TENTH SUPPLEMENTAL INDENTURE
Exhibit 4.1
Tenth 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 U.S. 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 October 27, 2010, as amended and supplemented by (i) the First Supplemental Indenture, dated as of October 27, 2010, providing for the issuance of the 67/8% Senior Notes due 2018 (the “2018 Notes”), (ii) the Second Supplemental Indenture, dated as of May 24, 2011, providing for the addition of certain subsidiary guarantors, (iii) the Third Supplemental Indenture, dated as of May 26, 2011, providing for the issuance of the 61/2% Senior Notes due 2021 (the “2021 Notes”), (iv) the Fourth Supplemental Indenture, dated as of May 22, 2012, providing for the addition of certain subsidiary guarantors, (v) the Fifth Supplemental Indenture, dated as of October 2, 2012, providing for the issuance of the 51/2% Senior Notes due 2023 (the “2023 Notes” and, together with the 2018 Notes and the 2021 Notes, the “Notes”), (vi) the Sixth Supplemental Indenture, dated as of August 15, 2013, providing for the addition of certain subsidiary guarantors, (vii) the Seventh Supplemental Indenture, dated as of February 10, 2014, providing for the addition of certain subsidiary guarantors, (viii) the Eighth Supplemental Indenture, dated as of March 28, 2014, providing for the addition of a subsidiary guarantor, and (ix) the Ninth Supplemental Indenture, dated as of April 18, 2014, providing for the addition of certain subsidiary guarantors (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 XIV 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 Interest 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 XXXXXX GATHERING LLC SUPERIOR GAS COMPRESSION, LLC | ||||
| 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: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
to U.S. Bank Indenture
| REGENCY ENERGY FINANCE CORP. | ||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Vice President | |||
| EXISTING GUARANTORS | ||||
| 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: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Vice President | |||
to U.S. Bank 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 XXXXXXX 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/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Vice President | |||
| PUEBLO MIDSTREAM GAS CORPORATION | ||||
| RGP WESTEX GATHERING INC. | ||||
| WEST TEXAS GATHERING COMPANY | ||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | Vice President | |||
to U.S. Bank Indenture
| DULCET ACQUISITION 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 | |||
| TRUSTEE | ||||
| U.S. BANK NATIONAL ASSOCIATION, as | ||||
| Trustee | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Authorized Signatory | ||||
to U.S. Bank 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 Xxxxxx Gathering LLC | Texas | |
| Superior Gas Compression, LLC | Texas |
