EX-4.3



 Exhibit 4.3 
 EXECUTION VERSION 
 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated April 30, 2013 (this “Agreement”) is entered into by and among Regency
Energy Partners LP, a Delaware limited partnership (the “Partnership”), Regency Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the
guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), PEPL Holdings, LLC, a Delaware limited liability company (“PEPL Holdings”), and J.P. Morgan Securities LLC (“J.P. Morgan”), on
behalf of itself and the other initial purchasers listed on Schedule 1 of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”). 
 The Issuers, the Initial Guarantors and J.P. Morgan, as representative of the Initial Purchasers, are parties to the Purchase Agreement dated April 24, 2013 (the “Purchase
Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of $600,000,000 aggregate principal amount of the Issuers’ 4.500% Senior Notes due 2023 (the “Securities”) which will be guaranteed on
an unsecured basis by each of the Guarantors and which will have the benefit of a limited contingent guarantee by PEPL Holdings (the “PEPL Limited Guarantee”). As an inducement to the Initial Purchasers to enter into the Purchase
Agreement, the Issuers, the Guarantors and PEPL Holdings have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is
a condition to the closing under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto agree as
follows: 
 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Additional Guarantor” shall mean any subsidiary of the Partnership that executes a Guarantee under the Indenture after
the date of this Agreement. 
 “Agreement” shall have the meaning set forth in the preamble. 

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City
are authorized or required by law to remain closed. 
 “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended from time to time. 
 “Exchange Dates” shall have the meaning set forth in
Section 2(a)(ii) hereof. 
 “Exchange Offer” shall mean the exchange offer by the Issuers, the Guarantors
and PEPL Holdings of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. 
 “Exchange
Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. 

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein. 







 “Exchange Securities” shall mean senior notes issued by the Issuers and guaranteed
by the Guarantors under the Indenture, having the benefit of the PEPL Limited Guarantee and containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 
 “Finance Corp.” shall have the meaning set forth in the preamble and shall also include Finance Corp.’s successor. 

“FINRA” means the Financial Industry Regulatory Authority, Inc. 

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared
by or on behalf of the Issuers or used or referred to by the Issuers in connection with the sale of the Securities or the Exchange Securities. 
 “Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Guarantors under the Indenture. 

“Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and any Guarantor’s successor that
Guarantees the Securities. 
 “Holders” shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the
term “Holders” shall include Participating Broker-Dealers. 
 “Indemnified Person” shall have the
meaning set forth in Section 5(c) hereof. 
 “Indemnifying Person” shall have the meaning set forth in
Section 5(c) hereof. 
 “Indenture” shall mean the Indenture relating to the Securities dated as of
April 30, 2013 among the Issuers, the Initial Guarantors and Wells Fargo Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 

“Initial Purchasers” shall have the meaning set forth in the preamble. 

“Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof. 

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof. 

“Issuers” shall have the meaning set forth in the preamble and shall also include the Issuers’ respective
successors. 
 “J.P. Morgan” shall have the meaning set forth in the preamble. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Issuers or any of its affiliates
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuers shall issue any additional Securities under the Indenture
prior to consummation of the 

  
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Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated
together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 
 “Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Issuers upon receipt of a Shelf Request
from such Holder. 
 “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a)
hereof. 
 “Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed
and signed Notice and Questionnaire to the Issuers in accordance with Section 2(b) hereof. 

“Partnership” shall have the meaning set forth in the preamble and shall also include the Partnership’s successor.

 “PEPL Holdings” shall have the meaning set forth in the preamble and shall also include PEPL Holdings’
successor. 
 “PEPL Holdings Information” shall have the meaning set forth in Section 5(b) hereof.

 “PEPL Limited Guarantee” shall have the meaning set forth in the preamble. 

