have satisfied the requirements of such
     covenants as of the relevant date of determination with the same effect as
     though there had been no failure to comply therewith at such date, and the
     applicable breach or default of either such covenant that had occurred
     shall be deemed cured for this purposes of the Agreement.

          (b) Limitation on Exercise of Cure Right. Notwithstanding anything
herein to the contrary, (a) in each four-fiscal-quarter period there shall be at
least one fiscal quarter in which the Cure Right is not exercised, (b) in each
eight-fiscal-quarter period, there shall be a period of at least four
consecutive fiscal quarters during which the Cure Right is not exercised and (c)
the Cure Amount shall be no greater than the amount required for purposes of
complying with such covenants.

                                   ARTICLE IX

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

          SECTION 9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the
Issuing Bank hereby irrevocably appoints UBS AG, Stamford Branch, to act on its
behalf as the Administrative Agent and the Collateral Agent hereunder and under
the other Loan Documents and authorizes such Agents to take such actions on its
behalf and to exercise such powers as are delegated to such Agents by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of
the Administrative Agent, the Collateral Agent, the Lenders and the Issuing
Bank, and neither Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.

          SECTION 9.02 RIGHTS AS A LENDER. Each person serving as an Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not an Agent and
the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or
unless the context otherwise requires, include each person serving as an Agent
hereunder in its individual capacity. Such person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with Borrower
or any Subsidiary or other Affiliate thereof as if such person were not an Agent
hereunder and without any duty to account therefor to the Lenders.

          SECTION 9.03 EXCULPATORY PROVISIONS. No Agent shall have any duties
or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, no Agent:

          (i) shall be subject to any fiduciary or other implied duties,
     regardless of whether a Default has occurred and is continuing;

          (ii) shall have any duty to take any discretionary action or exercise
     any discretionary powers, except discretionary rights and powers expressly
     contemplated hereby or by the other Loan Documents that such Agent is
     required to exercise as directed in writing by the Required


                                      -108-
<PAGE>
     Lenders (or such other number or percentage of the Lenders as shall be
     expressly provided for herein or in the other Loan Documents); provided
     that such Agent shall not be required to take any action that, in its
     judgment or the judgment of its counsel, may expose such Agent to liability
     or that is contrary to any Loan Document or applicable Requirements of Law;
     and

          (iii) shall, except as expressly set forth herein and in the other
     Loan Documents, have any duty to disclose, and shall not be liable for the
     failure to disclose, any information relating to Borrower or any of its
     Affiliates that is communicated to or obtained by the person serving as
     such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circumstances as provided in Section
10.02) or (y) in the absence of its own gross negligence or willful misconduct.
No Agent shall be deemed to have knowledge of any Default unless and until
notice describing such Default is given to such Agent by Borrower, a Lender or
the Issuing Bank.

          No Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to such Agent. Without limiting the
generality of the foregoing, the use of the term "agent" in this Agreement with
reference to the Administrative Agent or the Collateral Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term us used merely as a
matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.

          SECTION 9.04 RELIANCE BY AGENT. Each Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper person. Each Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or
the issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the Issuing Bank, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the Issuing Bank
unless the Administrative Agent shall have received notice to the contrary from
such Lender or the Issuing Bank prior to the making of such Loan or the issuance
of such Letter of Credit. Each Agent may consult with legal counsel (who may be
counsel for Borrower), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.

          SECTION 9.05 DELEGATION OF DUTIES. Each Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub-agents appointed by such Agent.
Each Agent and any such sub-agent may perform any


                                     -109-
<PAGE>
and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of each Agent and any
such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Agent.

          SECTION 9.06 RESIGNATION OF AGENT. Each Agent may at any time give
notice of its resignation to the Lenders, the Issuing Bank and Borrower. Upon
receipt of any such notice of resignation, the Required Lenders shall have the
right, in consultation with Borrower, to 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 Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring Agent may on behalf of the Lenders and the Issuing Bank, appoint a
successor Agent meeting the qualifications set forth above provided that if the
Agent shall notify Borrower and the Lenders that no qualifying person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any collateral security held by the
Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the
Loan Documents, the retiring Collateral Agent shall continue to hold such
collateral security as nominee until such time as a successor Collateral Agent
is appointed) and (2) all payments, communications and determinations provided
to be made by, to or through an Agent shall instead be made by or to each Lender
and the Issuing Bank directly, until such time as the Required Lenders appoint a
successor Agent as provided for above in this paragraph. Upon the acceptance of
a successor's appointment as Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Agent, and the retiring Agent shall be discharged from all
of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this paragraph). The fees
payable by Borrower to a successor Agent shall be the same as those payable to
its predecessor unless otherwise agreed between Borrower and such successor.
After the retiring Agent's resignation hereunder and under the other Loan
Documents, the provisions of this Article IX and Section 10.03 shall continue in
effect for the benefit of such retiring Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Agent was acting as Agent.

