Contract
EXECUTION
VERSION
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
XXXXXX XXXXXXX 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 Xxxxxxx Gas Services, LLC pursuant to
which Regency Field Services LLC owns a 60% interest in Xxxxxxx 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 Xxxxxxx 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.
(a)
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Section
1.01 of the Credit Agreement shall be amended as
follows:
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(i)
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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, Xxxxxxx 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
Xxxxxxx 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 Investment when combined with all other Investments made pursuant to
Section 6.04(i) shall not have exceeded $20,000,000.”
(ii)
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the
definition of “Subsidiary” shall be amended by adding the following at the
end of such definition “Notwithstanding any of the foregoing, Xxxxxxx Lime
Gathering LLC shall not be a Subsidiary for so long as it is a Joint
Venture.”
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(b)
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the
following defined terms shall be added to Section 1.01 in appropriate
alphabetical order:
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(i)
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“Amendment No. 6” shall
mean Amendment No. 6 and Waiver to Fourth Amended and Restated Credit
Agreement, which amends this Agreement, dated as of the Amendment No. 6
Effective Date, among the Borrower, the Guarantors, the Administrative
Agent and the Required Lenders.”;
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(ii)
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“Amendment No. 6 Effective
Date” shall mean May 9,
2008.”.
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SECTION
2. Limited Waiver. The
Required Lenders hereby waive Borrower’s obligation to (a) comply with Section
5.11(b) of the Credit Agreement solely with respect to Xxxxxxx Lime Gathering
LLC from and including January 18, 2008 until the Amendment No. 6 Effective Date
and (b) treat Xxxxxxx Lime Gathering LLC as a Subsidiary rather than as a Joint
Venture in the Perfection Certificate Supplement dated February 29, 2008 that
was delivered in connection with Sections 5.01(d) and 5.13(b) of the Credit
Agreement.
SECTION
3. Conditions
Precedent. The effectiveness of this Amendment is subject to
the condition that the Administrative Agent shall have received signature pages
from the Required Lenders, the Borrower and the Subsidiary Guarantors and the
Borrower shall deliver or cause to be delivered any legal opinions or other
documents reasonably requested by the Administrative Agent in connection
herewith.
SECTION
4. Representations and
Warranties. The Borrower represents and warrants to the
Administrative Agent and each of the Lenders that:
(a) This
Amendment is within the Borrower’s and the Guarantor’s organizational powers and
has been duly authorized by all necessary organizational action on the part the
Borrower and the Guarantors. This Amendment has been duly executed
and delivered by the Borrower and Guarantors and constitutes, a legal, valid and
binding obligation of the Borrower and the Guarantors , enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.
(b) After
giving effect to this Amendment, the representations and warranties set forth in
Article III of the Credit Agreement or in any Loan Document are true and correct
in all material respects (it being understood and agreed that any representation
or warranty that by its terms is made as of a specified date shall be required
to be true and correct in all material respects as of a specified
date).
(c) After
giving effect to this Amendment, no Default has occurred or is
continuing.
SECTION
5. Credit
Agreement. Except as specifically provided hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof. After the date
hereof, any reference to the Credit Agreement in any Loan Document shall mean
the Credit Agreement as modified hereby. This Amendment shall be a
Loan Document for all purposes.
SECTION
6. Applicable
Law. This Amendment 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.
SECTION
7. Counterparts. This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute one
contract. Delivery of an executed signature page of this Amendment by
facsimile or “pdf file” transmission shall be effective as delivery of a
manually executed counterpart hereof.
SECTION
8. Expenses. Borrower
agrees to reimburse the Administrative Agent for its reasonable out-of-pocket
expenses incurred by it in connection with this Amendment, including the
reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp,
counsel for the Administrative Agent.
SECTION
9. Headings. The
Section headings used herein are for convenience of reference only, are not part
of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.
[Signature
pages to follow]
927847
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized
officers as of the day and year first written above.
REGENCY
GAS SERVICES LP,
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By:
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Regency
OLP GP LLC, its general partner
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By:
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Xxxxxxx
X. Xxxxx
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Vice
President
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[Regency
- Amendment 6]
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WACHOVIA
BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral
Agent
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By:
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__________________________________
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Name:
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Title:
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[Regency
- Amendment 6]
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______________________________________,
as a Lender
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By:
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__________________________________
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Name:
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Title:
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[Regency
- Amendment 6]
Each of
the undersigned, in its capacity as a Guarantor, hereby acknowledges the terms
and conditions set forth in this Amendment and hereby ratifies and confirms its
obligations under the Credit Agreement as amended by this Amendment, including,
without limitation, its guarantee of the Guaranteed Obligations.
By: Regency
GP LP, its General Partner
By: Regency
GP LLC, its General Partner
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By:
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Xxxxxxx
X. Xxxxx
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Executive
Vice President and
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Chief
Financial Officer
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REGENCY
FIELD SERVICES LLC
REGENCY
INTRASTATE GAS LLC
REGENCY
LIQUIDS PIPELINE LLC
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GULF
STATES TRANSMISSION
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CORPORATION
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REGENCY
GAS MARKETING LLC
PUEBLO
HOLDINGS, INC.
PUEBLO
MIDSTREAM GAS CORPORATION
REGENCY
OIL PIPELINE LLC
REGENCY
GAS UTILITY LLC
CDM
RESOURCE MANAGEMENT LLC
FRONTSTREET
HUGOTON LLC
WGP-KHC,
LLC
By:
Xxxxxxx X. Xxxxx
Vice President
XXXXXXX
JOINT VENTURE
By: Regency
Field Services LLC
By:
Xxxxxxx X. Xxxxx
Vice President
By: Regency
Gas Services LP,
its Venturer
By: Regency
OLP GP LLC,
its General Partner
By:
Xxxxxxx X. Xxxxx
Vice President
[Regency
- Amendment 6]