SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.4
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 24, 2011, among
each of Regency Midstream LLC, a Delaware limited liability company, Regency Texas Pipeline LLC, a
Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries”), Regency Energy
Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance
Corp., a Delaware corporation (“Finance Corp.” and, together with Regency Energy Partners, the
“Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo
Bank, National Association, as trustee (the “Trustee”) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture (as
supplemented to date, the “Indenture”), dated as of May 20, 2009, providing for the issuance of the
9 3/8% Senior Notes due 2016 (the “Notes”);
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, the Guaranteeing Subsidiaries 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. The Guaranteeing Subsidiaries hereby agree to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 10 thereof.
3. No Recourse Against Others. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any
liability for any obligations of the Issuers or any Guaranteeing Subsidiaries 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 the Guaranteeing
Subsidiaries and the Issuers.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, each of the undersigned has caused this Supplemental Indenture to be duly
executed as of the date first above written.
GUARANTEEING SUBSIDIARIES: REGENCY MIDSTREAM LLC REGENCY TEXAS PIPELINE LLC |
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By: | Regency Gas Services LP, its sole member | |||
By: | Regency OLP GP LLC, its general partner | |||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | President | |||
ISSUERS: REGENCY ENERGY PARTNERS LP |
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By: | Regency GP LP, its general partner | |||
By: | Regency GP LLC, its general partner | |||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | President and Chief Executive Officer | |||
REGENCY ENERGY FINANCE CORP. |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | President | |||
Signature Page to Supplemental Indenture (2016 Notes)
EXISTING GUARANTORS: REGENCY OLP GP LLC |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | President | |||
REGENCY GAS SERVICES LP |
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By: | Regency OLP GP LLC, its general partner | |||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | President | |||
PUEBLO HOLDINGS, INC. PUEBLO MIDSTREAM GAS CORPORATION |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | President | |||
Signature Page to Supplemental Indenture (2016 Notes)
CDM RESOURCE MANAGEMENT LLC GULF STATES TRANSMISSION LLC WGP-KHC, LLC |
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By: Frontstreet Hugoton LLC, its sole member | ||||
FRONTSTREET HUGOTON LLC XXXXXXX JOINT VENTURE |
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By: Regency Field Services LLC and Regency Gas Services LP, its venturers |
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REGENCY FIELD SERVICES LLC REGENCY GAS MARKETING LLC REGENCY GAS UTILITY LLC REGENCY HAYNESVILLE INTRASTATE GAS LLC REGENCY LIQUIDS PIPELINE LLC REGENCY MIDCONTINENT EXPRESS PIPELINE I LLC |
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By: Regency Midcontinent Express LLC, its sole member | ||||
REGENCY MIDCONTINENT EXPRESS LLC ZEPHYR GAS SERVICES LLC |
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By: | Regency Gas Services LP, its sole member | |||
By: | Regency OLP GP LLC, its general partner | |||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | President | |||
Signature Page to Supplemental Indenture (2016 Notes)
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
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By: | /s/ Xxxxxx X. Xxxx | |||
Name: | Xxxxxx X. Xxxx | |||
Title: | Vice President | |||
Signature Page to Supplemental Indenture (2016 Notes)