REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE PARTNERS, L.P.) REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) and the Subsidiary Guarantors named herein SIXTH...

REGENCY ENERGY PARTNERS LP (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE PARTNERS, L.P.)

REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II)

and

the Subsidiary Guarantors named herein

____________________________

8.375% Senior Notes due 2020
6.500% Senior Notes due 2021

____________________________

SIXTH SUPPLEMENTAL INDENTURE

DATED AS OF APRIL 18, 2014

____________________________

XXXXX FARGO BANK, N.A.,

Trustee

____________________________

This SIXTH SUPPLEMENTAL INDENTURE, dated as of April 18, 2014, is among Regency Energy Partners LP, a Delaware limited partnership (as successor by merger to Penn Virginia Resource Partners, L.P., a Delaware limited partnership) (the “Partnership”), Regency Energy Finance Corp., a Delaware corporation (as successor by merger to Penn Virginia Resource Finance Corporation II, a Delaware corporation) (“Finance Co.” and, together with the Partnership, the “Issuers”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and Xxxxx Fargo Bank, N.A., a national banking association, as Trustee.

RECITALS

WHEREAS, the Issuers, the Subsidiary Guarantors party thereto and the Trustee entered into an Indenture, dated as of April 27, 2010, as supplemented by that Second Supplemental Indenture, dated as of May 17, 2012, Fourth Supplemental Indenture, dated as of May 9, 2013, and Fifth Supplemental Indenture, dated as of March 21, 2014 (as so supplemented, the “Indenture”),

pursuant to which the Issuers have issued $600,000,000 in aggregate principal amount of 8.375% Senior Notes due 2020 and $400,000,000 in aggregate principal amount of 6.500% Senior Notes due 2021 (collectively, the “Notes”);

WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture in order to add the New Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee.

ARTICLE 2

From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Subsidiary Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee shall not be responsible in any manner whatsoever for or in respect of

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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 Subsidiary Guarantors and the Issuers.

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

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

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

REGENCY ENERGY FINANCE CORP.

By: /s/ Xxxxxx X. Xxxx    

Name:    Xxxxxx X. Xxxx

Title:    Vice President

SUBSIDIARY GUARANTORS

REGENCY OLP GP LLC

By: /s/ Xxxxxx X. Xxxx    
Name: Xxxxxx X. Xxxx
Title: Vice President

[Signature Page to Sixth Supplemental Indenture]

REGENCY GAS SERVICES LP 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

REGAL MIDSTREAM LLC

REGENCY FIELD SERVICES LLC

REGENCY GAS UTILITY LLC

REGENCY HAYNESVILLE INTRASTATE GAS     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: /s/ Xxxxxx X. Xxxx    
Name:    Xxxxxx X. Xxxx
Title:    Vice President

PUEBLO HOLDINGS, INC.
PUEBLO MIDSTREAM GAS CORPORATION

RGP WESTEX GATHERING INC.

[Signature Page to Sixth Supplemental Indenture]

WEST TEXAS GATHERING COMPANY

By: /s/ Xxxxxx X. Xxxx    
Name:    Xxxxxx X. Xxxx
Title:    Vice President

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

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

DULCET ACQUISITION LLC

FIELDCREST RESOURCES LLC

K RAIL LLC

KANAWHA RAIL LLC

LGL, LLC

LOADOUT LLC

SUNCREST RESOURCES LLC

XXXXX FORK LLC

By: Penn Virginia Operating Co., 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

[Signature Page to Sixth Supplemental Indenture]

XXXXX FARGO BANK, NATIONAL ASSOCIATION

as Trustee

By: /s/ Xxxx Xxxxxxxxx     
Name:    Xxxx Xxxxxxxxx
Title:    Vice President

[Signature Page to Sixth Supplemental Indenture]