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SEC Filings
SOUTHERN UNION CO filed this Form 8-K on 06/26/2013
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Exhibit 4.3


THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of June 24, 2013, between Southern Union Company, a Delaware (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) , a national banking association, as trustee (the “Trustee”).


WHEREAS, the Company has heretofore executed and delivered to the Trustee a Base Indenture, dated as of May 10, 1995 (the “Base Indenture”), and the Second Supplemental Indenture, dated October 23, 2006 ( together with the Base Indenture, as heretofore amended or supplemented, the “Indenture”) providing for the issuance of the Company’s 7.20% 2006 Series A Junior Subordinated Notes due November 1, 2066 (the “Notes”);

WHEREAS, Section 902 of the Indenture provides that, subject to certain conditions, with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of any series, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into supplemental indentures for the purpose of changing in any manner or eliminating any of the provisions of the Indenture which affect such series of Securities or of modifying in any manner the rights of Holders of Securities under the Indenture;

WHEREAS, Holders of a majority in aggregate principal amount of Notes outstanding have consented to the amendments to the Indenture set forth below in this Third Supplemental Indenture;

WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate as well as an Opinion of Counsel to the effect that the execution and delivery of this Third Supplemental Indenture by the Company is authorized or permitted under the Indenture;

WHEREAS, the Company is undertaking to execute and deliver this Third Supplemental Indenture to amend or eliminate certain terms and covenants in the Indenture in connection with the Offering Memorandum and Consent Solicitation Statement of the Company dated as of May 16, 2013, and any amendments, modifications or supplements thereto (the “Exchange Offer and Consent Solicitation”);

WHEREAS, the Company has been authorized by Board Resolutions to enter into this Third Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Third Supplemental Indenture by the Company and to make this Third Supplemental Indenture valid and binding on the Company have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 902 of the Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.

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