<PAGE>
                                                                    EXHIBIT 10.2

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

                                   $50,000,000

                              AMENDED AND RESTATED
                          SECOND LIEN 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

                                       AND

                               UBS SECURITIES LLC,
      AS ARRANGER, BOOKMANAGER, DOCUMENTATION AGENT AND SYNDICATION AGENT,

                                       AND

                            UBS AG, STAMFORD BRANCH,
                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

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

================================================================================
<PAGE>
                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
SECTION 1.01    Defined Terms............................................      2
SECTION 1.02    Classification of Loans and Borrowings...................     33
SECTION 1.03    Terms Generally..........................................     33
SECTION 1.04    Accounting Terms; GAAP...................................     34
SECTION 1.05    Resolution of Drafting Ambiguities.......................     34

                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01    Commitments..............................................     34
SECTION 2.02    Loans....................................................     34
SECTION 2.03    Borrowing Procedure......................................     35
SECTION 2.04    Evidence of Debt; Repayment of Loans.....................     36
SECTION 2.05    Fees.....................................................     37
SECTION 2.06    Interest on Loans........................................     37
SECTION 2.07    Termination of Commitments...............................     37
SECTION 2.08    Interest Elections.......................................     38
SECTION 2.09    Repayment of Borrowings..................................     39
SECTION 2.10    Optional and Mandatory Prepayments of Loans..............     39
SECTION 2.11    Alternate Rate of Interest...............................     41
SECTION 2.12    Yield Protection.........................................     41
SECTION 2.13    Breakage Payments........................................     42
SECTION 2.14    Payments Generally; Pro Rata Treatment; Sharing of
                   Setoffs...............................................     43
SECTION 2.15    Taxes....................................................     44
SECTION 2.16    Mitigation Obligations; Replacement of Lenders...........     46

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01    Organization; Powers.....................................     47
SECTION 3.02    Authorization; Enforceability............................     47
SECTION 3.03    No Conflicts.............................................     47
SECTION 3.04    Financial Statements; Projections........................     48
SECTION 3.05    Properties...............................................     49
SECTION 3.06    Intellectual Property....................................     50
SECTION 3.07    Equity Interests and Subsidiaries........................     50
SECTION 3.08    Litigation; Compliance with Laws.........................     51
SECTION 3.09    Agreements...............................................     51
SECTION 3.10    Federal Reserve Regulations..............................     51
SECTION 3.11    Investment Company Act; Public Utility Holding Company
                   Act...................................................     51
</TABLE>


                                       -i-
<PAGE>
<TABLE>
<CAPTION>
Section                                                                     Page
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<S>                                                                         <C>
SECTION 3.12    Use of Proceeds..........................................     52
SECTION 3.13    Taxes....................................................     52
SECTION 3.14    No Material Misstatements................................     52
SECTION 3.15    Labor Matters............................................     52
SECTION 3.16    Solvency.................................................     53
SECTION 3.17    Employee Benefit Plans...................................     53
SECTION 3.18    Environmental Matters....................................     53
SECTION 3.19    Insurance................................................     55
SECTION 3.20    Security Documents.......................................     55
SECTION 3.21    Acquisition Documents; Representations and Warranties in
                   Acquisition Agreement.................................     56
SECTION 3.22    Anti-Terrorism Law.......................................     56
SECTION 3.23    Subordination of Lien....................................     57

                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

SECTION 4.01    Conditions to Credit Extension...........................     57

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01    Financial Statements, Reports, etc.......................     57
SECTION 5.02    Litigation and Other Notices.............................     59
SECTION 5.03    Existence; Businesses and Properties.....................     60
SECTION 5.04    Insurance................................................     60
SECTION 5.05    Obligations and Taxes....................................     62
SECTION 5.06    Employee Benefits........................................     62
SECTION 5.07    Maintaining Records; Access to Properties and
                   Inspections...........................................     62
SECTION 5.08    Use of Proceeds..........................................     63
SECTION 5.09    Compliance with Environmental Laws; Environmental
                   Reports...............................................     63
SECTION 5.10    [RESERVED]...............................................     63
SECTION 5.11    Additional Collateral; Additional Guarantors.............     63
SECTION 5.12    Security Interests; Further Assurances...................     65
SECTION 5.13    Information Regarding Collateral.........................     66

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01    Indebtedness.............................................     66
SECTION 6.02    Liens....................................................     68
SECTION 6.03    Sale and Leaseback Transactions..........................     71
SECTION 6.04    Investment, Loan and Advances............................     71
SECTION 6.05    Mergers and Consolidations; Dissolution..................     73
SECTION 6.06    Asset Sales..............................................     73
SECTION 6.07    Acquisitions.............................................     74
SECTION 6.08    Dividends................................................     75
SECTION 6.09    Transactions with Affiliates.............................     75
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
SECTION 6.10    Financial Covenants......................................     77
SECTION 6.11    Prepayments of Other Indebtedness; Modifications of
                   Organizational Documents and Other Documents, etc.....     78
SECTION 6.12    Limitation on Certain Restrictions on Subsidiaries.......     79
SECTION 6.13    Limitation on Issuance of Capital Stock..................     79
SECTION 6.14    Limitation on Creation of Subsidiaries...................     80
SECTION 6.15    Business.................................................     80
SECTION 6.16    Limitation on Accounting Changes.........................     80
SECTION 6.17    Fiscal Year..............................................     80
SECTION 6.18    No Further Negative Pledge...............................     80
SECTION 6.19    Anti-Terrorism Law; Anti-Money Laundering................     81
SECTION 6.20    Embargoed Person.........................................     81

                                   ARTICLE VII

                                    GUARANTEE

SECTION 7.01    The Guarantee............................................     81
SECTION 7.02    Obligations Unconditional................................     82
SECTION 7.03    Reinstatement............................................     83
SECTION 7.04    Subrogation; Subordination...............................     83
SECTION 7.05    Remedies.................................................     83
SECTION 7.06    Instrument for the Payment of Money......................     83
SECTION 7.07    Continuing Guarantee.....................................     83
SECTION 7.08    General Limitation on Guarantee Obligations..............     83
SECTION 7.09    Release of Guarantors....................................     84

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

SECTION 8.01    Events of Default........................................     84
SECTION 8.02    Rescission...............................................     86
SECTION 8.03    Application of Proceeds..................................     87
SECTION 8.04    Holdings' Right to Cure..................................     88

