exv4w3






Exhibit 4.3




EXECUTION VERSION




FIFTH SUPPLEMENTAL INDENTURE




     Fifth
Supplemental Indenture (this “Supplemental
Indenture”), dated as of October 27,
2010, 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”), the Guarantors (as defined in the Indenture described below) and
Wells Fargo Bank, National Association, as trustee (the “Trustee”) under the Indenture dated as of
December 12, 2006, as amended and supplemented through the date of this Supplemental Indenture (the
“Indenture”). Capitalized terms used in this Supplemental Indenture and not otherwise defined
herein shall have the meanings assigned to such terms in the Indenture.



WITNESSETH:




     WHEREAS, the Issuers, the Guarantors and the Trustee have heretofore executed and delivered
the Indenture providing for the issuance of the Issuers’ 8 3/8% Senior Notes due 2013 (the
“Notes”), initially in the aggregate principal amount of $550,000,000;



     WHEREAS, the aggregate principal amount of Notes currently outstanding is $357,500,000;



     WHEREAS, Section 9.02 of the Indenture provides that the Issuers, the Guarantors and the
Trustee may amend or supplement the Indenture and the Notes and the Note Guarantees with the
written consent of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes voting as a single class (the “Requisite Consents”);



     WHEREAS, the Issuers have offered to purchase for cash any and all of the outstanding Notes
upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated October 13, 2010 (as the same may be amended, supplemented or modified
from time to time, the “Statement”), and in the related Letter of Transmittal and consent (as the
same may be amended, supplemented or modified from time to time, together with the Statement, the
“Offer”);



     WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments (the
“Proposed Amendments”) to the Indenture set forth herein having been approved by the Requisite
Consents (and a supplemental indenture in respect thereof having been executed and delivered), with
such Proposed Amendments becoming operative with respect to the Indenture upon the acceptance for
payment and payment of Notes validly tendered pursuant to the Offer (the “Settlement”);



     WHEREAS, the Issuers have received and delivered to the Trustee the Requisite Consents to
effect the Proposed Amendments under the Indenture;



     WHEREAS, each Issuer and Guarantor has been duly authorized by resolutions of its board of
directors, sole member or general partner, as applicable, to enter into this Supplemental
Indenture;



 









 






     WHEREAS, the Issuers have delivered to the Trustee an Officers’ Certificate as well as an
Opinion of Counsel to the effect that the execution and delivery of this Supplemental Indenture by
the Issuers is authorized or permitted under the Indenture and that all conditions and covenants
provided for in the Indenture to the execution and delivery of this Supplemental Indenture to be
complied with by the Issuers have been complied with; and



     WHEREAS, all other acts and proceedings required by law, by the Indenture and by the
constituent documents of each Issuer and Guarantor to make this Supplemental Indenture a legal,
valid and binding obligation of each Issuer and Guarantor for the purposes expressed herein, in
accordance with its terms, have been duly done and performed.



     NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
the parties hereto agree as follows:



ARTICLE I.

AMENDMENTS TO THE INDENTURE AND THE NOTES




     1. Amendment of Section 1.01. Section 1.01 of the Indenture is amended by deleting
from such Section those defined terms and section references that, by virtue of the amendments
effected by this Supplemental Indenture, are no longer used in the Indenture or the Notes as
amended hereby.



     2. Amendment of Section 4.03. Section 4.03 of the Indenture is hereby deleted in its
entirety and replaced with the following:



          “SECTION 4.03 Reports.




               The Issuers will comply with the provisions of TIA Section 314(a).”



     3. Amendment of Sections 4.04 through 4.13. Sections 4.04 through 4.13 of the
Indenture, inclusive, are hereby deleted in their entirety and each such Section is replaced with
the following: “[Intentionally Omitted]”.



     4. Amendment of Sections 4.15 through 4.18. Sections 4.15 through 4.18 of the
Indenture, inclusive, are hereby deleted in their entirety and each such Section is replaced with
the following: “[Intentionally Omitted]”.



     5. Amendment of Section 5.01. Section 5.01 of the Indenture is hereby deleted in its
entirety and such Section is replaced with the following: “[Intentionally Omitted]”.



     6. Amendment of Section 5.02. Section 5.02 of the Indenture is hereby deleted in its
entirety and replaced with the following:



          “SECTION 5.02 Successor Person Substituted.





