Exhibit 10(b)  
 
 THIRD
AMENDMENT TO
 AMENDED
AND RESTATED TERM LOAN CREDIT AGREEMENT
 
 
 
 THIS
THIRD AMENDMENT TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (the
“Amendment”) is made effective as of November 9, 2004, by and among SOUTHERN
UNION COMPANY, a Delaware corporation (the “Borrower”), the financial
institutions listed on the signature pages of the Credit Agreement (as
hereinafter defined) (individually the “Bank” and collectively the “Banks”) and
JPMORGAN CHASE BANK, a New York banking corporation (“JPMorgan”), in its
capacity as agent (the “Agent”) for the Banks.
 
 RECITALS:
 
 WHEREAS,
the Borrower, the Banks and the Agent have executed a certain Amended and
Restated Term Loan Credit Agreement dated effective July 15, 2002, as previously
amended by that certain First Amendment to Amended and Restated Term Loan Credit
Agreement dated effective April 3, 2003 and as further amended by that certain
Second Amendment to Amended and Restated Term Loan Credit Agreement dated
effective May 28, 2004, by and among the Borrower, the Banks and the Agent (said
Amended and Restated Term Loan Credit Agreement, as previously amended, being
hereinafter referred to as the “Credit Agreement”); and
 
 WHEREAS,
the Majority Banks, the Agent and the Borrower desire to amend the Credit
Agreement in certain respects.
 
 NOW,
THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
 AGREEMENTS:
 
 **1.**  **Amendment
of Definitions** **.** The definitions of “Panhandle Eastern”, “Revolving Credit Facilities”, “Southern
Union Panhandle” and “Subsidiary” contained in Section
1 of the Credit Agreement are hereby amended and restated in their entirety to
read as follows:
 
 “ **Panhandle
Eastern** ”
shall mean Panhandle Eastern Pipe Line Company, LP, a Delaware limited
partnership.
 
 “ **Revolving
Credit Facility** ”
shall mean that $400,000,000 revolving credit facility provided to the Borrower
under the terms of that certain Third Amended and Restated Revolving Credit
Agreement dated effective May 28, 2004 by and among the Borrower, JPMorgan, as
administrative agent, and the banks or financial institutions now or hereafter a
party thereto and any and all amendments, modifications, increases, supplements,
restatements and/or replacements of the said revolving credit facility now or
hereafter existing from time to time.
 
 “ **Southern
Union Panhandle** ”
shall mean Southern Union Panhandle LLC, a Delaware limited liability
company.
  
  
 
 “ **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.
 
 **2.**  **New
Definitions** .
The following additional definitions are hereby added to Section
1 of the Credit Agreement:
 
 “ **Additional
Offering** ”
shall mean, collectively, the issuance, offering and sale in (a) any offering or
issuance of capital stock, Equity-Preferred Securities or any other equity
interests in the Borrower (to the extent permitted under Section 10.5), so long
as all net cash proceeds thereof are applied in the following order: (i) first,
(x) if the Southern Union Panhandle Bridge Loan is outstanding, to paying in
full the Southern Union Panhandle Bridge Loan or (y) if the Southern Union
Panhandle Bridge Loan is not outstanding (including, for avoidance of doubt, a
funding of the Southern Union Panhandle Bridge Loan substantially simultaneously
with the consummation of such a public offering), to financing a portion of the
acquisition costs for the Cross Country Acquisition and (ii) second, to repaying
other Debt of the Borrower, or (b) if all amounts owing under the Southern Union
Panhandle Bridge Loan shall not have been repaid within three months after the
Cross Country Acquisition Closing Date, an offering made pursuant to Rule 144A
of the Securities Act of debt securities of the Borrower, Southern Union
Panhandle or Panhandle Eastern, so long as all net cash proceeds from any such
offering are applied to paying in full the Southern Union Panhandle Bridge
Loan.
 
 “ **CCE
Acquisition** ”
shall mean CCE Acquisition LLC,  a
Delaware limited liability company formed by the Borrower for the purpose of
ultimately owning and holding 50% of all issued and outstanding equity interest
in CCE Holdings.
 
