exhibit10_1.htm


    
      
        

      



    FIFTH
AMENDED AND RESTATED

    REVOLVING
CREDIT AGREEMENT

    


    DATED
AS OF JUNE 20, 2008

    


    BY
AND BETWEEN

    


    SOUTHERN
UNION COMPANY

    


    as the
Borrower

    


    AND

    


    THE
BANKS NAMED HEREIN

    


    as the
Banks

    


    AND

    


    JPMORGAN
CHASE BANK, N.A.

    


    as the Administrative
Agent

     

    AND

     

    BANK
OF AMERICA, NA

    


    as the Syndication
Agent

     

    AND

    


    J.P.
MORGAN SECURITIES INC. &

    WACHOVIA
CAPITAL MARKETS, LLC

    


    as the Co-Book Runners and
Co-Lead Arrangers


    
      
        
          


          


          


           AUS: 0050100.02807:
401069v4 

        

         


      

      
         


        
          

        

      

      
         


      

    


    FIFTH
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

    


    Reference
is hereby made to that certain Fourth Amended and Restated Revolving Credit
Agreement dated as of September 29, 2005, executed by and between SOUTHERN UNION
COMPANY, a corporation organized under the laws of Delaware (the “Borrower”),
the financial institutions listed on the signature pages of said Revolving
Credit Agreement (each of said financial institutions now or hereafter a party
to said Revolving Credit Agreement being hereinafter referred to collectively as
“Banks” and individually as a “Bank”), and JPMORGAN CHASE BANK, N.A., a national
banking association (“JPMorgan”), in its capacity as agent (the “Agent”) for the
Banks.  Said Fourth Amended and Restated Revolving Credit Agreement
has been previously amended by that certain First Amendment to Fourth Amended
and Restated Revolving Credit Agreement dated February 27, 2006, executed by and
among the Borrower, the Agent and the Majority Banks, and that certain Second
Amendment to Fourth Amended and Restated Revolving Credit Agreement dated
October 19, 2007, executed by and among the Borrower, the Agent and the Majority
Banks, and said Fourth Amended and Restated Revolving Credit Agreement, as
previously amended, is referred to herein as the “Original Agreement.”

    


    As a
result of certain discussions between the Borrower, the Agent and the Banks, the
Borrower, the Agent and the Majority Banks now desire to amend and restate the
Original Agreement in its entirety.  Accordingly, the Original
Agreement is hereby amended and restated in its entirety to hereafter be and
read as follows:

    


    SOUTHERN
UNION COMPANY, a corporation organized under the laws of Delaware (hereinafter
called the “Borrower”), the financial institutions listed on the signature pages
hereof (collectively, the “Banks” and individually, a “Bank”), JPMORGAN CHASE
BANK, N.A., a national banking association (“JPMorgan”), in its capacity as
administrative agent (the “Agent”) for the Banks hereunder, and BANK OF AMERICA,
NA, in its capacity as syndication agent (“Syndication Agent”) for the Banks
hereunder, hereby agree as follows:

    


    1. CERTAIN
DEFINITIONS.  As used in this Agreement, the following terms
shall have the following meanings:

     

    “Additional Costs” shall mean,
with respect to any Rate Period in the case of any Eurodollar Rate Loan, all
costs, losses or payments, as determined by any Bank in its sole and absolute
discretion (which determination shall be conclusive in the absence of manifest
error) that such Bank or its Domestic Lending Office or its Eurodollar Lending
Office does, or would, if such Eurodollar Rate Loan were funded during such Rate
Period by the Domestic Lending Office or the Eurodollar Lending Office of such
Bank, incur, suffer or make by reason of:

     

    (a)         any
and all present or future taxes (including, without limitation, any interest
equalization tax or any similar tax on the acquisition of debt obligations, or
any stamp or registration tax or duty or official or sealed papers tax), levies,
imposts or any other charge of any nature whatsoever imposed by any taxing
authority on or with regard to any aspect of the transactions contemplated by
this Agreement, except such taxes as may be measured by the overall net income
of such Bank or its Domestic Lending Office or its Eurodollar Lending Office and
imposed by the jurisdiction, or any political subdivision or taxing authority
thereof, in which such Bank's Domestic Lending Office or its Eurodollar Lending
Office is located; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (b)         any
increase in the cost to such Bank of agreeing to make or making, funding or
maintaining any Eurodollar Rate Loan because of or arising from (i) the
introduction of, or any change (other than any change by way of imposition or
increase of reserve requirements, in the case of any Eurodollar Rate Loan,
included in the Eurodollar Rate Reserve Percentage) in or in the interpretation
or administration of, any law or regulation or (ii) the compliance with any
request from any central bank or other governmental authority (whether or not
having the force of law).

     

    “Affiliate” shall mean any
Person controlling, controlled by or under common control with any other
Person.  For purposes of this definition, “control” (including
“controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or otherwise. If any Person shall own, directly or indirectly, beneficially or
of record, twenty percent (20%) or more of the voting equity (whether
outstanding capital stock, partnership interests or otherwise) of another
Person, such Person shall be deemed to be an Affiliate.

     

    “Agent” shall have the meaning
set forth in the preamble hereto.

     

    “Agreement” shall mean this
Revolving Credit Agreement, as the same may be amended, modified, supplemented
or restated from time to time.

     

    “Alternate Base Rate” shall
mean, for any day, a rate, per annum (rounds upward to the nearest 1/16 of 1%)
equal to: (a) the greatest of (i) the Prime Rate (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be) in effect on such day; or (ii) the Federal Funds Rate in effect for such day
plus one-half
of one percent (1/2%) (computed on the basis of the actual number of days
elapsed over a year of 360 days).

     

    “Alternate Base Rate Loan”
shall mean any Loan which bears interest at the Alternate Base
Rate.

     

    “Applicable Lending Office”
shall mean, with respect to each Bank, such Bank's (a) Domestic Lending
Office in the case of an Alternate Base Rate Loan; and (b) Eurodollar Lending
Office in the case of a Eurodollar Rate Loan.

     

    “Approved Fund” means any
Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Bank, (b) an Affiliate of a Bank or (c) an entity or an Affiliate of an entity
that administers or manages a Bank.

     

    “Assignment and Acceptance”
shall have the meaning set forth in Section 13.13.

     

    “Bank” shall have the meaning
set forth in the preamble hereto and shall include the Agent, in its individual
capacity.

     

    “Borrower” shall have the
meaning set forth in the preamble hereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Borrowing Date” shall mean a
date upon which the Borrower has requested a Loan is to be made in a Notice of
Borrowing delivered pursuant to Section 2.1.

     

    “Business Day” shall mean a day
when the Agent is open for business, provided that, if the applic­able
Business Day relates to any Eurodollar Rate Loan, it shall mean a day when the
Agent is open for business and banks are open for business in the London
interbank market and in New York City.

     

    “Capital Lease” shall mean any
lease of any Property (whether real, personal, or mixed) which, in conformity
with GAAP, is accounted for as a capital lease on the balance sheet of the
lessee.

     

    “Capitalized Lease Obligations”
shall mean, for the Borrower and its Subsidiaries, any of their obligations that
should, in accordance with GAAP, be recorded as Capital Leases.

     

     “Cash Interest Expense” shall
mean, for any period, total interest expense to the extent paid in cash
(including the interest component of Capitalized Lease Obligations) of the
Borrower and any Subsidiary for such period all as determined in conformity with
GAAP.

     

    “Change of Control” shall occur
if any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as amended from time to time, and any successor
statute) shall have acquired beneficial ownership of fifty percent (50%) or more
on a fully diluted basis of the voting and/or economic interests in the
Borrower.

     

    “Citrus” shall mean Citrus
Corp., a Delaware corporation.

    


    “Closing Date” shall mean the
date of this Agreement.

    


    “Code” shall mean the Internal
Revenue Code of 1986, as amended, as now or hereafter in effect, together with
all regulations, rulings and interpretations thereof or thereunder issued by the
Internal Revenue Service.

     

    “Commitment” shall have the
meaning set forth in Section 2.1(a) and “Commitments” shall mean, collectively,
the Commitments of all of the Banks.

     

    “Consolidated Net Income” shall
mean for any period the consolidated net income of the Borrower and all
Subsidiaries, determined in accordance with GAAP, for such period.

     

    “Consolidated Net Worth” shall
mean, for any period for the Borrower and all Subsidiaries, (a) the sum of the
following consolidated items, all determined in accordance with GAAP and without
duplication: the consolidated stockholders' equity of all classes of stock
(whether common, preferred, mandatorily convertible preferred or preference) of
the Borrower and its Subsidiaries; the Equity-Preferred Securities; the other
preferred securities of the Borrower’s Subsidiaries not constituting
Equity-Preferred Securities; and the minority interests in the Borrower’s
Subsidiaries, less (b) the sum of
the following consolidated items, without duplication: the book amount of any
deferred charges (including, but not limited to, unamortized debt discount and
expenses, organization expenses, experimental and development expenses, but
excluding prepaid expenses) that are not permitted to be recovered by the
Borrower or its applicable Subsidiaries under rates permitted under rate
tariffs, plus
(c) the sum of all amounts contributed or paid by the Borrower to the Rabbi
Trusts for purposes of funding the same, but only to the extent such
contributions and payments are required to be deducted from the consolidated
stockholders’ equity of the Borrower and its Subsidiaries in accordance with
GAAP.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Consolidated Total
Capitalization” shall mean at any time the sum of: (a) Consolidated Net
Worth at such time; plus (b) the
principal amount of outstanding Debt (other than Equity-Preferred Securities (to
the extent included in Debt of the Borrower and its Subsidiaries) not to exceed
10% of Consolidated Total Capitalization [calculated for purposes of this clause
without reference to any Equity-Preferred Securities]) of the Borrower and its
Subsidiaries.

     

    “Consolidated Total
Indebtedness” shall mean all Debt of the Borrower and all Subsidiaries
including any current maturities thereof, plus, without
duplication, all amounts outstanding under Standby Letters of Credit and,
without duplication, all Facility Letter of Credit Obligations, less, without
duplication and to the extent included in Debt of the Borrower and its
Subsidiaries, Equity-Preferred Securities not to exceed 10% of Consolidated
Total Capitalization (calculated for purposes of this clause without reference
to any Equity-Preferred Securities).

     

    “Debt” means (without
duplication), for any Person indebtedness for money borrowed determined in
accordance with GAAP but in any event including, (a) indebtedness of such Person
for borrowed money or arising out of any extension of credit to or for the
account of such Person (including, without limitation, extensions of credit in
the form of reimbursement or payment obligations of such Person relating to
letters of credit issued for the account of such Person) or for the deferred
purchase price of property or services, except indebtedness which is owing to
trade creditors in the ordinary course of business and which is due within
thirty (30) days after the original invoice date; (b) indebtedness of the kind
described in clause (a) of this definition which is secured by (or for which the
holder of such Debt has any existing right, contingent or otherwise, to be
secured by) any Lien upon or in Property (including, without limitation,
accounts and contract rights) owned by such Person, whether or not such Person
has assumed or become liable for the payment of such indebtedness or
obligations; (c) Capitalized Lease Obligations of such Person; (d) obligations
under direct or indirect Guaranties.  Whenever the definition of Debt
is being used herein in order to compute a financial ratio or covenant
applicable to the consolidated business of the Borrower and its Subsidiaries,
Debt which is already included in such computation by virtue of the fact that it
is owed by a Subsidiary of the Borrower will not also be added by virtue of the
fact that the Borrower has executed a guaranty with respect to such Debt that
would otherwise require such guaranteed indebtedness to be considered Debt
hereunder.  Nothing contained in the foregoing sentence is intended to
limit the other provisions of this Agreement which contain limitations on the
amount and types of Debt which may be incurred by the Borrower or its
Subsidiaries.

     

    “Debtor Laws” shall mean all
applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement,
receivership, insolvency, reorganization, or similar laws, or general equitable
principles from time to time in effect affecting the rights of creditors
generally.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Default” shall mean any of the
events specified in Section 11, whether or not there has been satisfied any
requirement in connection with such event for the giving of notice, or the lapse
of time, or the happening of any further condition, event or act.

     

    “Dollars” and “$” shall mean lawful currency
of the United States of America.

     

    “Domestic Lending Office” shall
mean, with respect to each Bank, the office of such Bank located at its “Address
for Notices” set forth below the name of such Bank on the signature pages hereof
or such other office of such Bank as such Bank may from time to time specify to
the Borrower and the Agent.

     

    “EBDIT” shall mean for any
period the sum of (a) consolidated net earnings for the Borrower and its
Subsidiaries (excluding for all purposes hereof all extraordinary items), plus (b) each of the
following to the extent actually deducted in deriving such net
earnings:  (i) depreciation and amortization expense; (ii) interest
expense and (iii) federal and state income taxes;, in each case before
adjustment for extraordinary items, as shown in the financial statements of
Borrower and its Subsidiaries referred to in Section 7.2 hereof (excluding
for all purposes hereof all extraordinary items), and determined in accordance
with GAAP, and (c) plus (or minus, if applicable)
the net amount of non-cash deductions from (or additions to, if applicable) such
net earnings for such period attributable to fluctuations in the market price(s)
of securities which the Borrower is obligated to purchase in future periods
under any of the Rabbi Trusts, but only to the extent that such deductions (or
additions, if applicable) are required to be taken in accordance with
GAAP.

    


    “Eligible Assignee” shall mean:
(i) any Bank, or any Affiliate of any Bank, any Approved Fund, or any
institution 100% of the voting stock of which is directly, or indirectly owned
by such Bank or by the immediate or remote parent of such Bank; or (ii) a
commercial bank, a foreign branch of a United States commercial bank, a domestic
branch of a foreign commercial bank or other financial institution having in
each case assets in excess of $1,000,000,000.00.

     

    “Environmental Law” shall mean
(a) the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (as amended by the Superfund Amendments and Reauthorization Act of 1986, 42
U.S.C.A. § 9601 et
seq.),
as amended from time to time, and any and all rules and regulations issued or
promulgated thereunder (“CERCLA”); (b) the Resource Conservation and Recovery
Act (as amended by the Hazardous and Solid Waste Amendment of 1984, 42 U.S.C.A.
§ 6901 et seq.),
as amended from time to time, and any and all rules and regulations promulgated
thereunder (“RCRA”); (c) the Clean Air Act, 42 U.S.C.A. § 7401 et seq., as amended from time
to time, and any and all rules and regulations promulgated thereunder; (d) the
Clean Water Act of 1977, 33 U.S.CA § 1251 et seq., as amended from time
to time, and any and all rules and regulations promulgated thereunder; (e) the
Toxic Substances Control Act, 15 U.S.C.A. § 2601 et seq., as amended from
time to time, and any and all rules and regulations promulgated thereunder; or
(f) any other federal or state law, statute, rule, or emulation enacted in
connection with or relating to the protection or regulation of the environment
(including, without limitation, those laws, statutes, rules, and regulations
regulating the disposal, removal, production, storing, refining, handling,
transferring, processing, or transporting of Hazardous Materials) and any rules
and regulations issued or promulgated in connection with any of the foregoing by
any governmental authority, and “Environmental Laws” shall mean
each of the foregoing. “EPA” shall mean the
Environmental Protection Agency, or any successor organization.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Equity-Preferred Securities”
means (i) Debt, preferred equity or any other securities that are mandatorily
convertible by the issuer thereof at a date certain, without cash payment by the
issuer, into common shares of stock of the Borrower or (ii) any other securities
(A) that are issued by the Borrower or any Subsidiary, (B) that are not subject
to mandatory redemption at any time, directly or indirectly, (C) that are
perpetual or mature not less than 30 years from the date of issuance, (D) the
Debt component, if any, issued in connection therewith, including any guaranty,
is subordinate in right of payment to all other unsecured and unsubordinated
Debt of the issuer of such Debt component (including any such guaranty, if
applicable), and (E) the terms of which permit the issuer thereof to defer at
any time, without any additional payment or premium, the payment of any and all
interest and/or distributions thereon, as applicable, to a date occurring after
the Maturity Date.

     

    “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to time, and all
rules, regulations, rulings and interpretations thereof issued by the Internal
Revenue Service or the Department of Labor thereunder.

     

    “Eurocurrency Liabilities”
shall have the meaning assigned to that term in Regulation D of the Board of
Governors of the Federal Reserve System, as in effect from time to
time.

     

    “Eurodollar Lending Office”
shall mean, with respect to each Bank, the office of such Bank located at its
“Address for Notices” set forth below the name of such Bank on the signature
pages hereof, or such other office of such Bank as such Bank may from time to
time specify to the Borrower and the Agent.

     

    “Eurodollar Rate” shall mean
with respect to the applicable Rate Period in effect for each Eurodollar Rate
Loan, the sum of (a) the quotient obtained by dividing (i) the rate appearing on
Page 3750 of the Dow Jones Market Service (or on any successor or substitute
page of such Service, or any successor to or substitute for such Service,
providing rate quotations comparable to those currently provided on such page of
such Service, as determined by the Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Rate Period, as the rate for dollar
deposits with a maturity comparable to such Rate Period (or in the event that
such rate quote is not available at such time for any reason, then utilizing the
rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Rate Period are offered by the principal London office of the Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Rate Period) by (ii) a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage for such Rate Period, plus (b) an
additional percentage per annum changing with the rating of the Borrower’s
unsecured, non-credit enhanced Senior Funded Debt and determined in accordance
with the following grid:


    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        6

        
          

        

      

      
         


      

    


    


    
      	
              Category

            	
              Rating of the
      Borrower’s
      unsecured, non-credit
      enhanced Senior
      Funded Debt

            	
              Additional
      Percentage Per Annum

            
	
              A

            	
               

              Equal
      to or greater than A3 by Moody’s Investor Service, Inc. and equal to or greater than A- by Standard
      and Poor’s Ratings Group

            	
               

              0.325%

            
	
              B

            	
               

              Baa1
      by Moody’s Investor Service, Inc. or
      BBB+ by Standard and Poor’s Ratings Group

            	
               

              0.400%

            
	
              C

            	
               

              Baa2
      by Moody’s Investor Service, Inc. or
      BBB by Standard and Poor’s Ratings Group

            	
               

              0.475%

            
	
              D

            	
               

              Baa3
      by Moody’s Investor Service, Inc. or
      BBB- by Standard and Poor’s Ratings Group

            	
               

              0.625%

            
	
              E

            	
               

              Ba1
      by Moody’s Investor Service, Inc. or
      BB+ by Standard and Poor’s Ratings Group

            	
               

              1.000%

            
	
              F

            	
               

              Less
      than Ba1 by Moody’s Investor Service, Inc. and less than BB+ by Standard and Poor’s
      Ratings Group

            	
               

              1.250%

            


    

    


    provided that, upon the
occurrence of a Change of Control, the "Additional Percentage Per Annum" rates
set forth in the grid above shall be increased by (i) when the applicable rating
category is A, B, C, E or F, 1.500% above the "Additional Percentage Per Annum"
otherwise in effect at such time, or (ii) when the applicable rating category is
D, 1.575% above the "Additional Percentage Per Annum" otherwise in effect at
such time, in each case commencing ten (10) Business Days after the occurrence
of the Change of Control, unless such increase in "Additional Percentage Per
Annum" shall have been waived in writing by the Majority Banks.

    


    Notwithstanding
the foregoing provisions, in the event that ratings of the Borrower’s unsecured,
non-credit enhanced Senior Funded Debt under Standard & Poor’s Ratings Group
and under Moody’s Investor Service, Inc. fall within different rating categories
which are not functional equivalents, the Eurodollar Rate shall be based on the
higher of such ratings if there is only one category differential between the
functional equivalents of such ratings, and if there is a two category
differential between the functional equivalents of such ratings, the component
of pricing from the grid set forth above shall be based on the rating category
which is then in the middle of or between the two category ratings which are
then in effect, and if there is greater than a two category differential between
the functional equivalents of such ratings, the component of pricing from the
grid set forth above shall be based on the rating category which is then one
rating category above the lowest of the two category ratings which are then in
effect. Additionally, in the event that Borrower withdraws from having its
unsecured, non-credit enhanced Senior Funded Debt being rated by Moody’s
Investor Service, Inc. or Standard and Poor’s Ratings Group, so that one or both
of such ratings services fails to rate the Borrower’s unsecured, non-credit
enhanced Senior Funded Debt, the component of pricing from the grid set forth
above for purposes of determining the applicable Eurodollar Rate for all Rate
Periods commencing thereafter shall be 1.250% until such time as Borrower
subsequently causes its unsecured, non-credit enhanced Senior Funded Debt to be
rated by both of said ratings services.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    “Eurodollar  Rate
Loan” shall mean any Loan that bears interest at the Eurodollar
Rate.

    


    “Eurodollar Rate Reserve
Percentage” of the Agent for any Rate Period for any Eurodollar Rate Loan
shall mean the reserve percentage applicable during such Rate Period (or if more
than one such percentages shall be so applicable, the daily average of such
percentages for those days in such Rate Period during which any such percentage
shall be so applicable) under regulations issued from time to time by the Board
of Governors of the Federal Reserve System (or any successor) for determining
the maximum reserve requirement (including, without limitation, any emergency,
supplemental, or other marginal reserve requirement) for member banks of the
Federal Reserve System with deposits exceeding $1,000,000,000 with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities having
a term equal to such Rate Period.

     

    “Event of Default” shall mean
any of the events specified in Section 11, provided that there has been
satisfied any requirement in connection with such event for the giving of
notice, or the lapse of time, or the happening of any further condition, event
or act.

     

    “Expiration Date” shall mean
the last day of a Rate Period.

     

    “Facility Letter(s) of Credit”
shall mean, in the singular form, any Standby Letter of Credit issued by an
Issuing Bank for the account of the Borrower pursuant to Section 3 and, in the
plural form, all such Standby Letters of Credit issued for the account of the
Borrower.

     

    “Facility Letter of Credit Fee
Percentage” shall mean a fee expressed as a percent per annum for all
periods equal to a percentage per annum changing with the rating of the
Borrower’s unsecured, non-credit enhanced Senior Funded Debt and determined in
accordance with the following grid:

    


    


    
      	
               

              Rating of the
      Borrower’s
      unsecured, non-credit
      enhanced Senior Funded Debt

            	
               

              Additional
      Percentage Per Annum

            
	
               

              Equal
      to or greater than A3 by Moody’s Investor Service, Inc. and equal to or greater than A- by Standard
      and Poor’s Ratings Group

            	
               

              0.325%

            
	
               

              Baa1
      by Moody’s Investor Service, Inc. or
      BBB+ by Standard and Poor’s Rating

            	
               

              0.400%

            
	
               

              Baa2
      by Moody’s Investor Service, Inc. or
      BBB by Standard and Poor’s Rating Group

            	
               

              0.475%

            
	
               

              Baa3
      by Moody’s Investor Service, Inc. or
      BBB- by Standard and Poor’s Rating Group

            	
               

              0.625%

            
	
               

              Ba1
      Moody’s Investor Service, Inc. or BB+
      by Standard and Poor’s Rating Group

            	
               

              1.000%

            
	
               

              Less
      than Ba1 by Moody’s Investor Service, Inc. and less than BB+ by Standard and Poor’s
      Rating Group

            	
              1.250%

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Notwithstanding
the foregoing provisions, in the event that ratings of the Borrower’s unsecured,
non-credit enhanced Senior Funded Debt under Standard & Poor’s Ratings Group
and under Moody’s Investor Service, Inc. fall within different rating categories
which are not functional equivalents, the Facility Letter of Credit Fee
Percentage shall be based on the higher of such ratings if there is only one
category differential between the functional equivalents of such ratings, and if
there is a two category differential between the functional equivalents of such
ratings, the component of pricing from the grid set forth above shall be based
on the rating category which is then in the middle of or between the two
category ratings which are then in effect, and if there is greater than a two
category differential between the functional equivalents of such ratings, the
component of pricing from the grid set forth above shall be based on the rating
category which is then one rating category above the lowest of the two category
ratings which are then in effect. Additionally, in the event that Borrower
withdraws from having its unsecured, non-credit enhanced Senior Funded Debt
being rated by Moody’s Investor Service, Inc. or Standard and Poor’s Ratings
Group, so that one or both of such ratings services fails to rate the Borrower’s
unsecured, non-credit enhanced Senior Funded Debt, the component of pricing from
the grid set forth above for purposes of determining the applicable Facility
Letter of Credit Fee Percentage for all periods thereafter shall be 1.250% until
such time as the Borrower subsequently causes its unsecured, non-credit enhanced
Senior Funded Debt to be rated by both of said ratings services.

    


    “Facility Letter of Credit
Obligations” shall mean, at any particular time, the sum of (a) the
Reimbursement Obligations, plus (b) the
aggregate undrawn face amount of all outstanding Facility Letters of Credit, in
each case as determined by the Agent.

    


    “Federal Funds Rate” shall
mean, for any period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates (rounded to the nearest
1/100 of 1%) on overnight federal fund transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from Fulton Prebon and Garvin Guy Butler or
two other federal funds brokers of recognized standing selected by the
Agent.

