AMENDMENT
AGREEMENT NO. 6 AND WAIVER dated as of May 9, 2008 (this “
Amendment ”), with respect to the Fourth Amended and
Restated Credit Agreement dated as of August 15, 2006, as amended
by a first amendment dated as of June 15, 2007, as further amended
by a second amendment dated as of June 29, 2007, as further amended
by a third amendment dated as of September 28, 2007, as further
amended by a fourth amendment dated as of January 15, 2008 and as
further amended by a fifth amendment dated as of February 13, 2008
(as further amended, amended and restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”), among REGENCY GAS SERVICES LP, a Delaware
limited partnership, REGENCY ENERGY PARTNERS LP, a Delaware limited
partnership, the Subsidiary Guarantors, the Lenders, UBS SECURITIES
LLC (“ UBSS ”) and WACHOVIA CAPITAL MARKETS, LLC
(“ Wachovia Capital Markets ”), as joint lead
arrangers and joint bookmanagers for the Tranche B-1 Term Loans,
WACHOVIA CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. (“
CGMI ”) and UBSS, as joint lead arrangers and joint
bookmanagers for the Revolving Loans, WACHOVIA BANK, NATIONAL
ASSOCIATION, as administrative agent (in such capacity, the “
Administrative Agent ”) for the Lenders and as
collateral agent for the Secured Parties (in such capacity, the
“ Collateral Agent ”), as issuing bank and
swingline lender, UBS LOAN FINANCE LLC, as syndication agent for
the Loans, CGMI, as co-syndication agent for the Revolving Loans
and FORTIS CAPITAL CORP., JPMORGAN CHASE BANK, N.A., THE ROYAL BANK
OF SCOTLAND PLC and MORGAN STANLEY BANK, as co-documentation
agents.
A. On January 18, 2008, Regency
Field Services LLC, a subsidiary of the Borrower, entered into a
limited liability company agreement with Edwards Gas Services, LLC
pursuant to which Regency Field Services LLC owns a 60% interest in
Edwards Lime Gathering LLC.
B. The Borrower has requested that
the Administrative Agent and Required Lenders agree to amend
certain provisions of the Credit Agreement to provide that Edwards
Lime Gathering LLC is a Joint Venture rather than a
Subsidiary.
C. The Administrative Agent and Required Lenders
are willing so to agree and to amend certain provisions of the
Credit Agreement pursuant to the terms and subject to the
conditions set forth herein.
D. The Borrower has requested that
the Administrative Agent and Required Lenders agree to waive a
provision of the Credit Agreement as set forth herein.
E. The Administrative Agent and
Required Lenders are willing to so agree and to waive a provision
of the Credit Agreement pursuant to the terms and subject to the
conditions set forth herein.
F. Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to
them in the Credit Agreement.
In
consideration of the premises and the agreements, provisions and
covenants contained herein, the parties hereto hereby agree, on the
terms and subject to the conditions set forth herein, as
follows:
SECTION
1.
Amendments to the Credit Agreement .
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Section 1.01 of
the Credit Agreement shall be amended as
follows:
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the definition
of “Joint Venture” shall be deleted and restated in its
entirety as follows:
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““Joint Venture” shall mean
(i) a joint venture with a third party so long as such entity would
not constitute a Subsidiary, (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, or (iii)
notwithstanding anything to the contrary herein, Edwards Lime
Gathering LLC, for so long as any portion of the ownership
interests therein are owned by a Person that is not a Loan Party or
an Affiliate of any Loan Party; provided, that in the case of (i),
(ii) or (iii), all Investments by any Loan Party are made pursuant
to and are permitted by Section 6.04(i). For the avoidance of
doubt, all Investments by any Loan Party in Edwards Lime Gathering
LLC made prior to the Amendment No. 6 Effective Date were made
pursuant to and permitted by Section 6.04(i); provided that
the amount of such Inves