 “ **CCE
Group** ”
means CCE Holdings and its Subsidiaries.
 
 “ **CCE
Holdings** ”
shall mean CCE Holdings LLC, a Delaware limited liability company.
 
 “ **CCE
Holdings LLC Agreement** ”
shall mean the Limited Liability Company Agreement of CCE Holdings dated as June
18, 2004, as amended from time to time, among the members of CCE
Holdings.
 
 “ **Cross
Country** ”
shall mean CrossCountry Energy, LLC, a Delaware limited liability
company.
 
 “ **Cross
Country Acquisition** ”
shall mean the acquisition by CCE Holdings of 100% of all issued and outstanding
equity interest in Cross Country in accordance with the Cross Country Acquisition
Agreement, so long as such acquisition is in substantial compliance with the
following specified terms:
  2
   (a)  immediately
after the consummation of such acquisition, Cross Country is a wholly-owned
Subsidiary of CCE Holdings;
 
 (b)  the
aggregate consideration paid for all equity interest in Cross Country shall be
approximately $2,450,000,000 (which amount includes the assumption of
approximately $461,000,000 of outstanding Debt of Transwestern Pipeline Company
and is subject to customary purchase price adjustment as set forth in the Cross
Country Acquisition Agreement);
 
 (c)  neither
the Borrower nor any of its Subsidiaries shall have, incur or assume any
liability with respect to any Debt of Cross Country and its Subsidiaries
immediately after the consummation of such acquisition; and
 
 (d)  all
material requisite approvals and consents from any Governmental Authority with
respect to such acquisition shall have been received by the Borrower and its
Subsidiaries in a form acceptable to the Agent.
 
 “ **Cross
Country Acquisition Agreement** ”
shall mean that certain Purchase Agreement dated as of June 24, 2004 and amended
by Amendment No. 1 dated as of September 1, 2004, by and among Enron Operations
Services, LLC, Enron Transportation Services, LLC, EOC Preferred, L.L.C. and
Enron Corp., as sellers, and CCE Holdings, as purchaser, as the same may
hereafter be amended (the form of any such amendment to be approved by the
Agent, such approval not to be unreasonably withheld, conditioned or
delayed).
 
 
 “ **Cross
Country Acquisition Closing Date** ”
means the date on which the Cross Country Acquisition is
consummated.
 
 “ **Southern
Union Panhandle Bridge Loan** ”
shall mean a short-term credit facility to be obtained by Southern Union
Panhandle for purposes of financing a portion of the acquisition costs for the
Cross Country Acquisition, in an aggregate principal amount not to exceed (i)
$590,500,000 *less* (ii) the net cash proceeds of the Additional Offering applied to finance the
acquisition costs for the Cross County Acquisition, so long as such short-term
credit facility is obtained upon terms and conditions substantially similar to
the terms and conditions set forth in the term sheet attached hereto as Exhibit
E with such changes as the Agent reasonably determines are not material to the
Banks.
 
 **3.**  **Pledge
of CCE Holdings Equity Representation and Warranty** .
A new Section
6.18 is hereby added to the Credit Agreement to read as follows:
 
 3
 **6.18**  **No
Agreements Prohibiting Pledge of CCE Holdings Equity.** Except
for **** the
applicable negative covenants of this Agreement, the Revolving Credit Facility, the
Southern Union Panhandle Bridge Loan and the CCE Holdings LLC Agreement, neither
the Borrower nor Southern Union Panhandle nor CCE Acquisition is a party to any
contract or other agreement with any Person that directly or indirectly
prohibits the Borrower or Southern Union Panhandle or CCE Acquisition from
granting any Lien against the equity interests in CCE Holdings (whether common,
preferred or another class of equity ownership) at any time owned and held by
the Borrower or any of its Subsidiaries as security for any Debt of the Borrower
or any of its Subsidiaries.
 