          SECTION 9.07 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender and
the Issuing Bank acknowledges that it has, independently and without reliance
upon any Agent or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender and the Issuing Bank also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

          SECTION 9.08 NO OTHER DUTIES, ETC.; APPOINTMENT. Anything herein to
the contrary notwithstanding, none of the Bookmanagers, Arrangers, Syndication
Agent or Documentation Agents listed on the cover page hereof shall have any
powers, duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
the Collateral Agent, a Lender or the Issuing Bank hereunder. The Administrative
Agent and Borrower may appoint additional or different Syndication Agents and
Documentation Agents and amend (or amend and restate) this Agreement to reflect
such appointments without the approval of any Lender other than any resigning
Syndication Agent or Documentation Agent.


                                     -110-
<PAGE>
          SECTION 9.09 INTERCREDITOR AGREEMENT. Notwithstanding anything herein
to the contrary, each Lender also acknowledges that the Lien and security
interest granted to the Collateral Agent pursuant to the Security Documents and
the exercise of any right or remedy by the Collateral Agent thereunder are
subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and the Security
Documents, the terms of the Intercreditor Agreement shall govern and control.

                                    ARTICLE X

                                  MISCELLANEOUS

          SECTION 10.01 NOTICES.

          (a) Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier as follows:

          (i)  if to any Loan Party, to Borrower at:

               Regency Gas Services LLC
               1700 Pacific Avenue, Suite 2900
               Dallas, Texas 75201
               Attention: James W. Hunt
               Telecopier No.: (214) 750-1749
               Email: jim.hunt@regencygas.com

               with a copy to:

               HMTF Regency, L.P.
               200 Crescent Court, Suite 1600
               Dallas, TX 75201
               Attention: Jason Downie
               Telecopier No.: (214) 720-7888
               Email: jdownie@hmtf.com

               and

               Vinson & Elkins L.L.P.
               2001 Ross Avenue, Suite 3700
               Dallas, TX 75201
               Attention: Rodney Moore, Esq.
               Telecopier No.: (214) 999-7781
               Email: rmoore@velaw.com


                                      -111-
<PAGE>
          (ii) if to the Administrative Agent, the Collateral Agent, Swingline
     Lender or Issuing Bank, to it at:

               UBS AG, Stamford Branch
               677 Washington Boulevard
               Stamford, Connecticut 06901
               Attention: Joselin Fernandes
               Telecopier No.: (203) 719-4176
               Email: joselin.fernandes@ubs.com

          (iii) if to a Lender, to it at its address (or telecopier number) set
     forth in its Administrative Questionnaire; and

          (iv) if to the Swingline Lender, to it at:

               UBS Loan Finance LLC
               677 Washington Boulevard
               Stamford, Connecticut 06901
               Attention: Joselin Fernandes
               Telecopier No.: (203) 719-4176
               Email: joselin.fernandes@ubs.com

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in paragraph (b) below, shall be effective as provided in said
paragraph (b).

          (b) Electronic Communications. Notices and other communications to the
Lenders and the Issuing Bank hereunder may (subject to Section 10.01(d)) be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices to
any Lender or the Issuing Bank pursuant to Article II if such Lender or the
Issuing Bank, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication.
The Administrative Agent, the Collateral Agent or Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it (including as
set forth in Section 10.01(d)); provided that approval of such procedures may be
limited to particular notices or communications.

          Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement); provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.


                                      -112-
<PAGE>
          (c) Change of Address, Etc. Any party hereto may change its address or
telecopier number for notices and other communications hereunder by notice to
the other parties hereto.

          (d) Posting. Each Loan Party hereby agrees that it will provide to the
Administrative Agent all information, documents and other materials that it is
obligated to furnish to the Administrative Agent pursuant to this Agreement and
any other Loan Document, including all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but
excluding any such communication that (i) relates to a request for a new, or a
conversion of an existing, Borrowing or other extension of credit (including any
election of an interest rate or interest period relating thereto), (ii) relates
to the payment of any principal or other amount due under this Agreement prior
to the scheduled date therefor, (iii) provides notice of any Default under this
Agreement or (iv) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any borrowing or other extension
of credit hereunder (all such non-excluded communications, collectively, the
"COMMUNICATIONS"), by transmitting the Communications in an electronic/soft
medium in a format reasonably acceptable to the Administrative Agent at
joselin.fernandes@ubs.com or at such other e-mail address(es) provided to
Borrower from time to time or in such other form, including hard copy delivery
thereof, as the Administrative Agent shall require. In addition, each Loan Party
agrees to continue to provide the Communications to the Administrative Agent in
the manner specified in this Agreement or any other Loan Document or in such
other form, including hard copy delivery thereof, as the Administrative Agent
shall require. Nothing in this Section 10.01 shall prejudice the right of the
Agents, any Lender or any Loan Party to give any notice or other communication
pursuant to this Agreement or any other Loan Document in any other manner
specified in this Agreement or any other Loan Document or as any such Agent
shall require.

          To the extent consented to by the Administrative Agent in writing from
time to time, Administrative Agent agrees that receipt of the Communications by
the Administrative Agent at its e-mail address(es) set forth above shall
constitute effective delivery of the Communications to the Administrative Agent
for purposes of the Loan Documents; provided that Borrower shall also deliver to
the Administrative Agent an executed original of each Compliance Certificate
required to be delivered hereunder.