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the
prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in
each case including any document incorporated by reference therein. 
 “Purchase Agreement” shall have the
meaning set forth in the preamble. 
 “Registrable Securities” shall mean the Securities; provided that
the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such
Registration Statement, or (ii) when such Securities cease to be outstanding; provided, however, that Securities held by an Initial Purchaser and that are ineligible to be exchanged in the Exchange Offer shall remain Registrable
Securities notwithstanding the consummation of the Exchange Offer. 
 “Registration Default” shall mean the
occurrence of any of the following: (i) the Exchange Offer is not completed on or prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof,
has not become effective within 30 days after the Target Registration Date, (iii) if the Issuers receive a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective
within 30 days after the Target Registration Date, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable, in
each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness 

  
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Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required
by this Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be
usable, in each case whether or not permitted by this Agreement. 
 “Registration Expenses” shall mean any and
all expenses incident to performance of or compliance by the Issuers, the Guarantors and PEPL Holdings with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and
expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Issuers, the Guarantors
and PEPL Holdings and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal
amount of Registrable Securities held by such Participating Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent registered public accountants of the Issuers, the
Guarantors and PEPL Holdings, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the
Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder. 
 “Registration Statement” shall mean any registration statement of the Issuers, the
Guarantors and PEPL Holdings that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 
 “SEC” shall mean the United States Securities and Exchange Commission. 
 “Securities” shall have the meaning set forth in the preamble. 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers, the Guarantors and
PEPL Holdings that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority in aggregate principal amount of the Securities held by the Participating Holders) on an appropriate form under Rule 415
under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference therein. 

  
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 “Shelf Request” shall have the meaning set forth in Section 2(b)
hereof. 
 “Staff” shall mean the staff of the SEC. 

“Target Registration Date” shall mean 365 days after the date hereof. 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. 

“Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

“Underwriter” shall have the meaning set forth in Section 3(e) hereof. 

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering
to the public. 
 2. Registration Under the Securities Act. 

(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuers, the Guarantors and PEPL
Holdings shall use their commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) have
such Exchange Offer Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Issuers, the Guarantors and PEPL Holdings shall commence the Exchange Offer
promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 365 days after the date hereof. 

The Issuers, the Guarantors and PEPL Holdings shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of
transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered
and not properly withdrawn will be accepted for exchange; 
 (ii) the dates of acceptance for exchange (which
shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); 
 (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;

 (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be
required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance
with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and 

  
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 (v) that any Holder will be entitled to withdraw its election, not later
than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of
Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the
Registrable Securities. 
 As a condition to participating in the Exchange Offer, a Holder will be required to represent to the
Issuers, the Guarantors and PEPL Holdings that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has no arrangement or
understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the
meaning of Rule 405 under the Securities Act) of any Issuer, any Guarantor or PEPL Holdings and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were
acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.

 As soon as practicable after the last Exchange Date, the Issuers, the Guarantors and PEPL Holdings shall: 

(I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to
the Exchange Offer; and 
 (II) deliver, or cause to be delivered, to the Trustee for cancellation all
Registrable Securities or portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the
Registrable Securities tendered by such Holder. 
 The Issuers, the Guarantors and PEPL Holdings shall use their commercially
reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. 
 (b) In the event that (i) the Issuers, the Guarantors and PEPL Holdings determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer
may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target
Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer,
the Issuers, the Guarantors and PEPL Holdings shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing
for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf
Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such
Holder to the Issuers as is contemplated by Section 3(b) hereof. 

  
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 In the event that the Issuers, the Guarantors and PEPL Holdings are required to file a Shelf
Registration Statement pursuant to clause (iii) of the preceding sentence, the Issuers, the Guarantors and PEPL Holdings shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration
Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and
sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. 
 The Issuers, the
Guarantors and PEPL Holdings agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (x) the first anniversary of the effective date of the Shelf Registration
Statement and (y) all of the Registrable Securities covered by such Shelf Registration Statement have been sold or otherwise cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Issuers, the Guarantors and
PEPL Holdings further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers
for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their
commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The
Issuers, the Guarantors and PEPL Holdings agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Issuers, the Guarantors and PEPL Holdings shall pay all Registration Expenses in connection with any registration pursuant to
Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared
effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 

If a Registration Default occurs, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for
the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration
Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition
thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or (3) in the case of a
Registration Default under clause (iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has
occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the
earliest such Registration Default occurred and ends on such next date that there is no Registration Default. 

  
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 (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Issuers, the Guarantors and PEPL Holdings acknowledge that any failure by the Issuers, the Guarantors or PEPL Holdings to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to
the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Issuers’, the Guarantors’ and PEPL Holdings’ obligations under Section 2(a) and Section 2(b) hereof. 