 **4.**  **Additional
Offering Affirmative Covenant** .
A new Section
8.12 is hereby added to the Credit Agreement to read as follows:
 
 **8.12**  **Additional
Offering.** Within
six months after the Cross Country Acquisition Closing Date, the Borrower agrees
to (a) cause the Additional Offering to be consummated in full, and (b) if the
Southern Union Panhandle Bridge Loan is then outstanding, cause the proceeds
received by the Borrower from such Additional Offering to be utilized to fully
pay the Southern Union Panhandle Bridge Loan.
 
 **5.**  **Amendment
of Capital Requirements Negative Covenant** . Sections
9.1(a) and 9.1(b) of the Credit Agreement are hereby amended and restated in their entirety to
hereafter be and read as follows:
 
 (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, including without limitation, the Additional Offering,
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;
(iv) without duplication, the difference between (A) 100% of the net proceeds
heretofore and hereafter received by the Borrower and any consolidated
Subsidiary in respect of the issuance by the Borrower or such consolidated
Subsidiary of the Structured Securities, and (B) the aggregate amount of all
redemption payments hereafter made, if any, by the Borrower and any such
consolidated Subsidiary in connection with the redemption of any of the
Structured Securities; and (v) 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 (i) 0.65 to 1.00 at the end of any fiscal
quarter ending prior to the Cross Country Acquisition Closing Date; (ii) 0.70 to
1.00 at the end of any fiscal quarter ending on or after the Cross Country
Acquisition Closing Date, but before the consummation of the Additional
Offering; and (iii) 0.65 to 1.00 at the end of any fiscal quarter ending on or
after the consummation of the Additional Offering.
  4
  
 
 **6.**  **Amendment
of Liens Negative Covenant** . Section
9.2(d) of the Credit Agreement is hereby amended and restated in its entirety to
hereafter be and read as follows:
 
 (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
the Closing Date 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), (ii) Liens against (A) the stock and other equity
interests in Panhandle Eastern, (B) the equity interests in CCE Holdings held by
the Borrower and its Subsidiaries and (C) Debt owed to Southern Union Panhandle
by Panhandle Eastern and CCE Acquisition, in each case to secure the Southern
Union Panhandle Bridge Loan, or (iii) 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.
 
 **7.**  **Amendment
of Debt Negative Covenant** . Sections
9.3(a) and 9.3(g) of the Credit Agreement are hereby amended and restated in their entirety to
hereafter be and read as follows:
 
 (a)  Debt
evidenced by the Notes or outstanding under the Revolving Credit Facility or the
Southern Union Panhandle Bridge Loan, or issued pursuant to the Additional
Offering and 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 outstanding as of the Closing Date, (ii) any Panhandle Eastern
Refinancing Debt, (iii) any 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, so long as the principal
amount of all such outstanding working capital facilities, together with the
outstanding principal amount of any working capital loans or advances by the
Borrower to Panhandle Eastern and/or any of Panhandle Eastern’s Subsidiaries,
does not exceed (A) $50,000,000 in the aggregate at any time that 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
greater than 0.65 to 1.00 and (B) $75,000,000 in the aggregate at any time that
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 less than or equal to 0.65 to 1.00, (iv) Guaranty by
Panhandle Eastern of the obligations of Southern Union Panhandle under the
Southern Union
Panhandle Bridge Loan, (v) any loans or advances of proceeds of the Additional
Offering by the Borrower (or Panhandle Eastern, if applicable) to CCE
Acquisition for purposes of financing the Cross Country Acquisition and (vi) any
loans or advances by the Borrower to Panhandle Eastern and/or any of the
Borrower’s other Subsidiaries permitted under Section 9.4(b).
  5
   (g)  additional
Debt of the Borrower and Structured Securities of the Borrower and the Southern
Union Trusts, 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 (A) 0.65 to 1.00 at
all times prior to the Cross Country Acquisition Closing Date, (B) 0.70 to 1.00
at all times on and after the Cross Country Acquisition Closing Date, but before
the consummation of the Additional Offering and (C) 0.65 to 1.00 at all times on
or after the consummation of the Additional Offering; (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 and Structured
Securities 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 or any Southern Union Trust 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-Revolving Credit
Facility Letters of Credit issued by a Bank or Banks or by any other financial
institution; provided , however ,
that for purposes of determining the aggregate amount of such additional Debt
for purposes of this subclause (y), the Debt of the Borrower under the Loans
shall not be included and shall be deemed to be permitted Debt for purposes of
this subclause (y), and (z) such additional Debt shall be borrowed from a Bank
or Banks as a loan or loans arising independent of this Agreement, or the
Revolving Credit Facility or shall be borrowed from a financial institution that
is not a Bank under this Agreement or the Revolving Credit
Facility.
 