          Each Loan Party further agrees that Administrative Agent may make the
Communications available to the Lenders by posting the Communications on
Intralinks or a substantially similar electronic transmission system (the
"PLATFORM"). The Platform is provided "as is" and "as available." The Agents do
not warrant the accuracy or completeness of the Communications, or the adequacy
of the Platform and expressly disclaim liability for errors or omissions in the
communications. No warranty of any kind, express, implied or statutory,
including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from
viruses or other code defects, is made by any Agent in connection with the
Communications or the Platform. In no event shall the Administrative Agent or
any of its Related Parties have any liability to the Loan Parties, any Lender or
any other person for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Loan Party's or the Administrative
Agent's transmission of communications through the Internet, except to the
extent the liability of such person is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from such person's gross
negligence or willful misconduct.

          SECTION 10.02 WAIVERS; AMENDMENT.

          (a) Generally. No failure or delay by any Agent, the Issuing Bank or
any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver


                                      -113-
<PAGE>
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of each Agent, the Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
this Section 10.02, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
any Agent, any Lender or the Issuing Bank may have had notice or knowledge of
such Default at the time. No notice or demand on Borrower in any case shall
entitle Borrower to any other or further notice or demand in similar or other
circumstances.

          (b) Required Consents. Subject to Sections 10.02(c) and (d) and the
Intercreditor Agreement, neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended, supplemented or modified
except, in the case of this Agreement, pursuant to an agreement or agreements in
writing entered into by Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent, the Collateral Agent (in the case of any
Security Document) and the Loan Party or Loan Parties that are party thereto, in
each case with the written consent of the Required Lenders; provided that no
such agreement shall be effective if the effect thereof would:

          (i) increase the Commitment of any Lender without the written consent
     of such Lender (it being understood that no amendment, modification,
     termination, waiver or consent with respect to any condition precedent,
     covenant or Default shall constitute an increase in the Commitment of any
     Lender);

          (ii) reduce the principal amount of any Loan or LC Disbursement or
     reduce the rate of interest thereon (other than interest pursuant to
     Section 2.06(c)), or reduce any Fees payable hereunder, or change the form
     or currency of payment of any Obligation, without the written consent of
     each Lender directly affected thereby (it being understood that any
     amendment or modification to the financial definitions in this Agreement
     shall not constitute a reduction in the rate of interest for purposes of
     this clause (ii));

          (iii) (A) change the scheduled final maturity of any Loan, or any
     scheduled date of payment of or the installment otherwise due on the
     principal amount of any Term Loan under Section 2.09, (B) postpone the date
     for payment of any Reimbursement Obligation or any interest or fees payable
     hereunder, (C) change the amount of, waive or excuse any such payment
     (other than waiver of any increase in the interest rate pursuant to Section
     2.06(c)), or (D) postpone the scheduled date of expiration of any
     Commitment or any Letter of Credit beyond the Revolving Maturity Date, in
     any case, without the written consent of each Lender directly affected
     thereby;

          (iv) increase the maximum duration of Interest Periods hereunder,
     without the written consent of each Lender directly affected thereby;

          (v) permit the assignment or delegation by Borrower of any of its
     rights or obligations under any Loan Document, without the written consent
     of each Lender;


                                     -114-
<PAGE>
          (vi) release Holdings or all or substantially all of the Subsidiary
     Guarantors from their Guarantee (except as expressly provided in Article
     VII), or limit their liability in respect of such Guarantee, without the
     written consent of each Lender;

          (vii) release all or substantially all of the Collateral from the
     Liens of the Security Documents or alter the relative priorities of the
     Secured Obligations entitled to the Liens of the Security Documents, in
     each case without the written consent of each Lender (it being understood
     that additional Classes of Loans pursuant to Sections 2.19 and 2.20 or
     consented to by the Required Lenders may be equally and ratably secured by
     the Collateral with the then existing Secured Obligations under the
     Security Documents);

          (viii) change Section 2.14(b) or (c) in a manner that would alter the
     pro rata sharing of payments or setoffs required thereby or any other
     provision in a manner that would alter the pro rata allocation among the
     Lenders of Loan disbursements, including the requirements of Sections
     2.02(a), 2.17(d) and 2.18(d), without the written consent of each Lender
     directly affected thereby;

          (ix) change any provision of this Section 10.02(b) or Section 10.02(c)
     or (d), without the written consent of each Lender directly affected
     thereby (except for additional restrictions on amendments or waivers for
     the benefit of Lenders of additional Classes of Loans pursuant to Section
     2.19 or consented to by the Required Lenders);

          (x) change the percentage set forth in the definition of "Required
     Lenders," "Required Class Lenders," "Required Revolving Lenders" or any
     other provision of any Loan Document (including this Section) specifying
     the number or percentage of Lenders (or Lenders of any Class) required to
     waive, amend or modify any rights thereunder or make any determination or
     grant any consent thereunder, without the written consent of each Lender
     (or each Lender of such Class, as the case may be), other than to increase
     such percentage or number or to give any additional Lender or group of
     Lenders such right to waive, amend or modify or make any such determination
     or grant any such consent;

