Resources Connection 10-Q 2014 Q1 Quarterly report

EIGHTH SUPPLEMENTAL INDENTURE

Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 28, 2014, among, RHEP Crude LLC, a Texas limited liability company (the “Guaranteeing Subsidiary”), Regency Energy Partners LP, a Delaware limited partnership (“Regency Energy Partners”), 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 U.S. 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 October 27, 2010, as amended and supplemented by the First Supplemental Indenture dated as of October 27, 2010, providing for the issuance of the 6⁷/₈% Senior Notes due 2018 (the “2018 Notes”), by a Second Supplemental Indenture, dated as of May 24, 2011, providing for the addition of certain subsidiary guarantors, by a Third Supplemental Indenture dated as of May 26, 2011, providing for the issuance of the 6¹/₂% Senior Notes due 2021 (the “2021 Notes”), by the Fourth Supplemental Indenture dated as of May 22, 2012, providing for the addition of certain subsidiary guarantors, by the Fifth Supplemental Indenture dated as of October 2, 2012, providing for the issuance of the 5¹/₂% Senior Notes due 2023 (the “2023 Notes” and, together with the 2018 Notes and the 2021 Notes, the “Notes”), by the Sixth Supplemental Indenture dated as of August 15, 2013, providing for the addition of certain subsidiary guarantors and by the Seventh Supplemental Indenture dated as of February 10, 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 Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); 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, the 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. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article XIV 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 Interest of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or the 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 the 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 SUBSIDIARY

RHEP CRUDE 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 LPBy:    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 GUARANTORSREGENCY OLP GP LLC

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

Eighth Supplemental Indenture

To U.S. Bank Indenture

REGENCY GAS SERVICES LPBy:    Regency OLP GP LLC, its general partner

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

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

Eighth Supplemental Indenture

To U.S. Bank Indenture

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: /s/ U.S. Bank National Association     Authorized Signatory

Eighth Supplemental Indenture

To U.S. Bank Indenture