SOUTHERN UNION COMPANY 11,000,000 Shares of Common Stock, $1.00 par value Underwriting AgreementUnderwriting Agreement • August 31st, 2004 • Southern Union Co • Natural gas distribution • New York
Southern Union Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,800,000 shares, par value $1.00 per share of the Company (“Common Stock”), and J.P. Morgan Securities Inc. (“JPMSI”), and Merrill Lynch International (“MLI”) (each a “Forward Purchaser” and together the “Forward Purchasers”) at the Company’s request propose to sell to the Underwriters an aggregate of 6,200,000 shares and, at the option of the Underwriters, up to an additional 1,650,000 shares of Common Stock, in connection with the letter agreement dated the date hereof between the Company and JPMorgan Chase Bank, London Branch (“JPMorgan”), acting through JPMSI as agent (the “JPM Forward Agreement”) and the letter agreement dated the date hereof between the Company and MLI (the “ML Forward Agreement”, and together with the JPM Forward
Confirmation of Forward Stock Sale TransactionSouthern Union Co • August 31st, 2004 • Natural gas distribution
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
To: Southern Union CompanyLetter Agreement • August 31st, 2004 • Southern Union Co • Natural gas distribution • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