     

    “Funded Debt” means all Debt of
a Person which matures more than one year from the date of creation or matures
within one year from such date but is renewable or extendible, at the option of
such Person, by its terms or by the terms of any instrument or agreement
relating thereto, to a date more than one year from such date or arises under a
revolving credit or similar agreement which obligates Banks to extend credit
during a period of more than one year from such date, including, without
limitation, all amounts of any Funded Debt required to be paid or prepaid within
one year from the date of determination of the existence of any such Funded
Debt.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “GAAP” shall mean generally
accepted accounting principles, applicable to the circumstances as of the date
of determination, applied consistently with such principles as applied in the
preparation of the Borrowers audited financial statements referred to in Section
7.2.

     

    “General Intangibles” shall
mean all of the Borrower’s contract rights now existing or hereafter acquired,
arising or created under contracts or arrangements for the purchase, sale,
storage or transportation of gas or other Inventory.

     

    “Governmental Authority” shall
mean any (domestic or foreign) federal, state, county, municipal, parish,
provincial, or other government, or any department, commission, board, court,
agency (including, without limitation, the EPA), or any other instrumentality of
any of them or any other political subdivision thereof, and any entity
exercising executive, legislative, judicial, regulatory, or administrative
functions of, or pertaining to, government, including, without limitation, any
arbitration panel, any court, or any commission.

     

    “Governmental Requirement”
means any Order, Permit, law, statute (including, without limitation, any
Environmental Protection Statute), code, ordinance, rule, regulation,
certificate, or other direction or requirement of any Governmental
Authority.

     

    “Guaranty” means, with respect
to any Person, any obligation, contingent or otherwise, of such Person directly
or indirectly guaranteeing any Debt of another Person, including, without
limitation, by means of an agreement to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt or to maintain financial
covenants, or to assure the payment of such Debt by an agreement to make
payments in respect of goods or services regardless of whether delivered or to
purchase or acquire the Debt of another, or otherwise, provided that the term
“Guaranty” shall not include endorsements for deposit or collection in the
ordinary course of business.

     

    “Hazardous Materials” shall
mean any substance which, pursuant to any Environmental Laws, requires special
handling in its collection, use, storage, treatment or disposal, including but
not limited to any of the following: (a) any “hazardous waste” as defined by
RCRA; (b) any “hazardous substance” as defined by CERCLA; (c) asbestos; (d)
polychlorinated biphenyls; (e) any flammables, explosives or radioactive
materials; and (f) any substance, the presence of which on any of the Borrower’s
or any Subsidiary's properties is prohibited by any Governmental
Authority.

     

    “Highest Lawful Rate” shall
mean, with respect to each Bank, the maximum nonusurious interest rate, if any,
that at any time or from time to time may be contracted for, taken, reserved,
charged, or received with respect to the Notes or on other amounts, if any, due
to such Bank pursuant to this Agreement, under laws applicable to such Bank
which are presently in effect, or, to the extent allowed by law, under such
applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    “Indemnified Parties” shall
have the meaning set forth in Section 13.16.

     

    “Interest Payment Date” shall
mean (a) as to any Eurodollar Rate Loan in which the Rate Period with respect
thereto is not greater than three (3) months, the date on which such Rate Period
ends; (b) as to any Eurodollar Rate Loan in which the Rate Period with respect
thereto is greater than three (3) months, the date on which the third month of
such Rate Period ends, and the date on which each such Rate Period ends; (c) as
to any Alternate Base Rate Loan in which the Rate Period with respect thereto is
not greater than ninety (90) days, the date on which such Rate Period ends; (d)
as to any Alternate Base Rate Loan in which the Rate Period with respect thereto
is greater than ninety (90) days, the ninetieth (90th) day of such Rate Period,
and the date on which each such Rate Period ends; and (e) as to all Loans, such
time as the principal of and interest on the Notes shall have been paid in
full.

     

    “Inventory” means, with respect
to Borrower or any Subsidiary, all of such ­Person's now owned or hereafter
acquired or created inventory in all of its forms and of every nature, wherever
located, whether acquired by purchase, merger, or otherwise, and
all  raw materials, work in process therefor and finished goods
thereof, and all supplies, materials, and products of every nature and
description used, usable, or consumed in connection with the manufacture,
packing, shipping, advertising, selling, leasing, furnishing, or production of
such goods, and shall include, in any event, all “inventory” (within the meaning
of such term in the Uniform Commercial Code in effect in any applicable
jurisdiction), whether in mass or joint, or other interest or right of any kind
in goods which are returned to, repossessed by, or stopped in transit by such
Person, and all accessions to any of the foregoing and all products of any of
the foregoing.

     

    “Investment” of any Person
means any investment so classified under GAAP, and, whether or not so
classified, includes (a) any direct or indirect loan advance made by it to any
other Person; (b) any direct or indirect Guaranty for the benefit of such
Person; provided, however, that for
purposes of determining Investments of Borrower hereunder, the existing Guaranty
by Borrower of certain tax increment financing extended by The Fidelity Deposit
and Discount Bank to The Redevelopment Authority of the County of Lackawanna
shall be deemed to not be an Investment; (c) any capital contribution to any
other Person; and (d) any ownership or similar interest in any other Person; and
the amount of any Investment shall be the original principal or capital amount
thereof (plus
any subsequent principal or capital amount) minus all cash
returns of principal or capital thereof.

     

    “Issuing Bank” shall mean (a)
any Bank and/or any Affiliate of any Bank listed on the signature pages of this
Agreement attached hereto and made a part hereof, or (b) any Bank or any
Affiliate of any Bank not listed on the signature pages of this Agreement, but
only in the event that such Bank or such Affiliate agrees, in its sole
discretion at the request of the Borrower, and on the terms and conditions
mutually acceptable to such Bank or such Affiliate, as the case may be, to
become an Issuing Bank for the purpose of issuing one or more Facility Letters
of Credit pursuant to Section 3. When a Bank is referred to as an Issuing Bank
under this Agreement, such reference to such Bank shall be interpreted to refer
to such Bank solely in its capacity as an Issuing Bank.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    “L/C Subfacility” shall mean
that portion of the Commitments equal to $40,000,000.00.

     

    “Letter(s) of Credit” shall
mean, in the singular form, any letter of credit issued by any Person for the
account of the Borrower and, in the plural form, all such letters of credit
issued by any Person for the account of the Borrower.

     

    “Letter of Credit Commitment”
shall mean, with respect to each Issuing Bank, such Issuing Bank's commitment to
issue Facility Letters of Credit.

     

    “Letter of Credit Reimbursement
Agreement” shall mean, with respect to a Facility Letter of Credit, such
form of application therefor and form of reimbursement agreement therefor
(whether in a single or several documents, taken together) as the Issuing Bank
from which the Facility Letter of Credit is requested may employ in the ordinary
course of business for its own account, whether or not providing for collateral
security, with such modifications thereto as may be agreed upon by such Issuing
Bank and the account party and as are not materially adverse to the interests of
any Bank; provided, however, in the event
of any conflict between the terms of any Letter of Credit Reimbursement
Agreement and this Agreement, the terms of this Agreement shall control; and
provided, further, that any
grant or purported grant of a security interest in favor of the Issuing Bank
contained in any Letter of Credit Reimbursement Agreement shall be
void.

     

    “Lien” shall mean any mortgage,
deed of trust, pledge, security interest, encumbrance, lien (including without
limitation, any such interest arising under any Environmental Law), or similar
charge of any kind (including without limitation, any agreement to give any of
the foregoing, any conditional sale or other title retention agreement or any
lease in the nature thereof), or the interest of the lessor under any Capital
Lease.

     

    “Loan” or “Loans” shall mean a loan or
loans, respectively, from the Banks to the Borrower made under Section
2.1.

     

    “Loan Document” shall mean this
Agreement, any Note, or any other document, agreement or instrument now or
hereafter executed and delivered by the Borrower or any other Person in
connection with any of the transactions contemplated by any of the foregoing, as
any of the foregoing may hereafter be amended, modified, or supplemented, and
“Loan Documents” shall
mean, collectively, each of the foregoing.

     

    “Majority Banks” shall mean at
any time Banks holding more than 50% of the unpaid principal amounts outstanding
under the Notes, or, if no such amounts are outstanding, more than 50% of the
Pro Rata Percentages.

     

    “Material Adverse Effect” shall
mean any material adverse effect on the financial condition, business, or
operations of the Borrower and its Subsidiaries taken as a whole.

     

    “Maturity Date” shall mean May
28, 2010.

     

    “Non-Facility Letter of Credit”
shall mean any Letter of Credit which is not a Facility Letter of
Credit.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “Note” or “Notes” shall mean a promissory
note or notes, respectively, of the Borrower, executed and delivered under this
Agreement.

     

    “Notice of Borrowing” shall
have the meaning set forth in Section 2.1(c).

     

    “Obligations” shall mean (a)
all obligations of the Borrower to the Bank under this Agreement, the Notes and
all other Loan Documents to which it is a party; (b) all Reimbursement
Obligations; and (c) any other obligations of the Borrower with respect to a
Facility Letter of Credit.

     

    “Officer’s Certificate” shall mean a
certificate signed in the name of the Borrower or a Subsidiary, as the case may
be, by either its President, one of its Vice Presidents, its Treasurer, its
Secretary, or one of its Assistant Treasurers or Assistant
Secretaries.

     

    “Panhandle Eastern” shall mean
Panhandle Eastern Pipe Line Company, LP, a Delaware limited
partnership.

     

    “Panhandle Eastern Refinancing
Debt” shall mean any Debt of Panhandle Eastern and/or any of its
Subsidiaries issued in exchange for, or the net proceeds of which are used to
extend, refinance, renew, replace, defease or refund, any Debt of Panhandle
Eastern and/or any of its Subsidiaries existing as of September 29, 2005, provided,
that:

    


    (a)           the
principal amount of such Panhandle Eastern Refinancing Debt does not exceed the
then outstanding principal amount of the Debt so extended, refinanced, renewed,
replaced, defeased or refunded;

    


    (b)           the
interest rate or rates to accrue under such Panhandle Eastern Refinancing
Indebtedness do not exceed the lesser of (i) the interest rate or rates then
accruing on the Debt so extended, refinanced, renewed, replaced, defeased or
refunded or (ii) the prevailing market interest rate or rates which are then
applicable to, and generally available for, Debt which is similar in type,
amount, maturity and other terms to the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded;

    


    (c)           the
maturities, amortization schedules, covenants, defaults, remedies, collateral
security provisions (or absence thereof) and other terms of such Panhandle
Eastern Refinancing Indebtedness, including without limitation, any restrictions
on the  payment by Panhandle Eastern and/or its applicable
Subsidiaries of any dividends or other shareholder distributions, are in each
case the same or more favorable to Panhandle Eastern and/or its applicable
Subsidiaries as those in the Debt so extended, refinanced, renewed, replaced,
defeased or refunded; and

    


    (d)           no
Default or Event of Default has occurred and is continuing or would result from
the issuance or origination of such Panhandle Eastern Refinancing
Indebtedness.

    


    “Person” shall mean an
individual, partnership, joint venture, corporation, joint stock company, bank,
trust, unincorporated organization and/or a government or any department or
agency thereof.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    “Plan” shall mean any plan
subject to Title IV of ERISA and maintained for employees of the Borrower or of
any member of a “controlled group of corporations,” as such term is defined in
the Code, of which the Borrower or any Subsidiary is a member, or any such plan
to which the Borrower or any Subsidiary is required to contribute on behalf of
its employees.

     

    “Prime Rate” shall mean, on any
day, the rate determined by the Agent as being its prime rate for that
day.  Without notice to the Borrower or any other Person, the Prime
Rate shall change automatically from time to time as and in the amount by which
said Prime Rate shall fluctuate, with each such change to be effective as of the
date of each change in such Prime Rate.  The Prime Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer.  The Agent may make commercial or other loans at
rates of interest at, above or below the Prime Rate.

     

    “Prior Acquisitions” shall mean
collectively the Borrower’s previous acquisitions of and mergers with Fall River
Gas Company, Providence Energy Corporation and Valley Resources,
Inc.

     

    “Pro-Rata Percentage” shall
mean with respect to any Bank, a fraction (expressed as a percentage), the
numerator of which shall be the amount of such Bank's Commitment and the
denominator of which shall be the aggregate amount of all the Commitments of the
Banks, as adjusted from time to time in accordance with Section
4.6.

     

    “Property” shall mean any
interest or right in any kind of property or asset, whether real, personal, or
mixed, owned or leased, tangible or intangible, and whether now held or
hereafter acquired.

     

    “Qualifying Assets” shall mean
(i) equity interests owned one hundred percent (100%) by the Borrower in
entities engaged primarily in one or more of the Borrower’s lines of business
described in Section 7.15 (singly, a “Qualified Entity,” collectively,
“Qualified Entities”), or productive assets used in one or more of such lines of
business; and (ii) equity interests of less than one hundred percent (100%)
owned by the Borrower in one or more Qualifying Entities, provided that at any
time the aggregate amount of the Borrower’s investment in Qualifying Assets
described in clause (ii) that are then held by the Borrower as of the applicable
determination date (measured by the aggregate purchase price paid therefor,
including the aggregate amount of Debt assumed or deemed incurred by Borrower in
connection with such acquisitions) does not exceed twenty percent (20%) of the
Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable
determination date.

     

    “Rabbi Trusts” shall mean those
four (4) certain non-qualified deferred compensation irrevocable trusts existing
as of the Closing Date, previously established by the Borrower for the benefit
of its executive employees, so long as the assets in each of such trusts which
have not yet been distributed to one or more executive employees of the Borrower
remain subject to the claims of the Borrower’s general creditors.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “Rate Period” shall mean the
period of time for which the Alternate Base Rate or the Eurodollar Rate shall be
in effect as to any Alternate Base Rate Loan or Eurodollar Rate Loan, as the
case may be, commencing with the Borrowing Date or the Expiration Date of the
immediately preceding Rate Period, as the case may be, applicable to and ending
on the effective date of any reborrowing made as provided in Section 2.2(a) as
the Borrower may specify in the related Notice of Borrowing, subject, however,
to the early termination provisions of the second sentence of Section 2.3(c)
relating to any Eurodollar Rate Loan; provided, however, that any
Rate Period that would otherwise end on a day which is not a Business Day shall
be extended to the next succeeding Business Day unless such Business Day falls
in another calendar month, in which case such Rate Period shall end on the next
preceding Business Day.  For any Alternate Base Rate Loan, the Rate
Period shall be 90 days; and for any Eurodollar Rate Loan the Rate Period may be
15 days, 1, 2, 3, or 6 months, in each case as specified in the applicable
Notice of Borrowing, subject to the provisions of Sections 2.2 and
2.3.

     

    “Reimbursement Obligations”
shall mean the reimbursement or repayment obligations of the Borrower to Issuing
Banks pursuant to this Agreement or the applicable Letter of Credit
Reimbursement Agreement with respect to Facility Letters of Credit issued for
the account of the Borrower.

     

    “Release” shall mean a
“release”, as such term is defined in CERCLA.

     

    “Restricted Payment” shall mean
the Borrower's declaration or payment of any dividend on, or purchase or
agreement to purchase any of, or making of any other distribution with respect
to, any of its capital stock, except any such dividend, purchase or distribution
consisting solely of capital stock of the Borrower.

     

    “Securities Act” shall have the
meaning set forth in Section 13.1.

     

    “Senior Funded Debt” shall mean
Funded Debt of the Borrower excluding Debt that is contractually subordinated in
right of payment to any other Debt.

     

    “Senior Notes” means (a) the
$475,000,000 of 7.6% Senior Notes of the Borrower previously placed with
investors on or about January 31, 1994, and (b) the $300,000,000
of   8.25% Senior Notes of the Borrower previously placed with
investors on or about November 3, 1999, (c) the $125,000,000 of 6.15% Senior
Notes of the Borrower previously placed with investors on or about August 16,
2006, and (d) the $100,000,000 of 6.089% Senior Notes of the Borrower placed
with investors on or about February 19, 2008, as such Senior Notes may be
amended, modified, or supplemented from time to time in accordance with the
terms of this Agreement; and “Senior Note” means each such
note individually.

     

    “Standby Letter of Credit”
shall mean any standby letter of credit issued to support obligations
(contingent or otherwise) of the Borrower.

     

     “Subsidiary” of a Person shall
mean a corporation, partnership, limited liability company or other business
entity of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person.  Notwithstanding the
fact that the management of Citrus is or may be controlled by the Borrower,
neither Citrus nor any of its subsidiaries shall be deemed to constitute a
Subsidiary of the Borrower for purposes of this Agreement so long as the
Borrower does not beneficially own, directly, or indirectly, a majority of the
shares of securities or other interests in Citrus having ordinary voting power
for the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a
contingency).

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    “Trunkline LNG Holdings” shall
mean Trunkline LNG Holdings, LLC, a Delaware limited liability
company.

     

    “Type” shall mean, with respect
to any Loan, any Alternate Base Rate Loan or any Eurodollar Rate
Loan.

     

    “Unused L/C Subfacility” shall
mean, at any time, the amount, if any, by which the L/C Subfacility then in
effect exceeds the aggregate outstanding amount of all Facility Letter of Credit
Obligations.

    


    


    2. THE
LOANS

     

    2.1 The
Loans

     

    (a) Subject
to the terms and conditions and relying upon the representations and warranties
of the Borrower herein set forth, each Bank severally agrees to make Loans to
the Borrower on any one or more Business Days prior to the Maturity Date, up to
an aggregate principal amount of Loans not exceeding at any time outstanding:
(i) the amount set opposite such Banks name on the signature pages hereof (such
Bank's “Commitment”); minus (ii) such
Bank’s Pro Rata Percentage of the Facility Letter of Credit
Obligations.  Within such limits and during such period and subject to
the terms and conditions of this Agreement, the Borrower may borrow, repay and
reborrow hereunder.

     

    (b) The
Borrower shall execute and deliver to the Agent for each Bank to evidence the
Loans made by each Bank under such Bank’s Commitment, a Note, which shall be:
(i) dated as of the Closing Date; (ii) in the principal amount of such Bank’s
maximum Commitment; (iii) in substantially the form attached hereto as
Exhibit A, with
blanks appropriately filled; (iv) payable to the order of such Bank on the
Maturity Date; and (v) subject to acceleration upon the occurrence of an Event
of Default.  Each Note shall bear interest on the unpaid principal
amount thereof from time to time outstanding at the rate per annum determined as
specified in Sections 2.2(a), 2.2(b), 2.3(b) and 2.3(c), payable on each
Interest Payment Date and at maturity, commencing with the first Interest
Payment Date following the date of each Note.

     

    (c) Each Loan
shall be: (i) in the case of any Eurodollar Rate Loan, in an amount of not less
than $1,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof;
or (ii) in the case of any Alternate Base Rate Loan, in an amount of not less
than $500,000.00 or an integral multiple of $100,000.00 in excess thereof and,
at the option of the Borrower, any borrowing under this Section 2.1(c) may be
comprised of two or more such Loans bearing different rates of
interest.  Each such borrowing shall be made upon prior notice from
the Borrower to the Agent in the form attached hereto as Exhibit B (the
“Notice of Borrowing”) delivered to the Agent not later than 11:00 am (Houston
time): (i) on the third Business Day prior to the Borrowing Date, if such
borrowing consists of Eurodollar Rate Loans; and (ii) on the Borrowing Date, if
such borrowing consists of Alternate Base Rate Loans.  Each Notice of
Borrowing shall be irrevocable and shall specify: (i) the amount of the proposed
borrowing and of each Loan comprising a part thereof; (ii) the Borrowing Date;
(iii) the rate of interest that each such Loan shall bear; (iv) the Rate Period
with respect to each such Loan and the Expiration Date of each such Rate Period;
and (v) the demand deposit account of the Borrower at JPMorgan into which the
proceeds of the borrowing are to be deposited by the Agent.  The
Borrower may give the Agent telephonic notice by the required time of any
proposed borrowing under this Section 2.1(c); provided that such telephonic
notice shall be confirmed in writing by delivery to the Agent promptly (but in
no event later than the Borrowing Date relating to any such borrowing) of a
Notice of Borrowing.  Neither the Agent nor any Bank shall incur any
liability to the Borrower in acting upon any telephonic notice referred to above
which the Agent believes in good faith to have been given by the Borrower, or
for otherwise acting in good faith under this Section 2.1(c).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (d) In the
case of a proposed borrowing comprised of Eurodollar Rate Loans, the Agent shall
promptly notify each Bank of the applicable interest rate under
Section 2.2.  Each Bank shall, before 11:00 am (Houston time) on
the Borrowing Date, make available for the account of its Applicable Lending
Office to the Agent at the Agent's address set forth in Section 13.4, in same
day funds, its Pro Rata Percentage of such borrowing.  After the
Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in Section 8, on the Borrowing Date, the Agent shall make the
borrowing available to the Borrower at its Applicable Lending Office in
immediately available funds.  Each Bank shall post on a schedule
attached to its Note(s): (i) the date and principal amount of each Loan made
under such Note; (ii) the rate of interest each such Loan will bear; and
(iii) each payment of principal thereon; provided, however, that any
failure of such Bank so to mark such Note shall not affect the Borrower's
obligations thereunder; and provided further that such
Bank's records as to such matters shall be controlling whether or not such Bank
has so marked such Note.  Any deposit to the Borrower’s demand deposit
account by the Agent or by JPMorgan Chase Bank (of funds received from the
Agent) pursuant to a request (whether written or oral) believed by the Agent or
by JPMorgan Chase Bank to be an authorized request by the Borrower for a Loan
hereunder shall be deemed to be a Loan hereunder for all purposes with the same
effect as if the Borrower had in fact requested the Agent to make such
Loan.

     

    (e) Unless
the Agent shall have received notice from a Bank prior to the date of any
borrowing that such Bank will not make available to the Agent such Bank’s Pro
Rata Percentage of such borrowing, the Agent may assume that such Bank has made
such portion available to the Agent on the date of such borrowing in accordance
with this Section 2.1 and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount.  If and
to the extent that such Bank shall not have so made such Pro Rata Percentage
available to the Agent, such Bank and the Borrower severally agree to repay to
the Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Agent, (i) in the case of
the Borrower, at the interest rate applicable at the time to the Loans
comprising such borrowing, and (ii) in the case of such Bank, at the Federal
Funds Rate.  If such Bank shall repay to the Agent such corresponding
amount, such amount so repaid shall constitute such Bank's Loan as part of such
borrowing for purposes of this Agreement.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (f) The
failure of any Bank to make the Loan to be made by it as part of any borrowing
shall not relieve any other Bank of its obligation, if any, hereunder to make
its Loan on the date of such borrowing, but no Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by such other Bank on the
date of any borrowing.

     

    2.2 Interest
Rate Determination

     

    (a) Except as
specified in Sections 2.3(b) and 2.3(c), the Loans shall bear interest on the
unpaid principal amount thereof from time to time outstanding, until maturity,
at a rate per annum (calculated based on a year of 360 days in the case of the
Eurodollar Rate or the Alternate Base Rate based on the Federal Funds Rate and a
year of 365 or 366 days, as the case may be, in the case of the Alternate Base
Rate based on the Prime Rate) equal to the lesser of (A) the rate specified in
the Notice of Borrowing with respect thereto or (B) the Highest Lawful Rate from
the first day to, but not including, the Expiration Date of the Rate Period then
in effect with respect thereto.

     

    (b) Any
principal, interest, fees or other amount owing hereunder, under any Note or
under any other Loan Document that is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest at a rate per annum
equal to the lesser of (i) two percent (2%) above the Alternate Base Rate in
effect from time to time or (ii) the Highest Lawful Rate.

     

    2.3 Additional
Interest Rate Provisions

     

    (a) The Note
may be held by each Bank for the account of its respective Domestic Lending
Office or its respective Eurodollar Lending Office, and may be transferred from
one to the other from time to time as each Bank may determine.

