RGP-3.31.14-EX_4.13




FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 18, 2014, among the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), and Regency Energy Finance Corp. (“Finance Corp.” and, together with Regency Energy Partners, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of September 11, 2013, as amended by the First Supplemental Indenture, dated as of September 11, 2013, providing for the issuance of 53/4% Senior Notes due 2020 (the “2020 Notes”), the Second Supplemental Indenture, dated as of February 10, 2014, providing for the addition of certain subsidiary guarantors, the Third Supplemental Indenture, dated as of February 10, 2014, providing for the issuance of 57/8% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Notes”), and the Fourth Supplemental Indenture, dated as of March 28, 2014, providing for the addition of a subsidiary guarantor (as so amended and supplemented, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantees”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.    Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.    Agreement to Guarantee.  Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantees and in the Indenture including but not limited to Article 10 thereof.











3.    No Recourse Against Others.  No past, present or future director, officer, partner, member, employee, incorporator, manager or unit holder or other owner of Equity Interests of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
4.    NEW YORK LAW TO GOVERN.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5.    Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
6.    Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuers.
[Signature page follows]













IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
GUARANTEEING SUBSIDIARIES


PVR MIDSTREAM JV HOLDINGS LLC 
REGENCY HYDROCARBONS LLC 
REGENCY LAVERNE LLC 
CONNECT GAS PIPELINE LLC 
REGENCY PIPELINE LLC 
REGENCY UTICA GAS GATHERING LLC 
REGENCY MARCELLUS GAS GATHERING LLC 
REGENCY NEPA GAS GATHERING LLC 
PENN VIRGINIA OPERATING CO., 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


DULCET ACQUISITION LLC 
FIELDCREST RESOURCES LLC 
K RAIL LLC 
KANAWHA RAIL LLC 
LJL, LLC 
LOADOUT LLC 
SUNCREST RESOURCES LLC 
TONEY FORK LLC
		
	By:
	Penn Virginia Operating Co., LLC, its sole member


		
	By:
	Regency Gas Services LP, its sole member


		
	By:
	Regency OLP GP LLC, its general partner


		
	By:
	/s/ Thomas E. Long     
Name:    Thomas E. Long 
Title:    Vice President



Fifth Supplemental Indenture to
Wells Fargo September 2013 Indenture










ISSUERS
REGENCY ENERGY PARTNERS LP 
 
By:    Regency GP LP, its general partner 
 
By:    Regency GP LLC, its general partner
		
	By:
	/s/ Thomas E. Long     
Name:    Thomas E. Long 
Title:    Executive Vice President and 
    Chief Financial Officer


REGENCY ENERGY FINANCE CORP.
		
	By:
	/s/ Thomas E. Long     
Name:    Thomas E. Long 
Title:    Vice President


EXISTING GUARANTORS 
 
REGENCY OLP GP LLC
		
	By:
	/s/ Thomas E. Long     
Name:    Thomas E. Long 
Title:    Vice President


REGENCY GAS SERVICES LP 
 
By:    Regency OLP GP LLC, its general partner
		
	By:
	/s/ Thomas E. Long     
Name:    Thomas E. Long 
Title:    Vice President



Fifth Supplemental Indenture to
Wells Fargo September 2013 Indenture








CDM RESOURCE MANAGEMENT LLC
FRONTSTREET HUGOTON LLC
GULF STATES TRANSMISSION LLC
REGAL MIDSTREAM LLC
REGENCY FIELD SERVICES LLC
REGENCY GAS UTILITY LLC
REGENCY HAYNESVILLE INTRASTATE GAS 
    LLC
REGENCY HEP LLC
REGENCY LIQUIDS PIPELINE LLC
REGENCY MIDCONTINENT EXPRESS LLC
REGENCY MIDSTREAM LLC
REGENCY TEXAS PIPELINE LLC
REGENCY RANCH JV LLC
RGP MARKETING LLC
RGU WEST LLC
WGP-KHC, LLC
By:  FrontStreet Hugoton LLC, 
              its sole member


By:    Regency Gas Services LP, its sole member 
 
By:    Regency OLP GP LLC, its general partner
		
	By:
	/s/ Thomas E. Long     
Name:    Thomas E. Long 
Title:    Vice President


PUEBLO HOLDINGS, INC. 
PUEBLO MIDSTREAM GAS CORPORATION
RGP WESTEX GATHERING INC.
WEST TEXAS GATHERING COMPANY
		
	By:
	/s/ Thomas E. Long     
Name:    Thomas E. Long 
Title:    Vice President







Fifth Supplemental Indenture to
Wells Fargo September 2013 Indenture


















WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:
	/s/ Wells Fargo      
Name:     
Title:    



Fifth Supplemental Indenture to
Wells Fargo September 2013 Indenture










Schedule A


	
		
	Entity
	Jurisdiction of Incorporation

	PVR Midstream JV Holdings LLC
	Delaware

	Regency Hydrocarbons LLC
	Oklahoma

	Regency Laverne LLC
	Oklahoma

	Connect Gas Pipeline LLC
	Delaware

	Regency Pipeline LLC
	Delaware

	Regency Utica Gas Gathering LLC
	Delaware

	Regency Marcellus Gas Gathering LLC
	Delaware

	Regency NEPA Gas Gathering LLC
	Texas

	Penn Virginia Operating Co., LLC
	Delaware

	Dulcet Acquisition LLC
	Delaware

	Fieldcrest Resources LLC
	Delaware

	K Rail LLC
	Delaware

	Kanawha Rail LLC
	Virginia

	LJL, LLC
	West Virginia

	Loadout LLC
	Delaware

	Suncrest Resources LLC
	Delaware

	Toney Fork LLC
	Delaware