                                   ARTICLE IX

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 9.01    Appointment and Authority................................     88
SECTION 9.02    Rights as a Lender.......................................     89
SECTION 9.03    Exculpatory Provisions...................................     89
SECTION 9.04    Reliance by Agent........................................     90
SECTION 9.05    Delegation of Duties.....................................     90
SECTION 9.06    Resignation of Agent.....................................     90
SECTION 9.07    Non-Reliance on Agent and Other Lenders..................     91
SECTION 9.08    No Other Duties, etc.; Appointment.......................     91
SECTION 9.09    Intercreditor Agreement..................................     91
</TABLE>


                                      -iii-
<PAGE>
<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.01   Notices..................................................     91
SECTION 10.02   Waivers; Amendment.......................................     94
SECTION 10.03   Expenses; Indemnity; Damage Waiver.......................     96
SECTION 10.04   Successors and Assigns...................................     97
SECTION 10.05   Survival of Agreement....................................    100
SECTION 10.06   Counterparts; Integration; Effectiveness; Electronic
                   Execution.............................................    100
SECTION 10.07   Severability.............................................    100
SECTION 10.08   Right of Setoff..........................................    101
SECTION 10.09   Governing Law; Jurisdiction; Consent to Service of
                   Process...............................................    101
SECTION 10.10   Waiver of Jury Trial.....................................    102
SECTION 10.11   Headings.................................................    102
SECTION 10.12   Treatment of Certain Information; Confidentiality........    102
SECTION 10.13   USA PATRIOT Act Notice...................................    102
SECTION 10.14   Interest Rate Limitation.................................    103
SECTION 10.15   Lender Addendum..........................................    103
SECTION 10.16   Obligations Absolute.....................................    103
</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
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     [RESERVED]
Exhibit I     Form of Lender Addendum
Exhibit J     Form of Mortgage
Exhibit K     Form of Note
Exhibit L-1   Form of Perfection Certificate


                                      -iv-
<PAGE>
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     Amendment Effective Date Certificate


                                       -v-
<PAGE>
                              AMENDED AND RESTATED
                          SECOND LIEN CREDIT AGREEMENT

          This AMENDED AND RESTATED SECOND LIEN 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"), as documentation agent (in such capacity, "DOCUMENTATION AGENT")
and as syndication agent (in such capacity, "SYNDICATION AGENT"), and UBS AG,
STAMFORD BRANCH, as administrative agent (in such capacity, "ADMINISTRATIVE
AGENT") for the Lenders and as collateral agent (in such capacity, "COLLATERAL
AGENT") for the Secured Parties.

                                   WITNESSETH:

          WHEREAS, Borrower on the Closing Date requested the Lenders to extend
credit in the form of Loans on the Closing Date, in an aggregate principal
amount not in excess of $50,000,000;

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

          WHEREAS, on the Closing Date Borrower entered into the First Lien
Credit Agreement and the Liens securing the Obligations were subordinated to the
Liens securing the First Lien Obligations;

          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 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, 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 additional loans under the First Lien Credit Agreement, which
agreement shall be amended and restated on the date hereof, (b) involve cash
common or preferred equity investments in Holdings of not less than $15.0
million (the "AMENDMENT EQUITY INVESTMENT"), (c) 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
(d) 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 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
and (c) the Original Collateral and the Original Security Documents shall
continue to secure, guarantee, support and otherwise benefit the Original
Obligations as
<PAGE>
well as the other 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 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.


                                      -2-
<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 S hereto.


                                      -3-
<PAGE>
          "AMENDMENT EFFECTIVENESS DATE" shall mean July 26, 2005.

          "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 First Lien Loan Documents.

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

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

          "APPLICABLE MARGIN" shall mean, for any day, with respect to any, (i)
     ABR Loan, 5.00% and (ii) Eurodollar Loan, 6.00%.

          "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.

          "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 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.


                                      -4-
<PAGE>
          "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 Loans of the same Type, made, converted or
     continued on the same date and, in the case of Eurodollar Loans, as to
     which a single Interest Period is in effect.

          "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(e) 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 year
     from the date of acquisition by such person; (c) repurchase obligations
     with a term of not more than 30 days for underlying


                                      -5-
<PAGE>
     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 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.


                                      -6-
<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.

          "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.

          "COMMITMENT" shall mean, with respect to each Lender, the commitment,
if any, of such Lender to make a Loan hereunder on the Closing Date in the
amount set forth on Schedule I to the Lender Addendum executed and delivered by
such Lender. Fifty million dollars of Loans were made on the Closing Date.

          "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 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.


                                      -7-
<PAGE>
          "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 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


                                      -8-
<PAGE>
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
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.


                                      -9-
<PAGE>
          Notwithstanding the foregoing, interest expense related to the
Additional Loans (as defined in the First Lien Credit Agreement) 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

          (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:


                                      -10-
<PAGE>
          (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 (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 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.


                                      -11-
<PAGE>
          "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 the making of a Loan by a Lender.

          "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).

          "DISCHARGE CONDITIONS" shall have the same meaning as "Discharge of
First Lien Obligations" in the Intercreditor Agreement.

          "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, (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, or (c) contains any repurchase obligation which may come
into effect prior to payment in full of all Obligations; provided, however, that
any Equity Interests that would not constitute Disqualified Capital Stock but
for provisions thereof giving holders thereof (or the holders of any security
into or for which such Equity Interests is convertible, exchangeable or
exercisable) the right to require the issuer thereof to redeem such Equity
Interests upon the occurrence of a change in control or an asset sale occurring
prior to the first anniversary of the Final Maturity Date shall not constitute
Disqualified Capital Stock if such Equity Interests provide that the issuer
thereof will not redeem any such Equity Interests pursuant to such provisions
prior to the repayment in full of the Obligations.

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


                                      -12-
<PAGE>
          "DOCUMENTATION AGENT" 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 (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); 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, 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).


                                      -13-
<PAGE>
          "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; (g) the incurrence by any Company or any of its ERISA
Affiliates of any liability with respect to the withdrawal from any Plan or
Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (i) the "substantial
cessation of operations" within the meaning of Section 4062(e) of ERISA with
respect to a Plan; (j) the making of any amendment to any Plan which could
result in the imposition of a lien or the posting of a bond or other security;
and (k) the occurrence of a nonexempt prohibited transaction (within the meaning
of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be
expected to result in liability to any Company.

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

          "EURODOLLAR LOAN" shall mean any 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(g).

