exv10w5






Exhibit 10.5




AMENDED AND RESTATED SUPPORT AGREEMENT




     This AMENDED AND RESTATED SUPPORT AGREEMENT, dated as of July 4, 2011 (this
“Agreement”), is by and among Energy Transfer Equity, L.P., a Delaware limited partnership
(“Parent”), Sigma Acquisition Corporation, a Delaware corporation and direct wholly owned
subsidiary of Parent (“Merger Sub,” and together with Parent, the “Parent
Parties”), George L. Lindemann, Dr. Frayda B. Lindemann, George L. Lindemann, Jr., Adam M.
Lindemann, Sloan Lindemann Barnett, and Eric D. Herschmann (the “Stockholders”).



RECITALS:




     WHEREAS, the Parent Parties and the Stockholders entered into a Support Agreement on June 15,
2011 (the “Original Agreement”);



     WHEREAS, the Parent Parties and the Stockholders wish to amend and restate the Original
Agreement for the purpose of adding certain provisions thereto;



     WHEREAS, concurrently with the execution of this Agreement, the Parent Parties and Southern
Union Company, a Delaware corporation (the “Company”), are entering into an Amended and
Restated Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented,
restated or otherwise modified from time to time, the “Merger Agreement”), pursuant to
which, among other things, Merger Sub will merge with and into the Company (the “Merger”),
with the Company as the surviving entity, and each share of common stock of the Company
(“Company Common Stock”) will be converted into the right to receive the merger
consideration specified therein; and



     WHEREAS, as of the date hereof, each Stockholder is the record and beneficial owner in the
aggregate of, and has the right to vote and dispose of, the number of shares of Company Common
Stock set forth opposite such Stockholder’s name on Schedule I hereto; and



     WHEREAS, as a material inducement to the Parent Parties to enter into the Merger Agreement,
the Parent Parties have required that the Stockholders agree, and each Stockholder has agreed, to
enter into this agreement and abide by the covenants and obligations with respect to the Covered
Shares (as hereinafter defined) set forth herein.



     NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:



ARTICLE 1




GENERAL



     Section 1.1 Defined Terms. The following capitalized terms, as used in this
Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Merger Agreement.



 









 





     “Company Entity” means each of the Company and its Subsidiaries.



     “Covered Shares” means, with respect to each Stockholder, such Stockholder’s Existing
Shares, together with any shares of Company Common Stock that such Stockholder acquires, either
beneficially or of record, on or after the date hereof, including any shares of Company Common
Stock received as dividends, as a result of a split, reverse split, combination, merger,
consolidation, reorganization, reclassification, recapitalization or similar transaction or upon
exercise of any option, warrant or other security or instrument exercisable, convertible or
exchangeable into shares of Company Common Stock.



     “Existing Shares” means, with respect to each Stockholder, all shares of Company
Common Stock owned, either beneficially or of record, by such Stockholder on the date of this
Agreement.



     “Permitted Transfer” means a Transfer by a Stockholder (or an Affiliate thereof) to an
Affiliate of such Stockholder, provided that such transferee Affiliate agrees in writing to assume
all of such transferring Stockholder’s obligations hereunder in respect of the Covered Shares
subject to such Transfer and to be bound by, and comply with, the terms of this Agreement, with
respect to the Covered Shares subject to such Transfer, and all other Covered Shares owned
beneficially or of record from time to time by such transferee Affiliate, to the same extent as
such Stockholder is bound hereunder.



     “Transfer” means, directly or indirectly, to sell, transfer, assign or otherwise
dispose of (whether by merger or consolidation (including by conversion into securities or other
consideration as a result of such merger or consolidation), by tendering into any tender or
exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily
or involuntarily, or to enter into any contract, option or other arrangement or understanding with
respect to the voting of or sale, transfer, conversion, assignment or other disposition of (whether
by merger or consolidation (including by conversion into securities or other consideration as a
result of such merger or consolidation), by tendering into any tender or exchange offer, by
testamentary disposition, by operation of law or otherwise).