 **8.**  **Amendment
of Investment Negative Covenant** .
(a) Sections
9.4(a) and 9.4(b) of the Credit Agreement are hereby amended and restated in their entirety to
hereafter be and read as follows:
  6
  
 
 (a)  stock
or other equity interests of (i) the Subsidiaries named in Section 7.1; (ii)
other entities that are acquired by the Borrower or any Subsidiary but that are
promptly merged with and into the Borrower; (iii) Southern Union Panhandle,
Panhandle Eastern and any Subsidiaries of Panhandle Eastern acquired as a result
of the Panhandle Eastern Acquisition; (iv) CCE Holdings; and (v) the same
Qualifying Entities as the Qualifying Entities under subparagraph (ii) of the
definition of "Qualifying Assets,” provided that at any time the aggregate purchase price paid for such stock and other
equity interests in such Qualifying Entities then held by the Borrower as of the
applicable determination date, including the aggregate amount of Debt assumed or
deemed incurred by the Borrower in connection with the purchase of such stock
and other equity interests, 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, as well as advances of proceeds of the Additional
Offering by the Borrower or Panhandle Eastern to CCE Acquisition for purposes of
facilitating the consummation of the Cross Country Acquisition; 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.
 
 (b)  Section
9.4(h) of the Credit Agreement is hereby renamed as Section
9.4(i) ,
and a new Section
9.4(h) is hereby added to the Credit Agreement to read as follows:
 
 (h)  loans
or advances to any member of the CCE Group by the Borrower or any Subsidiary not
otherwise permitted under the other provisions of this Section 9.4, so long as
the sum of such loans and advances does not exceed $25,000,000 in the aggregate
at any time.
 
 **9.**  **No
Agreements Prohibiting Pledge of CCE Holdings Equity** .
A new Section
9.18 is hereby added to the Credit Agreement to read as follows:
 
 **9.18**  **No
Agreements Prohibiting Pledge of CCE Holdings Equity.** Neither
the Borrower nor Southern Union Panhandle nor CCE Acquisition will enter into
any contract or other agreement with any Person that directly or indirectly
prohibits the Borrower or Southern Union Panhandle or CCE Acquisition from
granting any Lien against the equity interests in CCE Holdings (whether common,
preferred or another class of equity ownership) at any time owned and held by
the Borrower or any of its Subsidiaries as security for any Debt of the Borrower
or any of its Subsidiaries, other than the applicable negative covenants of this
Agreement, the Revolving Credit Facility, the Southern Union Panhandle Bridge
Loan and the CCE Holdings LLC Agreement.
  7
  
 
 **10.**  **New
Exhibit** .  A
new Exhibit
E in the form of Exhibit
E attached to this Amendment, is hereby added to the Credit
Agreement.
 
 **11.**  **Other
Sections** .
Except as expressly amended by this Amendment, the provisions of the Credit
Agreement and the Notes shall remain in full force and effect, and the Borrower
acknowledges and reaffirms its liability to the Banks thereunder. In the event
of any inconsistency between this Amendment and the terms of the Credit
Agreement or the Notes, this Amendment shall govern.
 
