exv10w1



 



EXHIBIT
10.1




 



$850,000,000




FOURTH AMENDED AND RESTATED




CREDIT AGREEMENT




dated as of December 1, 2004,




Amended and Restated as of

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

and Further Amended and Restated as of




August 15, 2006




among




REGENCY GAS SERVICES LP,

as Borrower,




REGENCY ENERGY PARTNERS LP




and




THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,




THE LENDERS PARTY HERETO,




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank,




UBS SECURITIES LLC,

and

WACHOVIA CAPITAL MARKETS, LLC,

as Joint Lead Arrangers and Joint Bookmanagers

for the Tranche B-1 Term Loans,




WACHOVIA CAPITAL MARKETS, LLC,

CITIGROUP GLOBAL MARKETS INC.

and

UBS SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookmanagers

for the Revolving Loans,




UBS LOAN FINANCE LLC,

as Syndication Agent,




CITIGROUP GLOBAL MARKETS INC.,

as Co-Syndication Agent for the Revolving Loans,




and




FORTIS CAPITAL CORP.

and

JPMORGAN CHASE BANK, N.A.

as Co-Documentation Agents




Cahill Gordon & Reindel llp

80 Pine Street

New York, NY 10005




 

 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 
	 	 	 	 	 	 
	 
	 	ARTICLE I	 	 	 	 
	 
	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.01
	 	Defined Terms	 	 	3	 
	SECTION 1.02
	 	Classification of Loans and Borrowings 	 	 	39	 
	SECTION 1.03
	 	Terms Generally 	 	 	39	 
	SECTION 1.04
	 	Accounting Terms; GAAP 	 	 	39	 
	SECTION 1.05
	 	Resolution of Drafting Ambiguities 	 	 	39	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	THE CREDITS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01
	 	Commitments 	 	 	40	 
	SECTION 2.02
	 	Loans 	 	 	40	 
	SECTION 2.03
	 	Borrowing Procedure 	 	 	42	 
	SECTION 2.04
	 	Evidence of Debt; Repayment of Loans 	 	 	42	 
	SECTION 2.05
	 	Fees 	 	 	43	 
	SECTION 2.06
	 	Interest on Loans 	 	 	44	 
	SECTION 2.07
	 	Termination and Reduction of Commitments 	 	 	45	 
	SECTION 2.08
	 	Interest Elections 	 	 	46	 
	SECTION 2.09
	 	[Intentionally Omitted] 	 	 	47	 
	SECTION 2.10
	 	Optional and Mandatory Prepayments of Loans 	 	 	47	 
	SECTION 2.11
	 	Alternate Rate of Interest 	 	 	50	 
	SECTION 2.12
	 	Yield Protection 	 	 	50	 
	SECTION 2.13
	 	Breakage Payments 	 	 	52	 
	SECTION 2.14
	 	Payments Generally; Pro Rata Treatment; Sharing of Setoffs 	 	 	52	 
	SECTION 2.15
	 	Taxes 	 	 	54	 
	SECTION 2.16
	 	Mitigation Obligations; Replacement of Lenders	 	 	56	 
	SECTION 2.17
	 	Swingline Loans 	 	 	57	 
	SECTION 2.18
	 	Letters of Credit 	 	 	58	 
	SECTION 2.19
	 	Increase in Commitments; Release of Collateral 	 	 	65	 
	SECTION 2.20
	 	Modification of Revolving Loans	 	 	67	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01
	 	Organization; Powers 	 	 	68	 
	SECTION 3.02
	 	Authorization; Enforceability 	 	 	69	 
	SECTION 3.03
	 	No Conflicts 	 	 	69	 
	SECTION 3.04
	 	Financial Statements; Projections 	 	 	69	 
	SECTION 3.05
	 	Properties 	 	 	70	 
	SECTION 3.06
	 	Intellectual Property 	 	 	70	 
	SECTION 3.07
	 	Equity Interests and Subsidiaries 	 	 	71	 






-i-









 






	 	 	 	 	 	 	 
	Section	 	 	 	Page
	SECTION 3.08
	 	Litigation; Compliance with Laws 	 	 	72	 
	SECTION 3.09
	 	Agreements 	 	 	72	 
	SECTION 3.10
	 	Federal Reserve Regulations 	 	 	72	 
	SECTION 3.11
	 	Investment Company Act 	 	 	72	 
	SECTION 3.12
	 	Use of Proceeds 	 	 	72	 
	SECTION 3.13
	 	Taxes 	 	 	73	 
	SECTION 3.14
	 	No Material Misstatements 	 	 	73	 
	SECTION 3.15
	 	Labor Matters 	 	 	73	 
	SECTION 3.16
	 	Solvency 	 	 	74	 
	SECTION 3.17
	 	Employee Benefit Plans 	 	 	74	 
	SECTION 3.18
	 	Environmental Matters 	 	 	74	 
	SECTION 3.19
	 	Insurance 	 	 	75	 
	SECTION 3.20
	 	Security Documents 	 	 	75	 
	SECTION 3.21
	 	Acquisition Documents 	 	 	76	 
	SECTION 3.22
	 	Anti-Terrorism Law 	 	 	76	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01
	 	Conditions Precedent to Initial Credit Extension on the Amendment Effective Date	 	 	77	 
	SECTION 4.02
	 	Conditions to All Credit Extensions 	 	 	77	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V	 	 	 	 
	 
	 	AFFIRMATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01
	 	Financial Statements, Reports, etc.	 	 	78	 
	SECTION 5.02
	 	Litigation and Other Notices 	 	 	80	 
	SECTION 5.03
	 	Existence; Businesses and Properties 	 	 	81	 
	SECTION 5.04
	 	Insurance 	 	 	82	 
	SECTION 5.05
	 	Obligations and Taxes 	 	 	82	 
	SECTION 5.06
	 	Employee Benefits 	 	 	83	 
	SECTION 5.07
	 	Maintaining Records; Access to Properties and Inspections 	 	 	83	 
	SECTION 5.08
	 	Use of Proceeds 	 	 	83	 
	SECTION 5.09
	 	Compliance with Environmental Laws; Environmental Reports 	 	 	83	 
	SECTION 5.10
	 	Interest Rate Protection 	 	 	84	 
	SECTION 5.11
	 	Additional Collateral; Additional Guarantors 	 	 	84	 
	SECTION 5.12
	 	Security Interests; Further Assurances 	 	 	86	 
	SECTION 5.13
	 	Information Regarding Collateral 	 	 	87	 
	SECTION 5.14
	 	Post-Closing Collateral Matters 	 	 	87	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	NEGATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01
	 	Indebtedness 	 	 	88	 
	SECTION 6.02
	 	Liens 	 	 	90	 
	SECTION 6.03
	 	Sale and Leaseback Transactions 	 	 	94	 






-ii-









 






	 	 	 	 	 	 	 
	Section	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 6.04
	 	Investment, Loan and Advances 	 	 	94	 
	SECTION 6.05
	 	Mergers and Consolidations; Dissolution 	 	 	95	 
	SECTION 6.06
	 	Asset Sales 	 	 	96	 
	SECTION 6.07
	 	Acquisitions 	 	 	97	 
	SECTION 6.08
	 	Dividends 	 	 	97	 
	SECTION 6.09
	 	Transactions with Affiliates 	 	 	98	 
	SECTION 6.10
	 	Financial Covenants 	 	 	99	 
	SECTION 6.11
	 	Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.	 	 	99	 
	SECTION 6.12
	 	Limitation on Certain Restrictions on Subsidiaries 	 	 	99	 
	SECTION 6.13
	 	Limitation on Issuance of Capital Stock 	 	 	100	 
	SECTION 6.14
	 	Limitation on Creation of Subsidiaries 	 	 	100	 
	SECTION 6.15
	 	Business 	 	 	100	 
	SECTION 6.16
	 	[Intentionally Omitted] 	 	 	100	 
	SECTION 6.17
	 	Fiscal Year 	 	 	101	 
	SECTION 6.18
	 	No Further Negative Pledge 	 	 	101	 
	SECTION 6.19
	 	Anti-Terrorism Law; Anti-Money Laundering 	 	 	101	 
	SECTION 6.20
	 	Embargoed Person 	 	 	101	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	GUARANTEE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.01
	 	The Guarantee 	 	 	102	 
	SECTION 7.02
	 	Obligations Unconditional 	 	 	102	 
	SECTION 7.03
	 	Reinstatement 	 	 	103	 
	SECTION 7.04
	 	Subrogation; Subordination 	 	 	104	 
	SECTION 7.05
	 	Remedies 	 	 	104	 
	SECTION 7.06
	 	Instrument for the Payment of Money 	 	 	104	 
	SECTION 7.07
	 	Continuing Guarantee 	 	 	104	 
	SECTION 7.08
	 	General Limitation on Guarantee Obligations 	 	 	104	 
	SECTION 7.09
	 	Release of Guarantors 	 	 	104	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	EVENTS OF DEFAULT	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.01
	 	Events of Default 	 	 	105	 
	SECTION 8.02
	 	Rescission 	 	 	107	 
	SECTION 8.03
	 	Application of Proceeds 	 	 	108	 
	SECTION 8.04
	 	Right to Cure 	 	 	109	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IX	 	 	 	 
	 
	 	THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.01
	 	Appointment and Authority 	 	 	109	 
	SECTION 9.02
	 	Rights as a Lender 	 	 	109	 
	SECTION 9.03
	 	Exculpatory Provisions 	 	 	110	 
	SECTION 9.04
	 	Reliance by Agent 	 	 	110	 






-iii-









 






	 	 	 	 	 	 	 
	Section	 	 	 	Page
	SECTION 9.05
	 	Delegation of Duties 	 	 	111	 
	SECTION 9.06
	 	Resignation of Agent 	 	 	111	 
	SECTION 9.07
	 	Non-Reliance on Agent and Other Lenders 	 	 	112	 
	SECTION 9.08
	 	No Other Duties, etc.; Appointment 	 	 	112	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE X	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 10.01
	 	Notices 	 	 	112	 
	SECTION 10.02
	 	Waivers; Amendment 	 	 	115	 
	SECTION 10.03
	 	Expenses; Indemnity; Damage Waiver 	 	 	118	 
	SECTION 10.04
	 	Successors and Assigns 	 	 	120	 
	SECTION 10.05
	 	Survival of Agreement 	 	 	122	 
	SECTION 10.06
	 	Counterparts; Integration; Effectiveness; Electronic Execution 	 	 	123	 
	SECTION 10.07
	 	Severability 	 	 	123	 
	SECTION 10.08
	 	Right of Setoff 	 	 	124	 
	SECTION 10.09
	 	Governing Law; Jurisdiction; Consent to Service of Process 	 	 	124	 
	SECTION 10.10
	 	Waiver of Jury Trial 	 	 	125	 
	SECTION 10.11
	 	Headings 	 	 	125	 
	SECTION 10.12
	 	Treatment of Certain Information; Confidentiality 	 	 	125	 
	SECTION 10.13
	 	USA PATRIOT Act Notice 	 	 	126	 
	SECTION 10.14
	 	Interest Rate Limitation 	 	 	126	 
	SECTION 10.15
	 	[Reserved] 	 	 	126	 
	SECTION 10.16
	 	Obligations Absolute 	 	 	126	 






	 	 	 
	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 3.18

	 	Environmental Matters
	Schedule 3.19

	 	Insurance
	Schedule 6.01(b)

	 	Existing Indebtedness
	Schedule 6.02(c)

	 	Existing Liens
	Schedule 6.04(b)

	 	Existing Investments
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A

	 	Form of Administrative Questionnaire
	Exhibit B

	 	Form of Amended and Restated Assignment and Assumption
	Exhibit C

	 	Form of Borrowing Request
	Exhibit D

	 	Form of Compliance Certificate
	Exhibit E

	 	Form of Interest Election Request
	Exhibit F

	 	Form of Joinder Agreement
	Exhibit G

	 	Form of Landlord Access Agreement
	Exhibit H

	 	Form of LC Request






-iv-









 






	 	 	 
	Exhibit I

	 	[Reserved]
	Exhibit J

	 	Form of Mortgage
	Exhibit K-1

	 	Form of Term Note
	Exhibit K-2

	 	Form of Revolving Note
	Exhibit K-3

	 	Form of Swingline Note
	Exhibit L-1

	 	Form of Perfection Certificate
	Exhibit L-2

	 	Form of Perfection Certificate Supplement
	Exhibit M

	 	Form of Intercompany Note
	Exhibit N

	 	Form of Non-Bank Certificate








-v-









 








FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




     This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”, and as in effect prior to
the date hereof, the “Existing Credit Agreement”) dated as of December 1, 2004, amended and
restated as of July 26, 2005, November 30, 2005 and February 3, 2006 and further amended and
restated as of August 15, 2006, among REGENCY GAS SERVICES LP, a Delaware limited partnership
(including any successor-in-interest, “Borrower”), REGENCY ENERGY PARTNERS LP, a Delaware limited
partnership (including any successor-in-interest, “Regency MLP”), the Subsidiary Guarantors (such
term and each other capitalized term used but not defined where used having the meaning given to it
in Section 1.01), the Lenders, 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 (in such capacity, the “Term Arrangers”), WACHOVIA CAPITAL MARKETS, CITIGROUP GLOBAL
MARKETS INC. (“CGMI”) and UBSS, as joint lead arrangers and joint bookmanagers for the Revolving
Loans (Wachovia Capital Markets and UBSS, in such capacities, the “Revolving Arrangers” and
together with the Term Arrangers, the “Arrangers”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia
Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and
as collateral agent for the Secured Parties and the Issuing Bank (in such capacity, the “Collateral
Agent”), UBS LOAN FINANCE LLC (“UBS Loan Finance”), as syndication agent for the Facilities (in
such capacity, the “Syndication Agent”), CGMI, as co-syndication agent for the Revolving Facility
(in such capacity, the “Co-Syndication Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, as issuing
bank (in such capacity, the “Issuing Bank”) and swingline lender (in such capacity, the “Swingline
Lender”) and FORTIS CAPITAL CORP. and JPMORGAN CHASE BANK, N.A. as co-documentation agents (in such
capacity, the “Documentation Agents”).



