EX-10.1


 Exhibit 10.1 

Execution Version 

ELEVENTH SUPPLEMENTAL INDENTURE 

ELEVENTH 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”), Energy Transfer Partners, L.P., a Delaware limited partnership (the “Parent Guarantor”), the subsidiary guarantors party hereto (the “Existing Guarantors”) and U.S.
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 applicable 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
October 27, 2010 (the “Base Indenture”); 
 WHEREAS, the following series of Debt Securities have been issued
pursuant to the Base Indenture and are outstanding as of the date of this Supplemental Indenture: the 6 1⁄2% Senior Notes due 2021 (the “2021
Notes”) issued under the Base Indenture, as supplemented by the Third Supplemental Indenture thereto dated as of May 26, 2011 (the Base Indenture, as so supplemented by the Third Supplemental Indenture and as further amended,
supplemented or otherwise modified to date solely with respect to the 2021 Notes, the “2021 Notes Indenture”), and the 5 1⁄2% Senior
Notes due 2023 (the “2023 Notes” and, together with the 2021 Notes, the “Outstanding Notes”) issued under the Base Indenture, as supplemented by the Fifth Supplemental Indenture thereto dated as of
October 2, 2012 (the Base Indenture, as so supplemented by the Fifth Supplemental Indenture and as further amended, supplemented or otherwise modified to date solely with respect to the 2023 Notes, the “2023 Notes
Indenture”) (each of the 2021 Notes Indenture and the 2023 Notes Indenture is sometimes referred to herein as an “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, the Parent Guarantor, Energy Transfer Partners
GP, L.P., a Delaware limited partnership, Rendezvous I LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent Guarantor (“Rendezvous I”), Rendezvous II LLC, a Delaware limited liability
company and wholly owned subsidiary of the Parent Guarantor, 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 the Parent Guarantor (the time at which such merger becomes effective in accordance
with the Merger Agreement, the “Merger Effective Time”); 
 WHEREAS, Section 9.01(4) of each Indenture
provides, among other things, that, without the consent of any Holder of the applicable series of the Outstanding Notes, the Issuers, 






 
the Existing Guarantors and the Trustee may amend or supplement such Indenture, the applicable series of the Outstanding Notes or the applicable Note Guarantees to make any change that would
provide any additional rights or benefits to the Holders of the applicable series of the Outstanding Notes or that does not adversely affect the legal rights thereunder of any such Holder; 

WHEREAS, as of the Merger Effective Time, the Parent Guarantor desires to fully and unconditionally guarantee all payment obligations of
the Issuers with respect to each series of the Outstanding Notes on the terms set forth herein; and 
 WHEREAS, the Issuers have requested
that the Trustee execute and deliver this Supplemental Indenture pursuant to Section 9.01(4) of each 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 Parent Guarantor and the Trustee agree as follows: 

ARTICLE 1. 

REPRESENTATIONS AND WARRANTIES OF THE PARENT
GUARANTOR 
 The Parent 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. 

AMENDMENT OF EACH INDENTURE 

The parties hereto agree that each of the 2021 Notes Indenture and the 2023 Notes Indenture is hereby amended by inserting the following as
Article XII of each such Indenture: 
 “ARTICLE XII 

Parent Guarantee 

Section 12.01. The Parent Guarantee. Subject to the provisions of this Article XII, the Parent Guarantor hereby
fully and unconditionally guarantees 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 Notes, and
the full and punctual payment 

  
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of all other amounts payable by the Issuers to the Holders of the Notes under this Indenture (the “Parent Guarantee”). Upon the failure by the Issuers to fully and
punctually pay any such amount, the Parent Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture. For purposes of this Article XII, “Parent Guarantor” means
Energy Transfer Partners, L.P., but only for so long as Energy Transfer Partners, L.P. remains obligated under the Parent Guarantee pursuant to the terms of this Indenture. 

Section 12.02. Parent Guarantee Unconditional. The Parent 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 Notes or this Indenture, by operation of law or otherwise; 

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

(d) the existence of any claim, set-off or other right that the Parent Guarantor may have at any time against the Issuers, the
Trustee or any other Person, whether in connection with this 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 Notes or this
Indenture, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuers of the principal of or interest on the Notes or any other amount payable by the Issuers under this 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 12.02, constitute a legal or equitable discharge of or defense to the Parent Guarantor’s obligations hereunder (other than an act contemplated by the parenthetical
in Section 12.02(b) above). 
 Section 12.03. Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. Subject to Section 12.08, the Parent Guarantee shall 

  
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remain in full force and effect until the principal of (and premium, if any) and interest on, and all other amounts payable under, the Notes, and all other amounts payable by the Issuers to the
Holders of the Notes under this 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 Notes or any other amount payable by the Issuers to the
Holders of any Notes under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuers or otherwise, the Parent Guarantee with respect to such payment shall be reinstated as
though such payment had been due but not made at such time. 
 Section 12.04. Waiver by the Parent Guarantor. The
Parent 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. 

Section 12.05. Subrogation. The Parent Guarantor agrees that, until the indefeasible payment and satisfaction in
full in cash of all applicable obligations under the Notes, the Parent Guarantee and this Indenture with respect to the Notes, the Parent 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 Parent Guarantee, whether by subrogation or otherwise, against the Issuers. 

