REGENCY ENERGY PARTNERS LP (ASSUCCESSOR BY MERGER TO PVR PARTNERS, L.P.) REGENCY ENERGY FINANCE CORP. (AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) and the Subsidiary Guarantorsnamed herein 8.375% Senior Notes due 2020 6.500% Senior Notes due 2021 EIGHTHSUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 24, 2014 WELLS FARGOBANK, N.A., Trustee
Exhibit 4.2
REGENCY ENERGY PARTNERS LP
(AS SUCCESSOR BY MERGER TO PVR 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
EIGHTH SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 24, 2014
WELLS FARGO BANK, N.A.,
Trustee
This EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 24, 2014, is among Regency Energy Partners LP, a Delaware limited partnership (as successor by merger to PVR 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 pages hereto (the Subsidiary Guarantors) and Wells 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 the Second Supplemental Indenture, dated as of May 17, 2012, Fourth Supplemental Indenture, dated as of May 9, 2013 Fifth Supplemental Indenture, dated as of March 21, 2014, Sixth Supplemental Indenture, dated as of April 18, 2014, and Seventh Supplemental Indenture, dated as of July 25, 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 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.
2
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.
[Signature pages follow]
3
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/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Executive Vice President and Chief Financial Officer | |||
REGENCY ENERGY FINANCE CORP. | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Vice President |
[Signature Page to Eighth Supplemental Indenture]
SUBSIDIARY GUARANTORS | ||||
NEW GUARANTORS | ||||
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 VAUGHN GATHERING LLC | ||||
SUPERIOR GAS COMPRESSION, LLC | ||||
By: | Regency Gas Services LP, its sole member | |||
By: | Regency OLP GP LLC, its general partner | |||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Vice President | |||
EXISTING GUARANTORS | ||||
REGENCY OLP GP LLC | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Vice President |
[Signature Page to Eighth Supplemental Indenture]
REGENCY GAS SERVICES LP | ||||||
By: | Regency OLP GP LLC, its general partner | |||||
By: | /s/ Thomas E. Long | |||||
Name: | Thomas E. Long | |||||
Title: | Vice President | |||||
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 LAVERNE 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/ Thomas E. Long | |||||
Name: | Thomas E. Long | |||||
Title: | Vice President |
[Signature Page to Eighth Supplemental Indenture]
PUEBLO MIDSTREAM GAS CORPORATION | ||||
RGP WESTEX GATHERING INC. | ||||
WEST TEXAS GATHERING COMPANY | ||||
By: | /s/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Vice President | |||
DULCET ACQUISITION LLC | ||||
FIELDCREST RESOURCES LLC | ||||
K RAIL LLC | ||||
KANAWHA RAIL LLC | ||||
LJL, LLC | ||||
LOADOUT LLC | ||||
SUNCREST RESOURCES LLC | ||||
TONEY 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/ Thomas E. Long | |||
Name: | Thomas E. Long | |||
Title: | Vice President |
[Signature Page to Eighth Supplemental Indenture]
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||||
as Trustee | ||||
By: | /s/ Patrick Giordano | |||
Name: | Patrick Giordano | |||
Title: | Vice President |
[Signature Page to Eighth Supplemental Indenture]