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     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties or
assets of Regency Energy Partners, the successor Person formed by such consolidation
or into or with which Regency Energy Partners is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed
to, and be substituted for (so that from and after the date of such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Regency Energy Partners” shall refer
instead to the successor Person and not to Regency Energy Partners), and may
exercise every right and power of Regency Energy Partners under this Indenture with
the same effect as if such successor Person had been named as Regency Energy
Partners herein.



     7. Amendment of Section 6.01. Section 6.01 of the Indenture is amended by deleting
clauses (3), (4), (6), (7), (8) and (9) in their entirety and inserting “[Intentionally Omitted]”
in lieu thereof.



     8. Amendment of Section 6.12. Section 6.12 of the Indenture is hereby deleted in its
entirety and such Section is replaced with the following: “[Intentionally Omitted]”.



ARTICLE II

EFFECTIVENESS




     1. Effectiveness of this Supplemental Indenture. Upon the execution of this
Supplemental Indenture by the Issuers, the Guarantors and the Trustee, the Indenture shall be
amended and supplemented in accordance herewith, and this Supplemental Indenture shall form a part
of the Indenture for all purposes and each Holder shall be bound thereby; provided,
however, that the provisions of the Indenture referred to in Article I above (such
provisions being referred to as the “Amended Provisions”) will remain in effect in the form they
existed prior to the execution of this Supplemental Indenture, and the Amended Provisions shall
become operative upon the Settlement. The Issuers shall give the Trustee prompt written notice of
the occurrence of the Settlement.



ARTICLE III

MISCELLANEOUS




     1. Ratification of Agreement. As supplemented by this Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this
Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except
as provided for in this Supplemental Indenture, all of the terms, provisions and conditions of the
Indenture, the Notes and the Notes Guarantees shall remain in full force and effect.



     2. Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.



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     3. Governing Law. This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.



     4. Trustee Makes No Representation. The recitals contained herein are made by the
Issuers and the Guarantors only and not by the Trustee. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.



     5. Trust Indenture Act Controls. If any provision of this Supplemental Indenture
limits, qualifies, or conflicts with another provision of this Supplemental Indenture or the
Indenture that is required to be included by the Trust Indenture Act of 1939, as amended, as in
force at the date this Supplemental Indenture is executed, the provision required by said Act shall
control.



     6. Headings. The section headings herein are for convenience only and shall not
affect the construction thereof.



[Signature Page Follows]









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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.



	 	 	 	 	 
	 	ISSUERS:



REGENCY ENERGY PARTNERS LP



By:   Regency GP LP, its general partner



By:   Regency GP LLC, its general partner

 	 
	 	By:  	/s/ Byron R. Kelley
 	 
	 	 	Name:  	Byron R. Kelley 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	REGENCY ENERGY FINANCE CORP.

 	 
	 	By:  	/s/ Byron R. Kelley
 	 
	 	 	Name:  	Byron R. Kelley 	 
	 	 	Title:  	President 	 
	 



Signature Page to Supplemental Indenture







 









 








	 	 	 	 	 
	 	GUARANTORS:



REGENCY GAS SERVICES LP



By:   Regency OLP GP LLC, its general partner

 	 
	 	By:  	/s/ Byron R. Kelley
 	 
	 	 	Name:  Byron R. Kelley 	 
	 	 	Title:  President 	 
	 
	 	CDM RESOURCE MANAGEMENT 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 GAS UTILITY 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

WGP-KHC, LLC
	 
	 	 	 By:	Frontstreet Hugoton LLC, its sole member
	 
	 	

REGENCY ZEPHYR LLC



By:   Regency Gas Services LP, its sole member



By:   Regency OLP GP LLC, its general partner

 	 
	 
	 	By:  	/s/ Byron R. Kelley
 	 
	 	 	Name:  Byron R. Kelley 	 
	 	 	Title:  President 	 
	 



Signature Page to Supplemental Indenture








 









 








	 	 	 	 	 
	 	GULF STATES TRANSMISSION CORPORATION

PUEBLO HOLDINGS, INC.

PUEBLO MIDSTREAM GAS CORPORATION

 	 
	 	By:  	/s/ Byron R. Kelley
 	 
	 	 	Name:  	Byron R. Kelley 	 
	 	 	Title:  	President 	 
	 
	 	REGENCY OLP GP LLC

 	 
	 	By:  	/s/ Byron R. Kelley
 	 
	 	 	Name:  	Byron R. Kelley 	 
	 	 	Title:  	President 	 
	 



Signature Page to Supplemental Indenture







 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Martin G. Reed
 	 
	 	 	Name:  	Martin G. Reed 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Supplemental Indenture