3. Registration Procedures. 
 (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Issuers, the Guarantors and PEPL Holdings shall as expeditiously as possible: 

(i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form
(A) shall be selected by the Issuers, the Guarantors and PEPL Holdings, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (C) shall comply as to form in
all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable efforts to cause such Registration Statement to become effective
and remain effective for the applicable period in accordance with Section 2 hereof; 
 (ii) prepare and file
with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus
to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(a)(3) of and Rule 174 under
the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 
 (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Issuers, the Guarantors or PEPL Holdings with the SEC in
accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed; 
 (iv) in
the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, to counsel for such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without
charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or
other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Issuers, the Guarantors and PEPL Holdings consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such
Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law; 

  
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 (v) use their commercially reasonable efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with
such Participating Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete the disposition in each
such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that the Issuers, the Guarantors and PEPL Holdings shall not be required to (1) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where they would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject themselves to taxation in any such jurisdiction if
they are not so subject; 
 (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf
Registration, notify each Participating Holder and counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become
effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of
any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective,
(3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuers of any
notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of any Issuer or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if
any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if any Issuer, any Guarantor or PEPL Holdings receives any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such
Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make
the statements therein not misleading and (6) of any determination by any Issuer, any Guarantor or PEPL Holdings that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing
Prospectus would be appropriate; 
 (vii) use their commercially reasonable efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such
Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder or Participating Holder of the withdrawal of any such order or such resolution; 

(viii) in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one conformed
copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); 

  
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 (ix) in the case of a Shelf Registration, cooperate with the Participating
Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered
in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities; 

(x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their commercially reasonable
efforts to prepare and file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus, Free Writing Prospectus, as the
case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Issuers, the
Guarantors and PEPL Holdings shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers known to the Issuers (in the case of an Exchange Offer Registration
Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable,
hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Issuers, the Guarantors and PEPL Holdings have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to
correct such misstatement or omission; 
 (xi) a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration
Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the
Participating Holders and their counsel) and make such of the representatives of the Issuers, the Guarantors and PEPL Holdings as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Participating Holders or their counsel) available for discussion of such document; and the Issuers, the Guarantors and PEPL Holdings shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus,
any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free
Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders and their counsel) shall not have previously been advised and furnished a copy or to which the
Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall object; provided, that this clause (xi) shall not apply to any filing by the Issuers, the
Guarantors or PEPL Holdings of any annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K with respect to matters unrelated to the Securities, the Registrable Securities and the Exchange Securities and the offering
or exchange therefor, unless such filing is incorporated by reference into any Shelf Registration Statement, any Prospectus included therein or any amendment or supplement to any of the foregoing; 

  
 -10-









 (xii) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the initial effective date of a Registration Statement; 
 (xiii)
cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required
to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
 (xiv) in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority in aggregate principal amount of the Securities held by the Participating Holders and any attorneys and accountants designated by such
Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Issuers, PEPL Holdings and their respective subsidiaries, and cause the respective officers, directors and
employees of the Issuers, the Guarantors and PEPL Holdings to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such
information is identified by any Issuer, any Guarantor or PEPL Holdings as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such
information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter; 

(xv) in the case of a Shelf Registration, use their commercially reasonable efforts to cause all Registrable Securities to
be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by any Issuer or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities
satisfy applicable listing requirements; 
 (xvi) if reasonably requested by any Participating Holder, promptly
include in a prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and make all required filings of such prospectus
supplement or such post-effective amendment as soon as the Issuers have received notification of the matters to be so included in such filing; 
 (xvii) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in
principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Issuers and their subsidiaries and the
Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm 

  
 -11-









 
the same if and when requested, (2) obtain opinions of counsel to the Issuers, the Guarantors and PEPL Holdings (which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Issuers, the Guarantors and PEPL Holdings (and, if necessary, any other registered public accountant of any subsidiary of
any Issuer, any Guarantor or PEPL Holdings, or of any business acquired by any Issuer, any Guarantor or PEPL Holdings for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to
each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort”
letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may be
reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Issuers and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; and 

