EX-4.5



 Exhibit 4.5 

FIRST SUPPLEMENTAL INDENTURE 

First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 24, 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 (the “Indenture”), dated as of July 1,
2014 providing for the issuance of 8.375% Senior Notes due 2019 (the “Notes”); 
 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 pages follow] 







 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
	
	 CDM HOLDINGS LLC

		 	By:	 	CDM Resource Management LLC, its sole member
	 CMA PIPELINE PARTNERSHIP, LLC

	 GALVESTON BAY GATHERING, LLC

	 HESCO GATHERING COMPANY, LLC

	 HESCO PIPELINE COMPANY, LLC

	 MIDSTREAM GAS SERVICES LLC

	 REGENCY CRUDE MARKETING LLC

	 REGENCY DESOTO PIPELINE LLC

	 REGENCY DESOTO-HESCO SERVICES LLC

	 REGENCY ERCP LLC

	 REGENCY GOM LLC

	 REGENCY MI VIDA LLC

	 REGENCY QUITMAN GATHERING LLC

	 REGENCY UTICA HOLDCO LLC

	 REGENCY VAUGHN GATHERING LLC

	 SUPERIOR GAS COMPRESSION, LLC

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

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

		 	Name:	 	Thomas E. Long
		 	Title:	 	Executive Vice President and Chief
		 		 	Financial Officer


  

  
 First Supplemental
Indenture to 
 Wells Fargo July 2014 Indenture 








 
					
	 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



  
 First Supplemental
Indenture to 
 Wells Fargo July 2014 Indenture 








 
					
	 CDM RESOURCE MANAGEMENT LLC

	 CONNECT GAS PIPELINE LLC

	 FRONTSTREET HUGOTON LLC

	 GULF STATES TRANSMISSION LLC

	 PENN VIRGINIA OPERATING CO., LLC

	 PVR MIDSTREAM JV HOLDINGS LLC

	 REGAL MIDSTREAM LLC

	 REGENCY FIELD SERVICES LLC

	 REGENCY GAS UTILITY LLC

	 REGENCY HAYNESVILLE INTRASTATE GAS LLC

	 REGENCY HYDROCARBONS LLC

	 REGENCY LAVERNE LLC

	 REGENCY LIQUIDS PIPELINE LLC

	 REGENCY MARCELLUS GAS GATHERING LLC

	 REGENCY MIDCONTINENT EXPRESS LLC

	 REGENCY MIDSTREAM LLC

	 REGENCY NEPA GAS GATHERING LLC

	 REGENCY PIPELINE LLC

	 REGENCY RANCH JV LLC

	 REGENCY TEXAS PIPELINE LLC

	 REGENCY UTICA GAS GATHERING LLC

	 RGP MARKETING LLC

	 RGU WEST LLC

	 RHEP CRUDE 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 MIDSTREAM GAS CORPORATION
	RGP WESTEX GATHERING INC.
	WEST TEXAS GATHERING COMPANY
		
	By:	 	 /s/ Thomas E. Long

		 	Name:	 	Thomas E. Long
		 	Title:	 	Vice President



  
 First Supplemental
Indenture to 
 Wells Fargo July 2014 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, 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
	
	TRUSTEE
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Patrick Giordano

		 	Authorized Signatory



  
 First Supplemental
Indenture to 
 Wells Fargo July 2014 Indenture 








 Schedule A 
  

			
	 Entity
	  	 Jurisdiction of Incorporation

	CDM Holdings LLC	  	                        Delaware
	CMA Pipeline Partnership, LLC	  	                        Texas
	Galveston Bay Gathering, LLC	  	                        Texas
	Hesco Gathering Company, LLC	  	                        Texas
	Hesco Pipeline Company, LLC	  	                        Texas
	Midstream Gas Services LLC	  	                        Delaware
	Regency Crude Marketing LLC	  	                        Delaware
	Regency DeSoto Pipeline LLC	  	                        Delaware
	Regency DeSoto-Hesco Services LLC	  	                        Texas
	Regency ERCP LLC	  	                        Delaware
	Regency GOM LLC	  	                        Texas
	Regency Mi Vida LLC	  	                        Delaware
	Regency Quitman Gathering LLC	  	                        Delaware
	Regency Utica Holdco LLC	  	                        Delaware
	Regency Vaughn Gathering LLC	  	                        Texas
	Superior Gas Compression, LLC	  	                        Texas