EX-4.2



 Exhibit 4.2 

REGENCY ENERGY PARTNERS LP 
 (AS
SUCCESSOR BY MERGER TO PVR PARTNERS, L.P.) 
 REGENCY ENERGY FINANCE CORP. 

(AS SUCCESSOR BY MERGER TO PENN VIRGINIA RESOURCE FINANCE CORPORATION II) 

and 
 the Subsidiary Guarantors
named herein 
  
  

8.375% Senior Notes due 2020 

6.500% Senior Notes due 2021 
  

 
 EIGHTH
SUPPLEMENTAL INDENTURE 
 DATED AS OF NOVEMBER 24, 2014 
  

 
 WELLS FARGO
BANK, N.A., 
 Trustee 
  

 
 This EIGHTH
SUPPLEMENTAL INDENTURE, dated as of November 24, 2014, is among Regency Energy Partners LP, a Delaware limited partnership (as successor by merger to PVR Partners, L.P., a Delaware limited partnership) (the
“Partnership”), Regency Energy Finance Corp., a Delaware corporation (as successor by merger to Penn Virginia Resource Finance Corporation II, a Delaware corporation) (“Finance Co.” and, together with
the Partnership, the “Issuers”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature pages hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank,
N.A., a national banking association, as Trustee. 
 RECITALS 

WHEREAS, the Issuers, the Subsidiary Guarantors party thereto and the Trustee entered into an Indenture, dated as of April 27, 2010, as
supplemented by the Second Supplemental Indenture, dated as of May 17, 2012, Fourth Supplemental Indenture, dated as of May 9, 2013 Fifth Supplemental Indenture, dated as of March 21, 2014, Sixth Supplemental Indenture, dated as of
April 18, 2014, and Seventh Supplemental Indenture, dated as of July 25, 2014 (as so supplemented, the “Indenture”), pursuant to which the Issuers have issued $600,000,000 in aggregate principal amount of 8.375%
Senior Notes due 2020 and $400,000,000 in aggregate principal amount of 6.500% Senior Notes due 2021 (collectively, the “Notes”); 







 WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary
Guarantors and the Trustee may amend or supplement the Indenture in order to add the New Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of the Holders of the Notes; and 

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable
constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its
terms, have been duly done and performed; 
 NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

ARTICLE 1 
 Section 1.01.
This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the
Subsidiary Guarantors and the Trustee. 
 ARTICLE 2 

From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Subsidiary Guarantors whose signatures
appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder. 
 ARTICLE 3 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis
mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect
as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 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 the Subsidiary Guarantors and the Issuers. 

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


  
 2 








 Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 
 [Signature pages
follow] 

  
 3 








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

					
	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



  
 [Signature Page to
Eighth Supplemental Indenture] 








 
					
	SUBSIDIARY GUARANTORS
		
		 	NEW GUARANTORS
	
	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
		
		 	EXISTING GUARANTORS
	
	REGENCY OLP GP LLC
		
	By:	 	 /s/ Thomas E. Long

		 	Name:	 	Thomas E. Long
		 	Title:	 	Vice President



  
 [Signature Page to
Eighth Supplemental Indenture] 








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

		 	Name:	 	Thomas E. Long
		 	Title:	 	Vice President
	
	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



  
 [Signature Page to
Eighth Supplemental Indenture] 








 
					
	PUEBLO MIDSTREAM GAS CORPORATION
	RGP WESTEX GATHERING INC.
	WEST TEXAS GATHERING COMPANY
		
	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



  
 [Signature Page to
Eighth Supplemental Indenture] 








 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	as Trustee
		
	By:	 	 /s/ Patrick Giordano

		 	Name:	 	Patrick Giordano
		 	Title:	 	Vice President



  
 [Signature Page to
Eighth Supplemental Indenture]