EX-4.9 3 d415858dex49.htm FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture

Exhibit 4.9

FOURTH SUPPLEMENTAL INDENTURE

Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 22, 2012, among each of Zephyr Gas Services I LLC, a Delaware limited liability company, CDM Resource Management I LLC, a Delaware limited liability company and Regency Ranch JV LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), Regency Energy Finance Corp., a Delaware corporation (“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 (as amended and supplemented through the date hereof, the “Indenture”), dated as of October 27, 2010, as amended and supplemented by the First Supplemental Indenture dated as of October 27, 2010, providing for the issuance of the 6 7/8% Senior Notes due 2018 (the “2018 Notes”), by a Second Supplemental Indenture, dated as of May 24, 2011, providing for the addition of certain subsidiary guarantors, and by a Third Supplemental Indenture dated as of May 26, 2011, providing for the issuance of the 6 1/2% Senior Notes due 2021 (the “2021 Notes” and, together with the 2018 Notes, 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 Guarantee”); 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 of the Guaranteeing Subsidiaries 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. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee 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 the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of


the Issuers or any Guaranteeing Subsidiaries 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 of the Guaranteeing Subsidiaries and the Issuers.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, each of the undersigned has caused this Supplemental Indenture to be duly executed as of the date first above written.

GUARANTEEING SUBSIDIARIES:

ZEPHYR GAS SERVICES I LLC

By: Zephyr Gas Services LLC, its sole member

CDM RESOURCE MANAGEMENT I LLC

By: CDM Resource Management LLC, its sole

member

REGENCY RANCH JV LLC

 

  By: Regency Gas Services LP, its sole member

 

  By: Regency OLP GP LLC, its general partner

 

  By: /s/ Michael J. Bradley                                             

Name: Michael J. Bradley

Title:   President

ISSUERS:

REGENCY ENERGY PARTNERS LP

 

  By: Regency GP LP, its general partner

 

  By: Regency GP LLC, its general partner

 

  By: /s/ Michael J. Bradley                                             

Name: Michael J. Bradley

Title:   President and Chief Executive Officer

REGENCY ENERGY FINANCE CORP.

 

  By: /s/ Michael J. Bradley                                             

Name: Michael J. Bradley

Title:   President

Signature Page to Supplemental Indenture (2018 & 2021 Notes)


EXISTING GUARANTORS:

REGENCY OLP GP LLC

 

  By: /s/ Michael J. Bradley                                             

Name: Michael J. Bradley

Title:   President

REGENCY GAS SERVICES LP

 

  By: Regency OLP GP LLC, its general partner

 

  By: /s/ Michael J. Bradley                                             

Name: Michael J. Bradley

Title:   President

PUEBLO HOLDINGS, INC.

PUEBLO MIDSTREAM GAS CORPORATION

 

  By: /s/ Michael J. Bradley                                             

Name: Michael J. Bradley

Title:   President

Signature Page to Supplemental Indenture (2018 & 2021 Notes)


CDM RESOURCE MANAGEMENT LLC

GULF STATES TRANSMISSION LLC

FRONTSTREET HUGOTON LLC

PALAFOX JOINT VENTURE

By: Regency Field Services LLC and

Regency Gas Services LP, its venturers

REGENCY FIELD SERVICES LLC

REGENCY GAS MARKETING LLC

REGENCY HAYNESVILLE INTRASTATE

GAS LLC

REGENCY LIQUIDS PIPELINE LLC

REGENCY MIDCONTINENT EXPRESS

PIPELINE I LLC

By: Regency Midcontinent Express LLC, its sole

member

REGENCY MIDCONTINENT EXPRESS LLC

REGENCY MIDSTREAM LLC

REGENCY TEXAS PIPELINE LLC

WGP-KHC, LLC

By: Frontstreet Hugoton LLC, its sole member

ZEPHYR GAS SERVICES LLC

 

  By: Regency Gas Services LP, its sole member

 

  By: Regency OLP GP LLC, its general partner

 

  By: /s/ Michael J. Bradley                                             

Name: Michael J. Bradley

Title:   President

Signature Page to Supplemental Indenture (2018 & 2021 Notes)


U.S. BANK NATIONAL ASSOCIATION, as Trustee

 

By:   /s/ Steven Finklea
  Name: Steven Finklea
  Title:   Vice President

Signature Page to Supplemental Indenture (2018 & 2021 Notes)