SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
Delaware Delaware (State or Other Jurisdiction of Incorporation or Organization) | 4922 4922 (Primary Standard Industrial Classification Code Number) | 16-1731691 38-3747282 (I.R.S. Employer Identification No.) |
1700 Pacific, Suite 2900 Dallas, Texas 75201 (214) 750-1771 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Principal Executive Offices) | William E. Joor III 1700 Pacific, Suite 2900 Dallas, Texas 75201 (713) 621-9547 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
Dan A. Fleckman
Vinson & Elkins L.L.P.
2500 First City Tower
1001 Fannin Street, Suite 3600
Houston, Texas 77002
(713) 758-2222
Proposed | Proposed | |||||||||||||
Title of each class of | Amount | maximum offering | maximum aggregate | Amount of | ||||||||||
securities to be registered | to be registered | price per note | offering price | registration fee(1) | ||||||||||
83/8% Senior Notes due 2013 Guarantees(2) | $550,000,000 | 100% | $550,000,000 | $16,885 | ||||||||||
(1) | Determined in accordance with Rule 457(f) under the Securities Act of 1933, as amended. | |
(2) | No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(a) of the Securities Act of 1933. | |
* | Includes certain subsidiaries of Regency Energy Partners LP identified on the following pages. |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 03-0516215 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 20-4188520 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 32-0077616 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 86-1061643 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 32-0077619 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 32-0077618 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 38-3697585 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 20-0941731 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 20-1005445 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 20-0749513 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 20-0941662 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 20-1005447 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 20-0750124 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 37-1540711 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 74-3138090 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 74-3138092 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 34-2057138 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 34-2057140 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 34-2057145 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 74-3138095 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Texas (State or Other Jurisdiction of Incorporation or Organization) | 20-0330629 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 34-2057145 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 75-3216838 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 75-3216839 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 35-2270502 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 26-0103023 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 26-0103022 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware | 34-2057138 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 34-2057141 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 75-3216837 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 75-3165677 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Louisiana (State or Other Jurisdiction of Incorporation or Organization) | 72-1146059 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Texas (State or Other Jurisdiction of Incorporation or Organization) | 75-3016693 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Texas (State or Other Jurisdiction of Incorporation or Organization) | 74-3016692 (I.R.S. Employer Identification Number) |
(Exact Name of Registrant As Specified In Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 74-3017118 (I.R.S. Employer Identification Number) |
Subject to Completion, dated April 2, 2007
The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.
Regency Energy Finance Corp.
that have been registered under the Securities Act of 1933
that have not been registered under the Securities Act of 1933
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19 | ||||
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19 | ||||
26 | ||||
71 | ||||
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• | Gathering and Processing: in which we provide “wellhead-to-market” services to producers of natural gas, which include transporting raw natural gas from the wellhead through gathering systems, processing raw natural gas to separate natural gas liquids, or NGLs, from the raw natural gas and selling or delivering the pipeline-quality natural gas and NGLs to various markets and pipeline systems; and | ||
• | Transportation: in which we deliver natural gas from northwest Louisiana to more favorable markets in northeast Louisiana through our 320-mile Regency Intrastate Pipeline system, which has been significantly expanded and extended over the last 18 months. |
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Outstanding Notes | On December 12, 2006, we issued $550 million aggregate principal amount of 83/8% Senior Notes due 2013. | |
Exchange Notes | 83/8% Senior Notes due 2013. The terms of the exchange notes are identical to those terms of the outstanding notes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the outstanding notes do not apply to the exchange notes. | |
Exchange Offers | We are offering to exchange up to $550 million principal amount of our 83/8% Senior Notes due 2013 that have been registered under the Securities Act of 1933, or the Securities Act, for an equal amount of our outstanding 83/8% Senior Notes due 2013 that have not been so registered. We are making this offer to satisfy our obligations under the registration rights agreement that we entered into when we issued the outstanding notes in a transaction exempt from registration under the Securities Act. | |
Expiration Date | The exchange offer will expire at 5:00 p.m., New York City time, on , 2007, unless we decide to extend it. | |
Conditions to the Exchange Offer | The registration rights agreement does not require us to accept outstanding notes for exchange if the exchange offer or the making of any exchange by a holder of the outstanding notes would violate any applicable law or interpretation of the staff of the Commission or if any legal action has been instituted or threatened that would impair our ability to proceed with the exchange offer. A minimum aggregate principal amount of outstanding notes being tendered is not a condition to the exchange offer. Please read “Exchange Offer — Conditions to the Exchange Offer” for more information about the conditions to the exchange offer. | |
Procedures for Tendering Outstanding Notes | All of the outstanding notes are held in book-entry form through the facilities of The Depository Trust Company, or DTC. To participate in the exchange offer, you must follow the automatic tender offer program, or ATOP, procedures established by DTC for tendering notes held in book-entry form. The ATOP procedures require that the exchange agent receive, prior to the expiration date of the exchange offer, a computer-generated message known as an “agent’s message” that is transmitted through ATOP and that DTC confirm that: | |
DTC has received instructions to exchange your notes; and you agree to be bound by the terms of the letter of transmittal in Annex A hereto. | ||
For more details, please read “Exchange Offer — Terms of the Exchange Offer” and “Exchange Offer — Procedures for Tendering.” |
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Guaranteed Delivery Procedures | None. | |
Withdrawal of Tenders | You may withdraw your tender of outstanding notes at any time prior to the expiration date. To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the exchange offer. Please read “Exchange Offer — Withdrawal of Tenders.” | |
Acceptance of Outstanding Notes and Delivery of Exchange Notes | If you fulfill all conditions required for proper acceptance of outstanding notes, we will accept any and all outstanding notes that you properly tender in the exchange offer before 5:00 p.m., New York City time, on the expiration date. We will return any outstanding note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes promptly after the expiration date and acceptance of the outstanding notes for exchange. Please read “Exchange Offer — Terms of the Exchange Offer.” | |
Fees and Expenses | We will bear all expenses related to the exchange offer. Please read “Exchange Offer — Fees and Expenses.” | |
Use of Proceeds | The issuance of the exchange notes will not provide us with any new proceeds. We are making the exchange offer solely to satisfy our obligations under our registration rights agreement. | |
Consequences of Failure to Exchange Outstanding Notes | If you do not exchange your outstanding notes in the exchange offer, you will no longer be able to require us to register the outstanding notes under the Securities Act, except in the limited circumstances provided under our registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the outstanding notes unless we have registered the outstanding notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them in compliance with an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. | |
U.S. Federal Income Tax Consequences | The exchange of exchange notes for outstanding notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read “Material Federal Income Tax Consequences.” | |
Exchange Agent | We have appointed Wells Fargo Bank, National Association as the exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus (including the letter of transmittal) to the exchange agent addressed as follows: | |
WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9203-121 Sixth & Marquette Avenue Minneapolis, MN 55479 |
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Issuers | Regency Energy Partners LP and Regency Energy Finance Corp. | |
Securities Offered | $550,000,000 principal amount of 83/8% Senior Notes due 2013. | |
Interest Rate | 8.375% per annum. | |
Interest Payment Dates | Interest on the exchange notes will accrue from December 7, 2006 and will be paid semi-annually on June 15 and December 15 of each year, commencing June 15, 2007, to holders of record as of the preceding June 1 and December 1, respectively. | |
Maturity Date | December 15, 2013. | |