WITNESSETH:




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



     WHEREAS, Borrower, the Lenders party thereto from time to time, UBS AG, Stamford Branch, as
administrative agent and collateral agent, UBSS, as arranger and bookmanager, UBS Loan Finance, as
swingline lender and certain other agents entered into (i) the first amendment and restatement of
the Original Credit Agreement on July 26, 2005, (ii) the second amendment and restatement thereof
on November 30, 2005 (the “Second Amended and Restated Credit Agreement”) and (iii) the third
amendment and restatement thereof on February 3, 2006 (the “Third Amended and Restated Credit
Agreement”);



     WHEREAS, Borrower, the Lenders party thereto, Wachovia Bank, as administrative agent and
collateral agent for the Third Amended and Restated Credit Agreement, UBSS and Wachovia Capital
Markets, as joint lead arrangers and joint bookmanagers for the Term Facility,



 









 







Wachovia Capital Markets, CGMI and UBSS, as joint lead arrangers and joint bookmanagers for
the Revolving Facility, UBSS, as syndication agent for the Facilities and CGMI, as co-syndication
agent for the Revolving Facility desire to further amend and restate the Third Amended and Restated
Credit Agreement on and subject to the terms and conditions set forth herein and in the Amendment
Agreement dated as of the date hereof (the “Amendment Agreement”) amongst the parties hereto;



     WHEREAS, Borrower intends to acquire all of the outstanding membership interests of TexStar
GP, LLC, a Delaware limited liability company (“TexStar GP”) and a 99.999% limited partnership
interest in TexStar Field Services, L.P., a Delaware limited partnership (“TexStar Field Services”,
and together with its subsidiaries and TexStar GP, the “Acquired Business”), pursuant to the terms
of the Contribution Agreement (the “TexStar Acquisition”) and, in connection with such TexStar
Acquisition, Borrower desires to renew, increase and amend and restate the Third Amended and
Restated Credit Agreement;



     WHEREAS, concurrently with the TexStar Acquisition, Borrower intends to consummate the Equity
Contribution and the Refinancing;



     WHEREAS, in connection with the foregoing, Borrower has requested the Lenders to (a) exchange
Term Loans under and as defined in the Third Amended and Restated Credit Agreement, (b) provide
additional Tranche B-1 Term Loans and (c) provide Revolving Loans to Borrower at any time and from
time to time prior to the Revolving Maturity Date, in an aggregate principal amount at any time
outstanding not in excess of $250,000,000 less the sum of (i) the aggregate LC Exposure at such
time and (ii) the aggregate principal amount of all Swingline Loans outstanding at such time.
Borrower has requested the Issuing Bank to issue Letters of Credit at any time and from time to
time prior to the Letter of Credit Expiration Date, in an aggregate face amount at any time
outstanding not in excess of $100,000,000. Borrower has requested the Swingline Lender to extend
credit in the form of Swingline Loans at any time and from time to time prior to the Revolving
Maturity Date, in an aggregate principal amount at any time outstanding not in excess of
$25,000,000;



     WHEREAS, the proceeds of the Tranche B-1 Term Loans will be used to renew loans outstanding
under the Third Amended and Restated Credit Agreement, to pay and discharge the indebtedness
outstanding under the Existing TexStar Credit Agreement and to pay the cash portion of the
consideration payable under the Contribution Agreement upon consummation of the TexStar
Acquisition. Proceeds of Revolving Credit Loans and Swingline Loans will be used by Borrower for
working capital and general corporate purposes (including Permitted Acquisitions). Letters of
Credit have been and will be used by Borrower for general corporate purposes; and



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



-2-









 





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



ARTICLE I

DEFINITIONS




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



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



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



     “ABR Loan” shall mean any ABR Tranche B-1 Term Loan or ABR Revolving Loan.



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



     “ABR Tranche B-1 Term Loan” shall mean any Tranche B-1 Term Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the provisions of Article
II.



     “Acquired Business” shall have the meaning assigned to such term in the recitals hereto.



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



     “Acquisition Documents” shall mean the collective reference to the Contribution Agreement and
each other material agreement executed in connection with the consummation of the TexStar
Acquisition pursuant to the Contribution Agreement.



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



     “Additional Tranche B-1 Term Lender” shall mean a Person with a Tranche B-1 Term Loan
Commitment to make Tranche B-1 Term Loans to Borrower on the Amendment Effective Date.



     “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.



-3-









 





     “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 Effective Date” shall mean August 15, 2006.



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



     “Applicable Fee” shall mean:



-4-









 





	 	 	 	 	 	 	 	 	 
	Level	 	Total Leverage Ratio	 	Applicable Fee
	Level I	 	 	> 5.25:1.0
	 	 	 	0.500	%
	 
	 	 	 	 	 	 	 	 
	Level II	 	£ 5.25:1.0 but	 	 	 	 
	 
	 	 	> 4.25:1.0
	 	 	 	0.375	%
	 
	 	 	 	 	 	 	 	 
	Level III	 	£ 4.25:1.0 but	 	 	 	 
	 
	 	 	> 3.75:1.0	 	 	 	0.375	%
	 
	 	 	 	 	 	 	 	 
	Level IV	 	 	£ 3.75:1.0	 	 	 	0.300	%






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



     “Applicable Margin” shall mean:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	Revolving Loans
	Level	 	Leverage Ratio	 	Eurodollar	 	ABR
	Level I
	 	 	> 5.25:1.0	 	 	 	2.25	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level II
	 	£ 5.25:1.0 but	 	 	 	 	 	 	 	 
	 
	 	 	> 4.25:1.0	 	 	 	2.00	%	 	 	1.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level III
	 	£ 4.25:1.0 but	 	 	 	 	 	 	 	 
	 
	 	 	> 3.75:1.0	 	 	 	1.75	%	 	 	0.75	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level IV
	 	 	£ 3.75:1.0	 	 	 	1.50	%	 	 	0.50	%






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total	 	Tranche B-1 Term Loans
	Level	 	Leverage Ratio	 	Eurodollar	 	ABR
	Level I
	 	 	> 4.00:1.0	 	 	 	2.50	%	 	 	1.50	%
	Level II
	 	 	£ 4.00:1.0	 	 	 	2.25	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 	 





     Each change in the Applicable Margin resulting from a change in the Total Leverage Ratio shall
be effective as the case may be on and after the date of receipt by the Administrative Agent of the
financial statements and certificates required by Section 5.01(a) or (b) and
Section 5.01(c), respectively, indicating such change until the date immediately preceding
the
next date of receipt of such financial statements and certificates indicating another such
change. Notwithstanding the foregoing, the Total Leverage Ratio shall be deemed to be in Level I
(i) from the Amendment Effective Date to the date of receipt by the Administrative Agent of the



-5-









 







financial statements and certificates required by Section 5.01(a) or (b) and
Section 5.01(c) for any fiscal period ended after the Amendment Effective Date, (ii) at any
time during which Borrower has failed to deliver the financial statements and certificates required
by Section 5.01(a) or (b) and Section 5.01(c), respectively, and (iii) at
any time during the existence of an Event of Default.



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



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



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



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



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



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



     “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.



     “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.



-6-









 





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



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



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



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



     “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 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.



-7-









 





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



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



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



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



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



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



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



     “Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are Revolving Loans, Tranche B-1 Term Loans or
Swingline Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Renewed Revolving Commitment, a New Revolving Commitment, a Replacement Revolving
Commitment, a Renewed Term Loan Commitment, a Replacement Term Loan Commitment, a New Tranche B-1
Term Loan Commitment or a Swingline Commitment, in each



-8-









 







case, under this Agreement as originally in
effect or pursuant to Section 2.19 or 2.20, of which such Loan, Borrowing or
Commitment shall be a part.



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



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



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



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



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



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



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



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



     “Confidential Information Memorandum” shall mean that certain confidential information
memorandum produced by the Arrangers and its Affiliates in connection with the Commitments dated as
of August, 2006.



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



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



     “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period,
adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion)
deducted in determining such Consolidated Net Income (and with respect to the
portion of Consolidated Net Income attributable to any Subsidiary of the Reporting Entity only
if a corresponding amount would be permitted at the date of determination to be distributed to the
Reporting Entity by such Subsidiary without prior approval to the extent required (that has not
been



-9-









 







obtained) pursuant to the terms of its Organizational Documents and all agreements,
instruments and Requirements of Law applicable to such Subsidiary or its equityholders):




     (a) Consolidated Interest Expense for such period,




     (b) Consolidated Amortization Expense for such period,




     (c) Consolidated Depreciation Expense for such period,




     (d) Consolidated Tax Expense for such period,




     (e) costs and expenses directly incurred in connection with the Previous Transactions
(with respect to the Projects, the costs and expenses solely related to the construction
thereof) and the incurrence of additional Indebtedness under the predecessor agreements
hereto in connection therewith (not to exceed $22.5 million), the Specified 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(b) for such period, and


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




     In addition, with respect to any Material Project, an amount equal to one-quarter of the
EBITDA projected for the first twelve (12) months of operations of such Material Project shall be
added to actual Consolidated EBITDA for the fiscal quarter in which such Material Project was
completed and for each of the immediately preceding three fiscal quarters (in each case, net of any
actual Consolidated EBITDA attributable to such Material Project accruing after its completion);
provided that the aggregate amount of any such addition shall not exceed twenty percent (20%) of
the capital cost of such Material Project; provided further that no such additions shall be allowed
with respect to any Material Project unless, not less than thirty (30) days prior to the completion
thereof, the Administrative Agent shall have received written pro forma projections of EBITDA
relating to such Material Project and such other documentation as the Administrative Agent may
reasonably request, all in form and substance satisfactory to the Administrative Agent; provided
that the aggregate pro forma additions attributable thereto shall not exceed 15% of Consolidated
EBITDA before giving effect to any such addition.



     Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to the Previous
Transactions, the Transactions, any Permitted Acquisition and Asset Sale consummated
at any time on or after the first day of the Test Period thereof as if the Previous
Transactions, the Transactions and each such Permitted Acquisition had been effected on the first
day of such period and as if each such Asset Sale had been consummated on the first day of such
period.



-10-









 





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



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



     “Consolidated Interest Expense” shall mean, for any period, the total consolidated interest
expense of the Reporting Entity and its Subsidiaries for such period net of gross interest income
of the Reporting Entity and its Subsidiaries, in each case determined on a consolidated basis in
accordance with GAAP plus, without duplication (to the extent not already included in such total
consolidated interest expense):




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




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




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




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




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



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




-11-









 






provided that (a) to the extent directly related to the Transactions, Previous 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 Previous Transactions, the Transactions, any Permitted Acquisition,
Material Projects and Asset Sale as if such incurrence, assumption, repayment or extinguishment had
been effected on the first day of such period.



     “Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of
the Reporting Entity and its Subsidiaries determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded from such net income (to the extent otherwise included
therein), without duplication:




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




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




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




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




     (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



-12-









 






     (g) any extraordinary gain (or extraordinary loss), giving effect to any related
provision for taxes on any such gain (or the tax effect of any such loss), recorded or
recognized by the Reporting Entity or any of its Subsidiaries during such period.



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



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




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




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




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



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




-13-









 







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



     “Contribution Agreement” shall mean the Contribution Agreement, dated as of July 12, 2006,
among Borrower, Regency MLP and HMTF Gas Partners II, L.P.



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



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



     “Controlled Investment Affiliate” shall mean, 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 the Ultimate General Partner or other portfolio companies.



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



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



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



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



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



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



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



     “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 Tranche B-1 Term Loan Maturity Date, (b) is convertible into or
exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any
Equity Interests referred to in (a) above, in each case at any time on or prior to the first
anniversary of the Tranche B-1 Term Loan Maturity Date, or (c) contains any repurchase obligation
which



-14-









 




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 Tranche B-1 Term Loan Maturity Date shall not constitute Disqualified
Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such
Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.




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



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



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



     “Eligible Assignee” shall mean (a) if the assignment or the increase in Commitments pursuant
to Section 2.19 does not include assignment of a Revolving Commitment, (i) any Lender, (ii)
an Affiliate of any Lender, (iii) an Approved Fund and (iv) any other person approved by the
Administrative Agent and Borrower (each such approval not to be unreasonably withheld or delayed)
and (b) if the assignment or the increase in Commitments pursuant to Section 2.19 includes
assignment of a Revolving Commitment, (i) any Revolving Lender, (ii) an Affiliate of any Revolving
Lender, (iii) an Approved Fund of a Revolving Lender and (iv) any other person approved by the
Administrative Agent, the Issuing Bank, the Swingline Lender and Borrower (each such approval not
to be unreasonably withheld or delayed); provided that (x) no approval of Borrower shall be
required during the continuance of an Event of Default 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,



-15-









 




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 Contribution” shall mean 5,173,189 Class B Common Units of Regency MLP issued to HMTF
Gas Partners II, L.P. pursuant to the Contribution Agreement upon the consummation of the TexStar
Acquisition.