 **12.**  **Representations
and Warranties** .
The Borrower represents and warrants to the Banks as of the Borrower’s execution
of this Amendment and as of the effective date hereof that:
 
 a.  - Representations
and Warranties .
The representations and warranties contained in Section
6 of the Credit Agreement, as amended hereby, are true and correct, and no Default
or Event of Default has occurred and is continuing.
 
 b.  - Corporate
Power and Authorization .
The Borrower is duly authorized and empowered to execute, deliver and perform
its obligations under this Amendment and to make the borrowings provided for in
the Credit Agreement, and all requisite corporate action on the Borrower’s part
for the due execution, delivery and performance of this Amendment has been duly
and effectively taken.
 
 c.  - Binding
Obligations .
This Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as limited by Debtor Laws.
 
 d.  - No
Conflict or Resultant Lien .
The execution, delivery and performance of this Amendment and the consummation
of the transactions contemplated herein do not and will not violate any
provision of, or result in a default under, the certificate of incorporation or
bylaws of the Borrower, or any contract, agreement or instrument or any
governmental requirement to which the Borrower is subject, or result in the
creation or imposition of any Lien upon any property of the Borrower (other than
as contemplated or permitted by the Credit Agreement).
 
 e.  - No
Consent .
The Borrower’s execution, delivery and performance of this Amendment does not
require the consent or approval of any Person.
 
 **13.**  **Miscellaneous** .
 
 a.   In accordance with
the terms of Section 12.2 of the Credit Agreement, this Amendment shall become
effective when executed and delivered by the Borrower, the Agent and the
Majority Banks.
  8
  
 b.  No
Bank, by its execution of this Amendment, waives any rights it may have against
any person not a party hereto.
 
 c.  This
Amendment may be executed in multiple counterparts, each of which shall
constitute an original instrument, but all of which shall constitute one and the
same Amendment.
 
 d.  All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Credit Agreement.
 
 e.  The
invalidity of any one or more covenants, phrases, clauses, sentences or
paragraphs of this Amendment shall not affect the remaining portion of this
Amendment, or any part thereof, and in case of any such invalidity, this
Amendment shall be construed as if such invalid covenants, phrases, clauses,
sentences or paragraphs had not been inserted. The section headings in this
Amendment are for convenience only and shall not limit or in any way affect the
meaning of the terms and provisions of this Amendment.
 
 f.  THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS AND THE UNITED STATES OF AMERICA.
 
 THIS
WRITTEN AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT, THE NOTES AND THE LOAN
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES.
 
 THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 
 
   IN
WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective
as of the date first above written.
 
 SOUTHERN
      UNION COMPANYBy:Name:Title:
 
 JPMORGAN
      CHASE BANK, for itself and as Agent for the BanksBy:Name:Title:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
 
 BAYERISCHE
      HYPO-AND VEREINSBANK AG, NEW YORK BRANCHBy:Name:Title:
 
 
 
 BANK
      ONE, NA
      (Main
      Office-Chicago)By:Name:Title:
 
 
 
 WACHOVIA
      BANK, NATIONAL ASSOCIATIONBy:Name:Title:
 
 
 
 FLEET
      NATIONAL BANKBy:Name:Title:
 
 
 
 THE
      BANK OF TOKYO-MITSUBISHI, LTD.By:Name:Title:
 
  
  
 CHANG
      HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCHBy:Name:Title:
 
 
 
 KBC
      BANK N.V.By:Name:Title:By:Name:Title:
 
 
 
 PNC
      BANK, NATIONAL ASSOCIATIONBy:Name:Title:
 
 
 
 MANUFACTURERS
      AND TRADERS TRUST COMPANYBy:Name:Title:
 
 
  
  
 CALYON
      NEW YORK BRANCHBy:Name:Title:By:Name:Title:
 
 
 THE
      NORINCHUKIN BANK, NEW YORK BRANCHBy:Name:Title:
 
 
 
 CITIZENS
      BANK OF RHODE ISLANDBy:Name:Title:
 
 
 BANK
      OF COMMUNICATIONS, NEW YORK BRANCHBy:Name:Title:
 
 
 MASSACHUSETTS
      MUTUAL LIFE INSURANCE COMPANYBy:Name:Title:
 
   ****
 ****
 
 ****
 **EXHIBIT
E**
 **Summary
of Terms and Conditions**
 **Southern
Union Panhandle Bridge Loan**
 
 **Borrower:**
    Southern
      Union Panhandle LLC (the “***Borrower***”).**Guarantor:**
    Panhandle
      Eastern Pipe Line Company, LP or its successor (“***Panhandle***”),
      referred to herein as the “***Guarantor***”,
      and the Guarantor, together with the Borrower, are sometimes referred to
      herein as the “***Obligors***”.
      If Southern Union Company (the "**Parent**")
      holds any direct ownership interest in Panhandle, it shall also become a
      Guarantor and an Obligor hereunder,*provided*that
      the Parent's guarantee shall be limited to the pledge of its ownership
      interest in Panhandle.**Facility
      Description:**
    Up
      to $590,500,000 term loan (the “***Facility***”)
      with a maturity of six months from the date of closing of the Cross
      Country Acquisition (the “***Closing
      Date***”),
      but in no event later than June 17, 2005 (the “***Maturity
      Date***”).
      The Facility will be available for drawdown until the Closing Date, but in
      no event later than December 17, 2004.**Security:**
    The
      Facility will be secured by a perfected first priority security interest
      in (i) all indebtedness owed to the Borrower by Panhandle and CCE
      Acquisition LLC (“***CCE
      Acquisition***”)
      and (ii) (A) 100% of ownership interest in Panhandle and (B) all capital
      stock owned by the Borrower of CCE Acquisition.**Purpose:**
    The
      Facility will be used (i) to finance a portion of the Cross Country
      Acquisition (as defined in the accompanying Commitment Letter) and (ii) to
      pay fees and expenses incurred in connection with the Cross Country
      Acquisition.**Joint
      Lead Arrangers and Bookrunners:**
    J.P.
      Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc.
      (together, the “***Lead
      Arrangers***”).**Administrative
      Agent:**
    JPMorgan
      Chase Bank (“***JPMC***”
      or the “***Administrative
      Agent***”).**Syndication
      Agent:**
    Merrill
      Lynch Capital Corp.**Borrowing
      Options:**
    LIBOR
      and ABR.
      
      ABR
      means the higher of the Administrative Agent’s prime rate and the federal
      funds rate + 0.50%.
      
      LIBOR
      adjustments for Regulation D will be charged by Lenders
      individually.**Pricing:**
    Pricing
      on the commitments and loans will be at the rates per annum set forth in
      the attached Pricing Schedule, expressed in basis points per
      annum.**Interest
      Payments:**
    At
      the end of each applicable Interest Period.**Interest
      Periods:**
    1,
      2 or 3 months.**Drawdown:**
    A
      single drawdown on the Closing Date.**Optional
      Prepayments:**
    ABR
      Loans may be prepaid at any time on one business day's notice. LIBOR Loans
      may be prepaid upon at least three business days’ notice subject to
      funding losses. Amounts prepaid may not be reborrowed.**Mandatory
      Commitment Reductions and Prepayments:**
    100%
      of the net cash proceeds from the issuance or incurrence after the Closing
      Date of debt, equity or equity-like securities by the Parent or the
      Borrower (other than from the issuance of the Parent’s common stock of up
      to $87 million to the extent the proceeds are used for general corporate
      purposes) shall be applied to reduce the commitments under the Facility
      (if still in existence) or to prepay the Facility.**Representations
      and Warranties:**
    Customary
      for credit agreements of this nature, with respect to the Obligors and
      their subsidiaries (including Cross Country and its subsidiaries),
      including but not limited to:
      
      1. Existence
      and qualification; power; compliance with laws.
      2. Authority;
      no conflict.
      3. No
      governmental approvals required.
      4. Enforceability.
      5. Litigation.
      6. No
      default.
      7. ERISA
      compliance.
      8. Use
      of proceeds; margin regulations.
      9. Tax
      liability.
      10. Financial
      statements; no material adverse change.
      11. Environmental
      compliance.
      12. Public
      Utility Holding Company Act; Investment Company Act.
      13. Disclosure.
      14. Collateral
      matters.
      15. Cross
      Country Acquisition matters.**Conditions:**
    Customary
      in credit agreements of this nature, including but not limited
      to:
      
      1. Absence
      of default.
      2. Accuracy
      of representations and warranties.
      3. Negotiation
      and execution of satisfactory credit agreement and customary closing
      documentation (including legal opinions and solvency
      certifications).
      4. Payment
      of fees.
      5. Absence
      of (a) material adverse condition or material adverse change in or
      affecting the business, operations, property, condition (financial or
      otherwise) or prospects of the Parent and its subsidiaries, taken as a
      whole or (b) any event or condition that would result in a closing
      condition under the Purchase Agreement not being satisfied and thereby
      permitting the “Purchaser” thereunder to not consummate the transactions
      contemplated by the Purchase Agreement.
      6. The
      fact that the Cross Country Acquisition shall close simultaneously with
      the closing of the Facility, on terms and conditions substantially as set
      forth in (i) the Purchase Agreement dated as of June 24, 2004, as amended
      by Amendment No.1 dated as of September 1, 2004 relating to the Cross
      Country Acquisition (including without limitation, the closing conditions
      of the entry of specified Bankruptcy Court orders and receipt of all
      material requisite governmental consents), modified to require pre-closing
      conversion of corporate subsidiaries of Cross Country to Limited Liability
      Companies, and (ii) the September 1, 2004 execution drafts of the letter
      agreement and term sheet relating to the joint venture to be formed by
      affiliates of the Parent and General Electric Capital Corporation in
      connection with the Cross Country Acquisition (the “***Joint
      Venture***”),
      in each case with such changes thereto as the Lenders may approve in their
      sole discretion.
      7. The
      fact that the Parent shall have received all amendments or consents under
      its other existing financing arrangements that are necessary or reasonably
      desirable to permit the consummation of (i) the Cross Country Acquisition
      on the terms contemplated by the Purchase Agreement and the Joint Venture
      documents and (ii) the Facility on the terms contemplated hereby
      (including without limitation, the security arrangements contemplated
      hereby), all of which shall be in form and substance satisfactory to the
      Lenders.
      8. Execution
      of satisfactory management services agreements.**Covenants
      of each Obligor:**
    Customary
      in credit agreements of this nature, and applicable to the Obligors and
      their subsidiaries (including Cross Country and its subsidiaries)
      including but not limited to:
      
      1. Financial
      statements.
      2. Certificates,
      notice and other information.
      3. Preservation
      of existence; maintenance of corporate separateness.
      4. Merger,
      consolidation, etc.
      5. Sale
      of assets.
      6. Maintenance
      of insurance.
      7. Payment
      of taxes and other potential liens.
      8. Compliance
      with laws.
      9. Environmental
      laws.
      10. Compliance
      with ERISA.
      11. Negative
      pledge
      12. Accounting
      changes.
      13. Limitation
      on debt of the Parent.
      14. Prohibition
      on dividends and other restricted payments (including intercompany loans)
      by the Parent while a default exists.
      15. Financial
      covenants TBD.
      16. Satisfactory
      SEC disclosure regarding the loan.
      17. Restriction
      on agreements that limit, directly or indirectly, the Obligors from
      granting a lien on the stock or other equity interests in Cross Country as
      security for obligations under the Facility, with exceptions for negative
      pledges under existing credit agreements of the Obligors to be
      specified.
      18. Restriction
      on agreements that limit, directly or indirectly, Cross Country and its
      subsidiaries (including Citrus Corp. and its subsidiaries) from paying
      dividends on its capital stock, other than those existing at the Closing
      Date or contained in the documentations for the debt to be issued by Cross
      Country Holdings, LLC (“***Holdings***”)
      and its subsidiaries for the purpose of financing the acquisition costs
      for the Cross Country Acquisition (and any refinancing
      thereof).
      19. Limitation
      on restricted payments.
      20. Limitation
      on acquisitions.
      21. Restriction
      on any amendment of the Joint Venture documents that is materially adverse
      to the Lenders.
      22. Collateral
      matters.**Events
      of Default:**
    Customary
      in credit agreements of this nature, including but not limited to the
      following:
      