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


                                      -14-
<PAGE>
          (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 Loans (only after the Discharge Conditions are met) or Term
     Loans (as defined in the First Lien Credit Agreement) and any permanent
     voluntary reductions to the Revolving Commitments (as defined in the First
     Lien Credit Agreement) to the extent that an equal amount of the Revolving
     Loans (as defined in the First Lien Credit Agreement) 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;


                                      -15-
<PAGE>
          (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 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(b), (c), (d) or (e));

          (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(f) and as a mandatory prepayment of the First Lien
Loans pursuant to Section 2.10(g) of the First Lien Credit Agreement, 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)


                                      -16-
<PAGE>
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 or any other recipient of any payment to be made by or on account of
any obligation of Borrower hereunder, (a) taxes imposed on or measured by its
overall net income (however denominated), franchise taxes imposed on it (in lieu
of net income taxes) and branch profits taxes imposed on it, by a jurisdiction
(or any political subdivision thereof) as a result of the recipient being
organized or having its principal office or, in the case of any Lender, having
its applicable lending office or doing or having done business (other than a
business deemed to arise by virtue of the transactions contemplated by this
Agreement) in such jurisdiction and (b) in the case of a Foreign Lender (other
than an assignee pursuant to a request by Borrower under Section 2.16), any U.S.
federal withholding tax that (i) is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party hereto (or designates a
new lending office), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from Borrower with respect
to such withholding tax pursuant to Section 2.15(a); provided that this
subclause (b)(i) shall not apply to any Tax imposed on a Lender in connection
with an interest or participation in any Loan or other obligation that such
Lender was required to acquire pursuant to Section 2.14(c), or (ii) is
attributable to such Foreign Lender's failure to comply with Section 2.15(e).

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

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

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

          "FEES" shall mean the Administrative Agent Fees.

          "FINAL MATURITY DATE" shall mean December 1, 2010 or, if such date is
not a Business Day, the first Business Day thereafter.

          "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.


                                      -17-
<PAGE>
          "FIRREA" shall mean the Federal Institutions Reform, Recovery and
Enforcement Act of 1989, as amended. "FIRST LIEN COLLATERAL AGENT" shall mean
the "Collateral Agent" as defined in the First Lien Credit Agreement.

          "FIRST LIEN CREDIT AGREEMENT" shall mean (i) the Credit Agreement
dated as of December 1, 2004, as amended and restated on the date hereof, among
Borrower, the guarantors party thereto, UBS Loan Finance LLC, as swingline
lender, UBS AG, Stamford Branch, as Issuing Bank (as defined therein),
Administrative Agent (as defined therein) and Collateral Agent (as defined
therein), UBS Securities LLC, as Syndication Agent (as defined therein), the
lenders from time to time parties thereto and other parties from time to time
party thereto, as amended, restated, supplemented or otherwise modified from
time to time in accordance with this Agreement and the Intercreditor Agreement
or (ii) one or more loan agreements among Borrower, the guarantors party thereto
and other parties from time to time party thereto pursuant to which the
Indebtedness under the credit agreement referenced in clause (i) above has been
refinanced in whole or in part in accordance with this Agreement and the
Intercreditor Agreement.

          "FIRST LIEN LOAN DOCUMENTS" shall mean the First Lien Credit Agreement
and all other "Loan Documents" as defined in the First Lien Credit Agreement.

          "FIRST LIEN LOANS" shall mean the revolving loans, term loans and
swingline loans made, and letters of credit issued, from time to time pursuant
to the First Lien Credit Agreement.

          "FIRST 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 First Lien 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 the First Lien Credit Agreement in respect of any Letter of Credit
(as defined in the First Lien Credit Agreement), when and as due, including
payments in respect of Reimbursement Obligations (as defined in the First Lien
Credit Agreement), 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 the First Lien Credit Agreement and the other First Lien Loan Documents,
(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
First Lien Credit Agreement and the other First Lien Loan Documents, (c) the due
and punctual payment and performance of all obligations in respect of overdrafts
and related liabilities owed to any Lender (as defined in the First Lien Credit
Agreement), any Affiliate of such a Lender, the Administrative Agent (as defined
in the First Lien Credit Agreement) or the First Lien Collateral Agent arising
from treasury, depositary and cash management services or in connection with any
automated clearinghouse transfer of funds in connection with the First Lien Loan
Documents and (d) the due and punctual payment and performance of all
obligations of Borrower and the other Loan Parties under (1) each Hedging
Agreement if at the date of entering into such Hedging Agreement a party thereto
was a Lender (as defined in the First Lien Credit Agreement) or an Affiliate of
such a Lender and (2) so long as no Event of Default (as defined in the First
Lien Credit Agreement) has occurred and is continuing at the time such Hedging
Agreement is entered into and at the time the conditions in this clause (d)(2)
are fulfilled, at the


                                      -18-
<PAGE>
election of Borrower upon written notice to the Administrative Agent (as defined
in the First Lien Credit Agreement) and the First Lien Collateral Agent, each
Hedging Agreement relating to commodity prices with any person, so long as, in
either case (1) or (2), such person executes and delivers to such Administrative
Agent a letter agreement in form and substance acceptable to such Administrative
Agent pursuant to which such person (i) appoints the First Lien Collateral Agent
as its agent under the applicable First Lien Loan Documents and (ii) agrees to
be bound by the provisions of Sections 10.03 and 10.09 of the First Lien Credit
Agreement.

          "FIRST LIEN SECURED PARTIES" shall mean, at any relevant time, the
holders of First Lien Obligations at such time, including without limitation the
lenders and the agents under the First Lien Credit Agreement.

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

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

          "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.


                                      -19-
<PAGE>
          "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.

          "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, (i) 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 Loans
(as defined in the First Lien Credit Agreement) prior to March 31, 2006 (other
than for purposes of clause (ii) of the definition of Excess Cash Flow).

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

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


                                      -20-
<PAGE>
          "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.

          "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 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,
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 and (c) the Final 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.


                                      -21-
<PAGE>
          "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 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.

          "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, with respect to any Lender on the
Closing Date, a lender addendum in the form of Exhibit I, to be executed and
delivered by such Lender on the Closing 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.

          "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).


                                      -22-
<PAGE>
          "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 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 the term loans made by the Lenders to Borrower
pursuant to Section 2.01. Each Loan shall be either an ABR Loan or a Eurodollar
Loan.

          "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.

          "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 First 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.


                                      -23-
<PAGE>
          "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,
subject to the terms of the Intercreditor Agreement, 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 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, to the extent remaining after any
mandatory prepayments pursuant to Section 2.10 of the First Lien Credit
Agreement:

          (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


                                      -24-
<PAGE>
     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 Loans issued pursuant to
this Agreement, if any, substantially in the form of Exhibit K.

