EX-10.3


 Exhibit 10.3 

Execution Version 
 SIXTH
SUPPLEMENTAL INDENTURE 
 SIXTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2015 (this “Supplemental
Indenture”), by and among 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”), Panhandle Eastern Pipe Line Company, LP, a Delaware limited partnership (the “PEPL Guarantor”), the subsidiary guarantors party hereto (the
“Existing Guarantors”) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”). All capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Indenture (as defined below). 
 W I T N E S S E T H 

WHEREAS, the Issuers, the Existing Guarantors and the Trustee have heretofore executed and delivered an indenture, dated as of April 30,
2013 (as amended, supplemented or otherwise modified to date, including without limitation pursuant to this Supplemental Indenture, the “Indenture”); 

WHEREAS, the Issuers’ 4 1⁄2% Senior Notes due
2023 (the “Outstanding Notes”) have been issued pursuant to the Indenture and are outstanding as of the date of this Supplemental Indenture; 

WHEREAS, Regency Energy Partners has entered into that certain Agreement and Plan of Merger, dated as of January 25, 2015,
as amended by Amendment No. 1 thereto, dated as of February 18, 2015 (the “Merger Agreement”), by and among Regency Energy Partners, Regency GP LP, a Delaware limited partnership, Energy Transfer Partners, L.P., a
Delaware limited partnership (“ETP”), Energy Transfer Partners GP, L.P., a Delaware limited partnership, Rendezvous I LLC, a Delaware limited liability company and wholly owned subsidiary of ETP
(“Rendezvous I”), Rendezvous II LLC, a Delaware limited liability company and wholly owned subsidiary of ETP, ETE GP Acquirer LLC, a Delaware limited liability company, and, solely for purposes of certain provisions
therein, Energy Transfer Equity, L.P., pursuant to which, among other things, Rendezvous I will be merged with and into Regency Energy Partners, with Regency Energy Partners continuing as the surviving entity and a wholly owned subsidiary of ETP
(the time at which such merger becomes effective in accordance with the Merger Agreement, the “Merger Effective Time”); 

WHEREAS, the PEPL Guarantor, a wholly owned subsidiary of ETP, has provided a limited contingent guarantee (the “PEPL
Contingent Guarantee”) to the Issuers for the benefit of the Holders and the Trustee with respect to the Outstanding Notes pursuant to that certain Guarantee of Collection dated as of April 30, 2013 (the “Guarantee of
Collection”) by and among the PEPL Guarantor (as successor by merger to PEPL Holdings, LLC) and the Issuers; 

WHEREAS, as of the Merger Effective Time, the PEPL Guarantor desires to fully and unconditionally guarantee all payment obligations of the
Issuers with respect to the Outstanding Notes on the terms set forth therein; 






 WHEREAS, Section 9.01(4) of the Indenture provides, among other things, that, without the
consent of any Holder of a Note, the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture, the Notes or the Note Guarantees to make any change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights thereunder of any such Holder; and 
 WHEREAS, the Issuers have requested that
the Trustee execute and deliver this Supplemental Indenture pursuant to Section 9.01(4) of the Indenture, and all conditions precedent and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been complied with, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized. 

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuers, the Existing Guarantors, the PEPL Guarantor and the Trustee agree as follows: 

ARTICLE 1. 

REPRESENTATIONS AND WARRANTIES OF THE PEPL
GUARANTOR 
 The PEPL Guarantor represents and warrants to the Trustee as follows: 

Section 1.01. Good Standing. It is a limited partnership duly formed, validly existing and, to the extent applicable, in good
standing under the laws of its state of formation as set forth in the preamble hereto. 
 Section 1.02. Authorization. The
execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary limited partnership action on its part. 

ARTICLE 2. 
 PEPL
GUARANTEE 
 The PEPL Guarantor hereby agrees that: 

Section 2.01. The PEPL Guarantee. Subject to the provisions of this Article 2, the PEPL Guarantor hereby agrees, as of the Merger
Effective Time, to fully and unconditionally guarantee the full and punctual payment (whether at maturity, upon acceleration, upon redemption or otherwise) of the principal of (and premium, if any) and interest on, and all other amounts payable
under, the Outstanding Notes, and the full and punctual payment of all other amounts payable by the Issuers to the Holders of the Outstanding Notes under the Indenture (the “PEPL Guarantee”). Upon the failure by the Issuers
to fully and punctually pay any such amount, the PEPL Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture. 

