EX-4.6



 Exhibit 4.6 

FIFTH SUPPLEMENTAL INDENTURE 

This Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 21, 2014, is
by and among Regency Energy Partners LP, a Delaware limited partnership (“Regency”), Regency Energy Finance Corp., a Delaware corporation (“Regency Finance” and, together with Regency, the
“Successor Entities”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as trustee under each of the 2018 Indenture, 2020 Indenture and
2021 Indenture referred to below (the “Trustee”).  
 WITNESSETH 

WHEREAS, PVR Partners, L.P., a Delaware limited partnership (“PVR Partners”), and Penn Virginia Resource Finance
Corporation, a Delaware corporation (“PVR Finance”), have duly issued 8 1⁄4% Senior Notes due 2018 (the “2018
Notes”) in an aggregate principal amount of $300,0000,000, pursuant to an Indenture (the “Base Indenture”) dated as of April 27, 2010, by and among PVR Partners, PVR Finance, the guarantors party thereto and
the Trustee, as amended and supplemented by the First Supplemental Indenture dated as of April 27, 2010, and the Third Supplemental Indenture dated as of May 17, 2012 (the Base Indenture as so amended and supplemented, the “2018
Indenture”); 
 WHEREAS, PVR Partners and Penn Virginia Resource Finance Corporation II, a Delaware corporation
(“PVR Finance II”), have duly issued (i) 8 3⁄8% Senior Notes due 2020 (the “2020 Notes”) in an aggregate
principal amount of $600,000,000, pursuant to the Base Indenture, as amended and supplemented by the Second Supplemental Indenture dated as of May 17, 2012 (the Base Indenture as so amended and supplemented, the “2020
Indenture”), and (ii) 6 1⁄2% Senior Notes due 2021 (the “2021 Notes” and, together with the 2018 Notes and the 2020
Notes, the “Notes”) in an aggregate principal amount of $400,000,000, pursuant to the Base Indenture, as amended and supplemented by the Fourth Supplemental Indenture dated as of May 9, 2013 (the Base Indenture, as so
amended and supplemented, the “2021 Indenture”); 
 WHEREAS, the Notes are the only series of securities outstanding
under the 2018 Indenture, 2020 Indenture and 2021 Indenture on the date hereof; 
 WHEREAS, Regency, together with RVP LLC and Regency GP
LP, has entered into that certain Agreement and Plan of Merger, dated as of October 9, 2013, as amended by Amendment No. 1 thereto, dated as of November 7, 2013, with PVR Partners and PVR GP, LLC, pursuant to which PVR Partners will
be merged with and into Regency (the “PVR Merger”), with Regency surviving the PVR Merger; 
 WHEREAS, PVR Finance
and PVR Finance II have entered into that certain Agreement and Plan of Merger, dated as of March 21, 2014, with Regency Finance, pursuant to which each of PVR Finance and PVR Finance II will merge with and into Regency Finance (the
“Finance Merger” and, together with the PVR Merger, the “Mergers”), with Regency Finance surviving the Finance Merger; 







 WHEREAS, Section 5.01(a) of each of the 2018 Indenture, 2020 Indenture and 2021 Indenture
provides that the Issuers may consolidate with or merge into any other Person if, among other things, the Person into which such Issuer is consolidated with or merged into expressly assumes, by an indenture supplemental thereto, executed and
delivered to the Trustee, such Issuer’s obligations under the 2018 Indenture, 2020 Indenture and 2021 Indenture, as applicable; 

WHEREAS, Section 9.01 of each of the 2018 Indenture, 2020 Indenture and 2021 Indenture provides that, without the consent of any Holders,
the Issuers, the Subsidiary Guarantors and the Trustee may enter into an indenture supplemental thereto to evidence the succession of another person to provide for the assumption of an Issuer’s obligations to the Holders of the 2018 Notes, 2020
Notes and 2021 Notes, as applicable, in the case of a merger; 
 WHEREAS, the Successor Entities and the Subsidiary Guarantors desire and
have requested the Trustee to join with the Successor Entities and the Subsidiary Guarantors in entering into this Supplemental Indenture for the purpose of evidencing (i) the assumption by Regency of PVR Partners’ obligations to the
Holders of the Notes under the 2018 Indenture, 2020 Indenture and 2021 Indenture, as the case may be, and (ii) the assumption by Regency Finance of PVR Finance’s obligations to the Holders of the 2018 Notes under the 2018 Indenture and of
PVR Finance II’s obligations to the Holders of the 2020 Notes and 2021 Notes under the 2020 Indenture and 2021 Indenture, respectively; 

WHEREAS, the Successor Entities have delivered to the Trustee a Joint Officers’ Certificate and an Opinion of Counsel, each stating that
the Mergers and this Supplemental Indenture comply with Article 5 of the 2018 Indenture, 2020 Indenture and 2021 Indenture, as applicable, and that all conditions precedent provided therein relating to the Mergers and the execution and delivery of
this Supplemental Indenture have been complied with; 
 WHEREAS, the Successor Entities have been authorized by Board Resolutions or
equivalent corporate or partnership action, as applicable, to enter into this Supplemental Indenture; 
 WHEREAS, pursuant to
Section 9.01 of the 2018 Indenture, 2020 Indenture and 2021 Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture by the Successor Entities to make
this Supplemental Indenture valid and binding on the Successor Entities have been complied with or have been done or performed. 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Successor Entities, the Subsidiary Guarantors and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the 2018 Notes, 2020 Notes and 2021 Notes as follows: 
 ARTICLE ONE 

Section 1.01. CAPITALIZED TERMS. Terms used herein and not defined herein shall have the meanings assigned to them in the 2018 Indenture,
2020 Indenture and 2021 Indenture, as applicable. 