      1. Failure
      to pay any principal when due.
      2. Failure
      to pay interest and fees within five business days of the due
      date.
      3. Failure
      to meet covenants (with grace periods, where appropriate).
      4. Representations
      or warranties false in any material respect when made.
      5. Cross
      default to Material Debt of the Parent or any of its subsidiaries,
      including Cross Country and its subsidiaries (to be defined as debt in a
      principal amount of at least $10 million).
      6. Change
      of ownership or control of the Parent.
      7. (a)
      Failure of the Parent to own 100% of the capital stock of the Borrower,
      (b) failure of an affiliate of the Parent to own at least 50% of the
      aggregate ownership interest in Holdings or (c) an affiliate of the Parent
      ceasing to be the managing member of Holdings.
      8. Credit
      Agreement or any guarantee shall be unenforceable or invalid.
      9. Other
      usual defaults with respect to the Obligors, including but not limited to
      insolvency, bankruptcy, ERISA and judgment defaults.**Increased
      Costs/Change of**
      **Circumstances:**
    The
      credit agreement will contain customary provisions protecting the Lenders
      in the event of unavailability of funding, illegality, increased costs and
      funding losses.**Indemnification:**
    The
      Obligors will indemnify the Lenders against all losses, liabilities,
      claims, damages, or expenses relating to their loans, the Borrower's use
      of loan proceeds or the commitments, including but not limited to
      reasonable attorneys’ fees and settlement costs (except such as result
      from the indemnitee’s gross negligence or willful
    misconduct).**Transfers
      and Participations:**
    Lenders
      will have the right to transfer or sell participations in their loans or
      commitments with the transferability of voting rights in the case of
      participations limited to changes in principal, rate, fees and term.
      Assignments, which must be in amounts of at least $5 million, will be
      allowed with the consent of the Administrative Agent and (so long as no
      Event of Default as to it has occurred and is continuing) the Borrower
      (such consent not to be unreasonably withheld);*provided*that assignments will be allowed within the Lender group and to a Lender’s
      affiliates without any consent requirement. In connection with each
      assignment, the assignor Lender will pay the Administrative Agent a $3,500
      processing fee.**Required
      Lenders:**
    Majority
      of the aggregate amount of the commitments.**Expenses:**
    The
      Obligors will pay all legal and other reasonable out-of-pocket expenses of
      the Lead Arrangers and the Administrative Agent to this transaction and
      any subsequent amendments or waivers, including the expenses and
      reasonable fees of Davis Polk & Wardwell, special counsel to the
      Administrative Agent. In addition, all costs and expenses of the Lenders
      in connection with default and enforcement are to be paid by the
      Borrower.**Governing
      Law:**
    New
      York.
  E-1
  **Pricing
Schedule**
 
 
 **Applicable
Margins:** The “ ***Eurodollar
Margin*** ”
applicable to outstanding LIBOR Loans shall be determined in accordance with the
following grid. The “ ***ABR
Margin*** ”
applicable to outstanding ABR Loans shall be the Eurodollar Margin reduced by
1.00%.
 
 **Rating
      of the****Borrower’s****unsecured,
      non-credit enhanced Senior Funded Debt**
    **Additional
      Percentage**
      **Per
      Annum**Level
      1: Equal to or greater than Baa2 by Moody’s**and**equal to or greater than BBB by S&P
    1.00%Level
      2: Equal to or greater than Baa3 by Moody’s**and**equal to or greater than BBB- by S&P, but less than Level
      1
    1.25%Level
      3: Equal to or greater than Ba1 by Moody’s**and**equal
      to or greater than BB+ by S&P, but less than Level 2
    1.75%Level
      4: Equal to or less than Ba2 by Moody’s**or**equal to or less than BB by S&P
    2.25%
 
 In
the event that the Borrower withdraws from having its unsecured, non-credit
enhanced Senior Funded Debt being rated by Moody’s Investors Service, Inc. or
Standard & 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 2.25% 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.
 
 The
Applicable Margin shall be payable monthly in arrears on each determination date
based on outstanding loans during the period then ended.