     

    (b) If the
Borrower shall have chosen the Eurodollar Rate in a Notice of Borrowing and
prior to the Borrowing Date, any Bank in good faith determines (which
determination shall be conclusive) that (i) deposits in Dollars in the principal
amount of such Eurodollar Rate Loan are not being offered to the Eurodollar
Lending Office of such Bank in the Eurodollar interbank market selected by such
Bank in its sole discretion in good faith or (ii) adequate and reasonable means
do not exist for ascertaining the chosen Eurodollar Rate in respect of such
Eurodollar Rate Loan or (iii) the Eurodollar Rate for any Rate Period for such
Eurodollar Rate Loan will not adequately reflect the cost to such Bank of making
such Eurodollar Rate Loan for such Rate Period, then such Bank will so notify
the Borrower and the Agent and such Eurodollar Rate shall not become effective
as to such Eurodollar Rate Loan on such Borrowing Date or at any time thereafter
until such time thereafter as the Borrower receives notice from the Agent that
the circumstances giving rise to such determination no longer
apply.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (c) Anything
in this Agreement to the contrary notwithstanding, if at any time any Bank in
good faith determines (which determination shall be conclusive) that the
introduction of or any change in any applicable law, rule or regulation or any
change in the interpretation or administration thereof by any governmental or
other regulatory authority charged with the interpretation or administration
thereof shall make it unlawful for the Bank (or the Eurodollar Lending Office of
such Bank) to maintain or fund any Eurodollar Rate Loan, such Bank shall give
notice thereof to the Borrower and the Agent.  With respect to any
Eurodollar Rate Loan which is outstanding when such Bank so notifies the
Borrower, upon such date as shall be specified in such notice the Rate Period
shall end and the lesser of (i) the Alternate Base Rate or (ii) the Highest
Lawful Rate shall commence to apply in lieu of the Eurodollar Rate in respect of
such Eurodollar Rate Loan and shall continue to apply unless and until the
Borrower changes the rate as provided in Section 2.2(a).  No more than
five (5) Business Days after such specified date, the Borrower shall pay to such
Bank (x) accrued and unpaid interest on such Eurodollar Rate Loan at the
Eurodollar Rate in effect at the time of such notice to but not including such
specified date plus (y) such amount
or amounts (to the extent that such amount or amounts would not be usurious
under applicable law) as may be necessary to compensate such Bank for any direct
or indirect costs and losses incurred by it (to the extent that such amounts
have not been included in the Additional Costs in calculating such Eurodollar
Rate), but otherwise without penalty.  If notice has been given by
such Bank pursuant to the foregoing provisions of this Section 2.3(c), then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such notice no longer apply, such Eurodollar Rate shall not again apply
to such Loan or any other Loan and the obligation of such Bank to continue any
Eurodollar Rate Loan as a Eurodollar Rate Loan shall be
suspended.  Any such claim by such Bank for compensation under clause
(y) above shall be accompanied by a certificate setting forth the computation
upon which such claim is based, and such certificate shall be conclusive and
binding for all purposes, absent manifest error.

     

    (d) THE
BORROWER WILL INDEMNIFY EACH BANK AGAINST, AND REIMBURSE EACH BANK ON DEMAND
FOR, ANY LOSS (INCLUDING LOSS OF REASONABLY ANTICIPATED PROFITS DETERMINED USING
REASONABLE ATTRIBUTION AND ALLOCATION METHODS), OR REASONABLE COST OR EXPENSE
INCURRED OR SUSTAINED BY SUCH BANK (INCLUDING WITHOUT LIMITATION, ANY LOSS OR
EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR
OTHER FUNDS ACQUIRED BY SUCH BANK TO FUND OR MAINTAIN ANY EURODOLLAR RATE LOAN)
AS A RESULT OF (i) ANY ADDITIONAL COSTS INCURRED BY SUCH BANK; (ii) ANY PAYMENT
OR REPAYMENT (WHETHER AUTHORIZED OR REQUIRED HEREUNDER OR OTHERWISE) OF ALL OR A
PORTION OF ANY LOAN ON A DAY OTHER THAN THE EXPIRATION DATE OF A RATE PERIOD FOR
SUCH LOAN; (iii) ANY PAYMENT OR PREPAYMENT (WHETHER REQUIRED HEREUNDER OR
OTHERWISE) OF ANY LOAN MADE AFTER THE DELIVERY OF A NOTICE OF BORROWING BUT
BEFORE THE APPLICABLE BORROWING DATE IF SUCH PAYMENT OR PREPAYMENT PREVENTS THE
PROPOSED BORROWING FROM BECOMING FULLY EFFECTIVE; OR (iv) AFTER RECEIPT BY THE
AGENT OF A NOTICE OF BORROWING, THE FAILURE OF ANY LOAN TO BE MADE OR EFFECTED
BY SUCH BANK DUE TO ANY CONDITION PRECEDENT TO A BORROWING NOT BEING SATISFIED
BY THE BORROWER OR DUE TO ANY OTHER ACTION OR INACTION OF THE
BORROWER.  ANY BANK DEMANDING PAYMENT UNDER THIS SECTION 2.3(d) SHALL
DELIVER TO THE BORROWER AND THE AGENT A STATEMENT REASONABLY SETTING FORTH THE
AMOUNT AND MANNER OF DETERMINING SUCH LOSS, COST OR EXPENSE. THE FACTS SET FORTH
IN SUCH STATEMENT SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT
MANIFEST ERROR.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (e) If, after
the date of this Agreement, any Bank shall have determined that the adoption of
any applicable law, rule, guideline, interpretation or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Bank with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's capital as a consequence of its obligations hereunder and under
similar lending arrangements to a level below that which such Bank could have
achieved but for such adoption, change or compliance (taking into consideration
such Bank's policies with respect to capital adequacy) by an amount deemed by
such Bank to be material then the Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank for such
reduction.

     

    (f) A
certificate of such Bank setting forth such amount or amounts as shall be
necessary to compensate such Bank as specified in subparagraph (e) above shall
be delivered as soon as practicable to the Borrower (with a copy thereof to the
agent) and to the extent determined in accordance with subparagraph (e) above
shall be conclusive and binding, absent manifest error.  The Borrower
shall pay such Bank the amount shown as due on any such certificate within
fifteen (15) days after such Bank delivers such certificate.  In
preparing such certificate, such Bank may employ such assumptions and
allocations (consistently applied with respect to advances made by such Bank or
commitments by such Bank to make advances) of costs and expenses as it shall in
good faith deem reasonable and may use any reasonable averaging and attribution
method (consistently applied with respect to advances made by such Bank or
commitments by such Bank to make advances).

     

    2.4 Increase
of Commitments

     

    (a) At any
time after the Closing Date, provided that no Default or Event of Default shall
have occurred and be continuing, the Borrower may request from time to time one
or more increases of the Commitments by notice to the Agent in writing of the
amount of each such proposed increase (each such notice, a “Commitment Increase
Notice”).  Any such Commitment Increase Notice must offer each
Bank the opportunity to subscribe for its pro rata share of the requested
increase in the Commitments, and the Agent shall promptly provide to each Bank a
copy of any Commitment Increase Notice received by the Agent. Within 10 Business
Days after receipt by the Agent of the applicable Commitment Increase Notice,
each Bank wishing to subscribe for its pro rata share of the requested increase
in the Commitments must deliver written notice of such fact to the
Agent.  If any portion of the requested increase in the Commitments is
not subscribed for by the Banks within such 10-day period, the Borrower may, in
its sole discretion, but with the consent of the Agent as to any Person that is
not at such time a Bank (which consent shall not be unreasonably withheld or
delayed so long as such Person is an Eligible Assignee), offer to any existing
Bank or to one or more additional banks or financial institutions the
opportunity to participate in all or a portion of such unsubscribed portion of
the requested increase in the Commitments pursuant to Section 2.4 (b) or (c)
below, as applicable;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (b) Any
additional bank or financial institution that the Borrower selects to offer a
participation in the unsubscribed portion of the increased Commitments, and that
elects to become a party to this Agreement and obtain a Commitment, shall
execute an agreement (a “New Bank Agreement”),
in the form required by the Agent, with the Borrower and the Agent, whereupon
such bank or financial institution (a “New Bank”) shall
become a Bank for all purposes hereunder to the same extent as if originally a
party hereto and shall be bound by and entitled to the benefits of this
Agreement, and the signature pages hereof shall be deemed to add the name and
Commitment of such New Bank, provided that the Commitment of any such New Bank
shall be in an amount not less than $5,000,000;

     

    (c) Any Bank
that accepts an offer by the Borrower to increase its Commitment pursuant to
this Section 2.4 shall, in each case, execute a commitment increase agreement (a
“Commitment Increase
Agreement”), in the form required by the Agent, with the Borrower and the
Agent, whereupon such Bank shall be bound by and entitled to the benefits of
this Agreement with respect to the full amount of its Commitment as so
increased, and the signature pages hereof shall be deemed to be amended to
reflect such increase in the Commitment of such Bank;

     

    (d) The
effectiveness of any New Bank Agreement or Commitment Increase Agreement shall
be contingent upon receipt by the Agent of such corporate resolutions of the
Borrower and legal opinions of in-house counsel to the Borrower, if any, as the
Agent shall reasonably request with respect thereto;

     

    (e) If any
bank or financial institution becomes a New Bank pursuant to Section 2.4(b) or
if any Bank’s Commitment is increased pursuant to Section 2.4(c), additional
Loans and additional liability for Facility Letters of Credit made or issued on
or after the effectiveness thereof (the “Re-Allocation Date”)
shall be made pro rata based on each Bank’s (including each New Bank’s)
respective Commitment in effect on and after such Re-Allocation Date (except to
the extent that any such pro rata borrowings or incurring of liability would
result in any Bank making an aggregate principal amount of Loans and incurring
liability for the Facility Letters of Credit in excess of its Commitment, in
which case such excess amount will be allocated to, and made or incurred by,
such New Bank and/or Banks with such increased Commitments to the extent of, and
pro rata based on, their respective Commitments), and continuations of
Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be effected
by repayment of such Eurodollar Rate Loans on the last day of the Rate Period
applicable thereto and the extension of new Eurodollar Rate Loans pro rata based
on the Banks’ respective Commitments in effect on and after such Re-Allocation
Date.  In the event that on any such Re-Allocation Date there are
Alternate Base Rate Loans outstanding, the Borrower shall make prepayments
thereof and borrow new Alternate Base Rate Loans so that, after giving effect
thereto, the Alternate Base Rate Loans outstanding are held pro rata based on
the Banks’ respective Commitments in effect on and after such Re-Allocation
Date.  In the event that on any such Re-Allocation Date there are
Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain
outstanding with the respective holders thereof until the expiration of their
respective Rate Periods (unless the Borrower elects to prepay any thereof in
accordance with the applicable provisions of this Agreement), and interest on
and repayments of such Eurodollar Rate Loans will be paid thereon to the
respective Banks holding such Eurodollar Rate Loans pro rata based on the
respective principal amounts thereof outstanding;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (f) Notwithstanding
anything to the contrary in this Section 2.4, (i) no Bank shall have any
obligation to increase its Commitment under this Section 2.4 unless it agrees in
writing to do so in its sole discretion, (ii) no Bank shall have any right to
decrease the amount of its Commitment as a result of any requested increase of
the Commitments pursuant to this Section 2.4, (iii) the Agent shall have no
obligation to find or locate any New Bank to participate in any unsubscribed
portion of any increase in the Commitments requested by the Borrower, (iv) each
increase in the Commitments requested by the Borrower shall not be less than
$10,000,000, (v) after giving effect to any increase in the Commitments pursuant
to this Section 2.4, the sum of the Commitments shall not exceed $500,000,000,
and (vi) in the event the Borrower reduces the Commitments pursuant to Section
4.6 or any other provision of this Agreement more than one time during the term
of this Agreement, the ability of the Borrower to request increases in the
Commitments pursuant to this Section 2.4 shall automatically terminate;
and

     

    (g) The
Borrower shall execute and deliver to the Agent (for delivery by the Agent to
each applicable Bank) a new Note payable to each applicable Bank (including each
New Bank) participating in any increase of the Commitments in the original
principal amount of such Bank’s Commitment after giving effect to any such
increase of the Commitments.

     

    3. LETTERS
OF CREDIT

     

    3.1 Obligation to
Issue.  Subject to the terms and conditions of this Agreement,
and in reliance upon the representations and warranties of the Borrower set
forth herein or in any other Loan Document, each Issuing Bank hereby severally
agrees to issue, from time to time during the period commencing on the Closing
Date and ending on the Business Day immediately prior to the Maturity Date, for
the account of the Borrower through such of the Issuing Bank's branches as it
and the Borrower may jointly agree, one or more Facility Letters of Credit in
accordance with this Section 3.  Notwithstanding the foregoing,
no Issuing Bank shall have any obligation to issue, and shall not issue, any
Facility Letter of Credit at any time if:

     

    (a) the
aggregate undrawn face amount of Facility Letters of Credit theretofore issued
by such Issuing Bank, after giving effect to all requested but unissued Facility
Letters of Credit, exceeds any limit imposed by law or regulation upon such
Issuing Bank;

     

    (b) after
taking into account the face amount of the requested Facility Letter of Credit
the aggregate principal amount of Facility Letter of Credit Obligations with
respect to Facility Letters of Credit issued by such Issuing Bank for the
account of the Borrower (which amount shall be calculated without giving effect
to the participation of the Banks pursuant to Section 3.5) would exceed such
Issuing Bank's Letter of Credit Commitment;

     

    (c) immediately
after giving effect to the issuance of such Facility Letter of Credit, the
aggregate Facility Letter of Credit Obligations would exceed the L/C
Subfacility;

     

    (d) immediately
after giving effect to the issuance of such Facility Letter of Credit, the
aggregate of outstanding Loans, would exceed the Banks' aggregate Commitments;
or

     

    (e) such
Facility Letter of Credit has an expiry date (i) more than one year after the
date of issuance; or (ii) after the Business Day immediately preceding the
Maturity Date.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    3.2 Conditions.  The
obligation of an Issuing Bank to issue any Facility Letter of Credit, and of
each Bank to participate therein as provided in Section 3.5 is subject to the
satisfaction in full of the applicable conditions precedent set forth in Section
8 and each of the following conditions:

     

    (a) the
Borrower shall have delivered to the Issuing Bank, at such times and ­in
such manner as such Issuing Bank may prescribe, a Letter of Credit application,
a Letter of Credit Reimbursement Agreement, and such other documents and
materials as may be required pursuant to the terms thereof;

     

    (b) the terms
of the proposed Facility Letter of Credit shall not be inconsistent with any
term or provision of this Agreement and otherwise shall be satisfactory to such
Issuing Bank; and

     

    (c) as of the
date of issuance of such Facility Letter of Credit, no order, judgment, or
decree of any court, arbitrator, or governmental authority shall purport by its
terms to enjoin or restrain the Issuing Bank from issuing such Facility Letter
of Credit, and no law, rule, or regulation applicable to such Issuing Bank, and
no request or directive (whether or not having the force of law) from any
governmental authority having jurisdiction over such Issuing Bank, shall
prohibit or request that such Issuing Bank refrain from the issuance of Letters
of Credit, generally or the issuance of such Facility Letter of
Credit.

     

    3.3 Issuance
of Facility Letters of Credit

     

    (a) The
Borrower shall give the Agent written notice (or telephonic notice confirmed in
writing by the Borrower not later than the requested issuance date of the
Facility Letter of Credit) of its request for the issuance of a Facility Letter
of Credit no later than 11:00 a.m. four (4) Business Days prior to the date such
Facility Letter of Credit is requested to be issued.  Such notice
shall be irrevocable and shall specify, with respect to such requested Facility
Letter of Credit, the face amount, beneficiary, effective date of issuance,
expiry date (which effective date and expiry date shall be a Business Day and,
with respect to the expiry date, shall be no later than the Business Day
immediately preceding the Maturity Date), the identity of the Issuing Bank
selected by the Borrower, and the purpose for which such Facility Letter of
Credit is to be issued.  At the time a request for the issuance of a
Facility Letter of Credit is made, the Borrower shall also provide the Agent
with a copy of the form of Letter of Credit that the proposed Issuing Bank has
agreed to issue.  If the face amount of the requested Facility Letter
of Credit is less than or equal to the Unused L/C Subfacility, as determined by
the Agent as of the close of business on the date of its receipt of written
notice of the requested issuance, the Agent shall so notify the proposed Issuing
Bank in writing (or by telephonic notice promptly confirmed thereafter in
writing) not later than the close of business on the second Business Day
following the Agent’s receipt of the Borrower’s written notice.  The
Issuing ­Bank shall issue such Facility Letter of Credit on the date
requested by the Borrower, unless (i) on or
before the Business Day prior to such issuance date, such Issuing Bank shall
have received written notice from the Agent or any Bank that the conditions
precedent to the issuance of a Facility Letter of Credit as set forth in Section
3.2 have not been met; or (ii) on the requested issuance date, such Issuing Bank
has actual knowledge that such conditions precedent have not been
met.  If an Issuing Bank receives written notice, or has actual
knowledge, that the conditions precedent to the issuance of a Facility Letter of
Credit have not been met, then such Issuing Bank shall have no obligation to
issue, and shall not issue, any Facility Letter of Credit until (i) such notice
is withdrawn; or (ii) such Issuing Bank receives a notice from the Agent that
the condition(s) described in such notice have been waived in accordance with
the provisions of this Agreement.  The Issuing Bank shall give the
Agent prompt written notice (or telephonic notice promptly confirmed in writing)
of the issuance of any Facility Letter of Credit.  Any Letter of
Credit issued by an Issuing Bank in compliance with the provisions of this
Section 3.3 shall be a Facility Letter of Credit.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (b) An
Issuing Bank shall not extend or amend any Facility Letter of Credit unless the
requirements of this Section 3.3 are met as though a new Facility Letter of
Credit was being requested and issued.

     

    (c) An
Issuing Bank or any Bank may issue Non-Facility Letters of Credit for its own
account, and at its own risk.  None of the provisions of this Section
3 shall apply to any Non-Facility Letter of Credit.

     

    3.4 Reimbursement
Obligations; Duties of Issuing Bank

     

    (a) Notwithstanding
any provisions to the contrary in any Letter of Credit Reimbursement
Agreement:

     

    (1) the
Borrower shall reimburse the applicable Issuing Bank for a drawing under a
Facility Letter of Credit issued by such Issuing Bank no later than the earlier
of (A) the time specified in the related Letter of Credit Reimbursement
Agreement; or (B) one (1) Business Day after the payment of such drawing by such
Issuing Bank; and

     

    (2) the
Borrower’s Reimbursement Obligations with respect to a drawing under a Facility
Letter of Credit shall bear interest from the date of such drawing to the date
paid in full at the higher of (A) the interest rate specified in the applicable
Letter of Credit Reimbursement Agreement; or (B) the interest rate for past due
Alternate Base Rate Loans; but not greater than
the Highest Lawful Rate.

     

    (b) No action
taken or omitted to be taken by an Issuing Bank in connection ­with any
Facility Letter of Credit shall (i) result in any liability on the part of such
Issuing Bank to any Bank, unless such Issuing Bank’s action or omission
constitutes willful misconduct or gross negligence; or (ii) relieve any Bank of
any of its obligations to such Issuing Bank hereunder, unless the Facility
Letter of Credit in question was issued in contravention of the provisions of
Section 3.3 or at a time during which a notice, described in Section 3.3, from
such Bank to such Issuing Bank remained in effect.  Each Bank agrees
that, prior to making any payment to a beneficiary with respect to a drawing
under a Facility Letter of Credit, the Issuing Bank shall be responsible only to
confirm that documents required by the terms of such Facility Letter of Credit
to be delivered as a condition precedent to such drawing have been delivered and
that the same appear on their face to conform with the requirements
thereof.  Each Bank further agrees that such Issuing Bank may assume
that documents appearing on their face to be the documents required to be
delivered as a condition precedent to a drawing do in fact comply.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    3.5 Participations

     

    (a) Immediately
upon the issuance by an Issuing Bank of any Facility Letter of Credit in
compliance with the provisions of Section 3.3, and immediately upon conversion
of a Letter of Credit of an Issuing Bank to a Facility Letter of Credit pursuant
to Section 3.10, each Bank shall be deemed to have irrevocably and
unconditionally purchased and received from such Issuing Bank, without recourse
or warranty, an undivided interest and participation to the extent of such
Bank's Pro Rata Percentage in such Facility Letter of Credit, including without
limitation, all obligations of the Borrower with respect thereto and any
security therefor or guaranty pertaining thereto.

     

    (b) An
Issuing Bank shall promptly notify the Agent, and the Agent shall promptly
notify the other Banks, if the Borrower fails to reimburse such Issuing Bank for
payments made by such Issuing Bank in respect of drawings by a beneficiary under
a Facility Letter of Credit.  Upon each such other Banks receipt of
such notice, such Bank shall unconditionally pay to the Agent, for the account
of such Issuing Bank, an amount equal to such Bank's Pro Rata Percentage of the
unreimbursed payment made by such Issuing Bank under the Facility Letter of
Credit.  Such payment shall be made by such Bank in Dollars and in
same day funds on the day such Bank receives notice from the Agent that such
payment is owing, if such notice is received by such Bank prior to
11:00 a.m. (Houston time) on a Business Day; if such notice is not received
by such time, then such Bank shall remit its payment on the next Business Day
following the day such notice is received.  Any amount payable by a
Bank under this Section 3.5(b) which is not paid when due pursuant to the terms
hereof shall be payable on demand, together with interest thereon at the Federal
Funds Rate from the date such payment was due until paid in full.  The
failure of any Bank to make any payment owing by it under this Section 3.5(b)
shall neither relieve nor increase the obligation of any other Bank to make any
payment owing by it under this Section 3.5(b). The Agent shall promptly remit to
the applicable Issuing Bank all amounts received by the Agent, for the account
of such Issuing Bank, from each Bank pursuant to this Section 3.5(b). No payment
made by a Bank pursuant to this Section 3.5(b) shall prejudice the ability of
such Bank to claim that the Issuing Bank to which such payment is made is
subject to liability under Section 3.4(b).

     

    (c) Whenever
an Issuing Bank receives a payment with respect to a Reimbursement Obligation
(including any interest thereon) for which such Issuing Bank has received
payments from a Bank pursuant to Section 3.5(b), such Issuing Bank shall
promptly remit to the Agent and the Agent shall promptly remit to each Bank
which has funded its participating interest therein, in Dollars and in the kind
of funds so received, an amount equal to each Bank's Pro Rata Percentage
thereof.  Each such payment shall be made by the Issuing Bank or the
Agent, as the case may be, on the Business Day on which such Person receives the
funds paid to such Person pursuant to the preceding sentence, if received prior
to 11:00 a.m. (Houston time) on such Business Day, and otherwise on the
next succeeding Business Day.

     

    (d) Upon the
request of the Agent or any Bank, an Issuing Bank shall furnish to the Agent or
each Bank copies of any Facility Letter of Credit, Letter of Credit
Reimbursement Agreement, or Letter of Credit application to which Issuing Bank
is party, and such other documentation as may reasonably be requested by the
Agent or such Bank with respect to a Facility Letter of Credit issued by such
Issuing Bank.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    (e) The
obligations of a Bank under Section 3.5(b) to make payments to the Agent for the
account of an Issuing Bank with respect to a Facility Letter of Credit shall be
irrevocable, not subject to any qualification or exception whatsoever, and shall
be made in accordance with, but not subject to, the terms and conditions of this
Agreement under all circumstances (assuming that such Issuing Bank has issued
such Facility Letter of Credit in compliance with the provisions of
Section 3.3), including, without limitation, any of the following
circumstances:

     

    (i) any lack
of validity or enforceability of this Agreement or any other Loan
Document;

     

    (ii) the
existence of any claim, set off, defense, or other right which the Borrower may
have at any time against a beneficiary named in a Facility Letter of Credit or
any transferee of any Facility Letter of Credit (or any Person for whom any such
transferee may be acting), the Agent, any Bank, the Issuing Bank, or any Person,
whether in connection with this Agreement, any Facility Letter of Credit, the
transactions contemplated herein, or any unrelated transactions (including any
un­der­lying transactions between the Borrower and the beneficiary named
in any Facility Letter of Credit);

     

    (iii) any
draft, certificate, of any other document presented under the Facility Letter of
Credit proving to be forged, fraudulent, invalid, or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect;

     

    (iv) the
surrender or impairment of any security for the performance or observance of any
of the terms of any Loan Document;

     

    (v) any
failure by the Agent or an Issuing Bank to make any reports required pursuant to
Section 3.8; or

     

    (vi) the
occurrence of any Default or Event of Default.

     

    3.6 Payment
of Reimbursement Obligations

     

    (a) The
Borrower agrees to pay to each Issuing Bank the amount of all Reimbursement
Obligations, interest, and other amounts payable to such Issuing Bank under or
in connection with any Facility Letter of Credit immediately when due,
irrespective of any claim, set off, defense, or other right which the Borrower
may have at any time against any Issuing Bank or any other Person.

