Exhibit 10(a)





FIRST
AMENDMENT TO


THIRD
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT








THIS
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING 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 Third Amended and
Restated Revolving Credit Agreement dated effective May 28, 2004 (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”, “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.





“ **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:


1








“ **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:





(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);


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(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 D 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
7.18 is hereby added to the Credit Agreement to read as follows:





**7.18**  **No
Agreements Prohibiting Pledge of CCE Holdings Equity** .
Except for the applicable negative covenants of this Agreement, the Term Loan
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
9.12 is hereby added to the Credit Agreement to read as follows:





**9.12**  **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


3


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
10.1(a) and 10.1(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.





6.  **Amendment
of Liens Negative Covenant** . Section
10.2(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


4


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
10.3(a) and 10.3(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 the Facility Letter of Credit Obligations or
outstanding under the Term Loan 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 10.4(b).





(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


5


(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-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 Term Loan
Facility shall not be included and such Debt under the Term Loan Facility 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 Term Loan Facility or shall be
borrowed from a financial institution that is not a Bank under this Agreement or
the Term Loan Facility.





8.  **Amendment
of Investment Negative Covenant** .
(a) Sections
10.4(a) and 10.4(b) of the Credit Agreement are hereby amended and restated in their entirety to
hereafter be and read as follows:





(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


6


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
10.4(h) of the Credit Agreement is hereby renamed as Section 10.4(i) ,
and a new Section
10.4(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 10.4, 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
10.18 is hereby added to the Credit Agreement to read as follows:





**10.18**  **No
Agreements Prohibiting Pledge of CCE Holdings Equit** y.
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 Term Loan Facility, the Southern Union Panhandle Bridge Loan and
the CCE Holdings LLC Agreement.





10.  **New
Exhibit** .
A new Exhibit
D in the form of Exhibit
D 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
7 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


7


action
on the Borrower’s part for the due execution, delivery and performance of this
Amendment has been duly and effectively taken.





(c)  Binding
Obligation s.
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 13.2 of the Credit Agreement, this
Amendment shall become effective when executed and delivered by the Borrower,
the Agent and the Majority Banks.





(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.


8








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.










9


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:

















FLEET
      NATIONAL BANKBy:Name:Title:





WESTLB
      AG, NEW YORK BRANCHBy:Name:Title:By:Name:Title:





KBC
      BANK N.V.By:Name:Title:By:Name:Title:





WELLS
      FARGO BANK, N.A.By:Name:Title:





CALYON
      NEW YORK BRANCHBy:Name:Title:By:Name:Title:





MERRILL
      LYNCH BANK USABy:Name:Title:





SOVEREIGN
      BANKBy:Name:Title:





MANUFACTURERS
      AND TRADERS TRUST COMPANYBy:Name:Title:





THE
      NORINCHUKIN BANK, NEW YORK BRANCHBy:Name:Title:





BAYESISCHE
      LANDESBANK CAYMAN ISLANDS BRANCHBy:Name:Title:





BANK
      HAPOALIM B.M.By:Name:Title:





























CREDIT
      SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS
    BRANCHBy:Name:Title:By:Name:Title:





PNC
      BANK, NATIONAL ASSOCIATIONBy:Name:Title:





SUMITOMO
      MITSUI BANK CORP., NEW YORKBy:Name:Title:





UFJ
      BANK LIMITED, NEW YORK BRANCHBy:Name:Title:





MIZUHO
      CORPORATE BANK (USA)By:Name:Title:





CITIZENS
      BANK OF RHODE ISLANDBy:Name:Title:





THE
      BANK OF TOKYO-MITSUBISHI, LTD.By:Name:Title:








CHANG
      HWA COMMERCIAL BANK, LTD.By:Name:Title:





BANK
      OF CHINA, NEW YORK BRANCHBy:Name:Title:





ROYAL
      BANK OF CANADABy:Name:Title:





UMB
      BANK, N.A.By:Name:Title:





BANK
      OF COMMUNICATIONS, NEW YORK BRANCHBy:Name:Title:





BANK
      OF TAIWAN, NEW YORK AGENCYBy:Name:Title:





CHINATRUST
      COMMERCIAL BANK, NEW YORK BRANCHBy:Name:Title:













**EXHIBIT
D**


**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.








**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.