          "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 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 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


                                      -25-
<PAGE>
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 FIRST LIEN LOAN DOCUMENTS" shall have the meaning assigned
to the term "First Lien Loan Documents" in the Original Credit Agreement as such
documents are in effect prior to the date hereof.

          "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.

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

          "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.


                                      -26-
<PAGE>
          "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 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;


                                      -27-
<PAGE>
          (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 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.


                                      -28-
<PAGE>
          "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 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.

          "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.


                                      -29-
<PAGE>
          "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.

          "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.

          "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 LENDERS" shall mean Lenders having more than 50% of the sum
of all Loans outstanding.

          "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.


                                      -30-
<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.

          "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 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 PRIORITY LIENS" shall mean, with respect to any Lien purported
to be created in any Collateral pursuant to any Loan Document, that such Lien is
second in priority only to the Liens created under the First Lien Loan Documents
(subject to Permitted Collateral Liens).

          "SECURED PARTIES" shall mean, collectively, the Administrative Agent,
the Collateral Agent, each other Agent and the Lenders.

          "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 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
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 Obligations.

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


                                      -31-
<PAGE>
          "SPONSOR" shall mean Hicks, Muse, Tate & Furst Equity Fund V, LP.

          "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.

          "SUBORDINATED INDEBTEDNESS" shall mean Indebtedness of Borrower or any
Guarantor that is by its terms subordinated in right of payment to the
Obligations of Borrower and such Guarantor.

          "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 Fee Letter.

          "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.

          "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.


                                      -32-
<PAGE>
          "TRANSACTION DOCUMENTS" shall mean the Acquisition Documents, the
Original First 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 First 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.

          "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 Type (e.g., a
"Eurodollar Loan"). Borrowings also may be classified and referred to by Type
(e.g., a "Eurodollar 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,"


                                      -33-
<PAGE>
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." The word "will" shall be construed to have the same meaning and
effect as the word "shall." Unless the context requires otherwise (a) any
definition of or reference to any Loan Document, agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any person shall be construed to
include such person's successors and assigns, (c) the words "herein," "hereof"
and "hereunder," and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) any reference to any law or regulation herein shall refer to
such law or regulation as amended, modified or supplemented from time to time,
(f) the words "asset" and "property" shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights and (g)
"on," when used with respect to the Mortgaged Property or any property adjacent
to the Mortgaged Property, means "on, in, under, above or about."

          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, to make a Loan to Borrower on the Closing
Date in the principal amount not to exceed its Commitment. Amounts paid or
prepaid in respect of Loans may not be reborrowed.

          SECTION 2.02 LOANS. Each Loan 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). ABR Loans comprising any Borrowing shall be in an aggregate principal
amount that is an integral multiple of $500,000 and not less than $1.0 million
and the Eurodollar Loans comprising any Borrowing shall be in an aggregate
principal amount that is an integral multiple of $1.0 million and not less than
$5.0 million.

          (a) 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


                                      -34-
<PAGE>
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 three
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.

          (b) Each Lender shall make the Loan to be made by it hereunder on the
Closing Date 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.

          (c) 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 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.

          (d) 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 Final Maturity Date.

          SECTION 2.03 BORROWING PROCEDURE. 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 Closing Date or
(ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City
time, on the Closing Date. The Borrowing Request shall be irrevocable and shall
specify the following information in compliance with Section 2.02:

          (a) the aggregate amount of the Borrowing;

          (b) the date of the Borrowing, which shall be the Closing Date (and a
Business Day);


                                      -35-
<PAGE>
          (c) whether the Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

          (d) 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";

          (e) 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

          (f) that the conditions set forth in Sections 4.01(r)-(s) have been
satisfied as of the date of the notice.

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

          SECTION 2.04 EVIDENCE OF DEBT; REPAYMENT OF LOANS.

          (a) Promise to Repay. Borrower hereby unconditionally promises to pay
to the Administrative Agent for the account of each Lender the principal amount
of each Loan of such Lender on the Final Maturity Date.

          (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 thereof and the Interest Period
applicable thereto; (ii) the amount of any principal or interest due and payable
or to become due and payable from Borrower to each Lender hereunder; and (iii)
the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender's share thereof. The entries made in the
accounts maintained pursuant to this paragraph shall be prima facie evidence of
the existence and amounts of the obligations therein recorded; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of Borrower to
repay the Loans in accordance with their terms.

          (c) Promissory Notes. Any Lender by written notice to Borrower (with a
copy to the Administrative Agent) may request that Loans 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. 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).


                                      -36-
<PAGE>
          SECTION 2.05 FEES.

          (a) 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").

          (b) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent. 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 shall bear interest at a rate per annum equal to
the Alternate Base Rate plus the Applicable Margin in effect from time to time.

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

          (c) Default Rate. Notwithstanding the foregoing, during the
continuance of an Event of Default, all 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 or premium
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 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 OF COMMITMENTS. The Commitments existing on
the Closing Date automatically terminate at 5:00 p.m., New York City time, on
the Closing Date.


                                      -37-
<PAGE>
          SECTION 2.08 INTEREST ELECTIONS.

          (a) Generally. Each 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 three Eurodollar
Borrowings outstanding hereunder at any one time.

          (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 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.

          (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


                                      -38-
<PAGE>
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 REPAYMENT OF BORROWINGS. To the extent not previously
paid, all Loans shall be due and payable on the Final Maturity Date.

          SECTION 2.10 OPTIONAL AND MANDATORY PREPAYMENTS OF LOANS.

          (a) Optional Prepayments. After the satisfaction of the Discharge
Conditions or with the consent of the First Lien Lenders pursuant to Section
10.02 of the First Lien Credit Agreement, 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) Asset Sales. After the satisfaction of the Discharge Conditions,
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(g) and (h) 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(b)
     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(b); 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.


          (c) Debt Issuance or Preferred Stock Issuance. After the satisfaction
of the Discharge Conditions, 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(g) and (h) in an aggregate amount equal to 100%
of such Net Cash Proceeds.

          (d) Equity Issuance. After the satisfaction of the Discharge
Conditions, 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(g)
and (h) in an aggregate amount equal to 50% of such Net Cash Proceeds.


                                      -39-
<PAGE>
          (e) Casualty Events. After the satisfaction of the Discharge
Conditions, 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(g) and (h) 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 (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; 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(e).

          (f) Excess Cash Flow. After the satisfaction of the Discharge
Conditions, 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(g) and (h) 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.

          (g) 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(h), subject to the provisions of this Section 2.10(g).