Section 12.06. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Issuers
to the Holders of any Notes under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Issuers, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by
the Parent Guarantor hereunder forthwith on demand by the Trustee or the Holders of the Notes. 
 Section 12.07.
Notation of Parent Guarantee Not Required. The Parent Guarantor acknowledges that the Parent Guarantee shall remain in full force and effect notwithstanding the absence on any Note of a notation relating to the Parent Guarantee. 

Section 12.08. Release of Parent Guarantor. The Parent Guarantor’s obligations under the Parent Guarantee with
respect to the Notes shall terminate (a) upon satisfaction and discharge of this Indenture pursuant to Article XI of this Indenture, (b) Legal Defeasance or Covenant Defeasance pursuant to Article XI of this Indenture or (c) on the
date on which the Parent Guarantor, by entering into a supplemental indenture in accordance with Article IX of the applicable Indenture, becomes a co-obligor of the obligations of the Issuers with respect to the 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 Parent Guarantor from its obligations under the
Parent Guarantee with respect to all Notes issued hereunder. 
 Section 12.09. Benefits Acknowledged. The Parent
Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by the Parent Guarantor pursuant to the Parent Guarantee are knowingly
made in contemplation of such benefits. 

  
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 ARTICLE 3. 

MISCELLANEOUS 

Section 3.01. 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 3.02. Effectiveness of Supplemental Indenture. Notwithstanding anything to
the contrary elsewhere herein, Article 2 of 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 Article 2 of this Supplemental Indenture shall not become effective. Upon the effectiveness of Article 2 of this Supplemental Indenture, each of the 2021 Notes
Indenture and the 2023 Notes 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 each such 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 each of the 2021 Notes Indenture and the 2023 Notes Indenture for any and all purposes. 

Section 3.03. Relationship to Each Indenture. This Supplemental Indenture is a “supplemental indenture” as such term is used
in Article IX of each the 2021 Notes Indenture and the 2023 Notes Indenture. Except as amended and supplemented hereby, all provisions in each of the 2021 Notes Indenture and the 2023 Notes Indenture shall remain in full force and effect and are in
all respects ratified and confirmed. Notwithstanding anything to the contrary herein, the provisions of this Supplemental Indenture are intended to (x) provide additional rights or benefits to Holders of the applicable series of Outstanding
Notes or (y) not adversely affect the legal rights of any Holder of the applicable series of Outstanding Notes, and this Supplemental Indenture shall be construed and enforced to give effect to the foregoing. 

Section 3.04. Supplemental Indenture Controls. If there is any conflict or inconsistency between the 2021 Notes Indenture or the 2023
Notes Indenture, on the one hand, and this Supplemental Indenture, on the other hand, the provisions of this Supplemental Indenture shall control with respect to, as applicable, the 2021 Notes Indenture or the 2023 Notes Indenture. 

Section 3.05. 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 Parent Guarantor, as such, shall have any liability for any obligations of the 

  
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Issuers, any Existing Guarantor or the Parent Guarantor under any series of Outstanding Notes, any Note Guarantees, the 2021 Notes Indenture and the 2023 Notes Indenture, as the case may be, 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 any series of Outstanding Notes waives and releases all such liability. The waiver and release are part of the
consideration for the Parent Guarantee. 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. 

Section 3.06. 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 applicable Indenture to be given or made by the Trustee or by the Holders of any series of Outstanding Notes to or upon the Parent Guarantor shall be given or made by postage-prepaid, first-class mail
addressed (until another address of the Parent Guarantor is filed by the Parent Guarantor with the Trustee), to Energy Transfer Partners, L.P., 3738 Oak Lawn Avenue, Dallas, Texas 75219, Attention: General Counsel. 

Section 3.07. Successors and Assigns. All covenants and agreements in this Supplemental Indenture made by the Issuers, the Existing
Guarantors, the Parent Guarantor or the Trustee shall bind their respective successors and assigns, whether so expressed or not. 
 Section
3.08. 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 any series of Outstanding Notes shall have any claim therefor against any party hereto. 
 Section 3.09. Governing
Law. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 
 Section 3.10.
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 3.11. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the
construction hereof. 
 Section 3.12. Obligations Under Indenture. For the avoidance of doubt, the Parent 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 3.13. 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 Parent Guarantor. 

Signature pages follow. 

  
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 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
	
	PARENT GUARANTOR:
	
	ENERGY TRANSFER PARTNERS, L.P.
		
	By:		Energy Transfer Partners GP, L.P., its general partner
	By:		Energy Transfer Partners, L.L.C., its general partner
		
	By:		 /s/ Thomas P. Mason

			Name:		Thomas P. Mason
			Title:		Senior Vice President, General Counsel and Secretary



  
 Eleventh Supplemental
Indenture to 
 U.S. Bank 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




  
 Eleventh Supplemental
Indenture to 
 U.S. Bank Indenture 







 
					
	REGENCY MI VIDA LLC
	REGENCY MIDCONTINENT EXPRESS LLC
	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



  
 Eleventh Supplemental
Indenture to 
 U.S. Bank 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



  
 Eleventh Supplemental
Indenture to 
 U.S. Bank Indenture 







 
					
			TRUSTEE:
		
			U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:		 /s/ Steven Finklea

			Name:		Steven Finklea
			Title:		Vice President



  
 Eleventh Supplemental
Indenture to 
 U.S. Bank Indenture