exhibit10_1.htm


    
      

    

     

     

    
      Exhibit
        10.1

      


      SECOND
        AMENDMENT TO

      FOURTH
        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

      


      


      THIS
        SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
        (the
“Amendment”) is made effective as of October 19, 2007, by and among SOUTHERN
        UNION COMPANY, a Delaware corporation (the “Borrower”), the financial
        institutions listed on the signature pages of the Credit Agreement (as
        hereinafter defined) (individually the “Bank” and collectively the “Banks”) and
        JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”), in its
        capacity as agent (the “Agent”) for the Banks.

      


      RECITALS:

      


      WHEREAS,
        the Borrower, the Banks and the Agent have executed a certain Fourth Amended
        and
        Restated Revolving Credit Agreement dated effective September 29, 2005, as
        amended pursuant to the terms of that certain First Amendment to Fourth Amended
        and Restated Revolving Credit Agreement dated effective February 27, 2006,
        executed by the Borrower, the Majority Banks and the Agent (collectively
        the
“Credit Agreement”); and

      


      WHEREAS,
        the Majority Banks, the Agent and the Borrower desire to further amend the
        Credit Agreement in certain respects.

      


      NOW,
        THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
        consideration the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree as follows:

      AGREEMENTS:

      


      1.           Amendment
        of Debt Negative Covenant.   Sections 10.3(a)
        and 10.3(g) of the Credit Agreement are hereby amended and restated in
        their entirety to hereafter be 

      and
        read
        as follows:

      


      (a)           Debt
        evidenced by the Notes or the Facility Letter of Credit Obligations, or
        outstanding under any Equity-Preferred Securities (to the extent the same
        constitutes Debt) not in default, as well as (i) Debt of Panhandle Eastern
        and/or any of its Subsidiaries, so long as such Debt is otherwise permitted
        under Section 10.3(g), and (ii) any loans or advances by the Borrower to
        Panhandle Eastern and/or any of the Borrower’s other Subsidiaries permitted
        under Section 10.4(b).

      


      (g)           additional
        Debt of the Borrower, Structured Securities of the Borrower and the Southern
        Union Trusts, and additional Debt of Panhandle Eastern and/or any of Panhandle
        Eastern’s Subsidiaries, provided that after giving effect to the issuance
        thereof, there shall exist no Default or Event of Default; and (i) the ratio
        of
        Consolidated Total Indebtedness to Consolidated Total Capitalization shall
        be no
        greater than 0.65 to 1.00 at all times; (ii) the ratio of EBDIT for the four
        fiscal quarters most recently ended to pro forma Cash Interest Expense for
        the
        following four fiscal quarters shall be no less than 2.00 to 1.0 at all times;
        provided, however, that if the additional Debt for which the
        determinations required to be made by this subparagraph (g) will be used
        to
        finance in whole or in part the consideration to be paid by the Borrower
        for the
        acquisition of any entity otherwise permitted under the terms of this Agreement,
        the determination of EBDIT for purposes of this ratio shall include not only
        the
        EBDIT of the Borrower and its Subsidiaries for the four fiscal quarters most
        recently ended, but shall also include the EBDIT of such entity to be acquired
        for such four fiscal quarters most recently ended; and (iii) (A) such Debt
        and
        Structured Securities shall have a final maturity or mandatory redemption
        date,
        as the case may be, no earlier than the Maturity Date and shall mature or
        be
        subject to mandatory redemption or mandatory defeasance no earlier than the
        Maturity Date (as so extended) and shall be subject to no mandatory redemption
        or “put” to the Borrower, any Southern Union Trust, Panhandle Eastern or any of
        Panhandle Eastern’s Subsidiaries exercisable, or sinking fund or other similar
        mandatory principal payment provisions that require payments to be made toward
        principal, prior to such Maturity Date (as so extended); or (B) (x) such
        additional Debt shall have a final maturity date prior to the Maturity Date,
        (y)
        such additional Debt shall not exceed Two Hundred Fifty Million Dollars
        ($250,000,000.00) in the aggregate plus Twenty Million Dollars ($20,000,000.00)
        of reimbursement obligations incurred in connection with Non-Facility Letters
        of
        Credit issued by a Bank or Banks or by any other financial institution, and
        (z)
        such additional Debt shall be borrowed from a Bank or Banks as a loan or
        loans
        arising independent of this Agreement or shall be borrowed from a financial
        institution that is not a Bank under this Agreement.