          Amounts to be applied pursuant to this Section 2.10 to the prepayment
of Loans shall be applied, as applicable, first to reduce outstanding ABR Loans.
Any amounts remaining after each such application shall be applied to prepay
Eurodollar Loans. 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


                                      -40-
<PAGE>
and (ii) at any time while an Event of Default has occurred and is continuing,
the Administrative Agent may, and upon written direction from the Required
Lenders shall, apply any or all proceeds then on deposit to the payment of such
Loans in an amount equal to such Excess Amount or (B) prepaid immediately,
together with any amounts owing to the Lenders under Section 2.13.

          (h) Notice of Prepayment. Borrower shall notify the Administrative
Agent 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 and (ii) in the case of
prepayment of an ABR Borrowing, not later than four hours (during the normal
Business Day) prior to such prepayment. Each such notice shall be irrevocable.
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, 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.

          (i) Call Premium. Each prepayment pursuant to this Section 2.10,
whether optional or mandatory, made prior to the first anniversary of the
Closing Date shall be accompanied by a premium equal to 1% of the aggregate
principal amount of the Loans being prepaid.

          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


                                      -41-
<PAGE>
     of, or credit extended or participated in, by any Lender (except any
     reserve requirement reflected in the Adjusted LIBOR Rate);

          (ii) subject any Lender to any tax of any kind whatsoever with respect
     to this Agreement or any Eurodollar Loan made by it, or change the basis of
     taxation of payments to such Lender 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

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

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 reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or any other
amount), then, upon request of such Lender, Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

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

          (c) Certificates for Reimbursement. A certificate of a Lender setting
forth in reasonable detail the amount or amounts necessary to compensate such
Lender 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 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 to
demand compensation pursuant to this Section 2.12 shall not constitute a waiver
of such Lender's right to demand such compensation; provided that Borrower shall
not be required to compensate a Lender pursuant to this Section for any
increased costs incurred or reductions suffered more than six months prior to
the date that such Lender notifies Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender'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 Loan on the
date specified in any notice delivered pursuant hereto or


                                      -42-
<PAGE>
(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 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 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, interest and fees then due hereunder, such funds shall be applied (i)
first, toward payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, toward payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

          (c) Sharing of Setoff. Subject to the terms of the Intercreditor
Agreement, if any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of 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


                                      -43-
<PAGE>
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 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 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 the amount due. In such event,
if Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender 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.

          (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) 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


                                      -44-
<PAGE>
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 or Lender, 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 and each Lender, 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 or such Lender, 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 (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, 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:

          (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


                                      -45-
<PAGE>
          (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 or a
Lender 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 or such Lender, 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 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 or such
Lender, 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 or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This paragraph shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes that it deems confidential) to Borrower or any other person.

          SECTION 2.16 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

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

          (b) Replacement of Lenders. If any Lender requests compensation under
Section 2.12, or if Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.15, or if any Lender 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);


                                      -46-
<PAGE>
          (ii) such Lender shall have received payment of an amount equal to the
     outstanding principal of its 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.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Each Loan Party represents and warrants to the Administrative Agent,
the Collateral Agent 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
First Lien Loan Documents and (iii) consents, approvals, registrations, filings,
permits or actions the failure to obtain or


                                      -47-
<PAGE>
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 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 First 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.


                                      -48-
<PAGE>
          (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.

          (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.


                                      -49-
<PAGE>
          SECTION 3.06 INTELLECTUAL PROPERTY.

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

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

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

          SECTION 3.07 EQUITY INTERESTS AND SUBSIDIARIES.

          (a) Equity Interests. Schedules 1(a) and 10(a) to the Perfection
Certificate dated the 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 First 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. Subject to the terms of the
Intercreditor Agreement, 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


                                      -50-
<PAGE>
desirable (from the perspective of a secured party) in connection with the
creation, perfection or priority 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 as Second Priority Liens, 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 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 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


                                      -51-
<PAGE>
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 the
Loans funded on the Closing Date (together with certain proceeds of the First
Lien Loans) to finance the Transactions (other than the Regency Equity
Financing) and pay related fees, commissions and expenses.

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


                                      -52-
<PAGE>
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
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 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


                                      -53-
<PAGE>
     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

          (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


                                      -54-
<PAGE>
          (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 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 Second 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). Prior to the Discharge Conditions being met, the
representations made in this Section 3.20(a) to deliver any Collateral to the
Collateral Agent shall be deemed satisfied by the delivery of such Collateral to
the First Lien Collateral Agent.

          (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 Second 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).

          (c) Mortgages. Each Mortgage (as amended by the Mortgage Amendments,
if any) is effective to create, in favor of the Collateral Agent, for its
benefit and the benefit of the Secured Parties, legal, valid and enforceable
Second 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 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 fully perfected Second Priority Liens on, and security interests in,
all right,


                                      -55-
<PAGE>
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 fully
perfected Second Priority Liens on, and security interests in, all right, title
and interest of the Loan Parties in such Collateral. Prior to the Discharge
Conditions being met, the representations made in this Section 3.20(d) to
deliver any Collateral to the Collateral Agent shall be deemed satisfied by the
delivery of such Collateral to the First Lien Collateral Agent

          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 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 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;


                                      -56-
<PAGE>
          (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.

          SECTION 3.23 SUBORDINATION OF LIEN. The Obligations are "Second Lien
Obligations" within the meaning of the Intercreditor Agreement and are subject
to the subordination provisions applicable to the Liens securing the Obligations
as set forth in the Intercreditor Agreement.

                                   ARTICLE IV

                         CONDITIONS TO CREDIT EXTENSIONS

          SECTION 4.01 CONDITIONS TO 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.

                                    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, 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


                                      -57-
<PAGE>
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 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


                                      -58-
<PAGE>
no change in such information since the date of the Perfection Certificate or
latest Perfection Certificate Supplement;

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


                                      -59-
<PAGE>
          (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 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


                                      -60-
<PAGE>
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 Policy containing any such Insurance
Requirement to be replaced by a new policy complying with the provisions of this
Section 5.04.


                                      -61-
<PAGE>
          SECTION 5.05 OBLIGATIONS AND TAXES.

          (a) Payment of Obligations. Except as may be required by the Loan
Documents and the First Lien 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. 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


                                      -62-
<PAGE>
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.

          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 [RESERVED].

          SECTION 5.11 ADDITIONAL COLLATERAL; ADDITIONAL GUARANTORS.

          (a) Subject to the terms of the Intercreditor Agreement and 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 Second Priority Lien on such property 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


                                      -63-
<PAGE>
Law, including the filing of financing statements in such jurisdictions as may
be reasonably requested by the Administrative Agent. Subject to the terms of the
Intercreditor Agreement, 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. Prior to the Discharge Conditions being met, the
requirements of this Section 5.11(a) to deliver any Collateral to the Collateral
Agent shall be deemed satisfied by the delivery of such Collateral to the First
Lien Collateral Agent.