ARTICLE 2




VOTING



     Section 2.1 (a) Agreement to Vote Covered Shares. Each Stockholder hereby irrevocably
and unconditionally agrees that, during the term of this Agreement, at any meeting of the
stockholders of the Company, however called, including any adjournment or postponement thereof, and
in connection with any written consent of the stockholders of the Company (or any class or
subdivision thereof), the Stockholder shall, in each case to the fullest extent that the Covered
Shares are entitled to vote thereon or consent thereto:




     (a) appear at each such meeting or otherwise cause its Covered Shares to be
counted as present thereat for purposes of calculating a quorum; and




     (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause
to be delivered) a written consent covering, all of the Covered Shares:



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     (i) in favor of the approval or adoption of, or consent to, the
Merger Agreement, any transactions contemplated by the Merger Agreement and any
other action reasonably requested by Parent in furtherance thereof submitted for the
vote or written consent of stockholders of the Company;




     (ii) against the approval or adoption of (A) any Acquisition Proposal
or any other action, agreement, transaction or proposal made in opposition to the
approval of the Merger Agreement or inconsistent with the Merger and the other
transactions contemplated by the Merger Agreement, or (B) any action, agreement,
transaction or proposal that is intended, or would reasonably be expected, to result
in a material breach of any covenant, agreement, representation, warranty or any
other obligation of the Company Parties contained in the Merger Agreement or of such
Stockholder contained in this Agreement; and




     (iii) against any action, agreement, transaction or proposal that is
intended, would reasonably be expected, or the result of which would reasonably be
expected, to materially impede, interfere with, delay, postpone, discourage,
frustrate the purposes of or adversely affect the Merger or the other transactions
contemplated by the Merger Agreement, including but not limited to the following
actions (other than the Merger and the other transactions contemplated by the Merger
Agreement and actions requested or expressly permitted by Parent): (A) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving a Company Entity; (B) a sale, lease or transfer of a
material amount of assets of a Company Entity, or a reorganization,
recapitalization, dissolution, liquidation or winding up of a Company Entity; (C)
(1) any change in a majority of persons who constitute the Board of Directors of the
Company as of the date hereof, except for changes requested or expressly permitted
by Parent, (2) any change in the present capitalization of the Company or any
amendment to any charter, bylaws, limited liability company agreement, limited
partnership agreement or other company constituent document of any Company Entity,
or (3) any other material change in a Company Entity’s organizational structure or
business.



     (b) Agreement to Make Common Unit Election. Each Stockholder hereby irrevocably and
unconditionally agrees to make a Common Unit Election (as defined in, and for purposes of, Section
2.1(a)(ii) of the Merger Agreement), with respect to all of its Covered Shares, in accordance with
the election procedures set forth in Section 2.2 of the Merger Agreement, as promptly as
practicable following its receipt of an Election Form with respect to its Covered Shares, and to
cause such election to remain valid and effective at all times until and including the Effective
Time. Each Stockholder understands and agrees that by making such Common Unit Election it will,
subject to the terms and conditions of the Merger Agreement, be entitled to receive Common Units
(and cash in lieu of fractional Common Units) in consideration for its Covered Shares, and that,
except as set forth in Section 2.1(a)(ii) of the Merger Agreement, it will not be entitled to
receive any cash consideration (other than cash in lieu of fractional Common Units) as
consideration for its Covered Shares.



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     Section 2.2 No Inconsistent Agreements. Each Stockholder hereby represents, covenants
and agrees that, except for this Agreement, such Stockholder (a) has not entered into, and shall
not enter into at any time while this Agreement remains in effect, any voting agreement or voting
trust with respect to its Covered Shares, (b) has not granted, and shall not grant at any time
while this Agreement remains in effect, a proxy, consent or power of attorney with respect to its
Covered Shares (except pursuant to Section 2.3 hereof) and (c) has not taken and shall not
take any action that would make any representation or warranty of such Stockholder contained herein
untrue or incorrect in any material respect or have the effect of preventing or disabling such
Stockholder from performing in any material respect any of its obligations under this Agreement.



     Section 2.3 Proxy. In order to secure the obligations set forth herein, each
Stockholder hereby irrevocably appoints Parent, or any nominee thereof, with full power of
substitution and resubstitution, as its true and lawful proxy and attorney-in-fact, in the event
that such Stockholder does not comply with its obligations in Section 2.1, to vote or
execute written consents with respect to such Stockholder’s Covered Shares in accordance with
Section 2.1 hereof and with respect to any proposed postponements or adjournments of any
meeting of the stockholders of the Company at which any of the matters described in Section
2.1 hereof are to be considered. Each Stockholder hereby affirms that this proxy is coupled
with an interest and shall be irrevocable, except upon termination of this Agreement, and such
Stockholder will take such further action or execute such other instruments as may be necessary to
effectuate the intent of this proxy and hereby revokes any proxy previously granted by such
Stockholder with respect to any of its Covered Shares. Parent may terminate this proxy with
respect to any Stockholder at any time at its sole election by written notice provided to such
Stockholder.