Subsidiary Guarantees | Each of our current wholly-owned domestic subsidiaries, other than Regency Energy Finance Corp., will guarantee the exchange notes initially. Not all of our future subsidiaries will have to become guarantors. If we cannot make payments on the exchange notes when they are due, the guarantor subsidiaries, if any, must make them instead. Please read “Description of Exchange Notes—Subsidiary Guarantees.” | |
Optional Redemption | We may redeem some or all of the exchange notes at any time on or after December 15, 2010. We may also redeem some or all of the exchange notes at a “make-whole” redemption price at any time prior to December 15, 2010. In addition, prior to December 15, 2009, we may redeem up to 35% of the aggregate principal amount of the exchange notes with the proceeds of certain equity offerings at a specified redemption price. The redemption prices are discussed under the caption “Description of Exchange Notes—Optional Redemption.” | |
Change of Control | When a change of control event occurs, each holder of exchange notes may require us to repurchase all or a portion of its exchange notes at a price equal to 101% of the principal amount of the exchange notes, plus any accrued and unpaid interest to the date of repurchase. | |
Ranking | The notes and the guarantees will be unsecured and will rank equally with all existing and future unsubordinated obligations of us and our guarantors. The notes and the guarantees will be senior in right of payment to any future obligations of us and our guarantors that are, by their terms, expressly subordinated in right of payment to the notes and the guarantees. The notes and the guarantees will be effectively subordinated to the secured obligations of us and our guarantors, including our credit facility, to the extent of the value of the assets securing such obligations. As of March 22, 2007, we and the guarantors had outstanding approximately $698.1 million of total debt, consisting of $50 million in term loans and $98.1 million in revolving credit borrowings under our credit facility, all of which was secured, and had availability for an additional $151.9 million of revolving credit borrowing under our credit facility. This offering will have no effect on the available capacity under our credit facility. |
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Certain Covenants | The indenture will contain covenants that, among other things, will limit our ability and the ability of certain of our subsidiaries to: |
• | incur additional indebtedness, | ||
• | pay distributions on, or repurchase or redeem equity interests, | ||
• | make certain investments, | ||
• | incur liens, | ||
• | enter into certain types of transactions with our affiliates; and | ||
• | sell assets or consolidate or merge with or into other companies. |
These and other covenants are subject to important exceptions and qualifications that are described under the heading “Description of Exchange Notes” in this prospectus. | ||
If, prior to their maturity, the exchange notes achieve an investment grade rating from each of Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services and no event of default has occurred and is continuing under the indenture, then many of these covenants will terminate. | ||
Transfer Restrictions; Absence of a Public Market for the Notes | The exchange notes generally will be freely transferable, but will also be new securities for which there will not initially be a market. We do not intend to arrange for a trading market in the exchange notes after the exchange offer, and it is therefore unlikely that such a market will exist for the exchange notes. | |
Form of Exchange Notes | The exchange notes will be represented by one or more global notes. Each global exchange note will be deposited with the trustee, as custodian for DTC. | |
Same-Day Settlement | The global exchange notes will be shown on, and transfers of the global exchange notes will be effected only through, records maintained in book-entry form by DTC and its direct and indirect participants. The exchange notes are expected to trade in DTC’s Same Day Funds Settlement System until maturity or redemption. Therefore, secondary market trading activity in the exchange notes will be settled in immediately available funds. | |
Trustee, Registrar and Exchange Agent | Wells Fargo Bank, National Association. | |
Governing Law | The exchange notes and the indenture relating to the exchange notes will be governed by, and construed in accordance with, the laws of the State of New York. |
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• | operating a significantly larger combined organization and adding operations; | ||
• | difficulties in the assimilation of the assets and operations of the acquired businesses, especially if the assets acquired are in a new business segment or geographic area; | ||
• | the risk that natural gas reserves expected to support the acquired assets may not be of the anticipated magnitude or may not be developed as anticipated; | ||
• | the loss of significant producers or markets or key employees from the acquired businesses; | ||
• | the diversion of management’s attention from other business concerns; | ||
• | the failure to realize expected profitability or growth; | ||
• | the failure to realize expected synergies and cost savings; | ||
• | coordinating geographically disparate organizations, systems and facilities; and | ||
• | coordinating or consolidating corporate and administrative functions. |
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7
• | the impact of weather on the demand for oil and natural gas; | ||
• | the level of domestic oil and natural gas production; | ||
• | the availability of imported oil and natural gas; | ||
• | actions taken by foreign oil and gas producing nations; | ||
• | the availability of local, intrastate and interstate transportation systems; | ||
• | the availability and marketing of competitive fuels; | ||
• | the impact of energy conservation efforts; and | ||
• | the extent of governmental regulation and taxation. |
8
9
• | damage to our gathering and processing facilities, pipelines, related equipment and surrounding properties caused by tornadoes, floods, fires and other natural disasters and acts of terrorism; |
10
• | inadvertent damage from construction and farm equipment; | ||
• | leaks of natural gas, NGLs and other hydrocarbons or losses of natural gas or NGLs as a result of the malfunction of pipelines, measurement equipment or facilities at receipt or delivery points; | ||
• | fires and explosions; | ||
• | weather related hazards, such as hurricanes; and | ||
• | other hazards, including those associated with high-sulfur content, or sour gas, such as an accidental discharge of hydrogen sulfide gas, that could also result in personal injury and loss of life, pollution and suspension of operations. |
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13
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• | neither our partnership agreement nor any other agreement requires the HM Capital Investors or their affiliates to pursue a business strategy that favors us; | ||
• | our general partner is allowed to take into account the interests of parties other than us, such as the HM Capital Investors, in resolving conflicts of interest; | ||
• | HM Capital Investors and their affiliates may engage in competition with us; | ||
• | our general partner has limited its liability and reduced its fiduciary duties, and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty; | ||
• | our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash available to pay interest on, and principal of, the exchange notes; | ||
• | our general partner determines which costs incurred by it and its affiliates are reimbursable by us; | ||
• | our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf; | ||
• | our general partner intends to limit its liability regarding our contractual and other obligations; and | ||
• | our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates. |
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• | to provide for the proper conduct of our business and the businesses of our operating partnership (including reserves for future capital expenditures and for our anticipated future credit needs), | ||
• | to provide funds for distributions to our unitholders and the general partner for any one or more of the next four calendar quarters, or | ||
• | to comply with applicable law or any of our loan or other agreements. |
16
• | that subsidiary incurred the guarantee with the intent to hinder, delay or defraud any of its present or future creditors or that subsidiary contemplated insolvency with a design to favor one or more creditors to the total or partial exclusion of others; or | ||
• | that subsidiary did not receive fair consideration or reasonable equivalent value for issuing the guarantee and, at the time it issued the guarantee, that subsidiary: |
• | was insolvent or rendered insolvent by reason of the issuance of the guarantee; | ||
• | was engaged or about to engage in a business or transaction for which the remaining assets of that subsidiary constituted unreasonably small capital; or | ||
• | intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured. |
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Regency Predecessor LLC | Regency Energy Partners LP | ||||||||||||||||||||
Period from | |||||||||||||||||||||
Period from | Period from | Acquisition Date | |||||||||||||||||||
Inception | January 1, | (December 1, | |||||||||||||||||||
(April 2, 2003) to | 2004 to | 2004) to | Year Ended | Year Ended | |||||||||||||||||
December 31, 2003(1) | November 30, 2004 | December 31, 2004 | December 31, 2005(2) | December 31, 2006(2) | |||||||||||||||||
Ratio of earnings to fixed charges | 3.39 | 4.67 | 2.03 | — | — |
(1) | The predecessor of the Partnership was organized on April 2, 2003 and commenced active operations in June 2003. | |
(2) | Earnings were inadequate to cover fixed charges for the years ended December 31, 2006 and 2005 by $8.2 and $14.5 million, respectively. |
19
• | you are not an “affiliate” of us or Regency Energy Finance Corp. within the meaning of Rule 405 under the Securities Act; | ||
• | such exchange notes are acquired in the ordinary course of your business; and | ||
• | you do not intend to participate in a distribution of the exchange notes. |
• | cannot rely on such interpretations by the Commission staff; and | ||
• | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. |
20
• | to delay accepting for exchange any outstanding notes, | ||
• | to extend the exchange offer, or | ||
• | to terminate the exchange offer, |
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• | a book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC; and | ||
• | a properly transmitted agent’s message. |
• | Any exchange notes that you receive will be acquired in the ordinary course of your business; | ||
• | you have no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes; | ||
• | you are not engaged in and do not intend to engage in the distribution of the exchange notes; | ||
• | if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes, you acquired those outstanding notes as a result of market-making activities or other trading activities and you will deliver this prospectus, as required by law, in connection with any resale of the exchange notes; and | ||
• | you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of us or Regency Energy Finance Corp. |
23
• | Commission registration fees; | ||
• | fees and expenses of the exchange agent and trustee; | ||
• | accounting and legal fees and printing costs; and | ||
• | related fees and expenses. |
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• | are general unsecured obligations of the Issuers; | ||
• | arepari passuin right of payment with all existing and future senior Indebtedness of the Issuers; | ||
• | are senior in right of payment to any future subordinated Indebtedness of the Issuers; and | ||
• | are unconditionally guaranteed by the Guarantors. |
26
• | is a general unsecured obligation of the Guarantor; | ||
• | ispari passuin right of payment with all existing and future senior Indebtedness of that Guarantor; and | ||
• | is senior in right of payment to any future subordinated Indebtedness of that Guarantor. |
27
(1) | immediately after giving effect to such transaction, no Default or Event of Default exists; and | ||
(2) | either: |
(a) | the Person acquiring the assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the registration rights agreement pursuant to a supplemental indenture substantially in the form specified in the Indenture; or | ||
(b) | the Net Proceeds of such sale or other disposition are applied in accordance with the “Asset Sales” provisions of the Indenture. |
(1) | in connection with any sale or other disposition of all or substantially all the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture; |
28
(2) | in connection with any sale or other disposition of all the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture; | ||
(3) | if Regency Energy Partners designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; | ||
(4) | at such time as the Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is then no longer an obligor with respect to any Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time; or | ||
(5) | upon legal or covenant defeasance or satisfaction and discharge of the Indenture as provided below under the captions “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge.” |
(1) | at least 65% of the aggregate principal amount of notes (including any additional notes) issued under the Indenture (excluding notes held by Regency Energy Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and | ||
(2) | the redemption occurs within 90 days of the date of the closing of such Equity Offering. |
Year | Percentage | |||
2010 | 104.188 | % | ||
2011 | 102.094 | % | ||
2012 and thereafter | 100.000 | % |
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(1) | if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or | ||
(2) | if the notes are not listed on any national securities exchange, on apro rata basis, by lot or by such other method as the trustee deems fair. |
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(1) | accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer; | ||
(2) | deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and | ||
(3) | deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by Regency Energy Partners. |
(1) | Regency Energy Partners (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; | ||
(2) | such fair market value is determined by (a) an executive officer of the General Partner if the value is less than $15.0 million, as evidenced by an officers’ certificate delivered to the trustee, or (b) the Board of Directors of the General Partner if the value is $15.0 million or more, as evidenced by a resolution of such Board of Directors of the General Partners; and | ||
(3) | at least 75% of the aggregate consideration received by Regency Energy Partners and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the date of the Indenture is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: |
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(a) | any liabilities, as shown on Regency Energy Partners’ most recent consolidated balance sheet, of Regency Energy Partners or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Regency Energy Partners or such Restricted Subsidiary from further liability; and | ||
(b) | any securities, notes or other obligations received by Regency Energy Partners or any such Restricted Subsidiary from such transferee that are within 90 days after the Asset Sale (subject to ordinary settlement periods), converted by Regency Energy Partners or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion. |
(1) | to repay Senior Indebtedness of Regency Energy Partners and/or its Restricted Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 360-day period) with a permanent reduction in availability for any revolving credit Indebtedness; | ||
(2) | to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Regency Energy Partners; | ||
(3) | to make a capital expenditure; or | ||
(4) | to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. |
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(1) | “—Repurchase at the Option of Holders—Asset Sales”; | ||
(2) | “—Restricted Payments”; | ||
(3) | “—Incurrence of Indebtedness and Issuance of Disqualified Equity”; | ||
(4) | “—Dividend and Other Payment Restrictions Affecting Subsidiaries”; | ||
(5) | “—Designation of Restricted and Unrestricted Subsidiaries”; | ||
(6) | “—Transactions with Affiliates”; | ||
(7) | “—Business Activities”; | ||
(8) | clause (4) of the covenant described below under the caption “—Merger, Consolidation or Sale of Assets”; and | ||
(9) | “—Limitation on Sale and Leaseback Transactions”. |
(1) | declare or pay any dividend or make any other payment or distribution on account of its outstanding Equity Interests (including any payment in connection with any merger or consolidation involving Regency Energy Partners or any of its Restricted Subsidiaries) or to the direct or indirect holders of Regency Energy Partners’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than distributions or dividends payable in Equity Interests, |
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excluding Disqualified Equity, of Regency Energy Partners and other than distributions or dividends payable to Regency Energy Partners or a Restricted Subsidiary); | |||
(2) | purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving Regency Energy Partners) any Equity Interests of Regency Energy Partners or any direct or indirect parent of Regency Energy Partners; | ||
(3) | make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Regency Energy Partners or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding intercompany Indebtedness between or among Regency Energy Partners and any of its Restricted Subsidiaries), except a payment of interest or principal within one month of its Stated Maturity; or | ||
(4) | make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), |
(1) | if the Fixed Charge Coverage Ratio for Regency Energy Partners’ most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Regency Energy Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4) (to the extent, in the case of clause (4), payments are made to Regency Energy Partners or a Restricted Subsidiary), (5), (6), (7) and (8) of the next succeeding paragraph) during the quarter in which such Restricted Payment is made, is less than the sum, without duplication, of: |
(a) | Available Cash from Operating Surplus as of the end of the immediately preceding quarter; plus | ||
(b) | 100% of the aggregate net cash proceeds received by Regency Energy Partners (including the Fair Market Value of any Permitted Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of Regency Energy Partners (other than Disqualified Equity)) since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Regency Energy Partners (other than Disqualified Equity) or from the issue or sale of convertible or exchangeable Disqualified Equity or convertible or exchangeable debt securities of Regency Energy Partners that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Equity or debt securities) sold to a Subsidiary of Regency Energy Partners); plus | ||
(c) | to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus | ||
(d) | the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets in each case to Regency Energy Partners or any of its Restricted Subsidiaries from any Person (including Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash from Operating Surplus for any period commencing on or after the date of the Indenture (items (b), (c) and (d) being referred to as “Incremental Funds”); minus |
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(e) | the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below; or |
(2) | if the Fixed Charge Coverage Ratio for Regency Energy Partners’ most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Regency Energy Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4) (to the extent, in the case of clause (4), payments are made to Regency Energy Partners or a Restricted Subsidiary), (5), (6), (7) and (8) of the next succeeding paragraph) during the quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions on common units and subordinated units of Regency Energy Partners, plus the related distribution on the general partner interest), is less than the sum, without duplication, of: |
(a) | $100.0 million less the aggregate amount of all prior Restricted Payments made by Regency Energy Partners and its Restricted Subsidiaries pursuant to this clause 2(a) during the period since the date of the Indenture; plus | ||
(b) | Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above. |
(1) | the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the payment would have complied with the provisions of the Indenture; | ||