Section 2.02. PEPL Guarantee Unconditional. The PEPL Guarantee shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise affected by: 
 (a) any extension, renewal, settlement,
compromise, waiver or release in respect of any obligation of the Issuers under the Indenture or the Outstanding Notes, by operation of law or otherwise; 

  
 2 







 (b) any modification or amendment of, or supplement to, the Indenture or the Outstanding Notes
(other than a modification, amendment or supplement effected in accordance with the terms of the Indenture that expressly releases, discharges or otherwise affects the PEPL Guarantee); 

(c) any change in the corporate existence, structure or ownership of the Issuers, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Issuers or their respective assets or any resulting release or discharge of any obligation of the Issuers contained in the Indenture or the Outstanding Notes; 

(d) the existence of any claim, set-off or other right that the PEPL Guarantor may have at any time against the Issuers, the Trustee or any
other Person, whether in connection with the Indenture or an unrelated transaction, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; 

(e) any invalidity, irregularity or unenforceability relating to, or against the Issuers for any reason of, the Indenture or the Outstanding
Notes, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuers of the principal of or interest on the Outstanding Notes or any other amount payable by the Issuers under the Indenture; or 

(f) any other act or omission to act or delay of any kind by the Issuers, the Trustee or any other Person or any other circumstance whatsoever
which might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of or defense to the PEPL Guarantor’s obligations hereunder (other than an act contemplated by the parenthetical in Section 2.02(b)
above). 
 Section 2.03. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances. Subject to
Section 2.08, the PEPL Guarantee shall remain in full force and effect until the principal of (and premium, if any) and interest on, and all other amounts payable under, the Outstanding Notes, and all other amounts payable by the Issuers to the
Holders of the Outstanding Notes under the Indenture have been paid in full. If at any time any payment of the principal of (or premium, if any) or interest on, or any other amounts payable under, the Outstanding Notes or any other amount payable by
the Issuers to the Holders of the Outstanding Notes under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuers or otherwise, the PEPL Guarantee with respect to such
payment shall be reinstated as though such payment had been due but not made at such time. 
 Section 2.04. Waiver by the PEPL
Guarantor. The PEPL Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuers or any
other Person. 

  
 3 







 Section 2.05. Subrogation. The PEPL Guarantor agrees that, until the indefeasible
payment and satisfaction in full in cash of all applicable obligations under the Outstanding Notes, the PEPL Guarantee and the Indenture with respect to the Outstanding Notes, the PEPL Guarantor shall waive any claim and shall not exercise any right
or remedy, direct or indirect, arising by reason of any performance by it of the PEPL Guarantee, whether by subrogation or otherwise, against the Issuers. 

Section 2.06. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Issuers to the Holders of
the Outstanding Notes under the Indenture or the Outstanding Notes is stayed upon the insolvency, bankruptcy or reorganization of the Issuers, all such amounts otherwise subject to acceleration under the terms of the Indenture are nonetheless
payable by the PEPL Guarantor hereunder forthwith on demand by the Trustee or the Holders of the Outstanding Notes. 
 Section 2.07.
Notation of PEPL Guarantee Not Required. The PEPL Guarantor acknowledges that the PEPL Guarantee shall remain in full force and effect notwithstanding the absence on any Outstanding Note of a notation relating to the PEPL Guarantee. 

Section 2.08. Release of PEPL Guarantor. The PEPL Guarantor’s obligations under the PEPL Guarantee shall terminate
(a) upon satisfaction and discharge of the Indenture pursuant to Article 11 of the Indenture, (b) upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 of the Indenture or (c) on the date on which the PEPL Guarantor or
Energy Transfer Partners, L.P. becomes a co-obligor of the obligations of the Issuers with respect to the Outstanding Notes. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing
effect, the Trustee shall execute any documents reasonably required in order to evidence the release of the PEPL Guarantor from its obligations under the PEPL Guarantee. 