          (b) Subject to the terms of the Intercreditor Agreement, 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). Prior to the
Discharge Conditions being met, the requirements of this Section 5.11(b) to
deliver any Collateral to the Collateral Agent shall be deemed satisfied by the
delivery of such Collateral to the First Lien Collateral Agent.

          (c) Subject to the terms of the Intercreditor Agreement, 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 Obligations (unless the subject property is already mortgaged to a third
party to the extent permitted by Section 6.02). Subject to the terms of the
Intercreditor Agreement, such Mortgages


                                      -64-
<PAGE>
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 Second Priority Liens subject only
Liens acceptable to the Collateral Agent. Subject to the terms of the
Intercreditor Agreement, 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. Subject to
the terms of the Intercreditor Agreement, 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) Subject to the terms of the Intercreditor Agreement, 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 has a fair market value of at
least $2.0 million, in each case, as additional security for the Obligations
(unless the subject property is already mortgaged to a third party to the extent
permitted by Section 6.02). Subject to the terms of the Intercreditor Agreement,
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 Second
Priority Liens subject only to Liens acceptable to the Collateral Agent. Subject
to the terms of the Intercreditor Agreement, 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. Subject to the terms of the Intercreditor Agreement, 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. Subject to the
terms of the Intercreditor Agreement, promptly, upon the reasonable request of
the Administrative Agent, the Collateral Agent or any Lender, at Borrower's
expense, execute, acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter register, file or record, or
cause to be registered, filed or recorded, in an appropriate governmental
office, any document or instrument supplemental to or confirmatory of the
Security Documents or otherwise deemed by the Administrative Agent or the
Collateral Agent reasonably necessary or desirable for the continued validity,
perfection and priority of the Liens on the Collateral covered thereby subject
to no other Liens except as permitted by the applicable Security Document, or
obtain any consents or waivers as may be necessary or appropriate in connection
therewith. Deliver or cause to be delivered to the Administrative Agent and the
Collateral Agent from time to time such other documentation, consents,
authorizations, approvals and orders in form and substance reasonably
satisfactory to the Administrative Agent and the Collateral Agent as the
Administrative Agent and the Collateral Agent shall reasonably deem necessary to
perfect or maintain the Liens on the Collateral pursuant to the Security
Documents. Upon the exercise by the Administrative Agent, the Collateral


                                      -65-
<PAGE>
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 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, 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


                                      -66-
<PAGE>
          (a) Indebtedness incurred under this Agreement 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 First Lien Credit Agreement;

          (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 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


                                      -67-
<PAGE>
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.

          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;


                                      -68-
<PAGE>
          (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;

          (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


                                      -69-
<PAGE>
     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;

          (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
     Obligations and (ii) Liens granted on the Collateral to secure the First
     Lien Obligations;

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


                                      -70-
<PAGE>
          (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 First 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 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;


                                      -71-
<PAGE>
          (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;

          (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


                                      -72-
<PAGE>
          (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.

          Subject to the terms of the Intercreditor Agreement, 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 First 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 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;


                                      -73-
<PAGE>
          (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(e);

          (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.

          Subject to the terms of the Intercreditor Agreement, 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 First 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);

          (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


                                      -74-
<PAGE>
          (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);

          (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;

          (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


                                      -75-
<PAGE>
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 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;


                                      -76-
<PAGE>
          (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
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:


                                      -77-
<PAGE>
<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) amend or modify, or permit the amendment or modification of, any
     provision of any Transaction Document (other than the First 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

          (c) terminate, amend, modify (including electing to treat any Pledged
     Interests (as defined in the Security Agreement) as a "security" under
     Section 8-103 of the UCC) or 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.


                                      -78-
<PAGE>
          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 First Lien Credit 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 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 and subject to the
Intercreditor Agreement, be delivered to the Collateral Agent for pledge
pursuant to the applicable Security Agreement. Prior to the Discharge Conditions
being met, the requirements of this Section 6.13(b) to deliver


                                      -79-
<PAGE>
any Collateral to the Collateral Agent shall be deemed satisfied by the delivery
of such Collateral to the First Lien Collateral Agent

          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 First 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 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 First Lien Credit Agreement; (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 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 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


                                      -80-
<PAGE>
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).

          (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
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


                                      -81-
<PAGE>
hereby jointly and severally agree that if Borrower or other Guarantor(s) shall
fail to pay in full when due (whether at stated maturity, by acceleration or
otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay
the same in cash, without any demand or notice whatsoever, and that in the case
of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

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

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

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

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

          (iv) any Lien or security interest granted to, or in favor of, 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


                                      -82-
<PAGE>
of payment without regard to any right of offset with respect to the Guaranteed
Obligations at any time or from time to time held by Secured Parties, and the
obligations and liabilities of the Guarantors hereunder shall not be conditioned
or contingent upon the pursuit by the Secured Parties or any other person at any
time of any right or remedy against Borrower or against any other person which
may be or become liable in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right of
offset with respect thereto. This Guarantee shall remain in full force and
effect and be binding in accordance with and to the extent of its terms upon the
Guarantors and the successors and assigns thereof, and shall inure to the
benefit of the Lenders, and their respective successors and assigns,
notwithstanding that from time to time during the term of this Agreement there
may be no Guaranteed Obligations outstanding.

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

          SECTION 7.04 SUBROGATION; SUBORDINATION. Each Guarantor hereby agrees
that until the indefeasible payment and satisfaction in full in cash of all
Guaranteed Obligations 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
Obligations in the manner set forth in the Intercompany Note evidencing such
Indebtedness.

          SECTION 7.05 REMEDIES. Subject to the terms of the Intercreditor
Agreement, 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


                                      -83-
<PAGE>
of creditors generally, if the obligations of any Guarantor under Section 7.01
would otherwise be held or determined to be void, voidable, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under Section 7.01, then, notwithstanding any
other provision to the contrary, the amount of such liability shall, without any
further action by such Guarantor, any Loan Party or any other person, be
automatically limited and reduced to the highest amount that is valid and
enforceable and not subordinated to the claims of other creditors as determined
in such action or proceeding.