      


      2.           Amendment
        of Addresses for Notices.  Section 13.4 of the
        Credit Agreement is hereby amended and restated in its entirety to hereafter
        be
        and read as follows:

      


      13.4           Notices.
          All notices and other communications provided for herein
        shall be in writing (including telex, facsimile, or cable communication)
        and
        shall be mailed, telecopied, telexed, cabled or delivered addressed as
        follows:

       

      (a)         If
        to the Borrower, to it
        at:                Southern
        Union Company

      5444
        Westheimer Road

      Houston,
        Texas 77056

      Attention:  Mr.
        Richard N. Marshall

      Fax:  (713)
        989-1166

      


      (b)         If
        to the Agent, to it
        at:                     JPMorgan
        Chase Bank, N.A.

      MC
        TX38211

      221
        W.
        6th Street,
        2nd
        Floor

      Austin,
        Texas  78701

      
        Attention:  Manager/Commercial
          Lending

      

                                         
Fax:  (512)
        479-2814


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      with
        a copy
        to:                                     JPMorgan
        Chase Bank, N.A.

      Loan
        and Agency Services

      1111
        Fannin, Floor 10

      Houston,
        Texas  77002

      Attention:
        Rosemarie
        Salvacion

      Fax:  (713)
        427-6307

      


      and
        if to
        any Bank, at the address specified below its name on the signature pages
        hereof,
        or as to the Borrower or the Agent, to such other address as shall be designated
        by such party in a written notice to the other party and, as to each other
        party, at such other address as shall be designated by such party in a written
        notice to the Borrower and the Agent.  All such notices and
        communications shall, when mailed, telecopied, telexed, transmitted, or cabled,
        become effective when deposited in the mail, confirmed by telex answer back,
        transmitted to the telecopier, or delivered to the cable company, except
        that
        notices and communications to the Agent under Sections 2.1(c) or 2.2 shall
        not
        be effective until actually received by the Agent.

      


      3.           Other
        Sections.  Except as expressly amended by this Amendment,
        the provisions of the Credit Agreement and the Notes shall remain in full
        force
        and effect, and the Borrower acknowledges and reaffirms its liability to
        the
        Banks thereunder.  In the event of any inconsistency between this
        Amendment and the terms of the Credit Agreement or the Notes, this Amendment
        shall govern.

      


      4.           Representations
        and Warranties.  The Borrower represents and warrants to
        the Banks as of the Borrower’s execution of this Amendment and as of the
        effective date hereof that:

      


      a.  ­Representations
        and Warranties.  The representations and warranties contained in
Section 7 of the Credit Agreement, as amended hereby, are true and
        correct, and no Default or Event of Default has occurred and is
        continuing.

      


      b.  ­Corporate
        Power and Authorization.  The Borrower is duly authorized and
        empowered to execute, deliver and perform its obligations under this Amendment
        and to make the borrowings provided for in the Credit Agreement, and all
        requisite corporate action on the Borrower’s part for the due execution,
        delivery and performance of this Amendment has been duly and effectively
        taken.

      


      c.  ­Binding
        Obligations.  This Amendment constitutes the legal, valid and
        binding obligation of the Borrower, enforceable against the Borrower in
        accordance with its terms, except as limited by Debtor Laws.

      


      d.  ­No
        Conflict or Resultant Lien.  The execution, delivery and
        performance of this Amendment and the consummation of the transactions
        contemplated herein do not and will not violate any provision of, or result
        in a
        default under, the certificate of incorporation or bylaws of the Borrower,
        or
        any contract, agreement or instrument or any governmental requirement to
        which
        the Borrower is subject, or result in the creation or imposition of any Lien
        upon any property of the Borrower (other than as contemplated or permitted
        by
        the Credit Agreement).