(2) | so long as no Default (except a Reporting Default) has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of Regency Energy Partners or any Guarantor or of any Equity Interests of Regency Energy Partners in exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to Regency Energy Partners from any Person (other than a Restricted Subsidiary of Regency Energy Partners) or (b) sale (other than to a Restricted Subsidiary of Regency Energy Partners) of Equity Interests of Regency Energy Partners, with a sale being deemed substantially concurrent if such redemption, repurchase, retirement, defeasance or other acquisition occurs not more than 120 days after such sale; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds; | ||
(3) | so long as no Default (except a Reporting Default) has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition or retirement of any subordinated Indebtedness of Regency Energy Partners or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; | ||
(4) | the payment of any distribution or dividend by a Restricted Subsidiary of Regency Energy Partners to the holders of its Equity Interests (other than Disqualified Equity) on a pro rata basis; | ||
(5) | so long as no Default (except a Reporting Default) has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Regency Energy Partners or any Restricted Subsidiary of Regency Energy Partners held by any current or former officer, director or employee of the General Partner, Regency Energy Partners or any of Regency Energy Partners’ Restricted Subsidiaries pursuant to any equity subscription agreement or plan, stock or unit option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed (a) the cash proceeds received by Regency Energy Partners from the sale of Equity |
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Interests of Regency Energy Partners to members of management or directors of the General Partner, Regency Energy Partners or its Restricted Subsidiaries that occurs after the date of the Indenture (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of sections 1(b) or 2(b) of the preceding paragraph), plus (b) the cash proceeds of key man life insurance policies received by Regency Energy Partners after the date of the Indenture; | |||
(6) | so long as no Default (except a Reporting Default) has occurred and is continuing or would be caused thereby, payments of dividends on Disqualified Equity issued pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Disqualified Equity”; | ||
(7) | repurchases of Capital Stock deemed to occur upon exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price of such options, warrants or other convertible securities; or | ||
(8) | so long as no Default (except a Reporting Default) has occurred and is continuing or would be caused thereby, cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of Regency Energy Partners. |
(1) | the incurrence by Regency Energy Partners and any Restricted Subsidiary of additional Indebtedness (including letters of credit) under one or more Credit Facilities, provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) (with letters of credit being deemed to have a principal amount equal to the |
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maximum potential liability of Regency Energy Partners and its Restricted Subsidiaries thereunder) and then outstanding does not exceed the greater of (a) $450.0 million and (b) the sum of $250.0 million and 20.0% of Regency Energy Partners’ Consolidated Net Tangible Assets; | |||
(2) | the incurrence by Regency Energy Partners and its Restricted Subsidiaries of the Existing Indebtedness; | ||
(3) | the incurrence by Regency Energy Partners, Finance Corp. and the Guarantors of Indebtedness represented by the outstanding notes and the related Note Guarantees to be issued on the date of the Indenture and the exchange notes and the related Note Guarantees to be issued pursuant to the registration rights agreement; | ||
(4) | the incurrence by Regency Energy Partners or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Regency Energy Partners or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), provided that after giving effect to any such incurrence the aggregate principal amount of all Indebtedness incurred pursuant to this clause (4) and then outstanding does not exceed the greater of (a) $20.0 million and (b) 2.0% of Regency Energy Partners’ Consolidated Net Tangible Assets; | ||
(5) | the incurrence by Regency Energy Partners or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge, any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clause (2) or (3) of this paragraph or this clause (5); | ||
(6) | the incurrence by Regency Energy Partners or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Regency Energy Partners and any of its Restricted Subsidiaries; provided, however, that: |
(a) | if Regency Energy Partners or any Guarantor is the obligor on such Indebtedness and the payee is not Regency Energy Partners or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of Regency Energy Partners, or the Note Guarantee, in the case of a Guarantor; and | ||
(b) | (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Regency Energy Partners or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); |
(7) | the incurrence by Regency Energy Partners or any of its Restricted Subsidiaries of Hedging Obligations; | ||
(8) | the guarantee by Regency Energy Partners or any of its Restricted Subsidiaries of Indebtedness of Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; |
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(9) | the incurrence by Regency Energy Partners or any of its Restricted Subsidiaries of obligations relating to net gas balancing positions arising in the ordinary course of business and consistent with past practice; | ||
(10) | the incurrence by Regency Energy Partners or any of its Restricted Subsidiaries of Acquired Debt in connection with a transaction meeting either one of the financial tests set forth in clause (4) under the caption “—Merger, Consolidation or Sale of Assets”; | ||
(11) | the issuance by any of Regency Energy Partners’ Restricted Subsidiaries to Regency Energy Partners or to any of its Restricted Subsidiaries of any preferred securities; provided, however, that: |
(a) | any subsequent issuance or transfer of Equity Interests that results in any such preferred securities being held by a Person other than Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners; and | ||
(b) | any sale or other transfer of any such preferred securities to a Person that is not either Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners will be deemed, in each case, to constitute an issuance of such preferred securities by such Restricted Subsidiary that was not permitted by this clause (11); and |
(12) | the incurrence by Regency Energy Partners or any of its Restricted Subsidiaries of additional Indebtedness; provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (12) does not exceed the greater of (a) $25.0 million and (b) 2.5% of Regency Energy Partners’ Consolidated Net Tangible Assets. |
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(1) | pay dividends or make any other distributions on its Equity Interests to Regency Energy Partners or any of its Restricted Subsidiaries or to pay any indebtedness owed to Regency Energy Partners or any of its Restricted Subsidiaries; | ||
(2) | make loans or advances to Regency Energy Partners or any of its Restricted Subsidiaries; or | ||
(3) | transfer any of its properties or assets to Regency Energy Partners or any of its Restricted Subsidiaries. |
(1) | agreements as in effect on the date of the Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of the Indenture; | ||
(2) | the Indenture, the notes and the Note Guarantees; | ||
(3) | applicable law; | ||
(4) | any instrument governing Indebtedness or Equity Interests of a Person acquired by Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such 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 property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of the Indenture; | ||
(5) | customary non-assignment provisions in Hydrocarbon purchase and sale, or exchange agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business and consistent with past practices; | ||
(6) | Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; | ||
(7) | any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; | ||
(8) | Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; |
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(9) | Liens securing indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of the debtor to dispose of the assets subject to such Liens; | ||
(10) | provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; | ||
(11) | any agreement or instrument relating to any property or assets acquired after the date of the Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; | ||
(12) | restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and | ||
(13) | any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by the terms of the Indenture to be incurred. |
(1) | either: (a) such Issuer is the survivor; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as Regency Energy Partners is not a corporation; | ||
(2) | the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee; | ||
(3) | immediately after such transaction, no Default or Event of Default exists; | ||
(4) | in the case of a transaction involving Regency Energy Partners and not Finance Corp., Regency Energy Partners or the Person formed by or surviving any such consolidation or merger (if other than Regency Energy Partners), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will either: |
(a) | be, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Disqualified Equity”; or | ||
(b) | immediately after giving effect to such transaction and on a pro forma basis and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of Regency Energy Partners or the Person formed by or surviving any such consolidation or merger (if other than Regency Energy Partners), or to which such sale, assignment, transfer, lease, conveyance or other disposition had been made will be equal to or greater than the Fixed Charge Coverage Ratio of Regency Energy Partners immediately before such transaction; and |
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(5) | such Issuer has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with the Indenture and all conditions precedent therein relating to such transaction have been satisfied; |
(1) | the reorganization involves the conversion (by merger, sale, legal conversion, contribution or exchange of assets or otherwise) of Regency Energy Partners into a form of entity other than a limited partnership formed under Delaware law; | ||
(2) | the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; | ||