          (xi) change the application of prepayments as among or between Classes
     under Section 2.10(h), without the written consent of the Required Class
     Lenders of each Class that is being allocated a lesser prepayment as a
     result thereof (it being understood that the Required Lenders may waive, in
     whole or in part, any prepayment so long as the application, as between
     Classes, of any portion of such prepayment that is still required to be
     made is not changed and, if additional Classes of Term Loans under this
     Agreement pursuant to Section 2.19 or consented to by the Required Lenders
     are made, such new Term Loans may be included on a pro rata basis in the
     various prepayments required pursuant to Section 2.10(h));

          (xii) change or waive the application of prepayments of Term Loans of
     any Class set forth in Section 2.10(h) to the remaining scheduled
     amortization payments to be made thereon under Section 2.09, without the
     written consent of the Required Class Lenders of such Class;

          (xiii) change or waive any provision of Article X as the same applies
     to any Agent, or any other provision hereof as the same applies to the
     rights or obligations of any Agent, in each case without the written
     consent of such Agent;


                                     -115-
<PAGE>
          (xiv) change or waive any obligation of the Lenders relating to the
     issuance of or purchase of participations in Letters of Credit, without the
     written consent of the Required Revolving Lenders, the Administrative Agent
     and the Issuing Bank;

          (xv) change or waive any provision hereof relating to Swingline Loans
     (including the definition of "Swingline Commitment"), without the written
     consent of the Swingline Lender;

          (xvi) expressly change or waive any condition precedent in Section
     4.02 to any Revolving Borrowing without the written consent of the Required
     Revolving Lenders; or

          (xvii) change or waive any provision affecting rights applicable only
     to Lenders holding Tranche B1 Term Loans or Lenders holding Additional Term
     Loan Commitments without the written consent of the Required Tranche B1
     Lenders;

provided, further, that

          (1) any waiver, amendment or modification prior to the achievement of
     a Successful Syndication may not be effected without the written consent of
     the Arranger (such consent not to be unreasonably withheld or delayed); and

          (2) any waiver, amendment or modification of the Intercreditor
     Agreement (and any related definitions) may be effected by an agreement or
     agreements in writing entered into among the Collateral Agent, the
     Administrative Agent, the Required Lenders and the Required Second Lien
     Lenders (without the consent of any Loan Party, so long as such amendment,
     waiver or modification does not impose any additional duties or obligations
     on the Loan Parties or alter or impair any right of any Loan Party under
     the Loan Documents or adversely affect any Loan Party).

Notwithstanding anything in this Section 10.02 to the contrary, any Increase
Joinder or Revolving Loan Joinder may, without the consent of any Lenders other
than those participating in such joinder, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in
the opinion of the Administrative Agent, to effect the provisions of Section
2.19 or 2.20, as applicable.

          (c) Collateral. Without the consent of any other person, the
applicable Loan Party or Parties and the Administrative Agent and/or Collateral
Agent may (in its or their respective sole discretion, or shall, to the extent
required by any Loan Document) enter into any amendment or waiver of any Loan
Document, or enter into any new agreement or instrument, to effect the granting,
perfection, protection, expansion or enhancement of any security interest in any
Collateral or additional property to become Collateral for the benefit of the
Secured Parties, or as required by local law to give effect to, or protect any
security interest for the benefit of the Secured Parties, in any property or so
that the security interests therein comply with applicable Requirements of Law.

          (d) Dissenting Lenders. If, in connection with any proposed change,
waiver, discharge or termination of the provisions of this Agreement as
contemplated by Section 10.02(b), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then Borrower shall have the right to replace such
non-consenting Lender or Lenders, so long as all non-consenting Lenders are so
replaced (or, at the option of Borrower if the respective non-consenting
Lenders' consent is required with respect to less than all Classes of Loans (or
related Commitments), to replace only the Commitments and/or Loans of the
respective non-consenting


                                      -116-
<PAGE>
Lender that gave rise to the need to obtain such Lender's individual consent),
with one or more persons pursuant to Section 2.16 so long as at the time of such
replacement each such new Lender consents to the proposed change, waiver,
discharge or termination.

          SECTION 10.03 EXPENSES; INDEMNITY; DAMAGE WAIVER.

          (a) Costs and Expenses. Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Collateral
Agent and their respective Affiliates (including the reasonable fees, charges
and disbursements of counsel, and local counsel who specialize in gas and
pipeline matters, for the Administrative Agent and/or the Collateral Agent) in
connection with the syndication of the credit facilities provided for herein
(including the obtaining and maintaining of CUSIP numbers for the Loans), the
preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank
(including the fees, charges and disbursements of any counsel, and local counsel
who specialize in gas and pipeline matters, for the Administrative Agent, the
Collateral Agent, any Lender or the Issuing Bank), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section 10.03, or
(B) in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit and
(iv) all documentary and similar taxes and charges in respect of the Loan
Documents.

