FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 18, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), and 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 Xxxxx 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 April 30, 2013, providing for the issuance of 41/2% Senior Notes due 2023 (the “Notes”) , as amended and supplemented by (i) the First Supplemental Indenture, dated as of August 15, 2013, providing for the addition of certain subsidiary guarantors, (ii) the Second Supplemental Indenture, dated as of February 10, 2014, providing for the addition of certain subsidiary guarantors, and (iii) the Third Supplemental Indenture, dated as of March 28, 2014, providing for the addition of a subsidiary guarantor (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 page follows]
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
PVR MIDSTREAM JV HOLDINGS LLC
REGENCY HYDROCARBONS LLC
PVR XXXXXXX GAS PROCESSING LLC
CONNECT GAS PIPELINE LLC
REGENCY PIPELINE LLC
REGENCY UTICA GAS GATHERING LLC
REGENCY MARCELLUS GAS GATHERING LLC
REGENCY NEPA GAS GATHERING LLC
PENN VIRGINIA OPERATING CO., LLC
REGENCY HYDROCARBONS LLC
PVR XXXXXXX GAS PROCESSING LLC
CONNECT GAS PIPELINE LLC
REGENCY PIPELINE LLC
REGENCY UTICA GAS GATHERING LLC
REGENCY MARCELLUS GAS GATHERING LLC
REGENCY NEPA GAS GATHERING LLC
PENN VIRGINIA OPERATING CO., LLC
By: Regency Gas Services LP, its sole member
By: Regency OLP GP LLC, its general partner
By: Regency OLP GP LLC, its general partner
By: | /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President |
DULCET ACQUISITION LLC
FIELDCREST RESOURCES LLC
K RAIL LLC
KANAWHA RAIL LLC
LJL, LLC
LOADOUT LLC
SUNCREST RESOURCES LLC
XXXXX FORK LLC
FIELDCREST RESOURCES LLC
K RAIL LLC
KANAWHA RAIL LLC
LJL, LLC
LOADOUT LLC
SUNCREST RESOURCES LLC
XXXXX 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/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President |
ISSUERS
REGENCY ENERGY PARTNERS LP
By: Regency GP LP, its general partner
By: Regency GP LLC, its general partner
By: Regency GP LP, its general partner
By: Regency GP LLC, its general partner
By: | /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer |
REGENCY ENERGY FINANCE CORP.
By: | /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President |
EXISTING GUARANTORS
REGENCY OLP GP LLC
REGENCY OLP GP LLC
By: | /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President |
REGENCY GAS SERVICES LP
By: Regency OLP GP LLC, its general partner
By: Regency OLP GP LLC, its general partner
By: | /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President |
CDM RESOURCE MANAGEMENT LLC
FRONTSTREET HUGOTON LLC
GULF STATES TRANSMISSION LLC
RHEP MIDSTREAM LLC
REGENCY FIELD SERVICES LLC
REGENCY GAS UTILITY LLC
REGENCY HAYNESVILLE INTRASTATE GAS
LLC
LLC
REGENCY HEP LLC
REGENCY LIQUIDS PIPELINE LLC
REGENCY MIDCONTINENT EXPRESS LLC
REGENCY MIDSTREAM LLC
REGENCY TEXAS PIPELINE LLC
REGENCY RANCH JV LLC
RGP MARKETING LLC
RGU WEST 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: Regency OLP GP LLC, its general partner
By: | /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President |
PUEBLO HOLDINGS, INC.
PUEBLO MIDSTREAM GAS CORPORATION
PUEBLO MIDSTREAM GAS CORPORATION
RGP WESTEX GATHERING INC.
WEST TEXAS GATHERING COMPANY
By: | /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By: | /s/ Xxxxx Fargo Name: Title: |
Schedule A
Entity | Jurisdiction of Incorporation |
PVR Midstream JV Holdings LLC | Delaware |
Regency Hydrocarbons LLC | Oklahoma |
Regency Laverne LLC | Oklahoma |
Connect Gas Pipeline LLC | Delaware |
Regency Pipeline LLC | Delaware |
Regency Utica Gas Gathering LLC | Delaware |
Regency Marcellus Gas Gathering LLC | Delaware |
Regency NEPA Gas Gathering LLC | Texas |
Penn Virginia Operating Co., LLC | Delaware |
Dulcet Acquisition LLC | Delaware |
Fieldcrest Resources LLC | Delaware |
K Rail LLC | Delaware |
Kanawha Rail LLC | Virginia |
LJL, LLC | West Virginia |
Loadout LLC | Delaware |
Suncrest Resources LLC | Delaware |
Xxxxx Fork LLC | Delaware |