      


      e.  ­No
        Consent.  The Borrower’s execution, delivery and performance of
        this Amendment does not require the consent or approval of any
        Person.

      


      5.           Miscellaneous.

      


                  a.     In
        accordance with the terms of Section 13.2 of the Credit Agreement, this
        Amendment shall become effective when executed and delivered by the Borrower,
        the Agent and the Majority Banks, so long as (i) no material adverse change
        shall have occurred as of such effective date with respect to the business,
        assets, properties or condition (financial or otherwise) of the Borrower
        reflected in the quarterly financial statements of the Borrower dated June
        30,
        2007 (copies of such financial statements having been supplied to the Agent
        and
        each Bank), and (ii) all fees owed by the Borrower in connection with this
        Amendment pursuant to the Credit Agreement or any other written agreement
        between the Borrower and the Agent shall have been paid by the
        Borrower.

       

      b.           No
        Bank, by its execution of this Amendment, waives any rights it may have against
        any person not a party hereto.

      


      c.           This
        Amendment may be executed in multiple counterparts, each of which shall
        constitute an original instrument, but all of which shall constitute one
        and the
        same Amendment.

      


      d.           All
        capitalized terms used herein and not otherwise defined shall have the meanings
        ascribed to such terms in the Credit Agreement.

      


      e.           The
        invalidity of any one or more covenants, phrases, clauses, sentences or
        paragraphs of this Amendment shall not affect the remaining portion of this
        Amendment, or any part thereof, and in case of any such invalidity, this
        Amendment shall be construed as if such invalid covenants, phrases, clauses,
        sentences or paragraphs had not been inserted.  The section headings
        in this Amendment are for convenience only and shall not limit or in any
        way
        affect the meaning of the terms and provisions of this Amendment.

      


      f.           THIS
        AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF TEXAS AND THE UNITED STATES OF AMERICA.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      THIS
        WRITTEN AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT, THE NOTES AND THE
        LOAN
        DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
        BE
        CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
        OF THE PARTIES.

      


      THERE
        ARE
        NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

      


      


      


               [Remainder
        of page left intentionally blank]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective
        as of the date first above written.

      


      SOUTHERN
        UNION COMPANY

      


      By:           

      Name:  ___________________________________

      Title:     ___________________________________

      


      


      JPMORGAN
        CHASE BANK, N.A., for itself and as Agent for the Banks

      


      By:           

      Name:                                                                           

      Title:                                                                           


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      WACHOVIA
        BANK, N.A.

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      BANK
        OF AMERICA, N.A.

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      


      KBC
        BANK N.V.

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      WELLS
        FARGO BANK, NA

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      


      CALYON
        NEW YORK BRANCH

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      MERRILL
        LYNCH BANK USA

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      SOVEREIGN
        BANK

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      LASALLE
        BANK NATIONAL ASSOCIATION

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      THE
        BANK
        OF TOKYO-MITSUBISHI UFJ, LTD.

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      


      


      



      
        
                

                              
                            
      

                             
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      UMB
        BANK,
        N.A.

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      BAYERISCHE
        LANDESBANK,

      CAYMAN
        ISLANDS BRANCH

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      CREDIT
        SUISSE, CAYMAN ISLANDS

      BRANCH

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      PNC
        BANK,
        NATIONAL ASSOCIATION

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      SUMITOMO
        MITSUI BANKING

      CORPORATION

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      



      
        
                

                              
                            
      

                                  
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      MIZUHO
        CORPORATE BANK (USA)

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      BANK
        OF
        CHINA, NEW YORK BRANCH

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      ROYAL
        BANK OF CANADA

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      BANK
        OF
        COMMUNICATIONS,

      NEW
        YORK
        BRANCH

      


      By:           

      Name:                                                                           

      Title:                                                                           

      


      


      


      CHINATRUST
        COMMERCIAL BANK,

      NEW
        YORK
        BRANCH

      


      By:           

      Name:                                                                           

      Title: