REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 4.500% SENIOR NOTES DUE 2023 INDENTURE Dated as of April 30, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
INDENTURE dated as of April 30, 2013 among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency Energy Partners”), and REGENCY ENERGY FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with Regency Energy Partners, the “Issuers”), the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
GUARANTEE OF COLLECTIONGuarantee of Collection • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
THIS GUARANTEE OF COLLECTION (this “Guarantee”) is made as of April 30, 2013, by PEPL HOLDINGS, LLC, a Delaware limited liability company (the “Guarantor”) to REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (“Regency”), and REGENCY ENERGY FINANCE CORP., a Delaware corporation (“Regency Energy Finance Corp” and, together with Regency, the “Regency Issuers”) to provide a guarantee of collection, on the terms set forth herein, for the benefit of the holders (the “Holders”) of the Supported Debt (as hereinafter defined) and the trustee (the “Trustee”) under the Indenture dated April 30, 2013 (collectively, the “Senior Notes Indenture”) with respect to the $600 million aggregate principal amount of the senior notes comprised of 4.500% Senior Notes due 2023 (collectively, the “Supported Debt”). The Guarantor and Regency may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND AMONG REGENCY ENERGY PARTNERS LP AND SOUTHERN UNION COMPANYRegistration Rights Agreement • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This Agreement is made in connection with the issuance of the Regency Common Units to Southern Union pursuant to that certain Contribution Agreement, dated as of February 27, 2013, as amended (the “Contribution Agreement”), by and among Southern Union, Regency, Regency Western G&P LLC, a Delaware limited liability company, ETP Holdco Corporation, a Delaware corporation, Energy Transfer Equity, L.P., a Delaware limited partnership, Energy Transfer Partners, L.P., a Delaware limited partnership, and ETC Texas Pipeline, Ltd., a Texas limited partnership. Regency and Southern Union have agreed to enter into this Agreement pursuant to Section 2.4(a)(iii) and Section 2.4(b)(iii) of the Contribution Agreement.
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
This First Amendment to Services Agreement (this “First Amendment”) is effective as of this 30th day of April, 2013, by and among ETE Services Company, LLC (“Services Co”), Energy Transfer Equity, L.P. (“ETE”) and Regency Energy Partners LP (“Regency”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
REGENCY ENERGY PARTNERS LP REGENCY ENERGY FINANCE CORP. Purchase AgreementPurchase Agreement • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Regency Energy Finance Corp., a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), jointly and severally, propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $600,000,000 principal amount of their 4.500% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of April 30, 2013 (the “Indenture”) among the Issuers, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).
AMENDMENT NO. 8 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REGENCY ENERGY PARTNERS LPAmendment No. 8 to Amended and Restated Agreement of Limited Partnership • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Delaware
This Amendment No. 8 to the Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP (this “Amendment”), dated as of April 30, 2013, is entered into and effectuated by Regency GP LP, a Delaware limited partnership, as the General Partner, pursuant to authority granted to it in Sections 5.6 and 13.1 of the Amended and Restated Agreement of Limited Partnership of Regency Energy Partners LP, dated as of February 3, 2006, as amended by Amendments No. 1 through 7 (collectively, the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
SECOND AMENDMENT TO OPERATION AND SERVICE AGREEMENTOperation and Service Agreement • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas
This Second Amendment to Operation and Service Agreement (this “Second Amendment”) is entered into and effective as of this 30th day of April, 2013, by and among La Grange Acquisition, L.P. d/b/a Energy Transfer Company (“Operator”), Regency GP LP (the “General Partner”), Regency Energy Partners LP (the “Partnership”) and Regency Gas Services LP (“Owner”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2013 • Regency Energy Partners LP • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated April 30, 2013 (this “Agreement”) is entered into by and among Regency Energy Partners LP, a Delaware limited partnership (the “Partnership”), Regency Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), PEPL Holdings, LLC, a Delaware limited liability company (“PEPL Holdings”), and J.P. Morgan Securities LLC (“J.P. Morgan”), on behalf of itself and the other initial purchasers listed on Schedule 1 of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
