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8-K - 8-K - Regency Energy Partners LPd829921d8k.htm
EX-4.1 - EX-4.1 - Regency Energy Partners LPd829921dex41.htm
EX-4.4 - EX-4.4 - Regency Energy Partners LPd829921dex44.htm
EX-4.5 - EX-4.5 - Regency Energy Partners LPd829921dex45.htm
EX-4.2 - EX-4.2 - Regency Energy Partners LPd829921dex42.htm

Exhibit 4.3

SEVENTH SUPPLEMENTAL INDENTURE

Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of November 24, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance Corp. (“Finance Corp.” and, together with Regency Energy Partners, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of September 11, 2013, as amended by the First Supplemental Indenture, dated as of September 11, 2013, providing for the issuance of 5 34% Senior Notes due 2020 (the “5 34% 2020 Notes”), the Second Supplemental Indenture, dated as of February 10, 2014, providing for the addition of certain subsidiary guarantors, the Third Supplemental Indenture, dated as of February 10, 2014, providing for the issuance of 5 78% Senior Notes due 2022 (the “2022 Notes”), the Fourth Supplemental Indenture, dated as of March 28, 2014, providing for the addition of a subsidiary guarantor, the Fifth Supplemental Indenture, dated as of April 18, 2014, providing for the addition of certain subsidiary guarantors, and the Sixth Supplemental Indenture, dated as of July 25, 2014, providing for the issuance of 5.000% Senior Notes due 2020 (the “5.000% 2020 Notes” and, together with the 5 34% 2020 Notes and the 2022 Notes, the “Notes”) (as so amended and supplemented, the “Indenture”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantees”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantees and in the Indenture including but not limited to Article 10 thereof.

3. No Recourse Against Others. No past, present or future director, officer, partner, member, employee, incorporator, manager or unit holder or other owner of Equity


Interests of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuers.

[Signature pages follow]


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

GUARANTEEING SUBSIDIARIES
CDM HOLDINGS LLC
 

By:

  CDM Resource Management LLC, its sole member

CMA PIPELINE PARTNERSHIP, LLC

GALVESTON BAY GATHERING, LLC

HESCO GATHERING COMPANY, LLC

HESCO PIPELINE COMPANY, LLC

MIDSTREAM GAS SERVICES LLC

REGENCY CRUDE MARKETING LLC

REGENCY DESOTO PIPELINE LLC

REGENCY DESOTO-HESCO SERVICES LLC

REGENCY ERCP LLC

REGENCY GOM LLC

REGENCY MI VIDA LLC

REGENCY QUITMAN GATHERING LLC

REGENCY UTICA HOLDCO LLC

REGENCY VAUGHN GATHERING LLC

SUPERIOR GAS COMPRESSION, LLC

By:   Regency Gas Services LP, its sole member
By:   Regency OLP GP LLC, its general partner
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President
ISSUERS
REGENCY ENERGY PARTNERS LP
By:   Regency GP LP, its general partner
By:   Regency GP LLC, its general partner
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Executive Vice President and Chief Financial Officer

 

Seventh Supplemental Indenture to

Wells Fargo September 2013 Indenture


REGENCY ENERGY FINANCE CORP.
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President
EXISTING GUARANTORS
REGENCY OLP GP LLC
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President
REGENCY GAS SERVICES LP
By:   Regency OLP GP LLC, its general partner
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President

 

Seventh Supplemental Indenture to

Wells Fargo September 2013 Indenture


CDM RESOURCE MANAGEMENT LLC

CONNECT GAS PIPELINE LLC

FRONTSTREET HUGOTON LLC

GULF STATES TRANSMISSION LLC

PENN VIRGINIA OPERATING CO., LLC

PVR MIDSTREAM JV HOLDINGS LLC

REGAL MIDSTREAM LLC

REGENCY FIELD SERVICES LLC

REGENCY GAS UTILITY LLC

REGENCY HAYNESVILLE INTRASTATE GAS LLC

REGENCY HYDROCARBONS LLC

REGENCY LAVERNE LLC

REGENCY LIQUIDS PIPELINE LLC

REGENCY MARCELLUS GAS GATHERING LLC

REGENCY MIDCONTINENT EXPRESS LLC

REGENCY MIDSTREAM LLC

REGENCY NEPA GAS GATHERING LLC

REGENCY PIPELINE LLC

REGENCY RANCH JV LLC

REGENCY TEXAS PIPELINE LLC

REGENCY UTICA GAS GATHERING LLC

RGP MARKETING LLC

RGU WEST LLC

RHEP CRUDE LLC

WGP-KHC, LLC

  By:   FrontStreet Hugoton LLC,
    its sole member
By:   Regency Gas Services LP, its sole member
By:   Regency OLP GP LLC, its general partner
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President

PUEBLO MIDSTREAM GAS CORPORATION

RGP WESTEX GATHERING INC.

WEST TEXAS GATHERING COMPANY

By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President

 

Seventh Supplemental Indenture to

Wells Fargo September 2013 Indenture


DULCET ACQUISITION LLC

FIELDCREST RESOURCES LLC

K RAIL LLC

KANAWHA RAIL LLC

LJL, LLC

LOADOUT LLC

SUNCREST RESOURCES LLC

TONEY FORK LLC

By:  

Penn Virginia Operating Co., LLC, its sole

member

By:   Regency Gas Services LP, its sole member
By:   Regency OLP GP LLC, its general partner
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President
TRUSTEE
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Patrick Giordano

  Name:   Patrick Giordano
  Title:   Vice President

 

Seventh Supplemental Indenture to

Wells Fargo September 2013 Indenture


Schedule A

 

Entity

  

Jurisdiction of Incorporation

CDM Holdings LLC

                           Delaware

CMA Pipeline Partnership, LLC

                           Texas

Galveston Bay Gathering, LLC

                           Texas

Hesco Gathering Company, LLC

                           Texas

Hesco Pipeline Company, LLC

                           Texas

Midstream Gas Services LLC

                           Delaware

Regency Crude Marketing LLC

                           Delaware

Regency DeSoto Pipeline LLC

                           Delaware

Regency DeSoto-Hesco Services LLC

                           Texas

Regency ERCP LLC

                           Delaware

Regency GOM LLC

                           Texas

Regency Mi Vida LLC

                           Delaware

Regency Quitman Gathering LLC

                           Delaware

Regency Utica Holdco LLC

                           Delaware

Regency Vaughn Gathering LLC

                           Texas

Superior Gas Compression, LLC

                           Texas