(3) | the entity so formed by or resulting from such reorganization assumes all the obligations of Regency Energy Partners under the notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee; | ||
(4) | immediately after such reorganization no Default or Event of Default exists; and | ||
(5) | such reorganization is not materially adverse to the holders or Beneficial Owners of the notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includable corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986, as amended, or any similar state or local law). |
(1) | the Affiliate Transaction is on terms that are no less favorable to Regency Energy Partners or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Regency Energy Partners or such Restricted Subsidiary with an unrelated Person; and |
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(2) | Regency Energy Partners delivers to the trustee: |
(a) | with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a resolution of the Board of Directors of the General Partner set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Regency Energy Partners; and | ||
(b) | with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a written opinion as to the fairness to Regency Energy Partners or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. |
(1) | any employment, equity award, equity option or equity appreciation agreement or plan entered into by Regency Energy Partners or any of its Restricted Subsidiaries in the ordinary course of business; | ||
(2) | transactions between or among Regency Energy Partners and/or its Restricted Subsidiaries; | ||
(3) | transactions with a Person (other than an Unrestricted Subsidiary of Regency Energy Partners) that is an Affiliate of Regency Energy Partners solely because Regency Energy Partners owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; | ||
(4) | any issuance of Equity Interests (other than Disqualified Equity) of Regency Energy Partners to Affiliates of Regency Energy Partners; | ||
(5) | Restricted Payments or Permitted Investments that do not violate the provisions of the Indenture described above under the caption “—Restricted Payments”; | ||
(6) | customary compensation, indemnification and other benefits made available to officers, directors or employees of Regency Energy Partners, a Restricted Subsidiary of Regency Energy Partners or the General Partner, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; | ||
(7) | in the case of contracts for purchase, gathering, processing, sale, transportation and marketing of crude oil, natural gas, condensate and natural gas liquids, hedging agreements, and production handling, operating, construction, terminaling, storage, lease, platform use, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by Regency Energy Partners or any Restricted Subsidiary and third parties, or if neither Regency Energy Partners nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm’s length basis, as determined by the Board of Directors of the General Partner; | ||
(8) | loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; and | ||
(9) | the existence of, or the performance by Regency Energy Partners or any Restricted Subsidiary of its obligations under the terms of, any agreements that are described under the heading “Certain relationships and related transactions” in our annual report on Form 10-K for the year ended December 31, 2006 and incorporated by reference into this prospectus, to which it is a party on the terms described therein and any amendments thereto and any similar agreements which it may |
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(1) | all quarterly and annual financial and other information with respect to Regency Energy Partners and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Regency Energy Partners were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report on the annual financial statements by Regency Energy Partners’ certified independent accountants; and | ||
(2) | all current reports that would be required to be filed with the SEC on Form 8-K if Regency Energy Partners were required to file such reports. |
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(1) | default for 30 days in the payment when due of interest on, if any, with respect to, the notes; | ||
(2) | default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes; | ||
(3) | failure by Regency Energy Partners or any Guarantor to make a Change of Control Offer or an Asset Sale Offer within the time periods set forth, or to consummate a purchase of notes when required pursuant to the terms described, under the captions “—Repurchase at the Option of Holders—Change of Control” or “—Repurchase at the Option of Holders—Asset Sales” or to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”; | ||
(4) | failure by Regency Energy Partners for 90 days after notice to comply with the provisions described under “— Reports”; | ||
(5) | failure by Regency Energy Partners or any Guarantor for 60 days after written notice to comply with any of its other agreements in the Indenture; | ||
(6) | default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Regency Energy Partners or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Regency Energy Partners or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default: |
(a) | is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or | ||
(b) | results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more, provided, however, that if, prior to any acceleration of the notes, (i) any such Payment Default is cured or waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 10 business day period commencing upon the end of any applicable grace period for such Payment Default or the occurrence of such acceleration, as applicable, any Default or Event of Default (but not any acceleration of the notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; |
(7) | failure by an Issuer or any of Regency Energy Partners’ Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; |
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(8) | except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its Obligations under its Note Guarantee; and | ||
(9) | certain events of bankruptcy or insolvency or reorganization described in the Indenture with respect to Finance Corp., Regency Energy Partners or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary. |
(1) | such holder has previously given the trustee notice that an Event of Default is continuing; | ||
(2) | holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy; | ||
(3) | such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense; | ||
(4) | the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and | ||
(5) | holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period. |
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(1) | the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on, such notes when such payments are due from the trust referred to below; | ||
(2) | the Issuers’ obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust; | ||
(3) | the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ and the Guarantors’ obligations in connection therewith; and | ||
(4) | the Legal Defeasance and Covenant Defeasance provisions of the Indenture. |
(1) | the Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and interest and premium, if any, on the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the notes are being defeased to the date of fixed maturity or to a particular redemption date; |
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(2) | in the case of Legal Defeasance, the Issuers must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; | ||
(3) | in the case of Covenant Defeasance, the Issuers have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; | ||
(4) | no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); | ||
(5) | such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which Regency Energy Partners or any of its Subsidiaries is a party or by which Regency Energy Partners or any of its Subsidiaries is bound; | ||
(6) | the Issuers must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and | ||
(7) | the Issuers must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. |
(1) | reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver; | ||
(2) | reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption or repurchase of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”); | ||
(3) | reduce the rate of or change the time for payment of interest, including default interest, on any note; |
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(4) | waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration); | ||
(5) | make any note payable in currency other than that stated in the notes; | ||
(6) | make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on, the notes (other than as permitted by clause (7) below); | ||
(7) | waive a redemption or repurchase payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”); | ||
(8) | release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or | ||
(9) | make any change in the preceding amendment, supplement and waiver provisions. |
(1) | to cure any ambiguity, defect or inconsistency; | ||
(2) | to provide for uncertificated notes in addition to or in place of certificated notes; | ||
(3) | to provide for the assumption of an Issuer’s or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s properties or assets, as applicable; | ||
(4) | to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the Indenture of any such holder; | ||
(5) | to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; | ||
(6) | to conform the text of the Indenture or the Note Guarantees to any provision of this “Description of exchange notes” to the extent that such text of the Indenture or Note Guarantee was intended to reflect such provision of this “Description of exchange notes”; | ||
(7) | to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture; | ||
(8) | to allow any Guarantor to execute a supplemental indenture and/or a notation of a Note Guarantee with respect to the notes or to reflect the addition or release of a Note Guarantee in accordance with the Indenture; | ||
(9) | to secure the notes and/or the Note Guarantees; or | ||
(10) | to provide for the reorganization of Regency Energy Partners as any other form of entity, in accordance with the second paragraph of “—Certain Covenants—Merger, Consolidation or Sale of Assets.” |
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(1) | either: |
(a) | all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the trustee for cancellation; or | ||