     “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 Amendment Effective Date or issued after
the Amendment Effective Date, but excluding debt securities convertible or exchangeable into such
equity.



     “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



-16-









 




relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan, or the occurrence of any event or condition which could reasonably be expected to
constitute grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan; (g) the incurrence by any Company or any of its ERISA Affiliates of any
liability with respect to the withdrawal from any Plan or Multiemployer Plan; (h) the receipt by
any Company or its ERISA Affiliates of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (i) the “substantial cessation of
operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (j) the making
of any amendment to any Plan which could result in the imposition of a lien or the posting of a
bond or other security; and (k) the occurrence of a nonexempt prohibited transaction (within the
meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to
result in liability to any Company.




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



     “Eurodollar Loan” shall mean any Eurodollar Revolving Loan or Eurodollar Tranche B-1 Term
Loan.



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



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



     “Eurodollar Tranche B-1 Term Borrowing” shall mean a Borrowing comprised of Eurodollar Tranche
B-1 Term Loans.



     “Eurodollar Tranche B-1 Term Loan” shall mean any Tranche B-1 Term Loan bearing interest at a
rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of
Article II.



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



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



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



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



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



-17-









 




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 Collateral” shall have the meaning assigned to such term in the recitals hereto.



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



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



     “Existing Obligations” shall have the meaning assigned to such term in the recitals hereto.



     “Existing Security Documents” shall have the meaning assigned to such term in the recitals
hereto.



     “Existing TexStar Credit Agreement” shall mean that the credit agreement dated as of July 25,
2006, among TexStar Operating, L.P., TexStar Eastex Protreat I, L.P., TexStar Eastex Protreat II,
L.P. and TexStar Eastex NewLine, L.P., as borrowers, TexStar Guarantor, L.P. and the other
guarantors party thereto, the Lenders from time to time party thereto and UBS Loan Finance as
administrative agent and collateral agent.



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



     “Fee Letter” shall mean the confidential Amended and Restated Facilities Fee Letter, dated
July 17, 2006, among Borrower, UBS Loan Finance, UBSS, Wachovia Capital Markets, LLC, Wachovia Bank
and CGMI.



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



-18-









 





     “Final Maturity Date” shall mean the latest of the Revolving Maturity Date and the Tranche B-1
Term Loan Maturity Date.



     “Financial Officer” of any person shall mean the chief financial officer, principal accounting
officer, treasurer or controller of such person.



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



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



     “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.



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



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



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



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



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



     “Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any
Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other
transferee of any Real Property, facility, establishment or business, or notification, registration
or filing to or with any Governmental Authority, in connection with the sale,



-19-









 




lease, mortgage, assignment or other transfer (including any transfer of control) of any Real
Property, facility, establishment or business, of the actual or threatened presence or Release in
or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or
near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned
or transferred.




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



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



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



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



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



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



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



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



     “Incremental Tranche B-1 Term Loan Commitment” shall have the meaning assigned to such term in
Section 2.19(a).



     “Incremental Tranche B-1 Term Loans” shall have the meaning assigned to such term in
Section 2.19(c).



     “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such
person for borrowed money; (b) all obligations of such person evidenced by bonds, debentures, notes
or similar instruments; (c) all obligations of such person under conditional sale or other title
retention agreements relating to property purchased by such person; (d) all obligations of such
person issued or assumed as the deferred purchase price of property or services (excluding trade
accounts payable and accrued obligations incurred in the ordinary course of business and not
overdue by more than 90 days); (e) all Indebtedness of others secured by any Lien on property owned
or acquired by such person, whether or not the obligations secured thereby have been



-20-









 




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




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



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



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



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



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



     “Interest Election Request” shall mean a request by Borrower to convert or continue a
Revolving Borrowing or Tranche B-1 Term Borrowing in accordance with Section 2.08(b),
substantially in the form of Exhibit E.



     “Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline
Loans), the last Business Day of each March, June, September and December to occur during any
period in which such Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the
last day of such Interest Period that occurs at intervals of three months’ duration after the first
day of such Interest Period, (c) with respect to any Revolving Loan or Swingline Loan, the
Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated and
(d) with respect to any Tranche B-1 Term Loan, the Tranche B-1 Term Loan Maturity Date.



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



-21-









 




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.



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



     “Issuing Bank” shall mean, as the context may require, (a) Wachovia Bank, National
Association, in its capacity as issuer of Letters of Credit issued by it; (b) any other Lender that
may become an Issuing Bank pursuant to Sections 2.18(j) and (k) in its capacity as
issuer of Letters of Credit issued by such Lender; or (c) collectively, all of the foregoing.



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



     “Joint Venture” shall mean (i) a joint venture with a third party so long as such entity would
not constitute a Subsidiary or (ii) a Subsidiary formed with the intention of establishing a joint
venture; provided that if such entity still constitutes a Subsidiary ninety days after formation it
shall no longer constitute a Joint Venture, in which, in either case (i) or (ii), all Investments
by any Loan Party are made pursuant to and are permitted by Section 6.04(i).



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



     “LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit
pursuant to Section 2.18. The amount of the LC Commitment shall be $100.0 million.



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



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



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



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



-22-









 





     “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.



     “Lenders” shall mean (i) on the Amendment Effective Date, (a) each Lender under the Third
Amended and Restated Credit Agreement that executes and delivers the Amendment Agreement to effect
the renewal or exchange of its commitments and/or loans thereunder as Commitments and Loans
hereunder and (b) each financial institution that executes and delivers a counterpart to the
Amendment Agreement and agrees to provide a New Revolving Commitment, a Replacement Revolving
Commitment, a New Tranche B-1 Term Loan Commitment and/or a Replacement Term Loan Commitment and
(ii) after the Amendment Effective Date, any financial institution that becomes a party hereto
pursuant to an Assignment and Assumption, other than, in each case, any such financial institution
that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context
clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.



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



     “Letter of Credit Expiration Date” shall mean the date which is five days prior to the
Revolving Maturity Date.



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



-23-









 





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



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



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



     “Loans” shall mean, as the context may require, a Revolving Loan, a Tranche B-1 Term Loan or a
Swingline Loan (and shall include any Loans contemplated by Section 2.19 or 2.20).



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



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



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



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



     “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 Amendment Effective Date, and (b) any other assets or Equity Interests reasonably
related thereto and owned by Borrower or its Subsidiaries on any applicable date; provided that in
each case, for purposes of this clause (b), such other assets and Equity Interests shall exclude
the Other Region Assets.



-24-









 





     “Midstream Acquisition” shall mean the acquisition by TexStar Eastex NewLine, L.P., TexStar
Eastex Protreat I, L.P. and TexStar Eastex Protreat II, L.P. of the Midstream Assets from Valence
Midstream, Ltd. and EEC Midstream, Ltd.



     “Midstream Assets” shall mean the “Transferred Assets” as such term is defined in the Existing
TexStar Credit Agreement.



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



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



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



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



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



-25-









 




the properties sold or transferred in such Asset Sale or Casualty Event (so long as such Lien
was permitted to encumber such properties under the Loan Documents at the time of such sale) and
which is repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of
such properties); and (v) all reasonable costs and expenses incurred in connection with the
collection of proceeds, awards or other compensation in respect of a Casualty Event.




     “New Revolving Commitment” shall mean the commitment by each Additional Revolving Lender that
executes and delivers a counterpart of the Amendment Agreement pursuant to which it agrees to make
Revolving Loans in an amount set forth on Schedule 1 to the Amendment Agreement, having identical
terms with, and having the same rights and obligations under the Loan Documents as, the Renewed
Revolving Commitments.



     “New Tranche B-1 Term Loan Commitment” shall mean the commitment by each Additional Tranche
B-1 Term Lender that executes and delivers a counterpart of the Amendment Agreement pursuant to
which it agrees to make Tranche B-1 Term Loans in an amount set forth on Schedule 1 to the
Amendment Agreement, having identical terms with, and having the same rights and obligations under
the Loan Documents as, the Renewed Term Commitments.



     “Non-Consenting Revolving Lenders” shall mean each Lender with a Revolving Commitment (as
defined in the Third Amended and Restated Credit Agreement) under the Third Amended and Restated
Credit Agreement that has not executed and delivered a counterpart to the Amendment Agreement on or
prior to the Amendment Effective Date in exchange for a Renewed Revolving Commitment at least equal
to its Revolving Commitment immediately prior to the Amendment Effective Date.



     “Non-Consenting Term Lenders” shall mean each Term Lender (as defined in the Third Amended and
Restated Credit Agreement) with a Term Loan Commitment (as defined in the Third Amended and
Restated Credit Agreement) under the Third Amended and Restated Credit Agreement that has not
executed and delivered a counterpart to the Amendment Agreement on or prior to the Amendment
Effective Date in exchange for a Renewed Term Loan Commitment at least equal to its Term Loan
Commitment immediately prior to the Amendment Effective Date.



     “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 Amendment Effective
Date, and (b) any other assets or Equity Interests reasonably related thereto and owned by Borrower
or its Subsidiaries on any applicable date; provided that in each case, for purposes of this clause
(b), such other assets and Equity Interests shall exclude the Other Region Assets.



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



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



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



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



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



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



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



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



     “Original TexStar Credit Agreement” shall mean the credit agreement dated as of November 6,
2005 (as amended, modified or waived), among TexStar Operating, L.P., TexStar Guarantor, L.P.,
TexStar Operating GP, LLC, UBSS, as arranger, and UBS Loan Finance, as administrative agent and
collateral agent.



     “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,”



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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 Regency MLP)
that is a Subsidiary of Sponsor.



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



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



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



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



     “Permitted Acquisition” shall mean (i) the TexStar Acquisition and (ii) any Acquisition in
connection with which each of the following conditions is met:




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




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




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




     (d) after giving effect to such Acquisition on a Pro Forma Basis, Borrower would have
been in compliance with all of the covenants set forth in Section 6.10 as of the
most recently ended Test Period (assuming, for purposes of Section 6.10, that such



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transaction, and all other Permitted Acquisitions consummated since the first day of
the relevant Test Period for each of the financial covenants set forth in Section
6.10 ending on or prior to the date of such transaction, had occurred on the first day
of such relevant Test Period);




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




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




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



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



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



     “Permitted Holders” shall mean (a) Sponsor and (b) its Controlled Investment Affiliates.



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



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



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



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



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



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



     “Premises” shall have the meaning assigned thereto in the applicable Mortgage.



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



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



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



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



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



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



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



     “Qualified High Yield Offering” shall mean the issuance by Regency MLP or any of its
subsidiaries to unaffiliated third parties of unsecured debt securities in an aggregate principal
amount not less than $300.0 million.



     “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



-30-









 




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 Borrower or any of its
Subsidiaries listed on Schedule 1.01(a).



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



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



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



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



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



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



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



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



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



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



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



     “Renewed Revolving Commitment” shall mean, with respect to a Revolving Commitment under the
Third Amended and Restated Credit Agreement, the agreement of such Lender holding such commitment
to exchange the amount of its Revolving Commitment thereunder in an aggregate amount as set forth
on Schedule 1 to the Amendment Agreement for an equal aggregate principal amount of Revolving
Commitments hereunder on the Amendment Effective Date.



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     “Renewed Term Loan Commitment” shall mean, with respect to a Term Lender under the Third
Amended and Restated Credit Agreement, the agreement of such Term Lender to exchange the amount of
its Term Loans thereunder in an amount set forth on Schedule 1 to the Amendment Agreement for an
equal aggregate principal amount of Tranche B-1 Term Loans hereunder on the Amendment Effective
Date.



     “Replacement Revolving Commitment” shall mean, with respect to an Additional Revolving Lender,
the commitment of such Additional Revolving Lender to make Revolving Loans in an amount set forth
on Schedule 1 to the Amendment Agreement, having identical terms with, and having the same rights
and obligations under the Loan Documents as, the Renewed Revolving Commitments. The aggregate
principal amount of Replacement Revolving Commitments shall equal the outstanding principal amount
of the Revolving Commitments of Non-Consenting Revolving Lenders on the Amendment Effective Date.



     “Replacement Term Loan Commitment” shall mean, with respect to an Additional Tranche B-1 Term
Lender, the commitment of such Additional Tranche B-1 Term Lender to make Tranche B-1 Term Loans in
an amount set forth on Schedule 1 to the Amendment Agreement, having identical terms with, and
having the same rights and obligations under the Loan Documents as, the Renewed Term Loan
Commitments. The aggregate principal amount of Replacement Term Loan Commitments shall equal the
outstanding principal amount of the Term Loan Commitments (as defined in the Third Amended and
Restated Credit Agreement) of Non-Consenting Term Lenders on the Amendment Effective Date.



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



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



     “Required Lenders” shall mean Lenders having more than 50% of the sum of all Loans
outstanding, LC Exposure and unused Revolving and Tranche B-1 Term Loan Commitments.



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



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



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



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



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



     “Revolving Availability Period” shall mean the period from and including the Original Closing
Date to but excluding the earlier of (i) the Business Day preceding the Revolving Maturity Date and
(ii) the date of termination of the Revolving Commitments.



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



     “Revolving Commitment” shall mean (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, 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 is $250.0 million.



