exv10w1



 





     AMENDMENT AGREEMENT NO.3 dated as of September 28, 2007 (this “Amendment”), with
respect to the Fourth Amended and Restated Credit Agreement dated as of August 15, 2006 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among REGENCY GAS SERVICES LP, a Delaware limited partnership, REGENCY ENERGY PARTNERS
LP, a Delaware limited partnership, the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC
(“UBSS”) and WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Capital Markets”), as joint lead arrangers
and joint bookmanagers for the Tranche B-1 Term Loans, WACHOVIA CAPITAL MARKETS, CITIGROUP GLOBAL
MARKETS INC. (“CGMI”) and UBSS, as joint lead arrangers and joint bookmanagers for the Revolving
Loans, WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties, as issuing
bank and swingline lender, UBS LOAN FINANCE LLC, as syndication agent for the Loans, CGMI, as
co-syndication agent for the Revolving Loans and FORTIS CAPITAL CORP.. JPMORGAN CHASE BANK, N.A.,
THE ROYAL BANK OF SCOTLAND PLC and MORGAN STANLEY BANK, as co-documentation agents.



     A. The Borrower has requested that the Administrative Agent and Required Lenders agree to
amend certain provisions of the Credit Agreement in order to increase the Revolving Commitment in
an aggregate principal amount of $250,000,000;



     B. The Administrative Agent and Required Lenders are willing so to agree and to amend certain
provisions of the Credit Agreement pursuant to the terms and subject to the conditions set forth
herein.



     C. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed
to them in the Credit Agreement.



     In consideration of the premises and the agreements, provisions and covenants contained
herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth
herein, as follows:



     SECTION 1.      Amendments. Section 1.01 of the Credit Agreement shall be amended as
follows:




(a)      the definition of “Additional Revolving Lender” shall be amended and restated
in its entirety to read as follows:




““Additional Revolving Lender” shall mean a Person with (i) a Replacement Revolving
Commitment or (ii) a New Revolving Commitment, in each case on or after the
Amendment Effective Date.”




(b)      the definition of “Eligible Assignee” shall be amended and restated in its entirety to
read as follows:




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




(c)      the definition of “New Revolving Commitment” shall be amended and restated in its
entirety to read as follows:



 









 






““New Revolving Commitment” shall mean the commitment by each Additional Revolving
Lender that executes and delivers a counterpart of the Amendment Agreement or
Amendment No. 3 pursuant to which it agrees to make Revolving Loans in an amount set
forth on Schedule 1 to the Amendment Agreement or the amount set forth below its
signature to Amendment No. 3, having identical terms with, and having the same
rights and obligations under the Loan Documents as, the Renewed Revolving
Commitments.”




(d)      the definition of “Commitment” shall be amended by deleting the reference therein to
“Tranche B-1 Term Loans or”.




(e)      the definition of “Revolving Commitment” shall be amended and restated in its entirety
to read as follows:




““Revolving Commitment” shall mean (i) with respect to each Lender on the Amendment
Effective Date, (a) a Renewed Revolving Commitment, (b) a Replacement Revolving
Commitment or (c) a New Revolving Commitment and (ii) the commitment of each person
after the Amendment Effective Date to make Revolving Loans pursuant to an Assignment
and Assumption, Amendment No. 3, an Increase Joinder or a Revolving Loan Joinder, in
each case as the same may be (x) reduced from time to time pursuant to Section 2.07,
(y) reduced or increased from time to time pursuant to assignments to or by such
Lender pursuant to Section 10.04 or (z) increased from time to time pursuant to
Section 2.19. The aggregate principal amount of the Revolving Commitments on the
Amendment Effective Date was $250.0 million and the aggregate principal amount of
the Revolving Commitments on the Amendment No. 3 Effective Date is $500.0 million.”




(f)      the following definitions shall be deleted in their entirety:




(i) “Incremental Tranche B-1 Term Loan Commitment”; and




(ii) “Incremental Tranche B-1 Term Loans”.