(b) | all notes that have not been delivered to the trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of fixed maturity or redemption; |
(2) | no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Regency Energy Partners or any Guarantor is a party or by which Regency Energy Partners or any Guarantor is bound; | ||
(3) | the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and | ||
(4) | the Issuers have delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the notes at fixed maturity or on the redemption date, as the case may be. |
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(1) | upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the exchange agent with portions of the principal amount of the Global Notes; and | ||
(2) | ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes). |
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(1) | any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or | ||
(2) | any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. |
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(1) | DTC (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fail to appoint a successor depositary; or | ||
(2) | there has occurred and is continuing an Event of Default and DTC notifies the trustee of its decision to exchange the Global Note for Certificated Notes. |
(1) | Indebtedness of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in |
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connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or becoming a Subsidiary of such specific Person; and | |||
(2) | Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. |
(1) | 1.0% of the principal amount of the note; or | ||
(2) | the excess of: |
(a) | the present value at such redemption date of (i) the redemption price of the note at December 15, 2010 (such redemption price being set forth in the table appearing above under the caption “—Optional Redemption”) plus (ii) all required interest payments due on the note through December 15, 2010 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over | ||
(b) | the principal amount of the note. |
(1) | the sale, lease, conveyance or other disposition of any properties or assets; provided, however, that the sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of Regency Energy Partners and its Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and | ||
(2) | the issuance of Equity Interests in any of Regency Energy Partners’ Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. |
(1) | any single transaction or series of related transactions that involves properties or assets having a Fair Market Value of less than $10.0 million; | ||
(2) | a transfer of properties or assets between or among Regency Energy Partners and its Restricted Subsidiaries; | ||
(3) | an issuance or sale of Equity Interests by a Restricted Subsidiary of Regency Energy Partners to Regency Energy Partners or to a Restricted Subsidiary of Regency Energy Partners; |
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(4) | the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete properties or assets in the ordinary course of business; | ||
(5) | the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the ordinary course of business; | ||
(6) | a Restricted Payment that does not violate the covenant described above under the caption “—Certain Covenants—Restricted Payments” or a Permitted Investment; | ||
(7) | any trade or exchange by Regency Energy Partners or any Restricted Subsidiary of properties or assets of any type for properties or assets of any type owned or held by another Person, including any disposition of some but not all of the Equity Interests of a Restricted Subsidiary in exchange for assets or properties and after which the Person whose Equity Interests have been so disposed of continues to be a Restricted Subsidiary, provided that the Fair Market Value of the properties or assets traded or exchanged by Regency Energy Partners or such Restricted Subsidiary (together with any cash or Cash Equivalents and liabilities assumed) is reasonably equivalent to the Fair Market Value of the properties or assets (together with any cash or Cash Equivalents and liabilities assumed) to be received by Regency Energy Partners or such Restricted Subsidiary; and provided further that any cash received must be applied in accordance with the provisions described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; and | ||
(8) | the creation or perfection of a Lien that is not prohibited by the covenant described above under the caption “—Certain Covenants—Liens,” and any disposition in connection with a Permitted Lien. |
(1) | with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; | ||
(2) | with respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner; |
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(3) | with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and | ||
(4) | with respect to any other Person, the board or committee of such Person serving a similar function. |
(1) | in the case of a corporation, corporate stock; | ||
(2) | in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; | ||
(3) | in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and | ||
(4) | 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 assets of, the issuing Person, |
(1) | United States dollars or, in an amount up to the amount necessary or appropriate to fund local operating expenses, other currencies; | ||
(2) | securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; | ||
(3) | certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; | ||
(4) | repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; | ||
(5) | commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and | ||
(6) | money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. |
(1) | the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Regency Energy Partners and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), which occurrence is followed by a Ratings Decline within 90 days; |
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(2) | the adoption of a plan relating to the liquidation or dissolution of Regency Energy Partners or the removal of the General Partner by the limited partners of Regency Energy Partners; | ||
(3) | the consummation of any transaction (including any merger or consolidation), the result of which is that any “person” (as defined above), other than a Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner or of Regency Energy Partners, measured by voting power rather than number of shares, which occurrence is followed by a Ratings Decline within 90 days; or | ||
(4) | the first day on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors, which occurrence is followed by a Ratings Decline within 90 days. |
(1) | an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale or the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, to the extent such losses were deducted in computing such Consolidated Net Income; plus | ||
(2) | provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus | ||
(3) | the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of all payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus | ||
(4) | depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus |
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(5) | unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted in computing such Consolidated Net Income; plus | ||
(6) | all extraordinary or non-recurring items of gain or loss, or revenue or expense; minus | ||
(7) | non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, |
(1) | the aggregate Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; | ||
(2) | the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; | ||
(3) | the cumulative effect of a change in accounting principles will be excluded; | ||
(4) | unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including those resulting from the application of Statement of Financial Accounting Standards No. 133 will be excluded; and | ||
(5) | any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded. |
(1) | was a member of such Board of Directors on the date of the Indenture; or | ||
(2) | was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. |
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(1) | acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or accounting officer of Regency Energy Partners (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto); | ||
(2) | the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; | ||
(3) | the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; | ||
(4) | interest income reasonably anticipated by such Person to be received during the applicable four quarter period from cash or Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included; | ||
(5) | if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of the applicable period to the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months); and | ||
(6) | if any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation. |
(1) | the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in |
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respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus | |||
(2) | the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus | ||
(3) | any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus | ||
(4) | all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Equity of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Regency Energy Partners (other than Disqualified Equity) or to Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners;minus |
(1) | the Subsidiaries of Regency Energy Partners, other than Finance Corp., executing the Indenture as initial Guarantors; and | ||
(2) | any other Subsidiary of Regency Energy Partners that becomes a Guarantor in accordance with the provisions of the Indenture,and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture. |
(1) | interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements entered into with one or more financial institutions and designed to reduce costs of borrowing or to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in interest rates with respect to Indebtedness incurred; | ||
(2) | other agreements or arrangements designed to manage interest rates or interest rate risk; | ||
(3) | foreign exchange contracts and currency protection agreements entered into with one of more financial institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchanges rates with respect to Indebtedness incurred; |
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(4) | any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and | ||
