ex10_d.htm


    
      

    

    Exhibit
10(d)

     

    
 

    PROMISSORY
NOTE

    


    $465,000,000                                                                                                                                                                                                                                                                                                         June
__,
2008             
           

    


    


    FOR VALUE RECEIVED, CROSSCOUNTRY
CITRUS, LLC, a Delaware limited liability company (“Borrower” or “CCC”),
promises to pay to the order of TRUNKLINE LNG HOLDINGS LLC, a Delaware limited
liability company (“Holder” or “Trunkline LNG”), the principal sum of Four
Hundred Sixty-Five Million Dollars ($465,000,000), together with interest
thereon at a rate per annum equal to the sum of  (i) the interest rate
payable from time to time by Trunkline LNG to the banks under that certain
Credit Agreement, of even date herewith (the “Credit Agreement”), among
Trunkline LNG, as borrower, Panhandle Eastern Pipe Line Company, LP and CCC, as
guarantors, the financial institutions listed on the signature pages thereof,
and Bayerische Hypo-Und Vereinsbank AG, New York Branch, as administrative agent
for the banks thereunder, plus (ii) 112.5 basis points (the “Interest
Rate”).

    


    No later than the thirtieth (30th) day
after the end of each fiscal quarter of the Borrower (with the first payment due
no later than July 30, 2008), the Borrower shall pay to Holder an amount equal
to the sum of (i) accrued interest on the principal amount from time to time
outstanding hereunder calculated at the Interest Rate plus (ii) the amount equal
to the cash dividends received by Borrower from Citrus Corp. (only to the extent
of Consolidated Net Income (as defined in the Credit Agreement) of Citrus Corp.)
during such fiscal quarter less any expenses or other liabilities of Borrower
(including, without limitation, the interest amounts required to be paid under
this Note) for such fiscal quarter plus (iii) 25% of  (a) special
dividends or distributions received by Borrower in such period less (b) any
special dividends or distributions that are required to be paid by Borrower to
third parties under indemnification or refund arrangements with such third
parties during such period, which amounts shall be deemed payments of principal
hereunder; provided however
that the Borrower shall receive a credit against any payments due under either
(ii) or (iii) above in the amount of, and any payments due under either (ii) or
(iii) above shall be reduced by, the aggregate amount of voluntary prepayments
made by Borrower prior to the due date of any payments due under (ii) or (iii)
above, until such voluntary prepayments have been fully credited for such
purpose. Amounts due hereunder shall be payable by Borrower to Holder at
5444 Westheimer Road, Houston, TX 77056, or at such other place as Holder may
designate in writing.

    


    In the event Borrower fails to make any
payment of principal or interest owing hereunder within ten (10) days of the
date when such payment is due and payable, Borrower shall pay to Holder a late
charge of two percent (2%) per annum of the amount of such overdue
payment.

    


    The entire principal amount
outstanding, and all accrued and unpaid interest, under this Note shall be due
and payable upon the earlier to occur of (i) demand by Holder and (ii) June 29,
2012.  Upon payment or prepayment of the entire principal amount of
this Note outstanding, and all accrued interest thereon, Holder shall surrender
the original copy of this Note to Holder for cancellation.  This Note
may be prepaid at any time without premium or penalty (other than the
reimbursement by CCC of any breakage fees owed by Holder to the lenders under
the Credit Agreement).

     

    

      
        
           


        

        
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    Borrower expressly waives presentment,
demand, protest and notice of every kind.

    


    NOTWITHSTANDING ANY OTHER PROVISION
CONTAINED IN THIS DOCUMENT TO THE CONTRARY, THIS NOTE IS FULLY NONRECOURSE AS TO
THE MEMBER OF BORROWER, AND HOLDER HEREBY AGREES TO LOOK ONLY TO BORROWER TO
DISCHARGE ALL OF ITS OBLIGATIONS UNDER THIS NOTE.

    


    IN NO EVENT SHALL HOLDER LOOK TO THE
MEMBER OF BORROWER, ITS AFFILIATES OR ANY ENTITY RELATED THERETO TO SATISFY THE
OBLIGATIONS UNDER THIS NOTE.

    


    If the debt hereby evidenced is not
paid as it matures and is collected by suit or attorney, it is further agreed
that Borrower shall pay all court costs and reasonable attorneys’ fee incurred
by Holder in connection therewith.

    


    THIS NOTE shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to the principles of conflict of laws thereof.

    


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

    


    


    


    CROSSCOUNTRY CITRUS, LLC

    


    


    


    By:/s/ RICHARD N. MARSHALL

          Richard N.
Marshall

          Senior
Vice President and Chief Financial Officer

     

     

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