          (b) Indemnification by Borrower. Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), the Collateral Agent (and any
sub-agent thereof) each Lender and the Issuing Bank, and each Related Party of
any of the foregoing persons (each such person being called an "INDEMNITEE")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel, and local counsel who specialize in gas and
pipeline matters, for any Indemnitee) incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by Borrower or any other Loan Party
arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or Release or threatened Release of Hazardous Materials on, at, under
or from any property owned, leased or operated by any Company at any time, or
any Environmental Claim related in any way to any Company, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by Borrower or any other Loan Party, and regardless
of whether any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee or (y) result from
a claim brought by Borrower or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if Borrower or such Loan Party has


                                      -117-
<PAGE>
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction; provided, further, that
Borrower shall not be required to reimburse the legal fees and expenses of more
than one outside counsel (in addition to any reasonably necessary special
counsel and up to one local counsel in each applicable local jurisdiction) for
all Indemnitees unless, in the reasonable written opinion of outside counsel to
such Indemnitees, representation of all such Indemnitees would be inappropriate
due to the existence of an actual or potential conflict of interest.

          (c) Reimbursement by Lenders. To the extent that Borrower for any
reason fails to indefeasibly pay any amount required under paragraph (a) or (b)
of this Section 10.03 to be paid by it to the Administrative Agent (or any
sub-agent thereof), the Collateral Agent, the Issuing Bank, the Swingline Lender
or any Related Party of any of the foregoing, each Lender severally agrees to
pay to the Administrative Agent (or any such sub-agent), the Collateral Agent
(or any sub-agent thereof), the Issuing Bank, the Swingline Lender or such
Related Party, as the case may be, such Lender's pro rata share (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline
Lender or the Issuing Bank in its capacity as such, or against any Related Party
of any of the foregoing acting for the Administrative Agent (or any such
sub-agent), the Collateral Agent (or any sub-agent thereof), the Swingline
Lender or Issuing Bank in connection with such capacity. The obligations of the
Lenders under this paragraph (c) are subject to the provisions of Section 2.14.
For purposes hereof, a Lender's "pro rata share" shall be determined based upon
its share of the sum of the total Revolving Exposure, outstanding Term Loans and
unused Commitments at the time.

          (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable Requirements of Law, no Loan Party shall assert, and
each Loan Party hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
referred to in paragraph (b) above shall be liable for any damages arising from
the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby.

          (e) Payments. All amounts due under this Section shall be payable not
later than 3 Business Days after demand therefor.

          SECTION 10.04 SUCCESSORS AND ASSIGNS.

          (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent, the Collateral Agent, the
Issuing Lender, the Swingline Lender and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of paragraph (b) of this
Section 10.04, (ii) by way of participation in accordance with the provisions of
paragraph (d) of this Section 10.04 or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of paragraph (f) of this Section
(and any other attempted assignment or transfer by Borrower


                                     -118-
<PAGE>
or any Lender shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in paragraph (d) of this Section and, to the extent
expressly contemplated hereby, the other Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by Lenders. Any Lender may at any time assign to one
or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that

          (i) except in the case of any assignment made in connection with the
     primary syndication of the Commitment and Loans by the Arranger or an
     assignment of the entire remaining amount of the assigning Lender's
     Commitment and the Loans at the time owing to it or in the case of an
     assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
     respect to a Lender, the aggregate amount of the Commitment (which for this
     purpose includes Loans outstanding thereunder) or, if the applicable
     Commitment is not then in effect, the principal outstanding balance of the
     Loans of the assigning Lender subject to each such assignment (determined
     as of the date the Assignment and Assumption with respect to such
     assignment is delivered to the Administrative Agent or, if "Trade Date" is
     specified in the Assignment and Assumption, as of the Trade Date) shall not
     be less than $5.0 million, in the case of any assignment in respect of
     Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case
     of any assignment in respect of Term Loans and/or Term Loan Commitments,
     unless each of the Administrative Agent and, so long as no Event of Default
     has occurred and is continuing, Borrower otherwise consent (each such
     consent not to be unreasonably withheld or delayed);

          (ii) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement with respect to the Loan or the Commitment assigned,
     except that this clause (ii) shall not prohibit any Lender from assigning
     all or a portion of its rights and obligations among separate tranches on a
     non-pro rata basis; and

          (iii) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500, and the Eligible Assignee, if it
     shall not be a Lender, shall deliver to the Administrative Agent an
     Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to paragraph (c) of this Section 10.04, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (d) of this Section
10.04.


                                     -119-
<PAGE>
          (c) Register. The Administrative Agent, acting solely for this purpose
as an agent of Borrower, shall maintain at one of its offices in Stamford,
Connecticut a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and LC Disbursements owing
to, each Lender pursuant to the terms hereof from time to time (the "REGISTER").
The entries in the Register shall be conclusive, and Borrower, the
Administrative Agent, the Issuing Bank and the Lenders 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 Borrower, the
Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with
respect to its own interest only), at any reasonable time and from time to time
upon reasonable prior notice.

          (d) Participations. Any Lender may at any time, without the consent
of, or notice to, Borrower, the Administrative Agent, the Issuing Bank or the
Swingline Lender sell participations to any person (other than a natural person
or Borrower or any of Borrower's Affiliates or Subsidiaries) (each, a
"PARTICIPANT") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the
Loans owing to it); provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) Borrower, the Administrative Agent and the Lenders and Issuing Bank
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement.

          Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce the Loan Documents and to approve any amendment, modification or waiver
of any provision of the Loan Documents; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause
(i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such
Participant. Subject to paragraph (e) of this Section, Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15
(subject to the requirements of those Sections) to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b)
of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.14 as though it were a
Lender.

