EX-4.2



 Exhibit 4.2 

SECOND SUPPLEMENTAL INDENTURE 

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 10, 2014, among Regal Midstream LLC, a
Delaware limited liability company (“Regal Midstream”), and Regency HEP LLC, a Delaware limited liability company (“Regency HEP” and, together with Regal Midstream, each a “Guaranteeing Subsidiary”), 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, dated as of September 11, 2013, as amended by the First Supplemental Indenture providing for the issuance of 5.750% Senior Notes due 2020 (the “Notes”),
(as so amended and supplemented, the “Indenture”); 
 WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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, the 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. The Guaranteeing Subsidiary hereby agrees 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 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 the 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 page follows] 







 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
	
	REGAL MIDSTREAM LLC
	REGENCY HEP 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
	
	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


 Second Supplemental Indenture to 

Wells Fargo September 2013 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
	FRONTSTREET HUGOTON LLC
	GULF STATES TRANSMISSION LLC
	REGENCY FIELD SERVICES LLC
	REGENCY GAS UTILITY LLC
	REGENCY HAYNESVILLE INTRASTATE GAS LLC
	REGENCY LIQUIDS PIPELINE LLC
	REGENCY MIDCONTINENT EXPRESS LLC
	REGENCY MIDSTREAM LLC
	REGENCY TEXAS PIPELINE LLC
	REGENCY RANCH JV LLC
	RGP MARKETING LLC
	RGU WEST 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 HOLDINGS, INC.
	PUEBLO MIDSTREAM GAS CORPORATION
	RGP WESTEX GATHERING INC.
	WEST TEXAS GATHERING COMPANY
		
	By:	 	 /s/ Thomas E. Long

		 	Name: Thomas E. Long
		 	Title: Vice President



  
 Second Supplemental
Indenture to 
 Wells Fargo September 2013 Indenture 








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

		 	 Name: John C. Stohlmann

		 	 Title: Vice President




  
 Second Supplemental
Indenture to 
 Wells Fargo September 2013 Indenture