(5) | other agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in currency exchange rates or commodity prices. |
(1) | in respect of borrowed money; | ||
(2) | evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); | ||
(3) | in respect of bankers’ acceptances; | ||
(4) | representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; | ||
(5) | representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or | ||
(6) | representing any Hedging Obligations, |
(1) | accrued expenses and trade accounts payable arising in the ordinary course of business; | ||
(2) | any obligation of Regency Energy Partners or any of its Restricted Subsidiaries in respect of bid, performance, surety and similar bonds issued for the account of Regency Energy Partners and any of its Restricted Subsidiaries in the ordinary course of business, including Guarantees and obligations of Regency Energy Partners or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed); | ||
(3) | any Indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such Indebtedness at fixed maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such Indebtedness and subject to no other Liens, and the other applicable terms of the instrument governing such Indebtedness; | ||
(4) | any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five business days of its incurrence; and | ||
(5) | any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the |
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acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets. |
(1) | any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person; and | ||
(2) | any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). |
(1) | the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, | ||
(2) | taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, | ||
(3) | amounts required to be applied to the repayment of Indebtedness, other than revolving credit Indebtedness except to the extent resulting a permanent reduction in availability of such Indebtedness under a Credit Facility, secured by a Lien on the properties or assets that were the |
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subject of such Asset Sale and all distributions and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, and | |||
(4) | any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by Regency Energy Partners or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to Regency Energy Partners or its Restricted Subsidiaries from such escrow arrangement, as the case may be. |
(1) | as to which neither Regency Energy Partners nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) is the lender; | ||
(2) | no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Regency Energy Partners or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and | ||
(3) | as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Regency Energy Partners or any of its Restricted Subsidiaries except as contemplated by clause (10) of the definition of Permitted Liens. |
(1) | either (a) at the time of such Investment and immediately thereafter, Regency Energy Partners could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth |
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in the first paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Equity” above or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in the covenant described under “—Certain Covenants—Restricted Payments”) not previously expended at the time of making such Investment; | |||
(2) | if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to Regency Energy Partners or any of its Restricted Subsidiaries (which shall include all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which Regency Energy Partners or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including any “claw-back,” “make-well” or “keepwell” arrangement) could, at the time such Investment is made, be incurred at that time by Regency Energy Partners and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Equity”; and | ||
(3) | such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business. |
(1) | any Investment in Regency Energy Partners or in a Restricted Subsidiary of Regency Energy Partners; | ||
(2) | any Investment in Cash Equivalents; | ||
(3) | any Investment by Regency Energy Partners or any Restricted Subsidiary of Regency Energy Partners in a Person, if as a result of such Investment: |
(a) | such Person becomes a Restricted Subsidiary of Regency Energy Partners; or | ||
(b) | such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its properties or assets to, or is liquidated into, Regency Energy Partners or a Restricted Subsidiary of Regency Energy Partners; |
(4) | any Investment made as a result of the receipt of non-cash consideration from: |
(a) | an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; or | ||
(b) | pursuant to clause (7) of the items deemed not to be Asset Sales under the definition of “Asset Sale”; |
(5) | any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Equity) of Regency Energy Partners; | ||
(6) | any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Regency Energy Partners or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure by Regency Energy Partners or any of its Restricted Subsidiaries with respect to any secured Investment in default; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates; | ||
(7) | Investments represented by Hedging Obligations permitted to be incurred; |
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(8) | loans or advances to employees made in the ordinary course of business of Regency Energy Partners or any Restricted Subsidiary of Regency Energy Partners in an aggregate principal amount not to exceed $1.0 million at any one time outstanding; | ||
(9) | repurchases of the notes; | ||
(10) | any Investments in prepaid expenses, negotiable instruments held for collection and lease, utility, workers’ compensation and performance and other similar deposits and prepaid expenses made in the ordinary course of business; | ||
(11) | Permitted Business Investments; and | ||
(12) | other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding not to exceed the greater of (a) $25.0 million and (b) 2.5% of Regency Energy Partners’ Consolidated Net Tangible Assets. |
(1) | Liens securing any Indebtedness under any of the Credit Facilities and all Obligations and Hedging Obligations relating to such Indebtedness; | ||
(2) | Liens in favor of Regency Energy Partners or the Guarantors; | ||
(3) | Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Regency Energy Partners or any Subsidiary of Regency Energy Partners; provided that such Liens were in existence prior to such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Regency Energy Partners or the Subsidiary; | ||
(4) | Liens on property existing at the time of acquisition of the property by Regency Energy Partners or any Restricted Subsidiary of Regency Energy Partners; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition; | ||
(5) | Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; | ||
(6) | Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Equity” covering only the assets acquired with or financed by such Indebtedness; | ||
(7) | Liens existing on the date of the Indenture (other than Liens securing the Credit Facilities); | ||
(8) | Liens created for the benefit of (or to secure) the notes (or the Note Guarantees); | ||
(9) | Liens on any property or asset acquired, constructed or improved by Regency Energy Partners or any of its Restricted Subsidiaries (a “Purchase Money Lien”), which (a) are in favor of the seller of such property or assets, in favor of the Person developing, constructing, repairing or improving such asset or property, or in favor of the Person that provided the funding for the acquisition, development, construction, repair or improvement cost, as the case may be, of such asset or property, (b) are created within 360 days after the acquisition, development, construction, repair or improvement, (c) secure the purchase price or development, construction, repair or improvement cost, as the case may be, of such asset or property in an amount up to 100% of the Fair Market Value of such acquisition, construction or improvement of such asset or property, and (d) are limited to the asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto and upgrades thereof); |
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(10) | Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by Regency Energy Partners or any Restricted Subsidiary of Regency Energy Partners to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; | ||
(11) | Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of Regency Energy Partners or any of its Restricted Subsidiaries on deposit with or in possession of such bank; | ||
(12) | Liens to secure performance of Hedging Obligations of Regency Energy Partners or any of its Restricted Subsidiaries; | ||
(13) | Liens arising under construction contracts, interconnection agreements, operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, unitization and pooling declarations and agreements, area of mutual interest agreements, real property leases and other agreements arising in the ordinary course of business of Regency Energy Partners and its Restricted Subsidiaries that are customary in the Permitted Business; | ||
(14) | Liens upon specific items of inventory, receivables or other goods or proceeds of Regency Energy Partners or any of its Restricted Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or proceeds and permitted by the covenant described under “— Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Equity”; | ||
(15) | Liens securing any Indebtedness equally and ratably with all Obligations due under the notes or any Note Guarantee pursuant to a contractual covenant that limits Liens in a manner substantially similar to the covenant described above under “— Certain Covenants—Liens”; | ||
(16) | Liens incurred in the ordinary course of business of Regency Energy Partners or any Restricted Subsidiary of Regency Energy Partners; provided, however, that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens pursuant to this clause (16) dates not exceed 5.0% of Regency Energy Partners’ Consolidated Net Tangible Assets at such time; and | ||
(17) | any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (16) above; provided that (a) the principal amount of Indebtedness secured by such Lien does not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal, extension, refinance or refund of such Lien, plus all accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses and premiums incurred in connection therewith, and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby. |