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


                                      -84-
<PAGE>
     or shall not be waived for a period of 30 days after written notice thereof
     from the Administrative Agent or any Lender to Borrower;

          (f) any Company shall (i) fail to pay any principal or interest,
     regardless of amount, due in respect of any Indebtedness (other than the
     Obligations), when and as the same shall become due and payable beyond any
     applicable grace period, or (ii) fail to observe or perform any other term,
     covenant, condition or agreement contained in any agreement or instrument
     evidencing or governing any such Indebtedness if the effect of any failure
     referred to in this clause (ii) is to cause, or to permit the holder or
     holders of such Indebtedness or a trustee or other representative on its or
     their behalf (with or without the giving of notice, the lapse of time or
     both) to cause, such Indebtedness to become due prior to its stated
     maturity or become subject to a mandatory offer purchase by the obligor;
     provided that it shall not constitute an Event of Default pursuant to this
     paragraph (f) unless the aggregate amount of all such Indebtedness referred
     to in clauses (i) and (ii) exceeds $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); provided further that, with
     respect to any such failure under the First Lien Credit Agreement, such
     failure shall only constitute an Event of Default under this Section
     8.01(f), if the First Lien Obligations have been accelerated due to such
     failure and such acceleration has not been rescinded within 60 days of such
     acceleration;

          (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


                                      -85-
<PAGE>
     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
     security interest in and Second Priority Lien on all of such Collateral
     (except as otherwise expressly provided in this Agreement or such Security
     Document or the Intercreditor Agreement)) in favor of the Collateral Agent,
     or shall be asserted by Borrower or any other Loan Party not to be a valid,
     perfected security interest in or Second Priority Lien on (except as
     otherwise expressly provided in this Agreement or such Security Document or
     the Intercreditor Agreement) such Collateral;

          (l) any Loan Document or any material provisions thereof shall at any
     time and for any reason be declared by a court of competent jurisdiction to
     be null and void, or a proceeding shall be commenced by any Loan Party or
     any other person, or by any Governmental Authority, seeking to establish
     the invalidity or unenforceability thereof (exclusive of questions of
     interpretation of any provision thereof), or any Loan Party shall repudiate
     or deny any portion of its liability or obligation for the Obligations; or

          (m) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to 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 declare the Loans
then outstanding to be forthwith due and payable in whole or in part, whereupon
the principal of the Loans 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 principal of the Loans 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 owing
by it that shall have become due otherwise than by acceleration


                                      -86-
<PAGE>
(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 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. Subject to the terms of the
Intercreditor Agreement, the proceeds received by the Collateral Agent in
respect of any sale of, collection from or other realization upon all or any
part of the Collateral pursuant to the exercise by the Collateral Agent of its
remedies shall be applied, in full or in part, together with any other sums then
held by the Collateral Agent pursuant to this Agreement, promptly by the
Collateral Agent as follows:

          (a) First, to the payment of all reasonable costs and expenses, fees,
     commissions and taxes of such sale, collection or other realization
     including compensation to the Collateral Agent and its agents and counsel,
     and all expenses, liabilities and advances made or incurred by the
     Collateral Agent in connection therewith and all amounts for which the
     Collateral Agent is entitled to indemnification pursuant to the provisions
     of any Loan Document, together with interest on each such amount at the
     highest rate then in effect under this Agreement from and after the date
     such amount is due, owing or unpaid until paid in full;

          (b) Second, to the payment of all other reasonable costs and expenses
     of such sale, collection or other realization including compensation to the
     other Secured Parties and their agents and counsel and all costs,
     liabilities and advances made or incurred by the other Secured Parties in
     connection therewith, together with interest on each such amount at the
     highest rate then in effect under this Agreement from and after the date
     such amount is due, owing or unpaid until paid in full;

          (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 any fees, premiums and scheduled periodic payments due under
     Hedging Agreements constituting 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 and any breakage, termination or other
     payments under Hedging Agreements constituting 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


                                      -87-
<PAGE>
any deficiency. Each Loan Party acknowledges the relative rights, priorities and
agreements of the Secured Parties and the First 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) 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 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 and the Lenders, and neither Borrower
nor any other Loan Party shall have rights as a third party beneficiary of any
of such provisions.


                                      -88-
<PAGE>
          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(a). No Agent shall have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, no Agent:

          (i) shall be subject to any fiduciary or other implied duties,
     regardless of whether a Default has occurred and is continuing;

          (ii) shall have any duty to take any discretionary action or exercise
     any discretionary powers, except discretionary rights and powers expressly
     contemplated hereby or by the other Loan Documents that such Agent is
     required to exercise as directed in writing by the Required Lenders (or
     such other number or percentage of the Lenders as shall be expressly
     provided for herein or in the other Loan Documents); provided that such
     Agent shall not be required to take any action that, in its judgment or the
     judgment of its counsel, may expose such Agent to liability or that is
     contrary to any Loan Document or applicable Requirements of Law; and

          (iii) shall, except as expressly set forth herein and in the other
     Loan Documents, have any duty to disclose, and shall not be liable for the
     failure to disclose, any information relating to Borrower or any of its
     Affiliates that is communicated to or obtained by the person serving as
     such Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (x) with the
consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the 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 or a Lender.

          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.


                                      -89-
<PAGE>
          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 that
by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan. Each Agent may
consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

          SECTION 9.05 DELEGATION OF DUTIES. Each Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub-agents appointed by such Agent.
Each Agent and any such sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and
to the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

          SECTION 9.06 RESIGNATION OF AGENT. Each Agent may at any time give
notice of its resignation to the Lenders 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, 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 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
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.


                                      -90-
<PAGE>
          SECTION 9.07 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender
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 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 Agent 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 or a Lender 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.

          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


                                      -91-
<PAGE>
               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

          (ii) if to the Administrative Agent or the Collateral Agent, 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.

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 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 pursuant to Article II if
such Lender 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


                                      -92-
<PAGE>
from the intended recipient (such as by the "return receipt requested" function,
as available, return e-mail or other written acknowledgement); provided that if
such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.

          (c) Change of Address, Etc. Any party hereto may change its address or
telecopier number for notices and other communications hereunder by notice to
the other parties hereto.