          (e) Limitations on Participant Rights. A Participant shall not be
entitled to receive any greater payment under Sections 2.12, 2.13 and 2.15 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrower's prior written consent.

          (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. In
the case of any Lender that is a fund that invests in bank loans, such Lender
may, without the consent of Borrower or the Administrative Agent, collaterally
assign or pledge all or any portion of its rights under this Agreement,
including the Loans and Notes or any other instrument evidencing its rights as a
Lender under this Agreement, to any holder of, trustee for, or any other
representative of holders of, obligations owed or securities issued, by such
fund, as security for such obligations or securities.


                                     -120-
<PAGE>
          SECTION 10.05 SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Agents, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.12, 2.14, 2.15 and Article X shall survive and remain
in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the payment of the
Reimbursement Obligations, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision
hereof.

          SECTION 10.06 COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC
EXECUTION.

          (a) Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents, and any separate letter agreements with respect to fees payable
to the Administrative Agent, constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have
received a fully executed and effective Amendment Agreement and counterparts
hereof that, when taken together, bear the signatures of each of the other
parties hereto. Borrower, the Guarantors, the Agents and the Lenders agree that
(a) all obligations under the Original Credit Agreement executed on the Closing
Date, that is amended and restated hereby, shall continue to exist under and be
evidenced by this Agreement and the other Loan Documents and shall constitute
Obligations and (b) except as expressly stated herein or amended, the other Loan
Documents are ratified and confirmed as remaining unmodified and in full force
and effect with respect to all Secured Obligations. Delivery of an executed
counterpart of a signature page of this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.

          (b) Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a 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 Requirement of Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.

          SECTION 10.07 SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


                                     -121-
<PAGE>
          SECTION 10.08 RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender, the Issuing Bank, and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by applicable Requirements of Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Bank or any such
Affiliate to or for the credit or the account of Borrower or any other Loan
Party against any and all of the obligations of Borrower or such Loan Party now
or hereafter existing under this Agreement or any other Loan Document to such
Lender or the Issuing Bank, irrespective of whether or not such Lender or the
Issuing Bank shall have made any demand under this Agreement or any other Loan
Document and although such obligations of Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of such Lender or the
Issuing Bank different from the branch or office holding such deposit or
obligated on such indebtedness. The rights of each Lender, the Issuing Bank and
their respective Affiliates under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender, the Issuing
Bank or their respective Affiliates may have. Each Lender and the Issuing Bank
agrees to notify Borrower and the Administrative Agent promptly after any such
setoff and application; provided that the failure to give such notice shall not
affect the validity of such setoff and application.

          SECTION 10.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS.

          (a) Governing Law. This Agreement shall be construed in accordance
with and governed by the law of the State of New York, without regard to
conflicts of law principles that would require the application of the laws of
another jurisdiction.

          (b) Submission to Jurisdiction. Each Loan Party hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
fullest extent permitted by applicable law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against any
Loan Party or its properties in the courts of any jurisdiction.

          (c) Waiver of Venue. Each Loan Party hereby irrevocably and
unconditionally waives, to the fullest extent permitted by applicable
Requirements of Law, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in Section
10.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by applicable Requirements of Law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

          (d) Service of Process. Each party hereto irrevocably consents to
service of process in any action or proceeding arising out of or relating to any
Loan Document, in the manner provided for notices (other than telecopier) in
Section 10.01. Nothing in this Agreement or any other Loan Document


                                     -122-
<PAGE>
will affect the right of any party hereto to serve process in any other manner
permitted by applicable Requirements of Law.

          SECTION 10.10 WAIVER OF JURY TRIAL. Each Loan Party hereby waives, to
the fullest extent permitted by applicable Requirements of Law, any right it may
have to a trial by jury in any legal proceeding directly or indirectly arising
out of or relating to this Agreement, any other Loan Document or the
transactions contemplated hereby (whether based on contract, tort or any other
theory). Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section.

          SECTION 10.11 HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 10.12 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each
of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Affiliates and to its and its
Affiliates' respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it or its Affiliates (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by
applicable Requirements of Law or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 10.12, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
Borrower and its obligations or (iii) any rating agency for the purpose of
obtaining a credit rating applicable to any Lender, (g) with the consent of
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the Issuing Bank or any of their
respective Affiliates on a nonconfidential basis from a source other than
Borrower. For purposes of this Section, "INFORMATION" means all information
received from Borrower or any of its Subsidiaries relating to Borrower or any of
its Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the
Issuing Bank on a nonconfidential basis prior to disclosure by Borrower or any
of its Subsidiaries; provided that, in the case of information received from
Borrower or any of its Subsidiaries after the Closing Date, such information is
clearly identified at the time of delivery as confidential. Any person required
to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such person has
exercised the same degree of care to maintain the confidentiality of such
Information as such person would accord to its own confidential information.

          SECTION 10.13 USA PATRIOT ACT NOTICE. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies Borrower that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56


                                     -123-
<PAGE>
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies Borrower, which information
includes the name, address and tax identification number of Borrower and other
information regarding Borrower that will allow such Lender or the Administrative
Agent, as applicable, to identify Borrower in accordance with the Act. This
notice is given in accordance with the requirements of the Act and is effective
as to the Lenders and the Administrative Agent.