(xviii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or
acquisition by the Partnership of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof
against such entity, to the Initial Purchasers no later than five Business Days following the execution thereof. 
 (b) In the
case of a Shelf Registration Statement, the Issuers may require each Holder of Registrable Securities to furnish to the Issuers a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such Holder
of such Registrable Securities as the Issuers, the Guarantors and PEPL Holdings may from time to time reasonably request in writing. 
 (c) Each Participating Holder agrees that, upon receipt of any notice from the Issuers, the Guarantors and PEPL Holdings of the happening of any event of the kind described in Section 3(a)(vi)(3) or
Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented
or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Issuers, the Guarantors and PEPL Holdings, such Participating Holder will deliver to the Issuers, the Guarantors and PEPL
Holdings all copies in its possession, other than permanent file copies then in such Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of
receipt of such notice. 
 (d) If the Issuers, the Guarantors and PEPL Holdings shall give any notice to suspend the disposition
of Registrable Securities pursuant to a Registration Statement, the Issuers, the Guarantors and PEPL Holdings shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of
days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing
Prospectus necessary to resume such dispositions. The Issuers, the Guarantors and PEPL Holdings may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and there shall not
be more than two suspensions in effect during any 365-day period. 

  
 -12-









 (e) The Participating Holders who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering. 
 4. Participation of Broker-Dealers in Exchange
Offer. 
 (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account
in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter”
within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 

The Issuers, the Guarantors and PEPL Holdings understand that it is the Staff’s position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers
or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under
the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 
 (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Issuers, the Guarantors and PEPL Holdings agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Issuers, the Guarantors and PEPL Holdings further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus
(or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4. 
 (c) The Initial Purchasers shall have no liability to any Issuer, any Guarantor, PEPL Holdings or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof.

 5. Indemnification and Contribution. 
 (a) Each Issuer and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers, PEPL Holdings,
the directors of PEPL Holdings and each officer of PEPL Holdings who signed the Registration Statement and each Person, if any, who controls any Initial Purchaser, any Holder and PEPL Holdings within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any
Prospectus, any Free Writing Prospectus or any “issuer information” 

  
 -13-









 
(“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to PEPL Holdings or any Initial Purchaser or information relating to any Holder furnished to the Issuers in writing
through J.P. Morgan or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, each Issuer and each Guarantor, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information. 

(b) PEPL Holdings agrees to indemnify and hold harmless the Issuers, the Guarantors, the directors of the Issuers and the Guarantors,
each officer of the Issuer and the Guarantors who signed the Registration Statement, each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls the Issuers, the Guarantors, any
Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to PEPL Holdings furnished to the
Issuers expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus (the “PEPL Holdings Information”). 
 (c) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors, PEPL Holdings, the Initial Purchasers and the other selling Holders, the directors of the
Issuers, the Guarantors and PEPL Holdings, each officer of the Issuers, the Guarantors and PEPL Holdings who signed the Registration Statement and each Person, if any, who controls the Issuers, the Guarantors, PEPL Holdings, any Initial Purchaser
and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims,
damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuers in
writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. 
 (d)
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to paragraphs (a), (b) or
(c) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraphs (a), (b) or (c) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraphs (a), (b) or
(c) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified
Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such


  
 -14-









 
proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying
Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm
(w) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan, (x) for any Holder, its directors and officers and any control Persons
of such Holder shall be designated in writing by the Majority Holders, (y) for PEPL Holdings shall be designated in writing by PEPL Holdings and (z) in all other cases shall be designated in writing by the Issuers. The Indemnifying Person
shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person
from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt
by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
 (e) If the indemnification provided for in paragraphs (a), (b), (c) and (d) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers, the Guarantors and PEPL Holdings from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuers, the Guarantors and PEPL Holdings on the one hand and the Holders on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Issuers, the Guarantors and PEPL Holdings on the one hand and the Holders on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers, the Guarantors and PEPL Holdings or by
the Holders and the 

  
 -15-









 
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding any of the foregoing provisions, (x) the
Issuers and the Guarantors shall not be required to contribute to any losses, claims, damages or liabilities arising out of, or based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with the PEPL Holdings Information and (y) PEPL Holdings shall not be required to contribute to any losses, claims, damages or liabilities, except for such losses, claims, damages or liabilities arising out of, or based upon, any
untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the PEPL Holdings Information. 
 (f) The Issuers, the Guarantors, PEPL Holdings and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified
Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or
Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
this Section 5 are several and not joint. 
 (g) The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
 (h) The
indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial
Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers, the Guarantors, PEPL Holdings or the officers or directors of or any Person controlling the Issuers, the Guarantors or PEPL
Holdings, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
 6. General. 
 (a) No Inconsistent Agreements. The Issuers, the
Guarantors and PEPL Holdings represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities
issued or guaranteed by any Issuer, any Guarantor or PEPL Holdings under any other agreement and (ii) the Issuers, the Guarantors and PEPL Holdings have not entered into, or on or after the date of this Agreement will not enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 
 (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Issuers, the Guarantors and PEPL Holdings have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such
amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 