     

    (b) In the
event any payment by the Borrower received by an Issuing Bank with respect to a
Facility Letter of Credit and distributed to Banks on account of their
respective participation is thereafter set aside, avoided, or recovered from
such Issuing Bank in connection with any Debtor Laws, each Bank which received
such distribution shall, upon demand by such Issuing Bank, contribute each
Bank's Pro Rata Percentage of the amount set aside, avoided, or recovered
together with interest at the rate required to be paid by the Issuing Bank upon
the amount required to be repaid by it.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    3.7 Exoneration.  As
between the Borrower, each Bank, and each Issuing Bank, the Borrower assumes all
risks of the acts and omissions of, or misuse of the Facility Letter of Credit
issued by such Issuing Bank by, the respective beneficiaries of such Facility
Letter of Credit.  In furtherance and not in limitation of the
foregoing, subject to the provisions of the Letter of Credit applications, the
Issuing Bank and the Banks shall not be responsible for:

     

    (a) the form,
validity, sufficiency, accuracy, genuineness, or legal effect of any document
submitted by any party in connection with the application for and issuance of a
Facility Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent, or forged;

     

    (b) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Facility Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason;

     

    (c) failure
of the beneficiary of a Facility Letter of Credit to comply duly with conditions
required in order to draw upon such Facility Letter of Credit, provided that the Issuing Bank
complies with the provisions of Section 3.4(b);

     

    (d) errors,
omissions, interruptions, or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex, or otherwise, whether or not they be in
cipher;

     

    (e) errors in
interpretation of technical terms;

     

    (f) any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under any Facility Letter of Credit or of the proceeds
thereof;

     

    (g) the
misapplication by the beneficiary of a Facility Letter of Credit;
or

     

    (h) any
consequences arising from causes beyond the control of the Agent, any Bank, or
any Issuing Bank, including, without limitation, any act or omission, whether
rightful or wrongful, of any present or future de jure or de facto government or
Governmental Authority.  In furtherance and extension and not in
limitation of the specific provisions hereinabove set forth, any action taken or
omitted by an Issuing Bank under or in connection with the Facility Letters of
Credit or any related certificates, if taken or omitted in good faith and not
constituting gross negligence or willful misconduct, shall not put the Issuing
Bank, the Agent, or any Bank under any resulting liability to the Borrower or
relieve the Borrower of any of its obligations hereunder to any such
Person.

     

    3.8 Issuing Bank's Reporting
Requirements. In addition to the reports required by Section 3.5, each
Issuing Bank shall, no later than the tenth (10th) Business Day following the
last day of each quarter of such Issuing Bank's fiscal year, provide to the
Agent and the Borrower a schedule for Standby Letters of Credit issued as
Facility Letters of Credit, in form and substance reasonably satisfactory to the
Agent, showing the date of issue, beneficiary, face amount, expiration date, and
the reference number of each Facility Letter of Credit issued by such Issuing
Bank which was outstanding at any time during such quarter and the aggregate
amount payable by the Borrower during the quarter pursuant to Section
3.9.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    3.9 Compensation
for Facility Letters of Credit

     

    (a) Facility Letter of Credit
Fee.  The Borrower agrees to pay to the Agent, for the account
of each Bank, in the case of each Letter of Credit issued as, or converted to
(for transactions which convert Letters of Credit in existence on the Closing
Date to Facility Letters of Credit pursuant to Section 3.10), a Facility Letter
of Credit, a facility letter of credit fee (the “Facility Letter of Credit Fee”)
payable quarterly in arrears equal to the applicable Facility Letter of Credit
Fee Percentage of the average amount available to be drawn under such Letter of
Credit during the quarter then ending multiplied by the actual number of days
during such quarter on which such Letter of Credit was outstanding, divided by
360 but no less than $500.00 per Facility Letter of Credit per
year.  The Borrower shall also pay to the Agent in the event of any
extension or modification of a Facility Letter of Credit which extends the
expiration date or increases the maximum amount available for drawing thereunder
an additional fee calculated and payable on the same basis as that set forth in
the first sentence of this Section 3.9(a) with respect to any such extension or
additional amount.  Whenever an Issuing Bank receives a payment from
the Borrower with respect to any fees incurred in connection with any Facility
Letter of Credit issued by such Issuing Bank, such Issuing Bank shall promptly
remit to the Agent, and the Agent shall promptly remit to each Bank which has
funded its participation in such Facility Letter of Credit, in Dollars and in
same day funds, an amount equal to such Bank's Pro Rata Percentage of such
fees.

     

    (b) Issuing Bank's
Charges.  Each Issuing Bank shall have the right to receive,
solely for its own account, such amounts as it and the Borrower may agree, in
writing, to compensate such Issuing Bank with respect to issuance fees and such
Issuing Bank's out-of-pocket costs of issuing and servicing Facility Letters of
Credit.

     

    (c) Increased
Capital.  If either (i) the introduction of or any change in or
in the interpretation of any law or regulation, or (ii) compliance by any
Issuing Bank or any Bank with any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of law) affects or
would affect (by an amount deemed by such Issuing Bank to be material) the
capital required or expected to be maintained by it or any corporation
controlling it, and such Bank or such Issuing Bank determines, on the basis of
reasonable allocations, that the amount of such capital is increased by (an
amount deemed by such Issuing Bank to be material) or is based (to a degree
deemed by such Issuing Bank to be material) upon its issuance or maintenance of
or participation in, or commitment to issue or to participate in, the Facility
Letters of Credit then, upon demand by such Bank or such Issuing Bank, the
Borrower shall immediately pay to the Agent (for the account of each Bank) or
such Issuing Bank, from time to time as specified by such Bank or such Issuing
Bank, additional amounts sufficient to compensate such Bank or such Issuing Bank
therefor.  A certificate as to such amounts submitted to the Borrower
by such Bank or such Issuing Bank shall, in the absence of manifest error, be
conclusive and binding for all purposes.

     

    3.10 Transitional
Provisions.  Schedule 3.10
contains a schedule of certain Letters of Credit issued for the account of the
Borrower prior to the Closing Date by one or more of the Issuing
Banks.  Subject to the satisfaction of the conditions precedent
contained in Section 8, on the Closing Date (a) such Letters of Credit shall be
deemed to be converted into Facility Letters of Credit issued pursuant to
Section 3.3; and (b) the face amount of such Letters of Credit shall be included
in the calculation of the Facility Letter of Credit Obligations.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    4. PAYMENTS
AND PREPAYMENTS

     

    4.1 Required
Prepayments

     

    (a) The
Borrower agrees that if at any time it or the Agent determines that the sum of
(i) the aggregate principal amount of Loans outstanding and (ii) the face amount
of Facility Letters of Credit issued hereunder exceeds the Commitments, then the
Borrower shall make a prepayment of principal of the Loans in an amount at least
equal to such excess.

     

    (b) Upon the
Borrower's reduction or termination of the Commitments under Section 4.6, the
Borrower shall make such prepayments as are required by the terms of Section
4.6.

     

    4.2 Repayment of the
Loans.  Borrower shall repay the principal amount of each Loan,
on the last day of the Rate Period for such Loan, together with all accrued and
unpaid interest thereon as of such date, irrespective of any claim, set off,
defense, or other right which the Borrower may have at any time against any
Bank, the Agent or any other Person.

     

    4.3 Place of Payment or Prepayment.
All payments and prepayments made in accordance with the provisions of
this Agreement or of the Notes or of any other Loan Document or of the Letter of
Credit Reimbursement Agreements in respect of commitment fees or of principal or
interest on the Notes shall be made to the Agent for the account of the Banks at
its Domestic Lending Office, no later than noon, Houston time, in immediately
available funds.  Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make any payment due hereunder in full, the Agent may
assume that the Borrower has made such payment in full to the Agent on such date
and the Agent may, in reliance upon such assumption, cause to be distributed to
each Bank on such due date an amount equal to the amount then due to such
Bank.  If and to the extent the Borrower shall not have so made such
payment in full to the Agent, each Bank shall repay to the Agent forthwith on
demand such amount distributed to such Bank together with interest thereon, for
each day from the date such amount is distributed to such Bank until the date
such Bank repays such amount to the Agent, at the Federal Funds
Rate.  If and to the extent that the Agent receives any payment or
prepayment from the Borrower and fails to distribute such payment
or  prepayment to the Banks ratably on the basis of their respective
Pro Rata Percentage on the day the Agent receives such payment or prepayment,
and such distribution shall not be so made by the Agent in full on the required
day, the Agent shall pay to each Bank such Bank's Pro Rata Percentage thereof
together with interest thereon at the Federal Funds Rate for each day from the
date such amount is paid to the Agent by the Borrower until the date the Agent
pays such amount to such Bank.

     

    4.4 No Prepayment Premium or
Penalty.  Each prepayment pursuant to Section 4.1 or 4.3 shall
be without premium or penalty, subject in the case of Eurodollar Rate Loans to
the provisions of Section 2.3(d).

     

    4.5 Taxes.  All payments
(whether of principal, interest, reimbursements or otherwise) under this
Agreement or on the Notes or in respect of Facility Letter of Credit Obligations
shall be made by the Borrower without set off or counterclaim and shall be made
free and clear of and without deduction for any present or future tax, levy,
impost or any other charge, if any, of any nature whatsoever now or hereafter
imposed by any taxing authority.  If the making of such payments is
prohibited by law, unless such a tax, levy, impost or other charge is deducted
or withheld therefrom, the Borrower shall pay to the Banks, on the date of each
such payment, such additional amounts as may be necessary in order that the net
amounts received by the Banks after such deduction or withholding shall equal
the amounts which would have been received if such deduction or withholding were
not required.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    4.6 Reduction or Termination of
Commitments.  The Borrower may at any time or from time to time
reduce or terminate the Commitment of each Bank by giving not less than ten (10)
full Business Days' prior written notice to such effect to the Agent, provided
that any partial reduction shall be in the amount of $1,000,000.00 or an
integral multiple thereof.  Concurrently with each such reduction or
termination, all amounts in excess of the reduced Commitments shall be
automatically due and payable and it is a condition to the effectiveness of such
reduction that the Borrower shall immediately prepay the entire amount of such
excess together with all accrued interest thereon and such other amounts that
may be required to be paid in consequence of such prepayment under Section
2.3(d).  Promptly after the Agent's receipt of such notice of
reduction, the Agent shall notify each Bank of the proposed reduction and such
reduction shall be effective on the date specified in the Borrower's notice with
respect to such reduction and shall reduce the Commitment of each Bank
proportionately in accordance with its Pro Rata Percentage (and such reduction
shall also ratably reduce the Commitments related to Facility Letters of
Credit).  After each such reduction, the commitment fee shall be
calculated upon the Commitments as so reduced.  The Commitment of each
Bank shall automatically terminate on the Maturity Date or in the event of
acceleration of the maturity date of the Notes.  Each reduction of the
Commitment hereunder shall be irrevocable.

     

    
      5. COMMITMENT
FEE AND OTHER FEES

    

     

    5.1 Commitment
Fee.   The Borrower agrees to pay to the Agent for the
account of each Bank a commitment fee based on a year of 360 days, from the
Closing Date to, but not including, the Maturity Date (or such earlier date as
of which all Commitments shall have terminated), on the daily average unused
amount of each Bank’s Commitment, such commitment fee to be payable quarterly in
arrears on (a) the last day of each March, June, September, and December,
commencing on June 30, 2008 and (b) the Maturity Date, at a rate per annum
changing with the rating of the Borrower’s unsecured, non-credit enhanced Senior
Funded Debt, and determined in accordance with the following grid:

     

    
      	
               

              Rating of the
      Borrower’s
      unsecured, non-credit enhanced Senior Funded Debt

            	
               

              Percentage
      Per Annum

            
	
               

              Equal
      to or greater than A3 by Moody’s Investor Service, Inc. and equal to or greater than A- by Standard
      and Poor’s Ratings Group

            	
               

              0.080%

            
	
               

              Baa1
      by Moody’s Investor Service, Inc. or
      BBB+ by Standard and Poor’s Ratings Group

            	
               

              0.100%

            
	
               

              Baa2
      by Moody’s Investor Service, Inc. or
      BBB by Standard and Poor’s Ratings Group

            	
               

              0.110%

            
	
               

              Baa3
      by Moody’s Investor Service, Inc. or
      BBB- by Standard and Poor’s Ratings Group

            	
               

              0.150%

            
	
               

              Ba1
      by Moody’s Investor Service, Inc. or
      BB+ by Standard and Poor’s Ratings Group

            	
               

              0.200%

            
	
               

              Less
      than Ba1 by Moody’s Investor Service, Inc. and less than BB+ by Standard and Poor’s
      Ratings Group

            	
               

              0.250%

            


    

    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    Notwithstanding
the foregoing provisions, in the event that ratings of the Borrower’s unsecured,
non-credit enhanced Senior Funded Debt under Standard & Poor’s Ratings Group
and under Moody’s Investor Service, Inc. fall within different rating categories
which are not functional equivalents, the above-described commitment fee shall
be based on the higher of such ratings if there is only one category
differential between the functional equivalents of such ratings, and if there is
a two category differential between the functional equivalents of such ratings,
the component of pricing from the grid set forth above shall be based on the
rating category which is then in the middle of or between the two category
ratings which are then in effect, and if there is greater than a two category
differential between the functional equivalents of such ratings, the component
of pricing from the grid set forth above shall be based on the rating category
which is then one rating category above the lowest of the two category ratings
which are then in effect. Additionally, in the event that Borrower withdraws
from having its unsecured, non-credit enhanced Senior Funded Debt being rated by
Moody’s Investor Service, Inc. or Standard and Poor’s Ratings Group, so that one
or both of such ratings services fails to rate the Borrower’s unsecured,
non-credit enhanced Senior Funded Debt, the component of pricing from the grid
set forth above for purposes of determining the applicable commitment fee for
all periods thereafter shall be 0.250% until such time as the Borrower
subsequently causes its unsecured, non-credit enhanced Senior Funded Debt to be
rated by both of said ratings services.

     

    5.2 Facility Letter of Credit
Fee.  The Borrower shall pay to the Agent, for the account of
each Issuing Bank, the Facility Letter of Credit Fees as set forth in Section
3.9.

     

    5.3 Fees Not Interest;
Nonpayment.  The fees described in this Agreement represent
compen­sation for services rendered and to be rendered separate and apart
from the lending of money or the provision of credit and do not constitute
compensation for the use, detention, or forbearance of money, and the obligation
of the Borrower to pay each fee described herein shall be in addition to, and
not in lieu of, the obligation of the Borrower to pay interest, other fees
described in this Agree­ment, and expenses otherwise described in this
Agreement.  Fees shall be payable when due in Dollars and in
immediately available funds.  The commitment fee referred to in
Section 5.1 shall be non-refundable, and shall, to the fullest extent permitted
by law, bear interest, if not paid when due, at a rate per annum equal to the
lesser of (a) five percent (5%) above the Alternate Base Rate as in effect from
time to time or (b) the Highest Lawful Rate.

     

    5.4 Utilization
Fee.  The Borrower agrees to pay to Agent, for the account of
each Bank, a utilization fee at a rate per annum equal to 0.100%, based on a
year of 360 days, from the Closing Date to, but not including, the Maturity Date
(or such earlier date as of which the Commitments have been terminated), on the
daily average of the aggregate principal amount of the Loans outstanding on
those days when such aggregate principal amount of the Loans outstanding exceeds
fifty percent (50%) of the aggregate amount of the Commitments, such utilization
fee to be payable quarterly in arrears on (a) the last day of each March, June,
September, and December, commencing on June 30, 2008, and (b) the Maturity
Date.  Additionally, the unpaid utilization fee that accrued under the
terms of Section 5.4 of the Original Agreement through the Closing Date shall be
due and payable on June 30, 2008.

     

    6. APPLICATION
OF PROCEEDS

     

    6.1           Application of Proceeds. The
Borrower agrees that the proceeds of the Loans shall be used to provide working
capital and for general corporate purposes, including without limitation,
financing the Borrower’s (i) acquisition of Qualifying Assets, (ii) open market
acquisition of its Senior Notes, and (iii) repurchase of its own common stock
and preferred equity securities to the extent permitted under the terms of Section
10.11.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    7. REPRESENTATIONS
AND WARRANTIES

     

    The
Borrower represents and warrants that:

    


    7.1 Organization and
Qualification.  The Borrower and each Subsidiary: (a) are
corporations duly organized, validly existing, and in good standing under the
laws of their respective states of incorporation or formation; (b) have the
corporate or organizational power to own their respective properties and to
carry on their respective businesses as now conducted; and (c) are duly
qualified as foreign entities to do business and are in good standing in every
jurisdiction where such qualification is necessary except when the failure to so
qualify would not or does not have a Material Adverse Effect.  The
Borrower is a corporation organized under the laws of Delaware and has the
Subsidiaries listed on Schedule 7.1 attached
hereto and made a part hereof for all purposes, and no others, each of which is
a Delaware corporation unless otherwise noted on Schedule
7.1.  None of the Subsidiaries listed on Schedule 7.1 as
“Inactive Subsidiaries” conducts or will conduct any business, and none of such
Subsidiaries has any assets other than minimum legal
capitalization.

     

    7.2 Financial
Statements.  The Borrower has furnished the Banks with (a) the
Borrower’s annual audit reports containing the Borrower’s consolidated balance
sheets, statements of income and stockholder's equity and a cash flow statements
as at and for the twelve month period ending December 31, 2007, accompanied by
the certificate of PriceWaterhouse Coopers, LLP and (b) the Borrower’s unaudited
financial report as of the fiscal quarter ending March 31,
2008.  These statements are complete and correct and present fairly in
all material respects in accordance with GAAP, consistently applied throughout
the periods involved, the consolidated financial position of the Borrower and
the Subsidiaries and the results of its and their operations as at the dates
­and for the periods indicated subject, as to interim statements only, to
changes resulting from customary end-of-year credit adjustments which in the
aggregate will not be material.

     

    7.3 Litigation.  Except
as disclosed on Schedule 7.3 or
pursuant to Section 7.16, there is no: (a) action or proceeding pending or, to
the knowledge of the Borrower, threatened against the Borrower or any Subsidiary
before any court, administrative agency or arbitrator which is reasonably
expected to have a Material Adverse Effect; (b) judgment outstanding against the
Borrower for the payment of money which may  reasonably be expected to
result in a Material Adverse Effect; or (c) other outstanding judgment, order or
decree affecting the Borrower or any Subsidiary before or by any administrative
or governmental authority, compliance with or satisfaction of which could
reasonably be expected to result in a Material Adverse Effect.

     

    7.4 Default.  Neither
the Borrower nor any Subsidiary is in default under or in violation of the
provisions of any instrument evidencing any Debt or of any agreement relating
thereto or any judgment, order, writ, injunction or decree of any court or any
order, regulation or demand of any administrative or governmental
instrumentality which default or violation might have a Material Adverse
Effect.

     

    7.5 Title to
Assets.  The Borrower and each Subsidiary have good and
marketable title to their respective assets, including its real and personal
property material to its business, except for minor defects in title that do not
interfere, in any significant manner, with its ability to conduct its business
as currently conducted or to utilize such properties for their intended purposes
and subject to no Liens except those permitted in Section 10.2.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    7.6 Payment of
Taxes.  The Borrower and each Subsidiary have filed all United
States federal income tax returns and all other material tax returns which to
the knowledge of the Borrower are required to be filed by them and have paid or
provided for the payment of all taxes shown on said returns and all assessments
which are due and payable (except such as are being contested in good faith by
appropriate proceedings for which adequate reserves for their payment have been
provided in a manner consistent with the accounting practices followed by the
Borrower).  The Borrower is not aware of any pending investigation by
any taxing authority or of any claims by any governmental authority for any
unpaid taxes in excess of $10,000,000.00.

     

    7.7 Conflicting or Adverse Agreements or
Restrictions.   Neither the execution and delivery of this
Agreement or the Notes or any other Loan Document nor the consummation of the
transactions contemplated hereby nor fulfillment of and compliance with the
respective terms, conditions and provisions hereof or of the Notes or of any
instruments required hereby will conflict in any material respect with or result
in a material breach of any of the terms, conditions or provisions of, or
constitute a material default under, or result in any material violation of, or
result in the creation or imposition of any lien (other than as contemplated or
permitted by this Agreement) on any of the property of the Borrower or any
Subsidiary pursuant to (a) the charter or bylaws applicable to the Borrower or
any Subsidiary; (b) any law or any regulation of any administrative or
governmental instrumentality; (c) any order, writ, injunction or decree of any
court; or (d) the terms, conditions or provisions of any agreement or instrument
to which the Borrower or any Subsidiary is a party or by which it is bound or to
which it is subject, which conflict or default which could reasonably be
expected to result in a Material Adverse Effect.

     

    7.8 Authorization, Validity,
Etc.  The Borrower has the corporate power and authority to
make, execute, deliver and carry out this Agreement and the transactions
contemplated herein, to make the borrowings provided for herein, to execute and
deliver the Notes and to perform its obligations hereunder and under the Notes
and the other Loan Documents to which it is a party and all such action has been
duly authorized by all necessary corporate proceedings on its
part.  This Agreement has been duly and validly executed and delivered
by the Borrower and constitutes the valid and legally binding agreement of the
Borrower enforceable in accordance with its terms, except as limited by Debtor
Laws; and the Notes and the other Loan Documents, when duly executed and
delivered by the Borrower pursuant to the provisions hereof, will constitute the
valid and legally binding obligation of the Borrower enforceable in accordance
with the terms thereof and of this Agreement, except as limited by Debtor
Laws.

     

    7.9 Investment Company Act Not
Applicable.  Neither the Borrower nor any Subsidiary is an
"investment company” or a company "controlled” by an "investment company”,
within the meaning of the Investment Company Act of 1940, as
amended.

     

    7.10 Public Utility Holding Company Act
Not Applicable.  Neither the Borrower nor any Subsidiary is a
"holding company”, or a "subsidiary company” of a "holding company”, or an
"affiliate” of a "holding company”, or an affiliate of a "subsidiary company” of
a "holding company”, as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended.

     

    7.11 Regulations G, T, U and
X.   No Loan shall be a "purpose credit secured directly
or indirectly by margin stock” within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System ("margin stock”); none of the
proceeds of any Loan will be used to extend credit to others for the purpose of
purchasing or carrying any margin stock, or for any other purpose which would
constitute this transaction a "purpose credit secured directly or indirectly by
margin stock” within the meaning of said Regulation U, as now in effect or as
the same may hereafter be in effect.  Neither the Borrower nor any
Subsidiary will take or permit any action which would involve the Banks in a
violation of Regulation G, Regulation T, Regulation U, Regulation X or any other
regu­lation of the Board of Governors of the Federal Reserve System or a
violation of the Securities Exchange Act of 1934, in each case as now or
hereafter in effect.  After applying proceeds of the Loans used to
acquire the equity interests described in the definition of "Qualifying Assets”,
not more than twenty-five percent (25%) of the value (as determined by any
reasonable method) of the assets subject to the negative pledge set forth in
Section 10.2 of the Credit Agreement and the restrictions on dis­position of
assets set forth in Section 10.8 of the Credit Agreement is represented by
margin stock.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    7.12 ERISA.  No
Reportable Event (as defined in § 4043(c) of ERISA) has occurred with respect to
any Plan.  Except as provided in Schedule
7.12, each Plan complies in all material respects with applicable
provisions of ERISA, and the Borrower and each Subsidiary have filed all reports
required by ERISA and the Code to be filed with respect to each
Plan.  Except as provided in
Schedule 7.12, the Borrower has no knowledge of any event which could
result in a liability of the Borrower or any Subsidiary to the Pension Benefit
Guaranty Corporation.  The Borrower and each Subsidiary have met all
requirements with respect to funding the Plans imposed by ERISA or the Code,
other than funding deficiencies in an aggregate amount not exceeding
$10,000,000.00.   Since the effective date of Title IV of ERISA,
there have not been any, nor are there now existing any, events or conditions
that would permit any Plan to be terminated under circumstances which would
cause the lien provided under § 4068 of ERISA to attach to any property of the
Borrower or any Subsidiary.

     

    7.13 No Financing of Certain Security
Acquisitions.  None of the proceeds of any Loan will be used to
acquire any security in any transaction that is subject to §13 or §14 of the
Securities Exchange Act of 1934, as amended, except the equity interests
described in subparagraph (ii) of the definition of "Qualifying
Assets”.

     

    7.14 Franchises, Co-Licenses,
Etc.  The Borrower and each Subsidiary own or have obtained all
the material governmental permits, certificates of authority, leases, patents,
trademarks, service marks, trade names, copyrights, franchises and licenses, and
rights with respect thereto, required or necessary (or, in the sole and
independent judgment of the Borrower, prudent) in connection with the conduct of
their respective businesses as presently conducted or as proposed to be
conducted, the absence of which could reasonably be expected to result in a
Material Adverse Effect.

     

    7.15 Lines of
Business.  The nature of the Borrower's lines of business are
predominately the following:  (a) the operation of energy distribution
and transportation services, including without limitation, natural gas sales,
storage and transportation and distribution, propane sales and distribution and
promotion, marketing and sale of compressed natural gas and the terminaling and
storage of liquefied natural gas; (b) the development and marketing of fuel cell
and distributive energy options; (c) electric marketing/generation; (d) the
operation of fuel oil distribution and transportation networks; (e) gathering
and processing of natural gas; and (f) sales and rentals of appliances utilizing
one or more of the fuel or energy options specified in this Section
7.15.

     

    7.16 Environmental
Matters.  Each of the Borrower and its Subsidiaries
(A) has been and is in substantial compliance with all applicable
Environmental Laws in all material respects and has obtained and is in
substantial compliance with all related permits necessary for the ownership and
operation of its Property and business, except where the failure to so comply
could not reasonably be expected to result in a result in a Material Adverse
Effect, and (B) does not and has not created, handled, transported, used,
or disposed of any Hazardous Materials except in substantial compliance with all
Environmental Laws in all material respects, nor, to its knowledge, has any of
its currently or previously owned Property been used for those purposes, except
where any such action that fails to so comply could not reasonably be expected
to result in a Material Adverse Effect.  Neither the Borrower nor any
of its Subsidiaries (A) has ever been responsible for the Release of any
Hazardous Materials into the environment except in substantial compliance with all
applicable Environmental Laws in all material respects, except where any such
Release that does not so comply could not reasonably be expected to result in a
Material Adverse Effect and, to its knowledge, neither the Borrower’s nor any of
its Subsidiaries’ currently or previously owned Property has been subjected to
any Release of or is contaminated by any Hazardous Materials, except where any
such Release or contamination could not reasonably be expected to result in a
Material Adverse Effect; and (B) has, since December 31, 2000, received
notice of and has ever been investigated for any violation or alleged violation
of any Environmental Law which has not been remedied in accordance with
Environmental Laws, which violation or alleged violation could reasonably be
expected to result in a Material Adverse Effect.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    8. CONDITIONS

     

    The
obligation of the Banks to make any Loans or issue any Facility Letters of
Credit is subject to the following conditions:

    


    8.1 Representations
True and No Defaults

     

    (a) The
representations and warranties contained in Section 7 shall be true and correct
in all material respects on and as of the particular Borrowing Date as though
made on and as of such date;

     

    (b) The
Borrower shall not be in default in the due performance of any covenant on its
part contained in this Agreement; and

     

    (c) no Event
of Default or Default shall have occurred and be continuing.

     

    8.2 Governmental
Approvals.  The Borrower shall have obtained all orders,
approvals or consents of all public regulatory bodies required for the making
and carrying out of this Agreement, the making of the borrowings pursuant
hereto, the issuance of the Notes to evidence such borrowings, and the execution
and delivery of the Security Documents.

     

    8.3 Compliance With
Law.  The business and operations of the Borrower and each
Subsidiary as conducted at all times relevant to the transactions contemplated
by this Agreement to and including the close of business on the particular
Borrowing Date shall have been and shall be in compliance in all material
respects with all applicable State and Federal laws, regulations and orders
affecting the Borrower and each Subsidiary and the business and operations of
any of them.

     

    8.4 Notice of Borrowing and Other
Documents.  On each Borrowing Date, the Banks shall have
received (a) a Notice of Borrowing; and (b) such other documents and
certificates relating to the transactions herein contemplated as the Banks may
reasonably request.

     

    8.5 Payment of Fees and
Expenses.  The Borrower shall have paid (a) all expenses of the
type described in Section 13.3 through the date of such Loan or the issuance of
such Facility Letter of Credit and (b) all closing, structuring and other
invoiced fees owed as of the Closing Date to the Agent, any of the Banks and/or
J. P. Morgan Securities Inc. by the Borrower under this Agreement or any other
written agreement between the Borrower and the Agent, the applicable Bank(s) or
J. P. Morgan Securities Inc.

     

    8.6 Loan Documents, Opinions and Other
Instruments.  As of the Closing Date, the Borrower shall have
delivered to the Agent the following:  (a) this Agreement, each of the
Notes and all other Loan Documents required by the Agent and the Banks to be
executed and delivered by the Borrower in connection with this Agreement; (b) a
certificate from the Secretary of State of the State of Delaware as to the
continued existence and good standing of the Borrower in the State of Delaware;
(c) a certificate from Secretary of State of the State of Texas as to the
continued qualification of the Borrower to do business in the State of Texas;
(d) a current certificate from the Office of the Comptroller of the State of
Texas as to the good standing of the Borrower in the State of Texas; (e) a
Secretary’s Certificate executed by the duly elected Secretary or a duly elected
Assistant Secretary of the Borrower, in a form acceptable to the Agent, whereby
such Secretary or Assistant Secretary certifies that one or more corporate
resolutions adopted by the Board of Directors of the Borrower remain in full
force and effect authorizing the Borrower to secure Loans and Facility Letters
of Credit in accordance with the terms of this Agreement; and (f) a legal
opinion from in-house counsel for the Borrower, dated as of the Closing Date,
addressed to the Agent and the Lenders and otherwise acceptable in all respects
to the Agent in its discretion.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    8.7 Financial
Condition.  As of the Closing Date only, no Material Adverse
Effect shall have occurred with respect to the Borrower, as reflected in the
quarterly financial statements of the Borrower dated March 31, 2008 (copies of
such financial statements having been supplied to the Agent and each
Bank).

     

    9. AFFIRMATIVE
COVENANTS

     

    The
Borrower covenants and agrees that, so long as the Borrower may borrow hereunder
and until payment in full of the Notes, and its other obligations under this
Agreement and the other Loan Documents the Borrower will:

    


    9.1 Financial Statements and
Information.  Deliver to the Banks:

     

    (a) as soon
as available, and in any event within 120 days after the end of each fiscal year
of the Borrower, a copy of the annual audit report of the Borrower and the
Subsidiaries for such fiscal year containing a balance sheet, statements of
income and stockholders equity and a cash flow statement, all in reasonable
detail and certified by PriceWaterhouse Coopers, LLP or another independent
certified public accountant of recognized standing satisfactory to the
Banks.  The Borrower will obtain from such accountants and deliver to
the Banks at the time said financial statements are delivered the written
statement of the accountants that in making the examination necessary to said
certification they have obtained no knowledge of any Event of Default or
Default, or if such accountants shall have obtained knowledge of any such Event
of Default or Default, they shall state the nature and period of existence
thereof in such statement; provided that such
accountants shall not be liable directly or indirectly to the Banks for failure
to obtain knowledge of any such Event of Default or Default; and

     

    (b) as soon
as available, and in any event within sixty (60) days after the end of each
quarterly accounting period in each fiscal year of the Borrower (excluding the
fourth quarter), an unaudited financial report of the Borrower and the
Subsidiaries as at the end of such quarter and for the period then ended,
containing a balance sheet, statements of income and stockholders equity and a
cash flow statement, all in reasonable detail and certified by a financial
officer of the Borrower to have been prepared in all material respects in
accordance with GAAP, except as may be explained in such certificate;
and

     

    (c) copies of
all statements and reports sent to stockholders of the Borrower or filed with
the Securities and Exchange Commission; and

     

    (d) such
additional financial or other information as the Banks may reasonably request
including, without limitation, copies of such monthly, quarterly, and annual
reports of gas purchases and sales that the Borrower is required to deliver to
or file with governmental bodies pursuant to tariffs and/or franchise
agreements.

     

    All
financial statements specified in clauses (a) and (b) above shall be furnished
in consolidated and consolidating form for the Borrower and all Subsidiaries
with comparative consolidated figures for the corresponding period in the
preceding year.  Together with each delivery of financial statements
required by clauses (a) and (b) above, the Borrower will deliver to the Banks
(i) such schedules, computations and other information as may be required to
demonstrate that the Borrower is in compliance with its covenants in Section
10.1 or reflecting any noncompliance therewith as at the applicable date and
(ii) an Officer’s Certificate stating that there exists no Event of Default or
Default, or, if any such Event of Default or Default exists, stating the nature
thereof, the period of existence thereof and what action the Borrower has taken
or proposes to take with respect thereto.  The Banks are authorized to
deliver a copy of any financial statement delivered to it to any regulatory body
having jurisdiction over them, and to disclose same to any prospective assignees
or participant Lenders.

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    9.2 Lease and Investment
Schedules.  Deliver to the Banks:

     

    (a) from time
to time and, in any event, with each delivery of annual financial statements
under Section 9.1(a), a current, complete schedule (in the form of Schedule 9.2) of all
agreements to rent or lease any property (personal, real or mixed, but not
including oil and gas leases) to which the Borrower or any Subsidiary is a party
lessee and which, considered independently or collectively with other leases
with the same lessor, involve an obligation by the Borrower or a Subsidiary to
make payments of at least $1,000,000.00 in any year, showing the total amounts
payable under each such agreement, the amounts and due dates of payments
thereunder and containing a description of the rented or leased property, and
all other information the Majority Banks may request; and

     

    (b) with each
delivery of annual financial statements under Section 9.1(a) a current complete
schedule (in the form of Schedule 9.2) listing
all debt exceeding $1,000,000.00 in principal amount outstanding and equity
owned or held by the Borrower or any Subsidiary containing all information
required by, and in a form satisfactory to, the Banks, except for such debt or
equity of Subsidiaries.

     

    9.3 Books and
Records.  Maintain, and cause each Subsidiary to maintain,
proper books of record and account in all material respects in accordance with
sound accounting practices in which true, full and correct entries will be made
of all their respective dealings and business affairs.

     

    9.4 Insurance.  Maintain,
and cause each Subsidiary to maintain, insurance with financially sound,
responsible and reputable companies in such types and amounts and against such
casualties, risks and contingencies as is customarily carried by owners of
similar businesses and properties, and furnish to the Banks, together with each
delivery of annual financial statements under Section 9.1(a), an Officer's
Certificate containing full information as to the insurance
carried.

     

    9.5 Maintenance of
Property.  Cause its property and the property of each
Subsidiary which is material to the operation of its business or such
Subsidiary’s business to be maintained, preserved, protected and kept in good
repair, working order and condition so that the business carried on in
connection therewith may be conducted properly and efficiently, except for
normal wear and tear.

     

    9.6 Inspection of Property and
Records.  Permit any officer, director or agent of the Agent or
any Bank, on written notice and at such Banks expense, to visit and inspect
during normal business hours any of the properties, corporate books and
financial records of the Borrower and each Subsidiary and discuss their
respective affairs and finances with their principal officers, all at such times
as the Agent or any Bank may reasonably request.

     

    9.7 Existence, Laws,
Obligations.  Maintain, and cause each Subsidiary to maintain,
its corporate existence and franchises, and any license agreements and tariffs
that permit the recovery of a return that the Borrower considers to be fair (and
as to licenses, franchises, and tariffs that are subject to regulatory
determinations of recovery of returns, the Borrower has presented or is
presenting favorable defense thereof); and to comply, and cause each Subsidiary
to comply, with all statutes and governmental regulations noncompliance with
which might have a Material Adverse Effect, and pay, and cause each Subsidiary
to pay, all taxes, assessments, governmental charges, claims for labor,
supplies, rent and other obligations which if unpaid might become a lien against
the property of the Borrower or any Subsidiary except liabilities being
contested in good faith.  Notwithstanding the foregoing, the Borrower
may dissolve those certain inactive and minimally capitalized Subsidiaries
designated as such on Schedule
7.1.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    9.8 Notice of Certain
Matters.  Notify the Agent Bank promptly  upon
acquiring knowledge of the occurrence of any of the following events: (a) the
institution or threatened institution of any lawsuit or administrative
proceeding affecting the Borrower or any Subsidiary that is not covered by
insurance (less applicable deductible amounts) and which, if determined
adversely to the Borrower or such Subsidiary, could reasonably be expected to
result in a Material Adverse Effect; (b) the occurrence of any Material Adverse
Effect, or of any event that could reasonably be expected to result in a
Material Adverse Effect; (c) the occurrence of any Event of Default or any
Default; or (d) a change by Moody's Investors Service, Inc. or by Standard and
Poor's Ratings Group in the rating of the Borrower’s Funded Debt.

     

    9.9 ERISA.  At all
times:

     

    (a) to the extent required of
Borrower under applicable law, maintain and keep in full force and effect
each Plan, subject to
Borrower’s right, in accordance with applicable legal requirements, (i) to amend
any such Plans, (ii) to merge any such Plans, and to (iii) cease benefit
accruals under any such Plans;

     

    (b) to the extent required of
Borrower under applicable law, make contributions to each Plan in a
timely manner and in an amount sufficient to comply with the minimum funding
standards requirements of ERISA;

     

    (c) immediately
upon acquiring knowledge of any "reportable event” or of any "prohibited
transaction”, which “prohibited transaction” may be reasonably likely to result
in a Material Adverse Effect (as such terms are defined in § 4043 and §406
of ERISA) in connection with any Plan, furnish the Banks with a statement
executed by the president or chief financial officer of the Borrower setting
forth the details thereof and the action which the Borrower proposes to take
with respect thereto and, when known, any action taken by the Internal Revenue
Service with respect thereto;   

     

    (d) notify
the Banks promptly upon receipt by the Borrower or any Subsidiary of any notice
of the institution of any proceeding or other action which may result in the
termination of any Plan and furnish to the Banks copies of such
notice;

     

    (e) to the extent required of
Borrower under applicable law, maintain Pension Benefit Guaranty
Corporation liability coverage insurance required under ERISA;

     

    (f) furnish
the Banks with copies of the summary annual report for each Plan filed with the
Internal Revenue Service as the Agent or the Banks may request; and

     

    (g) furnish
the Banks with copies of any request for waiver of the funding standards or
extension of the amortization periods required by § 303 and § 304 of
ERISA or § 412 of the Code promptly after the request is submitted to the
Secretary of the Treasury, the Department of Labor or the Internal Revenue
Service, as the case may be.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    9.10 Compliance with Environmental
Laws.  At all times:

     

    (a) use and
operate, and cause each Subsidiary to use and operate, all of their respective
facilities and properties in material compliance with all applicable
Environmental Laws; keep, and cause each Subsidiary to keep, all necessary
permits, approvals, orders, certificates, licenses and other authorizations
relating to environmental matters in effect and remain in material compliance
therewith; handle, and cause each Subsidiary to handle, all Hazardous Materials
in material compliance with all applicable Environmental Laws; and dispose, and
cause each Subsidiary to dispose, of all Hazardous Materials generated by the
Borrower or any Subsidiary or at any property owned or leased by them at
facilities or with carriers that maintain valid permits, approvals,
certificates, licenses or other authorizations for such disposal under
applicable Environmental Laws;

     

    (b) promptly
notify the Agent and provide copies upon receipt of all written claims,
complaints, notices or inquiries relating to the condition of the facilities and
properties of the Borrower and each Subsidiary under, or their respective
compliance with, applicable Environmental Laws wherein the condition or the
noncompliance that is the subject of such claim, complaint, notice, or inquiry
involves, or could reasonably be expected to involve, liability of or
expenditures by the Borrower and its Subsidiaries of $30,000,000.00 or more;
and

     

    (c) provide
such information and certifications which the Banks may reasonably request from
time to time to evidence compliance with this Section 9.10.

     

    9.11 PGA Clauses.  The
Borrower will use its best efforts to maintain in force provisions in all of its
tariffs and franchise agreements that permit the Borrower to recover from
customers substantially all of the amount by which the cost of gas purchases
exceeds the amount currently billed to customers for the delivery of such gas
(sometimes referred to as PGA clauses).

     

    10. NEGATIVE
COVENANTS

     

    So long
as the Borrower may borrow hereunder and until payment in full of the Notes,
except with the written consent of the Banks:

    


    10.1 Capital
Requirements.  The Borrower will not:

     

    (a) permit
its Consolidated Net Worth at the end of any fiscal quarter to be less than the
sum of (i) $1,267,663,000; (ii) 40% of Consolidated Net Income (if positive) for
the period commencing on January 1, 2004 and ending on the date of
determination, and treated as a single accounting period; (iii) the difference
between (A) 100% of the net proceeds of any issuance of capital or preferred
stock or any other Equity-Preferred Securities by the Borrower or any
consolidated Subsidiary received by the Borrower or such consolidated Subsidiary
at any time after January 1, 2004; and (B) the aggregate amount of all
redemption or repurchase payments hereafter made, if any, by the Borrower and
any such consolidated Subsidiary in connection with the repurchase by the
Borrower or any such consolidated Subsidiary of any of their respective capital
or preferred stock; and (iv) the minority interests in the Borrower’s
Subsidiaries; or

     

    (b) permit
the ratio of its Consolidated Total Indebtedness to its Consolidated Total
Capitalization to be greater than 0.65 to 1.00 at the end of any fiscal quarter;
or

     

    (c) acquire,
or permit any Subsidiary to acquire, any assets other than (i) investments
permitted under Section 10.4, or (ii) Qualifying Assets; or

     

    (d) permit
the ratio of EBDIT to Cash Interest Expense for the four fiscal quarters most
recently ended (considered as a single accounting period) at any time to be less
than 2.00 to 1.00 at all times.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    10.2 Mortgages, Liens, Etc. The
Borrower will not, and will not permit any Subsidiary to, create or permit to
exist any Lien (including the charge upon assets purchased under a conditional
sales agreement, purchase money mortgage, security agreement or other title
retention agreement) upon any of its respective assets, whether now owned or
hereafter acquired, or assign or otherwise convey any right to receive income,
except:

     

    (a) Liens for
taxes not yet due or that are being contested in good faith by appropriate
proceedings;

     

    (b) other
Liens incidental to the conduct of its business or the ownership of its assets
that were not incurred in connection with the borrowing of money or the
obtaining of advances or credit, and that do not in the aggregate materially
detract from the value of such assets or materially impair the use thereof in
the operation of such business;

     

    (c) Liens on
assets of a Subsidiary to secure obligations of such Subsidiary to the Borrower
or another Subsidiary; and

     

    (d) (i) Liens
on property existing at the time of acquisition thereof by the Borrower or any
Subsidiary, including without limitation, (A) any property acquired by the
Borrower in consummating and finalizing any of the Prior Acquisitions, (B) any
Liens existing on any property of Panhandle Eastern or any of its Subsidiaries
to secure existing Debt of Panhandle Eastern or any of its Subsidiaries as of
September 29, 2005, and (C) any Liens against any property of Panhandle Eastern
or any of its Subsidiaries to secure Panhandle Eastern Refinancing Debt (provided such Liens
are limited to property of Panhandle Eastern or any of its Subsidiaries securing
the Debt so extended, refinanced, renewed, replaced, defeased or refunded), or
(ii) purchase money Liens placed on an item of real or personal property
purchased by the Borrower or any Subsidiary to secure a portion of the purchase
price of such property; provided that no such
Lien may encumber or cover any other property of the Borrower or any
Subsidiary.

     

    (e)           Liens
for taxes, assessments and governmental charges or levies imposed upon a Person
or such person's income or profits or property, if the same are not yet due and
payable or if the same are being contested in good faith and as to which
adequate cash reserves have been provided,

     

    (f)           Liens
arising from good faith deposits in connection with tenders, leases, real estate
bids or contracts (other than contracts involving the borrowing of money),
pledges or deposits to secure public or statutory obligations and deposits to
secure (or in lieu of) surety, stay, appeal or custom bonds and deposits to
secure the payment of taxes, assessments, custom duties or other similar
charges,

     

    (g)           encumbrances
consisting of zoning restrictions, easements, or other restrictions on the use
of real property for the purposes intended, and none of which is violated by
existing or proposed structures or land use,

     

    (h)           Liens
existing on property acquired by the Borrower or any of its Subsidiaries at the
time of acquisition, provided that such Liens were not created in contemplation
of such acquisition and do not extend to any assets other than the property so
acquired; and

     

    (i)           any
other Liens (other than the Liens described in clauses (a) through (g) above,
inclusive), if the aggregate amount of all obligations secured by such Liens
does not exceed $50,000,000 at any one time outstanding.

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    10.3 Debt.  The Borrower
will not, and will not permit any Subsidiary to, incur or permit to exist any
Debt, except:

     

    (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 (A) such Debt is otherwise permitted
under Section 10.3(g) and (B) after giving effect to the issuance of such Debt,
the ratio of Consolidated Total Indebtedness to Consolidated Total
Capitalization for Panhandle Eastern and Panhandle Eastern’s Subsidiaries
(excluding the Borrower and all other Subsidiaries of the Borrower for purposes
of such calculation) is no greater than 0.65 to 1.00, 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);

     

    (b) Debt of
any Subsidiary to the Borrower or any other Subsidiary, except to the extent
limited by the terms of Section 10.4(b), and Debt of the Borrower to any
Subsidiary;

     

    (c) Debt
existing as of March 31, 2008 as reflected on financial statements delivered
under Section 7.2(b) and refinancings thereof other than Debt that has been
refinanced by the proceeds of Loans;

     

    (d) endorsements
in the ordinary course of business of negotiable instruments in the course of
collection;

     

    (e) Debt of
the Borrower or any Subsidiary representing the portion of the purchase price of
property acquired by the Borrower or such Subsidiary that is secured by Liens
permitted by the provisions of Section 10.2(d); provided, however, that at no
time may the aggregate principal amount of such Debt outstanding exceed thirty
percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries
as of the applicable determination date;

     

    (f) Debt
evidenced by Senior Notes;

     

    (g) additional
Debt of the Borrower, and additional Debt of Panhandle Eastern and/or any
of Panhandle Eastern’s Subsidiaries (so long as such additional Debt of
Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries is otherwise
permitted under Section 10.3(a)), 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 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, 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; and

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    (h) additional
Debt of Trunkline LNG Holdings or any of its Subsidiaries, so long as (i) such
Debt is to Trunkline LNG Holdings and/or any of its Subsidiaries only and is not
recourse in any respect to the Borrower or any other Subsidiary of the Borrower
(other than Panhandle Eastern and its Subsidiaries), (ii) the proceeds of such
Debt is used solely to finance capital expenditures of Trunkline LNG Holdings
and/or its Subsidiaries, and (iii) after giving effect to such Debt, no Default
or Event of Default shall exist.

     

    10.4 Loans, Advances and
Investments.  The Borrower will not, and will not permit any
Subsidiary to, make or have outstanding any loan or advance to, or own or
acquire any stock or securities of or equity interest or other Investment in,
any Person, except (without duplication):

     

    (a) stock or
other equity interests of (i) the Subsidiaries named in Section 7.1; and (ii)
the same Qualifying Entities as the Qualifying Entities under subparagraph (ii)
of the definition of "Qualifying Assets,” provided that at any
one time the aggregate purchase price paid for such stock in such Qualifying
Entities, including the aggregate amount of Debt assumed or deemed incurred by
the Borrower in connection with the purchase of such stock, is not more than
twenty percent (20%) of the Consolidated Net Worth of the Borrower and its
Subsidiaries as of the applicable determination date;

     

    (b) loans or
advances to a Subsidiary; provided, however, that the
principal amount of such loans and advances for working capital purposes at any
time outstanding to Panhandle Eastern and/or any of Panhandle Eastern’s
Subsidiaries, together with the principal amount of any outstanding working
capital credit facility or facilities provided directly to Panhandle Eastern
and/or any of Panhandle Eastern’s Subsidiaries by any party other than the
Borrower, does not exceed $25,000,000 in the aggregate at any time;

     

    (c) Securities
maturing no more than 180 days after Borrower’s purchase that are
either:

     

                (i) readily
marketable securities issued by the United States or its agencies or
instrumentalities; or

     

                (ii) commercial
paper rated "Prime 2” by Moody’s Investors Service, Inc. ("Moody’s”) or A-2 by
Standard and Poor’s Ratings Group ("S&P”); or

     

                (iii) certificates
of deposit or repurchase contracts on customary terms with financial
institutions in which deposits are insured by any agency or instrumentality of
the United States; or

     

                (iv) readily
marketable securities received in settlement of liabilities created in the
ordinary course of business; or

     

                (v) obligations
of states, agencies, counties, cities and other political subdivisions of any
state rated at lest MIG2, VMIG2 or Aa by Moody’s or AA by S&P;
or

     

                (vi) loan
participations in credits in which the borrower’s debt is rated at least Aa or
Prime 2 by Moody’s or AA or A-2 by S&P; or

     

                (vii) money
market mutual funds that are regulated by the Securities and Exchange
Commission, have a dollar-weighted average stated maturity of 90 days or fewer
on their investments and include in their investment objectives the maintenance
of a stable net asset value of $1 for each share.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    (d) other
equity interests owned by a Subsidiary on the date of this Agreement and such
additional equity interests to the extent (but only to the extent) that such
Subsidiary is legally obligated to acquire those interests on the date of this
Agreement, in each case as disclosed to the Banks in writing;

     

    (e) loans or
advances by the Borrower to customers in connection with and pursuant to
marketing and merchandising products that the Borrower reasonably expects to
increase sales of the Borrower or Subsidiaries, provided that: (i)
such loans must be either less than $2,000,000.00 to any one customer (or group
of affiliated customers, shown on the Borrower’s records to be Affiliates) or
must be disclosed on Schedule 9.2 hereof;
and (ii) all such loans must not exceed $24,000,000.00 in the aggregate
outstanding at any time;

     

    (f) travel
and expense advances in the ordinary course of business to officers and
employees;

     

    (g) stock or
securities of or equity interests in, any Person provided that, after giving
effect to the acquisition and ownership thereof, the Borrower is in compliance
with the provisions of Section 10.1(c) of this Agreement; and

     

    (h) loans,
advances or other Investments by the Borrower or any Subsidiary not otherwise
permitted under the other provisions of this Section 10.4, so long as the sum of
the outstanding balance of all of such loans and advances and the purchase price
paid for all of such other Investments does not exceed in the aggregate seven
percent (7%) of the Consolidated Net Worth of the Borrower and its Subsidiaries
as of the applicable determination date.

     

    10.5 Stock and Debt of
Subsidiaries.  The Borrower will not, and will not permit any
Subsidiary to, sell or otherwise dispose of any shares of stock, other equity
interests or Debt of any Subsidiary, or permit any Subsidiary to issue or
dispose of its stock (other than directors' qualifying shares), except for the
following: (i) the sale, transfer or issuance of stock, other equity interests
or Debt of any Subsidiary to the Borrower or another Subsidiary of the Borrower;
(ii) the sale of stock in Sea Robin Pipeline Company and Debt of Sea Robin
Pipeline Company, (iii) the issuance by other Subsidiaries of the Borrower
formed for the purpose of issuing Equity-Preferred Securities, and (v) the sale
or issuance of Debt  otherwise permitted under Section
10.3.

     

    10.6 Merger, Consolidation,
Etc.  The Borrower will not, and will not permit any Subsidiary
to, merge or consolidate with any other Person or sell, lease, transfer or
otherwise dispose of (whether in one transaction or a series of transactions)
all or a substantial part of its assets or acquire (whether in one transaction
or a series of transactions) all or a substantial part of the assets of any
Person, except that:

     

    (a) any
Subsidiary may merge or consolidate with the Borrower (provided that the
Borrower shall be the continuing or surviving corporation) or with any one or
more Subsidiaries;

     

    (b) any
Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets
to the Borrower or another Subsidiary;

     

    (c) the
Borrower may acquire the assets of any Person, provided that, after
giving effect to such acquisition, the Borrower is in compliance with the
provisions of Sections 10.1(c); and

     

    (d) the
Borrower or any Subsidiary may sell, lease, assign or otherwise dispose of
assets as otherwise permitted under Section 10.8.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    10.7 Supply and Purchase
Contracts.  The Borrower will not, and will not permit any
Subsidiary to, enter into or be a party to any contract for the purchase of
materials, supplies or other property if such contract requires that payment for
such materials, supplies or other property shall be made regardless of whether
or not delivery is ever made or tendered of such materials, supplies and other
property, except in those circumstances and involving those supply or purchase
contracts that the Borrower reasonably considers to be necessary or helpful in
its operations in the ordinary course of business and that the Borrower
reasonably considers not to be unnecessarily burdensome on the Borrower or its
Subsidiaries.

     

    10.8 Sale or Other Disposition of Assets.
The Borrower will not, and will not permit any Subsidiary to, except as
permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of
(whether in one transaction or in a series of transactions) all or any part of
its Property (whether now owned or hereafter acquired); provided, however, that (i) the
Borrower or any Subsidiary may in the ordinary course of business dispose of (a)
Property consisting of Inventory; and (b) Property con­sist­ing of goods
or equipment that are, in the opinion of the Borrower or any Subsidiary,
obsolete or unproductive, but if in the good faith judgment of the Borrower or
any Subsidiary such disposition with­out replacement thereof would have a
Material Adverse Effect, such goods and equipment shall be replaced, or their
utility and function substituted, by new or existing goods or equipment;
(ii) the Borrower may transfer or dispose of any of its Property (in any
transaction or series of transactions) to any Subsidiary or Subsidiaries only if
such Property so transferred or disposed of after September 29, 2005 has an
aggregate value (determined after depreciation and in accordance with GAAP) of
not more than ten percent (10%) of the aggregate value of all of the Borrower’s
and its Subsidiaries’ real property and tangible personal property other than
Inventory considered on a consolidated basis and determined after depreciation
and in accordance with GAAP, as of June 30, 2005; (iii) the Borrower may dispose
of its real property in one or more sale/leaseback transactions, provided that
any Debt incurred in connection with such transaction does not create a Default
as defined herein; (iv) the Borrower or any Subsidiary may dispose of real
property or tangible personal property other than Inven­tory (in
consideration of such amount as in the good faith judgment of the Borrower or
such Subsidiary represents a fair consideration therefor), provided that the
aggregate value of such property disposed of (determined after depreciation and
in accordance with GAAP) after September 29, 2005 does not exceed ten percent
(10%) of the aggregate value of all of the Borrower’s and its Subsidiaries’ real
property and tangible personal property other than Inventory considered on a
consolidated basis and deter­mined after depreciation and in accordance with
GAAP, as of June 30, 2005; (v) the Borrower may dispose of Qualifying
Assets of the type described in clause (ii) of the definition of Qualifying
Assets, provided that the Borrower applies the net proceeds from such
disposition against the Loans in an amount equal to the amount of Loan proceeds
previously advanced to finance the acquisition of such clause (ii) Qualifying
Assets; and (vi) the Borrower may sell all stock or all or substantially
all of the assets in Sea Robin Pipeline Company or the assets of its New England
Gas Company division.

     

    10.9 Discount or Sale of
Receivables.  The Borrower will not, and will not permit any
Subsidiary, other than Southern Union Total Energy Services, Inc., to discount
or sell with recourse, or sell for less than the face value thereof (including
any accrued interest) any of its notes receivable, receivables under leases or
other accounts receivable.

     

    10.10 Change in Accounting
Method.  The Borrower will not, and will not permit any
Subsidiary to, make any change in the method of computing depreciation for
either tax or book purposes or any other material change
in  accounting method representing any departure from GAAP without the
Majority Banks' prior written approval.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    10.11 Restricted
Payment.   The Borrower will not pay or declare any
­Restricted Payment unless immediately prior to such payment and after giving
effect to such payment, the Borrower could incur at least $1 of additional Debt
without violating the provisions of Section 10.3(g) and after giving
effect thereto no Default or Event of Default ­exists hereunder; provided, however, that (i) the Borrower shall
have the ability to purchase or agree to purchase all or part of its 7.55%
Noncumulative Preferred Stock, Series A at any time if, after giving effect
thereto, no Default or Event of Default exists hereunder and
(ii) the Borrower’s ability to purchase or agree to purchase its
common stock and/or preferred equity securities (including without limitation,
Equity-Preferred Securities) shall be limited as follows: (a) not more than
$50,000,000 in the aggregate of common stock and other preferred equity
securities may be repurchased per each fiscal year of the Borrower at any time
the ratio of Consolidated Total Indebtedness to Consolidated Total
Capitalization for the Borrower and its Subsidiaries is greater than 0.60 to
1.00; (b) not more than $100,000,000 in the aggregate of common stock and other
preferred equity securities may be repurchased per each fiscal year of the
Borrower at any time the ratio of Consolidated Total Indebtedness to
Consolidated Total Capitalization for the Borrower and its Subsidiaries is less
than or equal to 0.60 to 1.00; and (c) no repurchases of common stock or other
preferred equity securities may be made if the Borrower’s unsecured, non-credit
enhanced senior debt as specified by Standard & Poor’s Ratings Group and
Moody’s Investor Service, Inc. falls below either BBB- or Baa3,
respectively.

     

    10.12 Securities Credit
Regulations.  Neither the Borrower nor any Subsidiary will take
or permit any action which might cause the Loans or the Facility Letter of
Credit Obligations or this Agreement to violate Regulation G, Regulation T,
Regulation U, Regulation X or any other regulation of the Board of Governors of
the Federal Reserve System or a violation of the Securities Exchange Act of
1934, in each case as now or hereafter in effect.

     

    10.13 Nature of Business;
Management.  The Borrower will not, and will not permit any
Subsidiary to: (a) change its principal line of business; or (b) enter into any
business not within the scope of Section 7.15 and the definition of Qualifying
Assets; or (c) permit any material overall change in the management of the
Borrower.

     

    10.14 Transactions with Related
Parties.  The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction or agreement with any officer,
director or holder of ten percent (10%) or more of any class of the outstanding
capital stock of the Borrower or any Subsidiary (or any Affiliate of any such
Person) unless the same is upon terms substantially similar to those obtainable
from wholly unrelated sources.

     

    10.15 Hazardous
Materials.  The Borrower will not, and will not permit any
Subsidiary to (a) cause or permit any Hazardous Materials to be placed, held,
used, located, or disposed of on, under or at any of such Person's property or
any part thereof by any Person in a manner which could reasonably be expected to
result in a Material Adverse Effect; (b) cause or permit any part of any of such
Person's property to be used as a manufacturing, storage, treatment or disposal
site for Hazardous Materials, where such action could reasonably be expected to
result in a Material Adverse Effect; or (c) cause or suffer any liens to be
recorded against any of such Person's property as a consequence of, or in any
way related to, the presence, remediation, or disposal of Hazardous
Materials  in or about any of such Person’s  property,
including any so-called state, federal or local "superfund” lien relating to
such matters, where such recordation could reasonably be expected to result in a
Material Adverse Effect.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    11. EVENTS
OF DEFAULT; REMEDIES

     

    If any of
the following events shall occur, then the Agent shall at the request, or may
with the consent, of the holders of more than fifty percent (50%) in principal
amount of the Notes then outstanding or, if no Note is then outstanding, Banks
having more than fifty percent (50%) of the Commitments, (a) by notice to the
Borrower, declare the Commit­ment of each Bank and the several obligation of
each Bank to make Loans hereunder to be termi­nated, whereupon the same
shall forthwith terminate, and (b) declare the Notes and all interest accrued
and unpaid thereon, and all other amounts payable under the Notes, this
agreement and the other Loan Documents, to be forthwith due and payable,
whereupon the Notes, all such interest and all such other amounts, shall become
and be forthwith due and payable without presentment, demand, protest, or
further notice of any kind (including, without limitation, notice of default,
notice of intent to accelerate and notice of acceleration), all of which are
hereby expressly waived by the Borrower; provided, however, that with
respect to any Event of Default described in Sections 11.7 or 11.8 here­of,
(i) the Commitment of each Bank and the obligation of the Banks to make Loans
shall automati­cally be terminated and (ii) the entire unpaid principal
amount of the Notes, all interest accrued and unpaid thereon, and all such other
amounts payable under the Notes, this Agreement and the other Loan Documents,
shall automatically become immediately due and payable, without presentment
demand, protest, or any notice of any kind (including, without limitation,
notice of default, notice of intent to accelerate and notice of acceleration),
all of which are hereby expressly waived by the Borrower:

     

    11.1 Failure to Pay Principal or
Interest.  The Borrower does not pay, repay or prepay any
principal of or interest on any Note when due.

     

    11.2 Failure to Pay Commitment Fee or
Other Amounts.  The Borrower does not pay any commitment fee or
any other obligation or amount payable under this Agreement, the Notes, or any
Letter of Credit Reimbursement Agreement within five (5) calendar days after the
same shall have become due.

     

    11.3 Other Debt
Default.  The Borrower or any Subsidiary fails to pay principal
or interest on any other Debt aggregating more than $3,000,000.00 when due and
any related grace period has expired, or the holder of any of such other Debt
declares such Debt due prior to its stated maturity because of the Borrower's or
any Subsidiary's default thereunder and the expiration of any related grace
period, or the occurrence of a default or event of default under the Bridge Loan
that is not cured or effectively waived prior to the expiration of any related
grace period.

     

    11.4 Misrepresentation or Breach of
Warranty.  Any representation or warranty made by the Borrower
herein or otherwise furnished to the Bank in connection with this Agreement or
any other Loan Document shall be incorrect, false or misleading in any material
respect when made.

     

    11.5 Violation of Negative
Covenants.  The Borrower violates any covenant, agreement or
condition contained in Sections 10.2, 10.3, 10.5, 10.6, 10.8, 10.9, 10.10,
10.11, or 10.15.

     

    11.6 Violation of Other Covenants,
Etc.  The Borrower violates any other covenant, agreement or
condition contained herein (other than the covenants, agreements and conditions
set forth or described in Sections 11.1, 11.2, 11.3, 11.4, and 11.5 above) or in
any other Loan Document and such violation shall not have been remedied within
(30) days after the earlier of (i) actual discovery by the Borrower of such
violation or (ii) written notice has been received by the Borrower from the Bank
or the holder of the Note.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    11.7 Bankruptcy and Other
Matters.  The Borrower or any Subsidiary (a) makes an
assignment for the benefit of creditors; or (b) admits in writing its inability
to pay its debts generally as they become due; or (c) generally fails to pay its
debts as they become due; or (d) files a petition or answer seeking for itself,
or consenting to or acquiescing in, any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
applicable Debtor Law (including, without limitation, the Federal Bankruptcy
Code); or (i) there is appointed a receiver, custodian, liquidator, fiscal
agent, or trustee of the Borrower or any Subsidiary or of the whole or any
substantial part of their respective assets; or (ii) any court enters an order,
judgment or decree approving a petition filed against the Borrower or any
Subsidiary seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any Debtor Law and either such
order, decree or judgment so filed against it is not dismissed or stayed (unless
and until such stay is no longer in effect) within thirty (30) days of entry
thereof or an order for relief is entered pursuant to any such law.

     

    11.8 Dissolution.  Any
order is entered in any proceeding against the Borrower or any Subsidiary
decreeing the dissolution, liquidation, winding-up or split-up of the Borrower
or such Subsidiary, and such order remains in effect for thirty (30)
days.

     

    11.9 Undischarged
Judgment.  Final judgment or judgments in the aggregate, that
might be or give rise to Liens on any property of the Borrower or any
Subsidiary, for the payment of money in excess of $10,000,000.00 shall be
rendered against the Borrower or any Subsidiary and the same shall remain
undischarged for a period of thirty (30) days during which execution shall not
be effectively stayed by an unexhausted appeal process, which causes the
applicable judgment or judgments to not be final and
non-appealable.

     

    11.10 Environmental
Matters.  The occurrence of any of the following events that
could result in liability to the Borrower or any Subsidiary under any
Environmental Law or the creation of a Lien on any property of the Borrower or
any Subsidiary in favor of any governmental authority or any other Person for
any liability under any Environmental Law or for damages arising from costs
incurred by such Person in response to a Release or threatened Release of
Hazardous Materials into the environment if any such asserted liability or Lien
could reasonably be expected to result in a Material Adverse
Effect:

     

    (a) the
Release of Hazardous Materials at, upon, under or within the property owned or
leased by the Borrower or any Subsidiary or any contiguous
property;

     

    (b) the
receipt by the Borrower or any Subsidiary of any summons, claim, complaint,
judgment, order or similar notice that it is not in compliance with or that any
governmental authority is investigating its compliance with any Environmental
Law;

     

    (c) the
receipt by the Borrower or any Subsidiary of any notice or claim to the effect
that it is or may be liable for the Release or threatened Release of Hazardous
Materials into the environment; or

     

    (d) any
governmental authority incurs costs or expenses in response to the Release of
any Hazardous Material which affects in any way the properties of the Borrower
or any Subsidiary.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    11.11 Other Remedies.  In
addition to and cumulative of any rights or remedies expressly provided for in
this Section 11, if any one or more Events of Default shall have occurred, the
Agent shall at the request, and may with the consent, of the Majority Banks
proceed to protect and enforce the rights of the Banks hereunder by any
appropriate proceedings.  The Agent shall at the request, and may with
the consent, of the Majority Banks also proceed either by the specific
performance of any covenant or agreement contained in this Agreement or by
enforcing the payment of the Notes or by enforcing any other legal or equitable
right provided under this Agreement or the Notes or otherwise existing under any
law in favor of the holder of the Notes.

     

    11.12 Remedies
Cumulative.  No remedy, right or power conferred upon the Banks
is intended to be exclusive of any other remedy, right or power given hereunder
or now or hereafter existing at law, in equity, or otherwise, and all such
remedies, rights and powers shall be cumulative.

     

    12. THE
AGENT

     

    12.1 Authorization and
Action.  Each Bank hereby appoints JPMorgan as its Agent under
and irrevocably authorizes the Agent (subject to Sections 12.1 and 12.7) to take
such action as the Agent on its behalf and to exercise such powers under this
Agreement and the Notes as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental
thereto.  Without limitation of the foregoing, each Bank expressly
authorizes the Agent to execute, deliver, and perform its obligations under this
Agreement, and to exercise all rights, powers, and remedies that the Agent may
have hereunder.  As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act, or to refrain from acting (and shall be
fully protected in so acting or refraining from acting), upon the instructions
of the Majority Banks, and such instructions shall be binding upon all the Banks
and all holders of any Note; provided, however, that the
Agent shall not be required to take any action which exposes the Agent to
personal liability or which is contrary to this Agreement or applicable
law.  The Agent agrees to give to each Bank prompt notice of each
notice given to it by the Borrower pursuant to the terms of this
Agreement.

     

    12.2 Agent's Reliance,
Etc.  Neither the Agent nor any of its directors, officers,
agents, or employees shall be liable to any Bank for any action taken or omitted
to be taken by it or them under or in connection with this Agreement, the Notes
and the other Loan Documents, except for its or their own gross negligence or
willful misconduct.  Without limitation of the generality of the
foregoing, the Agent: (a) may treat the original or any successor holder of any
Note as the holder thereof until the Agent receives notice from the Bank which
is the payee of such Note concerning the assignment of such Note; (b) may employ
and consult with legal counsel (including counsel for the Borrower), independent
public accountants, and other experts selected by it and shall not be liable to
any Bank for any action taken, or omitted to be taken, in good faith by it or
them in accordance with the advice of such counsel, accountants, or experts
received in such consultations and shall not be liable for any negligence or
misconduct of any such counsel, accountants, or other experts; (c) makes no
warranty or representation to any Bank and shall not be responsible to any Bank
for any opinions, certifications, statements, warranties, or representations
made in or in connection with this Agreement; (d) shall not have any duty to any
Bank to ascertain or to inquire as to the performance or observance of any of
the terms, covenants, or conditions of this Agreement or any other instrument or
document furnished pursuant thereto or to satisfy itself that all conditions to
and requirements for any Loan have been met or that the Borrower is entitled to
any Loan or to inspect the property (including the books and records) of the
Borrower or any Subsidiary; (e) shall not be responsible to any Bank for the due
execution, legality, validity, enforceability, genuineness, sufficiency, or
value of this Agreement or any other instrument or document furnished pursuant
thereto; and (f) shall incur no liability under or in respect of this Agreement
by acing upon any notice, consent, certificate, or other instrument or writing
(which may be by telegram, cable, telex, or otherwise) believed by it to be
genuine and signed or sent by the proper party or
parties.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    12.3 Defaults.  The Agent
shall not be deemed to have knowledge of the occurrence of a Default (other than
the nonpayment of principal of or interest hereunder or of any fees) unless the
Agent has received notice from a Bank or the Borrower specifying such Default
and stating that such notice is a Notice of Default.  In the event
that the Agent receives such a notice of the occurrence of a Default, the Agent
shall give prompt notice thereof to the Banks (and shall give each Bank prompt
notice of each such nonpayment).  The Agent shall (subject to Section
12.7) take such action with respect to such Default; provided that, unless and
until the Agent shall have received the directions referred to in Sections 12.1
or 12.7, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable and in the best interest of the Banks.

     

    12.4 JPMorgan and
Affiliates.  With respect to its Commitment, any Loan made by
it, and the Note issued to it, JPMorgan shall have the same rights and powers
under this Agreement as any other Bank  and may exercise the same as
though it were not the Agent;  and the term "Bank" or "Banks" shall,
unless otherwise expressly indicated, include JPMorgan in its individual
capacity.  JPMorgan and its respective Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in
any kind of business with, the Borrower, any of its respective Affiliates and
any Person who may do business with or own securities of the Borrower or any
such Affiliate, all as if JPMorgan were not the Agent and without any duty to
account therefor to the Banks.

     

    12.5 Non-Reliance on Agent and Other
Banks.  Each Bank agrees that it has, independently and without
reliance on the Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis
of  the Borrower and each Subsidiary and its decision to enter into
the transactions contemplated by this Agreement and that it will, independently
and without reliance upon the Agent or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement.  The Agent shall not be required to keep itself informed as
to the performance or observance by the Borrower of this Agreement or to inspect
the properties or books of the Borrower or any Subsidiary.  Except for
notices, reports, and other documents and information expressly required to be
furnished to the Banks by the Agent hereunder, the Agent shall not have any duty
or responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition, or business of the Borrower or any
Subsidiary (or any of their Affiliates) which may come into the possession of
the Agent or any of its Affiliates.

     

    12.6 Indemnification.  Notwithstanding
anything to the contrary herein contained, the Agent shall be fully justified in
failing or refusing to take any action hereunder unless it shall first be
indemnified to its satisfaction by the Banks against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, and disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of its taking or continuing to take any action.  Each Bank
agrees to indemnify the Agent (to the extent not reimbursed by the Borrower),
according to such Bank's Commitment, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, and disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Agent in any way relating to or
arising out of this Agreement or the Notes or any action taken or omitted by the
Agent under this Agreement or the Notes; provided that no Bank shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses, or disbursements
resulting from the gross negligence or willful misconduct of the person being
indemnified; and provided further that it is
the intention of each Bank to indemnify the Agent against the consequences of
the Agent's own negligence, whether such negligence be sole, joint, concurrent,
active or passive.   Without limitation of the foregoing, each
Bank agrees to reimburse the Agent promptly upon demand for its Pro Rata
Percentage of any out-of-pocket expenses (including attorneys' fees) incurred by
the Agent in connection with the preparation, administration, or enforcement of,
or legal advice in respect of rights or responsibilities under, this Agreement
and the Notes, to the extent that the Agent is not reimbursed for such expenses
by the Borrower.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    12.7 Successor
Agent.  The Agent may resign at any time as Agent under this
Agreement by giving written notice thereof to the Banks and the Borrower and may
be removed at any time with or without cause by the  Majority
Banks.  Upon any such resignation or removal, the Majority Banks shall
have the right to appoint a successor Agent.  If  no
successor Agent shall have been so appointed by the Majority Banks or shall have
accepted such appointment within thirty (30) days after the retiring Agent's
giving of  notice of resignation or the Majority Banks' removal of the
retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall be a commercial bank organized under the laws of
the United States of America or of any State thereof and having a combined
capital and surplus of at least $500,000,000.00. Upon the acceptance of any
appointment  as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this
Agreement.  After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Section 12 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

     

    12.8 Agent's
Reliance.  The Borrower shall notify the Agent in writing of
the names of its officers and employees authorized to request a Loan on behalf
of the Borrower and shall provide the Agent with a specimen signature of each
such officer or employee.  The Agent shall be entitled to rely
conclusively on such officer’s or employee's authority to request a Loan on
behalf of the Borrower until the Agent receives written notice from the Borrower
to the contrary.  The Agent shall have no duty to verify the
authenticity of the signature appearing on any Notice of Borrowing, and, with
respect to any oral request for a Loan, the Agent shall have no duty to verify
the identity of any Person representing himself as one of the officers or
employees authorized to make such request on behalf of the
Borrower.  Neither the Agent nor any Bank shall incur any liability to
the Borrower in acting upon any telephonic notice referred to above which the
Agent or such Bank believes in good faith to have been given by a duly
authorized officer or other Person authorized to borrow on behalf of the
Borrower or for otherwise acting in good faith.

     

    13. MISCELLANEOUS

     

    13.1 Representation by the
Banks.  Each Bank represents that it is the intention of such
Bank, as of the date of its acquisition of its Note, to acquire the Note for its
account or for the  account of its Affiliates, and not with a view to
the distribution or sale thereof, and, subject to any applicable laws, the
disposition of such Bank's property shall at all times be within its
control.  The Notes have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"), and may not be transferred, sold or
otherwise ­disposed of except (a) in a
registered Offering under the Securities Act;  (b) pursuant to an
exemption from the registration provisions of the Securities Act; or (c) if the
Securities Act shall not apply to the Notes or the transactions contemplated
hereunder as commercial lending transactions.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    13.2 Amendments, Waivers,
Etc.  No amendment or waiver of any provision of any Loan
Document, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Borrower and the Majority Banks, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that
no  amendment, waiver, or consent shall, unless in writing and signed
by each Bank, do any of the following: (a) waive any of the conditions specified
in Section 8; (b) increase the Commitment of any Bank or alter the term thereof,
or subject any Bank to any additional or extended obligations; (c) change the
principal of, or rate of interest on, any Note, or  any fees or other
amounts payable hereunder; (d) postpone any date fixed for any payment of
principal of, or interest on, any Note, or any fees (including, without
limitation, any fee) or other amounts payable hereunder; (e) change the
percentage of the Commitments or of the aggregate unpaid principal amount of any
Note, or the number of Banks which shall be required for Banks, or any of them,
to take any action hereunder; or (f) amend this Section 13.2; and provided, further, that no
amendment, waiver, or consent shall, unless in writing and signed by the Agent
in addition to each Bank, affect the rights or duties of the Agent under any
Loan Document.  No failure or delay on the part of any Bank or the
Agent in exercising any power or right hereunder shall operate as a waiver
thereof nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  No course of dealing between the Borrower and any
Bank or the Agent shall operate as a waiver of any right of  any Bank
or the Agent.  No modification or waiver of any provision of this
Agreement or the Note nor consent to any departure by the Borrower therefrom
shall in any event be effective unless the same shall be in writing, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given.  No notice to or demand on the Borrower
in any case shall entitle the Borrower to any other or further notice or demand
in similar or other circumstances.

     

    13.3 Reimbursement of
Expenses.  The Borrower agrees to reimburse each Bank for its
reasonable out-of-pocket expenses, including the reasonable fees and expenses of
counsel to each Bank, in connection with the transactions contemplated by this
Agreement, whether or not such contemplated transactions shall be consummated,
or any of them, or otherwise in connection with this Agreement, including its
negotiation, preparation, execution, administration, modification and
enforcement, and all reasonable fees, including the reasonable fees and expenses
of counsel to the Agent and each Bank, costs and expenses of the Agent for
environmental consultants and costs and expenses of the Agent and each Bank in
connection with due diligence, transportation, computer time and research and
duplication.  The Borrower agrees to pay any and all stamp and other
taxes which may be payable or determined to be payable in connection with the
execution and delivery of this Agreement or the Notes, and to save any holder of
any Note harmless from any and all liabilities with respect to or resulting from
any delay or omission to pay any such taxes.  The obligations of the
Borrower under this Section 13.3 shall survive the termination of this Agreement
and/or the payment of the Notes.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    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.

    JPMorgan Loan Services

    10 South Dearborn, 7th
floor

                                                                                                                   
Chicago, Illinois 60603

    Attention: Ladesiree
Williams

    Fax:  (312)
385-7097

    


    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.

    


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    13.5 Governing Law;
Venue.  This Agreement and the Note shall be governed by, and
construed in accordance with, the laws of the State of New York, without reference
to conflicts of laws (other than Section 5-1401 and Section 5-1402 of the New
York General Obligations Law).  This Agreement, the Note, and
the other Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.   EACH OF THE PARTIES IRREVOCABLY
CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS
LOCATED IN THE STATE OF NEW YORK.

     

    13.6 Survival of Representations,
Warranties and Covenants.  All representations, warranties and
covenants contained herein or made in writing by the Borrower in connection
herewith shall survive the execution and delivery of  this Agreement
and the Notes, and will bind and inure to the benefit of the respective
successors and assigns of the parties hereto, whether so expressed or not, provided that the undertaking
of the Banks to make the Loans to the Borrower shall not inure to the benefit of
any successor or assign of the
Borrower.  No investigation at any time made by or on behalf of
the Banks shall diminish the Banks' rights to rely on any representations made
herein or in connection herewith.  All statements contained in any
certificate or other written instrument delivered by the Borrower or by any
Person authorized by the Borrower under or pursuant to this Agreement or in
connection with the
transactions contemplated hereby shall constitute representations and warranties
hereunder as of the time made by the Borrower.

     

    13.7 Counterparts.  This
Agreement may be executed in several counterparts, and by the parties hereto on
separate counterparts, and each counterpart, when so executed and delivered,
shall constitute an original instrument and all such separate counterparts shall
constitute but one and the same instrument.

     

    13.8 Separability.  Should
any clause, sentence, paragraph or section of this Agreement be judicially
declared to be invalid, unenforceable or void, such decision shall not have the
effect of invalidating or voiding the remainder of this Agreement, and the
parties hereto agree that the part or parts of this Agreement so held to be
invalid, unenforceable or void will be deemed to have been stricken herefrom and
the remainder will have the same force and effectiveness as if such part or
parts had never been included herein.  Each covenant contained in this
Agreement shall be construed (absent an express contrary provision herein) as
being independent of each other covenant contained herein, and compliance with
any one covenant shall not (absent such an express contrary provision) be deemed
to excuse compliance with one or more other covenants.

     

    13.9 Descriptive
Headings.  The section headings in this Agreement have been
inserted for convenience only and shall be given no substantive meaning or
significance whatsoever in construing the terms and provisions of this
Agreement.

     

    13.10 Accounting
Terms.  All accounting terms used herein which are not
expressly defined in the Agreement, or the respective meanings of which are not
otherwise qualified, shall have the respective meanings given to them in
accordance with GAAP.

     

    13.11 Limitation of
Liability.  No claim may be made by the Borrower or any other
Person against the Agent or any Bank or the Affiliates, directors, officers,
employees, attorneys, or agents of the Agent or any Bank for any special,
indirect, consequential, or punitive damages in respect to any claim for breach
of contract arising out of or related to the transactions contemplated by this
Agreement, or any act, omission, or event occurring in connection herewith and
the Borrower hereby waives, releases, and agrees not to sue upon any claim for
any such damages, whether or not accrued and whether or not known or suspected
to exist in its favor.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    13.12 Set-Off.  The
Borrower hereby gives and confirms to each Bank a right of set-off of all
moneys, securities and other property of the Borrower (whether special, general
or limited) and the proceeds thereof, now or hereafter delivered to remain with
or in transit in any manner to such Bank, its Affiliates, correspondents or
agents from or for the Borrower, whether for safekeeping, custody, pledge,
transmission, collection or otherwise or coming into possession of such Bank,
its Affiliates, correspondents or agents in any way, and also, any balance of
any deposit accounts and credits of the Borrower with, and any and all claims of
security for the payment of the Notes and of all other liabilities and
obligations now or hereafter owed by the Borrower to such Bank, contracted with
or acquired by such Bank, whether such liabilities and obligations be joint,
several, absolute, contingent, secured, unsecured, matured or unmatured, and the
Borrower hereby authorizes each Bank, its Affiliates, correspondents or agents
at any time or times, without prior notice, to apply such money, securities,
other property, proceeds, balances, credits of claims, or any part of the
foregoing, to such liabilities in such amounts as it may select, whether such
liabilities be contingent, unmatured or otherwise, and whether any collateral
security therefor is deemed adequate or not.  The rights described
herein shall be in addition to any collateral security, if any, described in any
separate agreement executed by the Borrower.

     

    13.13 Sale
or Assignment

     

    (a) Subject
to the prior written consent of the Agent and the Borrower, such consent not to
be unreasonably withheld or delayed, each Bank may assign to an Eligible
Assignee all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitments and the Note
held by it); provided, however, that: (i)
each such assignment shall be of a constant, and not a varying, percentage of
all of the assigning Banks rights and obligations under this Agreement; (ii) the
amount of the Commitments so assigned shall equal or exceed $5,000,000.00; (iii)
the Commitment of each Bank shall be not less than $5,000,000.00 (subject only
to reductions pursuant to Sections 4.6 and 11 hereof); (iv) the parties to each
such assignment shall execute and deliver to the Agent, for its acceptance and
recording in the Register (as hereinafter defined), an Assignment and Acceptance
in the form of Exhibit
C attached hereto and made a part hereof (the "Assignment and
Acceptance"), together with any Note subject to such assignment and a processing
and recordation fee of $5,000.00; (v) any such assignment from one Bank to
another Bank shall not require the consent of the Agent or the Borrower if such
assignment does not result in any Bank holding more than 60% of the aggregate
outstanding Commitments; and (vi) any such assignment shall not require the
consent of the Borrower if a Default or Event of Default shall have occurred and
is then continuing.  Upon such execution, delivery, acceptance, and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be the date on which such Assignment and
Acceptance is accepted by the Agent, (A) the Eligible Assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Bank under the Loan Documents, and (B) the Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
and be released from its obligations under the Loan Documents (and, in the case
of an Assignment and Acceptance covering all or the remaining portion of an
assigning Bank's rights and obligations under the Loan Documents, such Bank
shall cease to be a party thereto).

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    (b) By
executing and delivering an Assignment and Acceptance, the Bank assignor
thereunder and the Eligible Assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with any Loan Document
or the execution, legality, validity, enforceability, genuineness, sufficiency,
or value of any Loan Document or any other instrument or document furnished
pursuant thereto; (ii) such assigning Bank makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower or any Subsidiary or the performance or observance by the Borrower of
any of its obligations under any Loan Document or any other instrument or
document furnished pursuant thereto; (iii) such Eligible Assignee confirms that
it has received a copy of the Loan Documents, together with copies of the
financial statements referred to in Section 7.2 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such Eligible
Assignee, independently and without reliance upon the Agent, such assigning
Bank, or any Bank and based on such documents and information as it shall deem
appropriate at the time, will continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such Eligible Assignee
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under any Loan Document as are delegated to the Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto; and (vi) such Eligible Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of any
Loan Document are required to be performed by it as a Bank.

     

    (c) The Agent
shall maintain at its address referred to in Section 13.4 a copy of each
Assignment and Acceptance delivered to and accepted by it and a register for the
recordation of the names and addresses of Banks and the Commitment of, and
principal amount of the Loans owing to, each Bank from time to time (the
"Register").  The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agent,
and Banks may treat each Person whose name is recorded in the Register as Bank
hereunder for all purposes of the Loan Documents.  The Register shall
be available for inspection by the Borrower or any Bank at any reasonable time
and from time to time upon reasonable prior notice.

     

    (d) Upon its
receipt of an Assignment and Acceptance executed by an assigning Bank, together
with any Note subject to such assignment, the Agent, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit C, shall (i)
accept such Assignment and Acceptance; (ii) record the information contained
therein in the Register; and (iii) give prompt notice thereof to the
Borrower.  Within three (3) Business Days after its receipt of such
notice, the Borrower at its own expense, shall execute and deliver to the Agent
in exchange for each surrendered Note a new Note to the order of such Eligible
Assignee in an amount equal to the Commitment assumed by it pursuant to such
Assignment and Acceptance and, if the assigning Bank has retained a Commitment
hereunder, a new Note to the order of the assigning Bank in an amount equal to
the Commitment retained by it hereunder.  The new Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of the
surrendered Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of Exhibit C
attached hereto and made a part hereof.  Upon receipt by the Agent of
each such new Note conforming to the requirements set forth in the preceding
sentences, the Agent shall return to the Borrower each such surrendered Note
marked to show that each such surrendered Note has been replaced, renewed, and
extended by such new Note.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    (e) Each Bank
may sell participations to one or more banks or other entities in or to all or a
portion of its rights and/or obligations under this Agreement (including,
without limitation, all or a portion of its Commitment and the Note held by it);
provided,
however, that (i) each Bank's obligations under this Agreement
(including, without limitation, its Commitment to the Borrower hereunder) shall
remain unchanged; (ii) such Bank shall remain solely responsible to the other
parties hereto for the performance of such obligations; (iii) except as provided
below, such Bank shall remain the holder of any such Note for all purposes of
this Agreement; and (iv) the participating banks or other entities shall be
entitled to the benefits of Sections 2.3 and 4.6 to recover costs, losses and
expenses in the circumstances, and to the extent provided in Section 2.3, as
though such participant were a Bank; provided, however, the amounts
to which a participant shall be entitled to obtain pursuant to Sections 2.3 and
4.6 shall be determined by reference to such participant's selling Bank and
shall be recoverable solely from such selling Bank and (v) the Borrower, the
Agent and the other Banks shall continue to deal solely and directly with the
selling Bank in connection with such Bank's rights and obligations under this
Agreement and the other Loan Documents; provided, however, the selling
Bank may grant a participant rights with respect to amendments, modification or
waivers with respect to any  fees payable hereunder to such Bank
(including the amount and the dates fixed for the payment of any such fees) or
the amount of principal or the rate of interest payable on, the dates fixed for
any payment of principal or interest on, the Loans, or the release of any
obligations of the Borrower hereunder and under the other Loan Documents, or the
release of any security for any of the Obligations.  Except with
respect to cost protections contained in Sections 2.3 and 4.6, no participant
shall be a third party beneficiary of this Agreement and shall not be entitled
to enforce any rights provided to its selling Bank against the Company under
this Agreement.

     

    (f) Notwithstanding
anything herein to the contrary, each Bank may pledge and assign all or any
portion of its rights and interests under the Loan Documents to any Federal
Reserve Bank.

     

    (g) Notwithstanding
anything herein to the contrary, each Bank may assign all or a portion of its
interests, rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments and the Note held by it) to one
or more Bank Affiliates without the prior written consent of the
Borrower.  For purposes of this Section 12.13, “Bank Affiliate” shall
mean (a) with respect to any Bank, (i) an Affiliate of such Bank or (ii) any
entity (whether a corporation, partnership, trust or otherwise) that is engaged
in making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered
or managed by a Bank or an Affiliate of such Bank and (b) with respect to any
Bank that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Bank or by an
Affiliate of such investment advisor.  Each Bank Affiliate shall be
deemed for purposes hereof to be an “Eligible Assignee.”

     

    13.14 Non U.S.
Banks.  Prior to the date of the initial Borrowings hereunder,
and from time to time thereafter if requested by the Borrower or the Agent, each
Bank organized under the laws of a jurisdiction outside the United States of
America shall provide the Agent and the Borrower with the forms prescribed by
the Internal Revenue Service of the United States of America certifying such
Banks exemption from United States withholding taxes with respect to all
payments to be made to such Bank hereunder or under such Bank's
Note.  Unless the Borrower and the Agent have received forms or other
documents satisfactory to them indicating that payments hereunder or under such
Bank's Note are not subject to United States withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the Borrower or the
Agent shall withhold taxes from such payments at the applicable statutory rate
in the case of payments to or for any Bank organized under the laws of a
jurisdiction outside the United States.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    13.15 Interest.  All
agreements between the Borrower, the Agent or any Bank, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of demand being
made on any Note or otherwise, shall the amount paid, or agreed to be paid, to
the Agent or any Bank for the use, forbearance, or detention of the money to be
loaned under this Agreement or otherwise or for the payment or performance of
any covenant or obligation contained herein or in any document related hereto
exceed the amount permissible at the Highest Lawful Rate.  If, as a
result of any circumstances whatsoever, fulfillment of any provision hereof or
of any of such documents, at the time performance of such provision shall be
due, shall involve transcending the limit of validity prescribed by applicable
usury law, then, ipso
facto, the obligation to be filled shall be reduced to the limit of such
validity, and if, from any such circumstance, the Agent or any Bank shall ever
receive interest or anything which might be deemed interest under applicable law
which would exceed the amount permissible at the Highest Lawful Rate, such
amount which would be excessive interest shall be applied to the reduction of
the principal amount owing on account of the Notes or the amounts owing on other
obligations of the Borrower to the Agent or any Bank under this Agreement or any
document related hereto and not to the payment of interest, or if such excessive
interest exceeds the unpaid principal balance of the Notes and the amounts owing
on other obligations of the Borrower to the Agent or any Bank under this
Agreement or any document related hereto, as the case may be, such excess shall
be refunded to the Borrower. All sums paid or agreed to be paid to the Agent or
any Bank for the use, forbearance, or detention of the indebtedness of the
Borrower to the Agent or any Bank shall, to the extent permitted by applicable
law, be amortized, prorated, allocated, and spread throughout the full term of
such indebtedness until payment in full of  the principal
thereof  (Including the period of any renewal or extension thereof) so
that the interest on account of such indebtedness shall not exceed the Highest
Lawful Rate. The terms and provisions of this Section 13.15 shall control and
supersede every other provision of all agreements between the Borrower and the
Banks.

     

    13.16 Indemnification.  THE
BORROWER AGREES TO INDEMNIFY, DEFEND, AND SAVE HARMLESS THE AGENT, EACH BANK AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ATTORNEYS, AND EACH
OF THEM (THE "INDEMNIFIED PARTIES”), FROM AND AGAINST ALL CLAIMS, ACTIONS,
SUITS, AND OTHER LEGAL PROCEEDINGS, DAMAGES, COSTS, INTEREST, CHARGES, TAXES,
COUNSEL FEES, AND OTHER EXPENSES AND PENALTIES (INCLUDING WITHOUT LIMITATION ALL
ATTORNEY FEES AND COSTS OR EXPENSES OF SETTLEMENT) WHICH ANY OF THE INDEMNIFIED
PARTIES MAY SUSTAIN OR INCUR BY REASON OF OR ARISING OUT OF (a) THE MAKING OF
ANY LOAN HEREUNDER, THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE NOTES
AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY AND THE EXERCISE
OF ANY OF THE BANKS' RIGHTS UNDER THIS AGREEMENT AND THE NOTES OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, DAMAGES, COSTS, AND EXPENSES INCURRED BY ANY OF
THE INDEMNIFIED PARTIES IN INVESTIGATING, PREPARING FOR, DEFENDING AGAINST, OR
PROVIDING EVIDENCE, PRODUCING DOCUMENTS, OR TAKING ANY OTHER ACTION IN RESPECT
OF ANY COMMENCED OR THREATENED LITIGATION UNDER ANY FEDERAL SECURITIES LAW OR
ANY SIMILAR LAW OF ANY JURISDICTION OR AT COMMON LAW OR (b) ANY AND ALL CLAIMS
OR PROCEEDINGS (WHETHER BROUGHT BY A PRIVATE PARTY, GOVERNMENTAL AUTHORITY OR
OTHERWISE) FOR BODILY INJURY, PROPERTY DAMAGE, ABATEMENT, REMEDIATION,
ENVIRONMENTAL DAMAGE, OR IMPAIRMENT OR ANY OTHER INJURY OR DAMAGE RESULTING FROM
OR RELATING TO THE RELEASE OF ANY HAZARDOUS MATERIALS LOCATED UPON, MIGRATING
INTO, FROM, OR THROUGH OR OTHERWISE RELATING TO ANY PROPERTY OWNED OR LEASED BY
THE BORROWER OR ANY SUBSIDIARY (WHETHER OR NOT THE RELEASE OF SUCH HAZARDOUS
MATERIALS WAS  CAUSED BY THE BORROWER, ANY SUBSIDIARY, A TENANT, OR
SUBTENANT OF THE BORROWER OR ANY SUBSIDIARY, A PRIOR OWNER, A TENANT, OR
SUBTENANT OF ANY PRIOR OWNER OR ANY OTHER PARTY AND WHETHER OR NOT THE ALLEGED
LIABILITY IS ATTRIBUTABLE TO THE HANDLING, STORAGE, GENERATION, TRANSPORTATION,
OR DISPOSAL OF ANY HAZARDOUS MATERIALS OR THE MERE PRESENCE OF ANY HAZARDOUS
MATERIALS ON SUCH PROPERTY; PROVIDED THAT THE
BORROWER SHALL NOT BE LIABLE TO THE INDEMNIFIED PARTIES WHERE THE RELEASE OF
SUCH HAZARDOUS MATERIALS OCCURS AT ANY TIME AT WHICH THE BORROWER OR ANY
SUBSIDIARY CEASES TO OWN OR LEASE SUCH PROPERTY); PROVIDED FURTHER THAT
NO INDEMNIFIED PARTY SHALL BE ENTITLED TO THE BENEFITS OF
THIS  SECTION 13.16 TO THE EXTENT ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT CONTRIBUTED TO ITS LOSS. THIS AGREEMENT IS  INTENDED TO
PROTECT AND INDEMNIFY THE INDEMNIFIED PARTIES AGAINST ALL RISKS HEREBY ASSUMED
BY THE BORROWER; AND PROVIDED FURTHER
THAT  IT IS THE INTENTION OF THE BORROWER TO INDEMNIFY THE INDEMNIFIED
PARTIES AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE.  FOR
PURPOSES OF THE FOREGOING SECTION 13.16, THE PHRASE "CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY” SET FORTH IN SUBPARAGRAPH (a) ABOVE SHALL
INCLUDE, BUT NOT BE LIMITED TO, THE FINANCING OF ANY CORPORATE TAKEOVER
PERMITTED HEREUNDER AND THE BORROWER’S USE OF THE LOAN PROCEEDS FOR THE PURPOSE
OF ACQUIRING ANY EQUITY INTERESTS DESCRIBED IN SUBPARAGRAPH (ii) OF THE
DEFINITION OF "QUALIFYING ASSETS” SET FORTH IN THIS AGREEMENT (AS
AMENDED).   THE OBLIGATIONS OF THE BORROWER UNDER THIS SECTION
13.16 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND THE REPAYMENT OF THE
NOTES.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    13.17 Payments Set
Aside.  To the extent that the Borrower makes a payment or
payments to the Agent or any Bank or the Agent or any Bank exercises its right
of set off, and such payment or payments or the proceeds of such set off or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other Person under any Debtor Law or equitable cause, then, to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied, and all rights and remedies therefor, shall be revived and shall
continue in full force and effect as if such payment had not been made or set
off had not occurred.

     

    13.18 Loan Agreement
Controls.  If there are any conflicts or inconsistencies among
this Agreement and any other document executed in connection with the
transactions connected herewith, the provisions of this Agreement shall prevail
and control.

     

    13.19 Obligations
Several.  The obligations of each Bank under this Agreement and
the Note to which it is a party are several, and no Bank shall be responsible
for any obligation or Commitment of any other Bank under this Agreement and the
Note to which it is a party.  Nothing contained in this Agreement or
the Note to which it is a party, and no action taken by any Bank pursuant
thereto, shall be deemed to constitute the Banks to be a partnership, an
association, a joint venture, or any other kind of entity.

     

    13.20 Pro Rata
Treatment.  All Loans under, and all payments and other amounts
received in connection with this Agreement (including, without limitation,
amounts received as a result of the exercise by any Bank of any right of set
off) shall be effectively shared by the Banks ratably in accordance with the
respective Pro Rata Percentages of the Banks.  If any Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set off, or otherwise) on account of the principal of, or interest on,
or fees in respect of, any Note held by it (other than pursuant to Section
2.3(d)) in excess of its Pro Rata Percentage of payments on account of similar
Notes obtained by all the Banks, such Bank shall forthwith purchase from the
other Banks such participations in the Notes or Loans made by them as shall be
necessary to cause such purchasing Bank to share the excess payment ratably with
each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Bank, such purchase from each Bank shall be rescinded and such
Bank shall repay to the purchasing Bank the purchase price to the extent of such
recovery together with an amount equal to such Bank's ratable share (according
to the proportion of (a) the amount of such Bank's required repayment to (b) the
total amount so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the total amount so
recovered.  Disproportionate payments of interest shall be shared by
the purchase of separate participations in unpaid interest obligations,
disproportionate payments of fees shall be shared by the purchase of separate
participations in unpaid fee obligations, and disproportionate payments of
principal shall be shared by the purchase of separate participations in unpaid
principal obligations.  The Borrower agrees that any Bank so
purchasing a participation from another Bank pursuant to this Section 13.20 may,
to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Bank were the direct creditor of the Borrower in the amount of such
participation.   Notwithstanding the foregoing, a Bank may
receive and retain an amount in excess of its Pro Rata Percentage to the extent
but only to the extent, that such excess results from such Bank’s Highest Lawful
Rate exceeding another Bank’s Highest Lawful Rate.

     

    13.21 No Rights, Duties or Obligations of
Syndication Agent.  The Borrower, the Agent and each Bank
acknowledge and agree that except for the rights, powers, obligations and
liabilities under this Agreement and the other Loan Documents as a Bank, Fleet
National Bank, as Syndication Agent, shall have no additional rights, powers,
obligations or liabilities under this agreement or any other Loan Documents in
its capacity as Syndication Agent.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    13.22 Final
Agreement.  THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT'S OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     

    13.23 WAIVER OF JURY
TRIAL.   EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREE­MENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.

     

    13.24 USA Patriot Act
Notice.   Each Bank, Issuing Bank and the Agent (for
itself and not on behalf of any Bank or Issuing Bank) hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Bank, Issuing Bank or the Agent, as applicable, to identify
the Borrower in accordance with the Act.

     

    


     


    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        59

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto, by their respective officers thereunto duly
authorized, have executed this Agreement on the dates set forth below to be
effective as of June 20, 2008.

     

    


    


    SOUTHERN
UNION COMPANY

    


    


    By: 
_______________________________

    Name:  _____________________________                                                                         

    Title:  ______________________________                                                                         

    


    


    


    


    


    
      	
              Commitment:

            	
              JPMORGAN
      CHASE BANK, N.A.,

            


    

    
      	
              $36,000,000

            	
              for
      itself and as Agent for the Banks

            


    

    


    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        60

        
          

        

      

      
         


      

    


    


    


    WACHOVIA BANK, N.A.

    Commitment                                                                

    $36,000,000

    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

    


     

                                    Address for
Notices:

    


    Wachovia
Bank, N.A.

    301 South
College Street, DC-6 NC0760

    Charlotte,
North Carolina 28288

    Attention:  Allison
Newman

    Fax
No.:  (704) 383-6647

    


    


    


    


    


    Commitment:                                                                      BANK
OF AMERICA, N.A.

    $35,000,000

    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

     

                                    

                                    Address for
Notices:

    


    Bank of
America, N.A.

    700
Louisiana Street

    Houston,
Texas  77002-2700

    Attention:  Ronald
E. McKaig

    Fax
No.:  (713) 247-7286

    


    Separate
Domestic and Eurodollar Lending Office:

    


    Bank of
America, N.A.

    901 Main
Street

    Dallas,
Texas 75202

    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        61

        
          

        

      

      
         


      

    


    


    Commitment:                                                                        THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD.

    $45,000,000


    By:  ______________________________                                                                         

    Name:  ____________________________                                                                         

    Title:  _____________________________            

    


                                    

                                    Address for
Notices:

    


    The Bank
of Tokyo-Mitsubishi UFJ, Ltd.

    1100
Louisiana Street, Suite 2800

    Houston,
Texas 77002-5216

    Attention:  Jill
P. Ilski

    Fax
No.:  (713) 658-0116

    


    


    


    


    
      	
              Commitment:

            	
              KBC
      BANK N.V.

            


    

    $20,000,000

    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

                                    

                                    

                                    Address for
Notices:

    


    KBC Bank,
N.V.

    Atlanta
Representative Office

    245
Peachtree Center Avenue, Suite 2550

    Atlanta,
Georgia 30303

    Attention:  Thomas
Van Craen

    Fax
No.:  (404) 584-5465

     

    Separate
Domestic and Eurodollar Lending Office:

    


    KBC Bank,
N.V.

    New York
Branch

    125 West
55th
Street

    New York, New York
10019


    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        62

        
          

        

      

      
         


      

    


    


    Commitment:                                                                        
WELLS FARGO BANK, NA

    $20,000,000

    By:  ______________________________                                                                         

    Name:  ____________________________                                                                         

    Title:  _____________________________            

    


    


    Address
for Notices:

    


    Wells
Fargo Bank, NA

    1000
Louisiana Street, 9th Floor

    Houston,
Texas 77002

    Attention:  Marc
Cuenod

    Fax
No.:  (713) 739-1087

    


    Separate
Domestic and Eurodollar Lending Office:

    


    Wells
Fargo Bank, NA

    201 Third
Street

    San Francisco, California
94103

    


    


    Commitment:                                                                      CALYON
NEW YORK BRANCH

    $20,000,000

    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

    


     

                                    Address for
Notices:

    


    Calyon
New York Branch

    1301
Travis, Suite 2100

    Houston,
Texas 77002

    Attention:  Darrell
Stanley

    Fax
No.:  (713) 890-8668

    


    Separate
Domestic and Eurodollar Lending Office:

    


    Calyon
New York Branch

    1301
Avenue of the Americas

    New York, New York 10019

    


    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        63

        
          

        

      

      
         


      

    


    


    


    


    
      	
              Commitment:

            	
              MERRILL
      LYNCH BANK USA

            


    

    $20,000,000

    


    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

     

                                    

                                    Address for
Notices:

    


    Merrill
Lynch Bank USA

    201 South
Main, Suite 200

    Salt Lake
City, Utah 84111

    Attention:  Darryl
Johnson

    Fax
No.:  (801) 531-7470

    


    


    


    


    


    
      	
              Commitment:

            	
              SOVEREIGN
      BANK

            


    

    
      	
              
                $20,000,000 
      

              

            	
               

            


    

    


    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

    


                                    

                                    Address for
Notices:

    


    Sovereign
Bank

    75 State
Street, 4th
Floor

    Boston,
Massachusetts 02109

    Attention:  Robert
Lanigan

    Fax
No.:  (617) 346-7249

    


    


    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        64

        
          

        

      

      
         


      

    


    


    


    


    
      	
              Commitment:

            	
              LASALLE
      BANK NATIONAL ASSOCIATION

            


    

    $20,000,000

    By:  ________________________________                                                                         

    Name:  ______________________________                                                                   

    Title:  _______________________________            

     

                                    

                                    Address for
Notices:

    


    LaSalle
Bank National Association

    c/o Bank
of America, N.A.

    700
Louisiana Street

    Houston,
Texas  77002-2700

    Attention:  Ronald
E. McKaig

    Fax
No.:  (713) 247-7286

    


    


    


    


    


    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        65

        
          

        

      

      
         


      

    


    


    


    
      	
              Commitment:

            	
              UMB
      BANK, N.A.

            


    

    
      	
              $19,000,000

            	 


    

    


    By:  ________________________________                                                                         

    Name:  ______________________________                                                                         

    Title:  _______________________________            

     

     

    Address
for Notices:

    


    UMB Bank,
N.A.

    1010
Grand Blvd.

    Kansas
City, Missouri 64106

    Attention:  David
A. Proffitt

    Fax
No.:  (816) 860-7143

    


    


    


    


    


    
      	
              Commitment:

            	
              BAYERISCHE
      LANDESBANK,

            


    

    
      	
              $15,000,000

            	
              CAYMAN
      ISLANDS BRANCH

            


    

    


    By:  ________________________________                                                                         

    Name:  ______________________________                                                                         

    Title:  _______________________________            

     

                                    

                                    Address for
Notices:

    


    Bayerische
Landesbank,

    Cayman
Islands Branch

    560
Lexington Avenue

    New York,
New York 10022

    Attention:  Dietmar
Rieg

    Fax
No.:  (212) 230-9166

    


    


    


    


    


    


    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

    


    


    


    
      	
              Commitment:

            	
              CREDIT
      SUISSE, CAYMAN ISLANDS

            


    

    
      	
              $15,000,000

            	
              BRANCH

            


    

    


    


    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

     

                                    

                                    Address for
Notices:

    


    Credit
Suisse, Cayman Islands Branch

    Eleven
Madison Avenue

    New York,
New York 10010

    Attention:  Sarah
Wu

    Fax
No.:  (212) 743-2042

    


    


    


    Commitment:                                                                   
     PNC BANK, NATIONAL ASSOCIATION

    $15,000,000

    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

    


                                    

                                    Address for
Notices:

    


    PNC Bank,
National Association

    Two Tower
Center Blvd.

    East
Brunswick, New Jersey 08816

    Attention:  Edward
M. Tessalone

    Fax
No.:  (732) 220-3503

    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        67

        
          

        

      

      
         


      

    


    


    


    


    
      	
              Commitment:

            	
              SUMITOMO
      MITSUI BANKING

            


    

    
      	
              $15,000,000

            	
              CORPORATION

            


    

    


    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

     

                                    

                                    Address for
Notices:

    


    Sumitomo
Mitsui Banking Corporation

    277 Park
Avenue

    New York,
New York 10172

    Attention:  Robert
Dupree

    Fax
No.:  (212) 224-4384

    


    


    


    


    
      	
              Commitment:

            	
              MIZUHO
      CORPORATE BANK (USA)

            


    

    
      	
              $15,000,000

            	 


    

    


    


    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

    


     

    Address
for Notices:

    


    Mizuho
Corporate Bank (USA)

    1251
Avenue of the Americas

    New York,
New York 10020-1104

    Attention:  Yoshimi
Tsushima

    Fax No.:  (212)
282-4488

    


    


    


    


    


    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    


    


    
      	
              Commitment:

            	
              BANK
      OF CHINA, NEW YORK BRANCH

            


    

    
      	
              $12,000,000

            	 


    

    


    By:  ________________________________                                                                         

    Name:  ______________________________                                                                         

    Title:  _______________________________            

     

     

                                    Address for
Notices:

    


    Bank of
China, New York Branch

    410
Madison Avenue

    New York,
New York 10017

    Attention:  Joseph
Zeng

    Fax No.:  (212)
308-4993

    


    


    


    


    


    


    
      	
              Commitment:

            	
              ROYAL
      BANK OF CANADA

            


    

    
      	
              $12,000,000

            	 


    

    


    By:  _______________________________                                                                         

    Name:  _____________________________                                                                         

    Title:  ______________________________            

     

     

    Address
for Notices:

    


    Royal
Bank of Canada

    New York
Branch

    One
Liberty Plaza, 3rd Floor

    New York,
New York 1006-1404

    Attention:  Compton
SinghFax No.:  (212) 428-2372

    


    


    


    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

    


    
      	
              Commitment:

            	
              BANK
      OF COMMUNICATIONS,

            


    

    
      	
              $5,000,000

            	
              NEW
      YORK BRANCH

            	 


    

    


    By:  ________________________________                                                                         

    Name:  ______________________________                                                                         

    Title:  _______________________________            

    


     

    Address
for Notices:

    


    Bank of
Communications,

    New York
Branch

    One
Exchange Plaza

    55
Broadway, 31st
Floor

    New York,
New York 10006-3008

    Attention:  Richard
Thornhill

    Fax No.:  (212)
376-8089

    


    


    


    
      	
              Commitment:

            	
              CHINATRUST
      COMMERCIAL BANK,

            


    

    
      	
              $5,000,000

            	
              NEW
      YORK BRANCH

            	 


    

    


    By:  ________________________________                                                                         

    Name:  ______________________________                                                                         

    Title:  _______________________________            

    


     

    Address
for Notices:

    


    Chinatrust
Commercial Bank,

    New York
Branch

    366
Madison Avenue, 3/F

    New York,
New York 10017

    Attention:  Laurence
Chui

                                                           Fax
No.:  (212) 949-4774

    


    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        70

        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    


    REVOLVING
NOTE

    


    


    $___________                                                                                                                                                                                                                                                                 ____________,
200__

    


    FOR VALUE
RECEIVED, the undersigned, SOUTHERN UNION COMPANY, a corporation organized under
the laws of Delaware (the “Borrower”), HEREBY PROMISES TO PAY to the order of
___________________________________ (the “Bank”), on or before
_______________________ (the "Maturity Date”), the principal sum of
________________ Million and No/ 100ths Dollars ($_,000,000.00) in accordance
with the terms and provisions of that certain Fifth Amended and Restated
Revolving Credit Agreement dated June ____, 2008, by and among the Borrower, the
Bank, the other banks named on the signature pages thereof, and JPMORGAN CHASE
BANK, N.A., as Agent (the “Credit Agreement”).  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Credit Agreement.

    


    The
outstanding principal balance of this Revolving Note shall be payable at the
Maturity Date.  The Borrower promises to pay interest on the unpaid
principal balance of this Revolving Note from the date of any Loan evidenced by
this Revolving Note until the principal balance thereof is paid in
full.  Interest shall accrue on the outstanding principal balance of
this Revolving Note from and including the date of any Loan evidenced by this
Revolving Note to but not including the Maturity Date at the rate or rates, and
shall be due and payable on the dates, set forth in the Credit
Agreement.  Any amount not paid when due with respect to principal
(whether at stated maturity, by acceleration or otherwise), costs or expenses,
or, to the extent permitted by applicable law, interest, shall bear interest
from the date when due to and excluding the date the same is paid in full,
payable on demand, at the rate provided for in Section 2.2(b) of the Credit
Agreement.

    


    Payments
of principal and interest, and all amounts due with respect to costs and
expenses, shall be made in lawful money of the United States of America in
immediately available funds, without deduction, set off or counterclaim to the
account of the Agent at the principal office of JPMorgan Chase Bank, N.A. in
Houston, Texas (or such other address as the Agent under the Credit Agreement
may specify) not later than noon (Houston time) on the dates on which such
payments shall become due pursuant to the terms and provisions set forth in the
Credit Agreement.

    


    If any
payment of interest or principal herein provided for is not paid when due, then
the owner or holder of this Revolving Note may at its option, by notice to the
Borrower, declare the unpaid, principal balance of this Revolving Note, all
accrued and unpaid interest thereon and all other amounts payable under this
Revolving Note to be forthwith due and payable, whereupon this Revolving Note,
all such interest and all such amounts shall become and be forthwith due and
payable in full, without presentment, demand, protest, notice of intent to
accelerate, notice of actual acceleration or further notice of any kind, all of
which are hereby expressly waived by the Borrower.

    


    If any
payment of principal or interest on this Revolving Note shall become due on a
Saturday, Sunday, or public holiday on which the Agent is not open for business,
such payment shall be made on the next succeeding Business Day and such
extension of time shall in such case be included in computing interest in
connection with such payment.

    


    In
addition to all principal and accrued interest on this Revolving Note, the
Borrower agrees to pay (a) all reasonable costs and expenses incurred by the
Agent and all owners and holders of this Revolving Note in collecting this
Revolving Note through any probate, reorganization bankruptcy or any other
proceeding and (b) reasonable attorneys' fees when and if this Revolving Note is
placed in the hands of an attorney for collection after default.

    


    All
agreements between the Borrower and the Bank, whether now existing or hereafter
arising and whether written or oral, are hereby expressly limited so that in no
contingency or event whatsoever, whether by reason of demand being made on this
Revolving Note or otherwise, shall the amount paid, or agreed to be paid, to the
Bank for the use, forbearance, or detention of the money to be loaned under the
Credit Agreement and evidenced by this Revolving Note or otherwise or for the
payment or performance of any covenant or obligation contained in the Credit
Agreement or this Revolving Note exceed the amount permissible at Highest Lawful
Rate.  If as a result of any circumstances whatsoever, fulfillment of
any provision hereof or of the Credit Agreement at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by applicable usury law, then, ipso facto, the obligation to
be fulfilled shall be reduced to the limit of such validity, and if from any
such circumstance, the Bank shall ever receive interest or anything which might
be deemed interest under applicable law which would exceed the amount
permissible at the Highest Lawful Rate, such amount which would be excessive
interest shall be applied to the reduction of the principal amount owing on
account of this Revolving Note or the amounts owing on other obligations of the
Borrower to the Bank under the Credit Agreement and not to the payment of
interest, or if such excessive interest exceeds the unpaid principal balance of
this Revolving Note and the amounts owing on other obligations of the Borrower
to the Bank under the Credit Agreement, as the case may be, such excess shall be
refunded to the Borrower.  In determining whether or not the interest
paid or payable under any specific contingencies exceeds the Highest Lawful
Rate, the Borrower and the Bank shall, to the maximum extent permitted under
applicable law, (a) characterize any nonprincipal payment as an expense, fee or
premium rather than as interest; (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate and spread in equal parts
during the period of the full stated term of this Revolving Note, all interest
at any time contracted for, charged, received or reserved in connection with the
indebtedness evidenced by this Revolving Note.

    


    This
Revolving Note is one of the Notes provided for in, and is entitled to the
benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events, for prepayments on account of principal hereof prior
to the maturity hereof upon the terms and conditions and with the effect therein
specified, and provisions to the effect that no provision of the Credit
Agreement or this Revolving Note shall require the payment or permit the
collection of interest in excess of the Highest Lawful Rate.  It is
contemplated that by reason of prepayments or repayments hereon prior to the
Maturity Date, there may be times when no indebtedness is owing hereunder prior
to such date; but notwithstanding such occurrence this Revolving Note shall
remain valid and shall be in full force and effect as to Loans made pursuant to
the Credit Agreement subsequent to each such occurrence.

    


    Except as
otherwise specifically provided for in the Credit Agreement, the Borrower and
any and all endorsers, guarantors and sureties severally waive grace, demand,
presentment for payment, notice of dishonor or default, protest, notice of
protest, notice of intent to accelerate, notice of acceleration and diligence in
collecting and bringing of suit against any party hereto, and agree to all
renewals, extensions or partial payments hereon and to any release or
substitution of security hereof, in whole or in part, with or without notice,
before or after maturity.

    


    THIS
REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAW.

    


    This
Revolving Note amends and restates in its entirety the Revolving Note dated as
of September 29, 2005 (the "Existing Note"), executed by the Borrower, payable
to the order of the Bank and is issued in substitution and exchange for (but not
in payment of) the Existing Note.

    


    IN
WITNESS WHEREOF, the Borrower has caused this Revolving Note to be executed and
delivered by its officer thereunto duly authorized effective as of the date
first above written.

    


    SOUTHERN
UNION COMPANY

    


    


    By:_________________________________

    Name:_______________________________

    Title:________________________________

    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        1

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    NOTICE
OF BORROWING

    


    The
undersigned hereby certifies that s/he is an officer of SOUTHERN UNION COMPANY,
a corporation organized under the laws of Delaware (the “Borrower”), authorized
to execute this Notice of Borrowing on behalf of the Borrower.  With
reference to that certain Fifth Amended and Restated Revolving Credit Agreement
dated June ___, 2008 (as same may be amended, modified, increased, supplemented
and/or restated from time to time, the “Credit Agreement”) entered into by and
between the Borrower, JPMORGAN CHASE BANK, N.A., as Agent, and the Banks
identified therein, the undersigned further certifies, represents and warrants
to Banks on behalf of the Borrower that to his best knowledge and belief after
reasonable and due investigation and review, all of the following statements are
true and correct (each capitalized term used herein having the same meaning
given to it in the Credit Agreement unless otherwise specified):

    


    (a)              Borrower
requests that the Banks advance to the Borrower the aggregate sum of
$__________by no later than ____________, 200__ (the “Borrowing
Date”).  Immediately following such Loan, the aggregate outstanding
balance of Loans shall equal $__________. Borrower requests that the Loans bear
interest as follows:

    


    (i)         The
principal amount of the Loans, if any, which shall bear interest at the
Alternate Base Rate requested to be made by the Banks is
$________.  The initial Rate Period for such Loans shall be 90 days.

    


    (ii)         The
principal amount of the Loans, if any, which shall bear interest at the
Eurodollar Rate for which the Rate Period shall be fifteen days
requested to be made by the Banks is $________________.

    


    (iii)                 The
principal amount of the Loans, if any, which shall bear interest at the
Eurodollar Rate for which the Rate Period shall be one month requested
to be made by the Banks is $__________.

    


    (iv)                 The
principal amount of the Loans, if any, which shall bear interest at the
Eurodollar Rate for which the Rate Period shall be two months requested
to be made by the Banks is $_________.

    


    (v)         The
principal amount of the Revolving Loans, if any, which shall bear interest at
the Eurodollar Rate for which the Rate Period shall be three months
requested to be made by the Banks is $_________.

    


    (vi)                 The
principal amount of the Revolving Loans, if any, which shall bear interest at
the Eurodollar Rate for which the Rate Period shall be six months requested
to be made by the Banks is $__________.

    


    (b)              The
proceeds of the borrowing shall be deposited into Borrower's demand deposit
account at JPMorgan Chase Bank, N.A. more fully described as
follows:

    


    Account
No. 09916100522, styled Southern Union Company.

    


    (c)              Of
the aggregate sum to be advanced, $_____________ will be advanced to provide
working capital pursuant to Section 6.1(a) of the Credit Agreement and
$__________will be advanced for the purposes set forth in Section 6.1(b) of the
Credit Agreement; and $__________ will be advanced for the purposes set forth in
Section 6.1(c) of the Credit Agreement; and $___________ will be advanced for
the purposes of replacing Loans currently outstanding under the Credit
Agreement.

    


    (d)              The
Expiration Date of each Rate Period specified in (a) above shall be the last day
of such Rate Period.

    


    (e)              As
of the date hereof, and as a result of the making of the requested Loans, there
does not and will not exist any Default or Event of Default.

    


    (f)              The
representations and warranties contained in Section 7 of the Credit Agreement
are true and correct in all material respects as of the date hereof and shall be
true and correct upon the making of the requested Loan, with the same force and
effect as though made on and as of the date hereof and thereof.

    


    EXECUTED
AND DELIVERED this _____  day of  _______________,
200__.

    


    


    SOUTHERN
UNION COMPANY

    


    


    


    By:_________________________

    Name:_______________________

    Title:________________________

    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        1

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    ASSIGNMENT
AND ACCEPTANCE

    


    


    [NAME AND ADDRESS OF

    ASSIGNING BANK]

    


    


    


    _______________,
200__

    


    


    ________________

    ________________

    ________________

    ________________

    


    
      	
               
      

            	
              Re:

            	
              Southern
      Union Company Fifth Amended and Restated Revolving
      Credit                                                                                                      Agreement

            


    

    


    Ladies
and Gentlemen:

    We have
entered into a Fifth Amended and Restated Revolving Credit Agreement dated as of
June ____, 2008 (the “Credit Agreement”), among certain banks (including us),
JPMorgan Chase Bank, N.A. (the "Agent") and Southern Union Company (the
"Company").  Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Credit
Agreement.

    


    Each
reference to the Credit Agreement, the Notes, or any other document evidencing
or governing the Loans (all such documents collectively, the "Financing
Documents”) includes each such document as amended, modified, extended or
replaced from time to time.  All times are Houston times.

    


    1.           Assignment.  We
hereby sell you and assign to you without recourse, and you hereby
unconditionally and irrevocably acquire for your own account and risk, a percent
( %) undivided interest ("your assigned share”) in each of the following (the
"Assigned Obligations”):

    


    a.           our
Note;

    


    b.           all
Loans and interest thereon as provided in Section 2 of the Credit Agreement
[,except that interest shall accrue on your assigned share in the principal of
Alternate Base Rate Loans and Eurodollar Rate Loans at an annual rate equal to
the rate provided in the Credit Agreement minus _____%]; and

    


    c.           commitment
fees payable pursuant to Section 5 of the Credit Agreement[, except that your
assigned share in such fees shall be at an annual rate equal to the rate
provided in the Credit Agreement minus ____%].

    


    
      	
              2.  

            	
              Materials
      Provided Assignee

            


    

    


    a.           We
will promptly request that the Company issue new Notes to us and to you in
substitution for our Note to reflect the assignment set forth
herein.  Upon issuance of such substitute Notes, (i) you will become a
Bank under the Credit Agreement, (ii) you will assume our obligations under the
Credit Agreement to the extent of your assigned share, and (iii) the Company
will release us from our obligations under the Credit Agreement to the extent,
but only to the extent, of your assigned share.  The Company consents
to such release by signing this Agreement where indicated below.  As a
Bank, you will be entitled to the benefits and subject to the obligations of a
"Bank”, as set forth in the Credit Agreement, and your rights and liabilities
with respect to the other Banks and the Agent will be governed by the Credit
Agreement, including without limitation Section 12 thereof.

     

    b.           We
have furnished you copies of the Credit Agreement, our Note and each other
Financing Document you have requested.  We do not represent or warrant
(i) the priority, legality, validity, binding effect or enforceability of any
Financing Document or any security interest created thereunder, (ii) the
truthfulness and accuracy of any representation contained in any Financing
Document, (iii) the filing or recording of any Financing Document necessary to
perfect any security interest created thereunder, (iv) the financial condition
of the Company or any other Person obligated under any Financing Document, any
financial or other information, certificate, receipt or other document furnished
or to be furnished under any Financing Document or (v) any other matter not
specifically set forth herein having any relation to any Financing Document,
your interest in one Note, the Company or any other Person.  You
represent to us that you are able to make, and have made, your own independent
investigation and determination of the foregoing matters, including, without
limitation, the credit worthiness of the Company and the structure of the
transaction.

     

    3.           Governing
law; Jurisdiction.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.  You irrevocably submit to the jurisdiction of
any State or Federal court sitting in the State of New York in any suit, action
or proceeding arising out of or relating to this Agreement and irrevocably waive
any objection you may have to this laying of  venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit,
action or proceeding has been brought in an inconvenient forum.  We
may serve process in any manner permitted by law and may bring proceedings
against you in any other jurisdiction.

     

    4.           Notices. All notices and other
communications given hereunder to a party shall be given in writing (including
bank wire, telecopy, telex or similar writing) at such party's address set forth
on the signature pages hereof or such other address as such party may hereafter
specify by notice to the other party.  Notice may also be given by
telephone to the Person, or any other officer in the office, listed on the
signature pages hereof if confirmed promptly by telex or
telecopy.  Notices shall be effective immediately, if given by
telephone; upon transmission, if given by bank wire, telecopy or telex; five
days after deposit in the mails, if mailed; and when delivered, if given by
other means.

     

    5.           Authority.  Each
of us represents and warrants that the execution and delivery of  this
Agreement have been validly authorized by all necessary corporate action and
that this Agreement constitutes a valid and legally binding obligation
enforceable against it in accordance with its terms.

    


    6.           Counterparts. This Agreement may be
executed in one or more counterparts, and by each party on separate
counterparts, each of which shall be an original but all of which taken together
shall be but one instrument.

    


    7.           Amendments. No amendment
modification or waiver of any provision of this Agreement shall be effective
unless in writing and signed by the party against whom enforcement is
sought.

    


    If the
foregoing correctly sets forth our agreement, please so indicate by signing the
enclosed copy of this Agreement and returning it to us.

    


    Very
truly yours,

    


    


    _________________________________________

    


    By:
______________________________________

    Name:
____________________________________

    Title:
_____________________________________

    


    [Street
Address] ____________________________

    [City,
State, Zip Code] ________________________

    Telephone:
________________________________

    Telecopy: _________________________________                                                                         

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    AGREED
AND ACCEPTED:

    


    ________________________________

    


    By:           _________________________

    _________________________

    _________________________

    _________________________

    


    Attention:    
______________________

    Telephone:   ______________________

    Telecopy:     ______________________

    Account
for Payments:  _____________

    


    ASSIGNMENT
APPROVED PURSUANT TO SECTION 13.13 OF THE CREDIT

    AGREEMENT
AND RELEASE APPROVED IN SECTION 2 OF THIS AGREEMENT:

    


    SOUTHERN
UNION COMPANY

    


    


    By:        _______________________

    Name:   _______________________

    Title:     _______________________

    


    


     

    


    


    



    
      
        
          


          


           

           AUS:
0050100.02807: 401069v4

        

         


      

      
        2