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



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



     “Revolving Loan” shall mean a Loan made by the Lenders to Borrower pursuant to Section
2.01(b) or by a Revolving Loan Joinder. Each Revolving Loan shall either be an ABR Revolving
Loan or a Eurodollar Revolving Loan.



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



     “Revolving Maturity Date” shall mean the date which is five years after the Amendment
Effective Date or, if such date is not a Business Day, the first Business Day thereafter, unless
extended pursuant to Section 2.20 hereof.



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



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



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obligations of the lessee for rental payments during the remaining term of the lease included
in any such Sale and Leaseback Transaction.




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



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



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



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



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



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



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



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



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



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fixtures created pursuant to the Security Agreement or any Mortgage and any other document or
instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on
any property as collateral for the Secured Obligations.




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



     “Specified Period” shall mean (i) the period beginning on the Amendment Effective Date to and
including March 31, 2007 or (ii) if Borrower or any Guarantor (a) consummates any acquisition after
the Amendment Effective Date for a purchase price in excess of $60.0 million in aggregate
consideration (including, without limitation, assumed debt and earn-out obligations) (any
acquisition pursuant to this clause (a), a “Specified Acquisition”) and (b) has consummated a
Qualified High Yield Offering on or prior to the date on which such Specified Acquisition is
consummated (and has applied all of the proceeds thereof to optionally prepay the Tranche B-1 Term
Loans pursuant to Section 2.10(a)), the period beginning on the date on which such Specified
Acquisition closes and to and including the last day of the second full fiscal quarter following
such closing.



     “Sponsor” shall mean Hicks, Muse, Tate & Furst Equity Fund V, LP.



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



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



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



     “Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person
the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such
date, (ii) any other corporation, limited liability company, association or other



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business entity of which securities or other ownership interests representing more than 50% of
the voting power of all Equity Interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned,
controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any
partnership (a) the sole general partner or the managing general partner of which is the parent
and/or one or more subsidiaries of the parent or (b) the only general partners of which are the
parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise
Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context
requires otherwise, “Subsidiary” refers to a Subsidiary of Borrower. Notwithstanding the
foregoing, Texana JV shall not be a Subsidiary until the terms of Section 5.14(b) are
satisfied.




     “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.
Notwithstanding the foregoing, Texana JV shall not be a Subsidiary Guarantor until the terms of
Section 5.14(b) are satisfied.



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



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



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



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



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



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



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



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



     “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).



     “Texana JV” shall mean Texana Pipeline Company, a Texas joint venture.



-36-









 





     “TexStar Acquisition” shall have the meaning assigned to such term in the recitals hereto.



     “TexStar Field Services” shall have the meaning assigned to such term in the recitals hereto.



     “TexStar GP” shall have the meaning assigned to such term in the recitals hereto.



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



     “Total Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated
Funded Indebtedness on such date to Consolidated EBITDA for the Test Period then most recently
ended.



     “Tranche B-1 Term Borrowing” shall mean a Borrowing comprised of Tranche B-1 Term Loans.



     “Tranche B-1 Term Lender” shall mean each Lender with a Tranche B-1 Term Loan Commitment.



     “Tranche B-1 Term Loan Commitment” shall mean, (i) with respect to each Lender on the
Amendment Effective Date, (a) a Renewed Term Loan Commitment, (b) a Replacement Term Loan
Commitment or (c) a New Tranche B-1 Term Loan Commitment and (ii) the commitment of each Person
after the Amendment Effective Date to make Tranche B-1 Term Loans pursuant to an Assignment and
Assumption or an Increase 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 Tranche B-1 Term Loan
Commitments on the Amendment Effective Date is $600.0 million.



     “Tranche B-1 Term Loan Maturity Date” shall mean the date which is seven years after the
Amendment Effective Date or, if such date is not a Business Day, the first Business Day thereafter.



     “Tranche B-1 Term Loans” shall mean the tranche B-1 term loans made by the Tranche B-1 Term
Lenders to Borrower pursuant to Section 2.01(a) on the Amendment Effective Date pursuant to
such Lender’s Tranche B-1 Term Loan Commitment. Each Tranche B-1 Term Loan shall be either an ABR
Tranche B-1 Term Loan or a Eurodollar Tranche B-1 Term Loan.



     “Transaction Documents” shall mean the Loan Documents and the Acquisition Documents.



     “Transactions” shall mean, collectively, the transactions to occur on or prior to Amendment
Effective Date pursuant to or as contemplated by the Transaction Documents, including (a) the
consummation of the Amendment Agreement, (b) the performance of the Loan Documents and the
borrowings thereunder, (c) the consummation of the TexStar Acquisition, the Equity



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Contribution and the Refinancing and (d) the payment of all fees and expenses to be paid on or
prior to the Amendment Effective Date and owing in connection with the foregoing.




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



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



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



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



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



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



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



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



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



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



     “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 the Amendment Effective Date, and (b) any other assets or
Equity Interests reasonably related thereto and owned by Borrower or its Subsidiaries on any
applicable date; provided that in each case, for purposes of this clause (b), such other assets and
Equity Interests shall exclude the Other Region Assets.



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



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



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



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



     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 Effective Date
unless otherwise agreed to by Borrower and the Required Lenders. If GAAP shall change after the
date hereof, the parties hereto agree to negotiate in good faith to modify the covenants herein so
that they may be construed and interpreted in accordance with GAAP as then in effect.



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



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ARTICLE II

THE CREDITS




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



          (a) to make a Tranche B-1 Term Loan to Borrower on the Amendment Effective Date, in the
principal amount not to exceed its Tranche B-1 Term Loan Commitment (it being understood that (x)
Term Lenders under the Third Amended and Restated Credit Agreement that executed and delivered the
Amendment Agreement have agreed to exchange their Term Loans (as defined in the Third Amended and
Restated Credit Agreement) into Tranche B-1 Term Loans hereunder and (y) Lenders that executed and
delivered counterparts to the Amendment Agreement have agreed to provide Replacement Term Loan
Commitments and/or New Tranche B-1 Term Loan Commitments and Tranche B-1 Term Loans hereunder on
the terms set forth herein); and




          (b) to make Revolving Loans to Borrower, at any time and from time to time on or after the
Amendment Effective Date until the earlier of the Revolving Maturity Date and the termination of
the Revolving Commitment of such Lender in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure
exceeding such Lender’s Revolving Commitment; provided that Revolving Loans borrowed on the
Amendment Effective Date shall not exceed the sum of (i) $60.0 million and (ii) $10.0 million for
working capital needs (it being understood that (x) Revolving Lenders under the Third Amended and
Restated Credit Agreement that executed and delivered counterparts to the Amendment Agreement have
agreed to exchange their Revolving Commitments and Revolving Loans (as defined in the Third Amended
and Restated Credit Agreement) into Renewed Revolving Commitments and Revolving Loans hereunder and
(y) Lenders that executed and delivered counterparts to the Amendment Agreement have agreed to
provide Replacement Revolving Commitments and/or New Revolving Commitments and Revolving Loans
hereunder on the terms set forth herein).




     Amounts paid or prepaid in respect of Tranche B-1 Term Loans may not be reborrowed. Within
the limits set forth in clause (b) above and subject to the terms, conditions and limitations set
forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans.



     SECTION 2.02 Loans.



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



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shall be in an aggregate principal amount that is (i) an integral multiple of $100,000
and not less than $3.0 million or (ii) equal to the remaining available balance of the applicable
Commitments.




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



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



     (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date
of any Borrowing 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.



     (e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Maturity Date or Tranche B-1 Term Loan Maturity Date,
as applicable.



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     SECTION 2.03 Borrowing Procedure. To request a Revolving Borrowing or Tranche B-1
Term Borrowing, Borrower shall deliver, by hand delivery or telecopier, a duly completed and
executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed
Borrowing or (ii) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on
the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify
the following information in compliance with Section 2.02:




     (a) whether the requested Borrowing is to be a Borrowing of Revolving Loans or Tranche
B-1 Term Loans;




     (b) the aggregate amount of such Borrowing;




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




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




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




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




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



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



     SECTION 2.04 Evidence of Debt; Repayment of Loans.



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



-42-









 




Borrowing is made,
Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing is made.




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



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



     SECTION 2.05 Fees.



     (a) Commitment Fee. Borrower agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee (a “Commitment Fee”) equal to the Applicable Fee per annum
on the average daily unused amount of the Revolving Commitment of such Lender during the period
from and including the Amendment Effective Date to but excluding the date on which such Commitment
terminates. Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of
March, June, September and December of each year, commencing on the first such date to occur after
the Amendment Effective Date, and (B) on the date on which such Commitment terminates. Commitment
Fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). For purposes of computing Commitment Fees, a Revolving Commitment of a
Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure
of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).



     (b) Administrative Agent Fees. Borrower agrees to pay to the Administrative Agent,
for its own account, the administrative fees set forth in the Fee Letter and/or such other fees



-43-









 




payable in the amounts and at the times separately agreed upon between Borrower and the
Administrative Agent (the “Administrative Agent Fees”).




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



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



     SECTION 2.06 Interest on Loans.



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



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



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



-44-









 




preceding paragraphs of this Section 2.06 or (ii) in the case of any other
amount, 2% plus the rate otherwise applicable to such amount (in either case, the “Default Rate”).




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



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



     SECTION 2.07 Termination and Reduction of Commitments.



     (a) Termination of Commitments. The Revolving Commitments, the Swingline Commitment
and the LC Commitment shall automatically terminate on the Revolving Maturity Date.



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



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



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     SECTION 2.08 Interest Elections.



     (a) Generally. Each Revolving Borrowing and Tranche B-1 Term Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, Borrower may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section. Borrower may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. Notwithstanding anything to the contrary, Borrower shall
not be entitled to request any conversion or continuation that, if made, would result in more than
twelve Eurodollar Borrowings outstanding hereunder at any one time. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.



     (b) Interest Election Notice. To make an election pursuant to this Section, Borrower
shall deliver, by hand delivery or telecopier, a duly completed and executed Interest Election
Request to the Administrative Agent not later than the time that a Borrowing Request would be
required under Section 2.03 if Borrower were requesting a Revolving Borrowing or Tranche
B-1 Term Borrowing of the Type resulting from such election to be made on the effective date of
such election. Each Interest Election Request shall be irrevocable. Each Interest Election
Request shall specify the following information in compliance with Section 2.02:




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




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




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




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



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



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



-46-









 





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



     SECTION 2.09 [Intentionally Omitted]



     SECTION 2.10 Optional and Mandatory Prepayments of Loans.



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



     (b) Revolving Loan Prepayments.



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



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



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



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



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




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




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



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




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




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



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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




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



     (e) Application of Prepayments. Any prepayments of Tranche B-1 Term Loans pursuant to
Section 2.10(a), (c) or (d) shall be applied to prepay the Tranche B-1 Term
Loans on a pro rata basis. After application of mandatory prepayments of Tranche B-1 Term Loans
described above in this Section 2.10(e) and to the extent there are mandatory prepayment
amounts remaining after such application, the Revolving Commitments shall be permanently reduced
ratably among the Revolving Lenders in accordance with their applicable Revolving Commitments in an
aggregate amount equal to such excess, and Borrower shall comply with Section 2.10(b).



     Amounts to be applied pursuant to this Section 2.10 to the prepayment of Tranche B-1
Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR
Tranche B-1 Term Loans and ABR Revolving Loans, respectively. Any amounts remaining after each
such application shall be applied to prepay Eurodollar Tranche B-1 Term Loans or Eurodollar
Revolving Loans, as applicable. Notwithstanding the foregoing, if the amount of any prepayment of
Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at
the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is
equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election
of Borrower, the Excess Amount shall be either (A) deposited in an escrow account on terms
satisfactory to the Collateral Agent and applied to the prepayment of Eurodollar Loans on the last
day of the then next-expiring Interest Period for Eurodollar Loans; provided that (i) interest in
respect of such Excess Amount shall continue to accrue thereon at the
rate provided hereunder for the Loans which such Excess Amount is intended to repay until such
Excess Amount shall have been used in full to repay such Loans and (ii) at any time while an Event
of Default has occurred and is continuing, the Administrative Agent may, and upon written direction
from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such
Loans in an amount equal to such Excess Amount or (B) prepaid immediately, together with any
amounts owing to the Lenders under Section 2.13.



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



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prepayment may be revoked
if such termination is revoked in accordance with Section 2.07. Each such notice shall
specify the prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount
of such prepayment. Promptly following receipt of any such notice (other than a notice relating
solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in
the case of a Credit Extension of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in
accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.06.




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




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




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


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




     SECTION 2.12 Yield Protection.



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




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




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



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


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




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



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



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



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




     SECTION 2.13 Breakage Payments. In the event of (a) the payment or prepayment,
whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of
an Interest Period applicable thereto (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Tranche B-1
Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of
any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result
of a request by Borrower pursuant to Section 2.16(b), then, in any such event, Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of interest which
would have accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBOR Rate that would have been applicable to such Loan, for the period from the date of
such event to the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar
market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that
such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to
Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent
manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate
within 5 days after receipt thereof.



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



     (a) Payments Generally. Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement
Obligations, or of amounts payable under Section 2.12, 2.13, 2.15 or
10.03, or otherwise) on or before the time expressly required hereunder or under such other
Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New
York City time), on the date when due, in immediately available funds, without setoff, deduction or
counterclaim. Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at 201 South College Street, Charlotte, North Carolina, except payments to be
made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that
payments pursuant to Sections 2.12, 2.13, 2.15 and 10.03 shall be
made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall
be made to the persons specified therein. The Administrative Agent shall distribute any such
payments received by it for the account of any other person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due on a day that is
not a Business Day, unless specified otherwise, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall
be payable



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for the period of such extension. All payments under each Loan Document shall be made
in dollars, except as expressly specified otherwise.