          SECTION 10.14 INTEREST RATE LIMITATION. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable Requirements of Law (collectively, the "CHARGES"),
shall exceed the maximum lawful rate (the "MAXIMUM RATE") which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable Requirements of Law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

          SECTION 10.15 LENDER ADDENDUM. Each Lender to become a party to this
Agreement on the Closing Date or the Amendment Effectiveness Date shall do so by
delivering to the Administrative Agent a Lender Addendum duly executed by such
Lender, Borrower and the Administrative Agent.

          SECTION 10.16 OBLIGATIONS ABSOLUTE. To the fullest extent permitted by
applicable Requirements of Law, all obligations of the Loan Parties hereunder
shall be absolute and unconditional irrespective of:

          (a) any bankruptcy, insolvency, reorganization, arrangement,
     readjustment, composition, liquidation or the like of any Loan Party;

          (b) any lack of validity or enforceability of any Loan Document or any
     other agreement or instrument relating thereto against any Loan Party;

          (c) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Obligations, or any other amendment or
     waiver of or any consent to any departure from any Loan Document or any
     other agreement or instrument relating thereto;

          (d) any exchange, release or non-perfection of any other Collateral,
     or any release or amendment or waiver of or consent to any departure from
     any guarantee, for all or any of the Obligations;

          (e) any exercise or non-exercise, or any waiver of any right, remedy,
     power or privilege under or in respect hereof or any Loan Document; or

          (f) any other circumstances which might otherwise constitute a defense
     available to, or a discharge of, the Loan Parties.

                            [Signature Pages Follow]


                                     -124-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                        REGENCY GAS SERVICES LLC


                                        By:     /s/ Stephen L. Arata
                                            ------------------------------------
                                        Name:   Stephen L. Arata
                                              ----------------------------------
                                        Title:  Executive Vice President and
                                               ---------------------------------
                                                Chief Financial Officer



                                        REGENCY ACQUISITION LLC


                                        By:     /s/ Stephen L. Arata
                                            ------------------------------------
                                        Name:   Stephen L. Arata
                                              ----------------------------------
                                        Title:  Vice President
                                               ---------------------------------


                                        REGENCY WAHA LP, LLC
                                        REGENCY NGL GP, LLC
                                        REGENCY TREATING GP, LLC
                                        REGENCY WAHA GP, LLC
                                        REGENCY INTRASTATE GAS LLC
                                        REGENCY MIDCON GAS LLC
                                        REGENCY LIQUIDS PIPELINE LLC
                                        REGENCY GAS GATHERING AND PROCESSING LLC
                                        GULF STATES TRANSMISSION CORPORATION
                                        REGENCY NGL MARKETING LP

                                        By: Regency NGL GP, LLC,
                                            its General Partner


                                        REGENCY GAS TREATING LP

                                        By: Regency Treating GP, LLC,
                                            its General Partner

                                        REGENCY GAS SERVICES WAHA, LP

                                        By: Regency Waha GP, LLC,
                                            its General Partner


                                        By:     /s/ Stephen L. Arata
                                            ------------------------------------
                                        Name:   Stephen L. Arata
                                              ----------------------------------
                                        Title:  Vice President
                                               ---------------------------------


                                       S-1
<PAGE>
                                       UBS SECURITIES LLC, as Arranger


                                       By:     /s/ Eric H. Coombs
                                           -------------------------------------
                                       Name:   Eric H. Coombs
                                             -----------------------------------
                                       Title:  Managing Director
                                              ----------------------------------


                                       By:     /s/ Thomas J.W. Archie
                                           -------------------------------------
                                       Name:   Thomas J.W. Archie
                                             -----------------------------------
                                       Title:  Executive Director
                                              ----------------------------------


                                       UBS AG, STAMFORD BRANCH, as Issuing Bank,
                                       Administrative Agent and Collateral Agent


                                       By:     /s/ Wilfred V. Saint
                                           -------------------------------------
                                       Name:   Wilfred V. Saint
                                             -----------------------------------
                                       Title:  Banking Products Services, US
                                              ----------------------------------


                                       By:     /s/ Richard L. Taurow
                                           ------------------------------------
                                       Name:   Richard L. Taurow
                                             ----------------------------------
                                       Title:  Banking Products Services, US
                                              ---------------------------------


                                       UBS AG, LOAN FINANCE LLC,
                                       as Swingline Lender


                                       By:     /s/ Wilfred V. Saint
                                           -------------------------------------
                                       Name:   Wilfred V. Saint
                                             -----------------------------------
                                       Title:  Banking Products Services, US
                                              ----------------------------------


                                       By:     /s/ Richard L. Taurow
                                           ------------------------------------
                                       Name:   Richard L. Taurow
                                             ----------------------------------
                                       Title:  Banking Products Services, US
                                              ---------------------------------


                                       S-2
<PAGE>
                                     BANK OF AMERICA, N.A., as Syndication Agent


                                     By:     /s/ Gregory B. Hanson
                                         -------------------------------------
                                     Name:   Gregory B. Hanson
                                           -----------------------------------
                                     Title:  Vice President
                                            ----------------------------------