ARTICLE 3




REPRESENTATIONS AND WARRANTIES



     Section 3.1 Representations and Warranties of the Stockholders. Each Stockholder
(except to the extent otherwise provided herein) hereby represents and warrants to the Parent
Parties, severally for itself and with respect to its Covered Shares only, and not jointly with the
other Stockholders or with respect to the Covered Shares of any other Stockholder, as follows:




     (a) Organization; Authorization; Validity of Agreement; Necessary
Action. Such Stockholder has the requisite power and authority and/or capacity to
execute and deliver this Agreement and to carry out its obligations hereunder. The
execution and delivery by such Stockholder of this Agreement and the performance by it of
the obligations hereunder have been duly and validly authorized by such Stockholder and no
other actions or proceedings are required on the part of such Stockholder to authorize the
execution and delivery of this Agreement or the performance by such Stockholder of its
obligations hereunder. This Agreement has been duly executed and delivered by such
Stockholder and, assuming the due authorization, execution and delivery of this Agreement by
the Parent Parties, constitutes a legal, valid and binding agreement of such Stockholder,
enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles.



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     (b) Ownership. Such Stockholder is the record and beneficial owner
of, and has good title to, its Existing Shares, free and clear of any Liens, except as may
be provided for in this Agreement. All of such Stockholder’s Covered Shares from the date
hereof through and on the Closing Date will be beneficially or legally owned by such
Stockholder, except in the case of a Permitted Transfer of any Covered Shares (in which case
this representation shall, with respect to such Covered Shares, be made by the transferee of
such Covered Shares). Except as provided for in this Agreement, such Stockholder has and
will have at all times through the Closing Date sole voting power (including the right to
control such vote as contemplated herein), sole power of disposition, sole power to issue
instructions with respect to the matters set forth in Article 2 hereof, and sole
power to agree to all of the matters set forth in this Agreement, in each case with respect
to all of such Stockholder’s Existing Shares and with respect to all of such Stockholder’s
Covered Shares at any time through the Closing Date, except in the case of a Permitted
Transfer (in which case this representation shall, with respect to such Covered Shares, be
made by the transferee of such Covered Shares). Such Stockholder does not, directly or
indirectly, legally or beneficially own or have any option, warrant or other right to
acquire any securities of a Company Entity that are or may by their terms become entitled to
vote or any securities that are convertible or exchangeable into or exercisable for any
securities of a Company Entity that are or may by their terms become entitled to vote, nor
is such Stockholder subject to any contract, agreement, arrangement, understanding or
relationship, other than this Agreement, that obligates it to vote, acquire or dispose of
any securities of a Company Entity.




     (c) No Violation. Neither the execution and delivery of this
Agreement by such Stockholder nor its performance of its obligations under this Agreement
will (i) result in a violation or breach of, or conflict with any provisions of, or
constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination or cancellation of, or give rise
to a right of purchase under, or result in the creation of any Lien (other than under this
Agreement) upon any of the properties, rights or assets (including but not limited to its
Existing Shares) owned by such Stockholder under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement
or other instrument or obligation of any kind to which such Stockholder is a party or by
which it or any of its respective properties, rights or assets may be bound, (ii) violate
any Law applicable to such Stockholder or any of its properties, rights or assets, or (iii)
result in a violation or breach of or conflict with its organizational and governing
documents, except in the case of clause (i) as would not reasonably be expected to prevent
or materially delay the ability of such Stockholder to perform its obligations hereunder.




     (d) Consents and Approvals. No consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental Entity is
necessary to be obtained or made by such Stockholder in connection with its execution,
delivery and performance of this Agreement, except for any reports under Sections 13(d) and
16 of the Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby.




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     (e) Reliance by Parent. Such Stockholder understands and
acknowledges that the Parent Parties are entering into the Merger Agreement in reliance upon
such Stockholder’s execution and delivery of this Agreement and the representations,
warranties, covenants and obligations of such Stockholder contained herein.




     (f) Adequate Information. Such Stockholder acknowledges that it is a
sophisticated party with respect to its Covered Shares and has adequate information
concerning the business and financial condition of the Company to make an informed decision
regarding the transactions contemplated by this Agreement and has, independently and without
reliance upon any of the Parent Parties and based on such information as such Stockholder
has deemed appropriate, made its own analysis and decision to enter into this Agreement.
Such Stockholder acknowledges that no Parent Party has made or is making any representation
or warranty, whether express or implied, of any kind or character except as expressly set
forth in this Agreement.



     Section 3.2 Representations and Warranties of Parent. Parent hereby represents and
warrants to each Stockholder that the execution and delivery of this Agreement by Parent and the
consummation of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of the board of directors of the general partner of Parent. The Parent Parties
acknowledge that no Stockholder has made and no Stockholder is making any representation or
warranty of any kind except as expressly set forth in this Agreement.



ARTICLE 4




OTHER COVENANTS



     Section 4.1 Prohibition on Transfers, Other Actions.




     (a) Each Stockholder hereby agrees, except for a Permitted Transfer, not to
(i) Transfer any of the Covered Shares, beneficial ownership thereof or any other interest
therein, (ii) enter into any agreement, arrangement or understanding, or take any other
action, that violates or conflicts with, or would reasonably be expected to violate or
conflict with, or would reasonably be expected to result in or give rise to a violation of
or conflict with, such Stockholder’s representations, warranties, covenants and obligations
under this Agreement, or (iii) take any action that would restrict or otherwise affect such
Stockholder’s legal power, authority and right to comply with and perform its covenants and
obligations under this Agreement. Any Transfer in violation of this provision shall be null
and void.




     (b) Each Stockholder agrees that if it attempts to Transfer (other than a
Permitted Transfer), vote or provide any other Person with the authority to vote any of the
Covered Shares other than in compliance with this Agreement, such Stockholder shall
unconditionally and irrevocably (during the term of this Agreement) instruct the Company to
not, (i) permit any such Transfer on its books and records, (ii) issue a book-entry interest
or a new certificate representing any of the Covered Shares, or (iii) record such vote
unless and until such Stockholder has complied in all respects with the terms of this
Agreement.



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     (c) Each Stockholder agrees that it shall not, and shall cause each of its
controlled Affiliates to not, become a member of a “group” (as that term is used in Section
13(d) of the Exchange Act) that such Stockholder or such Affiliate is not currently a part
of and that has not been disclosed in a filing with the SEC prior to the date hereof (other
than as a result of entering into this Agreement) for the purpose of opposing or competing
with the transactions contemplated by the Merger Agreement.




     (d) Each Stockholder agrees not to knowingly take any action that would make
any of its representations or warranties contained herein untrue or incorrect in any
material respect or would reasonably be expected to have the effect of preventing, impeding
or interfering with or adversely affecting in any material respect its performance of its
obligations under or contemplated by this Agreement.



     Section 4.2 Further Assurances. Each of the parties hereto agrees that it will use
its reasonable best efforts to do all things reasonably necessary to effectuate this Agreement.



     Section 4.3 Waiver of Appraisal Rights and Claims. Each Stockholder hereby waives any
and all rights of appraisal or rights to dissent from the consummation of the Merger and any
transactions contemplated by the Merger Agreement.



ARTICLE 5




NO SOLICITATION



     Section 5.1 No Solicitation. Prior to the termination of this Agreement, each
Stockholder shall not, and shall cause its officers, employees, legal counsel, financial advisors,
agents and other representatives (collectively, “Representatives”) not to, directly or
indirectly (a) solicit or initiate, or knowingly encourage or facilitate, any Acquisition Proposal
or any inquiries regarding the submission of any Acquisition Proposal, (b) participate in any
discussions or negotiations regarding, or furnish any third party any confidential information
regarding the Company or its Subsidiaries in response to or in connection with any Acquisition
Proposal, or (c) enter into any agreement with respect to any Acquisition Proposal or approve or
resolve to approve any Acquisition Proposal; provided, however, notwithstanding anything in this
Agreement to the contrary, prior to obtaining the Company Stockholder Approval, the restrictions
set forth in this Section 5.1 shall not apply to the Stockholders and their Representatives,
including in their capacity as beneficial owners of the Covered Shares, to the extent that the
Company and its Subsidiaries, and its and their Representatives, are permitted by the terms of
Section 5.4(a) of the Merger Agreement to take such actions. Each Stockholder shall, and shall
cause its Representatives to, immediately cease and cause to be terminated all existing discussions
or negotiations with any third party conducted prior to the date of this Agreement with respect to
any Acquisition Proposal.



     Notwithstanding any provision in this Agreement to the contrary, the Stockholders have entered
into this Agreement solely in their capacity as the beneficial owners of the Covered Shares, and
nothing herein shall limit or effect any actions taken by any Stockholder or Representative of a
Stockholder in such Stockholder’s or such Representative’s capacity as a director or officer of the
Company. In addition, for purposes of this Agreement, the Company



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shall be deemed not to be an Affiliate of any of the Stockholders, and any officer, director,
employee, agent or advisor of the Company (in each case, in their capacities as such), shall be
deemed not to be a Representative of a Stockholder.




ARTICLE 6




MISCELLANEOUS



     Section 6.1 Termination. This Agreement shall remain in effect until the earliest to
occur of (a) the Effective Time, (b) a Change of Recommendation in connection with an Intervening
Event pursuant to Section 5.4 of the Merger Agreement, or (c) the valid termination of the Merger
Agreement in accordance with its terms (including after any extension thereof), in which case this
Agreement shall terminate and be of no further force and effect with respect to all parties hereto.
The Parent may terminate this Agreement with respect to all or any portion of any Stockholder’s
Covered Shares by delivering a written notice to such Stockholder stating the portion of such
Stockholder’s Covered Shares with respect to which this Agreement is terminated (in which case such
Stockholder’s obligations hereunder shall terminate only with respect to the portion of its Covered
Shares so identified). Nothing in this Section 6.1 and no termination of this Agreement
shall relieve or otherwise limit any party of liability for any breach of this Agreement occurring
prior to such termination.



     Section 6.2 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in any Parent Party any direct or indirect ownership or incidence of ownership of or
with respect to any Covered Shares. All rights, ownership and economic benefit relating to the
Covered Shares of any Stockholder shall remain vested in and belong to such Stockholder, and Parent
shall have no authority to direct such Stockholder in the voting or disposition of any of its
Covered Shares, except as otherwise provided herein.



     Section 6.3 Publicity. Each Stockholder hereby permits Parent and the Company to
include and disclose in the Proxy Statement, and in such other schedules, certificates,
applications, agreements or documents as such entities reasonably determine to be necessary or
appropriate in connection with the consummation of the Merger and the transactions contemplated by
the Merger Agreement such Stockholder’s identity and ownership of the Covered Shares and the nature
of such Stockholder’s commitments, arrangements and understandings pursuant to this Agreement.
Parent and the Company hereby permit each Stockholder to disclose this Agreement and the
transactions contemplated by the Merger Agreement in any reports required to be filed by such
Stockholder or any of its Affiliates under Sections 13(d) and 16 of the Exchange Act.



     Section 6.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally or by facsimile or email (upon
telephonic confirmation of receipt) or on the first Business Day following the date of dispatch if
delivered by a recognized next day courier service. All notices hereunder shall be delivered as
set forth below or pursuant to such other instructions as may be designated in writing by the party
to receive such notice:



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     If to Parent or Merger Sub, to:


Energy Transfer Equity, L.P.

3738 Oak Lawn Avenue

Dallas, TX 75219

Attention: John McReynolds

Facsimile: (214) 981-0706

Email: tom.mason@energytransfer.com




     with a copy (which shall not constitute notice) to:


Latham & Watkins LLP

717 Texas Avenue, 16th Floor

Houston, Texas 77002

Attention: William N. Finnegan, Esq.

          Sean T. Wheeler, Esq.

Fax: 713-546-5401

Email: bill.finnegan@lw.com

          sean.wheeler@lw.com





	 	 	If to any Stockholder, to the address set forth below such Stockholder’s name on Schedule I
hereto.





     Section 6.5 Interpretation. The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section references are to this Agreement unless
otherwise specified. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings
given to terms defined herein shall be equally applicable to both the singular and plural forms of
such terms. The headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. This Agreement is the product
of negotiation by the parties having the assistance of counsel and other advisers. It is the
intention of the parties that this Agreement not be construed more strictly with regard to one
party than with regard to the others.



     Section 6.6 Counterparts. This Agreement may be executed by facsimile and in
counterparts, all of which shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart.



     Section 6.7 Entire Agreement. This Agreement and, solely to the extent of the defined
terms referenced herein, the Merger Agreement, together with the schedule annexed hereto, embody
the complete agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede and preempt any prior understandings, agreements or representations by
or among the parties, written and oral, that may have related to the subject matter hereof in any
way.



     Section 6.8 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.



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     (a) THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED
HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AGREEMENT OR THE FACTS
AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). THE DELAWARE COURT OF CHANCERY
(AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY DELAWARE STATE COURT AND
THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE) WILL
HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN
LAW OR EQUITY, BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE AGREEMENTS,
INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS
EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF THE PARTIES IRREVOCABLY CONSENTS
TO AND AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH DISPUTE,
IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN
ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
ON BEHALF OF ITSELF OR ITS PROPERTY, BY DELIVERY IN ANY METHOD CONTEMPLATED BY SECTION
6.4 HEREOF OR IN ANY OTHER MANNER AUTHORIZED BY LAW, AND HEREBY WAIVES, AND AGREES NOT
TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM
THAT (i) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (ii) SUCH
PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR
(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.




     (b) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT WHICH ANY PARTY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY PROCEEDING, LITIGATION OR
COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY. IF THE SUBJECT MATTER OF ANY LAWSUIT IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS
PROHIBITED, NO PARTY TO THIS AGREEMENT SHALL PRESENT AS A NON-COMPULSORY COUNTERCLAIM IN ANY
SUCH LAWSUIT ANY CLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT. FURTHERMORE, NO PARTY TO THIS AGREEMENT SHALL SEEK TO CONSOLIDATE ANY SUCH
ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED.



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     Section 6.9 Amendment; Waiver. The obligations of any Stockholder hereunder may not
be modified or amended except by an instrument in writing signed by Parent and by each Stockholder
with respect to which such modification or amendment will be effective. Each party may waive any
right of such party hereunder by an instrument in writing signed by such party and delivered to the
party benefiting from such waiver. No amendment or waiver shall be permitted or effective without
the prior written consent of the Company.



     Section 6.10 Remedies. The parties hereto agree that money damages would not be a
sufficient remedy for any breach of this Agreement and that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is hereby agreed that, prior to the valid
termination of this Agreement pursuant to Section 6.1 hereof, the parties hereto shall be
entitled to specific performance and injunctive or other equitable relief as a remedy for any such
breach, to prevent breaches of this Agreement, and to specifically enforce compliance with this
Agreement. In connection with any request for specific performance or equitable relief, each of
the parties hereto hereby waives any requirement for the security or posting of any bond in
connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach
of this Agreement but shall be in addition to all other remedies available at law or equity to such
party. The parties further agree that, by seeking the remedies provided for in this Section
6.10, no party hereto shall in any respect waive its right to seek any other form of relief
that may be available to it under this Agreement, including monetary damages in the event that this
Agreement has been terminated or in the event that the remedies provided for in this Section
6.10 are not available or otherwise are not granted.



     Section 6.11 Severability. To the fullest extent permitted by law, any term or
provision of this Agreement, or the application thereof, that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is illegal, void, invalid or unenforceable,
the parties hereto agree that the court making such determination shall have the power to limit the
term or provision, to delete specific words or phrases, or to replace any illegal, void, invalid or
unenforceable term or provision with a term or provision that is legal, valid and enforceable and
that comes closest to expressing the intention of the illegal, void, invalid or unenforceable term
or provision, and this Agreement shall be enforceable as so modified. To the fullest extent
permitted by law, in the event such court does not exercise the power granted to it in the prior
sentence, the parties hereto shall replace such invalid or unenforceable term or provision with a
valid and enforceable term or provision that will achieve, to the extent possible, the original
economic, business and other purposes of such invalid or unenforceable term as closely as possible
in an acceptable manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible.



     Section 6.12 Expenses. Except as otherwise expressly provided herein or in the Merger
Agreement, all costs and expenses incurred in connection with this Agreement and the actions
contemplated hereby shall be paid by the party incurring such expenses, whether or not the Merger
is consummated.



- 11 -









 





     Section 6.13 Successors and Assigns; Third Party Beneficiaries.




     (a) Except in connection with a Permitted Transfer, neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of Law or otherwise) without the prior written consent
of the other parties; provided, however, that Parent and Merger Sub may
transfer or assign their rights and obligations under this Agreement, in whole or in part or
from time to time in part, to one or more of their Affiliates at any time. Any assignment
in violation of the foregoing shall be null and void. Subject to the preceding two
sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns.




     (b) Other than the Company with respect to Section 6.3 hereof, this
Agreement is not intended to and shall not confer upon any Person (other than the parties
hereto) any rights or remedies hereunder.



[Signature pages follow.]





- 12 -









 








     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly authorized.



	 	 	 	 	 
	 	PARENT:



ENERGY TRANSFER EQUITY, L.P.

 	 
	 	By:  	LE GP, LLC, its general partner
 	 
	 
	 	 	 
	 	By:  	            /s/ John McReynolds
 	 
	 	 	Name:  	John McReynolds 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	MERGER SUB:



SIGMA ACQUISITION CORPORATION

 	 
	 	By:  	/s/ John McReynolds
 	 
	 	 	Name:  	John McReynolds 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 



[Signature Page of Parent and Merger Sub to Support Agreement]



 









 






     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly authorized.



STOCKHOLDERS:




	 	 	 	 	 

	/s/ George L. Lindemann

	 	 	 	/s/ Eric D. Herschmann
	 

	 	 	 	 
	GEORGE L. LINDEMANN

	 	 	 	ERIC D. HERSCHMANN
	 
	 	 	 	 
	/s/ Dr. Frayda B. Lindemann

	 	 	 	/s/ Adam M. Lindemann
	 

	 	 	 	 
	DR. FRAYDA B. LINDEMANN

	 	 	 	ADAM M. LINDEMANN
	 
	 	 	 	 
	/s/ George L. Lindemann, Jr.

	 	 	 	/s/ Sloan Lindemann Barnett
	 

	 	 	 	 
	GEORGE L. LINDEMANN, JR.

	 	 	 	SLOAN LINDEMANN BARNETT






[Signature Page of Stockholders to Support Agreement]



 









 





Schedule I




	 	 	 	 	 	 	 
	 	 	 	 	
	 	 	 	 	
	 	 	 	 	 
	Stockholder	 	Address	 	Shares of Company Common Stock Held Beneficially or of-Record*
	George L. Lindemann

	 	1565 North Ocean Way 

Palm Beach,
Florida 33480
	 	Shares: 4,485,628**


Options: 1,888,162

	 
	 	 	 	 	 	 
	Eric D. Herschmann

	 	3333 Allen Parkway #2207


Houston, Texas 77019
	 	Shares: 555,091***


Options: 1,185,768

	 
	 	 	 	 	 	 
	Dr. Frayda B.
Lindemann

	 	1565 North Ocean Way


Palm Beach Florida, Florida 33480
	 	3,289,220	 
	 
	 	 	 	 	 	 
	George L.
Lindemann, Jr.

	 	1736 West 28th Street


Miami, FL 33141
	 	3,365,500	 
	 
	 	 	 	 	 	 
	Adam M. Lindemann

	 	77 East 77th Street


New York, NY 10075
	 	2,000,000 (approximate; +/- not


more than 100,000 shares)

	 
	 	 	 	 	 	 
	Sloan Lindemann
Barnett

	 	2920 Broadway Street


San Francisco, CA 94115
	 	3,369,667	 








 




			
	*	 	- As of June 14, 2011, Southern Union Company had 124,721,110 shares of common stock issued and
outstanding. As of June 14, 2011, the shares represented on the chart above represent approximately
13.43% of the issued and outstanding shares of common stock of Southern Union Company. The options
and non-expired/lapsed restricted shares awarded to Messrs. Lindemann and Herschmann have not been
included in the foregoing calculation as they are not able to be voted at this time.
	 
	**	 	-Included in this number are 144,888 shares held in the Southern Union Company Supplemental
Deferred Compensation Plan and 29,870 shares in the Southern Union 401(k) Savings Plan as of
December 31, 2010. Included in this number are 69,513 restricted shares awarded to Mr. Lindemann
under the Southern Union Company Third Amended and Restated 2003 Stock and Incentive Plan for which
restrictions have not otherwise lapsed/expired. The options and unlapsed/unexpired restricted
shares are not able to be voted at this time.
	 
	***	 	- Included in this number are 251,308 restricted shares awarded to Mr. Herschmann under the
Southern Union Company Third Amended and Restated 2003 Stock and Incentive Plan for which
restrictions have not otherwise lapsed/expired. The options and unlapsed/unexpired restricted
shares are not able to be voted at this time.





[Schedule I to Support Agreement]