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



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




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




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


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




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



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



     SECTION 2.15 Taxes.



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



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



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




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Administrative Agent on its own
behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.




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



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




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




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




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




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



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



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Lender,
Issuing Bank or Administrative Agent in no better or worse position than in which each would have
been if payment of the relevant additional amount had not been made; provided that Borrower, upon
the request of the Administrative Agent, such Lender or the Issuing Bank, agrees to repay the
amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender or the Issuing Bank in the event
the Administrative Agent, such Lender or the Issuing Bank is required to repay such refund to such
Governmental Authority. This paragraph shall not be construed to require the Administrative Agent,
any Lender or the Issuing Bank to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to Borrower or any other person.




     SECTION 2.16 Mitigation Obligations; Replacement of Lenders.



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



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




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




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



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




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


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




     SECTION 2.17 Swingline Loans.



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



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



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



     (d) Participations. The Swingline Lender may at any time in its discretion by written
notice given to the Administrative Agent (provided such notice requirement shall not apply if the
Swingline Lender and the Administrative Agent are the same entity) not later than 11:00 a.m., New
York City time, on the next succeeding Business Day following such notice require the Revolving
Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans
then outstanding. Such notice shall specify the aggregate amount of Swingline



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Loans in which
Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Pro Rata
Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender’s Pro Rata Percentage of such Swingline
Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a
Default or reduction or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall
not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each
Revolving Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.02(c) with respect
to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to
the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative
Agent shall notify Borrower of any participations in any Swingline Loan acquired by the Revolving
Lenders pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall
be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the
Swingline Lender from Borrower (or other party on behalf of Borrower) in respect of a Swingline
Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall
be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall
have made their payments pursuant to this paragraph, as their interests may appear. The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not relieve Borrower of any
default in the payment thereof.




     SECTION 2.18 Letters of Credit.



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



     (b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions and
Notices. To request the issuance of a Letter of Credit or the amendment, renewal or extension
of an outstanding Letter of Credit, Borrower shall deliver, by hand or telecopier (or transmit by



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electronic communication, if arrangements for doing so have been approved by the Issuing Bank), an
LC Request to the Issuing Bank and the Administrative Agent not later than 11:00 a.m. on the third
Business Day preceding the requested date of issuance, amendment, renewal or extension (or such
later date and time as is acceptable to the Issuing Bank).




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




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




     (ii) the amount thereof;




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




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




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




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




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




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



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




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




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




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




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


If requested by the Issuing Bank, Borrower also shall submit a letter of credit application on the
Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event
of any conflict between such application and this Agreement, this Agreement shall control. A
Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance,
amendment, renewal or extension of each Letter of Credit, Borrower shall be deemed to represent





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




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



     (c) Expiration Date.



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



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



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from the Administrative Agent, any Lender or Borrower that one or more of the applicable conditions
specified in Section 4.02 are not then satisfied.




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



     (e) Reimbursement.



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



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



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from the Revolving Lenders. The
Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower
pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment
pursuant to the preceding sentence and any such amounts received by the Administrative Agent from
Borrower thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made such payments and to the Issuing Bank, as appropriate.




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



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



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substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




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



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



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



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



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



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




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



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


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




     SECTION 2.19 Increase in Commitments; Release of Collateral.



     (a) Borrower Request. Upon the consummation of a Successful Syndication (as defined
in the Fee Letter), Borrower may by 10 Business Days’ written notice to the Administrative Agent
request, on up to but no more than four separate occasions, (x) prior to the Revolving Maturity
Date, an increase to the existing Revolving Commitments and/or (y) the establishment of one or more
new Tranche B-1 Term Loan Commitments (each, an “Incremental Tranche B-1 Term Loan Commitment”), by
an aggregate amount not in excess of $200.0 million in the aggregate and not less than $5.0 million
individually. Each such notice shall specify (i) the date
(each, an “Increase Effective Date”) on which Borrower proposes that the increased or new
Commitments shall be effective, which shall be a date not less than 10 Business Days after the date
on which such notice is delivered to the Administrative Agent and (ii) the identity of each
Eligible Assignee to whom Borrower proposes any portion of such increased or new Commitments be
allocated and the amounts of such allocations; provided that any existing Lender approached to
provide all or a portion of the increased or new Commitments may elect or decline, in its sole
discretion, to provide such increased or new Commitment.



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




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




     (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



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



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




     (i) terms and provisions of Tranche B-1 Term Loans made pursuant to the Incremental
Tranche B-1 Term Loan Commitments (the “Incremental Tranche B-1 Term Loans”) shall be,
except as otherwise set forth herein or in the Increase Joinder, identical to the Tranche
B-1 Term Loans (it being understood that such Tranche B-1 Term Loans may be part of an
existing tranche of Tranche B-1 Term Loans);




     (ii) the terms and provisions of 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;




     (iii) the weighted average life to maturity of all new Tranche B-1 Term Loans shall be
no shorter than the weighted average life to maturity of the existing Tranche B-1 Term
Loans;




     (iv) the maturity date of the new Tranche B-1 Term Loans shall not be earlier than the
Final Maturity Date; and




     (v) the yield for the new Tranche B-1 Term Loans shall be determined by Borrower and
the applicable new Lenders; provided, however, that the Applicable Margins for the new
Tranche B-1 Term Loans shall not be greater than the Applicable Margins then payable with
respect to the Tranche B-1 Term Loans plus 50 basis points.


The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”)
executed by Borrower, the Administrative Agent and each Lender making such increased or new
Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without
the consent of any other Lenders, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect
the provisions of this Section 2.19. In addition, unless otherwise specifically provided
herein, all references in the Loan Documents to Revolving Loans or Tranche B-1 Term Loans shall be
deemed, unless the context otherwise requires, to include references to Revolving Loans made
pursuant to the new Commitments and Incremental Tranche B-1 Term Loans that are Tranche B-1 Term
Loans, respectively, made pursuant to this Agreement.




     (d) Adjustment of Revolving Loans. To the extent the Commitments being increased on
the relevant Increase Effective Date are Revolving Commitments, then 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, such interests in the Revolving



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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) Making of New Tranche B-1 Term Loans. On any Increase Effective Date on which new
Commitments for Tranche B-1 Term Loans are effective, subject to the satisfaction of the foregoing
terms and conditions, each Lender of such new Commitment shall make a Tranche B-1 Term Loan to
Borrower in an amount equal to its new Commitment.



     (f) 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 Class of Tranche B-1 Term Loans or 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 Tranche B-1 Term Loans and after Regency
MLP achieves an Investment Grade Rating, all Collateral and the Security Documents shall be
released automatically and terminated without any further action. In connection with the
foregoing, the Collateral Agent shall, at Borrower’s expense, promptly execute and file in the
appropriate location and deliver to Borrower and each such Guarantor or Guarantor’s designee such
termination and full or partial release statements or confirmation thereof, as 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.



     SECTION 2.20 Modification of Revolving Loans.



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



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




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




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




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



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



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



ARTICLE III

REPRESENTATIONS AND WARRANTIES




     Each Loan Party (notwithstanding anything in this Agreement to the contrary, Regency MLP shall
not be considered a “Loan Party” or a “Company” for purposes of any Section of this Article except
Sections 3.01, 3.02, 3.03, 3.10 and 3.11) represents and
warrants to the Administrative Agent, the Collateral Agent, the Issuing Bank and each of the
Lenders (with references to the Companies being references thereto after giving effect to the
Transactions to occur on the Amendment Effective 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



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in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. There is no existing default under any Organizational Document of any Company or any event
which, with the giving of notice or passage of time or both, would constitute a default by any
party thereunder.




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



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



     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 (i) as of and for the six-month period ended
June 30, 2006, and (ii) monthly financial statements for each fiscal month ended thereafter ending
more than 45 days prior to the Amendment Effective Date, and in the case of clause (i), 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. Since December 31, 2005 there has been no event, change,
circumstance



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or occurrence that, individually or in the aggregate, has had or could reasonably be
expected to result in a Material Adverse Effect.




     SECTION 3.05 Properties.



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



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



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



     SECTION 3.06 Intellectual Property.



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



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



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



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



     (d) Guarantors/Collateral. As of the Amendment Effective Date all Loan Parties have
complied with Section 5.11 of the Existing Credit Agreement as in effect on the Amendment Effective
Date without giving effect to any grace periods set forth therein.



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



     SECTION 3.09 Agreements. No Company is a party to any agreement or instrument or
subject to any corporate or other constitutional restriction that has resulted or could reasonably
be expected to result in a Material Adverse Effect. No Company is in default in any manner under
any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any
other agreement or instrument to which it is a party or by which it or any of its property is or
may be bound, where such default could reasonably be expected to result in a Material Adverse
Effect, and no condition exists which, with the giving of notice or the lapse of time or both,
would constitute such a default.



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



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



     SECTION 3.12 Use of Proceeds. On the Amendment Effective Date, Borrower will use the
proceeds of the Loans in accordance with the recitals hereto; provided that Revolving Loans made on
the Amendment Effective Date may be no more than the sum of (i) $60.0 million and (ii) $10.0
million for working capital needs. Borrower will use the proceeds of the Revolving



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Loans funded
after the Amendment Effective Date, and the Swingline Loans funded after the Amendment Effective
Date for working capital and general corporate purposes (including to effect Permitted Acquisitions
and the Projects).




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



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



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



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



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



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




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




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




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



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




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




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




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




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



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



     SECTION 3.20 Security Documents.



     (a) Security Agreement. The Security Agreement is effective to create in favor of the
Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and
security interests in, the Security Agreement Collateral and, (i) when financing statements and
other filings in appropriate form are filed in the offices specified on Schedule 7 to the
Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of
the Security Agreement Collateral with respect to which a security interest may be perfected only
by possession or control (which possession or control shall be given to the Collateral Agent to the
extent possession or control by the Collateral Agent is required by each Security Agreement), the



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Liens created by the Security Agreement shall constitute fully perfected First Priority Liens on,
and security interests in, all right, title and interest of the grantors thereunder in the Security
Agreement Collateral (other than such Security Agreement Collateral in which a security interest
cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction),
in each case subject to no Liens other than Permitted Collateral Liens.




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



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



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



     SECTION 3.21 Acquisition Documents. The Lenders have been furnished true and complete
copies of each Acquisition Document to the extent executed and delivered on or prior to the
Amendment Effective 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.



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




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




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




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




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




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



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



ARTICLE IV

CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS




     SECTION 4.01 Conditions Precedent to Initial Credit Extension on the Amendment Effective
Date. The obligation of each Lender to fund the initial Credit Extension requested to be made
by it on the Amendment Effective Date is subject to the satisfaction of all conditions precedent
set forth in Section 4 of the Amendment Agreement.



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




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



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Agent shall have received an LC Request as required by Section
2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and
the Administrative Agent shall have received a Borrowing Request as required by Section
2.17(b).




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




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



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



ARTICLE V

AFFIRMATIVE COVENANTS




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



     SECTION 5.01 Financial Statements, Reports, etc. Furnish to the Administrative Agent
and each Lender:




     (a) Annual Reports. As soon as available and in any event within 90 days (or
such earlier date on which the Reporting Entity is required to file a Form 10-K under the
Exchange Act) after the end of each fiscal year, beginning with the fiscal year ending
December 31, 2006, (i) the consolidated balance sheet of the Reporting Entity as of the end
of such fiscal year and related consolidated income statements and statements of cash flows
and changes in member interests for such fiscal year, in comparative form with such
financial statements as of the end of, and for, the preceding fiscal year, and notes
thereto, accompanied by an opinion of Deloitte & Touche LLP or other independent public
accountants of recognized national standing reasonably satisfactory to the Administrative
Agent (which opinion shall not be qualified as to scope or contain any going concern



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or
other qualification), stating that such financial statements fairly present, in all material
respects, the consolidated financial condition, results of operations and cash flows of the
Reporting Entity and its Subsidiaries as of the dates and for the periods specified in
accordance with GAAP and (ii) a narrative report and management’s discussion and analysis,
in reasonable detail, of the financial condition and results of operations of Borrower for
such fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts
(it being understood that the information required by clauses (i) and (ii) may be furnished
in the form of a Form 10-K). At any time at which the information described in clauses (i)
and (ii) above is required to be delivered hereunder but the Reporting Entity is not subject
to the Exchange Act Provisions, the Reporting Entity shall also furnish a management report
in reasonable detail setting forth (A) statement of income items and Consolidated EBITDA of
Borrower for such fiscal year, showing variance, by dollar amount and percentage, from
amounts for the previous fiscal year and budgeted amounts and (B) key operational
information and statistics for such fiscal year consistent with internal and industry-wide
reporting standards;




     (b) Quarterly Reports. As soon as available and in any event within 45 days
(or such earlier date on which the Reporting Entity is required to file a Form 10-Q under
the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal
year, beginning with the fiscal quarter ending September 30, 2006, (i) the consolidated
balance sheet of the Reporting Entity as of the end of such fiscal quarter and related consolidated income statements and statements of cash flows for such fiscal quarter and
for the then elapsed portion of the fiscal year, in comparative form with the consolidated
statements of income and cash flows for the comparable periods in the previous fiscal year,
and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act
and accompanied by a certificate of a Financial Officer of the Ultimate General Partner
stating that such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of the Reporting
Entity as of the date and for the periods specified in accordance with GAAP consistently
applied, and on a basis consistent with audited financial statements referred to in clause
(a) of this Section, subject to normal year-end audit adjustments and the absence of
footnotes required by GAAP and (ii) a narrative report and management’s discussion and
analysis, in reasonable detail, of the financial condition and results of operations for
such fiscal quarter and the then elapsed portion of the fiscal year, as compared to the
comparable periods in the previous fiscal year and budgeted amounts (it being understood
that the information required by clauses (i) and (ii) may be furnished in the form of a Form
10-Q). At any time at which the information described in clauses (i) and (ii) above is
required to be delivered hereunder but the Reporting Entity is not subject to the Exchange
Act Provisions, the Reporting Entity shall also furnish a management report in 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;



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     (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 the Reporting Entity and its Subsidiaries, which audit
was conducted in accordance with generally accepted auditing standards, such accounting firm
obtained no knowledge that any Default insofar as it relates to financial or accounting
matters subject to audit procedures has occurred or, if such accounting firm believes such a
Default has occurred, specifying the nature and extent thereof;




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




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




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




     (g) Budgets. Within 60 days after the beginning of each fiscal year, a budget
for Borrower in form reasonably satisfactory to the Administrative Agent, but to include
balance sheets, statements of income and sources and uses of cash, for each quarter of such
fiscal year prepared in detail, with appropriate presentation and discussion of the
principal assumptions upon which such budget is based, accompanied by the statement of a
Financial Officer 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; and




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



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



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




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




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




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



     SECTION 5.03 Existence; Businesses and Properties.



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



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



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     SECTION 5.04 Insurance.



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



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



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



     (d) Flood Insurance. With respect to each portion of Mortgaged Property (other than
Pipelines) on which improvements are located, obtain flood insurance in such total amount as the
Administrative Agent or the Required Lenders may from time to time 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.



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



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     SECTION 5.06 Employee Benefits. Comply in all material respects with the applicable
provisions of ERISA and the Code and (b) furnish to the Administrative Agent (x) as soon as
possible after, and in any event within 5 days after any Responsible Officer of any Company or any
ERISA Affiliates of any Company knows or has reason to know that, any ERISA Event has occurred
that, alone or together with any other ERISA Event could reasonably be expected to result in
liability of the Companies or any of their ERISA Affiliates in an aggregate amount exceeding $1.0
million or the imposition of a Lien, a statement of a Financial Officer of the Ultimate General
Partner 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 Af
filiate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA
Event; and (iv) such other documents or governmental reports or filings relating to any Plan (or
employee benefit plan sponsored or contributed to by any Company) as the Administrative Agent shall
reasonably request.



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



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



     SECTION 5.09 Compliance with Environmental Laws; Environmental Reports.



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



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resources pursuant to a
contractual obligation owed by such third party to such Company, or (iii) the failure to do so
could not reasonably be expected to result in a Material Adverse Effect.




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



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



     SECTION 5.10 Interest Rate Protection. Borrower shall maintain for a minimum of two
years after the Original Closing Date Hedging Agreements on the terms and conditions existing
immediately prior to the Amendment Effective Date, with the result that at least 50% of the
aggregate principal amount of Consolidated Funded Indebtedness as of February 3, 2006 is
effectively subject to a fixed or maximum interest rate acceptable to the Administrative Agent;
provided that, notwithstanding anything herein to the contrary, Revolving Loans shall not
constitute Consolidated Funded Indebtedness.



     SECTION 5.11 Additional Collateral; Additional Guarantors.



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



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     (b) With respect to any person that is or becomes a Subsidiary after the Amendment Effective
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 Amendment Effective Date and (2) no Foreign
Subsidiary shall be required to take the actions specified in clause (ii) of this Section
5.11(b), if, in the case of either clause (1) or (2), doing so would constitute an investment
of earnings in United States property under Section 956 (or a successor provision) of the Code,
which investment would or could reasonably be expected to trigger a material increase in the net
income of a United States shareholder of such Subsidiary pursuant to Section 951 (or a successor
provision) of the Code; provided that this exception shall not apply to (A) Voting Stock of any
Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of
the Code) representing 66% of the total voting power of all outstanding Voting Stock of such
Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such
Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the
meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes
of this Section 5.11(b).



     (c) Promptly grant to the Collateral Agent, within 60 days (subject to extension in the sole
discretion of the Collateral Agent) of the acquisition thereof, a security interest in and Mortgage
on (i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after
the Amendment Effective Date and that, together with any improvements thereon, individually has a
fair market value of at least $5.0 million, and (ii) unless the Collateral Agent otherwise
consents, each leased Real Property of such Loan Party which lease individually has a fair market
value of at least $5.0 million, in each case, as additional security for the Secured Obligations
(unless the subject property is already mortgaged to a third party to the extent permitted by
Section 6.02). Such Mortgages shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall
constitute valid and enforceable perfected First Priority Liens subject only to Permitted
Collateral Liens or other Liens acceptable to the Collateral Agent. The Mortgages or instruments
related thereto shall be duly recorded or filed in such manner and in such places as are required
by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent
required



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to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in
connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and
execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the
Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the
Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including
a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent
and the Collateral Agent) in respect of such Mortgage).




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



     SECTION 5.12 Security Interests; Further Assurances. Promptly, upon the reasonable
request of the Administrative Agent, the Collateral Agent or any Lender, at Borrower’s expense,
execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and
thereafter register, file or record, or cause to be registered, filed or recorded, in an
appropriate governmental office, any document or instrument supplemental to or confirmatory of the
Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent
reasonably necessary or desirable for the continued validity, perfection and priority of the Liens
on the Collateral covered thereby subject to no other Liens except as permitted by the applicable
Security Document, or obtain any consents or waivers as may be necessary or appropriate in
connection therewith. Deliver or cause to be delivered to the Administrative Agent and the
Collateral Agent from time to time such other documentation, consents, authorizations, approvals
and orders in form and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent as the Administrative Agent and the Collateral Agent shall reasonably deem
necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents.
Upon the exercise by the Administrative Agent, the Collateral Agent or any Lender of any power,
right, privilege or remedy pursuant to any Loan Document which requires any consent,



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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 Marketing LP in accordance with Section 6.05(e)) (A) it shall
have given the Collateral Agent and the Administrative Agent not less than 20 days’ prior written
notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to by the
Collateral Agent, of its intention so to do, clearly describing such change and providing such
other information in connection therewith as the Collateral Agent or the Administrative Agent may
reasonably request and (B) it shall have taken all action reasonably satisfactory to the Collateral
Agent to maintain the perfection and priority of the security interest of the Collateral Agent for
the benefit of the Secured Parties in the Collateral, if applicable; provided, however, that if
such Loan Party does not have, and has not had, assets or liabilities in excess of $25,000, such
notice may be provided promptly (but in no event later than 15 days) after effecting the changes
described above. Each Loan Party agrees to promptly provide the Collateral Agent with certified
Organizational Documents reflecting any of the changes described in the preceding sentence. Each
Loan Party also agrees to promptly notify the Collateral Agent of any change in the location of any
office in which it maintains books or records relating to Collateral owned by it or 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.



          SECTION 5.14 Post-Closing Collateral Matters. To the extent such items have not been
delivered as of the Amendment Effective Date, within thirty (30) days after the Amendment Effective
Date, unless extended by the Administrative Agent in its sole discretion;




     (a) the applicable Loan Party shall deliver to the Collateral Agent, any lien search reports
not yet delivered and required by Section 4(m)(v) of the Amendment Agreement, if available, and
shall within thirty (30) days of receipt of such reports, or such longer period as the Collateral



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Agent may agree in its sole discretion discharge (unless waived by the Collateral Agent in its sole
discretion) any Liens, other than Liens that would be permitted to exist on such Collateral by the
Loan Documents on the Amendment Effective Date, set forth in such results;




     (b) the Borrower shall deliver to the Administrative Agent all certificates of good standing
not yet delivered and required by Section 4(c) of the Amendment Agreement;



     (c) To the extent not otherwise merged with and into a Loan Party in accordance with
Section 6.05(d), Borrower shall (i) deliver to the Collateral Agent the certificates, if
any, representing all of the Equity Interests of Texana JV, together with the 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 Texana JV 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 Texana JV (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 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.



ARTICLE VI

NEGATIVE COVENANTS




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



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




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




     (b) (i) Indebtedness outstanding on the Amendment Effective Date and listed on
Schedule 6.01(b), and (ii) refinancings or renewals thereof; provided that (A) any
such refinancing Indebtedness is in an aggregate principal amount not greater than the
aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount
of any premiums required to be paid thereon and reasonable fees and expenses associated
therewith and an amount equal to any unutilized commitment under the Indebtedness being
renewed or refinanced, (B) such refinancing Indebtedness has a later or equal final



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maturity
and longer or equal weighted average life than the Indebtedness being renewed or refinanced
and (C) the covenants, events of default, subordination and other provisions
thereof (including any guarantees thereof) shall be, in the aggregate, no less
favorable to the Lenders than those contained in the Indebtedness being renewed or
refinanced;




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




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




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




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




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




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




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




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



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




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




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




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




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



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




     (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;



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




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




     (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;



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




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




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




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




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




     (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



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do not extend to property not subject to such Liens at the time of acquisition (other
than improvements thereon) and are no more favorable to the lienholders than such existing
Lien;




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




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




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




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




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




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




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




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




     (t) Liens on assets being disposed of by a Company pursuant to merger agreements, stock
or asset purchase agreements and similar agreements in respect of the disposition of such
assets, provided that such merger agreement, stock or asset purchase agreement or similar
agreement in respect of the disposition of such asset is permitted pursuant to the terms of
this Agreement;




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




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


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




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



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




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




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




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




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




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



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




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




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




     (i) Investments made by Borrower or any Subsidiary in 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;




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




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




     (n) Investments in respect of Permitted Acquisitions; and




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



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




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




     (b) Asset Sales in compliance with Section 6.06;




     (c) Acquisitions in compliance with Section 6.07;



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




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



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



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




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




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




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




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




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




     (f) Investments in compliance with Section 6.04;




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




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



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




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




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




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



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



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




     (a) Capital Expenditures by Borrower and the Subsidiaries;




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




     (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;




     (f) Permitted Acquisitions; and




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


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




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




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



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




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



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




     (a) Dividends permitted by Section 6.08;




     (b) Investments permitted by Sections 6.04(e) 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 the Ultimate General Partner;




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




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




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




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



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




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



     SECTION 6.10 Financial Covenants.



     (a) Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, for the last day
of any Test Period (i) ending during a Specified Period, to exceed 5.75 to 1.0 and (ii) ending at
any other time, to exceed 5.25 to 1.0.



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



     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 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.



     SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries. Directly or
indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions
on its capital stock or any other interest or participation in its profits owned by Borrower or any
Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to
Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i) applicable
Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary;
(iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in
the ordinary course of business; (v) any holder of a Lien permitted by Section 6.02
restricting the transfer of the property subject thereto; (vi) customary restrictions and
conditions contained in any agreement relating to the sale of any property permitted under
Section 6.06 pending the consummation of such sale; (vii) any agreement in effect at the time



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such Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered
into in connection with or in contemplation of such person becoming a Subsidiary of Borrower;
(viii) without affecting the Loan Parties’ obligations under Section 5.11, customary
provisions in partnership agreements, limited liability company organizational governance
documents, asset sale and stock sale agreements and other similar agreements entered into in the
ordinary course of business that restrict the transfer of ownership interests in such partnership,
limited liability company or similar person; (ix) restrictions on cash or other deposits or net
worth imposed by suppliers or landlords under contracts entered into in the ordinary course of
business; (x) any instrument governing Indebtedness assumed in connection with any Permitted
Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or
assets of any person, other than the person or the properties or assets of the person so acquired;
(xi) in the case of any joint venture which is not a Loan Party in respect of any matters referred
to in clauses (b) and (c) above, restrictions in such person’s
Organizational Documents or pursuant to any joint venture agreement or stockholders agreements
solely to the extent of the Equity Interests of or property held in the subject joint venture or
other entity; or (xii) any encumbrances or restrictions imposed by any amendments or refinancings
that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations
referred to in clause (vii) above; provided that such amendments or refinancings are no more
materially restrictive with respect to such encumbrances and restrictions than those prior to such
amendment or refinancing.



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



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



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



     SECTION 6.16 [Intentionally Omitted]




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



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



     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



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limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy
Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated
thereunder, with the result that the investment in the Loan Parties (whether directly or
indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in
violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or
any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect
interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the
Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans
are in violation of a Requirement of Law.



ARTICLE VII

GUARANTEE




     SECTION 7.01 The Guarantee. The Guarantors hereby jointly and severally guarantee, as
a primary obligor and not as a surety to each Secured Party and their respective successors and
assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment,
declaration, demand, by acceleration or otherwise) of the principal of and interest (including any
interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the
United States Code after any bankruptcy or insolvency petition under Title 11 of the United States
Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all
other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under
any Loan Document or any Hedging Agreement entered into with a counterparty that is a Secured
Party, in each case strictly in accordance with the terms thereof (such obligations being herein
collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally
agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated
maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will
promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal.



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



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




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




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




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



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



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



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



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



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



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



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



     SECTION 7.09 Release of Guarantors. If, in compliance with the terms and provisions
of the Loan Documents, all or substantially all of the Equity Interests or property of any
Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons,
none of which is Borrower or a Subsidiary, such Transferred Guarantor shall, upon the consummation
of such sale or transfer, be released from its obligations under this Agreement (including under
Section 10.03 hereof) and its obligations to pledge and grant any Collateral



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owned by it
pursuant to any Security Document and, in the case of a sale of all or substantially all of the
Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the
Collateral Agent pursuant to the Security Agreements shall be released, and the Collateral Agent
shall take such actions as are necessary to effect each release described in this Section
7.09 in accordance with the relevant provisions of the Security Documents.



ARTICLE VIII

EVENTS OF DEFAULT




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




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




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




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




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




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




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



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graph (f)
unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii)
exceeds $10.0 million at any one time (provided that, in the case of Hedging Obligations,
the amount counted for this purpose shall be the amount payable by all Companies if such
Hedging Obligations were terminated at such time);




     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed in a court of competent jurisdiction seeking (i) relief in respect of any Company, or
of a substantial part of the property of any Company, under Title 11 of the United States
Code, as now constituted or hereafter amended, or any other federal, state or foreign
bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Company or for a
substantial part of the property of any Company; or (iii) the winding-up or liquidation of
any Company; and such proceeding or petition shall continue undismissed and unstayed for 60
days or an order or decree approving or ordering any of the foregoing shall be entered;




     (h) any Company shall (i) voluntarily commence any proceeding or file any petition
seeking relief under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law; (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in clause (g)
above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Company or for a substantial part of
the property of any Company; (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding; (v) make 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 $10.0 million (that are not covered by insurance from an insurance
company with an A.M. Best financial strength rating of at least A-, it being understood that
even if such amounts are covered by insurance from such an insurance company such amounts
shall count against such basket if responsibility for such amounts has been denied by such
insurance company) shall be rendered against any Company or any combination thereof and the
same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to levy upon properties of any Company to enforce any such judgment;




     (j) one or more ERISA Events shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other such ERISA Events, could reasonably be expected
to result in a Material Adverse Effect;




     (k) any security interest and Lien purported to be created by any Security Document
with respect to any Collateral worth, individually or in the aggregate, in excess



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of $1.0
million shall cease to be in full force and effect, or shall cease to give the Collateral
Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges
purported to be created and granted under such Security Document (including a perfected
First Priority security interest in and Lien on all of such Collateral (except as otherwise
expressly provided in this Agreement or such Security Document)) in favor of the Collateral
Agent, or shall be asserted by Borrower or any other Loan Party not to be a valid,
perfected, First Priority (except as otherwise expressly provided in this Agreement or such
Security Document) security interest in or Lien on such Collateral;




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




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


then, and in every such event (other than an event with respect to Regency MLP or Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to
Borrower, take either or both of the following actions, at the same or different times: (i)
terminate forthwith the Commitments and (ii) declare the Loans and Reimbursement Obligations then
outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the
Loans and Reimbursement Obligations so declared to be due and payable, together with accrued
interest thereon and any 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 Borrower described
in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of
the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon
and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any
other Loan Document, shall automatically become due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and
the Guarantors, anything contained herein or in any other Loan Document to the contrary
notwithstanding.




     SECTION 8.02 Rescission. If at any time after termination of the Commitments or
acceleration of the maturity of the Loans, Borrower shall pay all arrears of interest and all
payments on account of principal of the Loans and Reimbursement Obligations owing by it that shall
have become due otherwise than by acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than
non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of
acceleration) shall be remedied or waived pursuant Section 10.02, then upon the written
consent of the Required Lenders and written notice to Borrower, the termination of the Commitments
or the acceleration and their consequences may be rescinded and annulled; but such



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action shall not
affect any subsequent Default or impair any right or remedy consequent thereon. The provisions of
the preceding sentence are intended merely to bind the Lenders and the Issuing Bank to a decision
that may be made at the election of the Required Lenders, and such provisions are not intended to
benefit Borrower and do not give Borrower the right to require the Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.



     SECTION 8.03 Application of Proceeds. The proceeds received by the Collateral Agent
in respect of any sale of, collection from or other realization upon all or any part of the
Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in
full or in part, together with any other sums then held by the Collateral Agent pursuant to this
Agreement, promptly by the Collateral Agent as follows:




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




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




     (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b)
above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts
constituting Obligations (other than principal and Reimbursement Obligations) and any fees,
premiums and scheduled periodic payments due under Hedging Agreements constituting Secured
Obligations and any interest accrued thereon, in each case equally and ratably in accordance
with the respective amounts thereof then due and owing;




     (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount
of the Obligations (including Reimbursement Obligations) and any breakage, termination or
other payments under Hedging Agreements constituting Secured Obligations and any interest
accrued thereon; and




     (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the
applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction
may direct.



     In the event that any such proceeds are insufficient to pay in full the items described in
clauses (a) through (e) of this Section 8.03, the Loan Parties shall remain liable, jointly
and



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severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities
and agreements of the Secured Parties, as set forth in this Agreement, including as set forth in
this Section 8.03.



     SECTION 8.04 Right to Cure. Notwithstanding anything to the contrary contained in
Section 8.01, in the event that Borrower fails to comply with the requirements of
Section 6.10(a) or (b), until the expiration of the 10th day subsequent to the date
the certificate calculating such covenant is required to be delivered pursuant to Section
5.01(c), Regency MLP shall have the right to issue Permitted Cure Securities for cash or
otherwise receive cash contributions to the capital of Regency MLP, and, in each case, to
contribute any such cash to the capital of Borrower (collectively, the “Cure Right”), and upon the
receipt by Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Regency MLP of
such Cure Right such covenant shall be recalculated giving effect to the following pro forma
adjustments:




     (i) Consolidated EBITDA shall be increased, solely for the purpose of measuring such
covenants and not for any other purpose under this Agreement, by an amount equal to the Cure
Amount; and




     (ii) If, after giving effect to the foregoing recalculations, the Reporting Entity
shall then be in compliance with the requirements of all such covenants, the Reporting
Entity shall be deemed to have satisfied the requirements of such covenants as of the
relevant date of determination with the same effect as though there had been no failure to
comply therewith at such date, and the applicable breach or default of either such
covenant that had occurred shall be deemed cured for this purposes of the Agreement.



ARTICLE IX

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT




     SECTION 9.01 Appointment and Authority. Each of the Lenders and the Issuing Bank
hereby irrevocably appoints UBS AG, Stamford Branch, to act on its behalf as the Administrative
Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes such
Agents to take such actions on its behalf and to exercise such powers as are delegated to such
Agents by the terms hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Collateral Agent, the Lenders and the Issuing Bank, and neither Borrower
nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.



     SECTION 9.02 Rights as a Lender. Each person serving as an Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include each person serving as an
Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits
from, lend money to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof
as if such person were not an Agent hereunder and without any duty to account therefor to the
Lenders.



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     SECTION 9.03 Exculpatory Provisions. No Agent shall have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, no Agent:




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




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




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


No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Section 10.02) or (y) in the absence of its own gross negligence or willful
misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice
describing such Default is given to such Agent by Borrower, a Lender or the Issuing Bank.




     No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to such Agent. Without limiting the
generality of the foregoing, the use of the term “agent” in this Agreement with reference to the
Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law. Instead,
such term us used merely as a matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.



     SECTION 9.04 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent



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or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper person, and shall
not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or the Issuing Bank, the Administrative Agent may presume
that such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative
Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the
making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal
counsel (who may be counsel for Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in accordance with the advice
of any such counsel, accountants or experts.



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



     SECTION 9.06 Resignation of Agent. Each Agent may at any time give notice of its
resignation to the Lenders, the Issuing Bank and Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a
successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the
Issuing Bank, appoint a successor Agent meeting the qualifications set forth above provided that if
the Agent shall notify Borrower and the Lenders that no qualifying person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and
under the other Loan Documents (except that in the case of any collateral security held by the
Collateral Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the
retiring Collateral Agent shall continue to hold such collateral security as nominee until such
time as a successor Collateral Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through an Agent shall instead be made by or to each
Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor
Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this paragraph). The fees payable by
Borrower to a successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article IX and
Section 10.03 shall continue in effect for the benefit of such retiring Agent, its
sub-agents and



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their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Agent was acting as Agent.



     SECTION 9.07 Non-Reliance on Agent and Other Lenders. Each Lender and the Issuing
Bank acknowledges that it has, independently and without reliance upon any Agent or any other
Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon any Agent or any other Lender
and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.



     SECTION 9.08 No Other Duties, etc.; Appointment. Anything herein to the contrary
notwithstanding, none of the Bookmanagers, Arrangers, Syndication Agent, Co-Syndication Agent or
Documentation Agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, the Collateral Agent, a Lender or the Issuing Bank
hereunder. The Administrative Agent and Borrower may appoint additional or different Syndication
Agents, Co-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, Co-Syndication Agent or Documentation Agent.



ARTICLE X

MISCELLANEOUS




     SECTION 10.01 Notices.



     (a) Generally. Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and
other communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:




     (i) if to any Loan Party, to Borrower at:


Regency Gas Services LP

1700 Pacific Avenue, Suite 2900

Dallas, Texas 75201

Attention: James W. Hunt

Telecopier No.: (214) 750-1749

E-mail: jim.hunt@regencygas.com




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with a copy to:



HMTF Regency, L.P.

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attention: Jason Downie

Telecopier No.: (214) 720-7888

E-mail: jdownie@hmtf.com



and



Regency Gas Services LP

1700 Pacific Avenue

Suite 2900

Dallas, Texas 75201

Attention: Bill Joor

Telecopier No.: (214) 750-1749

E-mail: bill.joor@regencygas.com





     (ii) if to the Administrative Agent, the Collateral Agent, Swingline Lender or Issuing
Bank, to it at:


Wachovia Bank, National Association

Charlotte Plaza, CP-8

201 South College Street

Charlotte, North Carolina 28288-0680

Attention: Syndication Agency Services

Telecopier No.: (704) 383-0288





     (iii) if to a Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire.


Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in paragraph (b) below,
shall be effective as provided in said paragraph (b).




     (b) Electronic Communications. Notices and other communications to the Lenders and
the Issuing Bank hereunder may (subject to Section 10.01(d)) be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not apply to
notices to any Lender or the Issuing Bank pursuant to Article II if such Lender or the
Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative Agent, the
Collateral Agent



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or Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it
(including as set forth in Section 10.01(d)); provided that approval of such procedures may
be limited to particular notices or communications.



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



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



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



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     Each Loan Party further agrees that Administrative Agent may make the Communications available
to the Lenders by posting the Communications on Intralinks or a substantially similar electronic
transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The
Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the
Platform and expressly disclaim liability for errors or omissions in the communications. No
warranty of any kind, express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by any Agent in connection with the
Communications or the Platform. In no event shall the
Administrative Agent or any of its Related Parties have any liability to the Loan Parties, any
Lender or any other person for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise)
arising out of any Loan Party’s or the Administrative Agent’s transmission of communications
through the Internet, except to the extent the liability of such person is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s
gross negligence or willful misconduct.



     SECTION 10.02 Waivers; Amendment.



     (a) Generally. No failure or delay by any Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of each Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision
of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by this Section 10.02, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice
or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand
in similar or other circumstances.



     (b) Required Consents. Subject to Sections 10.02(c) and (d), 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



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or consent with
respect to any condition precedent, covenant or Default shall constitute an increase in the
Commitment of any Lender);




     (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon (other than interest pursuant to Section 2.06(c)), or reduce any
Fees payable hereunder, or change the form or currency of payment of any Obligation, without
the written consent of each Lender directly affected thereby (it being understood
that any amendment or modification to the financial definitions in this Agreement shall
not constitute a reduction in the rate of interest for purposes of this clause (ii));




     (iii) (A) change the scheduled final maturity of any Loan, (B) postpone the date for
payment of any Reimbursement Obligation or any interest or fees payable hereunder, (C)
change the amount of, waive or excuse any such payment (other than waiver of any increase in
the interest rate pursuant to Section 2.06(c)), or (D) postpone the scheduled date
of expiration of any Commitment or any Letter of Credit beyond the Revolving Maturity Date,
in any case, without the written consent of each Lender directly affected thereby;




     (iv) increase the maximum duration of Interest Periods hereunder, without the written
consent of each Lender directly affected thereby;




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




     (vi) release Regency MLP or all or substantially all of the Subsidiary Guarantors from
their Guarantee (except as expressly provided in Article VII), or limit their
liability in respect of such Guarantee, without the written consent of each Lender;




     (vii) release all or substantially all of the Collateral from the Liens of the Security
Documents or alter the relative priorities of the Secured Obligations entitled to the Liens
of the Security Documents, in each case without the written consent of each Lender (it being
understood that additional Classes of Loans pursuant to Sections 2.19 and
2.20 or consented to by the Required Lenders may be equally and ratably secured by
the Collateral with the then existing Secured Obligations under the Security Documents);




     (viii) change Section 2.14(b) or (c) in a manner that would alter the
pro rata sharing of payments or setoffs required thereby or any other provision in a manner
that would alter the pro rata allocation among the Lenders of Loan disbursements, including
the requirements of Sections 2.02(a), 2.17(d) and 2.18(d), without
the written consent of each Lender directly affected thereby;




     (ix) change any substantive provision of this Section 10.02(b) or Section
10.02(c) or (d), without the written consent of each Lender directly affected
thereby (except for additional restrictions on amendments or waivers for the benefit of
Lenders of additional Classes of Loans pursuant to Section 2.19 or consented to by
the Required Lenders);



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     (x) change the percentage set forth in the definition of “Required Lenders,” “Required
Class Lenders,” “Required Revolving Lenders” or any other provision of any Loan Document
(including this Section) specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any determination or
grant any consent thereunder, without the written consent of each Lender (or each Lender of
such Class, as the case may be), other than to increase such percentage or number or to give
any additional Lender or group of Lenders such
right to waive, amend or modify or make any such determination or grant any such
consent;




     (xi) change the application of prepayments as among or between Classes under
Section 2.10(f), without the written consent of the Required Class Lenders of each
Class that is being allocated a lesser prepayment as a result thereof (it being understood
that the Required Lenders may waive, in whole or in part, any prepayment so long as the
application, as between Classes, of any portion of such prepayment that is still required to
be made is not changed and, if additional Classes of 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));




     (xii) change or waive any provision of Article X as the same applies to any
Agent, or any other provision hereof as the same applies to the rights or obligations of any
Agent, in each case without the written consent of such Agent;




     (xiii) change or waive any obligation of the Lenders relating to the issuance of or
purchase of participations in Letters of Credit, without the written consent of the Required
Revolving Lenders, the Administrative Agent and the Issuing Bank;




     (xiv) change or waive any provision hereof relating to Swingline Loans (including the
definition of “Swingline Commitment”), without the written consent of the Swingline Lender;
or




     (xv) expressly change or waive any condition precedent in Section 4.02 to any
Revolving Borrowing without the written consent of the Required Revolving Lenders.


Notwithstanding anything in this Section 10.02 to the contrary, any Increase Joinder or
Revolving Loan Joinder may, without the consent of any Lenders other than those participating in
such joinder, effect such amendments to this Agreement and the other Loan Documents as may be
necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of
Section 2.19 or 2.20, as applicable.




     (c) Collateral. Without the consent of any other person, the applicable Loan Party or
Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole
discretion, or shall, to the extent required by any Loan Document) enter into any amendment or
waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting,
perfection, protection, expansion or enhancement of any security interest in any Collateral or
additional property to become Collateral for the benefit of the Secured Parties, or as



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required by
local law to give effect to, or protect any security interest for the benefit of the Secured
Parties, in any property or so that the security interests therein comply with applicable
Requirements of Law.



     (d) Dissenting Lenders. If, in connection with any proposed change, waiver, discharge
or termination of the provisions of this Agreement as contemplated by Section 10.02(b), the
consent of the Required Lenders is obtained but the consent of one or more of such other Lenders
whose consent is required is not obtained, then Borrower shall have the
right to replace such non-consenting Lender or Lenders, so long as all non-consenting Lenders
are so replaced (or, at the option of Borrower if the respective non-consenting Lenders’ consent is
required with respect to less than all Classes of Loans (or related Commitments), to replace only
the Commitments and/or Loans of the respective non-consenting Lender that gave rise to the need to
obtain such Lender’s individual consent), with one or more persons pursuant to Section 2.16
so long as at the time of such replacement each such new Lender consents to the proposed change,
waiver, discharge or termination.



     SECTION 10.03 Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates
(including the reasonable fees, charges and disbursements of counsel, and local counsel who
specialize in gas and pipeline matters, for the Administrative Agent and/or the Collateral Agent)
in connection with the syndication of the credit facilities provided for herein (including the
obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses
incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank
(including the fees, charges and disbursements of any counsel, and local counsel who specialize in
gas and pipeline matters, for the Administrative Agent, the Collateral Agent, any Lender or the
Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection
with this Agreement and the other Loan Documents, including its rights under this Section
10.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit and (iv) all documentary and similar
taxes and charges in respect of the Loan Documents.



     (b) Indemnification by Borrower. Borrower shall indemnify the Administrative Agent
(and any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) each Lender and the
Issuing Bank, and each Related Party of any of the foregoing persons (each such person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and disbursements of any
counsel, and local counsel who specialize in gas and pipeline matters, for any Indemnitee) incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i) the



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execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or Release or threatened Release of Hazardous Materials on, at, under or from any property
owned, leased or operated by any Company at any time, or any Environmental Claim related in any way
to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a
claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of
such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan
Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction; provided, further, that Borrower shall not be required to
reimburse the legal fees and expenses of more than one outside counsel (in addition to any
reasonably necessary special counsel and up to one local counsel in each applicable local
jurisdiction) for all Indemnitees unless, in the reasonable written opinion of outside counsel to
such Indemnitees, representation of all such Indemnitees would be inappropriate due to the
existence of an actual or potential conflict of interest.



     (c) Reimbursement by Lenders. To the extent that Borrower for any reason fails to
indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be
paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the
Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent
(or any sub-agent thereof), the Issuing Bank, the Swingline Lender or such Related Party, as the
case may be, such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the
Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Issuing Bank in its
capacity as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the
Swingline Lender or Issuing Bank in connection with such capacity. The obligations of the Lenders
under this paragraph (c) are subject to the provisions of Section 2.14. For purposes
hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the
total Revolving Exposure, outstanding Tranche B-1 Term Loans and unused Commitments at the time.



     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives, any



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claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of
the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby.



     (e) Payments. All amounts due under this Section shall be payable not later than 3
Business Days after demand therefor.



     SECTION 10.04 Successors and Assigns.



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent, the
Collateral Agent, the Issuing Lender, the Swingline Lender and each Lender and no Lender may assign
or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee
in accordance with the provisions of paragraph (b) of this Section 10.04, (ii) by way of
participation in accordance with the provisions of paragraph (d) of this Section 10.04 or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of
paragraph (f) of this Section (and any other attempted assignment or transfer by Borrower or any
Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and,
to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right,
remedy or claim under or by reason of this Agreement.



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




     (i) except in the case of any assignment made in connection with the primary
syndication of the Commitment and Loans by the Arrangers or an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it
or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund
with respect to a Lender, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not then in
effect, the principal outstanding balance of the Loans of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified
in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million,
in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or
$1.0 million, in the case of any



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assignment in respect of Tranche B-1 Term Loans and/or
Tranche B-1 Term Loan Commitments, unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, Borrower otherwise consent (each such
consent not to be unreasonably withheld or delayed) (provided that all amounts assigned
shall be
aggregated in calculating the $1.0 million minimum in the event of simultaneous
assignments to or from two or more Lender Affiliates);




     (ii) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the
Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender
from assigning all or a portion of its rights and obligations among separate tranches on a
non-pro rata basis; and




     (iii) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together, if the assignment is not to a Lender, an
affiliate of a Lender or a Related Fund, with a processing and recordation fee of $3,500,
and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c)
of this Section 10.04, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but
shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15
and 10.03 with respect to facts and circumstances occurring prior to the effective date of
such assignment. Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in accordance with
paragraph (d) of this Section 10.04.




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
Borrower, shall maintain at one of its offices in Charlotte, North Carolina a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and Borrower, the Administrative
Agent, the Issuing Bank and the Lenders shall treat each person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by
Borrower, the Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.



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     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender sell participations to
any person (other than a natural person or Borrower or any of Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans
owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) Borrower, the Administrative Agent and the Lenders and
Issuing Bank shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii)
of the first proviso to Section 10.02(b) that affects such Participant. Subject to
paragraph (e) of this Section, Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.12, 2.13 and 2.15 (subject to the requirements of
those Sections) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a
Lender.



     (e) Limitations on Participant Rights. A Participant shall not be entitled to receive
any greater payment under Sections 2.12, 2.13 and 2.15 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with Borrower’s prior
written consent.



     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that
no such pledge or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any
Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower
or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under
this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a
Lender under this Agreement, to any holder of, trustee for, or any other representative of holders
of, obligations owed or securities issued, by such fund, as security for such obligations or
securities.



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



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its behalf
and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.12, 2.14, 2.15 and Article X shall survive and remain in
full force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the payment of the Reimbursement Obligations, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.



     SECTION 10.06 Counterparts; Integration; Effectiveness; Electronic Execution.



     (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents, and any separate letter agreements with respect to
fees payable to the Administrative Agent, constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. This Agreement shall become effective when the
conditions set forth in Section 4.01 are satisfied, and at such time, the signatures of the
Agents and the Loan Parties to this Agreement shall be deemed to be the signatures of such Agents
and Loan Parties to this Agreement. Borrower, the Guarantors, the Agents and the Lenders agree
that (i) all obligations under the Third Amended and Restated Credit Agreement, that is amended and
restated hereby, shall continue to exist under and be evidenced by this Agreement and the other
Loan Documents and shall constitute Obligations and (ii) except as expressly stated herein or
amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full
force and effect with respect to all Secured Obligations. Delivery of an executed counterpart of a
signature page of this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Agreement.



     (b) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable Requirement of Law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state
laws based on the Uniform Electronic Transactions Act.



     SECTION 10.07 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



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     SECTION 10.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender, the Issuing Bank, and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by applicable
Requirements of Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the
credit or the account of Borrower or any other Loan Party against any and all of the obligations of
Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the
Issuing Bank shall have made any demand under this Agreement or any other Loan Document and
although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed
to a branch or office of such Lender or the Issuing Bank different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of each Lender, the Issuing
Bank and their respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective
Affiliates may have. Each Lender and the Issuing Bank agrees to notify Borrower and the
Administrative Agent promptly after any such setoff and application; provided that the failure to
give such notice shall not affect the validity of such setoff and application.



     SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process.



     (a) Governing Law. This Agreement shall be construed in accordance with and governed
by the law of the State of New York, without regard to conflicts of law principles that would
require the application of the laws of another jurisdiction.



     (b) Submission to Jurisdiction. Each Loan Party hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any
right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against any Loan Party
or its properties in the courts of any jurisdiction.



     (c) Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives,
to the fullest extent permitted by applicable Requirements of Law, any objection which it may now
or hereafter have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement or any other Loan Document in any court referred to in
Section 10.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



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     (d) Service of Process. Each party hereto irrevocably consents to service of process
in any action or proceeding arising out of or relating to any Loan Document, in the manner provided
for notices (other than telecopier) in Section 10.01. Nothing in this Agreement or any
other Loan Document will affect the right of any party hereto to serve process in any other manner
permitted by applicable Requirements of Law.



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



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



     SECTION 10.12 Treatment of Certain Information; Confidentiality. Each of the
Administrative Agent, the Lenders and the Issuing Bank agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective partners, directors, officers, employees, agents,
advisors and other representatives (it being understood that the persons to whom such disclosure is
made will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority purporting to
have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by applicable
Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e)
in connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section 10.12, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement,
(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to Borrower and its obligations or (iii) any rating
agency for the purpose of obtaining a credit rating applicable to any Lender, (g) with the
consent of Borrower or (h) to the extent such Information (x) becomes publicly available other than
as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any
Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a
source other than Borrower. For purposes of this Section, “Information” means all information
received from Regency MLP or any of its Subsidiaries relating to Regency MLP or any of its
Subsidiaries or any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis
prior to disclosure by Regency MLP or any of its Subsidiaries; provided that, in the case of
information received from Regency MLP or any of its Subsidiaries after the Amendment Effective
Date, such information is clearly



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identified at the time of delivery as confidential. Any person
required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such person has exercised the same
degree of care to maintain the confidentiality of such Information as such person would accord to
its own confidential information.



     SECTION 10.13 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies Borrower, which information includes the name, address and
tax identification number of Borrower and other information regarding Borrower that will allow such
Lender or the Administrative Agent, as applicable, to identify Borrower in accordance with the Act.
This notice is given in accordance with the requirements of the Act and is effective as to the
Lenders and the Administrative Agent.



     SECTION 10.14 Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable Requirements of Law
(collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may
be contracted for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable Requirements of Law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in
respect of such Loan but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been
received by such Lender.



     SECTION 10.15 [Reserved]



     SECTION 10.16 Obligations Absolute. To the fullest extent permitted by applicable
Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and
unconditional irrespective of:




     (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;



-126-









 






     (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]




-127-









 





     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 LP1	 	 
	 

	 	By:
	 	Regency OLP GP, LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Stephen L. Arata	 	 
	 

	 	 	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	REGENCY ENERGY PARTNERS LP	 	 
	 

	 	By:
	 	Regency GP LP, its General Partner	 	 
	 

	 	By:
	 	Regency GP LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Stephen L. Arata	 	 
	 

	 	 	 	Executive Vice President and Chief Financial
Officer	 	 








 




			
	1	 	All Loan Parties to be confirmed by
Regency/V&E; need to add TexStar companies.














 










	 	 	 
	 

	 	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	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Stephen L. Arata	 	 
	 

	 	 	 	Vice President	 	 






-2-









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL 
ASSOCIATION, as
Administrative Agent, Collateral 
Agent, Swingline
Lender and Issuing Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-3-









 





	 	 	 	 	 
	 	UBS SECURITIES LLC, as Arranger and Bookmanager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-4-









 





	 	 	 	 	 
	 	WACHOVIA CAPITAL MARKETS, LLC, as
Arranger 

and
Bookmanager

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-5-









 





	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-6-









 





	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS INC., as Arranger,

Bookmanager and Co-Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-7-









 





	 	 	 	 	 
	 	FORTIS CAPITAL CORP., as Co-Documentation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-8-









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A. as Co-Documentation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-9-