  
 -16-









 (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Issuers by means of a notice given in
accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Issuers and the Guarantors, initially at the
Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) if to PEPL Holdings, initially at 3738 Oak Lawn
Avenue, Dallas, Texas 75219 and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier
guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuers, the Guarantors or PEPL Holdings with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e)
Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuers, the Guarantors and PEPL Holdings, on the one hand, and the Initial Purchasers, on the other hand, and shall have
the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 
 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. 
 (g) Headings. The headings in this
Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of
New York. 

  
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 (j) Entire Agreement; Severability. This Agreement contains the entire agreement
among the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. The Issuers, the Guarantors, PEPL Holdings and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close
as possible to that of the invalid, void or unenforceable provisions. 
 [Signature pages follow] 

  
 -18-









 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	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
	
	REGENCY GAS SERVICES LP
	
	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
		
	By:	 	/s/ Thomas E. Long
		 	  

		 	Name: Thomas E. Long
		 	Title: Vice President
	
	CDM RESOURCE MANAGEMENT LLC
	CDM RESOURCE MANAGEMENT I LLC
	FRONTSTREET HUGOTON LLC
	GULF STATES TRANSMISSION LLC
	REGENCY WESTERN G&P LLC
	REGENCY FIELD SERVICES LLC
	REGENCY GAS UTILITY LLC
	REGENCY HAYESVILLE INTRASTATE GAS LLC



  
 -19-










			
	REGENCY LIQUIDS PIPELINE LLC
	REGENCY MIDCONTINENT EXPRESS LLC
	REGENCY MIDSTREAM LLC
	REGENCY TEXAS PIPELINE LLC
	REGENCY RANCH JV LLC
	WGP-KHC, LLC
	        By: FrontStreet Hugoton LLC, its sole member
	ZEPHYR GAS SERVICES LLC
	ZEPHYR GAS SERVICES I 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
	
	REGENCY OLP GP LLC
		
	By:	 	/s/ Thomas E. Long
		 	Name: Thomas E. Long
		 	Title: Vice President



  
 -20-









 Confirmed and accepted as of the date first above written: 

PEPL HOLDINGS, LLC 
  

			
	By:	 	 /s/ Martin Salinas, Jr.

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


  
 -21-









 Confirmed and accepted as of the date first above written: 

J.P. MORGAN SECURITIES LLC 
 For itself and on
behalf of the 
 several Initial Purchasers 
  

			
	By:	 	 /s/ Jack Smith

		 	Authorized Signatory


  
 -22-









 Schedule 1 
 Initial Guarantors 
 CDM Resource Management LLC 

CDM Resource Management I LLC 
 FrontStreet
Hugoton LLC 
 Gulf States Transmission LLC 
 Pueblo Holdings, Inc. 
 Pueblo Midstream Gas Corporation 

Regency Field Services LLC 
 Regency Gas Services
LP 
 Regency Gas Utility LLC 
 Regency
Haynesville Intrastate Gas LLC 
 Regency Liquids Pipeline LLC 
 Regency Midcontinent Express LLC 
 Regency Midstream LLC 

Regency OLP GP LLC 
 Regency Ranch JV LLC

 Regency Texas Pipeline LLC 
 Regency
Western G&P LLC 
 WGP-KHC, LLC 

Zephyr Gas Services LLC 
 Zephyr Gas Services I
LLC 







 Annex A 
 Counterpart to Registration Rights Agreement 
 The undersigned hereby
absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated April 30, 2013 by and among Regency Energy Partners LP, a Delaware limited partnership, Regency Energy Finance Corp., a
Delaware corporation, the guarantors party thereto, PEPL Holdings, LLC, a Delaware limited liability company, and J.P. Morgan Securities LLC, on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed this counterpart as of
            , 201    . 
  

			
	[GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title: