FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 30, 2007,
between TE Products Pipeline Companies, LLC, a Texas limited liability company (“TE Products”), and
The Bank of New York Trust Company, N.A., a national association, as successor trustee to The Bank
of New York, as trustee under the indenture referred to below (in such capacity, the “Trustee”).
WITNESSETH:
WHEREAS, TE Products Pipeline Company, Limited Partnership, a Texas limited partnership
(formerly a Delaware limited partnership, the “Company”), has heretofore executed and delivered to
the Trustee an Indenture dated as of January 27, 1998 (the “Indenture”), providing for the
Company’s issuance of two series of Securities known as the Company’s 6.45% Senior Notes due 2008
and its 7.51% Senior Notes due 2028 and other Securities in one or more series unlimited as to
principal amount;
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of June 30, 2007, between the
Company and TE Products, the Company is, concurrently with the execution and delivery of this First
Supplemental Indenture, merging with and into TE Products (the “Merger”), TE Products being the
surviving company and retaining the name “TE Products Pipeline Company, LLC;”
WHEREAS, Section 801(1) of the Indenture provides that TE Products, as the surviving company
of the Merger, is required to expressly assume, by an indenture supplemental to the Indenture, the
due and punctual payment of the principal of and any premium and interest on all the Securities and
the performance or observance of every covenant of the Indenture on the part of the Company to be
performed or observed;
WHEREAS, Section 901(1) of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company in the Indenture and in the
Securities;
WHEREAS, pursuant to the foregoing authority, TE Products proposes, in and by this First
Supplemental Indenture, to supplement and amend the Indenture;
WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of
TE Products, in accordance with its terms, have been done;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, TE Products and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the Holders of the Securities, as
follows:
1. Capitalized Terms. Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Indenture.
2. Succession by Merger. As of the effective time of the Merger, (i) TE Products shall become
the successor to the Company for all purposes of the Indenture, (ii) TE Products hereby expressly
assumes the due and punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of the Indenture on the part of the
Company to be performed or observed and (iii) the Company shall be relieved of all obligations and
covenants under the Indenture and the Securities. References in the Indenture to the term “General
Partner” shall hereafter be deemed to refer to the “Manager” of TE Products, as such term is
defined and used in the organizational documents of TE Products, or any other Person of a position
comparable thereto as provided in such documents; provided, however, that such Manager or any other
such comparable Person is not a general partner of TE Products and, accordingly, that provisions
applicable to the “General Partner” in the Indenture in its capacity as, and as a result of, its
status as a general partner of a limited partnership shall cease to be applicable.
3. Ratification. The Indenture and the Securities, as hereby amended and supplemented, are
ratified and confirmed in all respects and shall continue to be in full force and effect. From and
after the date hereof, this First Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall
be bound hereby.
4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5. Counterparts. The parties may sign any number of counterparts of this Supplemental
Indenture, each of which shall be an original; but such counterparts shall together constitute but
one and the same instrument.
6. Effect of Headings. The headings herein are for convenience only and shall not affect the
construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the day and year first above written.
| TE PRODUCTS PIPELINE COMPANY, LLC | ||||
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By | TEPPCO GP, Inc., Its Manager |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: Xxxxxxx X. Xxxxxx | ||||
| Title: Vice President and Chief Financial Officer | ||||
| THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee | ||||
| By: | /s/ Xxxx Xxxxxxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxxx Xxxxxxx | ||||
| Title: Assistant Vice President | ||||
Signature Page to First Supplemental Indenture