(g)      Section 2.19 shall be amended and restated in its entirety to read as follows:




“ SECTION 2.19      Increase in Commitments; Release of Collateral




(a)      Borrower Request. Borrower may by 10 Business Days’ written notice to
the Administrative Agent request, on up to but no more than four separate occasions,
prior to the Revolving Maturity Date, an increase to the existing Revolving
Commitments by an aggregate amount not in excess of $250.0 million in the aggregate
and not less than $5.0 million individually; provided, however, that after any
increase in Commitments pursuant to this Section 2.19, the total aggregate amount of
the Revolving Commitments shall not exceed $750.0 million. Each such notice shall
specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes
that the increased or new Commitments shall be effective, which shall be a date not
less than 10 Business Days after the date on which such notice is delivered to the
Administrative Agent and (ii) the identity of each Eligible Assignee to whom
Borrower proposes any portion of such increased or new Commitments be allocated and
the amounts of such allocations; provided that any existing Lender approached to
provide all or a portion of the increased or new Commitments may elect or decline,
in its sole discretion, to provide such increased or new Commitment.



 









 






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




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




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




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




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




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




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




(d)      Adjustment of Revolving Loans. Each of the Revolving Lenders having a Revolving
Commitment prior to such Increase Effective Date (the “Pre-Increase Revolving
Lenders”) shall assign to any Revolving Lender which is acquiring a new or
additional Revolving Commitment on the Increase Effective Date (the “Post-Increase
Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from
each Pre-Increase Revolving Lender, at the principal amount thereof together with
accrued and unpaid interest and fees, if any, such interests in the Revolving Loans
and participation interests in LC Exposure and Swingline Loans outstanding on such
Increase Effective



 









 






Date as shall be necessary in order that, after giving effect to all such
assignments and purchases, such Revolving Loans and participation interests in LC
Exposure and Swingline Loans will be held by Pre-Increase Revolving Lenders and
Post-Increase Revolving Lenders ratably in accordance with their Revolving
Commitments after giving effect to such increased Revolving Commitments.




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




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




(h)      Section 10.02(b)(xi) shall be amended by deleting the reference therein to “and, if
additional Classes of Tranche B-1 Term Loans under this Agreement pursuant to Section 2.19
or consented to by the Required Lenders are made, such new Tranche B-1 Term Loans may be
included on a pro rata basis in the various prepayments required pursuant to Section
2.10(f)”; and




(i)      the following defined terms shall be added to Section 1.01 in appropriate alphabetical
order:




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




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



     SECTION 2. Conditions Precedent. The effectiveness of this Amendment is subject to
the condition that the Administrative Agent shall have received signature pages from the Required
Lenders, the Borrower and the Subsidiary Guarantors and the Borrower shall deliver or cause to be
delivered any legal opinions or other documents reasonably requested by the Administrative Agent in
connection with any such transaction.



 









 





     SECTION 3. Representations and Warranties. The Borrower represents and warrants to
the Administrative Agent and each of the Lenders that:




     (a)      This Amendment is within the Borrower’s organizational powers and has been duly
authorized by all necessary organizational action on the part the Borrower. This Amendment
has been duly executed and delivered by the Borrower and constitutes, a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.




     (b)      After giving effect to this Amendment, the representations and warranties set forth
in Article III of the Credit Agreement or in any Loan Document are true and correct in all
material respects (it being understood and agreed that any representation or warranty that
by its terms is made as of a specified date shall be required to be true and correct in all
material respects as of a specified date).




     (c)      After giving effect to this Amendment, no Default has occurred or is continuing.



     SECTION 4. Credit Agreement. Except as specifically provided hereby, the Credit
Agreement shall continue in full force and effect in accordance with the provisions thereof as in
existence on the date hereof. After the date hereof, any reference to the Credit Agreement in any
Loan Document shall mean the Credit Agreement as modified hereby. This Amendment shall be a Loan
Document for all purposes.



     SECTION 5. Applicable Law. This Amendment shall be governed by, and be construed in
accordance with, the laws of the State of New York.



     SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together shall constitute
one contract. Delivery of an executed signature page of this Amendment by facsimile or “pdf file”
transmission shall be effective as delivery of a manually executed counterpart hereof.



     SECTION 7. Expenses. Borrower agrees to reimburse the Administrative Agent for its
reasonable out-of-pocket expenses incurred by it in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the
Administrative Agent.



     SECTION 8. Headings. The Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.



[Signature pages to follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first written above.



	 	 	 	 	 
	 	REGENCY GAS SERVICES LP,
 	 
	 	 	 	 
	 	By:  	Regency OLP GP LLC, its general partner
 	 
	 	 	 	 
	 	By:  	/s/ Stephen L. Arata
 	 
	 	 	Stephen L. Arata 	 
	 	 	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as

Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





	 	 	 	 	 
	 	 	 
	 	  	

 	 
	 	 	     as a Lender 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



New Revolving Commitment:                                                             





 









 





     Each of the undersigned, in its capacity as a Guarantor, hereby acknowledges the terms and
conditions set forth in this Amendment and hereby ratifies and confirms its obligations under the
Credit Agreement as amended by this Amendment, including, without limitation, its guarantee of the
Guaranteed Obligations.



	 	 	 	 	 
	 	 	REGENCY ENERGY PARTNERS LP
	 

	 	By:
	 	Regency GP LP, its General Partner
	 

	 	By:
	 	Regency GP LLC, its General Partner
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Stephen L. Arata
	 

	 	 	 	 
	 

	 	 	 	Stephen L. Arata
	 

	 	 	 	Executive Vice President and
	 

	 	 	 	Chief Financial Officer
	 
	 	 	 	 
	 	 	REGENCY WAHA LP, LLC
	 	 	REGENCY NGL GP, LLC
	 	 	REGENCY GAS MARKETING 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 MARKETING LP
	 

	 	By:
	 	Regency Gas Marketing GP, LLC,
 its General Partner
	 	 	REGENCY GAS SERVICES WAHA, LP
	 

	 	By:
	 	Regency Waha GP, LLC, 
its General Partner
	 	 	PUEBLO HOLDINGS, INC.
	 	 	PUEBLO MIDSTREAM GAS CORPORATION
	 	 	PUEBLO ENERGY MARKETING, INC.
	 	 	REGENCY OIL PIPELINE LLC
	 
	 	 	 	 
	 

	 	By:	 	/s/ Stephen L. Arata
	 

	 	 	 	 
	 

	 	 	 	Stephen L. Arata
	 

	 	 	 	Vice President






 









 





	 	 	 	 	 
	 	 	REGENCY TS GP LLC
	 	 	REGENCY FIELD SERVICES LP
	 

	 	By:
	 	Regency TS GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY GUARANTOR GP LLC
	 	 	REGENCY GUARANTOR LP
	 

	 	By:
	 	Regency Guarantor GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY OPERATING GP LLC
	 	 	REGENCY EASTEX NEWLINE LP
	 

	 	By:
	 	Regency Operating GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY OPERATING LP
	 

	 	By:
	 	Regency Operating GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY EASTEX PROTREAT I LP
	 

	 	By:
	 	Regency Operating GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY EASTEX PROTREAT II LP
	 

	 	By:
	 	Regency Operating GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY GU GP LLC
	 	 	REGENCY GAS UTILITY LP
	 

	 	By:
	 	Regency GU GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY FS GP LLC
	 	 	REGENCY FS LP
	 

	 	By:
	 	Regency FS GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY TS ACQUISITION GP LLC
	 	 	REGENCY TS ACQUISITION LP
	 

	 	By:
	 	Regency TS Acquisition GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY FN GP LLC
	 	 	REGENCY FRIO NEWLINE LP
	 

	 	By:
	 	Regency FN GP LLC,
	 

	 	 	 	its General Partner
	 	 	REGENCY TGG LLC
	 	 	REGENCY PIPELINE COMPANY INC.
	 	 	REGENCY GAS COMPANY LTD.
	 

	 	By:
	 	Regency Pipeline Company Inc.,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Stephen L. Arata
	 

	 	 	 	 
	 

	 	 	 	Stephen L. Arata
	 

	 	 	 	Vice President






 









 





	 	 	 	 	 
	 	 	PALAFOX JOINT VENTURE
	 
	 	 	 	 
	 

	 	By:
	 	Regency Gas Company Ltd.,
	 

	 	 	 	its Venturer
	 

	 	By:
	 	Regency Pipeline Company Inc.,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Stephen L. Arata
	 

	 	 	 	 
	 

	 	 	 	Stephen L. Arata
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 

	 	By:
	 	Regency Gas Services LP,
	 

	 	 
	 	its Venturer
	 

	 	By:
	 	
Regency OLP GP LLC,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:	 	 /s/ Stephen L. Arata
	 

	 	 	 	 
	 

	 	 	 	Stephen L. Arata
	 

	 	 	 	Vice President