Section 2.09. Benefits Acknowledged. The PEPL Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by the Indenture and that the guarantee and waivers made by the PEPL Guarantor pursuant to the PEPL Guarantee are knowingly made in contemplation of such benefits. 

Section 2.10. Subsequent Guarantee. In accordance with Section 12 of the Guarantee of Collection, the parties acknowledge
that the PEPL Guarantee supersedes the PEPL Contingent Guarantee. 
 ARTICLE 3. 

AMENDMENT OF INDENTURE 

With respect to the Outstanding Notes, Section 1.01 of the Indenture is hereby amended by inserting or restating, as the case may be,
each of the following defined terms in its appropriate alphabetical position: 
 “PEPL Guarantee” has
the meaning given to such term in Section 2.01 to the Sixth Supplemental Indenture hereto, dated as of April 30, 2015. 

  
 4 







 “PEPL Guarantor” means Panhandle Eastern Pipe Line Company,
LP, but only for so long as Panhandle Eastern Pipe Line Company, LP remains obligated under the PEPL Guarantee pursuant to the terms of the Sixth Supplemental Indenture hereto, dated as of April 30, 2015. 

ARTICLE 4. 

MISCELLANEOUS 

Section 4.01. General References. Unless otherwise specified or unless the context otherwise requires, (i) all references in
this Supplemental Indenture to Articles and Sections refer to the corresponding Articles and Sections of this Supplemental Indenture and (ii) the terms “herein,” “hereof,” “hereunder” and any other word of similar
import refers to this Supplemental Indenture. 
 Section 4.02. Effectiveness of Supplemental Indenture. Notwithstanding anything
to the contrary elsewhere herein, this Supplemental Indenture shall become effective only as of the Merger Effective Time. Promptly after the Merger Effective Time, the Issuers shall provide notice thereof to the Trustee. If the Issuers notify the
Trustee in writing that the Merger Effective Time will not occur, then the provisions hereof shall not become effective. Upon the effectiveness of this Supplemental Indenture, the Indenture shall be and be deemed to be modified and amended in
accordance herewith and the respective rights, limitations of rights, obligations, duties and immunities under the Indenture of the Trustee, the Issuers and the Holders affected thereby shall hereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of this Supplemental Indenture shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes. 

Section 4.03. Indenture Remains in Full Force and Effect. Except as amended and supplemented hereby, all provisions in the
Indenture shall remain in full force and effect and are in all respects ratified and confirmed. Notwithstanding anything to the contrary herein, as to the Holders of the Outstanding Notes, the provisions of this Supplemental Indenture are intended
to either (x) provide additional rights or benefits to such Holders or (y) not adversely affect the legal rights of such Holders, and this Supplemental Indenture shall be construed and enforced to give effect to the foregoing. 

Section 4.04. Supplemental Indenture Controls. If there is any conflict or inconsistency between the Indenture and this
Supplemental Indenture, the provisions of this Supplemental Indenture shall control. 
 Section 4.05. 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 the PEPL Guarantor, as such, shall have any liability for any obligations of the Issuers,
any Existing Guarantor or the PEPL Guarantor 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. 

  
 5 







 Section 4.06. Notices and Demands. Any notice, demand, direction, request or other
document that is required or permitted by any provision of this Supplemental Indenture or the Indenture to be given or made by the Trustee or by the Holders of the Outstanding Notes to or upon the PEPL Guarantor shall be given or made by
postage-prepaid, first-class mail addressed (until another address of the PEPL Guarantor is filed by the PEPL Guarantor with the Trustee), to Panhandle Eastern Pipe Line Company, LP, c/o Energy Transfer Partners, L.P., 3738 Oak Lawn Avenue, Dallas,
Texas 75219, Attention: General Counsel. 
 Section 4.07. Successors and Assigns. All covenants and agreements in this
Supplemental Indenture made by the Issuers, the Existing Guarantors, the PEPL Guarantor or the Trustee shall bind their respective successors and assigns, whether so expressed or not. 

