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RGP > SEC Filings for RGP > Form 8-K on 28-May-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Creation of a Direct Finan

Item 1.01 Entry into a Material Definitive Agreement.

On May 21, 2013, Regency GP LLC, as the general partner of Regency GP LP, the general partner of Regency Energy Partners LP (the "Partnership"), entered into the Sixth Amended and Restated Credit Agreement, effective as of May 21, 2013, among Regency Gas Services LP, as borrower (the "Borrower"), the Partnership and other guarantors named therein, the joint lead arrangers and the sole bookrunner, the administrative agent, the collateral agent, and the lenders (all as named therein) (the "New Credit Agreement"). The material differences between the Fifth Amended and Restated Credit Agreement (the "previous credit agreement") and the New Credit Agreement include:

The extension of the maturity date to May 21, 2018 from June 15, 2014.

An increase in the commitments from $1.15 billion to $1.2 billion with a $300 million uncommitted incremental facility.

A 75 bps decrease in pricing, with an additional 50 bps decrease upon the achievement of an investment grade rating by the Borrower.

No limitation on the maximum amount that the loan parties may invest in joint ventures existing on the date of the credit agreement so long as the Borrower is in pro forma compliance with the financial covenants.

The addition of a "Restricted Subsidiary" structure such that certain designated subsidiaries are not subject to the credit facility covenants and do not guarantee the obligations thereunder or pledge their assets in support thereof.

The addition of provisions such that upon the achievement of an investment grade rating by the Borrower, the collateral package will be released; the facility will become unsecured; and the covenant package will be significantly reduced.

An eight-quarter increase in the permitted Total Leverage Ratio and an increase for the two fiscal quarters occurring after any $50 million or greater acquisition.

A copy of the Sixth Amended and Restated Credit Agreement is filed as Exhibit 10.1 to this Current Report and is incorporated into this Item 1.01 by reference. The above description is qualified in its entirety by reference to such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

    Number       Description

 Exhibit 10.1*   Sixth Amended and Restated Credit Agreement, dated May 21, 2013

* Filed herewith

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