          (d) Posting. Each Loan Party hereby agrees that it will provide to the
Administrative Agent all information, documents and other materials that it is
obligated to furnish to the Administrative Agent pursuant to this Agreement and
any other Loan Document, including all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but
excluding any such communication that (i) relates to a request for a new, or a
conversion of an existing, Borrowing or other extension of credit (including any
election of an interest rate or interest period relating thereto), (ii) relates
to the payment of any principal or other amount due under this Agreement prior
to the scheduled date therefor, (iii) provides notice of any Default under this
Agreement or (iv) is required to be delivered to satisfy any condition 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


                                      -93-
<PAGE>
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 or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of each Agent 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 shall not
be construed as a waiver of any Default, regardless of whether any Agent or any
Lender 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 the terms of the Intercreditor
Agreement and to Sections 10.02(c) and (d), neither this Agreement nor any other
Loan Document nor any provision hereof or thereof may be waived, amended,
supplemented or modified except, in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by Borrower and the Required
Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent, the Collateral
Agent (in the case of any Security Document) and the Loan Party or Loan Parties
that are party thereto, in each case with the written consent of the Required
Lenders; provided that no such agreement shall be effective if the effect
thereof would:

          (i) increase the Commitment of any Lender without the written consent
     of such Lender (it being understood that no amendment, modification,
     termination, waiver or consent with respect to any condition precedent,
     covenant or Default shall constitute an increase in the Commitment of any
     Lender);

          (ii) reduce the principal amount of any Loan or reduce the rate of
     interest thereon (other than interest pursuant to Section 2.06(c)) or
     premium applicable thereto, 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 postpone
     any date for the payment of any interest or fees payable hereunder or (B)
     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)), 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;


                                      -94-
<PAGE>
          (v) permit the assignment or delegation by Borrower of any of its
     rights or obligations under any Loan Document, without the written consent
     of each Lender;

          (vi) release 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
     Obligations entitled to the Liens of the Security Documents, in each case
     without the written consent of each Lender;

          (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 Section
     2.02(a), 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
     consented to by the Required Lenders);

          (x) change the percentage set forth in the definition of "Required
     Lenders" or any other provision of any Loan Document (including this
     Section) specifying the number or percentage of Lenders 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, 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; or

          (xi) 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;

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 Lenders (as
     defined in the First Lien Credit Agreement) (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).

          (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


                                      -95-
<PAGE>
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, 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 and any Lender replaced prior to the first
anniversary of the Closing Date is paid a premium equal to 1% of the aggregate
principal amount of the Loans so replaced.

          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 out-of-pocket
expenses incurred by the Administrative Agent, the Collateral Agent or any
Lender (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 or any Lender), 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 hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans and (iii) 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 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 the use or proposed use of the proceeds
therefrom, (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


                                      -96-
<PAGE>
is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by Borrower or any other Loan Party against an Indemnitee for breach in
bad faith of such Indemnitee's obligations hereunder or under any other Loan
Document, if Borrower or such Loan Party has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction; provided, further, that Borrower shall not be required to
reimburse the legal fees and expenses of more than one outside counsel (in
addition to any reasonably necessary special counsel and up to one local counsel
in each applicable local jurisdiction) for all Indemnitees unless, in the
reasonable written opinion of outside counsel to such Indemnitees,
representation of all such Indemnitees would be inappropriate due to the
existence of an actual or potential conflict of interest.

          (c) Reimbursement by Lenders. To the extent that Borrower for any
reason fails to indefeasibly pay any amount required under paragraph (a) or (b)
of this Section 10.03 to be paid by it to the Administrative Agent (or any
sub-agent thereof), the Collateral Agent 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) 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) or the Collateral Agent (or any sub-agent thereof) 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) or the Collateral Agent (or any
sub-agent thereof) 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 outstanding Loans 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 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 and
each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder


                                      -97-
<PAGE>
except (i) to an Eligible Assignee in accordance with the provisions of
paragraph (b) of this Section 10.04, (ii) by way of participation in accordance
with the provisions of paragraph (d) of this Section 10.04 or (iii) by way of
pledge or assignment of a security interest subject to the restrictions of
paragraph (f) of this Section (and any other attempted assignment or transfer by
Borrower or any Lender shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in paragraph (d) of this Section and, to the
extent expressly contemplated hereby, the other Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

          (b) Assignments by Lenders. Any Lender may at any time assign to one
or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that

          (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 $1.0 million, 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


                                      -98-
<PAGE>
Lender of a participation in such rights and obligations in accordance with
paragraph (d) of this Section 10.04.

          (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 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 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 Collateral Agent 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 or the Administrative Agent, 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 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


                                      -99-
<PAGE>
of, trustee for, or any other representative of holders of, obligations owed or
securities issued, by such fund, as security for such obligations or securities.

          SECTION 10.05 SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Agents 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 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 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 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


                                     -100-
<PAGE>
remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 10.08 RIGHT OF SETOFF. Subject to the Intercreditor Agreement,
if an Event of Default shall have occurred and be continuing, each Lender and
each of its 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 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,
irrespective of whether or not such Lender 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 different from the branch or office holding such deposit
or obligated on such indebtedness. The rights of each Lender and its Affiliates
under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender or its Affiliates may have. Each Lender
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 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

                                     -101-
<PAGE>
notices (other than telecopier) in Section 10.01. Nothing in this Agreement or
any other Loan Document will affect the right of any party hereto to serve
process in any other manner permitted by applicable Requirements of Law.

          SECTION 10.10 WAIVER OF JURY TRIAL. Each Loan Party hereby waives, to
the fullest extent permitted by applicable Requirements of Law, any right it may
have to a trial by jury in any legal proceeding directly or indirectly arising
out of or relating to this Agreement, any other Loan Document or the
transactions contemplated hereby (whether based on contract, tort or any other
theory). Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section.

          SECTION 10.11 HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 10.12 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each
of the Administrative Agent and the Lenders 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 or any of its 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 or any Lender 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


                                     -102-
<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 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]


                                     -103-
<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
                                               ---------------------------------


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<PAGE>
                                        UBS SECURITIES LLC, as Arranger,
                                           Syndication Agent and Documentation
                                           Agent


                                        By:   /s/ JOHN C. CROCKETT
                                            ------------------------------------
                                        Name:  John C. Crockett
                                              ----------------------------------
                                        Title:  Director
                                               ---------------------------------


                                        By:  /s/ SHAW H. KASSAB
                                            ------------------------------------
                                        Name:  Shaw H. Kassab
                                              ----------------------------------
                                        Title:   Director
                                               ---------------------------------


                                        UBS AG, STAMFORD BRANCH, as
                                           Administrative Agent and Collateral
                                           Agent


                                        By:   /s/ JOSELIN FENANDES
                                            ------------------------------------
                                        Name:  Joselin Fenandes
                                              ----------------------------------
                                        Title:  Banking Products Services, US
                                               ---------------------------------


                                        By:   /s/ RICHARD L. TAVROW
                                            ------------------------------------
                                        Name:   Richard L. Tavrow
                                              ----------------------------------
                                        Title:  Banking Products Services, US
                                               ---------------------------------


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