Section 4.08. Severability. If any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and no Holder of the Outstanding Notes shall have any claim therefor against any party hereto. 

Section 4.09. Governing Law. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE. 
 Section 4.10. 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. 
 Section 4.11. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 
 Section 4.12.
Obligations Under Indenture. For the avoidance of doubt, the PEPL Guarantor shall not be bound by any obligations or covenants under the Indenture except as set forth in this Supplemental Indenture or as otherwise required by the TIA. 

Section 4.13. 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 the Issuers, the Existing Guarantors and the PEPL Guarantor. 

Signature pages follow. 

  
 6 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year 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:		Chief Financial Officer
	
	REGENCY ENERGY FINANCE CORP.
		
	By:		 /s/ Thomas E. Long

			Name:		Thomas E. Long
			Title:		Vice President
	
	PEPL GUARANTOR:
	
	PANHANDLE EASTERN PIPE LINE COMPANY, LP
		
	By:		Southern Union Panhandle LLC, its general partner
		
	By:		 /s/ Martin Salinas, Jr.

			Name:		Martin Salinas, Jr.
			Title:		Chief Financial Officer



  
 Sixth Supplemental
Indenture to 
 Wells Fargo April 2013 Indenture 







 
							
	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
	
	CDM HOLDINGS LLC
			By:		CDM Resource Management LLC, its sole member
	 CDM RESOURCE MANAGEMENT LLC

	 CMA PIPELINE PARTNERSHIP, LLC

	 CONNECT GAS PIPELINE LLC

	 FRONTSTREET HUGOTON LLC

	 GALVESTON BAY GATHERING, LLC

	 GULF STATES TRANSMISSION LLC

	 HESCO GATHERING COMPANY, LLC

	 HESCO PIPELINE COMPANY, LLC

	 MIDSTREAM GAS SERVICES LLC

	 PENN VIRGINIA OPERATING CO., LLC

	 PVR MIDSTREAM JV HOLDINGS LLC

	 REGENCY CRUDE MARKETING LLC

	 REGENCY DESOTO PIPELINE LLC

	 REGENCY DESOTO-HESCO SERVICES LLC

	 REGENCY ERCP LLC

	 REGENCY FIELD SERVICES LLC

	 REGENCY GAS UTILITY LLC

	 REGENCY GOM LLC

	 REGENCY HAYNESVILLE INTRASTATE GAS LLC

	 REGENCY HYDROCARBONS LLC

	 REGENCY LAVERNE LLC

	REGENCY LIQUIDS PIPELINE LLC
	 REGENCY MARCELLUS GAS GATHERING LLC

	 REGENCY MI VIDA LLC

	 REGENCY MIDCONTINENT EXPRESS LLC




  
 Sixth Supplemental
Indenture to 
 Wells Fargo April 2013 Indenture 







 
					
	 REGENCY MIDSTREAM LLC

	 REGENCY NEPA GAS GATHERING LLC

	 REGENCY PIPELINE LLC

	 REGENCY QUITMAN GATHERING LLC

	 REGENCY RANCH JV LLC

	 REGENCY TEXAS PIPELINE LLC

	 REGENCY UTICA HOLDCO LLC

	 REGENCY UTICA GAS GATHERING LLC

	 REGENCY VAUGHN GATHERING LLC

	 RGP MARKETING LLC

	 RGU WEST LLC

	 RHEP CRUDE LLC

	 SUPERIOR GAS COMPRESSION, 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
	
	RGP WESTEX GATHERING INC.
	WEST TEXAS GATHERING COMPANY
		
	By:		 /s/ Thomas E. Long

			Name:		Thomas E. Long
			Title:		Vice President



  
 Sixth Supplemental
Indenture to 
 Wells Fargo April 2013 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



  
 Sixth Supplemental
Indenture to 
 Wells Fargo April 2013 Indenture 







 
					
	TRUSTEE:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:		 /s/ John C. Stohlmann

			Name:		John C. Stohlmann
			Title:		Vice President



  
 Sixth Supplemental
Indenture to 
 Wells Fargo April 2013 Indenture