FIRST SUPPLEMENTAL INDENTURE

EX-4.5 6 d829921dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

FIRST SUPPLEMENTAL INDENTURE

First 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”), 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 Wells 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 (the “Indenture”), dated as of July 1, 2014 providing for the issuance of 8.375% Senior Notes due 2019 (the “Notes”);

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 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 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
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

 

 

First Supplemental Indenture to

Wells Fargo July 2014 Indenture


REGENCY ENERGY FINANCE CORP.

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
REGENCY GAS SERVICES LP
By:   Regency OLP GP LLC, its general partner
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President

 

First Supplemental Indenture to

Wells Fargo July 2014 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 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
PUEBLO MIDSTREAM GAS CORPORATION
RGP WESTEX GATHERING INC.
WEST TEXAS GATHERING COMPANY
By:  

/s/ Thomas E. Long

  Name:   Thomas E. Long
  Title:   Vice President

 

First Supplemental Indenture to

Wells Fargo July 2014 Indenture


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
TRUSTEE
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Patrick Giordano

  Authorized Signatory

 

First Supplemental Indenture to

Wells Fargo July 2014 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 Vaughn Gathering LLC                            Texas
Superior Gas Compression, LLC                            Texas