  
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 ARTICLE TWO 

Section 2.01. EFFECTIVENESS OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture shall become effective as of the date hereof upon its
execution by the Successor Entities, the subsidiary guarantors party hereto and the Trustee. 
 Section 2.02. ASSUMPTION OF
OBLIGATIONS. Regency hereby expressly assumes the obligations of PVR Partners under the 2018 Indenture, 2020 Indenture and 2021 Indenture, the Notes and any applicable registration statement to be performed or observed. Regency Finance hereby
expressly assumes the obligations of PVR Finance under the 2018 Indenture to be performed or observed and PVR Finance II under the 2020 Indenture, and 2021 Indenture, the Notes and any applicable registration statement to be performed or observed.

 Section 2.03. CONFIRMATION OF GUARANTEE. The Subsidiary Guarantors hereby confirm that their Guarantees shall apply to the
obligations of the Successor Entities in accordance with the Notes and each of the 2018 Indenture, 2020 Indenture and 2021 Indenture. 

Section 2.04. NOTICES. All notices or other communications to the Successor Entities shall be given as provided in the 2018 Indenture,
2020 Indenture and 2021 Indenture addressed as follows: 
 Regency Energy Partners LP 

Regency Energy Finance Corp. 

2001 Bryan Street, Suite 3700 

Dallas, Texas 75201 
 Attn: Chief
Legal Officer 
 Facsimile: (214) 750-1749 

ARTICLE THREE 

Section 3.01. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE. Each of the 2018 Indenture, 2020 Indenture and 2021 Indenture, as
supplemented by this Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the
Successor Entities, the Subsidiary Guarantors and the Trustee, this Supplemental Indenture shall form a part of each of the 2018 Indenture, 2020 Indenture and 2021 Indenture for all purposes, and the Successor Entities, the Subsidiary Guarantors,
the Trustee and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the 2018 Indenture, 2020 Indenture or 2021 Indenture, whether within such indenture or in any notice,
certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall require otherwise. 

  
 3 








 Section 3.02. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.03. THE TRUSTEE. The Trustee shall not be responsible in any manner
for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which are made by the Successor Entities and the Subsidiary Guarantors and the Trustee
assumes no responsibility for their correctness. 
 Section 3.04. SUCCESSORS. All covenants and agreements of the Trustee in this
Supplemental Indenture shall bind its successors and assigns. All covenants and agreements of the Successor Entities and the Subsidiary Guarantors in this Supplemental Indenture shall bind their successors and assigns. 

Section 3.05. 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic format (i.e. “pdf” or “tif”) transmission shall
constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
electronic format (i.e. “pdf” or “tif”) shall be deemed to be their original signatures for all purposes. 

Section 3.06. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

Section 3.07. SEVERABILITY. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Supplemental Indenture or the 2018 Indenture, 2020 Indenture and 2021 Indenture shall not in any way be affected or impaired thereby. This Supplemental Indenture is subject to the
provisions of the Trust Indenture Act that are required to be part of the 2018 Indenture, 2020 Indenture and 2021 Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of this Supplemental Indenture limits,
qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control. 

[Signature Pages Follow] 

  
 4 








 IN WITNESS WHEREOF, each of the undersigned has caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	SUCCESSOR ENTITIES:
	
	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


 Signature Page to Fifth Supplemental Indenture 







 
			
	SUBSIDIARY GUARANTORS
	
	PVR FINCO LLC
		
	By:	 	Regency Energy Partners LP, its sole member
		
	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
	
	PENN VIRGINIA OPERATING CO., LLC
	PVR MIDSTREAM LLC
		
	By:	 	PVR FINCO LLC, their sole member
		
	By:	 	Regency Energy Partners LP, its sole member
		
	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


 Signature Page to Fifth Supplemental Indenture 







 
			
	CONNECT ENERGY SERVICES, LLC
	CONNECT GAS PIPELINE LLC
	PVR GAS PIPELINE, LLC
	PVR GAS PROCESSING, LLC
	PVR HYDROCARBONS LLC
	PVR LAVERNE GAS PROCESSING LLC
	PVR MARCELLUS GAS GATHERING, LLC
	PVR GAS GATHERING, LLC
		
	By:	 	PVR MIDSTREAM LLC, their sole member
		
	By:	 	PVR FINCO LLC, its sole member
		
	By:	 	Regency Energy Partners LP, its sole member
		
	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


 Signature Page to Fifth Supplemental Indenture 







 
			
	PVR WATER SERVICES, LLC
	PVR NEPA GAS GATHERING, LLC
	
	By: PVR MARCELLUS GAS GATHERING, LLC, their sole member
		
	By:	 	PVR MIDSTREAM LLC, its sole member
		
	By:	 	PVR FINCO LLC, its sole member
		
	By:	 	Regency Energy Partners LP, its sole member
		
	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


 Signature Page to Fifth Supplemental 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, their sole member
		
	By:	 	PVR FINCO LLC, its sole member
		
	By:	 	Regency Energy Partners LP, its sole member
		
	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


 Signature Page to Fifth Supplemental Indenture 







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

	Name:	 	John Stohlmann
	Title:	 	Vice President


 Signature Page to Fifth Supplemental Indenture