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(1) | the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); | ||
(2) | such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; | ||
(3) | if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes or the Note Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the notes or the Note Guarantees, on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and | ||
(4) | such Indebtedness is incurred either by Regency Energy Partners or by the Restricted Subsidiary that is the obligor on or guarantor of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. |
(1) | with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and | ||
(2) | with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories). |
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(1) | any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and | ||
(2) | any partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively. |
(1) | except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” has no Indebtedness other than Non-Recourse Debt; | ||
(2) | except as permitted under clause (4) of the covenant described above under the caption “—Certain Covenants—Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Regency Energy Partners or any Restricted Subsidiary of Regency Energy Partners unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Regency Energy Partners or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Regency Energy Partners; |
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(3) | is a Person with respect to which neither Regency Energy Partners nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and | ||
(4) | has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Regency Energy Partners or any of its Restricted Subsidiaries. |
(1) | the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by | ||
(2) | the then outstanding principal amount of such Indebtedness. |
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• | you acquire the exchange notes in the ordinary course of your business; and | ||
• | you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such exchange notes. |
• | an “affiliate” within the meaning of Rule 405 under the Securities Act of us or Regency Energy Finance Corp.; or | ||
• | a broker-dealer that acquired outstanding notes directly from us. |
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• | in the over-the-counter market; | ||
• | in negotiated transactions; | ||
• | through the writing of options on the exchange notes; or | ||
• | a combination of such methods of resale; | ||
• | at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. |
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• | Our Annual Report on Forms 10-K for the year ended December 31, 2006. |
Investor Relations
1700 Pacific, Suite 2900
Dallas, Texas 75201
(214) 750-1711
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• | Our ability to integrate successfully any acquired assets or operations; | ||
• | the volatility of prices and market demand for natural gas and natural gas liquids; | ||
• | our ability to continue to obtain new sources of natural gas supply; | ||
• | the ability of key producers to continue to drill and successfully complete and attach new natural gas supplies; | ||
• | our ability to retain our key customers; | ||
• | general economic conditions; | ||
• | the effects of government regulations and policies; and | ||
• | other financial, operational and legal risks and uncertainties detailed from time to time in our filings with the SEC. |
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4.1 | Indenture for 8 3/8% Senior Notes due 2013, together with the global notes (incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K for the year ended December 31, 2006). | |
4.2* | Registration Rights Agreement, dated as of December 12, 2006, among Regency Energy Partners LP, Regency Finance Corp., the Guarantors named therein and UBS Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC. | |
5.1* | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to our Annual Report on Form 10-K for the year ended December 31, 2006). | |
23.1* | Consent of Deloitte & Touche LLP. | |
23.2* | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). | |
24.1* | Powers of Attorney (included on the signature pages). | |
25.1* | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the Indenture with respect to the 8 3/8% Senior Notes due 2013. |
* | Filed herewith. |
II-1
REGENCY ENERGY PARTNERS LP | ||||
By: | Regency GP LP, its general partner | |||
By: | Regency GP LLC, its general partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer) | April 1, 2007 | ||
/s/ Stephen L. Arata | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | April 1, 2007 |
II-2
/s/ Lawrence B. Connors | Vice President, Finance and Accounting (Principal Accounting Officer) | April 1, 2007 | ||
/s/ Joe Colonnetta | Director | April 1, 2007 | ||
/s/ Jason H. Downie | Director | April 1, 2007 | ||
/s/ A. Dean Fuller | Director | April 1, 2007 | ||
| Director | April ___, 2007 | ||
/s/ J. Edward Herring | Director | April 1, 2007 | ||
/s/ Robert D. Kincaid | Director | April 1, 2007 |
II-3
/s/ Gary W. Luce | Director | April 1, 2007 | ||
/s/ J. Otis Winters | Director | April 1, 2007 |
II-4
REGENCY ENERGY FINANCE CORP. | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman, President, Chief Executive Officer (Principal Executive Officer) | April 1, 2007 | ||
/s/ Stephen L. Arata | Vice President and Treasurer, Director (Principal Financial Officer and Principal Accounting Officer) | April 1, 2007 | ||
| Vice President, Director | April ___, 2007 | ||
/s/ William E. Joor III | Vice President, Secretary, Director | April 1, 2007 |
II-5
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 | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman and President (Principal Accounting Officer) | April 1, 2007 | ||
/s/ Stephen Arata | Vice President, Director (Principal Financial Officer) | April 1, 2007 | ||
/s/ Lawrence B. Connors | Treasurer (Principal Accounting Officer) | April 1, 2007 |
II-6
| Vice President, Director (except as to Gulf States Transmission Corporation) | April ___, 2007 | ||
/s/ William E. Joor III | Vice President and Secretary, Director | April 1, 2007 |
II-7
REGENCY FN GP LLC | ||||
REGENCY FS GP LLC | ||||
REGENCY GUARANTOR GP LLC | ||||
REGENCY GU GP LLC | ||||
REGENCY OPERATING GP LLC | ||||
REGENCY PIPELINE COMPANY INC. | ||||
REGENCY TGG LLC | ||||
REGENCY TS GP LLC | ||||
REGENCY TS ACQUISITION GP LLC | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman and President (Principal Executive Officer) | April 1, 2007 | ||
/s/ Stephen L. Arata | Vice President, Director (Principal Financial Officer) | April 1, 2007 | ||
/s/ Lawrence B. Connors | Vice President and Treasurer (Principal Accounting Officer) | April 1, 2007 |
II-8
/s/ William E. Joor III | Vice President and Secretary, Director | April 1, 2007 | ||
| Vice President, Director | April ___, 2007 |
II-9
REGENCY OLP GP LLC | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | Chairman, President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ James W. Hunt | Chairman, President and Chief Executive Officer (Principal Executive Officer) | April 1, 2007 | ||
/s/ Stephen L. Arata | Executive Vice President and Chief Financial Officer, Director (Principal Financial Officer) | April 1, 2007 | ||
/s/ Lawrence B. Connors | Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | April 1, 2007 | ||
/s/ William E. Joor III | Executive Vice President, Chief Legal and Administrative Officer and Secretary, Director | April 1, 2007 | ||
| Executive Vice President and Chief Operations Officer, Director | April ___, 2007 |
II-10
REGENCY EASTEX NEWLINE LP | ||||
REGENCY EASTEX PROTREAT I LP | ||||
REGENCY EASTEX PROTREAT II LP | ||||
By: | REGENCY OPERATING GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-11
REGENCY FRIO NEWLINE LP | ||||
By: | REGENCY FN GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-12
REGENCY FS LP | ||||
By: | REGENCY FS GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-13
REGENCY GAS UTILITY LP | ||||
By: | REGENCY GU GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-14
REGENCY GUARANTOR LP | ||||
By: | REGENCY GUARANTOR GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-15
REGENCY FIELD SERVICES LP | ||||
By: | REGENCY TS GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-16
REGENCY OPERATING LP | ||||
By: | REGENCY OPERATING GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-17
REGENCY TS ACQUISITION LP | ||||
By: | REGENCY TS ACQUISITION GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-18
REGENCY GAS COMPANY LTD. | ||||
By: | REGENCY PIPELINE COMPANY INC., its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-19
REGENCY NGL MARKETING LP | ||||
By: | REGENCY NGL GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-20
REGENCY GAS MARKETING LP | ||||
By: | REGENCY GAS MARKETING GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-21
REGENCY GAS SERVICES LP | ||||
By: | REGENCY OLP GP LLC, its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President and Chief Executive Officer |
II-22
REGENCY GAS SERVICES WAHA LP | ||||
By: | REGENCY WAHA GP LLC., its General Partner | |||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-23
PALAFOX JOINT VENTURE | ||||
By: | REGENCY PIPELINE COMPANY INC, its General Partner | |||
By: | REGENCY GAS SERVICES LP, its General Partner | |||
By:REGENCY OLP GP LLC, its General Partner | ||||
By: | /s/ James W. Hunt | |||
Name: | James W. Hunt | |||
Title: | President |
II-24
4.1 | Indenture for 8 3/8% Senior Notes due 2013, together with the global note (incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K for the year ended December 31, 2006). | |
4.2* | Registration Rights Agreement, dated as of December 12, 2006, among Regency Energy Partners LP, Regency Finance Corp., the Guarantors named therein and UBS Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC. | |
5.1* | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. | |
12.1 | Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to our Annual Report on Form 10-K for the year ended December 31, 2006). | |
23.1* | Consent of Deloitte & Touche LLP. | |
23.2* | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). | |
24.1* | Powers of Attorney (included on the signature pages). | |
25.1* | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the Indenture with respect to the 8 3/8% Senior Notes due 2013. |
* | Filed herewith. |