                                       S-3
<PAGE>
                                        ALLIED IRISH BANKS, P.L.C., as
                                           Co-Documentation Agent


                                        By:    /s/ Mark K. Connelly
                                            ------------------------------------
                                        Name:      Mark K. Connelly
                                              ----------------------------------
                                        Title:     Vice President
                                               ---------------------------------


                                        By:    /s/ Anthony O'Reilly
                                            ------------------------------------
                                        Name:      Anthony O'Reilly
                                              ----------------------------------
                                        Title:     Vice President
                                               ---------------------------------


                                       S-4
<PAGE>
                                        FORTIS CAPITAL CORP., as
                                           Co-Documentation Agent


                                        By:   /s/ David Montgomery
                                            ------------------------------------
                                        Name:     David Montgomery
                                              ----------------------------------
                                        Title:    Senior Vice President
                                               ---------------------------------


                                        By:   /s/ Chad Clark
                                            ------------------------------------
                                        Name:     Chad Clark
                                              ----------------------------------
                                        Title:    Vice President
                                               ---------------------------------


                                       S-5
<PAGE>
                                        NATEXIS BANQUES POPULAIRES, as
                                           Co-Documentation Agent


                                        By:   /s/ Louis P. Laville, III
                                            ------------------------------------
                                        Name:     Louis P. Laville, III
                                              ----------------------------------
                                        Title:    Vice President & Group Manager
                                               ---------------------------------


                                        By:   /s/ Daniel Pajer
                                            ------------------------------------
                                        Name:     Daniel Pajer
                                              ----------------------------------
                                        Title:    Vice President
                                               ---------------------------------


                                       S-6
<PAGE>
Accepted and agreed by:

UBS SECURITIES LLC, as retiring syndication
   and documentation agent


By:  /s/ ERIC H. COMBS
    ---------------------------------
Name:  Eric H. Combs
      -------------------------------
Title:  Managing Director
       ------------------------------


By:  /s/ THOMAS J. W. ARCHIE
    ---------------------------------
Name:  Thomas J. W. Archie
      -------------------------------
Title:  Executive Director
       ------------------------------


                                       S-7
<PAGE>
                                                                         ANNEX I

                                APPLICABLE MARGIN

<TABLE>
<CAPTION>
                  REVOLVING LOANS        TERM LOANS
     TOTAL       -----------------   -----------------
LEVERAGE RATIO   EURODOLLAR    ABR   EURODOLLAR    ABR   APPLICABLE FEE
--------------   ----------   ----   ----------   ----   --------------
<S>              <C>          <C>    <C>          <C>    <C>
LEVEL I             2.75%     1.75%     2.75%     1.75%       0.50%
> or =4.0:1.0

LEVEL II            2.50%     1.50%     2.75%     1.75%       0.50%
<4.0:1.0 BUT
> or =3.0:1.0

LEVEL III           2.25%     1.25%     2.75%     1.75%       0.50%
<3.0:1.0
</TABLE>

          Each change in the Applicable Margin resulting from a change in the
Total Leverage Ratio shall be effective with respect to all Revolving Loans and
Letters of Credit outstanding on and after the date of delivery to the
Administrative Agent of the financial statements and certificates required by
Section 5.01(a) or (b) and Section 5.01(d), respectively, indicating such change
until the date immediately preceding the next date of delivery of such financial
statements and certificates indicating another such change. Notwithstanding the
foregoing, the Leverage Ratio shall be deemed to be in Level I (i) from the
Amendment Effectiveness Date to the date of delivery to the Administrative Agent
of the financial statements and certificates required by Section 5.01(a) or (b)
and Section 5.01(d) for any fiscal period ended after the Amendment
Effectiveness Date, (ii) at any time during which Borrower has failed to deliver
the financial statements and certificates required by Section 5.01(a) or (b) and
Section 5.01(d), respectively, and (iii) at any time during the existence of an
Event of Default.
<PAGE>
                                                                        ANNEX II

                               AMORTIZATION TABLE

<TABLE>
<CAPTION>
       DATE                        TERM LOAN AMOUNT
------------------   -------------------------------------------
<S>                  <C>
  March 31, 2005                     $500,000

  June 30, 2005                      $500,000

September 30, 2005   $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans
                     (including any Additional Term Loans made
                              on September 30, 2005)

December 31, 2005    $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  March 31, 2006     $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  June 30, 2006      $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

September 30, 2006   $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

December 31, 2006    $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  March 31, 2007     $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  June 30, 2007      $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

September 30, 2007   $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

December 31, 2007    $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  March 31, 2008     $500,000 plus an amount equal to 0.25% of
                        the amount of Additional
</TABLE>
<PAGE>
<TABLE>
<S>                  <C>
                                      Term Loans

  June 30, 2008      $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

September 30, 2008   $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

December 31, 2008    $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  March 31, 2009     $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  June 30, 2009      $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

September 30, 2009   $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

December 31, 2009    $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

  March 31, 2010     $500,000 plus an amount equal to 0.25% of
                        the amount of Additional Term Loans

   June 1, 2010        $189,500,000 plus an amount equal to
                      95.25% of the amount of Additional Term
                                       Loans
</TABLE>